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REG - Hill & Smith Hdgs. - Final Results <Origin Href="QuoteRef">HILS.L</Origin> - Part 2

- Part 2: For the preceding part double click  ID:nRSI4635Ra 

    0.5       0.5            -                  0.5       
 Financial expense                                         4      (3.5)          (1.1)         (4.6)     (3.7)          (1.0)              (4.7)     
 Profit before taxation                                           53.0           (19.8)        33.2      46.0           (9.1)              36.9      
 Taxation                                                  5      (12.6)         3.5           (9.1)     (11.1)         1.5                (9.6)     
 Profit for the year attributable to owners of the parent         40.4           (16.3)        24.1      34.9           (7.6)              27.3      
                                                                                                                                                     
 Basic earnings per share                                  6      51.7p                        30.9p     45.0p                             35.1p     
 Diluted earnings per share                                6      51.3p                        30.6p     44.4p                             34.7p     
 Dividend per share - Interim                              7                                   7.1p                                        6.4p      
 Dividend per share - Final proposed                       7                                   13.6p                                       11.6p     
 Total                                                     7                                   20.7p                                       18.0p     
 
 
* The Group's definition of non-underlying items is included in note 1. 
 
Consolidated Statement of Comprehensive Income 
 
Year ended 31 December 2015 
 
                                                                                             2015£m  2014 £m  
 Profit for the year                                                                         24.1    27.3     
 Items that may be reclassified subsequently to profit or loss                                                
 Exchange differences on translation of overseas operations                                  1.8     1.2      
 Exchange differences on foreign currency borrowings denominated as net investment hedges    (0.4)   (0.1)    
 Effective portion of changes in fair value of cash flow hedges                              (0.1)   (0.1)    
 Transfers to the income statement on cash flow hedges                                       0.4     0.3      
 Taxation on items that may be reclassified to profit or loss                                (0.1)   -        
 Items that will not be reclassified subsequently to profit or loss                                           
 Actuarial gain/(loss) on defined benefit pension schemes                                    5.0     (3.6)    
 Taxation on items that will not be reclassified to profit or loss                           (1.2)   0.8      
 Other comprehensive income for the year                                                     5.4     (1.5)    
 Total comprehensive income for the year attributable to owners of the parent                29.5    25.8     
 
 
Consolidated Statement of Financial Position 
 
Year ended 31 December 2015 
 
                                         Notes  2015 £m  2014 £m  
 Non-current assets                                               
 Intangible assets                              126.4    126.1    
 Property, plant and equipment                  129.2    128.7    
 Other receivables                              -        0.3      
                                                255.6    255.1    
 Current assets                                                   
 Assets held for sale                           -        1.5      
 Inventories                                    57.7     57.9     
 Trade and other receivables                    98.8     92.7     
 Cash and cash equivalents               9      12.9     6.7      
                                                169.4    158.8    
 Total assets                                   425.0    413.9    
 Current liabilities                                              
 Trade and other liabilities                    (87.8)   (87.7)   
 Current tax liabilities                        (8.7)    (8.9)    
 Provisions for liabilities and charges         (0.2)    (1.4)    
 Interest bearing borrowings             9      (0.3)    (1.1)    
                                                (97.0)   (99.1)   
 Net current assets                             72.4     59.7     
 Non-current liabilities                                          
 Other liabilities                              (0.2)    (0.2)    
 Provisions for liabilities and charges         (2.7)    (2.8)    
 Deferred tax liability                         (7.9)    (7.6)    
 Retirement benefit obligation                  (14.6)   (21.1)   
 Interest bearing borrowings             9      (104.1)  (101.6)  
                                                (129.5)  (133.3)  
 Total liabilities                              (226.5)  (232.4)  
 Net assets                                     198.5    181.5    
                                                                  
 Equity                                                           
 Share capital                                  19.6     19.5     
 Share premium                                  32.8     31.7     
 Other reserves                                 4.6      4.5      
 Translation reserve                            2.3      0.9      
 Hedge reserve                                  (0.2)    (0.4)    
 Retained earnings                              139.4    125.3    
 Total equity                                   198.5    181.5    
 
 
Approved by the Board of Directors on 9 March 2016 and signed on its behalf
by: 
 
D W Muir
Director 
 
M Pegler 
 
Director 
 
Consolidated Statement of Changes in Equity 
 
Year ended 31 December 2015 
 
                                                                        Notes  Share capital £m  Share premium£m  Otherreserves†£m  Translation reserves £m  Hedge reserves£m  Retained earnings£m  Totalequity£m  
 At 1 January 2014                                                             19.4              31.5             4.5               (0.2)                    (0.6)             114.5                169.1          
 Comprehensive income                                                                                                                                                                                              
 Profit for the year                                                           -                 -                -                 -                        -                 27.3                 27.3           
 Other comprehensive income for the year                                       -                 -                -                 1.1                      0.2               (2.8)                (1.5)          
 Transactions with owners recognised directly in equity                                                                                                                                                            
 Dividends                                                              7      -                 -                -                 -                        -                 (12.4)               (12.4)         
 Credit to equity of share-based payments                                      -                 -                -                 -                        -                 0.9                  0.9            
 Satisfaction of long term incentive payments                                  -                 -                -                 -                        -                 (1.0)                (1.0)          
 Own shares acquired by employee benefit trust                                 -                 -                -                 -                        -                 (1.4)                (1.4)          
 Tax taken directly to the Consolidated Statement of Changes in Equity  5      -                 -                -                 -                        -                 0.2                  0.2            
 Shares issued                                                                 0.1               0.2              -                 -                        -                 -                    0.3            
 At 31 December 2014                                                           19.5              31.7             4.5               0.9                      (0.4)             125.3                181.5          
 Comprehensive income                                                                                                                                                                                              
 Profit for the year                                                           -                 -                -                 -                        -                 24.1                 24.1           
 Other comprehensive income for the year                                       -                 -                -                 1.4                      0.2               3.8                  5.4            
 Transactions with owners recognised directly in equity                                                                                                                                                            
 Dividends                                                              7      -                 -                -                 -                        -                 (14.1)               (14.1)         
 Credit to equity of share-based payments                                      -                 -                -                 -                        -                 0.9                  0.9            
 Satisfaction of long term incentive payments                                  -                 -                -                 -                        -                 (1.8)                (1.8)          
 Own shares held by employee benefit trust                                     -                 -                -                 -                        -                 0.9                  0.9            
 Transfers between reserves                                                    -                 -                0.1               -                        -                 (0.1)                -              
 Tax taken directly to the Consolidated Statement of Changes in Equity  5      -                 -                -                 -                        -                 0.4                  0.4            
 Shares issued                                                                 0.1               1.1              -                 -                        -                 -                    1.2            
 At 31 December 2015                                                           19.6              32.8             4.6               2.3                      (0.2)             139.4                198.5          
                                                                                                                                                                                                                     
 
 
† Other reserves represent the premium on shares issued in exchange for shares
of subsidiaries acquired and £0.2m (2014: £0.2m) capital redemption reserve. 
 
In 2014 the Group purchased 230,000 of its own shares, which were held in an
employee benefit trust for the purposes of settling awards granted to
employees under equity-settled share based payment plans. The cost of these
shares, amounting to £1.4m, was included within retained earnings at 31
December 2014. In March 2015, 143,268 of these shares were issued in
settlement of awards to employees at a cost of £0.9m. There are 86,732 shares
remaining at 31 December 2015 with a cost of £0.5m. 
 
Consolidated Statement of Cash Flows 
 
Year ended 31 December 2015 
 
                                                                   2015    2014    
                                                                   £m      £m      £m      £m      
 Profit before tax                                                         33.2            36.9    
 Add back net financing costs                                              4.1             4.2     
 Operating profit                                                          37.3            41.1    
 Adjusted for non-cash items:                                                                      
 Share-based payments                                              0.9             1.2             
 Loss on disposal of subsidiaries                                  -               3.7             
 Gain on disposal of non-current assets                            -               (0.3)           
 Depreciation                                                      15.5            14.2            
 Amortisation of intangible assets                                 2.5             3.0             
 Impairment of non-current assets                                  15.7            1.4             
                                                                           34.6            23.2    
 Operating cash flow before movement in working capital                    71.9            64.3    
 Decrease/(increase) in inventories                                1.1             (4.3)           
 Increase in receivables                                           (3.0)           (2.7)           
 (Decrease)/increase in payables                                   (0.6)           1.9             
 Decrease in provisions and employee benefits                      (3.3)           (5.5)           
 Net movement in working capital                                           (5.8)           (10.6)  
 Cash generated by operations                                              66.1            53.7    
 Income taxes paid                                                         (12.6)          (9.3)   
 Interest paid                                                             (3.5)           (3.7)   
 Net cash from operating activities                                        50.0            40.7    
 Interest received                                                 0.5             0.5             
 Proceeds on disposal of non-current assets                        1.2             0.7             
 Purchase of property, plant and equipment                         (14.8)          (34.6)          
 Purchase of intangible assets                                     (1.2)           (1.3)           
 Acquisitions of subsidiaries                                      (16.6)          -               
 Disposals of subsidiaries                                         -               0.5             
 Net cash used in investing activities                                     (30.9)          (34.2)  
 Issue of new shares                                               1.2             0.3             
 Purchase of shares for employee benefit trust                     (0.9)           (2.4)           
 Dividends paid                                                    (14.1)          (12.4)          
 Costs associated with refinancing of revolving credit facility    -               (1.5)           
 New loans and borrowings                                          46.0            39.2            
 Repayment of loans and borrowings                                 (45.0)          (32.7)          
 Repayment of obligations under finance leases                     (0.1)           (0.3)           
 Net cash used in financing activities                                     (12.9)          (9.8)   
 Net increase/(decrease) in cash                                           6.2             (3.3)   
 Cash at the beginning of the year                                         6.7             10.0    
 Effect of exchange rate fluctuations                                      -               -       
 Cash at the end of the year                                               12.9            6.7     
 
 
Notes to the Consolidated Financial Statements 
 
1.   Basis of preparation 
 
Hill & Smith Holdings PLC is a company incorporated in the UK. 
 
New IFRS standards and interpretations adopted during 2015 
 
In 2015 the following amendments had been endorsed by the EU, became effective
and therefore were adopted by the Group: 
 
-     Amendments to IAS 19 Defined Benefit Plans: Employee Contributions. 
 
-     Annual Improvements to IFRSs - 2010-2012 Cycle. 
 
The adoption of these standards and amendments has not had a material impact
on the Group's Financial Statements. 
 
The following standards and interpretations which are not yet effective and
have not been early adopted by the Group will be adopted in future accounting
periods: 
 
-     Amendments to IFRS 11 - Accounting for Acquisitions of Interests in
Joint Operations (effective 1 January 2016). 
 
-     Amendments to IAS 16 and IAS 38 - Clarification of Acceptable Methods of
Depreciation and Amortisation (effective 1 January 2016). 
 
-     Amendments to IAS 27 - Equity Method in Separate Financial Statements
(effective 1 January 2016). 
 
-     Annual Improvements to IFRSs - 2012-2014 Cycle (effective 1 January
2016). 
 
-     Disclosure Initiative - Amendments to IAS 1 (effective 1 January 2016). 
 
-     IFRS 15 'Revenue from Contracts with Customers' (effective 1 January
2017). 
 
-     IFRS 9 'Financial Instruments' (effective 1 January 2018). 
 
-     IFRS 16 'Leases' (effective 1 January 2019). 
 
The impact of IFRS 16, which was issued in January 2016, is currently being
assessed. None of the other standards or amendments above are expected to have
a material impact on the Group. 
 
The principal exchange rates used were as follows: 
 
                                       2015     2014     
                                       Average  Closing  Average  Closing  
 Sterling to Euro (£1 = EUR)           1.38     1.36     1.24     1.28     
 Sterling to US Dollar (£1 = USD)      1.53     1.48     1.65     1.56     
 Sterling to Thai Bhat (£1 = THB)      52.49    53.50    53.50    51.32    
 Sterling to Swedish Krona (£1 = SEK)  12.90    12.50    11.30    12.07    
 
 
Non-underlying items 
 
Non-underlying items are non-trading items disclosed separately in the
Consolidated Income Statement where the quantum, nature or volatility of such
items would otherwise distort the underlying trading performance of the Group.
The following are included by the Group in its assessment of non-underlying
items: 
 
-     Gains or losses arising on disposal, closure, restructuring or
reorganisation of businesses that do not meet the definition of discontinued
operations. 
 
-     Amortisation of intangible fixed assets arising on acquisitions. 
 
-     Expenses associated with acquisitions. 
 
-     Impairment charges in respect of tangible or intangible fixed assets. 
 
-     Changes in the fair value of derivative financial instruments. 
 
-     Significant past service items or curtailments and settlements relating
to defined benefit pension obligations resulting from material changes in the
terms of the schemes. 
 
-     Net financing costs or returns on defined benefit pension obligations. 
 
-     Costs incurred as part of significant refinancing activities. 
 
The tax effect of the above is also included. 
 
Details in respect of the non-underlying items recognised in the current and
prior year are set out in note 3. 
 
2. Segmental information 
 
Business segment analysis 
 
The Group has three reportable segments which are Infrastructure Products -
Utilities, Infrastructure Products - Roads and Galvanizing Services. Several
operating segments that have similar economic characteristics have been
aggregated into these reporting segments. The Group's internal management
structure and financial reporting systems differentiate between these segments
on the basis of the following economic characteristics: 
 
-     The Infrastructure Products - Utilities segment contains a group of
businesses supplying products characterised by a degree of engineering
expertise, to public and private customers involved in the construction of
facilities serving the Utilities markets or in the maintenance of such
facilities; 
 
-     The Infrastructure Products - Roads segment contains a group of
companies supplying permanent and temporary safety products to customers
involved in the construction or maintenance of national roads infrastructure;
and 
 
-     The Galvanizing Services segment contains a group of companies supplying
galvanizing and related materials coating services to companies in a wide
range of markets including construction, agriculture and infrastructure. 
 
Income Statement 
 
                                      2015       2014                  
 Revenue £m                           Result £m  Underlyingresult* £m  Revenue £m  Result £m  Underlyingresult* £m  
 Infrastructure Products - Utilities  193.9      (7.1)                 10.5        195.2      5.4                   9.2     
 Infrastructure Products - Roads      131.6      15.6                  16.0        127.7      12.5                  13.3    
 Infrastructure Products - Total      325.5      8.5                   26.5        322.9      17.9                  22.5    
 Galvanizing Services                 142.0      28.8                  29.5        131.8      23.2                  26.7    
 Total Group                          467.5      37.3                  56.0        454.7      41.1                  49.2    
 Net financing costs                             (4.1)                 (3.0)                  (4.2)                 (3.2)   
 Profit before taxation                          33.2                  53.0                   36.9                  46.0    
 Taxation                                        (9.1)                 (12.6)                 (9.6)                 (11.1)  
 Profit after taxation                           24.1                  40.4                   27.3                  34.9    
 
 
* Underlying result is stated before non-underlying items as defined in note 1
and is the measure of segment profit used by the Chief Operating Decision
Maker, who is the Chief Executive. The Result columns are included as
additional information. 
 
Galvanizing Services provided £5.2m (2014: £5.9m) revenues to Infrastructure
Products - Roads and £1.6m (2014: £1.8m) revenues to Infrastructure Products -
Utilities. Infrastructure Products - Utilities provided £3.0m (2014: £3.6m)
revenues to Infrastructure Products - Roads. These internal revenues, along
with revenues generated from within their own segments, have been eliminated
on consolidation. 
 
Geographical analysis 
 
Revenue (irrespective of origin) 
 
                  2015£m  2014£m  
 UK               235.8   220.4   
 Rest of Europe   73.4    95.1    
 North America    135.0   113.7   
 The Middle East  7.2     6.4     
 Asia             13.3    14.7    
 Rest of World    2.8     4.4     
 Total Group      467.5   454.7   
 
 
Total assets 
 
                 2015£m  2014£m  
 UK              175.5   154.3   
 Rest of Europe  88.3    95.9    
 North America   144.3   147.2   
 Asia            15.5    14.4    
 Rest of World   1.4     2.1     
 Total Group     425.0   413.9   
 
 
3. Non-underlying items 
 
Non-underlying items included in operating profit comprise the following: 
 
-     Amortisation of acquired intangible fixed assets of £1.6m (2014:
£2.1m). 
 
-     Acquisition expenses of £1.0m (2014: £0.1m) principally relating to
acquisitions made by the Group during the year. 
 
-     Losses on disposal of properties of £0.1m (2014: profit of £0.4m). 
 
-     Net costs in respect of business reorganisations of £0.3m (2014: £2.6m),
reflecting costs associated with restructuring of certain of the Group's
subsidiaries together with the net release of provisions made in previous
years in respect of site closures following a favourable settlement during the
year of the exposures identified. 
 
-     An impairment charge of £15.7m in respect of goodwill and acquired
intangible assets. As set out in the Operational and Financial Review, the
current and forecast financial performance of The Paterson Group (part of the
Infrastructure Products - Utilities segment) is below that assumed in the
impairment review performed at 31 December 2014 and, overall, the business
continues to generate levels of profitability that are significantly below
those anticipated at acquisition. As a result, an impairment review was
performed during the year based on the Board's revised expectation of future
profitability and cash generation. The impairment review concluded that the
carrying values of the assets of the business were less than their recoverable
amount (determined by reference to the Value in Use) by £15.7m, allocated to
the goodwill (£8.2m) and the remaining book value of acquired intangible fixed
assets (£7.5m) arising on acquisition. The basis for determining the Value in
Use, including the discount rate (13.1% on a pre-tax basis) and rate of future
growth, was consistent with that used in the annual impairment review
performed as at 31 December 2014. 
 
Non-underlying items in 2014 also included a net loss on disposal of
subsidiaries of £3.7m, as set out below: 
 
                                Staco Redman Ltd£m  Bromford Iron &Steel Co Ltd£m  JA Envirotanks£m  Total£m  
 Property, plant and equipment  -                   1.8                            0.1               1.9      
 Inventories                    -                   2.1                            0.5               2.6      
 Current assets                 0.1                 1.3                            0.9               2.3      
 Cash and cash equivalents      0.2                 0.1                            0.1               0.4      
 Current liabilities            (0.1)               (1.4)                          (0.5)             (2.0)    
 Deferred tax                   -                   (0.1)                          -                 (0.1)    
 Net assets                     0.2                 3.8                            1.1               5.1      
 Consideration:                                                                                               
 Cash consideration             0.3                 0.4                            0.4               1.1      
 Deferred consideration         -                   0.5                            -                 0.5      
 Less costs to sell             -                   (0.1)                          (0.1)             (0.2)    
 Profit/(loss) on disposal      0.1                 (3.0)                          (0.8)             (3.7)    
 
 
Non-underlying items included in financial expense represent the net financing
cost on pension obligations of £0.7m (2014: £0.7m) and a £0.4m (2014: £0.3m)
charge in respect of amortisation of costs associated with refinancing. 
 
4. Net financing costs 
 
                                                         Underlying£m  Non-underlying£m  2015£m  Underlying£m  Non-underlying£m  2014£m  
 Interest on bank deposits                               0.5           -                 0.5     0.5           -                 0.5     
 Financial income                                        0.5           -                 0.5     0.5           -                 0.5     
 Interest on bank loans and overdrafts                   3.5           -                 3.5     3.7           -                 3.7     
 Interest on finance leases and hire purchase contracts  -             -                 -       -             -                 -       
 Total interest expense                                  3.5           -                 3.5     3.7           -                 3.7     
 Financial expenses related to refinancing               -             0.4               0.4     -             0.3               0.3     
 Interest cost on net pension scheme deficit             -             0.7               0.7     -             0.7               0.7     
 Financial expense                                       3.5           1.1               4.6     3.7           1.0               4.7     
 Net financing costs                                     3.0           1.1               4.1     3.2           1.0               4.2     
 
 
5. Taxation 
 
                                                                        2015£m  2014 £m  
 Current tax                                                                             
 UK corporation tax                                                     4.0     3.6      
 Overseas tax at prevailing local rates                                 10.1    8.7      
 Adjustments in respect of prior periods                                (2.4)   (1.8)    
                                                                        11.7    10.5     
 Deferred tax                                                                            
 UK deferred tax                                                        0.3     0.1      
 Overseas tax at prevailing local rates                                 (3.7)   (0.1)    
 Adjustments in respect of prior periods                                0.1     (0.9)    
 Effect of change in tax rate                                           0.7     -        
 Tax on profit in the Consolidated Income Statement                     9.1     9.6      
                                                                                         
 Deferred tax                                                                            
 Relating to defined benefit pension schemes                            1.2     (0.8)    
 Relating to financial instruments                                      0.1     -        
 Tax on items taken directly to Other Comprehensive Income              1.3     (0.8)    
                                                                                         
 Current tax                                                                             
 Relating to share-based payments                                       (0.3)   -        
 Deferred tax                                                                            
 Relating to share-based payments                                       (0.1)   (0.2)    
 Tax taken directly to the Consolidated Statement of Changes in Equity  (0.4)   (0.2)    
 
 
The tax charge in the Consolidated Income Statement for the period is higher
(2014: higher) than the standard rate of corporation tax in the UK. The
differences are explained below: 
 
                                                                                                               2015£m  2014 £m  
 Profit before taxation                                                                                        33.2    36.9     
 Profit before taxation multiplied by the effective rate of corporation tax in the UK of 20.25% (2014: 21.5%)  6.7     7.9      
 Expenses not deductible/income not chargeable for tax purposes                                                (0.5)   0.2      
 Non-deductible goodwill impairment                                                                            1.6     -        
 Local tax incentives                                                                                          (0.9)   (0.7)    
 Utilisation of brought forward tax losses not recognised                                                      (0.4)   (0.1)    
 Overseas profits taxed at higher/(lower) rates                                                                3.7     4.3      
 Overseas losses not relieved                                                                                  0.4     0.4      
 Withholding taxes                                                                                             0.1     0.3      
 Impact of rate changes                                                                                        0.7     -        
 Adjustments in respect of prior periods                                                                       (2.3)   (2.7)    
 Tax charge                                                                                                    9.1     9.6      
 
 
The Group carries tax provisions in relation to uncertain tax positions
arising from the possible outcome of negotiations with and enquiries from the
UK and other overseas tax authorities. Such provisions are a reflection of the
geographical spread of the Group's operations and the variety of jurisdictions
in which it carries out its activities. 
 
6. Earnings per share 
 
The weighted average number of ordinary shares in issue during the year was
78.1m (2014: 77.8m), diluted for the effects of the outstanding dilutive share
options 78.8m (2014: 78.8m). Underlying earnings per share have been shown
because the Directors consider that this provides valuable additional
information about the underlying performance of the Group. 
 
                              2015  2014            
 Penceper share               £m    Penceper share  £m    
 Basic earnings               30.9  24.1            35.1  27.3  
 Non-underlying items*        20.8  16.3            9.9   7.6   
 Underlying earnings          51.7  40.4            45.0  34.9  
                                                                
 Diluted earnings             30.6  24.1            34.7  27.3  
 Non-underlying items*        20.7  16.3            9.7   7.6   
 Underlying diluted earnings  51.3  40.4            44.4  34.9  
 
 
* Non-underlying items as detailed in note 3. 
 
7. Dividends 
 
Dividends paid in the year were the prior year's interim dividend of £5.0m
(2014: £4.6m) and the final dividend of £9.1m (2014: £7.8m). Dividends
declared after the year end date are not recognised as a liability, in
accordance with IAS10. The Directors have proposed the following interim
dividend and final dividend for the current year, subject to shareholder
approval: 
 
                 2015  2014            
 Penceper share  £m    Penceper share  £m    
 Equity shares                                     
 Interim         7.1   5.5             6.4   5.0   
 Final           13.6  10.6            11.6  9.0   
 Total           20.7  16.1            18.0  14.0  
 
 
8. Acquisitions 
 
On 25 November 2015 the Group acquired the share capital of Premier
Galvanizing Limited. Details of this acquisition are as follows: 
 
 Premier Galvanizing Limited                                               Pre acquisition carrying amount£m  Policy alignment and fair value adjustments£m  Total£m  
 Intangible assets                                                         -                                  7.9                                            7.9      
 Property, plant and equipment                                             1.2                                -                                              1.2      
 Inventories                                                               0.6                                (0.2)                                          0.4      
 Current assets                                                            2.2                                -                                              2.2      
 Cash and cash equivalents                                                 3.3                                -                                              3.3      
 Total assets                                                              7.3                                7.7                                            15.0     
 Current liabilities                                                       (2.2)                              (0.2)                                          (2.4)    
 Deferred tax                                                              (0.1)                              (1.3)                                          (1.4)    
 Total liabilities                                                         (2.3)                              (1.5)                                          (3.8)    
 Net assets                                                                5.0                                6.2                                            11.2     
 Consideration                                                                                                                                                        
 Consideration in the year                                                                                                                                   18.3     
 Goodwill                                                                                                                                                    7.1      
 Cash flow effect                                                                                                                                                     
 Consideration                                                                                                                                               18.3     
 Deferred consideration                                                                                                                                      (0.3)    
 Cash and cash equivalents received in the business                                                                                                          (3.3)    
 Net cash consideration shown in the Consolidated Statement of Cash Flows                                                                                    14.7     
 
 
Brands and customer relationships have been recognised as specific intangible
assets as a result of the acquisition. The residual goodwill arising primarily
represents the assembled workforce, market share and geographical advantages
afforded to the Group. Policy alignment and fair value adjustments principally
relate to harmonisation with Group IFRS accounting policies, including the
provisional application of fair values on acquisition. 
 
Post acquisition the acquired business has contributed £0.7m revenue and £0.2m
underlying operating profit, which are included in the Group's Consolidated
Income Statement. If the acquisition had been made on 1 January 2015, the
Group's results for the year would have shown revenue of £475.7m and
underlying operating profit of £58.3m. 
 
The Group has also made three other smaller acquisitions during the year: 
 
-     The share capital of Novia Associates, Inc., acquired in April 2015; 
 
-     The trade and certain assets of Tegrel Limited, acquired in November
2015; and 
 
-     The share capital of Bowater Doors Limited, acquired in December 2015. 
 
Details of these acquisitions are set out below: 
 
                                                                           NoviaPre acquisition carrying amount£m  TegrelPre acquisition carrying amount£m  BowaterPre acquisition carrying amount£m  Policy alignment and fair value adjustments£m  Total£m  
 Intangible assets                                                         -                                       -                                        -                                         0.3                                            0.3      
 Property, plant and equipment                                             0.1                                     0.1                                      0.1                                       0.1                                            0.4      
 Inventories                                                               0.1                                     0.2                                      0.5                                       (0.1)                                          0.7      
 Current assets                                                            0.4                                     0.4                                      -                                         -                                              0.8      
 Cash and cash equivalents                                                 0.1                                     -                                        -                                         -                                              0.1      
 Total assets                                                              0.7                                     0.7                                      0.6                                       0.3                                            2.3      
 Current liabilities                                                       (0.2)                                   (0.3)                                    (0.3)                                     (0.4)                                          (1.2)    
 Deferred tax                                                              -                                       -                                        -                                         (0.1)                                          (0.1)    
 Total liabilities                                                         (0.2)                                   (0.3)                                    (0.3)                                     (0.5)                                          (1.3)    
 Net assets                                                                0.5                                     0.4                                      0.3                                       (0.2)                                          1.0      
 Consideration                                                                                                                                                                                                                                                
 Consideration in the year                                                                                                                                                                                                                           2.2      
 Goodwill                                                                                                                                                                                                                                            1.2      
 Cash flow effect                                                                                                                                                                                                                                             
 Consideration                                                                                                                                                                                                                                       2.2      
 Deferred consideration                                                                                                                                                                                                                              (0.2)    
 Cash and cash equivalents received in the business                                                                                                                                                                                                  (0.1)    
 Net cash consideration shown in the Consolidated Statement of Cash Flows                                                                                                                                                                            1.9      
 
 
Customer lists have been recognised as a specific intangible asset as a result
of the acquisition of Novia Associates.  Policy alignment and fair value
adjustments principally relate to harmonisation with Group IFRS accounting
policies, including the provisional application of fair values on
acquisition. 
 
Post acquisition the acquired businesses have contributed £1.4m revenue and
£0.2m underlying operating profit, which are included in the Group's
Consolidated Income Statement. If the acquisitions had been made on 1 January
2015, the Group's results for the year would have shown revenue of £475.2m and
underlying operating profit of £55.4m. 
 
9. Cash and borrowings 
 
                                                                                2015£m   2014 £m  
 Cash and cash equivalents in the Consolidated Statement of Financial Position                    
 Cash and bank balances                                                         12.9     6.7      
 Call deposits                                                                  -        -        
 Cash                                                                           12.9     6.7      
 Interest bearing loans and borrowings                                                            
 Amounts due within one year                                                    (0.3)    (1.1)    
 Amounts due after more than one year                                           (104.1)  (101.6)  
 Net debt                                                                       (91.5)   (96.0)   
                                                                                                  
 Change in net debt                                                                               
 Operating profit                                                               37.3     41.1     
 Non-cash items                                                                 34.6     23.2     
 Operating cash flow before movement in working capital                         71.9     64.3     
 Net movement in working capital                                                (2.5)    (5.1)    
 Changes in provisions and employee benefits                                    (3.3)    (5.5)    
 Operating cash flow                                                            66.1     53.7     
 Tax paid                                                                       (12.6)   (9.3)    
 Net financing costs paid                                                       (3.0)    (3.2)    
 Capital expenditure                                                            (16.0)   (35.9)   
 Proceeds on disposal of non-current assets                                     1.2      0.7      
 Free cash flow                                                                 35.7     6.0      
 Dividends paid                                                                 (14.1)   (12.4)   
 Acquisitions                                                                   (16.6)   (0.2)    
 Disposals                                                                      -        0.5      
 Amortisation of costs associated with refinancing revolving credit facilities  (0.4)    (0.3)    
 Purchase of shares for employee benefit trust                                  (0.9)    (2.4)    
 Issue of new shares                                                            1.2      0.3      
 Net debt decrease/(increase)                                                   4.9      (8.5)    
 Effect of exchange rate fluctuations                                           (0.4)    (0.3)    
 Net debt at the beginning of the year                                          (96.0)   (87.2)   
 Net debt at the end of the year                                                (91.5)   (96.0)   
 
 
10. Post balance sheet events 
 
On 20 January 2016 the Group acquired E.T. Techtonics, Inc. ('ETT'), a US
based designer of composite bridge products, for a consideration of £1.2m. ETT
will be integrated into Creative Pultrusions, Inc. our existing US composite
products business. 
 
On 9 March 2016, following a strategic review of its non-US Pipe Supports
business the Group announced its plan to engage in a consultation process
regarding the closure of, and its exit from, its manufacturing sites in the UK
and Thailand and also its sales office in China. To the extent possible, work
will be transferred to the Group's Indian manufacturing facility, which will
become the centre of excellence for the manufacture of pipe support products.
Following completion of the restructuring, it is expected that the Group will
seek a buyer for the Indian business. A non-underlying restructuring charge of
approximately £10m will be reported in the 2016 results. 
 
Notes: 
 
1.     The financial information previously set out does not constitute the
Company's statutory accounts for the years ended 31 December 2015 or 2014 but
is derived from those accounts. Statutory accounts for 2014 have been
delivered to the registrar of companies, and those for 2015 will be delivered
in due course. The auditors have reported on those accounts; their report
was: 
 
i.      unqualified; 
 
ii.    did not include references 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. 
 
2.     The Annual Report will be posted to shareholders on or before 18 April
2016 and will be displayed on the Company's website at www.hsholdings.com.
Copies of the Annual Report will also be available from the registered office
at Westhaven House, Arleston Way, Shirley, Solihull, B90 4LH. 
 
3.     Events Calendar: 
 
i.      The Annual General Meeting will be held on Tuesday 17 May 2016 at
11.00 a.m. at The Village Hotel, The Green Business Park, Shirley, Solihull,
B90 4GW. 
 
ii.    The proposed final dividend for 2015 will be paid on 1 July 2016 to
shareholders on the register on 27 May 2016 (ex-dividend date 26 May 2016). 
 
iii.   The last date for receipt of Dividend Reinvestment Plan elections is 10
June 2015. 
 
iv.    Interim results announcement for the period to 30 June 2016 due August
2016. 
 
v.     Payment of the 2016 interim dividend due January 2017. 
 
4.     This preliminary announcement of results for the year ended 31 December
2015 was approved by the Directors on 9 March 2016. 
 
Cautionary Statement 
 
This announcement contains forward looking statements which are made in good
faith based on the information available at the time of its approval. It is
believed that the expectations reflected in these statements are reasonable
but they may be affected by a number of risks and uncertainties that are
inherent in any forward looking statement which could cause actual results to
differ from those currently anticipated. 
 
This information is provided by RNS
The company news service from the London Stock Exchange

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