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Half Yearly Report

Date : 26/08/2011 @ 07:00
Source : UK Regulatory (RNS & others)
Stock : Marshalls (MSLH)
Quote : 136.25  -0.75 (-0.55%) @ 15:43

Half Yearly Report

TIDMMSLH

RNS Number : 0715N

Marshalls PLC

26 August 2011

Interim results for the half year ended 30 June 2011

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

Performing in line with market expectations

Financial Highlights

 
                              Half year ended   Half year ended 
                                 30 June 2011    30 June 2010 * 
 Continuing operations: 
 Revenue                            GBP177.2m         GBP162.6m 
 EBITDA                              GBP22.9m          GBP18.6m 
 Operating profit                    GBP13.7m           GBP9.4m 
 Profit before tax                   GBP12.2m           GBP8.1m 
 Basic EPS                              5.47p             3.29p 
 Interim dividend per share             1.75p             1.75p 
 Net debt                            GBP70.4m          GBP66.7m 
 
 
 Total operations: 
 Basic EPS           2.96p   3.07p 
 

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

Highlights:

-- Revenue from continuing operations up 9%

-- Operating profit from continuing operations up 26% excluding the net gain on asset and property disposals of GBP2m

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

-- Basic EPS from continuing operations up 66%

-- Sale of surplus property realised cash proceeds of GBP5m

-- Net debt stable at GBP70m (2010: GBP67m)

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

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

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

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

Enquiries:

 
 Graham Holden    Chief Executive     Marshalls plc      01484 438900 
 Ian Burrell      Finance Director 
                                       Brunswick Group 
 Jon Coles                              LLP              0207 404 5959 
 Kate Miller 
 

Group Results

Continuing revenue for the half year ended 30 June 2011 increased by 9 per cent to GBP177.2 million (2010: GBP162.6 million). Sales to the Public Sector and Commercial end market, which represent 60 per cent of Group sales, were up 10 per cent and sales to the Domestic end market, on a continuing basis, were up 8 per cent compared with the prior year period.

Reported operating profit from continuing operations was GBP13.7 million (2010: GBP9.4 million) including a net gain of GBP2 million on asset and property disposals. Operating profit, excluding the net gain on asset and property disposals, was up 26 per cent at GBP11.7 million (2010: GBP9.3 million). EBITDA from continuing operations was GBP22.9 million (2010: GBP18.6 million).

Net financial expenses were GBP1.4 million (2010: GBP1.3 million) and interest was strongly covered 9.5 times (2010: 7.4 times) by earnings on a continuing basis. The effective tax rate was 12.4 per cent (2010: 20.7 per cent) and benefited from the reduction in the rate of corporation tax and the utilisation of brought forward capital losses being applied against the capital gain on the disposal of the surplus property.

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

Operating Performance

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

In the Public Sector and Commercial end market the Group has continued to develop innovative products and services to meet customer requirements. In particular it has been targeting growth areas such as rail, education, home and retail using our precision marketing. The experienced technical and sales teams provide a full range of integrated products and sustainable solutions to customers, architects and contractors, and the specialist integrated product directories have proved extremely successful. The Group has continued to deliver more products to the Olympic sites, which have now reached the main landscaping phase. Order intake for the Olympics now exceeds GBP8 million and is on target to achieve the upper end of management's expectations.

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

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

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

The Group announced in June 2011 the proposed closure of its non-core garage and greenhouse manufacturing operations. Agreement was subsequently reached to sell, separately, the Compton garage brand and the Alton and Robinson greenhouse brands. The Group's sales of garages and greenhouses were GBP5.9 million in the half year ended 30 June 2011 (2010: GBP7.3 million), while in the year ended 31 December 2010 sales were GBP14.3 million with an operating loss of GBP1.2 million. The operations have been treated as discontinued in these half-yearly results. The post tax loss from discontinued operations in the half year ended 30 June 2011 is GBP4.9 million after writing off intangible assets, providing for closure costs and net of the sale of brands. It is estimated that ultimately these transactions will generate positive net cash of approximately GBP2 million.

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

Looking forward to the second half the Group continues to develop organic sales initiatives. In Commercial, Marshalls has expanded its capacity to process stone walling in the Cotswolds and stone paving in South Wales. In addition, more resources have been devoted to expanding sales in overseas markets and particularly in specialist paving, street furniture, water management and ethically sourced natural stone products. Marshalls has acquired assets in Belgium via a newly-formed Belgian subsidiary to enable the manufacture of landscape products locally and to provide a physical stock location in mainland Europe from which to supply the wider Group specialist product portfolio. Investment in these assets is expected to be around GBP6 million including the required working capital. The Group is also well advanced in establishing a subsidiary in China to improve the scale and efficiency of product sourcing and the working relationship with the Group's business partner in India has also been strengthened for the same reason. These initiatives are designed to provide a wider product range and to provide greater scale of capability in all the Group's end markets.

Balance Sheet and Cash Flow

Net assets at 30 June 2011 were GBP199.0 million (June 2010: GBP186.0 million). At 30 June 2011 net debt was stable at GBP70.4 million (June 2010: GBP66.7 million) resulting in gearing of 35.4 per cent (June 2010: 35.9 per cent).

The Group continues to focus on working capital and capital expenditure management. Cash management continues to be a high priority area and the Group remains committed to realising value from the sale of surplus properties. A surplus site located on the South Coast of England was sold in June 2011 for cash proceeds of GBP5 million. The net gain on asset and property transactions was GBP2 million. The site closure programme has now released GBP18 million of gross cash compared with the cash cost of GBP14 million, with GBP9 million being released from inventory and a further GBP9 million from the disposal of surplus properties.

The Group has recently renewed its short term working capital facilities with RBS and has replaced maturing facility lines with new committed facilities totalling GBP50 million with LloydsTSB Bank plc and Barclays Bank PLC, the latter as an additional banking partner. The introduction of a fourth banking relationship is designed to create additional financial flexibility and mitigate potential risk within the banking sector. The Group continues its policy of having significant committed facilities in place with a good spread of medium term maturities.

The balance sheet includes the defined benefit pension obligation of GBP3.6 million at 30 June 2011 (December 2010: GBP4.1 million; June 2010: GBP27.0 million). This balance is calculated on the basis of the present value of the Scheme's obligations of GBP214.4 million (December 2010: GBP212.4 million) less the fair value of the Scheme assets of GBP210.8 million (December 2010: GBP208.3 million). These figures have been determined by the Scheme Actuary using assumptions that are considered to be prudent and in line with market levels at the balance sheet date. The assumptions that have changed in the last six months are a movement in the AA corporate bond rate from 5.5 per cent to 5.6 per cent, in line with market movements, and an increase in the expected rate of CPI inflation from 2.7 per cent to 2.8 per cent.

Dividend

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

Outlook

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

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

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

Graham Holden

Chief Executive

Condensed Consolidated Half-yearly Income Statement

for the half year ended 30 June 2011

 
                           Half year ended   Half year ended        Year ended 
                                 June 2011        June 2010*    December 2010* 
                         Notes     GBP'000           GBP'000           GBP'000 
 Revenue                   2       177,174           162,558           308,843 
 
 Net operating costs       3     (163,510)         (153,167)         (295,862) 
 
 Operating profit          2        13,664             9,391            12,981 
 Financial expenses        4       (7,443)           (7,297)          (14,479) 
 Financial income          4         6,000             6,026            11,921 
 
 Profit before tax         2        12,221             8,120            10,423 
 Income tax expense        5       (1,511)           (1,679)           (2,202) 
 
 Profit for the financial 
  period before post tax loss 
  of discontinued operations        10,710             6,441             8,221 
 Post tax loss of 
  discontinued 
  operations               6       (4,912)             (434)             (871) 
 
 Profit for the 
  financial period                   5,798             6,007             7,350 
 
 Profit for the period 
 attributable to: 
 Equity shareholders of the 
  parent                             5,776             6,007             7,350 
 Non-controlling 
 interests                              22                 -                 - 
 
                                     5,798             6,007             7,350 
 
 Earnings per share 
 (total operations): 
    Basic                  7         2.96p             3.07p             3.76p 
 
    Diluted                7         2.90p             3.01p             3.69p 
 
 Earnings per share 
 (continuing 
 operations): 
    Basic                  7         5.47p             3.29p             4.21p 
 
    Diluted                7         5.36p             3.23p             4.13p 
 
 Dividend: 
 Pence per share           8         3.50p             3.50p             5.25p 
 
 Dividends declared        8         6,863             6,863            10,294 
 
 

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

Condensed Consolidated Half-yearly Statement of Comprehensive Income

for the half year ended 30 June 2011

 
                                          Half year     Half year   Year ended 
                                              ended         ended     December 
                                          June 2011    June 2010*        2010* 
                                            GBP'000       GBP'000      GBP'000 
 Profit for the period                        5,798         6,007        7,350 
 
 Other comprehensive income 
 Effective portion of changes in fair 
  value of cash flow hedges                   (366)         (194)        (505) 
 Fair value of cash flow hedges 
  transferred to the Income Statement           212            31          262 
 Deferred tax arising                            40            46           66 
 Defined benefit plan actuarial 
  (losses)/gains                            (3,029)         8,091       27,640 
 Deferred tax arising                           787       (2,265)      (7,463) 
 Impact of the change in rate of 
  deferred taxation                            (68)             -        (123) 
 Foreign currency translation 
 differences - foreign operations               179             -            - 
 Foreign currency translation 
 differences - non-controlling 
 interests                                      116             -            - 
 
 Other comprehensive (expense)/ income 
  for period, net of income tax             (2,129)         5,709       19,877 
 
 Total comprehensive income for the 
  period                                      3,669        11,716       27,227 
 
 Attributable to: 
 Equity shareholders of the parent            3,531        11,716       27,227 
 Non-controlling interests                      138             -            - 
 
                                              3,669        11,716       27,227 
 
 

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

Condensed Consolidated Half-yearly Balance Sheet

as at 30 June 2011

 
                                                     June             December 
                                                  2011        2010        2010 
                                     Notes     GBP'000     GBP'000     GBP'000 
 Assets 
 Non-current assets 
 Property, plant and equipment                 193,722     195,313     190,627 
 Intangible assets                              42,046      42,149      42,945 
 Investments in associates                       2,149       2,180       2,163 
 Deferred taxation assets                          943       7,638       1,171 
 
                                               238,860     247,280     236,906 
 
 Current assets 
 Inventories                                    83,776      82,348      81,626 
 Trade and other receivables                    63,962      54,896      27,925 
 Cash and cash equivalents                      26,275      19,168       4,059 
 
                                               174,013     156,412     113,610 
 
 Total assets                                  412,873     403,692     350,516 
 
 Liabilities 
 Current liabilities 
 Trade and other payables                       85,736      74,902      48,552 
 Corporation tax                                 6,618       5,110       5,164 
 Interest bearing loans and 
  borrowings                                    46,663      20,017      40,900 
 
                                               139,017     100,029      94,616 
 
 Non-current liabilities 
 Interest bearing loans and 
  borrowings                                    50,000      65,900      30,000 
 Employee benefits                     9         3,628      26,975       4,092 
 Deferred taxation liabilities                  21,234      24,753      23,568 
 
                                                74,862     117,628      57,660 
 
 Total liabilities                             213,879     217,657     152,276 
 
 Net assets                                    198,994     186,035     198,240 
 
 Equity 
 Capital and reserves attributable to equity 
 shareholders of the parent 
 Share capital                                  49,845      49,845      49,845 
 Share premium account                          22,695      22,695      22,695 
 Own shares                                    (9,514)     (9,514)     (9,514) 
 Capital redemption reserve                     75,394      75,394      75,394 
 Consolidation reserve                       (213,067)   (213,067)   (213,067) 
 Hedging reserve                                 (293)       (119)       (179) 
 Retained earnings                             270,212     260,801     273,066 
 
 Equity attributable to equity 
  shareholders of the parent                   195,272     186,035     198,240 
 Non-controlling interests                       3,722           -           - 
 
 Total equity                                  198,994     186,035     198,240 
 
 

Condensed Consolidated Half-yearly Cash Flow Statement

 
                                                                         Year 
                                              Half year ended           ended 
 for the half year ended 30 June 2011               June             December 
                                               2011          2010        2010 
                                            GBP'000       GBP'000     GBP'000 
 Cash flows from operating activities 
 Profit for the financial period              5,798         6,007       7,350 
 Income tax expense on continuing 
  operations                                  1,511         1,679       2,202 
 Income tax credit on discontinued 
  operations                                  (756)         (169)       (339) 
 Loss on disposal and closure of 
 discontinued operations                      4,949             -           - 
 
 Profit before tax on total operations       11,502         7,517       9,213 
 Adjustments for: 
 Depreciation                                 8,751         8,876      17,771 
 Amortisation                                   679           500       1,554 
 Share of results of associates                  14            33          63 
 Gain on sale of property, plant and 
  equipment                                 (2,140)         (295)       (746) 
 Equity settled share based expenses            362           125         250 
 Financial income and expenses (net)          1,443         1,271       2,558 
 
 Operating cash flow before changes in 
  working capital and pension scheme 
  contributions                              20,611        18,027      30,663 
 (Increase)/decrease in trade and other 
  receivables                              (36,376)      (23,629)       3,342 
 (Increase)/decrease in inventories         (1,846)         (161)         561 
 Increase/(decrease) in trade and other 
  payables                                   20,602        15,455     (3,436) 
 Works closure costs paid                         -         (878)     (1,447) 
 Pension scheme contributions               (3,300)       (3,300)     (6,600) 
 
 Cash (absorbed by)/generated from the 
  operations                                  (309)         5,514      23,083 
 Financial expenses paid                    (1,656)         (920)     (2,177) 
 Income tax (paid)/received                   (650)           211       (129) 
 
 Net cash flow from operating activities    (2,615)         4,805      20,777 
 
 Cash flows from investing activities 
 Proceeds from sale of property, plant 
  and equipment                               5,263         3,215       3,936 
 Financial income received                       20            59           4 
 Disposal of discontinued operation             550             -           - 
 Acquisition of subsidiaries and 
  investment in associates                  (1,104)             -       (108) 
 Acquisition of property, plant and 
  equipment                                 (5,017)       (4,539)     (9,018) 
 Acquisition of intangible assets             (644)       (1,091)     (2,940) 
 
 Net cash flow from investing activities      (932)       (2,356)     (8,126) 
 
 Cash flows from financing activities 
 Payments to acquire own shares                   -          (42)        (42) 
 Net decrease in other debt and finance 
  leases                                        152          (22)        (39) 
 Increase/(decrease) in borrowings           25,611         7,500     (7,500) 
 Equity dividends paid                            -             -    (10,294) 
 
 Net cash flow from financing activities     25,763         7,436    (17,875) 
 
 Net increase/(decrease) in cash and 
  cash equivalents                           22,216         9,885     (5,224) 
 Cash and cash equivalents at beginning 
  of the period                               4,059         9,283       9,283 
 
 Cash and cash equivalents at end of the 
  period                                     26,275        19,168       4,059 
 
 
 

Condensed Consolidated Half-yearly Statement of Changes in Equity

for the half year ended 30 June 2011

 
                                                                                                             Non-cont-rolling     Total 
                                       Attributable to equity holders of the Company                                interests    equity 
                              Share                Capital 
                    Share   premium       Own   redemption   Consolid-ation   Hedging   Retained 
                  capital   account    shares      reserve          reserve   reserve   earnings     Total 
                  GBP'000   GBP'000   GBP'000      GBP'000          GBP'000   GBP'000    GBP'000   GBP'000            GBP'000   GBP'000 
 Current half- 
  year 
 At 1 January 
  2011             49,845    22,695   (9,514)       75,394        (213,067)     (179)    273,066   198,240                  -   198,240 
 
 Total 
 comprehensive 
 income for the 
 period 
 Profit for the 
  financial 
  period 
  attributable 
  to equity 
  shareholders 
  of the 
  parent                -         -         -            -                -         -      5,776     5,776                 22     5,798 
 Other 
 comprehensive 
 income 
 Foreign 
  currency 
  translation 
  differences           -         -         -            -                -         -        179       179                116       295 
 Effective 
  portion of 
  changes in 
  fair value of 
  cash flow 
  hedges                -         -         -            -                -     (366)          -     (366)                  -     (366) 
 Net change in 
  fair value of 
  cash flow 
  hedges 
  transferred 
  to the Income 
  Statement             -         -         -            -                -       212          -       212                  -       212 
 Deferred tax 
  arising               -         -         -            -                -        40          -        40                  -        40 
 Defined 
  benefit plan 
  actuarial 
  gains                 -         -         -            -                -         -    (3,029)   (3,029)                  -   (3,029) 
 Deferred tax 
  arising               -         -         -            -                -         -        787       787                  -       787 
 Impact of the 
  change in 
  rate of 
  deferred 
  taxation              -         -         -            -                -         -       (68)      (68)                  -      (68) 
 
 Total other 
  comprehensive 
  income                -         -         -            -                -     (114)    (2,131)     (245)                116   (2,129) 
 
 Total 
  comprehensive 
  income for 
  the period            -         -         -            -                -     (114)      3,645     3,531                138     3,669 
 
 Transactions 
 with owners, 
 recorded 
 directly in 
 equity 
 Contributions 
 by and 
 distributions 
 to owners 
 Share based 
  expenses              -         -         -            -                -         -        362       362                  -       362 
 Dividend to 
  equity 
  shareholders          -         -         -            -                -         -    (6,861)   (6,861)                  -   (6,861) 
 
 Total 
  contributions 
  by and 
  distributions 
  to owners             -         -         -            -                -         -    (6,499)   (6,499)                  -   (6,499) 
 
 Changes in 
 ownership 
 interests in 
 subsidiaries 
 Acquisition 
  of non- 
  controlling 
  interests             -         -         -            -                -         -          -         -              3,584     3,584 
 
 Total 
  transactions 
  with owners 
  of the 
  company               -         -         -            -                -     (114)    (2,854)   (2,968)              3,722       754 
 
 At 30 June 
  2011             49,845    22,695   (9,514)       75,394        (213,067)     (293)    270,212   195,272              3,722   198,994 
 
 
 
                              Share                Capital 
                    Share   premium       Own   redemption   Consolid-ation   Hedging   Retained 
                  capital   account    shares      reserve          reserve   reserve   earnings     Total 
                  GBP'000   GBP'000   GBP'000      GBP'000          GBP'000   GBP'000    GBP'000   GBP'000 
 Prior half- 
 year 
 At 1 January 
  2010             49,845    22,695   (9,472)       75,394        (213,067)       (2)    255,706   181,099 
 
 Total 
 comprehensive 
 income for the 
 period 
 Profit for the 
  financial 
  period 
  attributable 
  to equity 
  shareholders 
  of the 
  parent                -         -         -            -                -         -      6,007     6,007 
 Other 
 comprehensive 
 income 
 Effective 
  portion of 
  changes in 
  fair value of 
  cash flow 
  hedges                -         -         -            -                -     (194)          -     (194) 
 Net change in 
  fair value of 
  cash flow 
  hedges 
  transferred 
  to the Income 
  Statement             -         -         -            -                -        31          -        31 
 Deferred tax 
  arising               -         -         -            -                -        46          -        46 
 Defined 
  benefit plan 
  actuarial 
  gains                 -         -         -            -                -         -      8,091     8,091 
 Deferred tax 
  arising               -         -         -            -                -         -    (2,265)   (2,265) 
 
 Total other 
  comprehensive 
  income                -         -         -            -                -     (117)      5,826     5,709 
 
 Total 
  comprehensive 
  income for 
  the period            -         -         -            -                -     (117)     11,833    11,716 
 
 Transactions 
 with owners, 
 recorded 
 directly in 
 equity 
 Contributions 
 by and 
 distributions 
 to owners 
 Share based 
  expenses              -         -         -            -                -         -        125       125 
 Dividends to 
  equity 
  shareholders          -         -         -            -                -         -    (6,863)   (6,863) 
 Purchase of 
  own shares            -         -      (42)            -                -         -          -      (42) 
 
 Total 
  contributions 
  by and 
  distributions 
  to owners             -         -         -            -                -         -    (6,738)   (6,780) 
 
 At 30 June 
  2010             49,845    22,695   (9,514)       75,394        (213,067)     (119)    260,801   186,035 
 
 
 
                              Share                Capital 
                    Share   premium       Own   redemption   Consolid-ation   Hedging   Retained 
                  capital   account    shares      reserve          reserve   reserve   earnings      Total 
                  GBP'000   GBP'000   GBP'000      GBP'000          GBP'000   GBP'000    GBP'000    GBP'000 
 Prior year 
 At 1 January 
  2010             49,845    22,695   (9,472)       75,394        (213,067)       (2)    255,706    181,099 
 
 Total 
 comprehensive 
 income for the 
 period 
 Profit for the 
  financial 
  period 
  attributable 
  to equity 
  shareholders 
  of the 
  parent                -         -         -            -                -         -      7,350      7,350 
 Other 
 comprehensive 
 income 
 Effective 
  portion of 
  changes in 
  fair value of 
  cash flow 
  hedges                -         -         -            -                -     (505)          -      (505) 
 Net change in 
  fair value of 
  cash flow 
  hedges 
  transferred 
  to the Income 
  Statement             -         -         -            -                -       262          -        262 
 Deferred tax 
  arising               -         -         -            -                -        66          -         66 
 Defined 
  benefit plan 
  actuarial 
  gains                 -         -         -            -                -         -     27,640     27,640 
 Deferred tax 
  arising               -         -         -            -                -         -    (7,463)    (7,463) 
 Impact of the 
  change in 
  rate of 
  deferred 
  taxation              -         -         -            -                -         -      (123)      (123) 
 
 Total other 
  comprehensive 
  income                -         -         -            -                -     (177)     20,054     19,877 
 
 Total 
  comprehensive 
  income for 
  the period            -         -         -            -                -     (177)     27,404     27,227 
 
 Transactions 
 with owners, 
 recorded 
 directly in 
 equity 
 Contributions 
 by and 
 distributions 
 to owners 
 Share based 
  expenses              -         -         -            -                -         -        250        250 
 Dividends to 
  equity 
  shareholders          -         -         -            -                -         -   (10,294)   (10,294) 
 Purchase of 
  own shares            -         -      (42)            -                -         -          -       (42) 
 
 Total 
  contributions 
  by and 
  distributions 
  to owners             -         -      (42)            -                -         -   (10,044)   (10,086) 
 
 At 30 June 
  2010             49,845    22,695   (9,514)       75,394        (213,067)     (179)    273,066    198,240 
 
 

Notes to the Condensed Consolidated Half-yearly Financial Statements

1. Basis of preparation

Marshalls plc (the "Company") is a company domiciled in the United Kingdom. The Condensed Consolidated Half-yearly Financial Statements of the Company for the half year ended 30 June 2011 comprise the Company and its subsidiaries (together referred to as the "Group").

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

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

The annual financial statements of the Group are prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the EU. As required by the Disclosure and Transparency Rules of the Financial Services Authority, the Condensed Consolidated Half-yearly Financial Statements have been prepared applying the accounting policies and presentation that were applied in the preparation of the Company's Published Consolidated Financial Statements for the year ended 31 December 2010.

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

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

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

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

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

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

2. Segmental analysis

 
                              Revenue                      Operating Profit 
 
                                             Year                             Year 
                       Half year            ended       Half year            ended 
                       ended June        December       ended June        December 
                    2011        2010*       2010*       2011     2010*       2010* 
                   GBP'000    GBP'000     GBP'000    GBP'000   GBP'000     GBP'000 
 
 Continuing 
  operations        177,174   162,558     308,843     13,664     9,391      12,981 
 
 Financial income and 
  expenses (net)                                     (1,443)   (1,271)     (2,558) 
 
 Profit before tax                                    12,221     8,120      10,423 
 
 
 
 
 Geographical destination of revenue: 
                          Half year       Year ended 
                          ended June        December 
                         2011     2010*        2010* 
                      GBP'000   GBP'000      GBP'000 
 United Kingdom       171,253   160,642      306,042 
 Rest of the World      5,921     1,916        2,801 
 
                      177,174   162,558      308,843 
 
 

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

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

3. Net operating costs

 
                                Half year ended   Half year ended   Year ended 
                                           June              June     December 
                                           2011             2010*        2010* 
                                        GBP'000           GBP'000      GBP'000 
 Raw materials and 
  consumables                            61,833            54,313      108,021 
 Changes in inventories 
  of finished 
  goods and work in progress            (1,894)             1,085          830 
 Personnel costs                         44,253            39,900       80,854 
 Depreciation - owned                     8,597             8,733       17,422 
 - leased                                    41                18          101 
 Amortisation of intangible 
  assets                                    628               439        1,433 
 Own work capitalised                     (862)           (1,024)      (2,194) 
 Other operating costs                   54,181            50,586       91,500 
 Negative goodwill (Note 
  10)                                   (1,772)                 -            - 
 Acquisition costs                          482                 -            - 
 Overseas "start-up" costs                  745                 -            - 
 Share of results of 
  associates                                 14                33           63 
 
 Operating costs                        166,246           154,083      298,030 
 Other operating income                   (771)             (780)      (1,747) 
 Net gain on asset and 
  property 
  disposals                             (1,965)             (136)        (421) 
 
 Net operating costs                    163,510           153,167      295,862 
 
 

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

As set out in Note 10, on 4 March 2011 the Group obtained control of a newly formed company in Belgium engaged in the manufacture and supply of landscape products. The Group acquired 66.7 per cent of the ordinary share capital and voting interests in Marshalls NV and the new business was established following the acquisition of certain business assets and the injection of new working capital. The Group incurred acquisition-related costs of GBP482,000 relating to external legal fees and due diligence costs. The legal fees and due diligence costs have been included in net operating costs.

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

4. Financial expenses and income

 
                                Half year ended   Half year ended   Year ended 
                                           June              June     December 
                                           2011             2010*        2010* 
                                        GBP'000           GBP'000      GBP'000 
 (a) Financial expenses 
 Interest expense on bank 
  loans, 
  overdrafts and loan notes               1,651               916        2,180 
 Interest on obligations 
  under the defined 
  benefit Pension Scheme                  5,787             6,377       12,293 
 Finance lease interest 
  expense                                     5                 4            6 
 
                                          7,443             7,297       14,479 
 
 (b) Financial income 
 Expected return on Scheme 
  assets under 
  the defined benefit Pension 
  Scheme                                  5,980             5,967       11,917 
 Interest receivable and 
  similar income                             20                59            4 
 
                                          6,000             6,026       11,921 
 
 

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

5. Income tax expense

 
                                Half year ended   Half year ended   Year ended 
                                           June              June     December 
                                           2011             2010*        2010* 
                                        GBP'000           GBP'000      GBP'000 
 Current tax expense 
 Current year                             2,765             1,684        2,228 
 Adjustments for prior years                  -             (506)        (506) 
 
                                          2,765             1,178        1,722 
 Deferred tax expense 
 Origination and reversal 
  of temporary 
  differences: 
 Current year                             (829)               501        1,047 
 Adjustments for prior years              (425)                 -        (567) 
 
 Income tax expense in the 
  Consolidated Income 
  Statement (excluding tax 
  on 
  discontinued operations)                1,511             1,679        2,202 
 Tax on discontinued 
  operations (excluding loss 
  on sale)                                (194)             (169)        (339) 
 Income tax credit on 
 disposal and closure of 
 discontinued operations                  (562)                 -            - 
 
 Total tax expense                          755             1,510        1,863 
 
 
 
                        Half year ended    Half year ended          Year ended 
                              June 2011         June 2010*      December 2010* 
                            %   GBP'000        %   GBP'000         %   GBP'000 
 Reconciliation of 
 effective tax rate 
 Profit before tax: 
 Continuing 
  operations              100    12,221    100.0     8,120     100.0    10,423 
 
 Tax using domestic 
  corporation tax 
  rate                   27.0     3,300     28.0     2,274      28.0     2,918 
 Disallowed 
  amortisation of 
  intangible assets       0.5        55      0.6        46       4.1       435 
 Net 
  income/expenditure 
  not taxable           (5.2)     (639)    (1.7)     (135)       7.2       747 
 Adjustments for 
  prior years           (3.5)     (425)    (6.2)     (506)    (10.3)   (1,073) 
 Impact of the 
  change in the rate 
  of corporation tax 
  on deferred 
  taxation              (6.4)     (780)        -         -     (7.9)     (825) 
 
                         12.4     1,511     20.7     1,679      21.1     2,202 
 
 

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

6. Discontinued operations

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

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

 
                            Half year ended   Half year ended       Year ended 
                                  June 2011         June 2010    December 2010 
                                    GBP'000           GBP'000          GBP'000 
 Revenue                              5,856             7,253           14,261 
 Net operating costs                (6,575)           (7,856)         (15,471) 
 
 Loss before tax                      (719)             (603)          (1,210) 
 Income tax credit                      194               169              339 
 
 Loss after tax                       (525)             (434)            (871) 
 Loss on disposal and 
 closure of discontinued 
 operations                         (4,949)                 -                - 
 Income tax credit on 
 disposal and closure of 
 discontinued operations                562                 -                - 
 
 Net loss attributable to 
  discontinued 
  operations                        (4,912)             (434)            (871) 
 
 Basic loss per share 
  (pence)                           (2.51)p           (0.22)p          (0.45)p 
 
 Diluted earnings per 
  share (pence)                     (2.46)p           (0.22)p          (0.44)p 
 
 

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

 
 
                                      GBP'000 
 Property, plant and equipment            266 
 Intangible assets                      1,359 
 
 Assets disposed of                     1,625 
 
 Consideration received, satisfied 
  in cash                                 550 
 Consideration receivable                 450 
 Professional fees accrued               (93) 
 
 Net consideration received               907 
 
 Loss on disposal                         718 
 
 Closure costs                          4,231 
 
 Loss on disposal and closure 
  of 
  discontinued operations             (4,949) 
 
 

During the half year ended June 2011 Compton contributed an outflow of GBP808,000 to the Group's net operating cash flows (half year ended June 2010: GBP1,486,000; December 2010: GBP895,000), received GBP550,000 in respect of investing activities (half year ended June 2010: paid GBP27,000; year ended December 2010: paid GBP39,000) and paid GBPnil in respect of financing activities (half year ended June 2010: GBPnil; year ended December 2010: GBPnil).

A pre tax loss of GBP718,000 arose on the disposal of the Compton garage and the Alton and Robinson greenhouse brands, being the proceeds of disposal less the carrying amount of the relevant net assets. In addition the estimated net cost of the closure of the Compton site is GBP4,231,000. The total net loss on disposal and closure of discontinued operations is GBP4,949,000.

Basic loss per share from discontinued operations of 2.51 pence (30 June 2010: 0.22 pence; 31 December 2010: 0.45 pence) per share is calculated by dividing the loss attributable to ordinary shareholders from discontinued operations of GBP4,912,000 (30 June 2010: GBP434,000; 31 December 2010: 871,000) by the weighted average number of shares in issue during the period of 195,381,014 (30 June 2010: 195,503,776; 31 December 2010: 195,462,449).

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

7. Earnings per share

Basic earnings per share of 2.96 pence (30 June 2010: 3.07 pence; 31 December 2010: 3.76 pence) per share is calculated by dividing the profit attributable to ordinary shareholders from total operations, and after deducting non-controlling interests, of GBP5,776,000 (30 June 2010: GBP6,007,000; 31 December 2010: 7,350,000) by the weighted average number of shares in issue during the period of 195,381,014 (30 June 2010: 195,503,776; 31 December 2010: 195,462,449).

Basic earnings per share from continuing operations of 5.47 pence (30 June 2010: 3.29 pence; 31 December 2010: 4.21 pence) per share is calculated by dividing the profit from continuing operations and after deducting non-controlling interests of GBP10,688,000 (30 June 2010: GBP6,441,000; 31 December 2010: GBP8,221,000) by the weighted average number of shares in issue during the year of 195,381,014 (30 June 2010: 195,503,776; 31 December 2010: 195,462,449).

Attributable profit

 
                                                   Half year        Year ended 
                                                   ended June         December 
                                                  2011       2010         2010 
                                               GBP'000    GBP'000      GBP'000 
 Profit from continuing operations              10,710      6,441        8,221 
 Loss from discontinued operations             (4,912)      (434)        (871) 
 
 Profit attributable to ordinary 
  shareholders                                   5,798      6,007        7,350 
 Profit attributable to non-controlling 
 interests                                        (22)          -            - 
 
                                                 5,776      6,007        7,350 
 
 

Weighted average number of ordinary shares

 
                                               Half year            Year ended 
                                               ended June             December 
                                              2011          2010          2010 
                                            Number        Number        Number 
 Number of issued ordinary shares 
  (at beginning of the period)         199,378,755   199,378,755   199,378,755 
 Effect of shares transferred into 
  employee benefit trust               (1,572,741)   (1,449,979)   (1,491,306) 
 Effect of treasury shares acquired    (2,425,000)   (2,425,000)   (2,425,000) 
 
 Weighted average number of ordinary 
  shares at end of the period          195,381,014   195,503,776   195,462,449 
 
 

Diluted earnings per share of 2.90 pence (30 June 2010: 3.01 pence; 31 December 2010: 3.69 pence) per share is calculated by dividing the profit attributable to ordinary shares and potentially dilutive ordinary shares from total operations and after deducting non-controlling interests of GBP5,776,000 (30 June 2010: GBP6,007,000; 31 December 2010: GBP7,350,000) by the weighted average number of shares in issue during the period of 195,381,014 (30 June 2010: 195,503,776; 31 December 2010: 195,462,449) plus potentially dilutive shares of 3,997,741 (30 June 2010: 3,874,979; 31 December 2010: 3,916,306) which totals 199,378,755 (30 June 2010: 199,378,755; 31 December 2010: 199,378,755).

Diluted earnings per share from continuing operations of 5.36 pence (30 June 2010: 3.23 pence; 31 December 2010: 4.13 pence) per share is calculated by dividing the profit attributable to ordinary shares and potentially dilutive ordinary shares from continuing operations and after deducting non-controlling interests of GBP10,688,000 (30 June 2010: GBP6,441,000; 31 December 2010: GBP8,221,000) by the weighted average number of shares in issue during the period of 195,381,014 (30 June 2010: 195,503,776; 31 December 2010: 195,462,449) plus potentially dilutive shares of 3,997,741 (30 June 2010: 3,874,979; 31 December 2010: 3,916,306) which totals 199,378,755 (30 June 2010: 199,378,755; 31 December 2010: 199,378,755).

Weighted average number of ordinary shares (diluted)

 
                                               Half year            Year ended 
                                               ended June             December 
                                              2011          2010          2010 
                                           GBP'000        GBP'00       GBP'000 
 
  Weighted average number of 
   ordinary shares                     195,381,014   195,503,776   195,462,449 
  Effect of shares transferred into 
   employee benefit trust                1,572,741     1,449,979     1,491,306 
  Effect of treasury shares acquired     2,425,000     2,425,000     2,425,000 
 
  Weighted average number of 
   ordinary shares (diluted)           199,378,755   199,378,755   199,378,755 
 
 

8. Dividends

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

 
                 Pence per qualifying       Half year       Year ended 
                                share       ended June        December 
                                           2011      2010         2010 
                                        GBP'000   GBP'000      GBP'000 
 
 2011 interim                    1.75     3,431         -            - 
 2010 final                      3.50         -         -        6,863 
 2010 interim                    1.75         -     3,431        3,431 
 
                                          3,431     3,431       10,294 
 
 

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

 
                 Pence per qualifying       Half year       Year ended 
                                share       ended June        December 
                                           2011      2010         2010 
                                        GBP'000   GBP'000      GBP'000 
 
 2010 final                      3.50     6,863         -            - 
 2010 interim                    1.75         -         -        3,431 
 2009 final                      3.50         -     6,863        6,863 
 
                                          6,863     6,863       10,294 
 
 

The 2010 final dividend of 3.50 pence per qualifying ordinary share, total value GBP6,863,000 was paid on 8 July 2011 to shareholders registered at the close of business on 10 June 2011.

9. Employee benefits

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

 
                                                             June            December 
                                                         2011        2010        2010 
                                                      GBP'000     GBP'000     GBP'000 
 Present value of funded obligations                (214,466)   (220,204)   (212,394) 
 Fair value of Scheme assets                          210,838     193,229     208,302 
 
 Net liability in the Scheme for defined benefit 
  obligations (see below)                             (3,628)    (26,975)     (4,092) 
 
 Experience adjustments on Scheme liabilities           (200)       4,104      14,332 
 
 Experience adjustments on Scheme assets              (2,829)       3,987      13,658 
 
 
 

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

 
                                                    Half year     Year ended 
                                                    ended June      December 
                                       2011                2010         2010 
                                    GBP'000             GBP'000      GBP'000 
 
  Net liability for 
   defined benefit 
   obligations at 
   beginning of the 
   period                           (4,092)            (37,956)     (37,956) 
 Contributions received               3,300               3,300        6,600 
 Profit/(loss) recognised 
  in the Consolidated 
  Income Statement                      193               (410)        (376) 
 Actuarial (losses)/gains 
  recognised in the 
  Consolidated Statement 
  of Comprehensive 
  Income                            (3,029)               8,091       27,640 
 
 Net liability in the 
  Scheme for the defined 
  benefit obligations at 
  period end                        (3,628)            (26,975)      (4,092) 
 
 

The actuarial loss of GBP3,029,000 in the half year ended 30 June 2011 is due to the net effect of the movement in the fair value of the Scheme assets, the increase in the AA corporate bond rate from 5.5 per cent to 5.6 per cent and the increase in the inflation assumption.

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

 
                                                                      June    December 
                                                        2011           2010       2010 
 
 
 Discount rate (AA corporate bond rate)                 5.6%           5.5%       5.5% 
 Inflation (RPI)                                        3.5%           3.3%       3.4% 
 Inflation (CPI)                                        2.8%            n/a       2.7% 
 Future pension increases                               2.8%           3.3%       2.7% 
 Expected return on Scheme assets                       5.8%           6.5%       5.8% 
 Future expected lifetime of pensioner 
  at age 65 (years): 
 Male:                                                  20.7           20.5       20.6 
 Female:                                                23.8           23.5       23.8 
 
 

10. Acquisition of subsidiary and non-controlling interests

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

In the period to 30 June 2011 Marshalls NV contributed revenue of GBP4,291,000 and operating profit of GBP65,000 to the Group's results.

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

Consideration transferred

 
                                                                 GBP'000 
 Cash                                                              3,250 
 Deferred consideration                                            2,143 
 
                                                                   5,393 
 
 Identified assets acquired and liabilities assumed, recorded at fair 
  value on a provisional basis 
                                                                 GBP'000 
 Property, plant and equipment                                     7,899 
 Inventories                                                       1,104 
 Cash and cash equivalents                                         2,146 
 Trade and other debtors                                             742 
 Trade and other payables                                        (1,142) 
 
 Total net identifiable assets                                    10,749 
 
 

Net cash outflow on acquisition of subsidiaries

 
                                             GBP'000 
 Consideration paid in cash                    3,250 
 less: cash and cash equivalents acquired    (2,146) 
 
 Net cash outflow                              1,104 
 
 

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

 
                                                       GBP'000 
 Total consideration transferred                         5,393 
 Non-controlling interests, based on their 
  proportionate interest in the 
  recognised amounts of the assets and liabilities 
  of the acquiree                                        3,584 
 Fair value of identifiable 
  assets                                              (10,749) 
 
 Negative goodwill (Note 3)                            (1,772) 
 
 

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

11. Analysis of net debt

 
                             1 January                30 June 
                                  2011   Cash flow       2011 
                               GBP'000     GBP'000    GBP'000 
 
 Cash at bank and in hand        4,059      22,216     26,275 
 Debt due within one year     (40,900)     (5,763)   (46,663) 
 Debt due after one year      (30,000)    (20,000)   (50,000) 
 
                              (66,841)     (3,547)   (70,388) 
 
 

Reconciliation of Net Cash Flow to Movement in Net Debt

 
                                                Half year ended     Year ended 
                                                      June            December 
                                                  2011       2010         2010 
                                               GBP'000    GBP'000      GBP'000 
 Net increase/(decrease) in cash and cash 
  equivalents                                   22,216      9,885      (5,224) 
 Cash (inflow)/outflow from 
  increase/(decrease) in debt and lease 
  financing                                   (25,763)    (7,478)        7,539 
 
 Movement in net debt in the period            (3,547)      2,407        2,315 
 Net debt at beginning of the period          (66,841)   (69,156)     (69,156) 
 
 Net debt at the end of the period            (70,388)   (66,749)     (66,841) 
 
 

12. Borrowing facilities

The total borrowing facilities at 30 June 2011 amounted to GBP188.4 million (30 June 2010: GBP188.4 million; 31 December 2010: GBP168.4 million) of which GBP91.7 million (30 June 2010: GBP102.5 million; 31 December 2010: GBP97.5 million) remained unutilised.

These figures include an additional seasonal bank working capital facility of GBP20.0 million available between 1 February and 31 August each year.

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

 
                                                       June           December 
                                                    2011       2010       2010 
                                                 GBP'000    GBP'000    GBP'000 
 Committed 
 - Expiring in one year or less                    1,737          -      7,500 
 - Expiring in more than two years but not 
  more than five years                            45,000     57,500     65,000 
 
 Uncommitted 
 - Expiring in one year or less                   45,000     45,000     25,000 
 
                                                  91,737    102,500     97,500 
 
 

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

 
                                                       Cumulative 
                                            Facility     Facility 
                                             GBP'000      GBP'000 
 Committed facilities: 
 Q3: 2016                                     25,000       25,000 
 Q3: 2015                                     25,000       50,000 
 Q3: 2014                                     20,000       70,000 
 Q1: 2013                                     50,000      120,000 
 Q4: 2012                                     25,000      145,000 
 
 On demand facilities: 
 Available all year                           25,000      170,000 
 Seasonal (February to August inclusive)      20,000      190,000 
 

13. Principal risks and uncertainties

The principal risks and uncertainties which could impact the Group for the remainder of the current financial year are those detailed on pages 21 to 24 of the 2010 Annual Report. These cover the Strategic, Financial and Operational Risks and have not changed during the period.

Strategic risks include those relating to general economic conditions, Government policy, the actions of customers, suppliers and competitors and also weather conditions. The Group also continues to be subject to various financial risks in relation to access to funding and to the Pension Scheme, principally the volatility of the discount (AA corporate bond) rate, any downturn in the performance of equities and increases in the longevity of members. The other main financial risks arising from the Group's financial instruments are liquidity risk, interest rate risk, credit risk and foreign currency risk. Operational risks include those relating to business integration, employees and key relationships. The Group continues to monitor all these risks and pursue policies that take account of, and mitigate, the risks where possible.

Responsibility Statement

The Directors who held office at the date of approval of these Financial Statements confirm that to the best of their knowledge:

-- the Condensed Consolidated Half-yearly Financial Statements have been prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the European Union; and

-- the Half-yearly management report includes a fair review of the information required by:

(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the half year ended 30 June 2011 and their impact on the Condensed Consolidated Half-yearly Financial Statements and a description of the principal risks and uncertainties for the remaining second half of the year; and

(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the half year ended 30 June 2011 and that have materially affected the financial position or performance of the entity during that period and any changes in the related party transactions described in the last Annual Report that could do so.

The Board

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

Andrew Allner Chairman

Graham Holden Chief Executive

Ian Burrell Finance Director

David Sarti Chief Operating Officer

Alan Coppin Non-Executive Director

Mark Edwards Non-Executive Director

Tim Pile Non-Executive Director

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

By order of the Board

Cathy Baxandall

Company Secretary

26 August 2011

Cautionary Statement

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

Directors' Liability

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

Independent Review Report to Marshalls plc

Introduction

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

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

Directors' responsibilities

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

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

Our responsibility

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

Scope of review

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

Conclusion

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

Chris Hearld

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

Neville Street Leeds LS1 4DW 26 August 2011

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR UVSVRARAWUAR

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