Kingspan Environmental Limited Company Accounts
Kingspan Environmental Limited Company Accounts
COMPANY REGISTRATION NUMBER
NI017631
OFFICERS AND PROFESSIONAL ADVISERS
The board of directors
John Treanor
Company secretary
Kingspan Group Limited
Registered office
180 Gilford Road
Auditor
KPMG
Bankers
RBS Bank
Solicitors
Macfarlanes
STRATEGIC REPORT
YEAR ENDED 31 DECEMBER 2014
PRINCIPAL ACTIVITIES AND BUSINESS REVIEW
The principal activities of the company include design manufacture and distribution of: rotationally moulded products, copper and stainless steel cylinders, solar vacuum tubes, wind turbines and waste water treatment systems.
2014 proved to be another positive year for Kingspan Environmental, with sales and trading profit growing. The trading pattern reflected a slow start to the year, leading to a more stable performance through mid-year, culminating in a strong final quarter in most of our markets.
Some of the company's key financial performance indicators are set out in the table below:
2014
2013
Return on capital employed
2.11%
12.89%
Return on equity
2.34%
14.81%
Gross Margin
29.95%
29.69%
Trading Margin
1.18%
0.87%
Some other non-financial key performance indicators for the company are set out below:
2014
2013
Employee numbers
790
560
Days lost due to accidents
225
378
Accident rate per 1,000 hours worked
0.06
0.04
Total waste in tonnes
340
1,298
Percentage of waste recycled/reused
30%
60%
OUTLOOK
The positive momentum experienced in late 2014 has carried through into the early part of 2015, and should lead to a solid first quarter.
In all, the general consensus from within our own business, combined with more positive internal and external leading indicators, points toward gradually improving construction momentum into 2015.
We remain focused on delivering our innovation and product development agenda, extending and consolidating our global footprint and improving returns on capital. Kingspan is well placed for the year ahead.
IMPORTANT EVENTS SINCE THE YEAR END
There have been no material events subsequent to 31 December 2014 which would require disclosure in this report.
PRINCIPAL RISKS AND UNCERTAINTIES
The Directors confirm that the company's on-going process for identifying, evaluating and managing its significant risks is in accordance with best practice guidance. The process has been in place throughout the accounting period and up to the date of approval of the Financial Statements, and is regularly reviewed by the Board. In particular the principal risks include:
-
Market conditions in the construction sector and volatility in the macro-economic environment;
-
Research and development and quality control;
-
Acquisition and development;
-
Human resources;
-
Legal and regulatory risk.
As part of the annual risk assessment, the Board reviewed the company's internal assessment of the risks to the business under a wide range of headings that included: business and acquisition strategy; financial including transactional and translation foreign exchange risks; compliance; human resources; operational; inventory; sales and purchasing; product development; R&D and quality control; fixed assets; IT; and others including macro-economic issues. The Board identified and reported on the principal risks facing the business, and whilst recognising that these risks cannot be wholly eliminated, the Board is of the view that the risks are being appropriately addressed by the company's internal financial and management controls.
Signed on behalf of the directors
____________________
Director
Approved by the directors on
30 April 2015
DIRECTORS' REPORT
YEAR ENDED 31 DECEMBER 2014
The directors present their report and the financial statements of the company for the year ended 31 December 2014.
RESULTS AND DIVIDENDS
The profit for the year amounted to GBP
1,386,151
. The directors have not recommended a dividend.
FINANCIAL RISK MANAGEMENT POLICIES AND OBJECTIVES
In the normal course of business the company has exposures to foreign currency, interest rate and credit risks. The company's focus is to understand these risks and to put in place policies that minimise the economic impact of an adverse event on the company's performance. Meetings are held on a regular basis to review the results of the risk assessment, approve recommended risk management strategies and monitor the effectiveness of such polices.
Foreign exchange risks: transaction exposures are internally hedged as far as possible and to the extent that they are not, such material residual exposures are hedged on a rolling 12 month basis. It is company policy not to hedge translational exposure, which is effectively a non-cash transaction in the accounts.
Interest rate risks: the company adopts a policy of ensuring that an appropriate proportion of its exposure to changes in interest rates on borrowings is covered using a fixed rate basis. Interest rate swaps are entered into to achieve an appropriate mix of fixed and floating exposure that is consistent with the company's policy.
Credit risks: the company mitigates its exposure to counterparty credit risk through minimum counterparty credit guidelines, diversification of counterparties, working within agreed counterparty limits and restricting transactions with financial institutions which have a minimum designated rating, or better.
ASSET VALUES
The Directors are of the opinion that any difference in value between the market value of the fixed assets comprising an interest in land and the value at which they are included in the balance sheet at the year end, is not of such significance as to require it to be drawn to the attention of the members of the company.
POLICY AND PRACTICE ON THE PAYMENT OF CREDITORS
The company agrees payment terms with each of its suppliers on an individual basis, and it is the company's policy to abide by agreed terms of payment in so far as reasonably practical. Creditor's days outstanding at the year end were 64 days (2013: 101 days)
BRANCHES
The company has no branches outside of the United Kingdom.
RESEARCH AND DEVELOPMENT
Ensuring a continuous flow of new product developments has always been a core theme of the Company, and a key element of the Company's continued differentiation strategy in an increasingly commoditised environment. These projects are primarily focused on leading the field in low energy building envelope solutions. The Company will continue to invest in research & development through 2015.
DIRECTORS
The directors who served the company during the year were as follows:
|
|
(Appointed 14 April 2014) |
||
|
|
(Appointed 1 May 2014) |
||
|
|
(Resigned 1 May 2014) |
||
|
|
(Resigned 1 May 2014) |
||
The company is a wholly owned subsidiary and the interests of the group directors are disclosed in the financial statements of the parent company.
The company is a wholly owned subsidiary of the ultimate parent company Kingspan Group Plc, being a company incorporated in the Republic of Ireland. The company, or the Group of which the company forms part, maintains Directors and Officers Liability Insurance and (where applicable) Trustee Liability Insurance as at the date hereof and throughout the financial period ended 31 December 2014, in respect of the above named directors.
None of the directors at the end of the period had any interest in the shares of the Company, or of other group companies in the United Kingdom. The directors are not required to notify the Company of any interest in the shares of group companies outside the United Kingdom.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
DISABLED EMPLOYEES
The company gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a disabled person. Where existing employees become disabled, it is the company's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employees wherever appropriate.
EMPLOYEE INVOLVEMENT
During the year, the policy of providing employees with information about the company has been continued through internal media methods in which employees have also been encouraged to present their suggestions and views on the company's performance. Regular meetings are held between local management and employees to allow a free flow of information and ideas. Employees participate directly in the success of the business through the company's profit sharing schemes and are encouraged to invest in the company through participation in share option schemes.
STRATEGIC REPORT
The directors confirm that they have prepared a Strategic Report in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.
AUDITOR
In accordance with Section 487 of the Companies Act, 2006,
KPMG
Registered Auditors, will continue in office.
Each of the persons who is a director at the date of approval of this report confirm that:
-so far as each director is aware, there is no relevant audit information of which the company's auditor is unaware; and
-each director has taken all steps that they ought to have taken as a director to make themself aware of any relevant audit information and to establish that the company's auditor is aware of that information.
Signed on behalf of the directors
____________________
Director
Approved by the directors on
30 April 2015
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF
YEAR ENDED 31 DECEMBER 2014
We have audited the financial statements of Kingspan Environmental Limited for the year ended 31 December 2014 which comprise the Profit and Loss Account, Balance Sheet and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITOR
As explained more fully in the Directors' Responsibilities Statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
SCOPE OF THE AUDIT OF THE
FINANCIAL STATEMENTS
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
OPINION ON
FINANCIAL STATEMENTS
In our opinion the financial statements:
-
give a true and fair view of the state of the company's affairs as at 31 December 2014 and of its profit for the year then ended;
-
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-
have been prepared in accordance with the requirements of the Companies Act 2006.
OPINION ON OTHER MATTER PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
-
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
-
the financial statements are not in agreement with the accounting records and returns; or
-
certain disclosures of directors' remuneration specified by law are not made; or
-
we have not received all the information and explanations we require for our audit.
PROFIT AND LOSS ACCOUNT
YEAR ENDED 31 DECEMBER 2014
|
2014 |
2013 |
||
|
Note |
GBP |
GBP |
|
|
TURNOVER |
2 |
|
|
|
|
Cost of sales |
|
|
|
|
------------- |
------------- |
||
|
GROSS PROFIT |
|
|
|
|
Distribution costs |
|
|
||
|
Administrative expenses |
|
|
||
|
Other operating income |
(
|
(
|
||
|
------------- |
------------- |
|||
|
OPERATING PROFIT |
3 |
|
|
|
Attributable to:
|
Operating (loss)/profit before exceptional items |
(
|
|
|||
|
Exceptional items |
3 |
1,413,004 |
(426,526) |
||
|
------------ |
------------ |
||||
|
|
|
||||
|
Income from shares in group undertakings |
5 |
– |
|
||
|
Interest receivable |
6 |
|
|
||
|
Interest payable and similar charges |
7 |
(
|
(
|
||
|
------------ |
------------ |
||||
|
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION |
|
|
|||
|
Tax on profit on ordinary activities |
8 |
(
|
(
|
|
|
------------ |
------------ |
|||
|
PROFIT FOR THE FINANCIAL YEAR |
|
|
||
|
------------ |
------------ |
|||
All of the activities of the company are classed as continuing.
The company has no recognised gains or losses other than the results for the
year as set out above.
BALANCE SHEET
|
2014 |
2013 |
|||
|
Note |
GBP |
GBP |
GBP |
GBP |
FIXED ASSETS
|
Intangible assets |
10 |
|
|
||
|
Tangible assets |
11 |
|
|
||
|
Investments |
12 |
1,659,048 |
1,659,048 |
||
|
------------- |
------------- |
||||
|
|
|
||||
CURRENT ASSETS
|
Stocks |
13 |
|
|
||
|
Debtors |
14 |
|
|
||
|
Cash at bank |
|
|
|||
|
------------- |
------------- |
||||
|
|
|
||||
|
CREDITORS: Amounts falling due within one year |
15 |
|
|
||
|
------------- |
------------- |
||||
|
NET CURRENT ASSETS |
|
|
|||
|
------------- |
------------- |
||||
|
TOTAL ASSETS LESS CURRENT LIABILITIES |
|
|
|||
PROVISIONS FOR LIABILITIES
|
Deferred taxation |
17 |
|
|
||
|
Other provisions |
18 |
|
|
||
|
Government grants |
20 |
|
|
||
|
------------- |
------------- |
||||
|
|
|
||||
|
------------- |
------------- |
||||
CAPITAL AND RESERVES
|
Called up equity share capital |
24 |
|
|
||
|
Share premium account |
25 |
|
|
||
|
Other reserves |
26 |
|
|
||
|
Profit and loss account |
27 |
|
|
||
|
------------- |
------------- |
||||
|
SHAREHOLDERS' FUNDS |
28 |
|
|
||
|
------------- |
------------- |
||||
These accounts were approved by the directors and authorised for issue on
30 April 2015
, and are signed on their behalf by:
____________________
Director
Company Registration Number:
NI017631
NOTES TO THE
FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2014
1.
ACCOUNTING POLICIES
Basis of accounting
Cash flow statement
The directors have availed of the exemption in Financial Reporting Standard No. 1
Cashflow Statements
(revised) from including a cash flow statement in the financial statements on the grounds that the company is wholly owned and its ultimate parent publishes a consolidated cash flow statement.
Turnover
Research and development
Research and development expenditure is written off in the year in which it is incurred.
Goodwill
Purchased goodwill arising on the acquisition of a business represents the excess of the acquisition cost over the fair value of the identifiable net assets when they were acquired. Any excess of the aggregate of the fair value of the identifiable net assets acquired over the fair value of the acquisition cost is negative goodwill.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows:
Fixed assets
Depreciation
Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows:
Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.
Net realisable value is the actual or estimated selling price, less all further costs to be incurred in manufacture, sale and distribution.
Work in progress
Work in progress is valued on the basis of direct costs plus attributable overheads based on normal level of activity. Provision is made for any foreseeable losses where appropriate. No element of profit is included in the valuation of work in progress.
Hire purchase agreements
Assets held under hire purchase agreements are capitalised and disclosed under tangible fixed assets at their fair value. The capital element of the future payments is treated as a liability and the interest is charged to the profit and loss account on a straight line basis.
Finance lease agreements
Where the company enters into a lease which entails taking substantially all the risks and rewards of ownership of an asset, the lease is treated as a finance lease. The asset is recorded in the balance sheet as a tangible fixed asset and is depreciated in accordance with the above depreciation policies. Future instalments under such leases, net of finance charges, are included within creditors. Rentals payable are apportioned between the finance element, which is charged to the profit and loss account on a straight line basis, and the capital element which reduces the outstanding obligation for future instalments.
Operating lease agreements
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged against profits on a straight line basis over the period of the lease.
Deferred taxation
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more tax, with the following exceptions:
Provision is made for tax on gains arising from the revaluation (and similar fair value adjustments) of fixed assets, and gains on disposal of fixed assets that have been rolled over into replacement assets, only to the extent that, at the balance sheet date, there is a binding agreement to dispose of the assets concerned. However, no provision is made where, on the basis of all available evidence at the balance sheet date, it is more likely than not that the taxable gain will be rolled over into replacement assets and charged to tax only where the replacement assets are sold.
Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.
Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.
Share-based payments
The company issues equity-settled and cash-settled share-based payments to certain employees (including directors). Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, together with a corresponding increase in equity, based upon the company's estimate of the shares that will eventually vest.
Fair value is measured using the Monte Carlo Simulation Model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
Where the terms of an equity-settled transaction are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification.
Where an equity-settled transaction is cancelled, it is treated as if it had vested on the date of the cancellation, and any expense not yet recognised for the transaction is recognised immediately. However, if a new transaction is substituted for the cancelled transaction, and designated as a replacement transaction on the date that it is granted, the cancelled and new transactions are treated as if they were a modification of the original transaction, as described in the previous paragraph.
For cash-settled share-based payments, a liability equal to the portion of the goods and services received is recognised at the current fair value determined at each balance sheet date.
Financial instruments
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Guarantees & warranties
Certain products carry formal guarantees of satisfactory functional and aesthetic performance of varying periods following their purchase. Local management evaluate the constructive or legal obligation arising from customer feedback and assess the requirement to provide for any probable outflow of economic benefit arising from a settlement.
Pension costs
The company operates a defined contribution pension scheme which is administered externally. The contributions are charged to the profit and loss account in the period to which they relate.
Consolidation
The company was, at the end of the year, a wholly-owned subsidiary of another company incorporated in the EEA and in accordance with Section 400 of the Companies Act 2006, is not required to produce, and has not published, consolidated accounts. The company is included in the consolidated accounts of the ultimate parent undertaking Kingspan Group Plc., a company incorporated in the Republic of Ireland.
Deferred government grants
Deferred government grants in respect of capital expenditure are treated as deferred income and are credited to the profit and loss account over the estimated useful life of the assets to which they relate.
2.
TURNOVER
3.
OPERATING PROFIT
Operating profit is stated after charging/(crediting):
|
2014 |
2013 |
||
|
GBP |
GBP |
||
|
Directors' remuneration |
– |
– |
|
|
Amortisation of government grants re fixed assets |
(176,021) |
(76,874) |
|
|
Amortisation of intangible assets |
|
|
|
|
Research and development expenditure |
– |
136,664 |
|
|
Depreciation of owned fixed assets |
|
|
|
|
Depreciation of assets held under hire purchase agreements |
– |
|
|
|
Loss/(Profit) on disposal of fixed assets |
|
(
|
|
Auditor's remuneration
|
- as auditor |
49,825 |
59,973 |
|
Operating lease costs:
|
- Plant and equipment |
672,379 |
701,477 |
|
|
Net loss on foreign currency translation |
|
|
|
|
Exceptional costs |
(1,413,004) |
426,526 |
|
|
------------ |
--------- |
||
The exceptional cost above relates to the write down of an intercompany balance with fellow Group company Tyrell Tanks Limited £(2,878,842), reversal of provision on government grants £(426,526), redundancy provision £331,154 and the impairment of goodwill £1,561,210 (2013: provision against the potential repayment of government grants).
The cost of any tax or advisory services provided by the auditors, are borne by a related entity.
4.
PARTICULARS OF EMPLOYEES
The average number of staff employed by the company during the financial year amounted to:
|
2014 |
2013 |
||
|
No |
No |
||
|
Production staff |
448 |
302 |
|
|
Distribution staff |
168 |
129 |
|
|
Administrative staff |
174 |
129 |
|
|
---- |
---- |
||
|
790 |
560 |
||
|
---- |
---- |
||
The aggregate payroll costs of the above were:
|
2014 |
2013 |
||
|
GBP |
GBP |
||
|
Wages and salaries |
|
|
|
|
Social security costs |
|
|
|
|
Other pension costs |
874,024 |
493,111 |
|
|
Equity-settled share-based payments |
|
|
|
|
------------- |
------------- |
||
|
|
|
||
|
------------- |
------------- |
||
There was a pension accrual of GBP228,019 at year end
(2013: GBP206,642)
.
5.
INCOME FROM SHARES IN GROUP UNDERTAKINGS
|
2014 |
2013 |
||
|
GBP |
GBP |
||
|
Income from group undertakings |
– |
|
|
|
---- |
------------ |
||
6.
INTEREST RECEIVABLE
|
2014 |
2013 |
||
|
GBP |
GBP |
||
|
Bank interest receivable |
|
|
|
|
-------- |
-------- |
||
7.
INTEREST PAYABLE AND SIMILAR CHARGES
|
2014 |
2013 |
||
|
GBP |
GBP |
||
|
Finance charges |
100 |
83 |
|
|
---- |
---- |
||
|
|
|
||
|
---- |
---- |
||
8.
TAXATION ON ORDINARY ACTIVITIES
(a) Analysis of charge in the year
|
2014 |
2013 |
||
|
GBP |
GBP |
||
Deferred tax:
|
Origination and reversal of timing differences |
(194,676) |
(921,000) |
|
|
--------- |
--------- |
||
(b) Factors affecting current tax charge
The tax assessed on the profit on ordinary activities for the year is lower than the standard rate of corporation tax in the UK of
21.50
% (2013 -
23.25
%).
|
2014 |
2013 |
||
|
GBP |
GBP |
||
|
Profit on ordinary activities before taxation |
|
|
|
|
------------ |
------------ |
||
|
Profit on ordinary activities by rate of tax |
|
|
|
|
Expenses not deductible for tax purposes |
(
|
|
|
|
Timing differences between capital allowances and depreciation |
|
|
|
|
Other short term timing differences |
(
|
(
|
|
|
Losses / Group relief |
|
(
|
|
|
------------ |
------------ |
||
|
Total current tax (note 8(a)) |
- |
- |
|
|
------------ |
------------ |
||
(c) Factors that may affect future tax charges
The Finance Act 2013, which was substantively enacted on 17 July 2013, amended the main rate of corporation tax to 20% effective from 1 April 2015. This will reduce the group's future current tax charge accordingly. UK deferred tax balances have been calculated based on the rate of 20% which was substantively enacted at the reporting date.
9.
DIVIDENDS
Equity dividends
|
2014 |
2013 |
||
|
GBP |
GBP |
||
Paid during the year:
|
Dividends on equity shares |
– |
|
|
|
---- |
--------- |
||
10.
INTANGIBLE ASSETS
|
Goodwill |
Branding |
Total |
|
|
GBP |
GBP |
GBP |
|
COST
|
At 1 January 2014 |
|
|
|
|
Fully written off |
(1,561,210) |
– |
(1,561,210) |
|
------------ |
--------- |
------------ |
|
|
At 31 December 2014 |
|
|
|
|
------------ |
--------- |
------------ |
|
AMORTISATION
|
At 1 January 2014 |
|
|
|
|
Charge for the year |
|
– |
|
|
--------- |
--------- |
--------- |
|
|
At 31 December 2014 |
|
|
|
|
--------- |
--------- |
--------- |
|
NET BOOK VALUE
|
At 31 December 2014 |
|
– |
|
|
------------ |
---- |
------------ |
|
|
At 31 December 2013 |
|
– |
|
|
------------ |
---- |
------------ |
|
11.
TANGIBLE ASSETS
|
Freehold |
Plant and Machinery |
Motor Vehicles |
Total |
|
|
GBP |
GBP |
GBP |
GBP |
|
COST OR VALUATION
|
At 1 January 2014 |
|
|
|
|
|
Additions |
|
|
|
|
|
Disposals |
(
|
(
|
(
|
(
|
|
Transfers |
– |
|
(
|
|
|
------------- |
------------- |
------------ |
------------- |
|
|
At 31 December 2014 |
|
|
|
|
|
------------- |
------------- |
------------ |
------------- |
|
DEPRECIATION
|
At 1 January 2014 |
|
|
|
|
|
Charge for the year |
|
|
|
|
|
On disposals |
(
|
(
|
(
|
(
|
|
Transfers |
– |
|
(
|
(
|
|
------------ |
------------- |
------------ |
------------- |
|
|
At 31 December 2014 |
|
|
|
|
|
------------ |
------------- |
------------ |
------------- |
|
NET BOOK VALUE
|
At 31 December 2014 |
|
|
|
|
|
------------- |
------------ |
-------- |
------------- |
|
|
At 31 December 2013 |
|
|
|
|
|
------------- |
------------ |
--------- |
------------- |
|
The asset transfers above relate to the transfer of assets to and from fellow group companies.
Hire purchase agreements
Included within the net book value of GBP
29,213,092
is GBPNil
(2013 - GBP
5,049
)
relating to assets held under hire purchase agreements. The depreciation charged to the financial statements in the year in respect of such assets amounted to GBPNil
(2013 - GBP
3,235
).
12.
INVESTMENTS
Financial Investment Assets
|
GBP |
|
COST
|
At 1 January 2014 and 31 December 2014 |
8,826,906 |
|
------------ |
|
AMOUNTS WRITTEN OFF
|
At 1 January 2014 and 31 December 2014 |
7,167,858 |
|
------------ |
|
NET BOOK VALUE
|
At 31 December 2014 and 31 December 2013 |
1,659,048 |
|
------------ |
|
The principal subsidiary companies and the respective called up share capital held by Kingspan Environmental Limited at the 31st December 2014 are as follows: Subsidiary Name % Holding Principal (Ordinary shares) Activity
Sensor Systems (Watchman) Ltd
100 Dormant PDA Group Ltd
100 Dormant Atlas Tanks Limited
100 Dormant All above have a registered office at Gilford Road, Portadown, Armagh, BT63 5LF. Devon and Somerset Engineering Company Limited
100 Dormant Albion Water Heaters Ltd
100 Dormant Kingspan E&R Services Ltd
100 Dormant All above have a registered office at Bagillt Road, Greenfield Business Park No.2, Greenfield, Holywell, Clywd, CH8 7GJ Environmental Treatment Systems Limited
100 Dormant College Road, Aston Clinton, Aylesbury, Buckinghamshire, HP22 5EW During the year the following companies were dissolved, the investment in these had already been written down to nil: Manchester Coppersmiths Ltd 100 Dormant RCM Stainless Ltd 100 Dormant
13.
STOCKS
|
2014 |
2013 |
||
|
GBP |
GBP |
||
|
Raw materials |
|
|
|
|
Work in progress |
|
|
|
|
Finished goods |
|
|
|
|
------------- |
------------- |
||
|
|
|
||
|
------------- |
------------- |
||
The replacement cost of stock does not exceed its actual cost.
14.
DEBTORS
|
2014 |
2013 |
||
|
GBP |
GBP |
||
|
Trade debtors |
|
|
|
|
Amounts owed by group undertakings |
|
|
|
|
Prepayments and accrued income |
|
|
|
|
------------- |
------------- |
||
|
|
|
||
|
------------- |
------------- |
||
The amounts due from group undertakings are unsecured, interest free and are considered due in more than one year.
15.
CREDITORS:
Amounts falling due within one year
|
2014 |
2013 |
||
|
GBP |
GBP |
||
|
Overdrafts |
|
|
|
|
Trade creditors |
|
|
|
|
Amounts owed to group undertakings |
|
|
|
|
PAYE and social security |
|
|
|
|
VAT |
|
|
|
|
Hire purchase agreements |
– |
|
|
|
Other creditors |
|
|
|
|
Accruals and deferred income |
|
|
|
|
------------- |
------------- |
||
|
|
|
||
|
------------- |
------------- |
||
16.
COMMITMENTS UNDER HIRE PURCHASE AGREEMENTS
Future commitments under hire purchase agreements are as follows:
|
2014 |
2013 |
||
|
GBP |
GBP |
||
|
Amounts payable within 1 year |
- |
|
|
|
---- |
------- |
||
|
- |
|
||
|
---- |
------- |
||
Hire purchase agreements are analysed as follows:
|
Current obligations |
- |
|
|
|
---- |
------- |
||
|
- |
|
||
|
---- |
------- |
||
17.
DEFERRED TAXATION
The deferred tax included in the Balance sheet is as follows:
|
2014 |
2013 |
||
|
GBP |
GBP |
||
|
Included in provisions |
|
|
|
|
--------- |
--------- |
||
|
563,324 |
758,000 |
||
|
--------- |
--------- |
||
The movement in the deferred taxation provision during the year was:
|
2014 |
2013 |
||
|
GBP |
GBP |
||
|
Provision brought forward |
|
|
|
|
DT Provision: Transfer from fellow group companies |
- |
|
|
|
Profit and loss account movement arising during the year |
(
|
(
|
|
|
--------- |
------------ |
||
|
Provision carried forward |
|
|
|
|
--------- |
------------ |
||
The provision for deferred taxation consists of the tax effect of timing differences in respect of:
|
2014 |
2013 |
||
|
GBP |
GBP |
||
|
Excess of taxation allowances over depreciation on fixed assets |
|
|
|
|
--------- |
--------- |
||
|
|
|
||
|
--------- |
--------- |
||
18.
OTHER PROVISIONS
|
2014 |
|
|
GBP |
|
|
Other provisions: |
|
|
Balance brought forward |
|
|
Movement for year |
(149,848) |
|
------------ |
|
|
|
|
|
------------ |
|
The following provisions have been recorded in respect of warranties and guarantees.
Some products carry formal guarantees of satisfactory performance of varying periods following their purchase by customers.
Specific provisions have been made where there are known claims and the estimated cost of rectifying these claims has been provided.
19.
SHARE-BASED PAYMENTS
Equity-settled share-based payments
As at 31 December 2014 certain employees participated in three share-based equity settled payment schemes for employee compensation operated by the company's ultimate parent company, Kingspan Group plc. The first arrangement, the Long-Term Incentive Plan ("LTIP"), is part of the remuneration package of executive directors and senior executives. This scheme has now expired. The second arrangement, the Performance Share Plan ("PSP"), is a new scheme which replaced the Standard Share Option Scheme. The Performance Share Plan (PSP), approved by shareholders of the ultimate parent in May 2008, rewards the performance of managers and executives based on the overall performance of the Group, thus aligning the interests of management and executive directors with the interests of shareholders. The PSP has replaced the Standard Share Option Scheme and the Long-Term Incentive Plan which have both now expired. Under the terms of the PSP, performance shares are awarded to the executive directors and senior management team. The performance shares will vest after three years only if certain stretching performance criteria are achieved over the vesting period. These conditions are: - Up to 50% of the award will vest (on a sliding scale) on achievement of average EPS growth of between CPI plus 3.5% (below which no performance shares will vest) and CPI plus 7% (where all will vest); - Up to 50% of the award will vest (on a sliding scale) on achievement of total shareholder return (TSR) compared to a selected peer group, where no performance shares vest if performance is below the median and 50% vest if performance is at or above 75th percentile point, compared with the selected peer group. The movement on share options and the related weighted average exercise price (WAEP) are as follows for the reporting periods presented:
2014 2013 WAEP WAEP No. EUR No. EUR Outstanding at the beginning of the year 204,595.00 2.83 232,750.00 2.26 Granted during the year 30,868.00 0.13 - - Employee transfers (21,560.00) - 12,272.00 – PSP Exercised during the year (44,426.00) 0.13 (40,427.00) 0.13 SSOS Exercised during the year (7,500.00) 5.65 - - ---------- ---- ----------- ---- Outstanding at the end of the year 161,977.00 2.68 204,595.00 2.83 ========== ==== ========= ==== Exercisable at the end of the year 79,879.00 5.30 73,740.00 7.63 ========= ==== ========= ==== The weighted average share price at the date of exercise for share options exercised during the year was EUR13.68. The weighted average fair value of options granted in the year was €11.32 (2013: €6.58). Option Scheme Range Contractual Life 2014 2013 2014 Option Range Yrs No. No. SSOS €5.65 0.1 - 7,500 SSOS €10.90 - €14.18 2.5 - 37,729 PSP €0.13 3.0 - 102,557 2015 Option Range SSOS €10.90 - €14.18 1.5 30,729 - PSP €0.13 3.4 100,380 - PSP €0.13 5.2 - 56,809 2016 Option Range PSP €0.13 - - - 2017 Option Range PSP €0.13 6.2 30,868 - _______ _______ 161,977 204,595 ======= ======= 49,150 of the PSP options together with all of the SSOS options were exercisable at year end. The fair values of options granted during the current and prior year were determined using the Black Scholes Model, or the Monte Carlo Pricing Model as appropriate. The key assumptions used in the model were as follows:
|
2014 |
2013 |
|||
|
Weighted average share price - € |
14.53 |
8.59 |
||
|
Weighted average exercise price - € |
0.13 |
0.13 |
||
|
Expected volatility - % |
31.00 |
50.00 |
||
|
Expected life - years |
3.00 |
3.00 |
||
|
Risk free rate - % |
0.30 |
– |
||
|
Expected dividend yield - % |
1.30 |
1.00 |
||
|
------- |
------- |
|||
Expected volatility was determined by calculating the historical volatility of the Group and peer company share prices over the previous 3 years. The company recognised total expenses of GBP(388,680) (2013 - GBP(290,000)) related to equity-settled share-based payment transactions in the Profit & Loss Account during the year.
20.
GOVERNMENT GRANTS
|
2014 |
2013 |
||
|
GBP |
GBP |
||
|
Received and receivable: |
|||
|
At 1 January 2014 |
3,133,700 |
1,182,958 |
|
|
Receivable during year |
- |
1,950,742 |
|
|
------------ |
------------ |
||
|
At 31 December 2014 |
3,133,700 |
3,133,700 |
|
|
------------ |
------------ |
||
|
Amortisation: |
|||
|
At 1 January 2014 |
1,168,849 |
1,091,975 |
|
|
Credit to profit and loss account |
176,021 |
76,874 |
|
|
------------ |
------------ |
||
|
At 31 December 2014 |
1,344,870 |
1,168,849 |
|
|
------------ |
------------ |
||
|
Net balance at 31 December 2014 |
|
|
|
|
------------ |
------------ |
||
The above grants relate to capital asset purchases.
21.
COMMITMENTS UNDER OPERATING LEASES
At 31 December 2014 the company had annual commitments under non-cancellable operating leases as set out below.
|
Assets other than Land and buildings |
|||
|
2014 |
2013 |
||
|
GBP |
GBP |
||
|
Operating leases which expire: |
|||
|
Within 1 year |
|
|
|
|
Within 2 to 5 years |
|
|
|
|
--------- |
------------ |
||
|
|
|
||
|
--------- |
------------ |
||
22.
CONTINGENCIES
There is a contingent liability on the company in respect of guarantees given for borrowings by fellow subsidiaries and parent. These borrowings amounted to GBP
241,926,747
at 31 December 2014 (2013: GBP248,991,915). The company is also party to the Group Revolving Credit Facility for €300m which was undrawn at 31 December 2014. There is also a contingent liability with respect to the government grant which will become repayable under certain conditions.
23.
RELATED PARTY TRANSACTIONS
The company has availed of the exemptions in FRS8 Related Party Disclosures paragraph 3 (c) which allows non-disclosure of transactions with other group companies.
24.
SHARE CAPITAL
Allotted, called up and fully paid:
|
2014 |
2013 |
|||
|
No |
GBP |
No |
GBP |
|
|
|
|
|
|
|
|
--------- |
--------- |
--------- |
--------- |
|
|
|
|
|
|
|
|
--------- |
--------- |
--------- |
--------- |
|
25.
SHARE PREMIUM ACCOUNT
|
2014 |
2013 |
||
|
GBP |
GBP |
||
|
Balance brought forward |
|
|
|
|
Premium on shares issued in the year |
|
– |
|
|
------------- |
------------- |
||
|
Balance carried forward |
|
|
|
|
------------- |
------------- |
||
26.
OTHER RESERVES
|
2014 |
2013 |
||
|
GBP |
GBP |
||
|
Balance brought forward |
|
|
|
|
Share based payments in the year |
388,680 |
290,000 |
|
|
------------ |
------------ |
||
|
|
|
||
|
------------ |
------------ |
||
27.
PROFIT AND LOSS ACCOUNT
|
2014 |
2013 |
||
|
GBP |
GBP |
||
|
Balance brought forward |
|
|
|
|
Profit for the financial year |
|
|
|
|
Equity dividends |
– |
(
|
|
|
------------- |
------------- |
||
|
Balance carried forward |
|
|
|
|
------------- |
------------- |
||
28.
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
|
2014 |
2013 |
|||
|
GBP |
GBP |
GBP |
GBP |
|
|
Profit for the financial year |
|
|
||
|
New equity share capital subscribed |
10,000 |
– |
||
|
Premium on new share capital subscribed |
|
– |
||
|
------------- |
---- |
|||
|
12,792,881 |
– |
|||
|
Equity dividends |
– |
(
|
||
|
Share based payments in the year |
388,680 |
290,000 |
||
|
------------- |
------------ |
|||
|
Net addition to shareholders' funds |
|
|
||
|
Opening shareholders' funds |
|
|
||
|
------------- |
------------- |
|||
|
Closing shareholders' funds |
|
|
||
|
------------- |
------------- |
|||
29.
ULTIMATE PARENT COMPANY
The ultimate parent company is
Kingspan Group plc
, a company incorporated in the Republic of Ireland. The immediate parent company is T.T. Plastics limited
, a company incorporated in the United Kingdom. A copy of the consolidated accounts of Kingspan Group Plc can be obtained from Kingspan Group Plc, Dublin Road, Kingscourt, Co. Cavan, Ireland.
30.
APPROVAL OF
FINANCIAL STATEMENTS
The financial statements were approved by the directors on 30 April 2015.