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ECEL Eurocell Plc

137.00
0.00 (0.00%)
24 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Eurocell Plc LSE:ECEL London Ordinary Share GB00BVV2KN49 ORD GBP0.001
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 137.00 135.00 139.00 137.00 137.00 137.00 114,799 07:34:22
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Plastics Products, Nec 364.5M 9.6M 0.0857 15.99 153.52M

Eurocell plc Half year results (8186M)

02/08/2017 7:00am

UK Regulatory


Eurocell (LSE:ECEL)
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TIDMECEL

RNS Number : 8186M

Eurocell plc

02 August 2017

2 August 2017

EUROCELL PLC (Symbol: ECEL)

HALF YEAR RESULTS FOR THE SIX MONTHSED 30 JUNE 2017

A good first half - gaining share in a flat RMI market

Eurocell plc is a market leading, vertically integrated UK manufacturer, distributor and recycler of innovative window, door and roofline PVC products

 
                                  H1 2017       H1       Change 
                                              2016 
-------------------------------  --------  -------  ----------- 
 Key financial performance 
  measures 
 Revenue (GBP million)              108.1     97.2          11% 
 Gross margin %                     51.4%    52.1%       (0.7%) 
 Adjusted EBITDA (GBP million) 
  (1) (4)                            14.9     14.2           5% 
 Adjusted profit before 
  tax (GBP million) (2)              11.3     10.7           6% 
 Adjusted basic earnings 
  per share (pence) (3)               9.4      8.7           8% 
 Interim dividend per share 
  (pence)                             3.0      2.8           7% 
 Net debt (GBP million) 
  (5)                                20.8     31.3   (GBP10.5m) 
 Other statutory accounting 
  measures 
 Profit before tax (GBP 
  million)                           10.8     10.3           5% 
 Basic earnings per share 
  (pence)                             8.9      8.4           6% 
-------------------------------  --------  -------  ----------- 
 

Financial Highlights

   --    Good sales growth of 9% (excluding acquisitions) 
   --    Gross margin reduction reflects the impact of raw material price inflation 

-- Robust cash flow and net debt performance, despite significant investment in business expansion

Operational Highlights

   --    On track to open 30 new branches this year, with 15 new sites in H1 2017 
   --    Initiatives driving strong growth in private sector new build business 
   --    Increased use of recycled material in manufactured products to 15% (H1 2016: 13%) 

Mark Kelly, Chief Executive of Eurocell plc said:

"Eurocell has enjoyed a good first half, gaining share in a flat RMI market. We reported robust financial results, delivered another consistent operational performance and continued to invest in the growth of our business.

We are implementing selling price increases to mitigate raw material pricing pressure where possible, but the market does lag supplier price rises. We continue to manage underlying operating costs tightly, whilst progressing further our strategic priorities.

As a result, despite some signs of market hesitancy, our expectations for the full year remain unchanged. We believe that our proven strategy and capabilities will enable Eurocell to deliver value to our customers and shareholders throughout the remainder of 2017 and beyond."

NOTES FOR ANALYSTS AND EDITORS

Financial Review

   --    Revenue growth of 9% (excluding acquisitions) includes: 
   -     Underlying(6) sales growth of 6% 

o Profiles division organic sales growth of 6%

o Building Plastics division like for like(7) sales growth of 6%

   -     Sales from branches opened in 2016 and 2017 of GBP2.3 million 
   --    Gross margin 51.4% (H1 2016: 52.1%) 

- Raw material price pressure, including resin prices up 11% in 2017 (17% in the last 12 months)

   -     Larger fabricators growing strongly, taking a greater share of the available volume mix 
   --    Operating costs include the impact of acquisitions and investment in new branches 
   -     Underlying(6) operating cost increase of 4% 
   --    Tax rate on adjusted profit before tax of 17.2% includes the benefit of Patent Box(8) relief 
   --    Capital investment of GBP3.6 million (H1 2016: GBP2.7 million) 
   --    Interim dividend of 3.0 pence per share (H1 2016: 2.8 pence per share) up 7% 

Business Review

   --    Building customer prospect pipeline in the Profiles division 
   -     Moving a number of new trade fabricators on to Eurocell systems in H2 
   --    Increased sales of windows through branches to GBP3.8 million (H1 2016: GBP3.3 million) 

- Implementing configuration software across the branch network, with common pricing and specifications

   --    Warehouse operations back in-house from February 2017 to enhance customer service 
   -     Improved on-time in-full deliveries to 96% (full year 2016: 91%) 
   --    Security Hardware acquired in February 2017 for consideration of GBP1.3 million 
   -     Supplier of locks, hardware and spares to the RMI market, with annual sales of GBP3 million 
   -     Developing the spares proposition for our branches 

Notes:

(1) Adjusted EBITDA represents earnings before interest, tax, depreciation, amortisation and non-recurring costs.

   (2)   Adjusted profit before tax represents profit before tax and non-recurring costs. 
   (3)   Adjusted basic earnings per share excludes non-recurring costs and the related tax effect. 

(4) Non-recurring costs for H1 2017 of GBP0.5 million comprise professional fees and earn out costs related to the acquisition of Security Hardware, as well as the redundancy and settlement costs of a staff reorganisation. Non-recurring costs for H1 2016 of GBP0.5 million comprise duplicated costs relating to the handover period during which the Company employed two CEO's, as well as professional fees related to the acquisition of Vista Panels.

   (5)   Net debt is cash and cash equivalents less bank overdrafts, other loans and borrowings. 

(6) Underlying sales and operating costs exclude acquisitions and branches opened in 2016 and 2017.

   (7)   Like for like branch sales exclude branches opened in 2016 and 2017. 

(8) An HMRC approved scheme, allowing a 10% tax rate on profits derived from products that incorporate patents.

Enquiries:

 
 Eurocell plc                     Teneo Blue Rubicon 
 Mark Kelly, Chief Executive      Ben Foster 
  Officer 
                                  +44 (0) 20 3603 
 +44 (0) 1773 842 105              5221 
 
 Michael Scott, Chief Financial   Camilla Cunningham 
  Officer 
                                  +44 (0) 20 3757 
 +44 (0) 1773 842 140              9235 
 

CHIEF EXECUTIVE'S REVIEW

I am pleased to report a good performance in the first half of the year. The RMI market has remained broadly flat, but we have continued to take share and delivered higher revenues and profits. Overall, sales were up 9% (excluding acquisitions) and adjusted EBITDA was up 5% and in line with our expectations. Further information on financial performance is provided in the Group Financial Review.

STRATEGIC PRIORITIES

As reported earlier this year, in January we conducted a full review of the Company's strategy and the fundamental elements of our markets and activities. At the conclusion of this process, we reaffirmed that our overall objective remains to deliver sustainable growth in shareholder value by increasing sales and profits at above market level growth rates.

We have five clear strategic priorities to help us achieve our overall objective:

   --          Target growth in market share 
   --          Expand the branch network 
   --          Develop innovative new products 
   --          Increase the use of recycled materials 
   --          Explore potential bolt-on acquisition opportunities 

We have made further progress with these priorities during H1, with the key aspects described below.

OPERATIONAL PERFORMANCE

Health and safety

The safety and well-being of our employees and contractors is our first operational priority. We continue to maintain good safety performance and recorded no major injuries in H1 2017 under the Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 2013 (RIDDOR).

We have however recently received notification from the Health and Safety Executive ('HSE') that they intend to prosecute the Company under the Health and Safety at Work Act, following a minor accident to an employee in August 2016. We are taking legal advice on the matter, with proceedings due to commence in August.

Production

We delivered another consistent production performance in H1 2017. Across our various sites we are working to standardise processes and share best practice wherever possible. This, together with judicious capital investment, on-going work on lean manufacturing techniques and continuous improvement driven by our Kaizen team, supports the delivery of on-going manufacturing efficiencies.

Warehouse logistics

We reported at our preliminary results in March that, following a period of outsourcing to DHL, the operation of our main warehouse facility was brought back in-house with effect from February 2017.

We have worked, with the full cooperation of DHL, to understand how the arrangements could be better structured to deliver a more efficient operation and improved customer service levels. We have made good progress, with on-time in-full deliveries increased to 96%, compared to 91% for full year 2016. Initiatives include shorter production run times and revised warehouse shift patterns, with picking and relationship teams assigned to specific key accounts.

Recycling

The project to expand the capacity of our recycling facility remains on track. Use of recycled materials in our primary extrusion manufacturing processes increased to 15% in the first half, compared to 13% in H1 2016.

Our efforts to secure increased supplies of in-feed stock for the recycling plant are proving successful, with collections up 26% so far this year, compared to H1 2016. These initiatives include back-hauling material from our fabricator, installer and branch networks. This is an important programme, which should support our objective to continue to increase our use of recycled materials.

PROFILES DIVISION REVIEW

 
                          H1 2017  H1 2016  Change 
                             GBPm     GBPm       % 
------------------------  -------  -------  ------ 
3rd party revenue            46.4     42.4       9 
------------------------  -------  -------  ------ 
     Organic                 41.7     39.3       6 
      Vista Panels(1)         4.7      3.1      52 
------------------------  -------  -------  ------ 
Inter-segmental revenue      21.8     18.9      15 
------------------------  -------  -------  ------ 
Total revenue                68.2     61.3      11 
------------------------  -------  -------  ------ 
Adjusted EBITDA              11.7     11.4       3 
------------------------  -------  -------  ------ 
 

(1) Acquired March 2016

Profiles revenue

Profiles third party revenue was up 9% in H1 to GBP46.4 million (H1 2016: GBP42.4 million), which includes an organic sales increase of 6%. The remaining growth was driven by the acquisition of Vista Panels in March 2016.

We have continued to gain share, with the RMI market (the most significant external driver of our performance) remaining broadly flat during H1 2017.

Our larger trade fabricators are still growing strongly, taking a greater share of the available volume mix. Generally, the larger trade fabricators have been increasing their capacity, by extending or adding factory units and investing in new plant and machinery. As such, they are benefiting from economies of scale and automation, which is allowing them to grow share at the expense of smaller fabricators.

In addition, on a number of trade accounts we have become a second supplier, which delivers some limited volume growth but importantly serves to protect margin, by avoiding excessive selling price competition. We are building our customer prospect pipeline and will be moving a number of new trade fabricators on to Eurocell systems during H2.

We have also continued to see good growth in the private new build sector, where our specifications teams have been successful in generating demand, well supported by our ability to supply excellent products through the new build fabricator network.

Finally, Vista Panels (acquired in March 2016) continues to perform in line with our expectations, with 39% of door sales now channelled through our branch network (H1 2016: 36%).

Profiles adjusted EBITDA

Adjusted EBITDA in H1 2017 was GBP11.7 million (H1 2016: GBP11.4 million), an increase of 3%.

Gross margin and return on sales in the Profiles division are lower in H1 2017, largely as a result of increasing raw material price pressure, particularly for resin. We are implementing selling price increases to mitigate this where possible, but the market does lag supplier price rises. In addition, margins have been impacted by a shift in sales mix towards larger fabricators at the expense of smaller customers as described above. The increase in adjusted EBITDA is therefore a function of sales growth.

BUILDING PLASTICS DIVISION REVIEW

 
                             H1 2017  H1 2016  Change 
                                GBPm     GBPm       % 
---------------------------  -------  -------  ------ 
3rd party revenue               61.8     54.8      13 
---------------------------  -------  -------  ------ 
     Organic                    60.7     54.8      11 
      Security Hardware(1)       1.1        -     n/a 
---------------------------  -------  -------  ------ 
Inter-segmental revenue          0.3      0.3       - 
---------------------------  -------  -------  ------ 
Total revenue                   62.1     55.1      13 
---------------------------  -------  -------  ------ 
Adjusted EBITDA                  3.2      2.7      19 
---------------------------  -------  -------  ------ 
 

(1) Acquired February 2017

Building Plastics revenue

Building Plastics revenue was up 13% to GBP61.8m (H1 2016: GBP54.8m), which includes an increase in like for like sales of 6%, as well as the impact of branch openings and the acquisition of Security Hardware.

Like for like sales includes growth from branches opened in 2015 and prior, as the more recent sites from that vintage begin to mature. Growth was bolstered by increased sales of windows through the branch network, which were GBP3.8 million in H1 2017, compared to GBP3.3 million last year. We are implementing configuration software across the network, using common pricing and specifications for windows supplied to all Eurocell branches. This is proving successful and we will develop the software to incorporate products such as Skypod and doors.

Like for like growth also includes some benefit from an initiative to improve our proposition as a one-stop shop for customers, via the roll-out of an additional 500 product lines in 2016. In addition, the acquisition of Vista Panels has supported growth in the sales of doors through the branches, which reached GBP3.1 million in H1 2017 (H1 2016: GBP2.6m).

In terms of new branches, we opened 15 in H1, compared to 7 in the first half of last year. We now have a total of 174 branches providing national coverage across the UK, which offers a significant competitive advantage, and remain on track to open a total of 30 new sites this year. Branches opened in 2016/17 added GBP2.3 million to sales in H1 2017.

Building Plastics adjusted EBITDA

Adjusted EBITDA for H1 2017 was GBP3.2 million (H1 2016: GBP2.7 million), an increase of 19%.

Gross margin and return on sales were both slightly improved during the first half compared to H1 2016. Although we continue to experience price pressure on raw materials and some traded goods, this has to date been substantially mitigated with a selling price increase implemented in April 2017. The increase in adjusted EBITDA is therefore driven largely by sales growth.

Higher overheads in Building Plastics includes important investment to accelerate the pace of expansion of our branch network described above. New branches are a key driver of future sales and profit growth, but they do create downward pressure on profitability in the short-term due to investment in central infrastructure and in our teams at new sites. However, we are making good progress with initiatives to support new branches reaching profitability sooner, which now include a more comprehensive and sustained marketing campaign.

Looking to the future, following trials in the first quarter, we have now rolled-out Peer Pricing across the full branch network. This is a mechanism which displays to branch staff at point of sale the average historic selling prices for products sold by their branch, region and nationally across the Eurocell Group. We expect Peer Pricing to support margin in the branches.

Security Hardware

The Building Plastics division also includes Security Hardware, acquired in February 2017 for consideration (net of cash acquired) of GBP1.3 million. Security Hardware is a supplier of locks and hardware, primarily to the RMI market, with annual sales of approximately GBP3 million.

Security Hardware stocks around 3,000 products, covering the major hardware brands and an own label offering. This extensive product range enables the business to supply a significant proportion of the replacement parts routinely required by the RMI market.

The acquisition means we can offer the full product range throughout our branch network, allowing Eurocell to better engage with facilities management companies and other large maintenance contractors. This forms another part of our objective to become a one-stop shop for anything window related for our customers. We also plan to develop a range of hardware to complement our window profile. This will enable our fabricator customers to offer a fully certified common specification of window (including hardware), allowing us to target a greater share of the new build market and grow sales of windows through the branches.

The business is performing in line with our expectations and the integration is on track, with inventory now available in every branch.

OUTLOOK

Eurocell has enjoyed a good first half, gaining share in a flat RMI market. We reported robust financial results, delivered another consistent operational performance and continued to invest in the growth of our business.

We are implementing selling price increases to mitigate raw material pricing pressure where possible, but the market does lag supplier price rises. We continue to manage underlying operating costs tightly, whilst progressing further our strategic priorities.

As a result, despite some signs of market hesitancy, our expectations for the full year remain unchanged.

We believe that our proven strategy and capabilities will enable Eurocell to deliver value to our customers and shareholders throughout the remainder of 2017 and beyond.

Mark Kelly

Chief Executive Officer

GROUP FINANCIAL REVIEW

 
Group                                       H1 2017 GBP000  H1 2016 GBP000 
------------------------------------------  --------------  -------------- 
Revenue                                            108,129          97,220 
Gross profit                                        55,607          50,661 
Gross margin %                                       51.4%           52.1% 
Overheads (1)                                     (40,667)        (36,441) 
------------------------------------------  --------------  -------------- 
Adjusted EBITDA                                     14,940          14,220 
Depreciation and amortisation                      (3,312)         (3,069) 
------------------------------------------  --------------  -------------- 
Adjusted operating profit                           11,628          11,151 
Finance costs                                        (282)           (403) 
------------------------------------------  --------------  -------------- 
Adjusted profit before tax                          11,346          10,748 
Tax on adjusted profit                             (1,949)         (2,029) 
------------------------------------------  --------------  -------------- 
Adjusted profit after tax                            9,397           8,719 
------------------------------------------  --------------  -------------- 
Adjusted basic earnings per share (pence)              9.4             8.7 
------------------------------------------  --------------  -------------- 
 
Non-recurring costs                                  (539)           (455) 
Reported profit before tax                          10,807          10,293 
Reported basic earnings per share (pence)              8.9             8.4 
------------------------------------------  --------------  -------------- 
 

(1) Overheads represent distribution and administrative expenses excluding depreciation and amortisation.

REVENUE

Revenue for H1 2017 was GBP108.1 million (H1 2016: GBP97.2 million), which represents growth of 11%, or 9% excluding acquisitions. Underlying sales growth (i.e. excluding the impact of acquisitions and branches opened in 2016/17) was 6%.

As described in the Divisional Reviews, sales have been driven by strong like for like growth in the Building Plastics branch network (GBP3.5 million, or 6% for the division) and the positive impact from branches opened in 2016/17 (GBP2.3 million, or 4% for the division). We have also delivered good organic growth in Profiles (GBP2.4 million, or 6% for the division). Together, the acquisitions of Vista Panels and Security Hardware added GBP2.7 million to sales in H1 2017.

GROSS MARGIN

We have experienced increasing price pressure for raw materials and traded goods, with resin in particular up 11% so far this year and 17% over the last 12 months. In addition, margins have been impacted by the sales mix, with stronger growth in sales to larger fabricators relative to smaller customers.

As described in the Divisional Reviews, these factors have been mitigated by the implementation of selling price increases where possible, and the increased use of recycled materials in our primary extrusion operations.

Overall, this has resulted in a reduction in our gross margin from 52.1% in H1 2016 to 51.4% in H1 2017.

OVERHEADS

Overheads for the half year were GBP40.7 million compared to GBP36.4 million in H1 2016, representing a very similar percentage of sales for both periods. The increase includes GBP1.6 million as a result of new branches opened in 2016/17 and GBP1.4 million from acquisitions. The balance of GBP1.3 million relates to an increase of 4% in the underlying business, where sales growth was 6% as described above. We continue to focus on the tight control of underlying overheads, with the increase driven largely by the impact of the Minimum Wage legislation and higher volume related distribution costs.

DEPRECIATION AND AMORTISATION

Depreciation and amortisation for H1 2017 is GBP3.3 million (H1 2016: GBP3.1 million), with the increase due to amortisation of acquired intangibles relating to the acquisitions of Vista and Security Hardware.

FINANCE COSTS

Finance costs for H1 2017 were GBP0.3 million (H1 2016: GBP0.4 million), reflecting lower average net debt in 2017.

ADJUSTED PROFIT MEASURES

Adjusted EBITDA, adjusted operating profit and adjusted profit before tax all exclude non-recurring costs (see below). Adjusted profit after tax and adjusted earnings per share exclude non-recurring costs and the related tax effect.

Adjusted profit measures are provided as additional guidance to statutory measures to help better describe the underlying performance of the Group.

NON-RECURRING COSTS

Non-recurring costs for H1 2017 of GBP0.5 million comprise professional fees and earn out costs related to the acquisition of Security Hardware, as well as the redundancy and settlement costs of a staff reorganisation. Non-recurring costs for H1 2016 of GBP0.5 million comprise duplicated costs relating to the handover period during which the Company employed two CEO's, as well as professional fees related to the acquisition of Vista Panels.

TAX

The effective tax rate on adjusted profit before tax for H1 2017 of 17.2% was lower than the standard corporation tax rate for this year due to the benefit of Patent Box relief. The effective rate on adjusted profit before tax for H1 2016 of 18.9% was close to the standard rate for that period. The effective tax rate on reported profit before tax for H1 2017 was 17.4% (H1 2016: 18.8%).

The full year tax rate for 2016 of 17.7% was lower than the standard rate due to the beneficial impact on deferred tax of future reductions in the corporation tax rate enacted in the period, as well as adjustments to prior year taxes.

EARNINGS PER SHARE

Taking into account all of the factors described above, adjusted basic earnings per share for the period was 9.4 pence (H1 2016: 8.7 pence). Reported basic earnings per share was 8.9 pence (H1 2016: 8.4 pence). The dilutive impact of outstanding share options is not significant.

ACQUISITIONS

As previously described, the Group acquired Security Hardware in February 2017 for an initial consideration of GBP1.3 million (net of cash acquired, see also Cash Flow below). The impact of Security Hardware on Group earnings for 2017 is not expected to be material.

DIVIDS

On 1 August 2017, the Board approved an interim dividend for the six months ended 30 June 2017 of 3.0 pence per share (GBP3.0 million), representing an increase of 7% on the corresponding period. This is in line with the policy set out at our IPO, to target initially a dividend of approximately 40% of adjusted earnings, with a progressive policy in future years, and with interim and final dividends in the approximate proportions of one-third and two-thirds.

The interim dividend will be paid on or before 6 October 2017 and shares will be marked ex-dividend on 8 September 2017.

CAPITAL EXPITURE

We continue to invest in our future, with capital expenditure for H1 2017 of GBP3.6 million (H1 2016: GBP2.7 million). Capital expenditure includes investment to increase our recycling capacity of GBP0.6 million and in new branches opened in H1 2017 of GBP1.0 million. Investment of GBP0.8 million in Operations includes new tooling costs and general maintenance capex. Other capital expenditure of GBP1.2 million includes branch refurbishments and various IT related costs.

CASH FLOW

Net cash generated from operating activities was GBP10.3 million for the period, compared to GBP9.7 million in H1 2016.

This includes a net outflow from working capital for H1 2017 of GBP1.8 million, comprised of an increase in stocks (GBP2.5 million), an increase in trade and other receivables (GBP5.8 million) and an increase in trade and other payables (GBP6.5 million). This compares to a net outflow from working capital of GBP3.3 million in H1 2016. It also includes tax paid of GBP2.6 million (H1 2016: GBP1.2 million).

The increase in stocks so far this year has been driven largely by the 15 new branches, as well as the introduction of new product lines to the branch network. However, stock days were 58 at 30 June 2017, compared to 67 at 30 June 2016 and 58 at 31 December 2016. The changes to trade receivables and payables reflect normal business seasonality, alongside increased activity and growth in 2017.

Other payments include acquisitions of GBP1.3 million (H1 2016: GBP6.3 million), capital investment of GBP3.6 million (H1 2016: GBP2.7 million) and financing costs of GBP0.3 million (H1 2016: GBP0.3 million).

Dividends paid in H1 2017 represent the final dividend for 2016 of 5.7 pence per share (or GBP5.7 million). (H1 2016: 2015 final dividend of GBP5.2 million)

Taking all of these factors into account, net debt increased by GBP0.5 million during the first half to GBP20.8 million at 30 June 2017 (31 December 2016: GBP20.3 million).

BANK FACILITIES

We have an unsecured, multicurrency, revolving credit facility of GBP45 million, provided by Barclays and Santander. The Group operates comfortably within the terms of the facility and related financial covenants. The facility matures in 2020.

SEASONALITY OF TRADING

The Group is affected by seasonality. Demand in the second half of the year is usually higher than in the first half, with September to November typically representing our peak sales period. In addition, the new build markets are typically slow during the first quarter of the year.

PRINCIPAL RISKS AND UNCERTAINITIES

The principal risks and uncertainties faced by the Group are set out in the 2016 Annual Report (pages 36-39). These risks remain unchanged and are as follows:

   --      Macro-economic conditions 
   --      EU Referendum 
   --      Raw material prices 
   --      Raw material supply 
   --      Unplanned plant downtime 
   --      Corporate and regulatory risks 
   --      Unsuccessful branch openings 
   --      Customer credit risks 
   --      Failure to develop new products 
   --      Ability to attract and retain key personnel and highly skilled individuals 
   --      Cyber security 
   --      Failure to identify, complete and integrate bolt-on acquisitions 

Michael Scott

Chief Financial Officer

RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE HALF YEAR REPORT

We confirm that to the best of the Directors' knowledge:

-- The condensed set of financial statements has been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting' (IAS 34) as adopted by the EU and;

   --      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 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.

By Order of the Board

Mark Kelly Michael Scott

Chief Executive Officer Chief Financial Officer

1 August 2017 1 August 2017

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ending 30 June 2017

 
                                      6 months ended 30                        6 months ended 30 June                     Year ended 31 December 
                                          June 2017                                      2016                                      2016 
 
                            Recurring   Non-recurring         Total     Recurring   Non-recurring         Total    Recurring   Non-recurring       Total 
                               GBP000          GBP000        GBP000        GBP000          GBP000        GBP000       GBP000          GBP000      GBP000 
                   Note   (Unaudited)     (Unaudited)   (Unaudited)   (Unaudited)     (Unaudited)   (Unaudited)    (Audited)       (Audited)   (Audited) 
----------------  -----  ------------  --------------  ------------  ------------  --------------  ------------  -----------  --------------  ---------- 
 
 Revenue            5         108,129               -       108,129        97,220               -        97,220      204,816               -     204,816 
 Cost of sales               (52,522)               -      (52,522)      (46,559)               -      (46,559)     (98,251)               -    (98,251) 
 
 Gross profit                  55,607               -        55,607        50,661               -        50,661      106,565               -     106,565 
 
 Distribution 
  costs                       (8,158)               -       (8,158)       (7,145)               -       (7,145)     (15,517)               -    (15,517) 
 Administrative 
  expenses                   (35,821)           (539)      (36,360)      (32,365)           (455)      (32,820)     (66,096)           (455)    (66,551) 
 
 Operating 
  profit                       11,628           (539)        11,089        11,151           (455)        10,696       24,952           (455)      24,497 
 Finance expense                (282)               -         (282)         (403)               -         (403)        (677)               -       (677) 
 
 Profit before 
  tax                          11,346           (539)        10,807        10,748           (455)        10,293       24,275           (455)      23,820 
 
 Taxation           7         (1,949)              66       (1,883)       (2,029)              89       (1,940)      (4,299)              81     (4,218) 
 
 Profit for 
  the period                    9,397           (473)         8,924         8,719           (366)         8,353       19,976           (374)      19,602 
----------------  -----  ------------  --------------  ------------  ------------  --------------  ------------  -----------  --------------  ---------- 
 
 Basic earnings 
  per share 
  (pence)            9            9.4                           8.9           8.7                           8.4         20.0                        19.6 
----------------  -----  ------------  --------------  ------------  ------------  --------------  ------------  -----------  --------------  ---------- 
 
 
                                        The group has no other comprehensive income in the current or prior year. 
 
 
 
 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 
 As at 30 June 2017 
 
                                             30 June       30 June   31 December 
                                                2017          2016          2016 
                                              GBP000        GBP000        GBP000 
                                  Note   (Unaudited)   (Unaudited)     (Audited) 
-------------------------------  -----  ------------  ------------  ------------ 
 Assets 
 Non-current assets 
 Property, plant and 
  equipment                        11         29,876        27,713        29,294 
 Intangible assets                 11         20,151        20,119        19,713 
 
 Total non-current assets                     50,027        47,832        49,007 
-------------------------------  -----  ------------  ------------  ------------ 
 
 Current assets 
 Inventories                                  20,846        18,886        17,404 
 Trade and other receivables                  34,267        31,255        28,123 
 Cash and cash equivalents                     4,993         2,580         5,559 
 
 Total current assets                         60,106        52,721        51,086 
-------------------------------  -----  ------------  ------------  ------------ 
 
 Total assets                                110,133       100,553       100,093 
-------------------------------  -----  ------------  ------------  ------------ 
 
 Liabilities 
 Current liabilities 
 Bank overdrafts and 
  other loans                                   (18)          (53)          (42) 
 Trade and other payables                   (36,478)      (29,964)      (29,042) 
 Provisions                                     (48)          (48)          (48) 
 Corporation tax                             (2,185)       (1,980)       (2,873) 
 
 Total current liabilities                  (38,729)      (32,045)      (32,005) 
-------------------------------  -----  ------------  ------------  ------------ 
 
 Non-current liabilities 
 Borrowings                                 (25,818)      (33,832)      (25,785) 
 Trade and other payables                      (350)         (355)         (520) 
 Provisions                                  (1,351)       (1,442)       (1,463) 
 Deferred tax                                (2,182)       (3,020)       (2,194) 
 
 Total non-current liabilities              (29,701)      (38,649)      (29,962) 
-------------------------------  -----  ------------  ------------  ------------ 
 
 Total liabilities                          (68,430)      (70,694)      (61,967) 
-------------------------------  -----  ------------  ------------  ------------ 
 
 Net assets                                   41,703        29,859        38,126 
-------------------------------  -----  ------------  ------------  ------------ 
 
 Equity attributable 
  to equity holders of 
  the parent 
 Share capital                                   100           100           100 
 Share premium                                 1,926         1,926         1,926 
 Other reserves                                  701           530           348 
 Retained earnings                            38,976        27,303        35,752 
 
 Total equity                                 41,703        29,859        38,126 
-------------------------------  -----  ------------  ------------  ------------ 
 
 
 CONSOLIDATED CASH FLOW STATEMENT 
 For the six months ending 30 June 2017 
 
                                             6 months      6 months          Year 
                                                ended         ended         ended 
                                              30 June       30 June   31 December 
                                                 2017          2016          2016 
                                               GBP000        GBP000        GBP000 
                                   Note   (Unaudited)   (Unaudited)     (Audited) 
--------------------------------  -----  ------------  ------------  ------------ 
 
 Cash generated from operations     12         12,677        10,711        31,782 
 Non-recurring costs                6             539           455           455 
 
 Cash generated from underlying 
  operations                                   13,216        11,166        32,237 
 
 Income taxes paid                            (2,610)       (1,158)       (3,537) 
 Non-recurring costs paid                       (332)         (273)         (273) 
 
 Net cash generated from 
  operating activities                         10,274         9,735        28,427 
 
 Investing activities 
 Acquisition of subsidiary, 
  net of cash acquired              10        (1,260)       (6,332)       (6,332) 
 Purchase of property, 
  plant and equipment               11        (3,046)       (2,129)       (6,342) 
 Purchase of intangible 
  assets                            11          (535)         (567)         (877) 
 
 Net cash used in investing 
  activities                                  (4,841)       (9,028)      (13,551) 
 
 Financing activities 
 Proceeds from bank borrowings                      -         8,000         8,000 
 Repayment of bank borrowings                    (24)         (485)       (8,523) 
 Finance costs paid                             (275)         (291)         (643) 
 Dividends paid to equity 
  shareholders                      8         (5,700)       (5,200)       (8,000) 
 
 Net cash (used in)/generated 
  from financing activities                   (5,999)         2,024       (9,166) 
 
 Net (decrease)/increase 
  in cash and cash equivalents                  (566)         2,731         5,710 
--------------------------------  -----  ------------  ------------  ------------ 
 Cash and cash equivalents 
  at the beginning of the 
  period                                        5,559         (151)         (151) 
--------------------------------  -----  ------------  ------------  ------------ 
 Cash and cash equivalents 
  at the end of the period                      4,993         2,580         5,559 
--------------------------------  -----  ------------  ------------  ------------ 
 
 Net debt 
 Cash and cash equivalents                      4,993         2,580         5,559 
 Bank overdrafts and other 
  loans                                          (18)          (53)          (42) 
 Bank loans                                  (25,818)      (33,832)      (25,785) 
 
                                             (20,843)      (31,305)      (20,268) 
--------------------------------  -----  ------------  ------------  ------------ 
 
 
 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 
 
 For the 6 months ended          Share      Share    Retained       Other     Total 
  30 June 2017 (Unaudited)     capital    premium    earnings    reserves    equity 
                                GBP000     GBP000      GBP000      GBP000    GBP000 
---------------------------  ---------  ---------  ----------  ----------  -------- 
 
 Balance at 1 January 
  2017                             100      1,926      35,752         348    38,126 
 
 Comprehensive income 
  for the period 
 Profit for the period               -          -       8,924           -     8,924 
 
 Total comprehensive 
  income for the period              -          -       8,924           -     8,924 
 
 Contributions by and 
  distributions to owners 
 Share based payments                -          -           -         289       289 
 Deferred tax on share 
  based payments                     -          -           -          64        64 
 Dividends paid (note 
  8)                                 -          -     (5,700)           -   (5,700) 
 
 Total contributions 
  by and distributions 
  to owners                          -          -     (5,700)         353   (5,347) 
 
 Balance at 30 June 
  2017                             100      1,926      38,976         701    41,703 
---------------------------  ---------  ---------  ----------  ----------  -------- 
 
 For the 6 months ended          Share      Share    Retained       Other     Total 
  30 June 2016 (Unaudited)     capital    premium    earnings    reserves    equity 
                                GBP000     GBP000      GBP000      GBP000    GBP000 
---------------------------  ---------  ---------  ----------  ----------  -------- 
 
 Balance at 1 January 
  2016                             100      1,926      24,150         380    26,556 
 
 Comprehensive income 
  for the period 
 Profit for the period               -          -       8,353           -     8,353 
 
 Total comprehensive 
  income for the period              -          -       8,353           -     8,353 
 
   Contributions by and 
   distributions to owners 
 Share based payments                -          -           -         127       127 
 Deferred tax on share 
  based payments                     -          -           -          23        23 
 Dividends paid (note 
  8)                                 -          -     (5,200)           -   (5,200) 
 
 Total contributions 
  by and distributions 
  to owners                          -          -     (5,200)         150   (5,050) 
 
 Balance at 30 June 
  2016                             100      1,926      27,303         530    29,859 
---------------------------  ---------  ---------  ----------  ----------  -------- 
 
 
 For the year ended                                   Share       Share      Retained       Other       Total 
  31 December 2016 (Audited)                        capital     premium      earnings    reserves      equity 
                                                     GBP000      GBP000        GBP000      GBP000      GBP000 
-----------------------------------------  ----------------  ----------  ------------  ----------  ---------- 
 
 Balance at 1 January 
  2016                                                  100       1,926        24,150         380      26,556 
 
 Comprehensive income 
  for the year 
 Profit for the year                                      -           -        19,602           -      19,602 
 
 Total comprehensive 
  income for the year                                     -           -        19,602           -      19,602 
 
 Contributions by and 
  distributions to owners 
 Share based payments                                     -           -             -         239         239 
 Release of share based 
  payments                                                -           -             -       (221)       (221) 
 Deferred tax on share 
  based payments                                          -           -             -        (50)        (50) 
 Dividends paid (note 
  8)                                                      -           -       (8,000)           -     (8,000) 
 
 Total contributions 
  by and distributions 
  to owners                                               -           -       (8,000)        (32)     (8,032) 
 
 Balance at 31 December 
  2016                                                  100       1,926        35,752         348      38,126 
-----------------------------------------  ----------------  ----------  ------------  ----------  ---------- 
 
 1.     BASIS OF PREPARATION 
        The half year report for the 6 months ended 
         30 June 2017 reflects the results of the Company 
         and its subsidiaries (together the 'Group'). 
         It has been prepared in accordance with IAS 
         34 'Interim Financial Reporting' as adopted 
         by the European Union and the Disclosure and 
         Transparency rules of the Financial Conduct 
         Authority, and includes the half year condensed 
         consolidated financial statements (the 'interim 
         financial statements'). 
 
         The interim financial statements do not constitute 
         statutory accounts as defined in Section 434 
         of the Companies Act 2006. They do not include 
         all the information required for full financial 
         statements and should be read in conjunction 
         with the 2016 Annual Report. 
 
         The comparative figures for the year ended 
         31 December 2016 have been extracted from the 
         Group's audited financial statements for that 
         year. Those financial statements are included 
         in the 2016 Annual Report and have been delivered 
         to the Registrar of Companies. The auditor's 
         report was (i) unqualified, (ii) did not include 
         a reference to any matters to which the auditors 
         drew attention by way of emphasis without qualifying 
         their audit report, and (iii) did not contain 
         a statement under Section 498 (2) or (3) of 
         the Companies Act 2006. 
 
         The interim financial statements are unaudited, 
         but have been reviewed by the auditors in accordance 
         with the Auditing Practices Board guidance 
         on Review of Interim Financial Information. 
 
         The half year report was approved by the Board 
         of Directors on 1 August 2017. 
 2.     GOING CONCERN 
        The interim financial statements have been 
         prepared on a going concern basis. The Directors 
         are satisfied that the Group has adequate resources 
         to continue in operation for the foreseeable 
         future; a period of not less than 12 months 
         from the date of this report. 
 3.     ACCOUNTING POLICIES AND ESTIMATES 
        The interim financial statements have been 
         prepared applying the accounting policies and 
         presentation that were applied in the preparation 
         of Group's audited financial statements for 
         the year ended 31 December 2016. Adoption of 
         new standards, amendments or interpretations 
         to published standards since that date have 
         had no material impact on the interim financial 
         statements. 
 
         IFRS 15 'Revenue from Contracts with Customers' 
         becomes effective from 1 January 2018. Management 
         expects to complete its analysis of the expected 
         impact on revenue recognition by the end of 
         2017. IFRS 16 'Leases' becomes effective from 
         1 January 2019. Management has yet to assess 
         the impact of IFRS 16. However, with a significant 
         number of operating leases, the implementation 
         of IFRS 16 is likely to have a material impact 
         on the Group's balance sheet. 
 
         The preparation of the 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. 
         The significant judgements, estimates and assumptions 
         relevant to the preparation of the interim 
         financial statements are consistent with those 
         described on pages 77 to 81 of the 2016 Annual 
         Report. 
 4.     FINANCIAL INSTRUMENTS 
        The Group is exposed to financial risks through 
         its use of the following financial instruments: 
          *    Trade and other receivables 
 
 
          *    Cash and cash equivalents 
 
 
          *    Bank overdrafts 
 
 
          *    Borrowings 
 
 
          *    Trade and other payables 
 
 
 
         The relevant financial risks are: credit risk, 
         market risk, foreign exchange risk and liquidity 
         risk. 
         The Group estimates that the fair value of 
         these financial assets and liabilities is approximate 
         to their carrying amount. Further information 
         in relation to the Group's exposure to financial 
         risks is included on pages 81 to 83 of the 
         2016 Annual Report. 
 5.     SEGMENT INFORMATION 
        The Group has the following reportable segments: 
         Profiles, Building Plastics and Corporate. 
 
        The Profiles division manufactures extruded 
         rigid and foam PVC profiles. Rigid PVC profiles 
         are sold to third party fabricators, who produce 
         windows, trims, cavity closer systems, patio 
         doors and conservatories for installers, retail 
         outlets and house builders. Foam products are 
         used for roofline (e.g. fascias and soffits) 
         and are supplied to customers through the nationwide 
         branch network in the Building Plastics division. 
         The Profiles division also includes S&S Plastics 
         and Vista; businesses acquired in 2015 and 
         2016 respectively. 
 
        Building Plastics distributes a range of Eurocell 
         manufactured and branded PVC foam roofline 
         products and Vista doors, as well as third 
         party manufactured ancillary products. These 
         include windows manufactured by the Group's 
         fabricator customers using products manufactured 
         by Profiles, sealants, tools and rainwater 
         products. Distribution is through a network 
         of 174 branches to installers, small and independent 
         builders, house builders and nationwide maintenance 
         companies. The branches also sell roofline 
         products to independent wholesalers. The Building 
         Plastics division also includes Security Hardware; 
         acquired in February 2017. 
 
        6 months ended 30 
         June 2017 
         (Unaudited)                                           Building 
                                                   Profiles    Plastics     Corporate                   Total 
                                                     GBP000      GBP000        GBP000                  GBP000 
       ----------------------------------  ----------------  ----------  ------------  ---------------------- 
        Revenue 
  Total revenue                                      68,171      62,078             -                 130,249 
  Inter-segmental 
   revenue                                         (21,807)       (313)             -                (22,120) 
 
  Total revenue from 
   external customers                                46,364      61,765             -                 108,129 
 ---------------------------------------- 
 
  Adjusted EBITDA                                    11,660       3,194            86                  14,940 
  Amortisation                                         (80)        (56)         (669)                   (805) 
  Depreciation                                      (1,915)       (364)         (228)                 (2,507) 
 
  Operating profit/(loss) 
   before 
   non-recurring costs                                9,665       2,774         (811)                  11,628 
 ----------------------------------------  ----------------  ----------  ------------  ---------------------- 
 
  Non-recurring costs                                                                                   (539) 
  Finance expense                                                                                       (282) 
 
  Profit before tax                                                                                    10,807 
 ----------------------------------------  ----------------  ----------  ------------  ---------------------- 
 
 
        6 months ended 30 
         June 2016 
         (Unaudited)                                           Building 
                                                   Profiles    Plastics     Corporate                   Total 
                                                     GBP000      GBP000        GBP000                  GBP000 
       ----------------------------------  ----------------  ----------  ------------  ---------------------- 
        Revenue 
  Total revenue                                      61,254      55,132             -                 116,386 
  Inter-segmental 
   revenue                                         (18,862)       (304)             -                (19,166) 
 
  Total revenue from 
   external customers                                42,392      54,828             -                  97,220 
 ---------------------------------------- 
 
  Adjusted EBITDA                                    11,408       2,654           158                  14,220 
  Amortisation                                         (78)        (67)         (511)                   (656) 
  Depreciation                                      (1,928)       (282)         (203)                 (2,413) 
 
  Operating profit/(loss) 
   before 
   non-recurring costs                                9,402       2,305         (556)                  11,151 
 ----------------------------------------  ----------------  ----------  ------------  ---------------------- 
 
  Non-recurring costs                                                                                   (455) 
  Finance expense                                                                                       (403) 
 
  Profit before tax                                                                                    10,293 
 ----------------------------------------  ----------------  ----------  ------------  ---------------------- 
 
        Year ended 31 December                                 Building 
         2016 (Audited)                            Profiles    Plastics     Corporate                   Total 
                                                     GBP000      GBP000        GBP000                  GBP000 
       ----------------------------------  ----------------  ----------  ------------  ---------------------- 
        Revenue 
  Total revenue                                     127,171     118,148             -                 245,319 
  Inter-segmental 
   revenue                                         (39,817)       (686)             -                (40,503) 
 
  Total revenue from 
   external customers                                87,354     117,462             -                 204,816 
 ---------------------------------------- 
 
  Adjusted EBITDA                                    22,657       8,832         (160)                  31,329 
  Amortisation                                        (158)       (123)       (1,091)                 (1,372) 
  Depreciation                                      (3,969)       (609)         (427)                 (5,005) 
 
  Operating profit/(loss) 
   before 
   non-recurring costs                               18,530       8,100       (1,678)                  24,952 
 ----------------------------------------  ----------------  ----------  ------------  ---------------------- 
 
  Non-recurring costs                                                                                   (455) 
  Finance expense                                                                                       (677) 
 
  Profit before tax                                                                                    23,820 
 ----------------------------------------  ----------------  ----------  ------------  ---------------------- 
 
 
 
 6.    NON-RECURRING COSTS 
       Amounts included in the consolidated statement 
        of comprehensive income are as follows: 
 
                                       6 months      6 months          Year 
                                          ended         ended         ended 
                                        30 June       30 June   31 December 
                                           2017          2016          2016 
                                         GBP000        GBP000        GBP000 
                                    (Unaudited)   (Unaudited)     (Audited) 
      ---------------------------  ------------  ------------  ------------ 
 
  Acquisition and earn 
   out costs (note 10)                      194           112           112 
       Redundancy and settlement 
        costs                               345             -             - 
  Duplicated costs related 
   to CEO handover period                     -           343           343 
                                            539           455           455 
 --------------------------------  ------------  ------------  ------------ 
 
 
 7.    TAXATION 
 
                                       6 months      6 months          Year 
                                          ended         ended         ended 
                                        30 June       30 June   31 December 
                                           2017          2016          2016 
                                         GBP000        GBP000        GBP000 
                                    (Unaudited)   (Unaudited)     (Audited) 
      ---------------------------  ------------  ------------  ------------ 
       Current tax 
  Current tax on profits 
   for the period                         1,998         2,021         5,025 
  Adjustments in respect 
   of prior years                             -           (1)            75 
 
  Total current tax                       1,998         2,020         5,100 
 --------------------------------  ------------  ------------  ------------ 
 
       Deferred tax 
  Origination and reversal 
   of temporary differences               (115)           214         (174) 
  Adjustment in respect 
   of change in rates                         -             -         (385) 
  Adjustments in respect 
   of prior years                             -         (294)         (323) 
 
  Total deferred tax                      (115)          (80)         (882) 
 --------------------------------  ------------  ------------  ------------ 
 
  Tax expense in the 
   consolidated statement 
   of comprehensive income                1,883         1,940         4,218 
 --------------------------------  ------------  ------------  ------------ 
 
       The reason for the difference between the 
        actual tax charge for the period and the standard 
        rate of corporation tax in the United Kingdom 
        applied to profits for the period are as follows: 
 
  Profit before tax                      10,807        10,293        23,820 
 --------------------------------  ------------  ------------  ------------ 
 
  Expected tax charge 
   based on the standard 
   rate of corporation 
   tax in the UK of 19.25% 
   (2016: 20.0%)                          2,080         2,059         4,764 
 
  Expenses not deductible 
   for tax purposes                         110           176            87 
  Adjustments in respect 
   of prior years                             -         (295)         (248) 
  Adjustments in respect 
   of change in rates                         -             -         (385) 
       Patent Box relief                  (307)             -             - 
 
  Total tax expense                       1,883         1,940         4,218 
 --------------------------------  ------------  ------------  ------------ 
 
  Changes in tax rates and factors affecting 
   the future tax charge 
   A reduction in the standard rate of UK corporation 
   tax from 20% to 19% took effect from April 
   2017. A further reduction to 17% from April 
   2020 was enacted during 2016. 
 
 
 8.    DIVIDS 
 
                                      6 months      6 months          Year 
                                         ended         ended         ended 
                                       30 June       30 June   31 December 
                                          2017          2016          2016 
                                        GBP000        GBP000        GBP000 
                                   (Unaudited)   (Unaudited)     (Audited) 
      --------------------------  ------------  ------------  ------------ 
       Dividends paid during 
        the period 
  Interim dividend for 
   2016: 2.8p per share                      -             -         2,800 
  Final dividend for 
   2016: 5.7p per share 
   (2015: 5.2p per share)                5,700         5,200         5,200 
 -------------------------------  ------------  ------------  ------------ 
                                         5,700         5,200         8,000 
 -------------------------------  ------------  ------------  ------------ 
 
       Dividends proposed 
  Interim dividend for 
   H1 2017: 3.0p per share 
   (H1 2016: 2.8p per 
   share)                                3,000         2,800         2,800 
  Final dividend for 
   2016: 5.7p per share                      -             -         5,700 
 -------------------------------  ------------  ------------  ------------ 
                                         3,000         2,800         8,500 
 -------------------------------  ------------  ------------  ------------ 
 
 
 9.    EARNINGS PER SHARE 
       Basic earnings per share is calculated by 
        dividing the net profit for the period attributable 
        to ordinary shareholders by the weighted number 
        of ordinary shares outstanding during the 
        period. Diluted earnings per share is calculated 
        by adjusting the earnings and number of shares 
        for the effects of dilutive options. Adjusted 
        earnings per share excludes non-recurring 
        costs and the related tax effect from the 
        calculations. 
 
                                          6 months      6 months          Year 
                                             ended         ended         ended 
                                           30 June       30 June   31 December 
                                              2017          2016          2016 
                                            GBP000        GBP000        GBP000 
                                       (Unaudited)   (Unaudited)     (Audited) 
      ------------------------------  ------------  ------------  ------------ 
 
  Profit attributable 
   to ordinary shareholders                  8,924         8,353        19,602 
  Adjusted profit attributable 
   to ordinary shareholders                  9,397         8,719        19,976 
 -----------------------------------  ------------  ------------  ------------ 
 
                                            Number        Number        Number 
      ------------------------------  ------------  ------------  ------------ 
 
  Weighted average number 
   of shares- basic                    100,000,000   100,000,000   100,000,000 
  Weighted average number 
   of shares- diluted                  100,412,105   100,000,000   100,227,068 
 -----------------------------------  ------------  ------------  ------------ 
 
                                             Pence         Pence         Pence 
      ------------------------------  ------------  ------------  ------------ 
 
  Basic earnings per 
   share                                       8.9           8.4          19.6 
  Adjusted basic earnings 
   per share                                   9.4           8.7          20.0 
  Diluted earnings per 
   share                                       8.9           8.4          19.6 
  Adjusted diluted earnings 
   per share                                   9.4           8.7          19.9 
 -----------------------------------  ------------  ------------  ------------ 
 
 
 10.    ACQUISITION OF SUBSIDIARIES (Unaudited) 
        On 24 February 2017, the Group completed the 
         acquisition of Security Hardware Limited, 
         a supplier of locks and hardware primarily 
         to the RMI market, with annual sales of approximately 
         GBP3 million. Consideration paid was GBP1.5 
         million (or GBP1.3 million net of cash acquired). 
 
         Goodwill represents potential synergies arising 
         from the enlarged group. The amount of goodwill 
         deductible for tax purposes is GBPnil. Goodwill 
         has been calculated as follows: 
 
                                                                           Provisional 
                                            Book value    Fair value            values 
                                        on acquisition    adjustment    on acquisition 
                                                GBP000        GBP000            GBP000 
       -----------------------------  ----------------  ------------  ---------------- 
 
  Intangible assets                                 20           466               486 
  Property, plant and 
   equipment                                        43             -                43 
  Inventories                                      748           153               901 
  Trade and other receivables                      297             -               297 
  Cash and cash equivalents                        226             -               226 
  Trade and other payables                       (501)          (97)             (598) 
  Deferred tax                                     (8)          (83)              (91) 
 
  Identifiable assets 
   and liabilities                                 825           439             1,264 
 -----------------------------------  ----------------  ------------  ---------------- 
 
  Cash consideration 
   paid                                                                          1,486 
 
  Goodwill on acquisition                                                          222 
 
  Fair value adjustments 
   --    The adjustment to intangible assets is to recognise 
         intangible assets in respect of customer 
         relationships, and has been valued using discounted 
         cash flows. 
 
   --    The adjustment to inventories is to reflect the fair 
         value of finished goods acquired. 
 
   --    The adjustment to trade and other payables is to 
         recognise a dilapidation provision in respect of the 
         leased premises occupied by Security Hardware. 
 
   --    The adjustment to deferred taxation is to recognise 
         the associated deferred tax liability arising on the 
         intangible assets. 
  Subsequent payments 
   Under the terms of the acquisition agreement, 
   the former shareholders of Security Hardware 
   are entitled to further cash consideration 
   based on financial performance for the year 
   ended 31 December 2017 (the 'earn out'). The 
   Directors estimate the total earn out payable 
   will be in the region of GBP0.2 million, which 
   will be recognised as a non-recurring expense 
   in the 2017 consolidated statement of comprehensive 
   income. An amount of GBP0.1 million has therefore 
   been included within the non-recurring charge 
   for H1. The earn out is payable in equal instalments 
   over a three-year period. 
  Acquisition related costs 
   The Group incurred acquisition related costs 
   of GBP0.1 million in relation to professional 
   fees and transaction costs arising upon acquisition. 
   These costs have been expensed to the consolidated 
   statement of comprehensive income, also as 
   a non-recurring item. 
 
   The contribution of Security Hardware to the 
   profits of the Group for the period since 
   acquisition is not material. 
 
 
 11.    NON-CURRENT ASSETS 
         (Unaudited) 
 
                                          Property, 
                                          plant and   Intangible 
                                          equipment       assets 
                                             GBP000       GBP000 
       -------------------------------  -----------  ----------- 
 
  Balance at 1 January 
   2017                                      29,294       19,713 
  Additions                                   3,046          535 
  Additions on acquisition 
   (note 10)                                     43          486 
  Goodwill arising on 
   acquisition (note 10)                          -          222 
  Depreciation and amortisation             (2,507)        (805) 
 
  Balance at 30 June 
   2017                                      29,876       20,151 
 -------------------------------------  -----------  ----------- 
 
 
 
 12.    RECONCILIATION OF PROFIT AFTER TAX TO CASH 
         GENERATED FROM OPERATIONS 
 
                                         6 months      6 months          Year 
                                            ended         ended         ended 
                                          30 June       30 June   31 December 
                                             2017          2016          2016 
                                           GBP000        GBP000        GBP000 
                                      (Unaudited)   (Unaudited)     (Audited) 
       ----------------------------  ------------  ------------  ------------ 
 
  Profit after tax                          8,924         8,353        19,602 
        Add back: 
  Taxation                                  1,883         1,940         4,218 
  Finance expense                             282           403           677 
 
        Adjustments for: 
  Depreciation of property, 
   plant and equipment                      2,507         2,413         5,005 
  Amortisation of intangible 
   assets                                     805           656         1,372 
  Loss on sale of property, 
   plant and equipment                          -            46            86 
  Share based payments                        289           127            18 
  (Increase)/decrease 
   in inventories                         (2,541)           153         1,635 
  Increase in trade and 
   other receivables                      (5,821)       (3,774)         (616) 
  Increase/(decrease) 
   in trade and other 
   payables                                 6,461           346         (184) 
  (Decrease)/increase 
   in provisions                            (112)            48          (31) 
 
  Cash generated from 
   operations                              12,677        10,711        31,782 
 ----------------------------------  ------------  ------------  ------------ 
 
 
 13.    RELATED PARTY TRANSACTIONS 
        The remuneration of executive and non-executive 
         Directors and members of the Executive Committee 
         is disclosed in the 2016 Annual Report. Other 
         related party transactions are disclosed below. 
 
         Transactions with key management personnel 
         Kalverboer Management UK LLP is controlled 
         by P H L Kalverboer, a non-executive director 
         of Eurocell plc. Kalverboer Management UK 
         LLP has charged the following to the Group. 
 
                                  6 months      6 months          Year 
                                     ended         ended         ended 
                                   30 June       30 June   31 December 
                                      2017          2016          2016 
                                    GBP000        GBP000        GBP000 
                               (Unaudited)   (Unaudited)     (Audited) 
       ---------------------  ------------  ------------  ------------ 
 
  Fees for management 
   services                             20            20            40 
 
  The amount outstanding at the end of each 
   period in respect of the above fees was GBP10,000. 
 

INDEPENDENT REVIEW REPORT TO EUROCELL PLC

REPORT ON THE HALF YEAR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Our conclusion

We have reviewed Eurocell plc's half year condensed consolidated financial statements (the "interim financial statements") in the half-year results of Eurocell plc for the 6 month period ended 30 June 2017. Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

What we have reviewed

The interim financial statements comprise:

   --      the consolidated statement of financial position as at 30 June 2017; 
   --      the consolidated statement of comprehensive income for the period then ended; 
   --      the consolidated cash flow statement for the period then ended; 
   --      the consolidated statement of changes in equity for the period then ended; and 
   --      the explanatory notes to the interim financial statements. 

The interim financial statements included in the half-year results have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

As disclosed in note 1 to the interim financial statements, the financial reporting framework that has been applied in the preparation of the full annual financial statements of the Group is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

Responsibilities for the interim financial statements and the review

Our responsibilities and those of the Directors

The half-year results, including the interim financial statements, is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half-year results in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

Our responsibility is to express a conclusion on the interim financial statements in the half-year results based on our review. This report, including the conclusion, has been prepared for and only for the Company for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

What a review of interim financial statements involves

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, 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.

We have read the other information contained in the half-year results and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements.

PricewaterhouseCoopers LLP

Chartered Accountants

Birmingham

1 August 2017

a) The maintenance and integrity of the Eurocell plc website is the responsibility of the Directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the interim financial statements since they were initially presented on the website.

b) Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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