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Henry Boot PLC Annual Report and Financial Statements for the year ended 31 December 2013 Creating value by... ...Planning ...Constructing ...Developing Henry Boot PLC, established over 125 years ago, is one of the UK’s leading and long-standing property investment and development, land development and construction companies. Overview 01 Key financial highlights 02 Chairman’s statement 04 A diverse portfolio Strategic report 06 Strategy and business model 08 Board of Directors 09 Senior Management 10 Performance review 18 Case study: Bifrangi UK Ltd 22 Financial review 24 Key performance indicators 26 Risks and risk management 30 Corporate responsibility Governance 38 Chairman’s introduction 39 Corporate governance statement 43 Nomination Committee report 44 Audit Committee report 47 Remuneration Committee report 60 Directors’ report 66 Statement of Directors’ responsibilities Financial statements 68 Independent auditors’ report Stay informed and up-to-date 72 Consolidated statement of comprehensive income For the very latest news, financial results and 73 Statements of financial position investor relations, visit www.henryboot.co.uk 74 Statements of changes in equity 75 Statements of cash flows 76 Principal accounting policies 82 Notes to the financial statements Read our report online Shareholder information 107 Property valuers’ report Read our interactive online report 108 Notice of annual general meeting alongside the printed copy to 112 Financial calendar download pages and learn more 112 Advisers about our Company visit IBC Group contact information and glossary annualreports.henryboot.co.uk/2013 You can find a glossary of key terms at the back of the report Henry Boot PLC Annual Report and Financial Statements 2013 At a glance Henry Boot PLC has subsidiary companies operating in the property investment and development, land development, and construction sectors. Group operations Property Investment and Development Henry Boot Developments Limited A major force in the UK property development market. With its considerable experience and impressive reputation in all sectors of property development, the Company has built up a substantial investment portfolio in recent years. Stonebridge Projects Limited A jointly owned company in the north of England which develops family homes that combine care, consideration and attention to detail to create a place where luxury living comes to life. Also a recently refurbished building in Leeds, Park House, offers high specification serviced office space to the market. A computer generated image of the 200 acre scheme at Markham Vale, Derbyshire Land Development Hallam Land Management Limited The strategic land and planning promotion arm of the Henry Boot Group. Our experienced land and planning teams promote and deliver land opportunities through the complexities of the UK planning system. Hallam has been acquiring, promoting, developing and trading in land since 1990. We have established an outstanding record in resolving planning and associated technical problems in order to secure planning permission for a whole range of different land uses. Land at Warton, Lancashire, where a planning application has been submitted for 360 new homes Construction Henry Boot Construction Limited We specialise in serving both public and private clients in all construction sectors, including civil engineering. Our jobs are delivered to the highest quality, safely, on time, within agreed costs and to the maximum benefit to all parties. Banner Plant Limited We offer a wide range of products and services for sale and hire. Continuing investment is made to develop and meet the increasing needs of its many varied customers in commerce, industry and the general public. Road Link (A69) Limited Road Link has a 30 year contract with the Highways Agency to operate and maintain the A69 trunk road between Carlisle and Newcastle upon Tyne. This long-term contract was one of the first awarded via the Government’s Private Finance Initiative. A night shot of the refurbished Worsley Court Manchester tower block for Eastlands Homes The head office of the Henry Boot Group is located in Sheffield but we operate throughout the country and have eight regional offices and six plant hire centres. See more page 11 Group locations Head office 1 Sheffield A computer generated image of the proposed new Aberdeen Exhibition and Conference Centre See more 3 page 13 8 4 6 6 1 5 2 1 3 7 Ongoing development works at our successful site at St Albans in Hertfordshire 1 5 See more page 17 Offices Hire centres 1 Bristol 2 Dronfield 1 Chesterfield 3 Glasgow 2 Dronfield 4 Leeds 3 Derby 5 London 4 Leeds 6 Manchester 5 Rotherham 7 Northampton 6 Wakefield 8 Stocksfield Recently completed exterior of Acre Mills in Huddersfield. The interior works commenced in 2014 Annual Report and Financial Statements 2013 Henry Boot PLC Overview Key financial highlights Strategic report Profit before tax increased 37% Profit before tax (£m) to £18.4m (2012 restated*: £13.4m) 13 18.4 12* 13.4 £18.4m Governance Property revaluation deficit 11 16.1 10 18.9 of £1.6m (2012: surplus £1.4m) 09 (11.9) Investment property disposal profits Dividends per ordinary share (p) of £0.3m (2012: £1.0m) 13 5.10 12 4.70 Trading profits# increased 72% 11 4.25 5.10 p to £20.3m (2012 restated*: £11.8m) 10 3.50 09 2.50 Financial statements Earnings per share increased 23% Net asset value per ordinary share (p) to 8.6p (2012 restated*: 7.0p) 13 148 12 139 Proposed final dividend of 3.15p 148p 11 142 (2012: 2.90p), giving a total for the year 10 145 of 5.10p (2012: 4.70p), an 8.5% increase 09 135 Total shareholder return of 52% in 2013 Earnings per ordinary share (p) and 140% over the last three years 13 8.6 Shareholder information Shareholder 12* 7.0 8.6p Net asset value per share 11 6.9 10 9.1 of 148p (2012: 139p) 09 (5.7) Investment in strategic land inventories Operating profit (£m) of £9.1m saw a planned net debt rise 13 19.0 to £36.1m (2012: £21.9m) and gearing 12* 14.2 to 19% (2012: 12%) 11 16.9 £19.0m 10 20.9 Strategic land acreage now 9,723 acres 09 (10.0) (2012: 9,011 acres) Net debt (£m) 13 36.1 12 21.9 # Trading profits comprise operating profit of £19.0m (2012: £14.2m), adjusted for £36.1m the decrease in fair value of investment property of £1.6m (2012: increase £1.4m) 11 2.3 and profit on sale of investment properties of £0.3m (2012: £1.0m). 10 11.4 09 32.1 * 2012 comparatives have been restated for the adoption of IAS 19 (amended 2011). www.henryboot.co.uk 01 Henry Boot PLC Annual Report and Financial Statements 2013 Overview Chairman’s statement Henry Boot PLC has performed very well in 2013 and I am really pleased to report on another year of strong progress across the businesses within the Group. to bring forward a major 4,250 unit residential including encouraging levels of activity in our scheme; and Cranbrook, Exeter, where we nascent house building venture. Our construction are delivering in consortium, the only ‘new division has a good order base for 2014 and town’ to actually be built which will grow to into 2015 and, after its best year since 2005, 3,500 house units over the next ten years. we are confident that our plant hire business will have another good year in 2014. Our strategic capital allocation decision-making process must be flexible enough to maximise In terms of risks to the continued recovery, returns through economic cycles. The I believe these remain the same as highlighted process recognises that downside protection last year: debt availability and funder appetite is important as is maintaining prudent levels to lend into the property sector, cutbacks in of borrowing and therefore the security of centrally funded capital expenditure and our long-term asset base, whilst, if possible, planning policy upheavals. To these I would providing a growing income return. We are add the probable rise in debt funding costs very mindful of our Company’s long heritage over the next two to three years as recovery and firmly believe that the strategy outlined takes hold and, it is assumed, the latest Bank above will nurture growing long-term shareholder of England targets, which would trigger a rise value without taking unrewarded risk. in interest rates, are met. At 31 December 2013 total net assets had Over the last year, we continued to invest in John Brown increased to £193.5m (2012: £181.9m), helped opportunities at an early stage in the recovery, Chairman by a reduction in the IAS 19 pension deficit of adding further to the investments already £10.5m. As we continue to invest in our asset made in the last five years. Shareholders and Henry Boot has performed very well in 2013 portfolios, debt as planned increased to £36.1m markets have strongly supported this strategy, and I am really pleased to report on another (2012: £21.9m), though we now have our delivering a total shareholder return of 140% year of strong progress across the businesses largest ever number of sites with planning over the last three years. The potential returns within the Group. permission to market in 2014. NAV per share from the opportunities acquired far outweigh increased 6% to 148p (2012: 139p). the risks noted above and I confidently look Operating profit increased 34% to £19.0m forward to reporting growing shareholder returns (2012 restated: £14.2m) and I am very pleased Subject to shareholder approval, the Board in future years. The new financial year has to report an increase in profit before tax of recommends an increased final dividend of started well and house builders reporting so far 37% to £18.4m (2012 restated: £13.4m).
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