TIDMKGP
RNS Number : 3094K
Kingspan Group PLC
20 August 2012
KINGSPAN GROUP PLC
HALF-YEARLY FINANCIAL REPORT
For the period 30(th) June 2012
Kingspan, the global leader in high performance insulation and
building envelope solutions, presents its half-yearly financial
report for the period to 30 June 2012
Highlights:
Financial Highlights:
-- Revenue up 3% to EUR757.4m, a decrease of 1% on a constant currency basis
-- Trading profit up 19% to EUR52.7m, an increase of 14% on a constant currency basis
-- Margin prioritised over volume, resulting in Group trading
margin of 7.0%, an increase of 100bps versus the same period in
2011
-- Basic EPS up 28% to 22.1 cent
-- Interim dividend per share up 11% to 5.0 cent
-- Net debt of EUR171.2m (H1 2011: EUR207.2m). Net debt to
EBITDA of 1.2x (2011:1.8x) and interest cover of 9.9x
(2011:12.2x)
-- Successful re-financing of a five year EUR300m syndicated
bank facility in April 2012 extending the weighted average maturity
of the Group's debt facilities to 5.3 years (June 2011: 2.8
years)
Operational Highlights:
-- Insulated Panels divisional sales up 3% and trading profit up
25% reflecting a higher specification sales mix and penetration
growth in developing markets
-- Insulation Boards divisional sales up 4% and trading profit
up 7% reflecting proportionately higher sales of Kooltherm(R)
somewhat offset by pricing pressure in PIR board
-- Access Floors divisional sales up 20% and trading profit up
31% reflecting strong datacentre volumes and a gradual improvement
in office activity
-- Environmental divisional sales down 12% and trading profit
flat on prior year due, predominantly, to the conclusion of a
contract in France and lower UK social housing refurbishment
-- Agreement reached in August to acquire the businesses of
Thyssenkrupp Construction in Europe and, separately, Rigidal
Industries LLC in the UAE. Combined revenue in 2011 was
approximately EUR340m
Summary Financials:
H1'12 H1'11 % change
EURm EURm
---------------------- ------ ------ ---------
Revenue 757.4 736.0 +3.0%
EBITDA* 71.9 63.5 +13.2%
Trading Profit** 52.7 44.2 +19.2%
Trading Margin 7.0% 6.0% +100bps
Profit after tax 37.2 29.2 +27.4%
EPS (cent per share) 22.1 17.3 +27.8%
---------------------- ------ ------ ---------
*Earnings before finance costs, income tax, depreciation and
intangible amortisation
**Earnings before amortisation of intangibles, finance costs and
income tax.
Gene Murtagh, Chief Executive of Kingspan commented:
"Kingspan is very pleased to report another period of progress
for the Group through a combination of organic growth and the
successful integration of acquisitions. The trading environment
across many of our geographies continues to be very uncertain which
is having a moderating impact, albeit with Kingspan continuing to
outperform the general markets in which we operate."
For further information contact:
Murray Consultants Tel: +353 (0) 1 4980 300
Ed Micheau
Business Review
The first six months of 2012 were characterised by a relatively
strong first quarter which flagged considerably towards mid-year.
This moderation in recent activity levels coincided with weakening
sentiment generally across Europe driven by interminable political
indecision. Against this backdrop, Group sales in the period grew
by 3% to EUR757.4m, while Group trading profit rose by 19% to
EUR52.7m. Trading margin improved year on year by 100bps from 6% to
7% reflecting a combination of higher specification sales mix and a
priortisation across the Group of margin over volume.
The Group posted robust performances in both the Insulated
Panels and Insulation businesses in the UK where, despite a
lacklustre backdrop, sales grew by 1%. North America also performed
satisfactorily across both Insulated Panels and Access Floors with
Australasia again growing well for the Group. In contrast to these
markets, Western Europe was hamstrung by an unusually weak
construction environment in the Netherlands, owing in the main to
sentiment driven weakness in the residential sector. Germany
performed well, as did the core central European markets but sales
declined in Russia and Turkey.
With regard to raw materials, chemical prices continued to
harden during the period impacting the cost base of the Group's
insulation businesses. Steel prices were more stable, and may
reduce during the second half, acting as some counterbalance to an
anticipated rise in chemical costs.
During August 2012 Kingspan entered an agreement to acquire the
Thyssenkrupp Construction business, based in Germany, and also
producing in France, Belgium, Austria and Hungary. The acquisition
provides Kingspan with a significant platform from which to grow
further in key continental European markets. Separately, the Group
agreed to acquire Rigidal Industries LLC, a Dubai based regional
leader in insulated roof and wall systems, again furthering the
Group's geographical reach. Combined 2011 turnover of these
businesses was approximately EUR340m.
Insulated Panels
HY '12 HY '11 Change
EURm EURm
---------------- ------- ------- -------
Turnover 361.1 350.4 +3%(1)
Trading Profit 27.1 21.7 +25%
Trading Margin 7.5% 6.2%
---------------- ------- ------- -------
(1) Comprising volume -5%, price/mix +5% and currency impact +3%
Overall, the division recorded a strong trading performance in
the period with an improved margin in all regions, up 130bps from
6.2% to 7.5%. This margin growth reflected, in the main, growing
sales of higher specification products including architectural
lines and operating leverage in newer, developing, markets such as
Australia.
UK
Sales revenue in the UK grew by 1%, while volume declined by 2%.
Although most end-market segments were steady, activity in the
retail and food segments was particularly robust as has been the
case in recent years. Additionally, Benchmark(R) architectural
sales improved well year on year, with some notable success in
specifications achieved. Growth in this product suite and other
recent product introductions are key to achieving sustainable
margin enhancement for the division more generally. The project
pipeline through to year end points towards a stable performance in
the second half across most sectors.
Mainland Europe
Sales revenue in the region grew by 1%, while volume declined by
6%, owing to a solid performance in Germany, Poland and the Czech
Republic where volume grew significantly through both penetration
and activity growth. Combined, the Netherlands and Belgium recorded
volume reductions, as did the Balkans and Turkey. This trading
pattern is likely to remain through the year, although the lower
sales volume in some regions will be offset by improved margins
through continuous improvement in the cost base and optimising the
sales mix.
North America
Sales revenue in this region grew by 9%, while volume declined
by 6%. Activity in the commercial and industrial segment began the
year relatively muted but improved significantly during the second
quarter as larger projects in the pipeline were awarded. The
manufacturing and resources sectors have been particularly active
as has government funded infrastructure. The coldstorage segment
was weaker for Kingspan as, intentionally, volume was sacrificed
for margin.
Australasia
Sales revenue grew by 32%, and volume grew by 13%, as the market
conversion process evident over recent years generated real
traction. Despite general economic weakness in Australia, activity
in the resources and retail/distribution sectors drove much of the
growth in the first half. This pattern is likely to continue for
the foreseeable future and will be reinforced with further new
product introductions in the region.
Ireland
Sales revenue declined by 13%, while volume declined by 9%, as
the market slipped further downward. It now represents ca. 6% of
the division's volume and can be expected to stabilise at around
these levels.
Insulation Boards
HY '12 HY '11 Change
EURm EURm
---------------- ------- ------- --------
Turnover 232.1 222.6 +4% (1)
Trading Profit 15.5 14.5 +7%
Trading Margin 6.7% 6.5%
---------------- ------- ------- --------
(1) Comprising volume -9%, price/mix +10% and currency impact +3%
Overall, trading in the division in the early part of the year
was relatively strong, but weakened during the second quarter,
particularly in the UK and Netherlands which account for the lion's
share of divisional activity. Margins improved year on year from
6.5% to 6.7% reflecting a combination of a positive Kooltherm(R)
sales mix somewhat offset by margin pressure in PIR board.
UK
The early part of the year saw relatively buoyant activity in
the UK, which tapered off somewhat towards mid-year, resulting in a
year on year sales revenue increase of 1%, and a volume decline of
10%. The volume/value differential relates to a significant
improvement in Kooltherm(R) penetration as well as inflation
recovery over the same period a year earlier. Although private
newbuild residential is somewhat encouraging, the second half could
see a continuation of quarter two's performance as the timeframe
for government social housing and refurbishment initiatives is
extended further.
Mainland Europe
The division's primary Continental European presence is in the
Benelux and Germany with growing positions in CEE and France.
Similar to the UK, quarter one's performance was solid. However,
some market slippage was evident during the second quarter
resulting in volume for the first half decreasing by 8%, while
increasing by 5% in revenue. Belgium performed particularly well,
as did Germany, but the Netherlands weakened sharply toward
mid-year with no improvement anticipated in the near-term.
Australasia
Sales volume declined 4% in the period, while value grew 12%
driven by the process of transitioning the sales profile of the
business more towards the higher value, proprietary Kooltherm(R)
insulation. This dynamic was key to ensuring the business grew in
the first half, despite a notable deterioration in newbuild
residential activity in Australia and New Zealand.
Ireland
Sales volume declined again by 18%, or 9% by revenue, as the
wider construction market dipped further. Refurbishment and the
Kooltherm(R) product are the anchor drivers for this business
presently with newbuild housing reaching a low of ca. 5,000 units
per annum.
Access Floors
HY '12 HY '11 Change
EURm EURm
---------------- ------- ------- ---------
Turnover 77.9 65.1 +20% (1)
Trading Profit 8.9 6.8 +31%
Trading Margin 11.4% 10.4%
---------------- ------- ------- ---------
(1) Comprising volume +6%, price/mix -2%, currency impact +8% and acquisition +8%
Sales revenue in North America grew 22% in the period resulting
from continued robustness of the datacentre market, gradual
evidence of recovery in the office sector and a number of
attractive export contracts, including some to the Middle East and
South America. Margins, however, have come under some pressure
given what to-date has been the relentless weakness of the US
office construction market. Canada was somewhat weaker than
anticipated but recent contracts secured should see this trend
improve towards year end.
Sales revenue in Europe was down by 3% owing predominately to
weaker sales in Continental Europe and offset, to some extent, by
an improvement in office construction activity in the UK. Given the
late cycle nature of this business, the period from late 2012
through 2013 is likely to see continued gradual improvement in the
performance of access floor sales in Europe.
In Australia, where the Group made a entry platform acquisition
in January, a relatively weak start to the year should give way to
improved activity later in 2012.
Environmental
HY '12 HY '11 Change
EURm EURm
---------------- ------- ------- -------
Turnover 86.3 97.9 -12%
Trading Profit 1.2 1.2 -
Trading Margin 1.4% 1.2%
---------------- ------- ------- -------
During quarter one sales into France continued to perform
strongly, however as indicated previously, this contract has now
concluded. This, coupled with a sharp decline in UK social
refurbishment projects, resulted in a reduction in sales in quarter
two, generating a year on year sales decrease of 12%.
In excess of 50% of this division's revenues are currently
generated in the UK, which is likely to hamper progress somewhat in
the near-term. The division is expanding its presence in Mainland
Europe, the Nordics, and North America with a range of integrated
environmental solutions comprising solarthermal, micro wind power
and water management. This will ultimately shape the success of the
division in the coming years.
Financial Review
Overview of results
Group revenue increased by 3% to EUR757.4m (H1 2011: EUR736.0m)
and trading profit increased by 19% to EUR52.7m (H1 2011:
EUR44.2m). These measures were a 1% decrease in sales and 14%
increase in trading profit on a constant currency basis. This
resulted in an improvement of 100 basis points in the Group's
trading profit margin to 7.0% (2011: 6.0%). The amortisation charge
in respect of intangibles was EUR1.4m compared to EUR2.5m in the
first half of 2011 with the decrease reflecting balances fully
written off on expiration of their accounting useful lives. Group
operating profit, after amortisation grew 23% to EUR51.3m. Profit
after tax was EUR37.2m compared to EUR29.2m in the first half of
2011 driven in the main by the growth in trading profit. Basic EPS
for the period was 22.1 cent, representing an increase of 28% on
the first half of 2011 (H1 2011: 17.3 cent).
The Group's underlying sales and trading profit growth by
division are set out below:
Sales Underlying Currency Acquisition Total
------------------- ----------- --------- ------------ ------
Insulated Panels - +3% - +3%
Insulation Boards +1% +3% - +4%
Access Floors +4% +8% +8% +20%
Environmental -16% +4% - -12%
Group -2% +4% +1% +3%
----------- --------- ------------ ------
The Group's trading profit measure is earnings before interest,
tax and amortisation of intangibles:
Trading Profit Underlying Currency Acquisition Total
------------------- ----------- --------- ------------ ------
Insulated Panels +20% +4% - +24%
Insulation Boards +3% +4% - +7%
Access Floors +26% +7% - +33%
Environmental -8% +7% - -1%
Group +14% +5% - +19%
----------- --------- ------------ ------
Finance costs
Finance costs for the half year increased by EUR1.3m to EUR6.8m
(H1 2011: EUR5.6m). Finance costs include a near neutral non-cash
item (H1 2011: EUR0.3m credit) in respect of the Group's legacy
defined benefit pension schemes. A net non-cash credit of EUR0.9m
was recorded in respect of swaps on the Group's USD private
placement notes (H1 2011: charge of EUR0.3m). The Group's net
interest expense on borrowings (bank and loan notes) was EUR7.7m
compared to EUR5.5m in the first half of 2011. This increase
reflects the USD private placement completed in August 2011 which
was used to repay the shorter term revolving credit bank facility
with the balance placed on deposit to fund the Group's future
development needs. In the near term this has increased the Group's
net interest expense but affords flexibility with an extended debt
maturity.
Taxation
The tax charge for the first half of the year was EUR7.3m (H1
2011: EUR7.0m) which represents an effective tax rate of 16% on
earnings before amortisation (H1 2011: 18%). The decrease in the
effective tax rate is primarily due to the geographic mix of
earnings and a reduction in the headline corporation tax rate in
the UK.
Retirement benefits
The Group makes pension provision for current pensionable
employees through defined contribution arrangements. The Group has
two legacy defined benefit schemes which are closed to new members
and to future accrual. The net pension deficit in respect of these
schemes was EUR0.6m as at 30 June 2012 (30 June 2011: deficit of
EUR0.1m).
Free cashflow
Free cashflow H1'12 H1'11
EUR'm EUR'm
-------------------------------- ------- -------
EBITDA* 71.9 63.5
Movement in working capital (17.8) (16.9)
Net capital expenditure (16.0) (10.7)
Pension contributions (0.8) (1.4)
Finance costs (9.5) (6.0)
Income taxes paid (6.8) (2.6)
Other including non-cash items 6.6 3.8
------- -------
Free cashflow 27.6 29.7
------- -------
*Earnings before finance costs, income taxes, depreciation and
amortisation
Working capital increased by EUR17.8m in the first half of 2012
(increase of EUR16.9m in H1 2011). This reflects seasonal
variability associated with trading patterns and the timing of
significant purchases for steel and chemicals.
Net debt
Net debt increased by EUR1.1m during the first half to EUR171.2m
(31 December 2011: EUR170.1m). This is analysed in the table below.
The amount recorded in respect of settlement of legal costs relates
to legal fees associated with the Group's unsuccessful litigation
in respect of the Borealis claim in the Environmental division.
Movement in net debt H1'12 H1'11
EUR'm EUR'm
----------------------------------- -------- --------
Free cashflow 27.6 29.7
Acquisitions (net of disposal
proceeds) (7.2) (107.4)
Settlement of legal costs (12.3) -
Share issues 1.4 0.2
Dividends paid (10.8) (9.8)
-------- --------
Cashflow movement (1.3) (87.3)
Exchange movements on translation 0.2 0.9
-------- --------
Increase in net debt (1.1) (86.4)
Net debt at start of year (170.1) (120.8)
-------- --------
Net debt at end of period (171.2) (207.2)
-------- --------
Financing
The Group funds itself through a combination of equity and debt.
Debt is funded through a combination of a syndicated bank facility
and private placement loan notes. The primary debt facility is a
revolving credit facility of EUR300m entered into in April 2012
with a syndicate of international banks and which matures in April
2017. The facility was undrawn at the period end and replaced a
pre-existing facility of EUR330m scheduled to mature in September
2013. The Group has two US Private Placement loan notes for $400m
in aggregate, of which $158m matures in 2015, $42m in 2017 with the
balance of $200m maturing in 2021. The weighted average maturity of
debt facilities at half year end was 5.3 years (June 2011: 2.8
years).
The Group has significant available undrawn facilities which
provide appropriate headroom for potential development
opportunities.
Key financial covenants
The majority of Group borrowings are subject to primary
financial covenants calculated in accordance with lenders' facility
agreements:
- A maximum net debt to EBITDA ratio of 3.5 times
- A maximum net debt to net interest coverage of 4 times
The performance against these covenants in the current and
comparative year is set out below:
June 2012 June 2011
Covenant Times Times
--------------------- ------------- ---------- ----------
Net debt/EBITDA Maximum 3.5 1.2 1.8
EBITDA/Net interest Minimum 4.0 9.9 12.2
--------------------- ------------- ---------- ----------
Related party transactions
There were no changes in related party transactions from the
2011 Annual Report that could have a material effect on the
financial position or performance of the Group in the first half of
the year.
Principal risks & uncertainties
Details of the principal risks and uncertainties facing the
Group can be found in the 2011 Annual Report. These risks in
particular macro-economic construction activity in key markets,
fluctuating raw material costs and volatile currencies, remain the
most likely to affect the Group in the second half of the current
year. The Group actively manages these and all other risks through
its control and risk management processes.
Dividend
The Board has declared an interim dividend of 5.0 cent per
ordinary share, an increase of 11.1% on 2011 interim dividend of
4.5 cent per share. The interim dividend will be paid on 21
September to shareholders on the register on the record date of 31
August 2012.
Looking Ahead
The macro backdrop in recent years has been variously described
as challenging and uncertain. This is the environment we now
operate in, and we remain focused on what we can influence,
continuing to make progress in that context.
As outlined, after an encouraging start to the year markets
moderated through the second quarter. Without looking too far
ahead, it is likely that the Group's trading environment for the
remainder of the year will weaken further from that experienced in
the second quarter. That said, the Group enters the second half
with a positive orderbook overall. In Insulated Panels the
orderbook at the end of June 2012 was ahead of the same period last
year in North America by +3%, in the UK and Western Europe by +13%
and CEE by +22%. In Insulation Boards, the trend seen in the year
to date of overall volume weakness relieved somewhat by a positive
sales mix can be expected to continue in the near-term, although
activity in the Netherlands is likely to ease further. Our
Environmental division is likely to record more pronounced weakness
in the second half, versus the same period last year, at which time
sales to France were at a peak. Somewhat encouraging in the year to
date were sales of Access Floors and, in the second half,
performance could be modestly ahead of the same period last
year.
Overall, the Group will continue to drive its conversion
approach with the objective of increasing market penetration for
higher performance insulation and building envelope solutions. Our
focus will continue on iteratively rebuilding margin and returns on
capital through greater efficiency, product specification,
innovation and operating leverage, not alone in Kingspan's existing
businesses, but in the recently acquired TK Construction businesses
across Europe. The Group has a strong, well capitalised balance
sheet and, overall, is well placed to progress in the years
ahead.
RESPONSIBILITY STATEMENT
Directors' Responsibility Statement in respect of the
half-yearly financial report for the six months ended 30 June
2012
Each of the directors, whose names and functions are listed in
the 2011 Annual Report (with the exception of Mr Danny Kitchen, who
retired on 10 May 2012) confirm our responsibility for preparing
the half yearly financial report in accordance with the
Transparency (Directive 2004/109/EC) Regulations 2007, the
Transparency Rules of the Republic of Ireland's Financial Regulator
and with IAS34 "Interim Financial Reporting" as adopted by the EU.
We confirm that to the best of our knowledge:
a) the condensed consolidated interim financial statements
comprising the condensed consolidated income statement, the
condensed consolidated statement of comprehensive income, the
condensed consolidated statement of financial position, the
condensed consolidated statement of changes in equity, the
condensed consolidated statement of cash flows and related notes
have been prepared in accordance with the Transparency (Directive
2004/109/EC) Regulations 2007, the Transparency Rules of the
Republic of Ireland's Financial Regulator and with IAS 34 "Interim
Financial Reporting" as adopted by the EU.
b) The interim management report includes a fair review of the
information required by:
i) Regulation 8(2) of the Transparency (Directive 2004/109/EC)
Regulations 2007, 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
ii) Regulation 8(3) of the Transparency (Directive 2004/109/EC)
Regulations 2007, 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.
On behalf of the Board
Gene Murtagh Geoff Doherty
Chief Executive Officer Chief Financial Officer
20 August 2012 20 August 2012
Kingspan Group plc
Condensed consolidated income statement
for the half year ended 30 June 2012
6 months 6 months
ended ended
30 June 2012 30 June
2011
(Unaudited) (Unaudited)
Note EUR'000 EUR'000
Revenue 4 757,391 735,950
Costs of sales (533,824) (533,109)
------------- ------------
Gross Profit 223,567 202,841
Operating costs, excluding intangible
amortisation (170,846) (158,596)
------------- ------------
Trading Profit 4 52,721 44,245
Intangible amortisation (1,378) (2,518)
------------- ------------
Operating Profit 51,343 41,727
Finance expense 6 (7,278) (5,980)
Finance income 6 454 415
------------- ------------
Profit for the period before income
tax 44,519 36,162
Income tax expense 7 (7,344) (6,962)
------------- ------------
Net Profit for the period 37,175 29,200
------------- ------------
Attributable to owners of Kingspan
Group plc 37,033 28,786
Attributable to non-controlling
interests 142 414
------------- ------------
37,175 29,200
------------- ------------
Earnings per share for the period
Basic 10 22.1c 17.3c
Diluted 10 21.7c 16.7c
Kingspan Group plc
Condensed consolidated statement of comprehensive income
for the half year ended 30 June 2012
Note 6 months 6 months
ended ended
30 June 30 June
2012 2011
(Unaudited) (Unaudited)
EUR'000 EUR'000
Net profit for financial period 37,175 29,200
Other comprehensive income:
Effective portion of changes in fair value
of cash flow hedges (1,046) 2,946
Net change in fair value of cash flow hedges 188 -
reclassified to income statement
Actuarial losses on defined benefit pension
schemes - 128
Exchange differences on translating foreign
operations 23,904 (18,878)
Total comprehensive income for the period 60,221 13,396
------------ ------------
Attributable to owners of Kingspan Group
plc 59,884 12,980
Attributable to non-controlling interests 337 416
------------ ------------
60,221 13,396
------------ ------------
Kingspan Group plc
Condensed consolidated statement of financial position
as at 30 June 2012
At 30 June At 30 June At 31 December
2012 2011 2011
(Unaudited) (Unaudited) (Audited)
Note EUR'000 EUR'000 EUR'000
Assets
Non-current assets
Goodwill 388,715 358,330 373,959
Other intangible assets 7,254 11,149 8,530
Property, plant and equipment 11 451,484 444,140 443,240
Financial assets - 10 -
Derivative financial instruments 23,607 - 14,163
Deferred tax assets 6,858 4,507 7,576
------------ ------------ ---------------
877,918 818,136 847,468
Current assets
Inventories 176,134 178,129 160,661
Trade and other receivables 321,857 303,789 281,802
Derivative financial instruments 2,895 6,803 2,947
Cash and cash equivalents 140,666 95,342 141,067
------------ ------------ ---------------
641,552 584,063 586,477
Non-current assets classified
as held for sale 409 - 392
------------ ------------ ---------------
641,961 584,063 586,869
------------ ------------ ---------------
Total assets 1,519,879 1,402,199 1,434,337
------------ ------------ ---------------
Liabilities
Current liabilities
Trade and other payables 285,209 310,487 253,055
Provisions for liabilities 36,037 39,035 45,955
Derivative financial instruments 1,342 - 21
Deferred consideration 18 489 480
Interest bearing loans and
borrowings 6,711 24,914 10,430
Current income tax liabilities 40,254 36,688 39,363
------------ ------------ ---------------
369,571 411,613 349,304
Non-current liabilities
Retirement benefit obligations 625 67 1,389
Provisions for liabilities 8,060 9,857 9,857
Interest bearing loans and
borrowings 331,651 272,943 317,796
Derivative financial instruments - 11,475 -
Deferred tax liabilities 20,040 21,631 20,662
Deferred consideration 354 956 344
------------ ------------ ---------------
360,730 316,929 350,048
------------ ------------ ---------------
Total liabilities 730,301 728,542 699,352
------------ ------------ ---------------
Net Assets 789,578 673,657 734,985
------------ ------------ ---------------
Equity
Share capital 22,454 22,332 22,344
Share premium 39,314 37,960 38,059
Capital redemption reserve 723 723 723
Treasury shares (30,707) (32,565) (30,707)
Other reserves (83,948) (142,843) (107,715)
Retained earnings 835,268 782,686 806,144
------------ ------------ ---------------
Equity attributable to owners
of Kingspan Group plc 783,104 668,293 728,848
Non-controlling interest 6,474 5,364 6,137
------------ ------------ ---------------
Total Equity 789,578 673,657 734,985
------------ ------------ ---------------
Kingspan Group plc
Condensed consolidated statement of changes in equity
For the half year ended 30 June 2012 (unaudited)
Share Total
Capital Cash based attributable Non-
Share Share redemption Treasury Translation flow payment Revaluation Retained to owners controlling Total
capital premium reserve shares reserve hedging reserve reserve Earnings of the interest equity
reserve parent
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Balance at 1
January
2012 22,344 38,059 723 (30,707) (129,386) 1,577 19,381 713 806,144 728,848 6,137 734,985
--------- --------- ------------ ----------- ------------- --------- --------- ------------- ---------- ------------- ------------- ----------
Transactions
with owners
recognised
directly
in equity
Shares issued 110 1,255 - - - - - - - 1,365 - 1,365
Employee share
based
compensation - - - - - - 3,854 - - 3,854 - 3,854
Exercise or
lapsing
of share options - - - - - - (2,938) - 2,938 - - -
Dividends - - - - - - - - (10,847) (10,847) - (10,847)
Transactions with
non-controlling
interests:
Dividends paid to - - - - - - - - - - - -
non-controlling
interest
--------- --------- ------------ ----------- ------------- --------- --------- ------------- ---------- ------------- ------------- ----------
Transactions with
owners 110 1,255 - - - - 916 - (7,909) (5,628) - (5,628)
--------- --------- ------------ ----------- ------------- --------- --------- ------------- ---------- ------------- ------------- ----------
Total
comprehensive
income for the
period
Profit for the
period - - - - - - - - 37,033 37,033 142 37,175
Other
comprehensive
income
Cash flow hedging
in
equity
- current year - - - - - (1,046) - - - (1,046) - (1,046)
-
reclassification
to profit - - - - - 188 - - - 188 - 188
Defined benefit - - - - - - - - - - - -
pension
scheme
Tax on defined - - - - - - - - - - - -
benefit
pension scheme
Exchange
differences
on translating
foreign
operations - - - - 23,709 - - - - 23,709 195 23,904
Total
comprehensive
income for the
period - - - - 23,709 (858) - - 37,033 59,884 337 60,221
--------- --------- ------------ ----------- ------------- --------- --------- ------------- ---------- ------------- ------------- ----------
Balance at 30
June
2012 22,454 39,314 723 (30,707) (105,677) 719 20,297 713 835,268 783,104 6,474 789,578
--------- --------- ------------ ----------- ------------- --------- --------- ------------- ---------- ------------- ------------- ----------
Kingspan Group plc
Condensed consolidated statement of changes in equity
For the half year ended 30 June 2011 (unaudited)
Share Total
Capital Cash based attributable Non-
Share Share redemption Treasury Translation flow payment Revaluation Retained to owners controlling Total
capital premium reserve shares reserve hedging reserve reserve Earnings of the interest equity
reserve parent
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Balance at 1
January
2011 22,325 37,739 723 (32,565) (147,411) 2,570 14,895 713 763,008 661,997 4,948 666,945
--------- --------- ------------ ----------- ------------- --------- --------- ------------- ---------- ------------- ------------- ----------
Transactions
with owners
recognised
directly
in equity
Shares issued 7 176 - - - - - - - 183 - 183
Employee share
based
compensation - - - - - - 2,922 - - 2,922 - 2,922
Exercise or
lapsing
of share options - 45 - - - - (598) - 553 - - -
Dividends - - - - - - - - (9,789) (9,789) - (9,789)
Transactions with
non-controlling
interests:
Capital - - - - - - - - - - - -
contribution
Dividends paid to - - - - - - - - - - - -
non-controlling
interest
--------- --------- ------------ ----------- ------------- --------- --------- ------------- ---------- ------------- ------------- ----------
Transactions with
owners 7 221 - - - - 2,324 - (9,236) (6,684) - (6,684)
--------- --------- ------------ ----------- ------------- --------- --------- ------------- ---------- ------------- ------------- ----------
Total
comprehensive
income for the
period
Profit for the
period - - - - - - - - 28,786 28,786 414 29,200
Other
comprehensive
income
Cash flow hedging
in
equity
- current year - - - - - 2,946 - - - 2,946 - 2,946
- - - - - - - - - - - - -
reclassification
to profit
Defined benefit
pension
scheme - - - - - - - - 128 128 - 128
Exchange
differences
on translating
foreign
operations - - - - (18,880) - - - - (18,880) 2 (18,878)
Total
comprehensive
income for the
period - - - - (18,880) 2,946 - - 28,914 12,980 416 13,396
--------- --------- ------------ ----------- ------------- --------- --------- ------------- ---------- ------------- ------------- ----------
Balance at 30
June
2011 22,332 37,960 723 (32,565) (166,291) 5,516 17,219 713 782,686 668,293 5,364 673,657
--------- --------- ------------ ----------- ------------- --------- --------- ------------- ---------- ------------- ------------- ----------
Kingspan Group plc
Condensed consolidated statement of changes in equity
For the financial year ended 31 December 2011(audited)
Share Total
Capital Cash based attributable Non-
Share Share redemption Treasury Translation flow payment Revaluation Retained to owners controlling Total
capital premium reserve shares reserve hedging reserve reserve Earnings of the interest equity
reserve parent
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Balance at 1
January
2011 22,325 37,739 723 (32,565) (147,411) 2,570 14,895 713 763,008 661,997 4,948 666,945
--------- --------- ------------ ----------- ------------- --------- --------- ------------- ---------- ------------- ------------- ----------
Transactions
with owners
recognised
directly
in equity
Shares issued 19 320 - - - - - - - 339 - 339
Employee share
based
compensation - - - - - - 5,427 - - 5,427 - 5,427
Tax on employee
share
based
compensation - - - - - - 255 - - 255 - 255
Exercise or
lapsing
of share options - - - - - - (1,196) - 1,196 - - -
Transfer of
shares - - - 1,858 - - - - (58) 1,800 - 1,800
Dividends - - - - - - - - (17,473) (17,473) - (17,473)
Transactions with
non-controlling
interests:
Capital
contribution - - - - - - - - - - 200 200
Dividends paid to
non-controlling
interest - - - - - - - - - - (51) (51)
--------- --------- ------------ ----------- ------------- --------- --------- ------------- ---------- ------------- ------------- ----------
Transactions with
owners 19 320 - 1,858 - - 4,486 - (16,335) (9,652) 149 (9,503)
--------- --------- ------------ ----------- ------------- --------- --------- ------------- ---------- ------------- ------------- ----------
Total
comprehensive
income for the
year
Profit for the
year - - - - - - - - 61,835 61,835 1,035 62,870
Other
comprehensive
income
Cash flow hedging
in
equity
- current year - - - - - (1,292) - - - (1,292) - (1,292)
-
reclassification
to profit - - - - - 299 - - - 299 - 299
Defined benefit
pension
scheme - - - - - - - - (3,179) (3,179) - (3,179)
Tax on defined
benefit
pension scheme - - - - - - - - 815 815 - 815
Exchange
differences
on translating
foreign
operations - - - - 18,025 - - - - 18,025 5 18,030
Total
comprehensive
income for the
year - - - - 18,025 (993) - - 59,471 76,503 1,040 77,543
--------- --------- ------------ ----------- ------------- --------- --------- ------------- ---------- ------------- ------------- ----------
Balance at 31
December
2011 22,344 38,059 723 (30,707) (129,386) 1,577 19,381 713 806,144 728,848 6,137 734,985
--------- --------- ------------ ----------- ------------- --------- --------- ------------- ---------- ------------- ------------- ----------
Kingspan Group plc
Condensed consolidated statement of cash flows
for the half year ended 30 June 2012
Note 6 months 6 months
ended ended
30 June 2012 30 June
2011
(Unaudited) (Unaudited)
EUR'000 EUR'000
Operating activities
Profit for the period before income
tax 44,519 36,162
Depreciation of property, plant
and equipment and
amortisation of intangible assets 20,561 21,800
Employee equity-settled share options 3,854 2,922
Finance income (454) (415)
Finance expense 7,278 5,980
Non-cash items 2,819 1,177
Profit on sale of property, plant
and equipment (99) (415)
Settlement of legal costs (12,272) -
Change in inventories (10,035) (35,532)
Change in trade and other receivables (27,308) (52,391)
Change in trade and other payables 19,977 73,204
Pension contributions (784) (1,365)
-------------- -------------
Cash generated from operations 48,056 51,127
Taxes paid (6,756) (2,577)
-------------- -------------
Net cash flow from operating activities 41,300 48,550
-------------- -------------
Investing activities
Additions to property, plant and
equipment (16,374) (12,429)
Additions to intangible assets - (41)
Proceeds from disposals of property,
plant and equipment 404 1,803
Purchase of subsidiary undertakings,
net of disposals (7,169) (107,374)
Payment of deferred consideration
in respect of acquisitions (482) (2,202)
Interest received 416 120
-------------- -------------
Net cash flow from investing activities (23,205) (120,123)
-------------- -------------
Financing activities
Drawdown of bank loans - 67,535
Repayment of bank loans (1,433) -
Discharge of finance lease liability (148) (293)
Proceeds from share issues 1,365 183
Interest paid (9,786) (5,808)
Dividends paid (10,847) (9,789)
-------------- -------------
Net cash flow from financing activities (20,849) 51,828
-------------- -------------
Decrease in cash and cash equivalents (2,754) (19,745)
Translation adjustment 4,716 (3,613)
Cash and cash equivalents at the
beginning of the period 137,374 99,481
-------------- -------------
Cash and cash equivalents at the
end of the period 139,336 76,123
-------------- -------------
Cash and cash equivalents at beginning
of period were made up of:
- Cash and cash equivalents 141,067 104,402
- Overdrafts (3,693) (4,921)
-------------- -------------
137,374 99,481
-------------- -------------
Cash and cash equivalents at end
of period were made up of:
- Cash and cash equivalents 140,666 95,342
- Overdrafts (1,330) (19,219)
-------------- -------------
139,336 76,123
-------------- -------------
Kingspan Group plc
Notes
forming part of the financial statements
1 Reporting entity
Kingspan Group plc ("the Company" or "the Group") is a public
limited company registered and domiciled in Ireland. The condensed
consolidated interim financial statements of the Company as at and
for the six months ended 30 June 2012 comprise the Company and its
subsidiaries (together referred to as the "Group") and the Group's
interests in jointly controlled entities.
The Group is primarily involved in the manufacture of high
performance insulation and building envelope solutions.
The financial information presented in the half-yearly report
does not represent full statutory accounts. Full statutory accounts
for the year ended 31 December 2011 prepared in accordance with
IFRS, as adopted by the EU, upon which the auditors have given an
unqualified audit report, have been filed with the Registrar of
Companies.
2 Basis of preparation
The interim results for the half year to 30 June 2012 and 30
June 2011 are unaudited.
(a) Statement of compliance
These condensed consolidated interim financial statements (the
Interim Financial Statements) have been prepared in accordance with
IAS 34 Interim Financial Reporting and do not include all of the
information required for full annual financial statements.
The Interim Financial Statements were approved by the Board of
Directors on 17 August 2012.
(b) Significant accounting policies
The accounting policies applied by the Group in the Interim
Financial Statements are the same as those applied by the Group in
its consolidated financial statements as at and for the year ended
31 December 2011.
The adoption of other new standards and interpretations (as set
out in the 2011 Annual Report) that became effective for the
Group's financial statements for the year ended 31 December 2012
did not have any significant impact on the interim financial
statements.
(c) Estimates
The preparation of 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 expense. Actual
results may differ from these estimates.
In preparing the Interim Financial Statements, the significant
judgments made by management in applying the Group's accounting
policies and the key sources of estimation uncertainty were the
same as those that applied to the consolidated financial statements
as at and for the year ended 31 December 2011.
The Interim Financial Statements are available on the Group's
website (www.kingspan.com).
3 Reporting currency
The Interim Financial Statements are presented in euro which is
the functional currency of the Company.
Results and cash flows of foreign subsidiary undertakings have
been translated into euro at the average exchange rates for the
period, as these approximate the exchange rates at the dates of the
transactions. The related assets and liabilities have been
translated at the closing rates of exchange ruling at the end of
the reporting period.
The following significant exchange rates were applied during the
period:
Average rate Closing rate
H1 2012 H1 2011 FY 2011 30.06.12 30.06.11 31.12.11
Euro =
Pound Sterling 0.823 0.868 0.868 0.806 0.90 0.840
US Dollar 1.30 1.40 1.39 1.26 1.44 1.30
Canadian Dollar 1.31 1.37 1.38 1.29 1.40 1.32
Australian Dollar 1.26 1.36 1.35 1.24 1.36 1.27
Czech Koruna 25.13 24.32 24.53 25.81 24.30 25.80
Polish Zloty 4.24 3.94 4.10 4.26 4.00 4.45
Hungarian Forint 294.78 269.00 278.00 288.08 266.00 311.55
4 Operating segments
The Group has the following four reportable segments:
Insulated Panels Manufacture of insulated panels, structural framing
and metal facades.
Insulation Boards Manufacture of rigid insulation boards, building
services insulation and engineered timber systems.
Environmental Manufacture of environmental, pollution control and
renewable energy solutions.
Access Floors Manufacture of raised access floors.
Analysis by class of
business
Segment revenue
Insulated Insulation Access
Panels Boards Environmental Floors Total
EURm EURm EURm EURm EURm
Total revenue - H1 2012 361.1 232.1 86.3 77.9 757.4
Total revenue - H1 2011 350.4 222.6 97.9 65.1 736.0
Segment result (profit before finance costs)
Insulated Insulation Access
Panels Boards Environmental Floors Total
EURm EURm EURm EURm EURm
Trading profit - H1
2012 27.1 15.5 1.2 8.9 52.7
Intangible amortisation (0.3) (0.8) (0.3) - (1.4)
---------- ----------- ---------------- -------- --------
Operating result - H1
2012 26.8 14.7 0.9 8.9 51.3
---------- ----------- ---------------- --------
Net finance expense (6.8)
--------
Profit for the period
before income tax 44.5
Income tax expense (7.3)
--------
Profit for the period
- H1 2012 37.2
--------
Attributable to:
Owners of the Company 37.0
Non-controlling interest 0.2
--------
37.2
--------
Segment result (profit before finance costs)
Insulated Insulation Access
Panels Boards Environmental Floors Total
EURm EURm EURm EURm EURm
Trading profit - H1
2011 21.7 14.5 1.2 6.8 44.2
Intangible amortisation (1.2) (0.9) (0.4) (0.0) (2.5)
---------- ----------- ---------------- -------- --------
Operating result - H1
2011 20.5 13.6 0.8 6.8 41.7
---------- ----------- ---------------- --------
Net finance expense (5.6)
--------
Profit for the period
before income tax 36.1
Income tax expense (7.0)
--------
Profit for the period
- H1 2011 29.2
--------
Attributable to:
Owners of the Company 28.8
Non-controlling interest 0.4
--------
29.2
--------
Segment assets and liabilities
Total Total
Insulated Insulation Access 30 June 30 June
Panels Boards Environmental Floors 2012 2011
EURm EURm EURm EURm EURm EURm
Assets - H1 2012 569.8 450.5 184.1 141.4 1,345.8
Assets - H1 2011 559.6 435.7 184.6 115.7 1,295.6
Derivative financial
instruments 26.5 6.8
Cash and cash equivalents 140.7 95.3
Deferred tax asset 6.9 4.5
--------- ---------
Total assets 1,519.9 1,402.2
--------- ---------
Liabilities - H1
2012 (166.9) (96.0) (40.6) (27.7) (331.2)
Liabilities - H1
2011 (172.1) (116.2) (68.0) (14.6) (370.9)
Interest bearing loans and borrowings (current
and non-current) (338.4) (297.9)
Deferred consideration (current and non-current) (0.4) (1.4)
Income tax liabilities (current and deferred) (60.3) (58.3)
--------- ---------
Total liabilities (730.3) (728.5)
--------- ---------
Other segment information
Insulated Insulation Access
Panels Boards Environmental Floors Total
EURm EURm EURm EURm EURm
Capital Investment -
H1 2012 10.9 3.3 0.7 1.3 16.2
Capital Investment -
H1 2011 7.2 54.3 2.1 0.5 64.1
Depreciation included
in segment
result - H1 2012 (9.8) (6.1) (2.1) (1.2) (19.2)
Depreciation included
in segment
result - H1 2011 (9.8) (6.2) (2.1) (1.2) (19.3)
Non cash items included
in segment result - H1
2012 (1.7) (1.0) (0.8) (0.4) (3.9)
Non cash items included
in segment result -H1
2011 0.1 0.2 0.1 - 0.4
Analysis of segmental data by
geography
Republic United Rest
of Ireland Kingdom of Americas Others Total
EURm EURm Europe EURm EURm EURm
EURm
Income Statement
Items
Revenue - H1 2012 32.8 303.9 259.7 110.7 50.3 757.4
Revenue - H1 2011 36.2 308.1 258.6 100.0 33.1 736.0
Statement of Financial Position Items
Non current assets
- H1 2012 67.8 344.8 230.9 165.6 38.8 847.9
Non current assets
- H1 2011 70.8 311.5 251.2 147.2 32.9 813.6
Capital Investment
- H1 2012 0.5 8.1 3.6 3.3 0.7 16.2
Capital Investment
- H1 2011 2.4 5.1 53.4 2.6 0.6 64.1
In presenting information on the basis of geographic segments,
segment revenue is based on the geographic location of
customers.
Segment assets are based on the geographic location of the
assets.
5 Seasonality of operations
Activity in the global construction industry is characterised by
cyclicality and is dependent to a significant extent on the
seasonal impact of weather in some of the Group's operating
locations. Activity is second half weighted.
6 Finance expense and finance income
6 months 6 months
ended ended
30 June 30 June
2012 2011
(Unaudited) (Unaudited)
EUR'000 EUR'000
Finance expense
Bank loans 1,769 2,254
Private placement 6,365 3,364
Finance leases 9 25
Fair value movement on derivative
financial instruments (8,405) 10,524
Fair value movement on private placement
debt 7,540 (10,187)
------------- -------------
7,278 5,980
Finance income
Interest earned (416) (120)
Net defined benefit pension scheme (38) (295)
Net finance cost 6,824 5,565
------------- -------------
There were no borrowing costs capitalised during the period (H1
2011: Nil).
7 Taxation
Taxation provided for on profits is EUR7.3m which represents 16%
of the profit before tax and amortisation for the period (H1 2011:
18%). The full year effective tax rate in 2011 was 18%. The
taxation charge for the six month period is accrued using an
estimate of the applicable rate for the year as a whole.
8 Analysis of net debt
At At
30 June 30 June
2012 2011
(Unaudited) (Unaudited)
EUR'000 EUR'000
Cash and cash equivalents 140,666 95,342
Derivative financial instruments 26,456 (4,672)
Current borrowings (6,711) (24,914)
Non-current borrowings (331,651) (272,943)
Total net debt (171,240) (207,187)
------------- -------------
Net debt, which is a non GAAP measure, is stated net of interest
rate and currency hedges which relate to hedges of debt. Foreign
currency derivatives which are used for transactional hedging are
not included in the definition of net debt.
9 Dividends
A final dividend on ordinary shares of 6.5 cent per share in
respect of the year ended 31 December 2011 (31 December 2010: 6.0c)
was paid on 17 May 2012.
The Directors are proposing an interim dividend of 5.0 cent
(2011: 4.5 cent) per share in respect of 2012, which will be paid
on 21 September 2012 to shareholders on the register on the record
date of 31 August 2012.
10 Earnings per share
6 months 6 months
ended ended
30 June 30 June
2012 2011
(Unaudited) (Unaudited)
EUR'000 EUR'000
The calculations of earnings per
share are based on the following:
Profit attributable to owners
of the Company 37,033 28,786
--------------- -------------
Number of Number
shares ('000) of
6 months shares
ended ('000)
30 June 6 months
2012 ended
30 June
2011
Weighted average number of ordinary
shares for
the calculation of basic earnings
per share 167,298 166,568
Dilutive effect of share options 3,162 5,453
--------------- -------------
Weighted average number of ordinary
shares
for the calculation of diluted
earnings per share 170,460 172,021
--------------- -------------
EUR cent EUR cent
Basic earnings per share 22.1 17.3
Diluted earnings per share 21.7 16.7
Adjusted basic (pre amortisation)
earnings per share 23.0 18.8
The number of options which are anti-dilutive and have therefore
not been included in the above calculations are 1,709,597.
11 Property, plant & equipment
At At At
30 June 30 June 31 December
2012 2011
(Unaudited) (Unaudited) 2011
EUR'000 EUR'000 (Audited)
EUR'000
Cost or valuation 937,076 876,217 905,432
Accumulated depreciation
(and impairment charges) (485,592) (432,077) (462,192)
------------- ------------- -------------
Net carrying amount 451,484 444,140 443,240
------------- ------------- -------------
Opening net carrying amount 443,240 408,632 408,632
Acquisitions through business
combinations 66 52,592 48,974
Additions 16,150 11,507 28,793
Disposals (305) (1,313) (3,368)
Reanalysed as "held for sale" - 1,658 (232)
Depreciation charge (19,183) (19,282) (37,914)
Impairment charge - (75) (1,702)
Effect of movement in exchange
rates 11,516 (9,579) 57
Closing net carrying amount 451,484 444,140 443,240
------------- ------------- -------------
The disposals generated a profit of EUR0.1m (H1 2011: EUR0.4m
profit) which has been included within Operating Costs.
12 Reconciliation of net cash flow to movement in net debt
6 months 6 months Year ended
ended ended 31 December
30 June 30 June 2011
2012 2011
(Unaudited) (Unaudited) (Audited)
EUR'000 EUR'000 EUR'000
(Decrease)/increase in cash
and bank overdrafts (2,754) (19,745) 37,022
Increase/(decrease) in debt 1,704 (65,332) (85,453)
Decrease in lease finance 148 293 666
------------- ------------- -------------
Change in net debt resulting
from cash flows (902) (84,784) (47,765)
Translation movement - relating
to US dollar loans (14,127) 10,187 (16,037)
Translation movement - other 4,491 (4,390) 171
Derivative financial instruments
movement 9,387 (7,384) 14,358
------------- ------------- -------------
Net movement (1,151) (86,371) (49,273)
Net debt at start of the
period (170,089) (120,816) (120,816)
------------- ------------- -------------
Net debt at end of the period (171,240) (207,187) (170,089)
------------- ------------- -------------
13 Acquisitions
In January 2012 the Group acquired an Access Floors business in
Australia for a cash consideration of EUR7.2m. The fair value of
the net assets of the acquired business totalled EUR3.0m (mainly
working capital assets of inventory, debtors and creditors)
resulting in goodwill of EUR4.2m.
14 Capital and reserves
Issues of ordinary shares
846,912 ordinary shares were issued as a result of the exercise
of vested options arising from the Group's share option schemes
(see the 2011 annual report for full details of the Group's share
option schemes). Options were exercised at an average price of
EUR1.61 per option.
15 Significant events and transactions
On 1 May 2012 judgment was issued in respect of the Borealis
case in which Kingspan was plaintiff and the Group's claim was
unsuccessful. The defendant's legal costs of EUR12.3m were settled
in full by the Group before the period end. Adequate provision
overall had been made in the 31 December 2011 Statement of
Financial Position and hence the judgment had no impact on the
Income Statement for the period.
There were no other individually significant events or
transactions in the period which contributed to the material
changes in the Statement of Financial Position; the more
significant movements are described below:
-- the changes in Inventories, Trade & other receivables and
Trade & other payables reflect the normal business cycle;
-- the fair value of derivatives moved as a result of the
movements in the US dollar exchange rate against both sterling and
the euro; and
-- the positive currency translation movement of EUR23.7m
reflected in the Consolidated Statement of Comprehensive Income
reflects primarily the strengthening of sterling (closing rate
0.806 for the period compared to 0.84 at 31 December 2011).
16 Related party transactions
There were no changes in related party transactions from the
2011 annual report that could have a material effect on the
financial position or performance of the Group in the first half of
the year.
17 Subsequent events
During August 2012, Kingspan entered agreements to acquire two
separate businesses, the Thyssenkrupp Construction Group and
Rigidal Industries LLC.
ThyssenKrupp Construction Group, which includes brands including
Hoesch, Isocab and EMS, has seven manufacturing plants in Germany,
France, Belgium, Austria and Hungary. The business had sales in the
year to 31 March 2012 of EUR315m and recorded an operating loss of
EUR5.7m in the period. It has gross assets of circa EUR101m. The
purchase consideration is circa EUR65m, of which circa EUR50m is
payable in cash on completion and circa EUR15m represents assumed
past service pension liabilities. The consideration is based on
acquiring the business free of cash and bank debt and will vary
depending on the timing of completion. The agreement is subject to
local regulatory approval.
Separately, the Group has agreed to acquire 100% of the share
capital of Rigidal Industries LLC, a leading Middle Eastern
manufacturer of composite panels and roofing systems based in
Dubai. It had sales of US$39m in the year to 30 June 2012. The
consideration, on a debt free cash free basis, is US$38.6m of which
US$30m is payable in cash on completion. Completion of the
acquisition is subject to local approval.
There have been no other material events subsequent to 30 June
2012 which would require disclosure in this report.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR BLGDIUGBBGDR
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