Annual Report and Accounts for the Year Ended 31 December 2010
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Hill & Smith Holdings PLC Hill & Smith Holdings PLC 2010 Annual Report and Accounts for the Westhaven House, year ended 31 December 2010 Arleston Way, Shirley, Solihull, B90 4LH Tel: +44 (0) 121 704 7430 Fax: + 44 (0) 121 704 7439 Hill & Smith Holdings PLC Annual Report and Accounts 2010 www.hsholdings.com 20073-04 Hill&Smith_AW_CVR.indd 1 18/03/2011 16:32:05 Hill & Smith Holdings PLC Hill & Smith Holdings PLC Annual Report and Accounts 2010 Annual Report and Accounts 2010 10 Hill & Smith Holdings PLC Hill & Smith Holdings PLC is an international group with leading positions in the supply to global markets of infrastructure products, galvanizing services and building and construction products. It serves its customers from facilities principally in the UK, France, USA, Thailand and China. A fire escape galvanized by France Galva for the Système U retail group head office in France. Contents Overview 01 Key Financial Highlights 02 Chairman’s Statement Review of 2010 04 Business Review 10 Our Divisions 13 Key Performance Indicators 14 Principal Risks and Uncertainties 16 Key Resources and Contractual Relationships 18 Corporate Social Responsibility Governance 24 Board of Directors and Biographies 26 Directors’ Report 30 Corporate Governance Report 35 Directors’ Remuneration Report 42 Statement of Directors’ Responsibilities Financial Statements 43 Independent Auditor’s Report 44 Group Financial Statements 82 Company Financial Statements 90 Five Year Summary and Financial Calendar Information 91 Shareholder Information 92 Principal Group Businesses 94 Directors, Contacts and Professional Advisers 96 Notes Front Cover in descending order V&S LLC’s galvanized welded studs on 64’ beams for the Tappanzee Bridge in New York. Pipe Supports shoe for LNG plant project in Yemen, manufactured by Pipe Supports Asia Ltd. Varley & Gulliver parapet for the HQ building Al Raha Beach, Abu Dhabi. Cautionary Statement This Annual Report 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 uncertainities that are inherent in any forward looking statement which could cause actual results to differ from those currently anticipated. 20073-04 Hill&Smith_AW_CVR.indd 2 18/03/2011 16:32:06 Hill & Smith Holdings PLC Annual Report and Accounts 2010 10 Key Financial Highlights Resilient performance in challenging conditions * 55% of underlying operating profit generated from non-UK operations Strong performance in Galvanizing Services Reduction in net debt – down from £87.6m to £70.6m Overview Dividend for the year of 12.7 pence per share, up 10.4% Underlying operating Underlying profit Revenue profit* before tax* Review of 2010 £374.2m £45.9m £42.2m -4.0% -2.3% £42.2m £42.2m £419.8m £419.8m £47.4m £47.0m £45.9m £38.9m £389.7m £374.2m £329.6m £31.0m £36.9m Governance £234.6m £234.6m £23.4m £23.4m £19.5m 1009080706 1009080706 1009080706 Underlying earnings Basic earnings Dividend per share* per share per share Financial Statements 39.0p 32.0p 12.7p +1.8% -11.8% +10.4% 12.7p 36.3p 39.0p 38.3p p p 11.5p 32.0p 30.0 32.2p 29.5 10.0p 8.7p 26.1p p Information 7.2p 19.8 21.3p 1009080706 1009080706 1009080706 * Underlying profit measures exclude non-underlying items which represent business reorganisation costs, acquisition related expenses, property items, amortisation of acquisition intangibles, impairments, gains on disposals of available for sale financial assets, change in the value of financial instruments and net financing returns on pension obligations. References to an underlying profit measure throughout this Annual Report are defined on this basis. 01 20073-04 Hill&Smith_AR_FRNT.indd 1 18/03/2011 16:23:30 Hill & Smith Holdings PLC Annual Report and Accounts 2010 Chairman’s Statement Bill Whiteley Chairman Overview We continued our strong management of cash and working capital I am pleased to report that despite the challenging trading conditions with net debt at 31 December 2010 having been reduced to £70.6m the Group delivered a resilient earnings performance and strong (2009: £87.6m) an improvement of £17.0m. cashflow in 2010. This performance, from markets that experienced varying levels of demand, is a testimony to our strategy of having a Dividends Group with a diversity of products and geographical representation in Reflecting the Board’s confidence in the resilience of the results and markets with growth potential. Evidence of this strategy is the the importance of dividends as part of total shareholder returns, the generation of 55% of our underlying operating profit from our Directors intend to recommend a final dividend of 7.5p per share overseas operations and, during the year, utilising our existing (2009: 6.8p), making a total dividend for the year of 12.7p (2009: knowledge and expertise to develop our business in China and India. 11.5p), an increase of 10.4%. The final dividend, if approved, will be paid on 8 July 2011 to those shareholders on the register at close of The Galvanizing Services operations in France, USA and the UK had business on 3 June 2011. mixed fortunes as demand levels varied during the year. Overall, margins remained strong with the lower cost base and careful Our progressive dividend policy has increased our dividend payments management of raw material costs, contributing to an exceptional by an average of 15.3% in each of the last five years. Underlying performance. dividend cover remains a healthy 3.1 times (2009: 3.3 times). The uncertainty over the UK Government spending review impacted Employees the performance of the infrastructure roads businesses and whilst the On behalf of the Board I would like to thank all our employees for Managed Motorway Projects are still proceeding, it will be at a slower their contribution to the achievement of another successful year for rate than previously experienced. the Group. Demand in the utilities market for our pipe supports products started Prospects the year slower than anticipated but picked up in the fourth quarter, As expected, trading in the first two months of the year has with the momentum carrying through into the new financial year. continued to be challenging. However, we have recently seen a strong order intake in our utilities businesses and, therefore, our views of the We have taken steps to rationalise the number of sites in our overall results for the full year remain unchanged. industrial flooring operation, in the galvanizing services business in the UK and in the utility fabrication businesses in the USA. These In the medium to longer term, we remain confident that our business actions, together with similar actions taken in 2009, leave us with a model and strategy for international expansion will continue to deliver lower cost base but still well positioned to maximise profitability from attractive growth and value. We will continue to seek out profitable future increases in demand. long term growth opportunities where we can leverage our scale and expertise. We are therefore delighted to also announce today the Financial Highlights acquisition of a North American pipes supports business, The Revenue for the year decreased by 4.0% to £374.2m (2009: £389.7m) Paterson Group, Inc., which not only gives us a well established reflecting the lower levels of demand and the disposal of a non-core presence in the US nuclear and thermal power generation market but, business in December 2009. when combined with our existing pipe supports businesses, creates a leading global player in this niche market. We achieved an underlying profit before tax of £42.2m (2009: £42.2m) which was an excellent outcome for the year in the context The Group is lean, well financed, has excellent positions in its core of the challenging economic conditions our businesses faced. markets of Infrastructure Products and Galvanizing Services, and a clear focus on further expansion in international markets with clear Basic earnings per share fell by 11.8% to 32.0p (2009: 36.3p) long term growth dynamics. however, underlying earnings per share increased by 1.8% to 39.0p (2009: 38.3p). Our underlying earnings per share has now grown by a Bill Whiteley compound average rate in excess of 16% over the past five years. Chairman 9 March 2011 02 Hill & Smith Holdings PLC Annual Report and Accounts 2010 10 Overview Varley & Gulliver’s parapet for the HQ building Al Raha Beach, Abu Dhabi. Review of 2010 Governance Financial Statements Information 03 Hill & Smith Holdings PLC Annual Report and Accounts 2010 Business Review Derek Muir Mark Pegler Chief Executive Group Finance Director 2010 Performance investment in our US Galvanizing Services businesses are showing The Group again delivered a robust performance in generally through with strong trading in this market. challenging economic conditions. Our pipe supports facility in China, commissioned in 2009 to serve The first half benefitted from UK Government fiscal stimulus, whilst the fast growing utilities market, contributed to profit in 2010 and we the second half was more challenging in the UK due to the are now in the process of commissioning a plant in India, again to uncertainty created around the Comprehensive Spending Review in serve an emerging market. October. Second half trading was stronger in our overseas markets and as a result of a better than expected final two months in our Major Acquisitions overseas galvanizing businesses, underlying profit before tax was The acquisition of The Paterson Group, announced today, further maintained at the prior year level and marginally ahead of that strengthens our strategy to create a global pipe supports business.