James Halstead plc
Annual Report 2019

Plain-text annual report

JAME S HALSTEA D PLC Covering the World Report and Accounts 2019 J a m e s H a l s t e a d p l c • A n n u a l R e p o r t & A c c o u n t s 2 0 1 9 SAFETY FLOORING FOR ADHESIVE-FREE INSTALLATION SUSTA INA BILIT Y REPORT 2 019 Available at: www.jameshalstead.com/corporate-responsibility Beechfield Hollinhurst Road Radcliffe Manchester M26 1JN J A M E S H A L S T E A D p l c Tel +44 (0)161 767 2500 Fax +44 (0)161 766 7499 www.jameshalstead.com JH-Annual-Report-Cover-2019-AW.indd 1 07/10/2019 11:14 Nominated adviser Panmure Gordon & Co One New Change London EC4M 9AF Stockbrokers Arden Partners 125 Broad Street London EC2N 1AR Auditor BDO LLP 3 Hardman Street Spinningfields Manchester M3 3AT Directors and Advisers Directors J A Wild FCA M Halstead G R Oliver FCA MCT S D Hall M J Halstead R P Whiting Secretary D W Drillingcourt FCA Registered office Beechfield Hollinhurst Road Radcliffe Manchester M26 1JN Company registration No. 140269 Website www.jameshalstead.com Bankers The Royal Bank of Scotland plc 6th Floor 1 Spinningfields Square Manchester M3 3AP Registrars Link Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU Raststätte Würzburg Germany, Expona Art and Design 1 Contents Strategic Report Chairman’s Statement 2 Chief Executive’s Review 4 Financial Director’s Review 7 Governance Report of the Directors 10 Board Report on Remuneration 13 Corporate Governance 14 Financial Statements Independent Auditor’s Report to the Members of James Halstead plc 20 Consolidated Income Statement 24 Consolidated Statement of Comprehensive Income 25 Consolidated Balance Sheet 26 Consolidated Statement of Changes in Equity 27 Consolidated Cash Flow Statement 28 Notes to the Consolidated Financial Statements 29 Company Balance Sheet 55 Company Statement of Changes in Equity 56 Notes to the Company Financial Statements 57 Supplementary Information Ten Year Summary 64 Shareholder Information 65 Notice of Annual General Meeting 66 2 Chairman’s Statement Results I am pleased to report that we have, again, achieved record turnover with sales of £253.0 million (2018: £249.5 million). In addition, we have also achieved a record profit before tax of £48.3 million (2018: £47.1 million). The growth in these numbers may be modest but they build upon years of increasing and continued progress and in a particularly difficult climate where so many seem to have deferred spending plans. The UK turnover (which represents 35% of the total) grew by a very respectable 7.1% and this is the result of targeted sales focus in a difficult market. The constant focus on Brexit has led to deferred spending in several sectors and certain retail chains are curtailing their normal refurbishment cycles. The company and our strategy James Halstead plc is a group of companies involved in the manufacture and supply of flooring for commercial and domestic purposes, based in Bury UK. James Halstead plc has been listed on the London Stock Exchanges for more than 70 years. The group was established in 1914 and continues to operate out of the original premises in Bury. In its factories in Bury and Teesside it manufactures resilient flooring for distribution in the UK and worldwide. The company’s strategy is to enhance the brand identity thereby generating and enhancing goodwill and customer satisfaction with the aim of continued repeat business. This approach is designed to increase revenue and consequently profitability and cash flow to enable the continuation of dividends thereby creating shareholder wealth. As a manufacturer our supply is in bulk to distributors responsible for regional and local delivery. Key to the company ethos is having dedicated sales personnel to present our product to end users and specifiers rather than to delegate the representation of products to stockists. Our businesses are totally flooring focused and predominantly commercial flooring. Over many years our strategy has also included a policy of continual investment in both process improvement and in product development to improve output efficiency and product offering. Sustainability is a key area of focus and, from our award winning recycling initiatives through to our environmental policies, we are recognised as leaders within our industry. We publish an annual “Sustainability Report” and our latest achievements include an 84% usage of renewable energy in our production processes, a 16% decrease in energy usage and 570 tonnes of post-consumer PVC waste collected for re-use in production. Corporate governance and corporate social responsibility The board has over many years recognised its responsibility towards good corporate governance. It is part of our character and, I believe, contributes to our ability to deliver long-term shareholder value. We continue to focus on the life cycle analysis to identify and reduce the environmental impacts throughout our product life cycle and just one example of this is that we are now achieving 96% usage of recycled water within our production processes. For some years air quality has been in the press and it is a factor in the flooring selection decision. There should be no negative impact on air quality and we commit to being at the forefront of our market. The “Indoor Air Comfort Gold” certification extends across the vast majority of our flooring portfolio, exceeds the standards of other “ecolabels” and various EU specifications and are rated “best in class”. As ever, we believe independent verification and certification demonstrates our credentials as a global player. Dividend Profits and earnings per share have increased and we continue un-geared. Our cash balances stand at £68.7 million, even after dividends paid in the last year that amounted to £28.4 million and taxation of £10.5 million. Our cash reserves continue as the foundation of our strong balance sheet. It is pleasing to report that the board proposes, yet again, an increased final dividend. The final dividend will be 10.0p (2018: 9.65p) representing a 3.6% increase which, combined with the interim dividend paid in June 2019 of 4.0p (2018: 3.85p), makes a total of 14.0p (2018: 13.5p) for the year, an increase of 3.7%. This is a record dividend. Acknowledgements My thanks go to our staff in the UK and around the world whose hard work continues to differentiate us from our competitors. 3 Outlook Trading since our year-end continues to be solid, particularly in the UK. As a Board we continue to consider the Brexit situation which seems never ending. I can report that, in September 2019, Polyflor was selected as a key supplier for the National Health Service under an initiative known as Procure 22. James Halstead plc listed on the London Stock Exchange 8 weeks before the foundation of the NHS and has been proud to supply flooring to the organisation for over 70 years. I can only be confident of continued progress in the coming year. Anthony Wild Chairman 30 September 2019 4 Chief Executive’s Review This has been a challenging year with European markets slothful and a never ending saga over Brexit. As a net exporter we had the advantage of a weak sterling, but with many economies sluggish and projects crawling to fruition it was a year of difficult trading. Despite this UK turnover grew an impressive 7.1% and represents 35% of total revenue. Beneath this headline number there have been areas where the market is clearly suffering a lack of confidence. Looking at the global markets, Europe (excluding the UK) was on a par with last year (this represents 43% of total turnover). Our revenue within France, Holland and Spain demonstrated the best growth within Europe while Turkey and Italy were the worst performing. The rest of the world is broadly positive with growth in South America, North America, Africa and Scandinavia while mainland China has slowed. In terms of raw materials it was a year of relative stability, though there were fluctuations shortly before and after the aborted Brexit day at the end of March. Overall, the average cost of raw materials year on year increased 0.52%. Energy costs continue to rise with electricity some 12% more expensive than the previous year and it is worth noting that 60% of our electricity bills are “non-commodity” costs added to the energy cost to fund various schemes. Four years ago these add-ons were only 40%. This is a hidden cost that overseas competitors do not face. Our focus on energy efficiency does help to offset this, but it is getting harder. The schemes involved are by way of example the cost of providing electricity to the north of Scotland, feed in tariffs and contracts for difference subsidies. Our cash generation has continued and plans for expansion remain in the pipeline with both plant and infrastructure expansion on the agenda. We continue to support the grass roots of our industry through our training school in Radcliffe which was established 15 years ago as it became clear that there was a growing skills gap in the UK. Last year we had 198 delegates receiving certificates. We offer similar training in Europe and in Australia. I would note that no government funding is available to us for these activities. Reviewing the businesses in more detail: Objectflor/Karndean and James Halstead France, our European operations Turnover in the Central European market was solid but 1.2% below that achieved last year which reflected the downturn in the German market where all business is hard fought against strong competition and a sluggish economic climate. It is pleasing to note that branded sales have increased with declines more centred on own label collections. We tasked our business here with a focus on sheet vinyl sales of both our homogenous ranges (including the new Palettone range) and our heterogeneous ranges. It is pleasing to note that homogenous ranges showed 33% year on year growth. The main product launches in the year were the revamped Expona Design, which has been received well, and Expona Clic our new rigid product has also sold well. Our businesses in Europe pride themselves on being market leaders in terms of both design and product offering. We have been named winner in the BTM Heimtex wholesaler survey for best quality suppliers for the third time, as giving best customer service by Eurodecor and Fußbodentechnik named Expona Domestic their product of the year. As part of our activities to maintain our leading position the “Objectflor Campus” was completed in the year and opened in December. This is a large showroom and training facility built at our offices in Cologne. We have invited many customers and architects to attend with a programme of events and courses throughout the year. The facilities have also been used by suppliers of complementary products for their own activities which allows new opportunities to present our portfolio of products to an ever wider audience. In the year James Halstead France made progress in all key regions which is encouraging following our investment in sales representation. Our distribution network has broadened and whilst our market share is modest in comparison to our French competitors, we are encouraged by our continued growth. Whilst the economy is not showing good growth, we do see the potential for increased market share and continue to invest. Our successes include the Tony Parker Sports Academy in Lyon, Amazon France HQ in Clichy and the prestigious La Pitié-Salpêtrière Hospital in Paris. Following on from the success we have had in other countries we have established an office showroom in the Netherlands. Objectflor Benelux has fitted out a showroom in the former Van Nelle factory, a design led building that is a UNESCO world heritage site. This presents to architects and specifiers the design possibilities of our flooring. Polyflor Pacific – encompassing Australia, New Zealand and Asia Despite a soft economy, attributed to factors such as a Royal Commission into lending practices, our Australian business 5 remained solid. Volumes in most segments remained strong and stock management saw reduced working capital and strong dividend cash flow. Turnover was just below the levels of last year while the effects of exchange rates and increased investment in warehousing saw the bottom line profit decline. Palettone took market share and with an update of our loose-lay flooring we lifted the profile of our offering to the market. The AFL Max facility in Adelaide is a brand new facility that has installed Palettone. In addition our flooring has been used in the new concept Vape Square Lounge – a dedicated vape venue. Our strength in this market continues with installations such as the Salvation Army, Red Shield Hotel in Darwin and the Zuccoli Primary School in the Northern Territories. Polyflor New Zealand showed good growth compared to the prior year with sales increasing by 4% against the prior year. The increased revenue led to increased profitability, although the sales mix resulted in slightly lower margins. The growth continued in the North Island, being the main economic driver while business in the South was generally tougher and additional investment has been made in the sales team to achieve more there. The business continues to have a very high market share in key product areas. In the latter part of the year there has been focus on broadening the customer chains we are operating with and new arrangements have been concluded that will increase the visibility of our products in the market which, combined with the activities of our own sales force, gives confidence to continuing this trend in the market. The changes in the management structure of Polyflor Asia, by bringing it under the watch of our more mature Australian business, have been bedding down. Investments have been made in the marketing (directly and through social media) taking greater control of this from our customers. Our business is growing in Hong Kong but in mainland China there has been a distinct slow down and it is clear that the structural changes we have commenced there need to continue. Plans to have a stock presence on the mainland to access the smaller projects and refurbishment markets are at an advanced stage. The focus we have successfully had for many years to concentrate efforts on new builds continues to be important. Asia is a large geographic area and is to be split and given more “on the ground” attention to ensure that our activities are increasingly local in nature and focussed on the markets, with the intention to be more pro-active in the markets. This means more sales representation within each region augmenting the existing third party distributors and contractors. Markets across Asia have always been very competitive on a price basis and, whilst offering very competitive prices is naturally one tool in our arsenal, we are building a model to better service our customers by adding other factors into the buying decisions. Through availability of stock locally, technical back-up and market support we have learned that business growth is more assured. This programme continues. Polyflor & Riverside Flooring, based in UK There were several new ranges launched in the year with Polysafe Quick Lay and Polyflor Stone FX sheet vinyl core to the offering. Installations across healthcare and education continue as a bedrock to the company but more widely examples such as the Port of Spain International School (Trinidad and Tobago), the Sheffield Olympic Legacy Park and the Moët & Chandon VIP areas of Royal Ascot continue to show how widely our flooring solutions are installed. An important part of customer service is ensuring complaints are fully investigated and lessons are learned for the future. Historically, the most common complaints were for wrong product delivery and investments in bar coding and more automated picking have reduced these to record lows. In addition, significant focus goes into product complaints (which as a percentage are very low). The reputation we have earned in this area is not taken for granted and our founder’s refrain – “quality is when the customer comes back, not the product” – continues to hold as true today as it did 100 years ago. Consequently complaints are fully analysed and reported back not only to the relevant departments but to the Board. The year was challenging for production and towards the year end part of the plant was closed due to equipment failure. This had adverse effects on overhead recovery and consequently profitability – but these challenges are behind us. Polyflor Nordic comprising Polyflor Norway based in Oslo and Falck Design based in Sweden Under new management during the year Norway has focused on presenting Polyflor and, in particular, Palettone and Wovon to specifiers, architects and interior designers. Turnover grew some 3.8%. Amongst the projects supplied were the Norwegian University of Science and Technology in Trondheim, Thon Hotels and Samfjord Kuartalet government offices. Our offices in Oslo have been refurbished with Polyflor flooring so that the space now serves as a showroom with 6 Chief Executive’s Review continued different flooring solutions in each room and all 50 shades of Palettone in the hallway. In Sweden the economic conditions have been difficult. Turnover fell short of last year’s record turnover but the core sales of UK Polyflor sourced products increased with the decline being in factored products (at lower margins). For many years Sweden has had a strong focus on environmental concerns in the flooring sector and it is pleasing to note that we have been accredited as an authorised supplier, with the “Auktoriserad Golvleverantör 2.0” accreditation within GBR (the Golvbranchens Riksorganisation). Polyflor Canada, based in Toronto Sales grew an impressive 24% in the year and brand awareness across the country continues to grow with increased specifications following. The portable building sector, which services the mining and other industries, continues to perform relatively poorly but successes in the commercial sector have more than compensated. Our business in the region of Ontario has continued to grow and our new team in British Columbia have had good results. We have continued to expand our presence in Vancouver giving us nationwide penetration. Installations are diverse and the Canadian Royal Mint, the Tip Top Tailors retail chain and Collingwood Affordable Housing stand as testimony to the results. Polyflor India, based in Mumbai Turnover has increased and profitability more so. It was a record year for sales volumes. Our flooring continues to be laid in the healthcare and education sectors but we have also had success in the retail sector and in the Defence sector. There is encouraging interest from aligned markets such as Bangladesh, Sri Lanka and Nepal and volumes to these territories are increasing. Key projects include the NTPC Hospital in Sundergarh and the Presidency School in Bangalore. Rest of the World The Polyflor export and marketing offices, based in Royton, continue to support our international businesses and to direct sell via a global network of representatives, agents and distributors. Projects such as the Amazon Head office in South Africa, Parmano Oy across Finland and the Al Thumama Stadium in Qatar are only a few of many examples. Last year I noted that we had opened Polyflor FZE in the Dubai free trade zone and this year we have continued to underpin our global sales with more representation in the local markets. We have sold and seen continued growth for 25 years in Poland and this year we augmented the team with a national sales manager to assist our third party distribution and to make direct business to business approaches. In June 2019, we opened a sales office in Bogota, Colombia to support sales not only in that country but also Argentina, Chile, Brazil and Mexico. In Chile we have supplied the Quillota Petorca Hospital in the Valparaiso region and in Peru the continued expansion of the Videna National sport village. Other local representatives working locally but reporting to Polyflor have been recruited and are based in Romania, Indonesia, Czech Republic and Hungary. Outlook Having noted above the, albeit modest, year on year raw material increases, I can advise that for the first two months of the new financial year we have seen around a 4% reduction in raw material prices, and whilst this is pleasing, predicting second quarter onwards is difficult until the manufacturers report back after their traditional August shutdown and refurbishment cycle together with the ongoing political epic regarding our relationship with the rest of Europe. The coming year will see a new phase of investment. In part this will be expansion of warehouse and distribution and this is one decision that does require us to have some clarity on the outcome of the UK’s relationship with EU. Currently, with the simplified administrative access to Europe, we would increase warehousing close to the point of manufacture in the UK but it is easy to conceive of that expansion being on mainland Europe if the administrative hurdles slow movements. As we continue to implement our plan to have employees in markets where we have a long history of sales I can only be confident of continued success. We have, over the years, supplied over 160 countries across the world with our flooring and look forward to continuing this in greater volumes. Mark Halstead Chief Executive 30 September 2019 7 Financial Director’s Review As is usual, we have prepared these accounts by the consistent application of accounting standards with due appraisal and judicious accrual for known probable liabilities with as yet uncertain outcome at the year-end. These accounts have been prepared in compliance with latest standards IFRS 15 (re revenue recognition) and IFRS 9 (financial instruments) and have had no material effect on the figures for the year. For many years prudence was less regarded by the accounting profession in the preparation of published accounts than it was even a decade ago but it is pleasing to note that the 2018 Conceptual Framework published by the International Accounting Standards Board has re-introduced the term “prudence”. The group operates through separate legal entities in certain areas of the world and though these are discussed in the Chief Executive’s Review we, as a board, have concluded that these operations are one segment for the purposes of IFRS 8. This year’s profit before tax is a record being 3.4% ahead of the profit for the year to 30 June 2018. Profit after tax is also at a record level being 3.0% ahead of the prior year to 30 June 2018. Our gross margins have improved both as a percentage and in absolute terms. The main reasons were, broadly, the adverse effects of increased raw material and plant trial and development costs of the Palettone range noted in the prior year have ameliorated and there has been an improved sales mix in branded products sales vs business to business sales in Germany. Some key statistics: Group turnover at £253.0 million (2018: £249.5 million) was 1.4% higher than last year. Net finance income (excluding the effects of IAS 19 accounting for pensions) was £0.3 million (2018: £0.1 million) reflecting interest rates that remain very low. Selling and distribution costs were 2.2% ahead of last year. Administration expenses were 21.5 % higher than last year and most of the increase relates to our international division of the group that co-ordinates corporate development, global technical and sourcing. Trade debtors increased to £29.0 million (2018: £28.3 million). Trade creditors increased to £42.0 million (2018: £32.6 million). Stock levels stand at £69.9 million (2018: £71.1 million). Cash stands at £68.7 million (2018: £50.7 million) even after the payment of £28.4 million in dividends, £10.5 million in tax and £4.3 million of capital expenditure. Key Performance Indicators The board considers growth in profit before tax and growth in dividend key targets in line with the task of delivering shareholder value. Control of working capital continues to be important and the level of cash is monitored. Rather than focus on individual working capital targets or ratios, the Board are informed of all significant issues directly by subsidiary management by means of monthly reports on the key decisions and influences on working capital. Our focus at subsidiary level is on stock availability and appropriate credit given to and received from customers and suppliers respectively. Obviously sales, margin and profitability are monitored as well as cash, which is the final result of our economic activities. Appropriate summaries of these statistics are collated into monthly Group reports. No individual key performance indicator, or group thereof, is regarded as more important than informed in-depth knowledge of the underlying businesses. Subsidiaries present key performance indicators on debtor days, stock turn and creditor days but the consolidation of these for the whole Group offers no extra benefit as the component of mix can mask underlying effects. In terms of non-financial KPIs brand awareness, reputation, customer satisfaction and market share are all important but difficult to assess. We do not believe that surveys and market share data, to the extent that is collated by various trade bodies, is complete and wholly accurate. Consequently little reliance is placed upon this data. Customer satisfaction awards are always welcome. Principal Business Risks and Uncertainties The ongoing discussions regarding the UK leaving the EU (“Brexit”) is an ongoing uncertainty. It has affected exchange rates and interest rates, at least in the short term, but it is as yet unclear what will unfold and we continue to await the evolution of the repercussions. As we approach the date for our exit (potentially followed by a transition period), we continue to digest government guidance. On the plus side we export to many countries outside the EU and are very familiar with global customs procedures. There are concerns in the press over interruptions to supplies into the UK post Brexit but we have sourced raw materials widely and our key European suppliers are very large organisations that have huge trade into the UK and we are confident supplies will continue. To the extent that imports will attract duty we have procedures in place to reclaim any duty on imports that are then re-exported around the globe. Given the ongoing drama a degree of fatigue with the coverage and speculation is inevitable but our focus is detailed. 8 Financial Director’s Review continued As a Board we have tasked management with planning for the departure of the UK from the EU. That said the unknown manner and detail makes this difficult and the unending press and political commentary is reminiscent of the “millennium” problem of computers and the “Y2K bug”. Hopefully whatever form Brexit takes will be an equal anti-climax. We have consulted widely with suppliers and partners. Around 60% of our raw materials are imported and 43% of our turnover is sold in Europe so we are not complacent but if there are delays at the ports no amount of planning and stock-piling can prevent disruption entirely. We have prospered despite the adversity of the oil crisis and the 3-day week, the sterling crisis when sterling broke its link with the exchange rate mechanism and the financial crisis and fully aware of the issues associated with Brexit. We have considered issues from the status of EU employees based here in the UK to the paperwork needs and stock transit and are hopeful that if there is wide-spread delay at UK ports that it will be short term and that the political and bureaucratic classes will be forced to look to common sense solutions. is widely The Board constantly assesses risks and discusses business issues regularly. To the extent risk is insurable the Board is insured. A risk averse and the Group comprehensive insurance appraisal takes place annually to mitigate exposure to risks, such as business interruption and fire but obviously key risks such as escalating raw material prices and energy costs fall outside any insurable event. Inevitably the unexpected cannot be anticipated but given the depth of understanding of our principal business by the senior management, and the Board, risk is ameliorated but not eliminated. Our goals are simple and we avoid over-stretching our capabilities. Our plans are not limited to a twelve month set of figures, though budgets are prepared and monitored, and we look to benefit from decisions over a longer time frame. A major mitigation of risk is a close understanding of our people, their motivations, experience and limitations. In general it is in the nature of the Board to talk about and focus on the problems of our business. This is the major way in which risk is not merely identified but mitigated. Excess capacity exists in our businesses and across Europe, but turnover and profit have advanced. The risks identified beyond insured events include foreign exchange risk, credit risk, liquidity risk and key management. There are, additionally, key customers and key suppliers which create dependencies. Sales and purchasing policies are under regular review to assess these dependencies. In the main, risk and control are measured and assessed from a financial perspective, but this is not to the exclusion of non-financial risks and uncertainties. It is clear that scenarios can be envisaged where the Group’s activities may be disrupted and little could be done to mitigate the negative effects. In terms of credit risk certain companies have insurance in place and where there is no insurance we often require letters of credit or bills of exchange but fundamentally credit control and market awareness are important. Our cash balances, and bank facilities combined with a robust balance sheet are buffers against liquidity risk. In respect of exchange risk, the Group operates internationally and is exposed to foreign exchange risk on both sales and purchases that are denominated in currencies other than sterling. Those giving rise to the most significant risk are US Dollar, Euro and Australian Dollar. To mitigate risk associated with exchange rate fluctuations the Group’s policy is to hedge known and forecast transactions. This hedging is at least 25% and on occasion, albeit rarely, more than 100% of the next year’s anticipated exposure. IFRS 7 dictates several disclosures on risk and we have undertaken a market risk sensitivity analysis on fluctuations in our major currency exposure and the effects on the financial assets and liabilities in the balance sheet (which is included in the notes to the accounts). Several external factors can be envisaged that would affect operating activities. These include technical failures, labour disputes outside our businesses, availability of raw materials, and import or customs delays. Given the spread of our operating activities there is a reduced risk of any single event being catastrophic, but external factors are an area of risk that continues to be monitored. Certain suppliers would be difficult to replace or their products to substitute and delays could be of several weeks duration, which wouldn’t be covered by our current levels of stock holding. Given the length of service of many senior managers, succession planning becomes a risk and/or an uncertainty but again the open style of decision making and collaboration mitigate the risk. The activity and progress of our competitors is a significant risk. Whether there is a new innovation or a gain in competitive advantage by a new process, or the loss of market share by any means, any effect on our volume throughput will have an effect on profitability. The Board looks for market intelligence, and devotes significant time to understanding the strategy of our competitors. It is clear that the success this business has achieved over the last 20 years leads our competitors to scour all information we publish for data on our activities. I would note that we have overseas subsidiaries with significant profit and assets which are translated at average exchange rates (in the case of profit and loss items) and at year end rates (in the case of balance sheet items). The effect of this is shown annually in the Consolidated Statement of Comprehensive Income. Inevitably there is a translational exposure on these items and since they are not necessarily cash flows (excepting dividend payments) the consolidated net worth of the Group varies over time.We do not hedge this translational exposure though we have in the past hedged overseas assets with matching debt. At present the cost and complexity in terms of arranging facilities and complying with local taxation rules would seem to outweigh the benefits. 9 The last five years of these exposures in terms of (decrease)/increase in the value of our overseas assets are as follows: 2019 2018 2017 2016 2015 £’000 (170) (759) 2,168 4,808 (3,868) Aside from the strategic, operational and financial risks described there are also compliance risks relating to the legal and regulatory requirements of the various markets in which we operate. Directors and senior management are involved in health and safety, duty and customs clearance, waste management and other such issues. Defined Benefit Pension Scheme In common with other long established businesses we have the complications and uncertainty associated with having a “final salary” pension scheme. The scheme has been closed to new entrants since 2002 and was only offered to UK based employees; of our UK based work force around 20% of employees are members of this scheme. At this moment in time we are considering closure of the scheme to future accrual. Accounting for this defined benefit scheme is prescribed by IAS 19 and the quantum of the deficit is ever more volatile due to the nature of using current (low) gilt yields and arguably over prudent assumptions as driven by the actuarial profession. Actuaries undertake a tri-annual valuation of the scheme. Given the nature of pension valuations this requires significant management time and external advisors to challenge potentially over prudent guestimates and to negotiate appropriate assumptions not least to assuage the review of the pensions regulatory body. Much debate on the strength of the company covenant ensues. scheme comprises active members The (existing employees), deferred members (past employees not yet in retirement) and pensioners. Under the current accounting standard for pensions the current service costs of active members are dealt with in the profit and loss account with the costs associated with deferred members and pensioners dealt with through the Consolidated Statement of Comprehensive Income. This year there is a net actuarial loss of £4.5 million against a net actuarial gain in 2018 of £4.9 million which is largely the effect of changing assumptions on liabilities. It is of note that since the adoption of the pension scheme into the balance sheet some years ago the deficit has had the potential effect of improving the return on capital employed (since it is a deficit and a liability) and for this reason it is excluded from any performance measure (or related bonus remuneration) internally. The majority of UK employees are in one or other of our defined contribution schemes. In an effort to offer some perspective by which to view the pension scheme deficit the following statistics are used by some investors: The comparison of scheme deficit to market capitalisation as a percentage; The comparison of scheme liabilities to market capitalisation; and, The comparison of the deficit to operating profit. These ratios for this Group based on a share price of £5.14 (2018: £4.02) are: The net deficit to market capitalisation is 1.5% (2018: 1.8%); The total liabilities to market capitalisation is 7.8% (2018: 9.2%); and, The deficit to operating profit is 40.5% (2018: 31.6%). I pass no comment on the merits of these ratios but note that with the assumptions changing annually (despite the long term nature of the liability) there does not seem to be a consistent long term measure of the deficit. The above merely give some idea of the “affordability” of the deficit to the group. The dominant assumption that drives up the deficit is that the current very low gilt yields are used to determine liabilities. There is an irony in that pension funds have an unquenchable appetite for government bonds at ever lower interest rates. The focus on current interest rates as a determinant of long term liabilities continues and it should be noted that relatively small increases in this assumption eliminates the deficit. It continues to be that our scheme augments past pensions to RPI though ongoing salaries and future accrual are to the more appropriate CPI. Several years ago the UK Statistics Authority balked at changing RPI even though it is widely discredited as an appropriate measure on which to base pensions. The latest proposal to alter RPI to the CPIH basis could reduce the deficit significantly. Gordon Oliver Finance Director 30 September 2019 The strategic report was approved by the board of directors and signed on behalf of the board. D W Drillingcourt Secretary 30 September 2019 10 Report of the Directors The directors are pleased to present their report, together with the audited accounts for the year ended 30 June 2019. Substantial interests Results and dividends The group results for the year and the financial position at 30 June 2019 are shown in the consolidated income statement on page 24 and the consolidated balance sheet on page 26. The directors are recommending a final dividend of 10.00p (2018: 9.65p) per share on the ordinary share capital for payment on 6 December 2019 to those shareholders whose names appear on the register at 8 November 2019. This final dividend together with the interim dividend of 4.00p (2018: 3.85p) per share paid on 6 June 2019 makes a total dividend of 14.00p (2018: 13.50p) per share for the year. Directors The directors who held office during the year were as follows: J A Wild M Halstead G R Oliver S D Hall M J Halstead R P Whiting As at 19 September 2019 the company had been notified of the following interests which represent 3% or more of the existing issued share capital: Number % Rulegale Nominees 37,144,473 17.9 John Halstead Settlement 35,447,218 17.0 HSBC Global Custody Nominee 11,192,695 5.4 Octopus Investment Nominees 9,713,819 4.7 Share capital During the year new ordinary shares were issued and allotted as fully paid to enable share options to be exercised as follows: 26 September 2018 27 September 2018 11 January 2019 21 January 2019 24 January 2019 15 April 2019 14 May 2019 16 May 2019 24 May 2019 2,500 110,000 6,000 7,500 7,500 9,000 5,000 5,000 5,000 157,500 Mr G R Oliver and Mr S D Hall are the directors retiring by rotation, and offer themselves for re-election at the annual general meeting. Special business at the annual general meeting The interests of the directors and their families in the share capital of the company were as follows: 30 June 2019 30 June 2018 Beneficial As Trustee Beneficial As Trustee J A Wild 150,300 11,975,360 150,300 11,975,360 M Halstead 13,241,468 11,202,159 13,241,468 11,410,754 G R Oliver 207,550 206,081 207,550 301,248 S D Hall 5,700 – 5,700 – M J Halstead 688,117 – 908,117 – R P Whiting – – – – The directors consider that the board of directors include key management for all areas of the business and that there are no other key management which require disclosure. Details of the directors’ options under the terms of the executive share option scheme are set out in note 23. Resolution 6 renews the directors’ authority to offer ordinary shareholders the opportunity to take ordinary shares in lieu of any cash dividends which may be payable prior to the Annual General Meeting in 2020. Resolution 7 authorises the directors to allot relevant securities pursuant to section 551 of the Companies Act 2006 up to a maximum nominal amount of £3,468,852 representing approximately 33.33% of the total ordinary share capital. The authority will expire at the next Annual General Meeting of the company to be held in 2020 or six months after the next accounting reference date of the company (whichever is the earlier). Except for the issue of shares to satisfy the exercise of share options granted under the share schemes, the board has no present intention of issuing any ordinary share capital of the company. As at the date of this document, the company holds no treasury shares. 11 Resolution 8 invites shareholders to renew the board’s authority to issue shares for cash without first being required to offer them pro rata to existing shareholders. The proposed authority will terminate at the next Annual General Meeting of the company to be held in 2020 or six months after the next accounting reference date of the company (whichever is earlier). The authority is limited to equity securities up to an aggregate nominal amount of 5.0% of the company’s issued ordinary share capital. The resolution also contains provisions to enable the directors to deal with fractional entitlements and other practical difficulties which could arise in the event of a rights issue or similar pre-emptive offer. Resolution 9 seeks to renew the authority of shareholders to allow the company to purchase its own shares in respect of up to 10.0% of the issued capital at prices not exceeding 5.0% above the average of the middle market quotations for the five business days preceding the purchase. The directors undertake that the authority would only be exercised if the directors were satisfied that a purchase would result in an increase in expected earnings per share and was in the best interests of the company at that time. The directors may choose to hold shares purchased under such authority in the form of treasury shares (subject to a maximum of 10% of the issued ordinary share capital at any one time). Employment policies and involvement The group operates a totally non-discriminatory employment policy, an integral part of which is the proper consideration of all applications for employment from disabled persons who, after appointment, receive training for career development and promotion consistent with both the needs of the group and their own particular abilities. Employee involvement in the overall performance of the group continues to be encouraged through the employee profit sharing scheme and the share option plan. There are in existence various well established committees and discussion groups which range from formal structures to less formal gatherings and which deal with a whole range of issues from the group’s financial performance to health and safety issues. Copies of this annual report are available to all employees. Environmental policy A policy has been issued and implemented on safeguarding against air, water, noise and land pollution. The management team constantly reviews and implements at every opportunity the most effective use of materials and energy. A number of control measures have been introduced and these, combined with materials storage and handling methods, together with training, form the basis of the environmental programme. The policy is fully endorsed by the directors and is under constant review to ensure full compliance with the UK Environmental Protection Act 1990. All employees, suppliers and contractors are made aware of the environmental policy which is also freely available to the general public and regulatory authorities. Health and safety The health and safety of the group’s employees, customers and members of the general public who may be affected by the group’s activities continue to be matters of primary concern. It is therefore the group’s policy to manage its activities so far as to avoid causing any unnecessary or unacceptable risk to the health and safety of all those affected by its activities. In order to ensure that the group’s high standards in this area are maintained, a substantial programme of training and retraining of employees took place throughout the year. Research and development remain totally committed to the continuing We development of our processes and our products to both satisfy the needs of our customers and ensure that we remain at the forefront of our industry. Directors’ responsibilities statement The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have, as required by the AIM Rules of the London Stock Exchange, elected to prepare the group financial statements in accordance with International Financial Reporting Standards as adopted by the European Union. The directors have elected to prepare the parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) including Financial Reporting Standard 101 Reduced Disclosure Framework. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. The directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Alternative Investment Market. 12 Report of the Directors continued In preparing these financial statements the directors are required to: Going concern select suitable accounting policies and then apply them consistently; make judgements and accounting estimates that are reasonable and prudent; state whether the group financial statements have been prepared in accordance with IFRSs as adopted by the European Union subject to any material departures disclosed and explained in the financial statements; and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions, to disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for ensuring the annual report and financial statements are made available on a website. Financial statements are published on the company’s website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements which may vary from legislation in other jurisdictions. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. The directors’ responsibilities also extend to the ongoing integrity of the financial statements contained therein. Risk management Information in relation to risk management and future developments can be found in the financial director’s review in the strategic report. After making enquiries the directors have formed a judgement at the time of approving the financial statements that there is a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the accounts. Auditor’s remuneration – non-audit related fees Our auditor may undertake non-audit related work. This work would be tendered for separately from audit work. The board has always sought to ensure that the auditor does not automatically receive additional fees. This approach, the board believes, enables the company to ensure value for money on the company’s part, and maintains the independence of the auditor. Auditor A resolution to re-appoint BDO LLP as auditor will be proposed at the forthcoming annual general meeting. Directors’ statement as to the disclosure of information to the auditor All of the current directors have taken all the steps that they ought to have taken to make themselves aware of any information needed by the company’s auditor for the purposes of their audit and to establish that the auditor is aware of that information. The directors’ are not aware of any relevant audit information of which the auditor is unaware. Approved by the board of directors and signed on behalf of the board. D W Drillingcourt Beechfield Secretary Hollinhurst Road Radcliffe Manchester 30 September 2019 M26 1JN Board Report on Remuneration 13 rights to subscribe for ordinary shares granted to an individual employee under the share option plan and under all other discretionary schemes. Pensions The company operates Inland Revenue Approved defined benefit and defined contribution pension schemes. The group chief executive and group finance director are members of the defined benefit scheme. Pension entitlements are calculated on basic salary only. All members of the schemes are required to contribute a percentage of their pensionable earnings. Several years ago pensionable salary was restricted to the growth in the consumer price index. Other benefits within the schemes are death in service lump sums, spouse’s and dependants’ pensions following death in service of the member and ill health early retirement where the appropriate circumstances arise. Service agreements The chairman and the group chief executive do not have service agreements. The group finance director has a service agreement which terminates within or is terminable by the company and the executive on not more than one year’s notice. The remuneration committee has taken the view that notice periods of one year are reasonable and in the interests of both the company and its executive directors having regard to prevailing market conditions and current practice. Mr S D Hall, Mr M J Halstead and Mr R P Whiting each has a service contract for an initial term of two years from the date of his appointment, which can be terminated by either party by one month’s written notice. S D Hall Chairman of the Remuneration Committee Remuneration committee The remuneration committee comprises the non-executive directors, with Mr S D Hall, as chairman. The committee meets at least once a year, although usually more frequently, to determine the remuneration packages of the executive directors of the group. The remuneration policy for the non-executive directors is determined by the board as a whole by reference to market rates. They do not participate in the group bonus scheme, pension scheme or share option scheme. No director can vote in regard to his own remuneration. Remuneration policy The remuneration policy is to provide terms of employment such that the recruitment, motivation and retention of high calibre personnel is achieved and maintained to the mutual benefit of shareholders and employees. The committee is assisted from time to time by data supplied by independent professional remuneration consultants as to comparable companies, although identical circumstances are rarely found. Basic salary and bonus payments The directors salaries and fees for the year are disclosed in note 13. Annual bonus schemes are in place which reward the executive directors on achieving performance objectives. Performance is determined by index-linked profit improvements through a trend of earnings per share growth. UK based executives are eligible members of the employee share scheme. Performance bonuses of £446,000 to each of the group chief executive and group finance director were paid during the year. Share option schemes The remuneration committee believes that share option plans are an important long term incentive to executive directors and other senior employees. They are intended to link the exercise of the option to a sustained and significant improvement in the underlying financial performance of the group. The share option plan is reviewed by the remuneration committee and is open to executive directors and selected employees of the group. The option price per ordinary share will not be less than the market value on the day of grant. A limit of four times earnings has been placed on the value of the aggregate price payable on the exercise of all options or 14 Corporate Governance Chairman’s introduction to governance The board The role of the board is summarised as follows: The board has over many years recognised its responsibility towards good corporate goverance. It is part of our character and, I believe, contributes to our ability to deliver long-term shareholder value. The Financial Reporting Council and the Quoted Company alliance have both issued guidance on governance and having assessed these codes we have aligned our approach to the latter. In many ways this is a continuing process but in the following paragraphs we outline how we effect this code and I trust our shareholders will take the time to review our comments. It is my belief that good governance is accountability to shareholders as a whole over time rather than being swayed by current short term objectives of individual holders. For many companies some shareholders are transient and focus short term, looking for ambitious acquisitions or risky strategies and yet quick to exit at the first sign of problems. Management need to be focused on the medium to long term goal as much as current issues. Anthony Wild Chairman Directors and committees The Company is controlled by the board of directors. The board consists of a non-executive chairman, two executive directors, a senior independent director and two non- executive directors. The board has three sub committees: a remuneration committee, an audit committee and a nominations committee. The directors are named below along with their membership of board committees. Director Role Committee Committee Committee Remuneration Audit Nomi- nations Mr Anthony Wild Mr Mark Halstead Mr Gordon Oliver Mr Steve Hall Non-executive Chairman Chief Executive Finance Director Senior Independent Director Mr Michael Halstead Non-executive Mr Russell Whiting Director Non-executive Director X X X X X X X X X X X X X X To establish and maintain the group’s vision, mission and values; Decide on the current and future strategy to ensure the group’s longevity; To delegate to management the implementation of policies, strategies and business plans while ensuring the framework of internal controls is effective; Account to shareholders and stakeholders to promote their interests and the goodwill to the group. The board comprises two executive directors and three non- executive directors. The roles of chairman and chief executive are separated. Directors Mr Anthony Wild – non-executive Chairman Mr Wild was appointed to the board as senior independent director in 2001 and chairman in 2017. He is a Chartered Accountant and was senior partner in a local firm for many years offering management consultancy services. He brings a long and in depth knowledge of James Halstead plc, its heritage and strategy over many years along with business and commercial knowledge obtained in a career of business advice. A key responsibility of the chairman is to lead the board effectively and to oversee the adoption, delivery and communication of the company’s corporate governance model. The chairman as a non-executive director has adequate separation from the day-to-day business to be able to have an independent view. The chairman ensures that the board receives accurate, timely and clear information and there should be good information flows within the board and its committees as well as between the NEDs and senior management. Mr Wild is chairman of the nominations committee. Mr Mark Halstead – Chief Executive Mr Halstead has over 30 years’ experience in the group holding senior management positions within Polyflor prior to his appointment as group chief executive in 2002. Having gained his grounding in many aspects of the group’s flooring activities Mr Halstead focused on exports and founded our operations in Europe. He brings unparalleled knowledge of the group’s activities, the products and positioning in markets and experience to allow for the assessment of future opportunities for the group both in commercial terms and product related. Mr Halstead is tasked with the delivery of the business model agreed within the strategy set by the board. 15 Mr Gordon Oliver – Finance Director Mr Russell Whiting – non-executive director Mr Oliver is a Chartered Accountant. He trained with KPMG and held a number of financial positions in industry prior to joining James Halstead in 1987 as Group Financial Controller. He was instrumental in the disposal of non-core businesses in the UK and overseas and became finance director of the group in 1999. He brings knowledge of financial management and control, corporate governance and business acumen to the business as well as development of future strategy arising from a long period as a member of the board. During his time with the company Mr Oliver’s standing has been recognised by several awards from his peers and the financial press. Mr Oliver is tasked with working closely with the Chief Executive to progress the business and to have regard to mitigation of risk. In addition a key role is integrity of the financial information and communicating to the board the financial implications of areas of subjective judgement. Mr Steve Hall – Senior independent director Mr Hall was appointed to the board in 2012 as a non- executive director. He has 21 years’ experience as a Director of Corporate Banking for the Royal Bank of Scotland where he was responsible for corporate SMEs and quoted clients. For several years he has acted as a consultant outside of banking and is a non-executive director to a large retail chemist chain. He brings with him this banking experience as well as broad experience of mergers, acquisitions and disposals and the financing thereof. One of the key responsibilities of the SID is leading the performance evaluation of the chairman, or the search for a new chairman. As SID, Mr Hall is an alternative route of access for shareholders and other directors who have a concern that cannot be raised through the normal channels of the chair or the executive directors. Mr Hall is chairman of the remuneration and the audit committees. Mr Michael Halstead – non-executive director Mr Halstead was appointed to the board in 2017. He has many years’ experience in the advertising industry having been an account director for Saatchi and Saatchi and more recently running his own company HH&S Group Limited. He brings general business acumen to the board along with specifics relating to marketing and public relations arising from his background. Mr Halstead provides oversight and scrutiny of the performance of the executive directors, whilst both constructively challenging and inspiring them, thereby ensuring the business develops, communicates and executes the agreed strategy and operates with reference to the risk management framework. Mr Halstead is in the 4th generation after the founder and has never worked within the business but is passionate to preserve the principles of the company and to contribute to its continued success. Mr Whiting was appointed to the board in 2017. He is a local businessman and is director of a company involved in leasing of assets, Associated Credits Holdings Ltd. As well as general business acumen he brings specific understanding of business and asset financing to a broad range of commercial enterprises. He has known the group for a number of years through his business. Mr Whiting possesses the critical skills that are relevant to modern companies, which includes both technical experience and the ability to positively challenge and to listen in equal measure. Attendance at the six board meetings during the year was as follows: Possible Actual J A Wild 6 6 M Halstead 6 6 G R Oliver 6 6 S D Hall 6 6 M J Halstead 6 6 R P Whiting 6 5 Senior management team Mr David Drillingcourt – Corporate Development Director and Company Secretary Mr Drillingcourt is a Chartered Accountant and trained with KPMG before joining the Company in 1996 as Group Accountant. He served as Finance Director at two of the Groups subsidiaries, Phoenix Distribution (NW) Limited (1999-2005) and Polyflor Limited (2005-2013), before his appointment as Company Secretary in 2013 and Corporate Development Director in 2019. Working closely with the board and subsidiary directors, the role is designed to help support the future growth of the business across the globe. Internal control The board has ultimate responsibility for the system of internal control operating throughout the group and for reviewing its effectiveness. Internal control systems in any group are designed to meet the particular needs of that group and the risks to which it is exposed. No system of internal control can provide absolute assurance against material misstatement or loss. The group’s system is designed to manage rather than eliminate the risk of failure in order to achieve business objectives and to provide the board with reasonable assurance that potential problems will normally be prevented or will be detected in a manner which will enable appropriate action to be taken. 16 Corporate Governance continued The key procedures which the directors have established with a view to providing effective internal control are as follows: the audit committee keeps under review the effectiveness of the system of internal control and reports its conclusions to the full board; the group directors are responsible for establishing, maintaining and reviewing the group’s system of internal control and meet regularly to consider group financial performance, business development and management issues, and to review these against predetermined objectives; the group board establishes corporate strategy and business objectives. Management of subsidiary companies integrate these objectives into their business strategies for presentation to the group board with supporting financial objectives; subsidiary company budgets, containing financial and operating targets, capital expenditure proposals and performance/profitability indicators, are presented to and reviewed by the group executive directors. The consolidated group budget is approved by the group board; there is an ongoing process for identifying, evaluating and managing the significant risks faced by the group. These risks are appraised and evaluated by responsible executives and endorsed by subsidiary and group management. This process has been in place throughout the year and up to the date of approval of the annual accounts; as part of the regular monitoring and review, the group executive directors hold regular meetings with the management of the subsidiary companies at which reports covering such areas as forecasts, business development, strategic planning, risk exposure and performance against budget, are presented and discussed. These are then reported to the group board, on a quarterly basis; the group board reviews and considers any major problem which may have occurred and assesses how the risks have changed in the period under review; there is a group-wide policy governing appraisal and approval of capital expenditure and asset disposals; to underpin the effectiveness of controls, it is the group’s policy to recruit management and staff of high calibre, integrity and appropriate disciplines. High standards of integrity, business ethics and compliance with laws, regulations and internal policies are demanded from staff at all levels; the board also conducts an assessment of the effectiveness of the internal control system. This assessment consists of a review of all the significant areas of internal control, including risk assessment, the control environment, control activities, information and communication, and monitoring. The Quoted Company Alliance Code (“QCA code”) The directors recognise the importance of good corporate governance and have chosen to apply the QCA code as their framework to do so. The QCA code was developed by the Quoted Company Alliance in consultation with a number of institutional small company investors as an alternative code applicable to AIM companies. The QCA code was published in April 2018. The QCA code sets out ten principles which seek to ensure that the overall framework for corporate governance is robust. The directors believe that this framework is appropriate to the size and operations of the business and each of the principles is commented on below. Many of the disclosures relevant to the code are already made in our annual report and accounts. The chairman has the responsibility for corporate governance and has taken a lead on this matter. The executive team are directed to day to day management and are accountable to the rest of the board. The chairman expects and demands open discussion of issues facing the business and in the application of this code has sought input from the auditors, the company’s advisors and a review by the company lawyer. The board is tasked with continuing the success of the business over time and through successive generations of management and the importance of corporate governance is to oversee the division of ownership and stewardship. The executive directors have the day to day responsibility of stewardship and the chairman and non-executives monitor and evaluate this on behalf of the owners. James Halstead plc has been listed on the London stock exchange for over 70 years and continues to look for growth in sales and profit to continue its strong record of reward to shareholders in the form of dividend. Whilst this is a primary role, the board is proud of its reputation within its industry and the financial markets and corporate control is central to the ethos. 17 The disclosures below were last reviewed and approved by the board on 30 September 2019. QCA Principles and James Halstead plc’s approach 1. Establish a strategy and business model which promote long-term value for shareholders James Halstead plc’s strategy is explained fully within our Strategic Report section in our Report and Accounts each financial year. Our strategy is focussed around stable profitable growth from building the goodwill in our brands and products leading to increasing dividends over time. Key risks and mitigating factors to our business are also detailed annually in our Report and Accounts. 2. Seek to understand and meet shareholder needs and expectations The board has a track record of increasing dividends over many years. Where the business has generated funds in excess of its medium-term requirements and no specific investment requirements exist the board has also encouraged the payment of special dividends over the years. Members of the board talk regularly to both institutional and private investors and the financial press to ensure that company’s strategy and objectives are communicated. The group has a large number of shareholders and regular broker updates are published. The company regularly hosts institution and broker site visits to update on progress and the executive directors are in ongoing contact with the nominated advisor who communicates more closely with the market. Shareholders can contact the Company Secretary with questions and may be referred to the directors. In addition, the AGM acts as a forum for all shareholders to meet with the board and raise any questions they may have. 3. Take into account wider stakeholder and social responsibilities and their implications for long-term success. The board recognises that the group has responsibilities to many stakeholders other than its shareholders. This includes employees, customers, suppliers and the wider societies in which we operate. In terms of communications with stakeholders this is done in ways appropriate to the stakeholder and may take the form of formal announcements, individual meetings (for example appraisals with employees) and negotiations with other stakeholders. The environmental impact of our manufacturing and our output is of significant importance to our medium term prospects not only to demonstrate our commitment to the community at large but also to customers who increasingly, and rightly, look for suppliers with strong ethical values. As a member of the communities in which we operate the board takes seriously the impact the business has, positively in terms of being an employer and seeking continuous impact on the improvement with respect to the environment and communities. This is illustrated by our annual “Sustainability Report” copies of which are available on www.polyfor.com which outlines the impact of our manufacturing operations on the wider environment and local improvements over time. Feedback from the community is received directly to the head office. This report has been published for nearly two decades and is now an annual report. We understand continuous development of our products also contributes to our responsibilities as well as the success of the business. This is illustrated, for example, by development of “dementia friendly” flooring in recent years. The operating businesses encourage feedback from customers through their relationship managers in the business and customer service teams. 4. Embed effective risk management, considering both opportunities and threats, throughout the organisation. Risk management is reported annually in our Report and Accounts along with how those risks are mitigated and how they change over time. The board meets six times a year during which business and other risks are assessed. Key subsidiaries have their own management boards which meet regularly and assess the risks relevant to that specific business and relevant responses. These are communicated to the main board either by direct representation or via group management structures that are in place. There are also formal and informal communication routes that allow for risks to be communicated to board members in a timely manner from all operational entities. 5. Maintain the board as a well-functioning, balanced team led by the chair. Anthony Wild, the non-executive chairman is responsible for the running of the board and Mark Halstead as chief executive has responsibility for implementation of the board’s direction. 18 Corporate Governance continued A monthly report is provided to the board of the financial and operational performance of the group. Information is provided in advance of meetings. of performance. To this end the board is circulated with press comment and market feedback on the business. Market share data and peer group analysis is available. The board is responsible for all strategic decisions and the overall governance and culture of the group. All the directors have access to the services and advice of the company secretary and are able to take independent professional advice to enable them to do so. This may be done at the group’s expense. The board has a majority of non-executive directors and consider that they bring independent thought and judgement to bear as well as business experience out-with the group. The board has sub committees with specific remits, and nomination specifically committees and detail of the number of meetings and attendance by directors is noted in the Annual Report. remuneration, audit 6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities The board evaluates consistently those skills that are required and whether they are adequately provided for. In doing so and where relevant it will consider guidance available on appointment and training of board members. The Company Secretary has the responsibility to make the board aware of legal changes and will advise on the company’s approach. For example the recent GDPR requirements and previously the Market Abuse Regulations (MAR). Where vacancies arise or gaps are identified that must be addressed, the nomination committee oversees the process of identifying candidates and makes recommendations to the board. Appointments are made on merit against objective criteria and with regard to the benefits that will be brought to the board and the group. The nomination committee also considers succession planning. The company secretary supports the chairman in addressing the training and development needs of the directors. In the case of new directors there is an induction process to ensure they become aware of the operations of the group. The directors are aware of their individual responsibility to undertake appropriate continuing development. 7. Evaluate board performance based on clear and relevant objectives seeing continuous improvement. The board will take account of the Financial Reporting Council’s Guidance on Board Effectiveness as it evaluates on a regular basis its performance. The remuneration committee meets formally and is tasked with not only the remuneration of the executive directors but also evaluation In terms of the financial performance the auditors meet the audit committee (comprising the non-executives) bi- annually and beyond the audit report do comment on the systems, procedures and efficacy of the management. The nominated advisor has access to the Chairman and meets the non-executives annually. A rigorous recruitment process is undertaken for new directors prior to their proposal and election. In terms of re- election their performance is reconsidered prior to them being proposed to ensure they remain effective in their role and that they retain their independence. Re-election is considered by the shareholders at the AGM at which shareholders have the opportunity as a body to approve or otherwise board membership. Succession planning for the board and as importantly the key executives around the world who manage our businesses is an ongoing topic of discussion. 8. Promote a corporate culture that is based on ethical values and behaviours. The board expects the highest ethical standards of its members and management across the group. The group has documented procedures with respect to its responsibilities regarding ethical behaviour, specifically bribery and corrupt practices and modern slavery and these are applicable across its operations including supply and customer chains. The board also takes seriously its responsibilities towards sustainability of its operations and the impact of our operations on the environment. This is documented and reported on annually in Polyflor’s Sustainability Report. As an employer and member of many communities throughout the world, the board consider that strong ethical values to be a good member of these communities is a mind-set not one underpinned by rules and procedures. Ensuring, via recruitment processes and cultural values that this cascades through the business is critical to ensuring the group is a “good member of the community”. All directors of the group’s companies are expected to comply and are given a manual on procedures and expectations. This covers authority levels and gives guidance on appropriate behaviour. Ultimately service contracts underpin this by indicating behaviour that can be deemed a breach of contract and the directors are clear about their statutory duties as formally set out in sections 171 – 177 of the Companies Act 2006. 19 9. Maintain governance structures and processes that are fit for purpose and support good decision making by the board Corporate governance disclosures are assessed at least annually, including whether the structures and processes are fit for purpose. 10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders The AGM is a key forum for communications with any shareholders who wish to attend, and the directors are available here to listen to views expressed both formally and informally. This combined with the normal cycle of announcements is the key method of communication. The outcome of resolutions put to the AGM are published and are available on the company website. It terms of publication of results, the company uses the Stock Exchange regulatory news service (RNS) to advise the market (ie shareholders and others) of performance and significant matters. As a group we do not find social media (Facebook, twitter etc) an appropriate medium for dissemination of news due to the “sound-bite” nature of the medium. Brokers are updated and circulate notes regularly. The group has, where appropriate, communications with major institutional and private shareholders and encourages dialogue. 20 Independent Auditor’s Report to the Members of James Halstead plc Opinion Conclusions relating to going concern We have audited the financial statements of James Halstead plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 30 June 2019 which comprise the consolidated income statement, consolidated statement of comprehensive income, consolidated and parent company balance sheets, consolidated and parent company statement of changes in equity, consolidated cash flow statement and notes to the consolidated and parent company financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice). In our opinion: the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 30 June 2019 and of the group’s profit for the year then ended; the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where: the directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group’s or the parent company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Inventory valuation and provisioning As described in Note 2 (accounting policies) and Note 17 (inventories), the Group carries inventory at the lower of cost and net realisable value. Provision is made against slow moving, obsolete and damaged inventories. As at 30 June 2019, the Group held inventories of £69.9m (2018: £71.1m). judgement This area represented a key audit matter as significant management is required to assess the appropriate level of provisioning for items which may be sold below cost as a result of a reduction in consumer demand particularly in light of changing consumer tastes and new products being developed. Such judgements include management’s expectations for future sales. How we addressed the key audit matter We obtained evidence concerning management’s assumptions applied in calculating the value of inventory provisions by: 21 Challenging the Group’s inventory provisioning policy with specific consideration given to slow moving or obsolete stock lines. This involved a review of production and sales records for a sample of products to ascertain when they were last made or sold and whether they had been appropriately provided for; assessing the appropriateness of the percentages applied within the provision by reviewing historic sales and the ageing of stock and testing of a sample of inventory to confirm it is held at the lower of cost and net realisable value, through comparison to invoices and sales prices. We also reviewed the basis of stock provisioning applied by all group entities and considered whether these were being applied consistently and reflected the nature of the stock held in each location. Key observation: Our work did not highlight evidence that the level of inventory provision is inappropriate. Pension scheme assumptions As described in Note 2 (accounting policies) and Note 22 (retirement benefit obligations), the Group has a defined benefit pension plan in the UK. At 30 June 2019, the Group recorded a net retirement obligation of £19.6m (2018: £14.9m), comprising scheme assets of £63.8m (2018: £62.0m) and scheme liabilities of £83.3m (2018: £76.9m). The scheme liabilities in the current year also had to take into account a High Court ruling issued in October 2018 whereby benefits arising from Guaranteed Minimum Pensions (GMP) should be equalised. The pension valuation is dependent on market conditions and key assumptions made, in particular relating to investment markets, discount rate, inflation expectations and life expectancy assumptions. This area represented a key audit matter given that the setting of these assumptions is complex and requires the exercise of significant management judgement with the support of third party actuaries. The related sensitivities of any changes in assumptions are disclosed in note 22. How we addressed the key audit matter In testing the pension valuation, we have utilised pension actuarial experts to review the key actuarial assumptions used, both financial and demographic, and considered the appropriateness of the methodology utilised to derive these assumptions. We have used actuarial experts to benchmark the scheme assumptions against other schemes of a similar size and profile. Specifically we challenged the discount rate, inflation, mortality assumptions and the impact of the GMP equalisation applied in the calculation by using our auditor engaged pension specialists to benchmark the assumptions applied against comparable third party data and assessed the appropriateness of the assumptions in the context of the Group’s own position. We have also performed sensitivity analysis on the assumptions determined by the Directors. Furthermore, we have assessed the disclosure of the pension scheme assumptions in the financial statements against the relevant accounting framework. Key observation: We have not identified any evidence to suggest that the methodology and assumptions applied in relation to determining the pension valuation are not within an acceptable range. Our application of materiality Group materiality Group materiality Basis for 2019 2018 materiality £2.41 million £2.31 million 5% of profit before tax (2018: 5% of profit before tax We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole. Pre-tax profit is determined to be a stable basis of assessing business performance and is considered to be the most significant determinant of performance used by shareholders. Performance materiality is the application of materiality at the individual account or balance level set at an amount to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole. Performance materiality was set at £1.57m (2018: £1.52m) which represents 65% (2018: 65%) of the above materiality level. 22 Independent Auditor’s Report to the Members of James Halstead plc continued Materiality in respect of the audit of the Parent Company has been set at £2.78m (2018: £1.66m) using a benchmark of 5% of profit before tax (2018: 5% of profit before tax). Pre-tax profit is determined to be a stable basis of assessing business performance and is considered to be the most significant determinant of performance used by shareholders. For the purposes of the Group audit, the amount above was restricted to component materiality. We agreed with the Audit Committee that we would report to the committee all individual audit differences identified during the course of our audit in excess of £48,200 (2018: £46,700). We also agreed to report differences below these thresholds that, in our view, warranted reporting on qualitative grounds. An overview of the scope of our audit Our group audit was scoped by obtaining an understanding of the Group and its environment, including group-wide controls, and assessing the risks of material misstatement at the group level. Our group audit scope focused on the group’s principal operating locations being the United Kingdom, Germany and Australia. The operations in the United Kingdom were subject to a full scope audit whilst the significant components in Germany and Australia were audited to component materiality. The Germany component is audited by a non-BDO member firm. The Australian component is audited by a BDO member firm. Together with the parent company and its group consolidation, which was also subject to a full scope audit, these locations represent the principal business units of the group and account for 93% of the group’s revenue, 97% of the group’s total assets and 99% of the group’s profit before tax. Whilst materiality for the financial statements as a whole was £2.41m, each component of the group was audited to a lower level of materiality. Component materiality was in the range of £0.48m to £1.68m. Audits of the components were performed at a materiality level calculated by reference to a proportion of group materiality appropriate to the relative scale of the business concerned. The Central European operations form a significant part of group turnover and profitability. As part of our audit strategy, the Responsible Individual and senior members of the group audit team visited Germany which makes up 92% of the Central European operations. The audit visits by the Group audit team were timed to enable the Group team to be involved during the planning and risk assessment process in addition to during the completion of detailed audit procedures. During our visits, we attended key meetings with component management and auditors, and reviewed component auditor work papers. The Australian operations form a further significant part of group turnover and profits. Again the Responsible Individual and senior members of the group audit team were involved at all stages of the audit process, directing the planning and risk assessment work performed through calls with the overseas component auditors and local management. Reviews of the component auditor working papers were also completed. The remaining components of the group were considered non-significant and these components were principally subject to analytical review procedures performed by the group audit team. Other information The directors are responsible for the other information. The other information comprises the information included in the Report and Accounts 2019, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard. Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and 23 the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements. Auditor’s responsibilities for the audit of the financial statements Matters on which we are required to report by exception In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report. We have nothing to report in respect of the following matters in relation to which 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 parent company financial statements are not in agreement with the accounting records and returns; or Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A further description of our responsibilities for the audit of the financial statements is located on the Financial at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Reporting Council’s website certain disclosures of directors’ specified by law are not made; or remuneration Use of our report we have not received all the information and explanations we require for our audit. Responsibilities of directors As explained more fully in the directors’ responsibilities statement set out on page 11, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Gary Harding (Senior Statutory Auditor) For and on behalf of BDO LLP, Statutory Auditor Manchester United Kingdom 30 September 2019 BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). 24 Consolidated Income Statement for the year ended 30 June 2019 Note 2019 2018 £’000 £’000 Revenue 5 253,038 249,510 Cost of sales (144,236) (144,993) Gross profit 108,802 104,517 Selling and distribution costs (49,149) (48,087) Administration expenses (11,279) (9,282) Operating profit 48,374 47,148 Finance income 9 357 150 Finance cost 9 (455) (596) Profit before income tax 7 48,276 46,702 Income tax expense 10 (10,484) (9,994) Profit for the year attributable to equity shareholders 37,792 36,708 Earnings per ordinary share of 5p – basic 11 18.2p 17.7p – diluted 11 18.2p 17.6p All amounts relate to continuing operations. Details of dividends paid and proposed are given in note 12. 25 Consolidated Statement of Comprehensive Income for the year ended 30 June 2019 Note 2019 2018 £’000 £’000 Profit for the year 37,792 36,708 Other comprehensive income net of tax: Items that will not be reclassified subsequently to the income statement: Remeasurement of the net defined benefit liability 22 (4,546) 4,895 (4,546) 4,895 Items that could be reclassified subsequently to the income statement if specific conditions are met: Foreign currency translation differences (170) (759) Fair value movements on hedging instruments (689) 957 (859) 198 Other comprehensive income for the year net of tax (5,405) 5,093 Total comprehensive income for the year 32,387 41,801 Attributable to: Equity holders of the company 32,387 41,801 Items in the statement above are disclosed net of tax. The income tax relating to each component of other comprehensive income is disclosed in note 10. 26 Consolidated Balance Sheet as at 30 June 2019 Note 2019 2018 £’000 £’000 Non-current assets Property, plant and equipment 14 37,449 36,324 Intangible assets 15 3,232 3,232 Deferred tax assets 16 3,261 2,674 43,942 42,230 Current assets Inventories 17 69,921 71,096 Trade and other receivables 18 32,816 32,040 Derivative financial instruments 26 372 971 Cash and cash equivalents 19 68,664 50,679 171,773 154,786 Total assets 215,715 197,016 Current liabilities Trade and other payables 20 58,354 48,721 Derivative financial instruments 26 684 119 Current income tax liabilities 3,419 3,769 62,457 52,609 Non-current liabilities Retirement benefit obligations 22 19,582 14,899 Borrowings 21 200 200 Other payables 20 419 491 20,201 15,590 Total liabilities 82,658 68,199 Net assets 133,057 128,817 Equity Equity share capital 23 10,407 10,399 Equity share capital (B shares) 23 160 160 10,567 10,559 Share premium account 4,044 3,805 Capital redemption reserve 1,174 1,174 Currency translation reserve 5,265 5,435 Hedging reserve (21) 668 Retained earnings 112,028 107,176 Total equity attributable to shareholders of the parent 133,057 128,817 The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 September 2019. M Halstead G R Oliver Director Director James Halstead plc Registration Number 140269 27 Consolidated Statement of Changes in Equity for the year ended 30 June 2019 Capital Currency Share Share redemption translation Hedging Retained Total capital premium reserve reserve reserve earnings equity £'000 £'000 £'000 £'000 £’000 £’000 £'000 Balance at 30 June 2017 10,553 3,615 1,174 6,194 (289) 92,813 114,060 Profit for the year – – – – – 36,708 36,708 Remeasurement of the net defined benefit liability – – – – – 4,895 4,895 Foreign currency translation differences – – – (759) – – (759) Fair value movements on hedging instruments – – – – 957 – 957 Total comprehensive income for the year – – – (759) 957 41,603 41,801 Transactions with equity shareholders Dividends – – – – – (27,245) (27,245) Issue of share capital 6 190 – – – – 196 Share based payments – – – – – 5 5 Balance at 30 June 2018 10,559 3,805 1,174 5,435 668 107,176 128,817 Profit for the year – – – – – 37,792 37,792 Remeasurement of the net defined benefit liability – – – – – (4,546) (4,546) Foreign currency translation differences – – – (170) – – (170) Fair value movements on hedging instruments – – – – (689) – (689) Total comprehensive income for the year – – – (170) (689) 33,246 32,387 Transactions with equity shareholders Dividends – – – – – (28,405) (28,405) Issue of share capital 8 239 – – – – 247 Share based payments – – – – – 11 11 Balance at 30 June 2019 10,567 4,044 1,174 5,265 (21) 112,028 133,057 28 Consolidated Cash Flow Statement for the year ended 30 June 2019 2019 2018 £’000 £’000 Profit for the year attributable to equity shareholders 37,792 36,708 Income tax expense 10,484 9,994 Profit before income tax 48,276 46,702 Finance cost 455 596 Finance income (357) (150) Operating profit 48,374 47,148 Depreciation 3,105 3,055 Loss on sale of property, plant and equipment 16 31 Decrease in inventories 1,449 1,247 (Increase) in trade and other receivables (621) (1,093) Increase/(decrease) in trade and other payables 9,033 (11,448) Defined benefit pension scheme service cost 564 497 Defined benefit pension scheme employer contributions paid (1,780) (1,517) Changes in fair value of financial instruments 281 250 Share based payments 11 5 Cash inflow from operations 60,432 38,175 Interest received 357 150 Interest paid (33) (36) Taxation paid (10,487) (9,642) Cash inflow from operating activities 50,269 28,647 Purchase of property, plant and equipment (4,263) (3,567) Proceeds from disposal of property, plant and equipment 107 232 Cash outflow from investing activities (4,156) (3,335) Equity dividends paid (28,405) (27,245) Shares issued 247 196 Cash outflow from financing activities (28,158) (27,049) Net increase/(decrease) in cash and cash equivalents 17,955 (1,737) Effect of exchange differences 30 (116) Cash and cash equivalents at start of year 50,679 52,532 Cash and cash equivalents at end of year 68,664 50,679 29 Notes to the Consolidated Financial Statements 1. General information James Halstead plc (“the company” or “the parent company”) is a limited liability company, registered in England and Wales, domiciled in the United Kingdom and listed on AIM on the London Stock Exchange. The address of its registered office is Beechfield, Hollinhurst Road, Radcliffe, Manchester, M26 1JN. Accounting policies 2. Basis of preparation The group financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs and IFRIC interpretations) as endorsed by the European Union (“endorsed IFRS”) and with those parts of the Companies Act 2006 applicable to companies preparing their accounts under endorsed IFRS. The company financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework, and are presented separately following the group financial statements. The group financial statements have been prepared on the historical cost basis as modified by the valuation of certain financial assets and financial liabilities (including derivative instruments) at fair value. Basis of consolidation The group financial statements consolidate the financial statements of the parent company and all its subsidiaries, as if they formed a single entity. Subsidiaries are entities controlled by the group. Control exists if all three of the following elements are present: power over the entity, exposure to variable returns from the entity, and the ability to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control. Control is normally achieved by a majority shareholding. The company, directly or through an intermediate subsidiary owned 100% of the share capital of all of its subsidiaries. The results of subsidiaries acquired are consolidated from the date on which control passes to the group. The results of disposed subsidiaries are consolidated up to the date on which control passes from the group. All intra- group transactions and balances are eliminated on consolidation. Recent accounting developments The financial statements are prepared in accordance with International Financial Reporting Standards and interpretations in force at the reporting date. The group has not adopted any standards or interpretations in advance of the required implementation dates. The following standards were adopted in the period. IFRS 9 Financial Instruments replaces IAS 39 Financial Instruments: Recognition and Measurement, and is effective for accounting periods beginning on or after 1 January 2018. The final standard contains new requirements which cover classification and measurement, impairment, and hedge accounting. The recognition and derecognition requirements for financial assets and financial liabilities are unchanged from IAS 39. In particular IFRS 9 sets out a new forward looking expected credit loss model which replaces the incurred loss model in IAS 39. There was no significant effect of adopting this standard. The provision under the expected credit loss model was not significantly different to the incurred loss model. IFRS 15 Revenue from contracts with customers replaces IAS 18 Revenue and IAS 11 Construction contracts and related interpretations, and is effective for accounting periods beginning on or after 1 January 2018. The standard establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Revenue is recognised when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. There was no significant effect of adopting this standard. Revenue continues to be recognised on the despatch of goods to the customer which is when control of the goods passes to the customer. The following new standards, interpretations and amendments, which are not yet effective and have not been adopted early in these financial statements, will or may have an effect on the group’s future financial statements: IFRS 16 Leases replaces the existing accounting requirements in IAS 17 Leases, and is effective for accounting periods beginning on or after 1 January 2019. A single model for lessees will be required, eliminating off balance sheet accounting for non-exempt operating leases. Related lease assets and liabilities will therefore come onto the balance sheet and the presentation and timing of income and expense recognition in the income statement will change. When the standard is adopted the operating lease charge 30 Notes to the Consolidated Financial Statements continued 2. Accounting policies (continued) Recent accounting developments (continued) will be replaced by a depreciation charge and a finance cost. The operating lease committments will be discounted and the resulting right-of-use assets and lease liabilities will be recognised in the balance sheet. The standard will be implemented with effect from 1 July 2019 using the modified retrospective approach. There will be no restatement of comparative period information. The lease liability and right-of-use asset to be recognised on implementation has been provisionally estimated at £8.9 million. There is not expected to be any significant effect on profit before tax. Segment reporting Operating segments are those segments for which results are reviewed by the group’s chief operating decision maker (CODM) to assess performance and make decisions about resources to be allocated. The CODM is the group board which meets regularly throughout the year to discuss the performance and results of the group as a whole. The business of the group is the manufacture and distribution of flooring products. The group operates through separate legal entities in certain areas of the world and in order to provide information in a structured manner to readers of the accounts who are unfamiliar with the internal management reporting of the group, these operations are discussed by the chief executive in his report. However, the directors consider that under the definitions contained within IFRS 8 there is only one reportable segment, which is the group as a whole. This is consistent with the core principle of IFRS 8, which is to disclose information to enable users of the financial statements to evaluate the nature and financial effects of the business activities in which the group engages and the economic activities in which it operates. Foreign currencies Functional and presentation currency – the group’s consolidated financial statements are presented in pounds sterling, the functional currency of the parent company, being the currency of the primary economic environment in which the parent company operates. Transactions and balances – transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are reported at the rates of exchange prevailing at the balance sheet date. Exchange differences on retranslating monetary assets and liabilities are recognised in the income statement except where they relate to qualifying cash flow hedges, in which case the exchange differences are deferred in equity. Foreign subsidiaries – the results of foreign subsidiaries (none of which has the currency of a hyperinflationary economy), that have a functional currency different from the group’s presentation currency, are translated at the average rates of exchange for the year. Assets and liabilities of foreign subsidiaries, that have a functional currency different from the group’s presentation currency, are translated at the exchange rates prevailing at the balance sheet date. Exchange differences arising from the translation of the results of foreign subsidiaries and their opening net assets are recognised as a separate component of equity. When a foreign subsidiary is sold the cumulative exchange differences relating to the retranslation of the net investment in that foreign subsidiary are recognised in the income statement as part of the gain or loss on disposal. This applies only to exchange differences recorded in equity after 1 July 2006. Exchange differences arising prior to 1 July 2006 remain in equity on disposal as permitted by IFRS 1. Intangible assets Goodwill – goodwill arising on the acquisition of a subsidiary undertaking is the excess of the aggregate of the fair value of the consideration transferred, the fair value of any previously held interests, and the recognised value of the non-controlling interest in the acquiree over the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed. Goodwill is reviewed for impairment at least annually and when there are indications that the carrying amount may not be recoverable. For the purpose of impairment review, goodwill is allocated to the relevant cash generating unit (CGU) within the group. An impairment loss is recognised if the carrying value of the goodwill or its CGU exceeds its recoverable amount. Any impairment loss is recognised immediately in the income statement and is not subsequently reversed. On disposal of a subsidiary, the attributable amount of goodwill is included in the calculation of the profit or loss on disposal. Goodwill arising on acquisitions before the date of transition to IFRS has been retained at the UK GAAP value as at that date having been reviewed for impairment at that date and subsequently at least annually. 31 Accounting policies (continued) 2. Taxation Income tax on the profit for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income. Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to taxation authorities based on tax rates and laws that are enacted at the balance sheet date. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their corresponding book values as recorded in the group’s financial statements with the following exceptions: where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss; deferred income tax assets are recognised only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilised; deferred income tax is not provided on unremitted earnings of foreign subsidiaries where there is no likelihood to remit the earnings. Deferred income tax assets and liabilities are based on tax rates and laws that are substantively enacted at the balance sheet date. Share-based payments The group grants share options to certain of its employees. An expense in relation to such options based on their fair value at the date of grant, is recognised over the vesting period. The group uses the Black Scholes model for the purpose of computing fair value. Inventories Inventories are measured at the lower of cost and net realisable value on a weighted average cost basis. Cost includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of finished and partly finished goods, cost represents the cost of raw materials, direct labour, other direct costs and related production overheads on bases consistently applied from year to year. In all cases provision is made for obsolete, slow-moving or defective items where appropriate. Financial assets and liabilities Financial assets comprise trade and other receivables and cash and cash equivalents. Financial liabilities comprise trade and other payables. Trade and other receivables Trade and other receivables are non-interest bearing and are initially stated at fair value and then subsequently at amortised cost less provision for lifetime expected credit losses using the simplified approach in IFRS 9. Estimated irrecoverable amounts are based on historical experience and forward looking information, together with specific amounts that are not expected to be collectable. Individual amounts are written off when management deems them not to be collectible. Cash and cash equivalents Cash and cash equivalents include cash in hand, deposits held at call with banks, short-term (with an original maturity of three months or less) deposits and bank overdrafts. Bank overdrafts are disclosed as current liabilities except where the group participates in offset arrangements with certain banks whereby cash and overdraft amounts are offset against each other. Cash and cash equivalents are held at amortised cost. Trade and other payables Trade and other payables are non-interest bearing and are initially stated at fair value and then subsequently at amortised cost. Pension scheme arrangements The group operates several defined contribution pension schemes and a defined benefit pension scheme for certain of its United Kingdom domiciled employees. 32 Notes to the Consolidated Financial Statements continued Accounting policies (continued) 2. Pension scheme arrangements (continued) A defined contribution scheme is a scheme in which the group pays contributions into publicly or privately administered schemes on a voluntary, statutory or contractual basis. The group has no further payment obligations once the contributions have been made. The amount charged to the income statement is the contribution payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as receivables or payables in the balance sheet. A defined benefit scheme is a scheme in which the amount of pension benefit that an employee will receive on retirement is defined. For the defined benefit scheme, pension costs and the costs of providing other post retirement benefits are charged to the income statement in accordance with the advice of qualified independent actuaries. Past service costs are recognised immediately in the income statement. The service cost is charged against operating profit and the net interest cost is charged as a finance cost. The net interest cost is calculated using the discount rate at the beginning of the period. The retirement benefit obligations recognised on the balance sheet represent the difference between the fair value of the scheme’s assets and the present value of the scheme’s defined benefit obligations measured at the balance sheet date. The defined benefit obligation is calculated annually by independent actuaries using the projected unit method. Remeasurements of the net defined benefit liability are recognised in the period in which they arise in other comprehensive income. Property, plant and equipment Property, plant and equipment is recorded at cost less subsequent depreciation and impairment except for land which is shown at cost less any impairment. Cost includes expenditure that is directly attributable to the acquisition of the asset. The group has taken advantage of the exemption under IFRS 1 not to restate property previously revalued under UK GAAP and to treat these earlier revaluations as deemed cost. Depreciation is calculated on the depreciable amount (being cost less the estimated residual value) on a straight line basis over the estimated useful lives of the assets as follows: Freehold land: Not depreciated Freehold buildings: 10 to 50 years Plant and equipment: 2 to 20 years Residual values and useful lives are reviewed at each group balance sheet date for continued appropriateness and indications of impairment and adjusted if appropriate. Revenue recognition Revenue is from the sales of flooring products and is recognised at the point in time when control of the products has been transferred to the customer. Sales are recognised on despatch of the goods to the customer. Sales are invoiced at the time of despatch and payment terms are based on the invoice date. Payment terms vary by customer, but do not exceed six months. Revenue is stated after provision for trade discounts and rebates due on the sales. Revenue excludes VAT and sales taxes. Research and development Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognised in the income statement as an expense as incurred. Development expenditure not meeting all the criteria for capitalisation contained in IAS 38 – Intangible Assets, is recognised in the income statement as an expense as incurred. Dividends Interim dividends are recognised when they are paid. Final dividends are recognised when they are approved by the shareholders. Leases Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are accounted for as operating leases. Payments made under such leases are charged to the income statement on a straight line basis over the period of the lease. 33 Accounting policies (continued) 2. Derivative financial instruments and hedging The group uses derivative financial instruments to hedge its exposure to foreign currency transactional risk. In accordance with its treasury policy the group does not hold or issue derivative financial instruments for trading purposes. Derivative financial instruments are recorded at fair value on the date the derivative contract is entered into and are subsequently remeasured at fair value at each group balance sheet date. The method by which any gain or loss arising from remeasurement is recognised depends on whether the instrument is designated as a hedging instrument and, if so, the nature of the item being hedged. The group recognises an instrument as a hedging instrument by documenting at the inception of the transaction the relationship between the instrument and the hedged items and the objectives and strategy for undertaking the hedging transaction. To be designated as a hedging instrument, an instrument must also be assessed, at inception and on an ongoing basis, to be highly effective in offsetting changes in cash flows of hedged items. For derivatives not used in hedging transactions, the gain or loss on remeasurement of fair value is recognised immediately in the income statement. Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or of a highly probable forecast future transaction, the gain or loss on remeasurement which relates to the portion of the hedge which is deemed effective is recognised directly in equity, with the balance of the gain or loss, relating to the ineffective portion, being recognised immediately in the income statement. Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item affects profit or loss. The fair value of forward foreign exchange contracts is determined using forward exchange market rates at the balance sheet date. Financial risk management 3. Financial risk and treasury policies A full description of the James Halstead plc group’s treasury policy is contained in the financial director’s review. The group’s activities expose it to a number of financial risks as detailed below. These risks are managed, with the objective of limiting adverse effects, from the group’s head office in accordance with policies determined by and decisions made by the group board. There have been no changes in financial risks from the previous year. Market risks Market risk is the risk that changes in market prices, such as currency exchange rates and interest rates will affect the group’s results. The objective of market risk management is to control it within suitable parameters. (a) Foreign exchange risk The group operates internationally and is exposed to foreign currency risk on sales and purchases that are denominated in a currency other than the functional currency of the entity making the sale or purchase. There are a range of currencies giving rise to this risk, but most significant is the euro. To mitigate risks associated with future exchange rate fluctuations, the group’s policy is to use forward exchange contracts to hedge its known and certain forecast transaction exposures based on historical experience and projections. The group hedges at least 25% but rarely more than 100% of the next twelve months’ anticipated exposure. (b) Interest rate risk The group does not use derivative financial instruments to mitigate its exposure to interest rate risk. The main element of interest rate risk concerns sterling deposits which are made on floating market based rates and short-term overdrafts in foreign currencies which are also on floating rates. 34 Notes to the Consolidated Financial Statements continued Financial risk management (continued) 3. Credit risk Credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the group’s trade receivables from customers and monies on deposit with financial institutions. With regard to trade receivables, the group is not subject to significant concentration of credit risk. Exposure is spread across a large number of companies and the underlying local economic and sovereign risks vary across the world. Trade receivable exposures are managed locally in the individual operating units where they arise and credit limits are set as deemed appropriate. Where practicable and deemed necessary the group endeavours to minimise credit risks by the use of trade finance instruments such as letters of credit and insurance. The group controls credit risk in relation to counterparties to other financial instruments by dealing only with highly rated financial institutions. The group’s maximum credit exposure on financial assets is represented by their book value. Liquidity risk Liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due. The group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due. Capital risk The group’s objectives in managing capital are to safeguard the ability of all entities within the group to continue as going concerns, whilst maximising the overall return to shareholders over time. The capital structure of the group consists of equity attributable to equity holders of the parent company less cash and cash equivalents. The group will only usually take on borrowings where those borrowings would be financed by the cash expected to be generated by the related investment opportunity and where the borrowing would not significantly increase the group’s exposure to risk. At the year end the group had preference shares classified as debt of £200,000 and no other debt. Critical accounting estimates and judgements 4. The preparation of financial statements in conformity with generally accepted accounting principles requires the use of certain estimates and associated assumptions that affect the application of policies, the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best assessments of amounts, events or actions, actual results may ultimately differ from those estimates. The estimates and underlying assumptions are reviewed on a regular and ongoing basis. There are no significant judgements. The estimates that have had the most significant effect on the amounts included in these consolidated financial statements are as follows: 35 Critical accounting estimates and judgements (continued) 4. Inventories For financial reporting purposes the group evaluates its inventory to ensure it is carried at the lower of cost or net realisable value. Provision is made against slow moving, obsolete and damaged inventories. Damaged inventories are identified and written down through the inventory counting procedures conducted within each business. Provision for slow moving and obsolete inventories is assessed by each business as part of their ongoing financial reporting. Obsolescence is assessed based on comparison of the level of inventory holding to the projected likely future sales. Future sales are assessed based on historical experience, and adjusted where the market conditions are known to have changed. To the extent that future events impact the saleability of inventory these provisions could vary significantly. For example, changes in specifications or regulations may render inventory, previously considered to have a realisable value in excess of cost, obsolete and require such inventory to be fully written off. Expected credit losses Provision is made against trade receivables for lifetime expected credit losses using the simplified approach in IFRS 9. Within each of the operating units, assessment is made locally of the recoverability of trade receivables based on a range of factors including the age of the receivable, the creditworthiness of the customer and forward looking information. Determining the recoverability of an account involves estimation as to the likely financial condition of the customer and their ability to subsequently make payment. If the group is cautious as to the financial condition of the customer the group may provide for accounts that are subsequently recovered. Similarly, if the group is optimistic as to the financial condition of the customer, the group may not provide for an account that is subsequently determined to be irrecoverable. In recent years the group has not experienced significant variation in the amount charged to the income statement in respect of doubtful accounts, when compared to sales. Further details are provided in note 18. Income taxes In determining the group’s provisions for income tax and deferred tax it is necessary to consider transactions in a small number of key tax jurisdictions for which the ultimate tax determination is uncertain. To the extent that the final outcome differs from the tax that has been provided, adjustments will be made to income tax and deferred tax provisions held in the period the determination is made. Retirement benefit obligations The liability recognised in respect of retirement benefit obligations is dependent on a number of estimates including those relating to mortality, inflation, salary increases, and the rate at which liabilities are discounted. Any change in these assumptions would impact the retirement benefit obligations recognised. Further details on these estimates are provided in note 22. 36 Notes to the Consolidated Financial Statements continued Segmental information 5. Operating segments are those segments for which results are reviewed by the group’s chief operating decision maker (CODM) to assess performance and make decisions about resources to be allocated. The CODM is the group board which meets regularly throughout the year to discuss the performance and results of the group as a whole. The business of the group is focussed almost entirely on the manufacture and distribution of flooring products. The directors consider that under the definitions contained within IFRS 8 there is only one reportable segment, which is the group as a whole. This is consistent with the core principle of IFRS 8, which is to disclose information to enable users of the financial statements to evaluate the nature and financial effects of the business activities in which the group engages and the economic activities in which it operates. Therefore the majority of the disclosures required under IFRS 8 have already been given in these financial statements. Segment assets comprise property, plant and equipment and intangibles. Geographical disclosures in respect of revenues and segment assets are provided below and include revenue for Germany of £53,293,000 (2018: £57,545,000) and assets in Germany of £9,899,000 (2018: £10,011,000). Revenue United Kingdom Europe and Scandinavia Australasia and Asia Rest of the World Assets United Kingdom Europe and Scandinavia Australasia and Asia Rest of the World Total segment assets Deferred tax assets Total non-current assets Revenue is by location of customer. Assets are by location of asset. 2019 £’000 88,571 108,097 35,396 20,974 2018 £’000 82,608 109,488 37,700 19,714 253,038 249,510 2019 £’000 27,727 11,249 1,667 38 40,681 3,261 43,942 2018 £’000 26,384 11,334 1,801 37 39,556 2,674 42,230 37 Employee profit share 6. Profit for the year is after charging the cost of the James Halstead plc share ownership plan. Since 1980 the group has operated an employee share scheme, approved under the Finance Act 1978. In December 2001 the shareholders approved a new share ownership plan in line with the requirements of legislative changes. The aim of this scheme is to enable employees to build up a personal shareholding in James Halstead plc and to participate in its continued expansion and success as shareholders as well as employees. As members of the scheme the following directors received shares to the value of, Mr M Halstead £nil and Mr G R Oliver £nil. Profit before income tax 7. Profit before tax is stated after charging/(crediting) the following: Depreciation of property, plant and equipment Loss on disposal of property, plant and equipment Operating lease rentals – land and buildings Operating lease rentals – other Research and development Fees payable to the group’s auditor for the audit of the parent company and consolidated financial statements Fees payable to the group’s auditor and its associates for other services: The audit of the group’s subsidiaries pursuant to legislation Taxation compliance Taxation advisory Other services 2019 £’000 3,105 16 2,537 1,268 1,588 50 112 43 10 1 2018 £’000 3,055 31 2,398 1,040 3,135 42 107 39 – 4 38 Notes to the Consolidated Financial Statements continued 8. Staff costs and numbers Staff costs comprised: Wages and salaries Social security costs Pension costs – defined benefit scheme – defined contribution schemes Share based payments The average monthly number of employees during the year was: Manufacturing, selling and distribution Administration The directors’ remuneration was: Salary or fees Bonuses Benefits Total remuneration excluding pension contributions Pension contributions 9. Finance income/(cost) Bank deposit interest Other interest Finance income Preference share dividend Other interest Net pension interest cost Finance cost Net finance cost 2019 £’000 36,755 4,357 564 877 11 42,564 2018 £’000 34,209 4,107 497 844 5 39,662 2019 Number 2018 Number 699 151 850 2019 £’000 934 892 8 1,834 35 1,869 2019 £’000 350 7 357 (11) (22) (33) (422) (455) (98) 685 143 828 2018 £’000 955 860 13 1,828 54 1,882 2018 £’000 141 9 150 (11) (25) (36) (560) (596) (446) 10. Income tax expense Current tax Current tax – current year Current tax – adjustments in respect of prior years Deferred tax Deferred tax – current year Deferred tax – adjustments in respect of prior years 39 2018 £’000 10,245 (688) 9,557 276 161 437 2019 £’000 10,583 (447) 10,136 254 94 348 Total taxation 10,484 9,994 The effective tax rate for the year to 30 June 2019 is higher (2018: higher) than the standard rate of corporation tax in the UK. The differences are explained below: Profit before tax Profit before tax multiplied by the standard rate of corporation tax in the UK of 19% (2018: 19%) Effects of: Adjustments to tax in respect of prior periods Overseas tax rates Disallowable items Other items Total taxation 2019 £’000 2018 £’000 48,276 46,702 9,172 8,873 (353) 1,451 240 (26) 10,484 (527) 1,428 246 (26) 9,994 In addition to the amounts above £931,000 has been credited (2018: £1,003,000 charged) as other comprehensive income in respect of the remeasurement of the net defined benefit liability, and has been netted off the amounts shown in the Consolidated Statement of Comprehensive Income. The UK corporation tax rate will change from 19% to 17% on 1 April 2020. The UK deferred tax balances are measured at 17% (2018: 17%). 40 Notes to the Consolidated Financial Statements continued 11. Earnings per share Profit for the year attributable to equity shareholders Weighted average number of shares in issue Dilution effect of outstanding share options Diluted weighted average number of shares Basic earnings per 5p ordinary share Diluted earnings per 5p ordinary share 12. Dividends Equity dividends Interim dividend for current year of 4.00p (2018: 3.85p) Final dividend for previous year of 9.65p (2018: 9.25p) Amounts recognised as distributions to equity shareholders in the year 2019 £’000 37,792 2018 £’000 36,708 208,071,633 207,965,693 70,667 121,068 208,142,300 208,086,761 18.2p 18.2p 17.7p 17.6p 2019 £’000 8,325 20,080 28,405 2018 £’000 8,007 19,238 27,245 A final dividend of 10.00p per share for the year ended 30 June 2019, amounting to £20,813,000, will be proposed at the Annual General Meeting. This dividend is not reflected in these financial statements as it is not approved at the balance sheet date. 13. Profit of the parent company The company has taken advantage of the provisions of Section 408 of the Companies Act 2006 and elected not to present its own profit and loss account. The profit after taxation for the financial year dealt with in the financial statements of the company was £55,617,000 (2018: £32,994,000). The aggregate amount of directors’ emoluments excluding pension contributions was £1,834,000 (2018: £1,828,000) of which the highest paid director’s emoluments were £878,000 (2018: £846,000). The directors’ salaries or fees for the year ended 30 June 2019 were Mr J A Wild £40,000, Mr M Halstead £428,000, Mr G R Oliver £401,000, Mr S D Hall £25,000, Mr M J Halstead £20,000 and Mr R P Whiting £20,000. 14. Property, plant and equipment Cost At 30 June 2017 Additions Disposals Exchange differences At 30 June 2018 Additions Disposals Exchange differences At 30 June 2019 Depreciation At 30 June 2017 Charge for the year Disposals Exchange differences At 30 June 2018 Charge for the year Disposals Exchange differences At 30 June 2018 Net book value At 30 June 2017 At 30 June 2018 At 30 June 2019 41 Total £’000 95,770 3,567 (4,312) (79) 94,946 4,263 (723) 160 98,646 59,667 3,055 (4,049) (51) 58,622 3,105 (600) 70 61,197 36,103 36,324 37,449 Freehold land and buildings £’000 Plant and equipment £’000 27,572 65 – 71 27,708 224 – 120 28,052 8,421 709 – 19 9,149 658 – 37 9,844 19,151 18,559 18,208 68,198 3,502 (4,312) (150) 67,238 4,039 (723) 40 70,594 51,246 2,346 (4,049) (70) 49,473 2,447 (600) 33 51,353 16,952 17,765 19,241 42 Notes to the Consolidated Financial Statements continued 15. Intangible assets Cost and net book value at 30 June 2017, 2018 and 2019 Goodwill £’000 3,232 An impairment review of goodwill was done by reference to value in use. Value in use was determined using conservative ten year cash flow projections, based on current levels of profitability and assumed conservative growth rates of 0% to 5% and a discount rate of 4%, which is the cost of capital for the group. The result of the review indicated that no impairment was required. 16. Deferred tax assets and liabilities At 30 June 2017 Credited/(charged) to income Charged to other comprehensive income Exchange differences At 30 June 2018 Credited/(charged) to income Credited to other comprehensive income Exchange differences At 30 June 2019 Pension scheme deficit £’000 Accelerated tax depreciation £’000 Property revaluation £’000 Other timing differences £’000 3,614 (78) (1,003) – 2,533 (135) 931 – 3,329 (576) (120) – – (696) (120) – – (816) (603) – – – (603) – – – (603) 1,716 (239) – (37) 1,440 (93) – 4 1,351 Total £’000 4,151 (437) (1,003) (37) 2,674 (348) 931 4 3,261 Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets against current tax liabilities and the deferred income taxes relate to the same tax authority. All deferred tax assets and liabilities are analysed as non- current. 17. Inventories Raw materials and consumables Work in progress Finished goods 2019 £’000 4,625 1,515 63,781 69,921 2018 £’000 4,046 1,539 65,511 71,096 An amount of £1,557,000 has been charged (2018: £2,625,000 charged) to the income statement in respect of movements in inventory write-downs. The cost of inventory recognised as an expense was £144,236,000 (2018: £144,993,000). 18. Trade and other receivables Trade receivables Other receivables Prepayments 43 2019 £’000 29,000 1,361 2,455 32,816 2018 £’000 28,315 1,261 2,464 32,040 All amounts within trade and other receivables are due within one year. The fair value of amounts included in trade and other receivables approximates to book value. The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable. The group does not hold any collateral as security. The group’s trade receivables are stated after a provision for expected credit losses of £2,034,000 (2018: £3,072,000). The provision against trade receivables for expected credit losses is based on specific risk assessments taking into account past default experience and appropriate forward looking information. The provision is analysed as follows: At 1 July Exchange movements (Credited)/charged to income At 30 June Not past due Up to three months past due Over three months past due Loss rate 2019 % 1 18 100 Gross 2019 £’000 25,883 4,048 1,103 31,034 Provision 2019 £’000 219 712 1,103 2,034 Loss rate 2018 % 0 35 100 The maximum exposure to credit risk for trade and other receivables by currency was: Sterling Euro Australian Dollars New Zealand Dollars Norwegian Krone US Dollars Hong Kong Dollars Other currencies Total 2019 £’000 3,072 6 (1,044) 2,034 Gross 2018 £’000 25,681 4,220 1,486 31,387 2019 £’000 9,011 11,318 3,198 934 604 2,732 482 2,082 30,361 2018 £’000 3,202 (11) (119) 3,072 Provision 2018 £’000 128 1,458 1,486 3,072 2018 £’000 7,158 12,270 3,416 922 554 2,203 820 2,233 29,576 44 Notes to the Consolidated Financial Statements continued 19. Cash and cash equivalents The fair values of cash and cash equivalents approximate to book value due to their short maturities. The currency analysis of cash and cash equivalents is as follows: Sterling Euro Australian Dollars New Zealand Dollars Norwegian Krone US Dollars Other currencies Total 20. Trade and other payables Amounts falling due within one year Trade payables Value added, payroll and other taxes Other payables Accruals Amounts falling due after more than one year Other payables The fair value of amounts included in trade and other payables approximates to book value. 21. Borrowings Non-current liabilities Preference shares 2019 £’000 53,123 4,845 1,588 407 468 6,968 1,265 68,664 2019 £’000 41,971 3,504 1,048 11,831 58,354 2018 £’000 38,530 1,341 2,314 419 612 6,597 866 50,679 2018 £’000 32,610 3,060 1,059 11,992 48,721 419 491 2019 £’000 2018 £’000 200 200 All items included within borrowings are denominated in pounds sterling. The cumulative preference shares have no fixed repayment date. They are not listed and therefore no market price is available. At 30 June 2019 and 30 June 2018 the fair value of the preference shares was not materially different from their book value. 45 22. Retirement benefit obligations In the UK the group operates a defined benefit pension scheme which was closed to new members in 2002. In addition some employees both in the UK and overseas are provided with retirement benefits through defined contribution arrangements. Executive directors Mr M Halstead and Mr G R Oliver are members of the defined benefit scheme and the employer pension contributions for the year were £28,000 and £7,000 respectively. At 30 June 2019 the accrued pension for the highest paid director was £118,000 and the transfer value of this accrued benefit was £2,573,000. Disclosures relating to the defined benefits pension scheme are as follows: The company sponsors the Halstead Group Pension Scheme, a funded defined benefit pension scheme in the UK. The scheme is administered within a trust which is legally separate from the company. Trustees are appointed by both the company and the scheme’s membership and act in the interest of the scheme and all relevant stakeholders, including the members and the company. The trustees are also responsible for the investment of the scheme’s assets. Existing members accrue an annual pension of 1/60th or 1/80th (depending on category) of final salary for each year of pensionable service, increasing in line with inflation whilst in payment. On the death of an active member the scheme provides the widow(er) a lump sum and a spouse’s pension. Members who leave service before retirement are entitled to a deferred pension. Active members of the scheme pay contributions at the rate of either 7.5% or 6% of salary depending on category and the company pays the balance of the cost as determined by regular actuarial valuations. The scheme poses a number of risks to the company, for example, longevity risk, investment risk, interest rate risk, inflation risk and salary risk. The trustees are aware of these risks and use various techniques to control them. The trustees have a number of internal control policies including a risk register, which are in place to manage and monitor the various risks they face. The scheme is subject to regular actuarial valuations, which are usually carried out every three years. These actuarial valuations are carried out in accordance with the requirements of the Pensions Act 2004 and so include margins for prudence. This contrasts with these accounting disclosures, which are determined using best estimate assumptions. The last formal actuarial valuation was carried out as at 5 April 2017. The results of that valuation have been projected forward to 30 June 2019 by a qualified independent actuary. The figures in the following disclosure were measured using the Projected Unit Method. On 26 October 2018, the High Court reached a judgement in relation to Lloyds Banking Group’s defined benefit pension schemes which concluded that schemes should equalise pension benefits for men and women as regards guaranteed minimum pension benefits. The impact of this judgement on the scheme has been estimated and included in the pension liability at 30 June 2019. Principal actuarial assumptions at the balance sheet date Discount rate at end of year Future salary increases Future pension increases Rate of inflation – RPI – CPI Future expected lifetime of current pensioner at age 65: Male born in 1954 Female born in 1954 Future expected lifetime of future pensioner at age 65: Male born in 1974 Female born in 1974 2019 2018 2.40% 1.90% 3.00% 3.10% 1.90% 2.85% 1.80% 2.90% 3.00% 1.80% 21.7 years 24.1 years 21.6 years 24.1 years 22.5 years 25.1 years 22.4 years 25.0 years 46 Notes to the Consolidated Financial Statements continued 22. Retirement benefit obligations (continued) The sensitivities of the principal assumptions used to measure the scheme liabilities are as follows: Assumption Discount rate Rate of inflation Expected lifetime Change in assumption Decrease by 0.1% Increase by 0.1% Increase by 1 year Impact on scheme liabilities Increase by £1.3m Increase by £0.8m Increase by £3.6m The sensitivities may not be representative of the actual change in the present value of the scheme obligations, as it is unlikely that the change in assumptions would occur in isolation of each other, as the assumptions may be linked. Amounts recognised in the balance sheet Present value of funded obligations Fair value of scheme assets Net liability before deferred taxation Related deferred tax asset Net liability after deferred taxation Amounts recognised in the income statement Current service cost Net interest cost Amounts recognised in other comprehensive income Return on assets excluding amount included in net interest cost (Loss)/gain arising from changes in financial assumptions (Loss)/gain arising from changes in demographic assumptions Experience (loss)/gain Deferred tax Remeasurement of the net defined benefit liability The actual return on the scheme assets in the year was a £3,051,000 gain (2018: £2,855,000 gain). Changes in the present value of the scheme assets Opening fair value of scheme assets Interest income Return on assets excluding interest income Employer contributions Employee contributions Benefits paid 2019 £’000 (83,336) 63,754 (19,582) 3,329 (16,253) 2019 £’000 (564) (422) (986) 2019 £’000 1,303 (6,469) (280) (31) (5,477) 931 (4,546) 2019 £’000 61,963 1,748 1,303 1,780 212 (3,252) 63,754 2018 £’000 (76,862) 61,963 (14,899) 2,533 (12,366) 2018 £’000 (497) (560) (1,057) 2018 £’000 1,232 2,374 – 2,292 5,898 (1,003) 4,895 2018 £’000 61,113 1,623 1,232 1,517 197 (3,719) 61,963 47 2018 £’000 (82,370) (497) (2,183) (197) 2,374 – 2,292 3,719 2019 £’000 (76,862) (564) (2,170) (212) (6,469) (280) (31) 3,252 (83,336) (76,862) 2019 £’000 (14,899) (564) (422) 1,303 (6,469) (280) (31) 1,780 2018 £’000 (21,257) (497) (560) 1,232 2,374 – 2,292 1,517 (19,582) (14,899) 2019 £’000 13,104 43,426 6,944 280 63,754 2018 £’000 11,976 42,894 6,583 510 61,963 22. Retirement benefit obligations (continued) Changes in the present value of the scheme obligations Opening defined benefit obligations Service cost Interest cost Employee contributions (Loss)/gain arising from changes in financial assumptions (Loss)/gain arising from changes in demographic assumptions Experience (loss)/gain Benefits paid Changes in the net defined benefit liability Opening net defined benefit liability Service cost Net interest cost Return on assets excluding interest income (Loss)/gain arising from changes in financial assumptions (Loss)/gain arising from changes in demographic assumptions Experience (loss)/gain Employer contributions Major categories of scheme assets UK and overseas equities Diversified growth fund Liability driven assets Cash Total market value of assets The scheme has no investments in the company or in property occupied by the company. 48 Notes to the Consolidated Financial Statements continued 22. Retirement benefit obligations (continued) Scheme liabilities by category of membership Active members Deferred pensioners Pensions in payment Average duration of scheme liabilities Active members Deferred pensioners Pensions in payment All scheme liabilities 2019 £’000 31,517 12,207 39,612 83,336 2019 years 20 20 11 16 2018 £’000 27,023 11,128 38,711 76,862 2018 years 19 19 11 15 Normal company contributions of £2,472,000 are expected to be paid into the scheme during the year ended 30 June 2020. 23. Share capital Ordinary shares – allotted, issued and fully paid At 1 July ordinary shares of 5p each Ordinary shares of 5p each issued At 30 June ordinary shares of 5p each 2019 Number 2018 Number 207,973,608 157,500 207,864,608 109,000 208,131,108 207,973,608 Ordinary B shares of 1p each at 1 July 2018 and 30 June 2019 16,042,530 16,042,530 2019 £’000 10,399 8 10,407 160 2018 £’000 10,393 6 10,399 160 Total allotted, issued and fully paid 10,567 10,559 The ordinary shares of 5p each were issued during the year for a consideration of £247,000 (2018: £196,000). The group also has preference shares in issue as detailed below which are required, under accounting rules, to be disclosed as financial instruments within creditors. Full details of these are given in note 11 of the financial statements of the company. Authorised 9,265,580 C preference shares of 60p each 200,000 5.5% preference shares of £1 each Allotted, issued and fully paid 200,000 5.5% preference shares of £1 each 2019 £’000 5,559 200 2018 £’000 5,559 200 200 200 The respective rights of each class of shares are detailed in note 11 of the financial statements of the company. 49 23. Share capital (continued) Issue of ordinary shares and number of ordinary shares under option Under the terms of the executive share option scheme approved on 3 December 1998, options were exercised on 157,500 shares and 445,000 share options were granted during the year. Details of those options still outstanding are as follows: Date of grant Date exercisable 6 Oct 08 21 Jul 14 12 Jun 17 18 Oct 18 6 Oct 11 21 Jul 17 12 Jun 20 18 Oct 21 Date of expiry 5 Oct 18 20 Jul 24 11 Jun 27 17 Oct 28 21 Jul 14 12 Jun 17 18 Oct 18 21 Jul 17 12 Jun 20 18 Oct 21 20 Jul 24 11 Jun 27 17 Oct 28 Date of grant Date exercisable 6 Oct 08 9 Apr 14 21 Jul 14 12 Jun 17 22 Dec 17 18 Oct 18 6 Oct 11 9 Apr 17 21 Jul 17 12 Jun 20 22 Dec 20 18 Oct 21 Date of expiry 5 Oct 18 8 Apr 24 20 Jul 24 11 Jun 27 21 Dec 27 17 Oct 28 Exercise price (pence) 105.25 270.29 476.50 390.83 270.29 476.50 390.83 Exercise price (pence) 105.25 290.25 270.29 476.50 436.08 390.83 Director M Halstead G R Oliver Total – directors Employees Total – employees Grand total The market price of the shares at 30 June 2019 was 514p (2018: 402p). The share price during the year ranged from 367p to 532p. The average share price when options were exercised in the year was 440p. Number 01.07.18 Exercised in the year Granted in the year Number 30.06.19 80,000 20,000 50,000 – 20,000 50,000 – (80,000) – – – – – – – – – 60,000 – – 60,000 – 20,000 50,000 60,000 20,000 50,000 60,000 220,000 (80,000) 120,000 260,000 Number 01.07.18 Exercised in the year Granted in the year 30,000 20,000 42,500 190,000 20,000 – (30,000) (10,000) (37,500) – – – – – – – – 325,000 Number 30.06.19 – 10,000 5,000 190,000 20,000 325,000 302,500 (77,500) 325,000 550,000 522,500 (157,500) 445,000 810,000 Directors exercised 80,000 (2018: 60,000) share options during the year. Aggregate gains on exercising the share options by directors in the year amounted to £255,000 (2018: £212,000) of which £255,000 (2018: £nil) related to the highest paid director. 50 Notes to the Consolidated Financial Statements continued 23. Share capital (continued) Issue of ordinary shares and number of ordinary shares under option (continued) A summary of movements in numbers of share options is as follows: At 30 June 2017 Exercised in the year Lapsed in the year Granted in the year At 30 June 2018 Exercised in the year Granted in the year At 30 June 2019 Weighted average exercise price 315p 179p 145p 436p 357p 156p 391p 415p Number of options 641,500 (109,000) (30,000) 20,000 522,500 (157,500) 445,000 810,000 At 30 June 2019 there were 55,000 (2018: 212,500) share options exercisable at a weighted average exercise price of 274p (2018: 187p). The weighted average remaining contractual life of share options outstanding at 30 June 2019 was 8.5 years (2018: 6.6 years). Share based payments The group’s equity settled share based payments comprise the grant of share options to certain employees under the group’s executive share option scheme. Details of such options are given above. The group calculated the fair value of the options at the date of grant using the Black Scholes model. The inputs into the model were as follows: Expected life of option Expected share price volatility Expected dividend yield Risk free interest rate Exercise price 2019 2018 3.5 years 10.0% 4.4% 0.5% 391p 3.5 years 10.0% 5.5% 0.5% 436p An expense based on the fair value calculated at the date of grant was recognised in the profit and loss account over the vesting period of the options. The share based payment expense for the year ended 30 June 2019 was £11,000 (2018: £5,000). 51 24. Reserves The nature and purpose of each reserve within equity is as follows. Reserve Equity share capital Share premium account Capital redemption reserve Currency translation reserve Hedging reserve Retained earnings Description and purpose Nominal value of equity share capital issued. Amount subscribed for equity share capital in excess of nominal value. Amounts transferred from share capital on redemption of issued shares. Cumulative currency translation gains and losses arising on the retranslation of the net assets of the group’s foreign operations. Gains and losses arising on the fair value of financial instruments in an effective designated cash flow hedging relationship. All other gains and losses and transactions with owners, such as dividends, not recognised in other reserves. 25. Operating lease commitments The group leases various warehouses and items of plant and equipment under non-cancellable leases over various periods. The future minimum aggregate lease payments under non-cancellable operating leases are as follows: Not later than one year Later than one year and not later than five years Later than five years 2019 Land and buildings £’000 2,763 5,026 217 8,006 2019 Other £’000 324 603 69 996 2018 Land and buildings £’000 2,690 3,162 228 6,080 2018 Other £’000 968 1,011 2 1,981 52 Notes to the Consolidated Financial Statements 26. Derivative financial instruments The group is exposed to foreign currency risk on sales and purchases that are denominated in a currency other than the functional currency of the entity concerned. The currencies giving rise to this risk are various, but the most significant are the US Dollar and the Euro. Forward exchange contracts are used to manage this exposure to fluctuations in foreign exchange rates. The group buys or sells foreign currency at spot where necessary to address any short-term imbalances. The group hedges, using forward exchange contracts, transactions denominated in a foreign currency which are not matched against other transactions in the same currency within the group. The forward exchange contracts have maturities of less than one year after the balance sheet date. The group classifies its forward exchange contracts hedging forecasted transactions as cash flow hedges and states them at fair value. The hedged cash flows are expected to occur within one year after the balance sheet date. The fair values have been calculated by applying (where relevant), for equivalent maturity profiles, the rate at which forward currency contracts with the same principal amounts could be acquired at the balance sheet date. Changes in the fair value of forward exchange contracts for which no hedge accounting is applied or where the hedge is considered ineffective are recognised in the income statement. Other than the use of forward exchange contracts as detailed above, the group does not make use of derivative financial instruments. 27. Financial instruments For cash and cash equivalents and trade and other payables and receivables the fair value approximates to their book value due to the short maturity profile of these financial instruments. On receivables, allowances are made within the book value for credit risk. The fair value of forward exchange contracts is determined by reference to spot rates adjusted for the forward points to the contract value date. The book values and fair values of financial instruments are set out below: Current: Trade and other receivables Forward exchange contracts Cash and cash equivalents Trade and other payables Forward exchange contracts Total Non-current: Borrowings 2019 Book value £’000 2019 Fair value £’000 2018 Book value £’000 2018 Fair value £’000 30,361 372 68,664 (54,850) (684) 43,863 30,361 372 68,664 (54,850) (684) 43,863 29,576 971 50,679 (45,661) (119) 35,446 29,576 971 50,679 (45,661) (119) 35,446 (200) (200) (200) (200) Other than forward exchange contracts which are categorised as derivative instruments, all financial assets are categorised as financial assets measured at amortised cost and all financial liabilities are categorised as financial liabilities measured at amortised cost. 53 27. Financial instruments (continued) The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value. IFRS 7 requires that these be grouped into Levels 1 to 3 based on the degree to which the fair value is observable. All items in the table below are categorised as Level 2 which, as defined by IFRS 7, refers to those items whose fair value measurement is derived from inputs other than that are observable for the asset or liability either directly or indirectly. Forward exchange contracts at fair value through profit and loss account Forward exchange contracts at fair value through hedging reserve 2019 £’000 (32) (280) (312) 2018 £’000 4 848 852 Sensitivity analysis The group’s principal exposures in relation to market risks are to changes in the euro exchange rate against sterling and to changes in UK interest rates. The group does not fix the interest rate receivable on its sterling balances, and based on balances held at the year end, a 1% increase or decrease in sterling interest rates would lead to an increase or decrease in post-tax earnings of £430,000 (2018: £312,000). The table below details the notional impact of changes in the euro exchange rate against sterling on the group’s post-tax profit and equity. The gains and losses arise from the translation of receivables, payables, cash and forward exchange contracts which are denominated in currencies other than each subsidiary’s reporting currency. 2019 Post-tax profits £’000 34 (31) 2019 Equity £’000 34 (31) 2018 Post-tax profits £’000 4 (4) 2018 Equity £’000 4 (4) Euro 5% stronger against sterling Euro 5% weaker against sterling 28. Group companies At 30 June 2019, the trading subsidiaries of the group were: Name of subsidiary Activity Polyflor Limited Riverside Flooring Limited Polyflor Australia Pty Limited Polyflor New Zealand Limited Polyflor Canada Inc. Polyflor India Pvt Limited Objectflor Art und Design Belags GmbH Karndean International GmbH James Halstead France SAS Falck Design AB Flooring manufacturing and distribution Flooring manufacturing Flooring distribution Flooring distribution Flooring distribution Flooring distribution Flooring distribution Flooring distribution Flooring distribution Flooring distribution Country of incorporation England England Australia New Zealand Canada India Germany Germany France Sweden Proportion owned (%) 100 100 100 100 100 100 100 100 100 100 A complete list of the group’s subsidiaries is provided in note 4 of the financial statements of the company. 54 Notes to the Consolidated Financial Statements continued 29. Exchange rates The currency exchange rates used to translate the results, assets and liabilities of foreign subsidiaries were: Euro Australian dollar New Zealand dollar Canadian dollar Swedish krona Indian rupee 2019 Closing 2019 Average 2018 Closing 2018 Average 1.12 1.81 1.89 1.66 11.81 87.85 1.13 1.81 1.93 1.71 11.84 91.15 1.13 1.79 1.95 1.74 11.81 90.46 1.13 1.74 1.89 1.71 11.20 87.77 30. Related parties Transactions between the company and its subsidiaries have been eliminated on consolidation and are not disclosed in this note. The group’s contributions to the defined benefit pension scheme are disclosed in note 22. Details of other related party transactions for the group are shown in the directors' report, board report on remuneration and in the notes to the financial statements. The key management personnel are the directors. Polyflor Limited, a subsidiary of the company, leases cars from a company of which Mr Russell Whiting is a director. The lease payments during the year were £247,000 (2018: £162,000) and the maximum outstanding lease committments at 30 June 2019 were £226,000 (2018: £226,000). Company Balance Sheet as at 30 June 2019 Fixed assets Tangible fixed assets Investments Current assets Debtors due within one year Debtors due after one year Total debtors Derivative financial instruments Cash at bank and in hand Total current assets Creditors – amounts falling due within one year Derivative financial instruments Net current assets Total assets less current liabilities Creditors – amounts falling due after more than one year Retirement benefit obligations Net assets Capital and reserves Equity share capital Equity share capital (B shares) Called up share capital Share premium account Capital redemption reserve Hedging reserve Profit and loss account Total shareholders’ funds Note 3 4 5 7 8 7 9 10 11 55 2018 £’000 4,809 40,152 44,961 35,807 2,443 38,250 971 34,059 73,280 (9,298) (119) 63,863 108,824 (200) (14,899) 93,725 10,399 160 10,559 3,805 1,174 848 77,339 93,725 2019 £’000 4,822 40,152 44,974 48,412 3,218 51,630 372 48,449 100,451 (9,438) (684) 90,329 135,303 (200) (19,582) 115,521 10,407 160 10,567 4,044 1,174 (280) 100,016 115,521 The company has taken advantage of the provisions of Section 408 of the Companies Act 2006 and has elected not to present its own profit and loss account. The profit after taxation for the financial year dealt with in the financial statements of the company was £55,617,000 (2018: £32,994,000). The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 September 2019. M Halstead Director G R Oliver Director James Halstead plc Registration Number 140269 56 Company Statement of Changes in Equity for the year ended 30 June 2019 Share capital £'000 Share premium £'000 Capital redemption reserve £'000 Hedging reserve £’000 Profit and loss account £’000 Total shareholders’ funds £'000 Balance at 30 June 2017 10,553 3,615 1,174 (983) 66,690 81,049 Profit for the year Remeasurement of the net defined benefit liability Fair value movements on hedging instruments Total comprehensive income for the year Transactions with equity shareholders Dividends Issue of share capital Share based payments – – – – – 6 – – – – – – 190 – – – – – – – – – – 32,994 32,994 4,895 4,895 1,831 – 1,831 1,831 37,889 39,720 – – – (27,245) – 5 (27,245) 196 5 Balance at 30 June 2018 10,559 3,805 1,174 848 77,339 93,725 Profit for the year Remeasurement of the net defined benefit liability Fair value movements on hedging instruments Total comprehensive income for the year Transactions with equity shareholders Dividends Issue of share capital Share based payments – – – – – 8 – – – – – – 239 – – – – – – – – – – 55,617 55,617 (4,546) (4,546) (1,128) – (1,128) (1,128) 51,071 49,943 – – – (28,405) – 11 (28,405) 247 11 Balance at 30 June 2019 10,567 4,044 1,174 (280) 100,016 115,521 57 Notes to the Company Financial Statements 1. Accounting policies Basis of preparation The separate financial statements of the company are presented as required by the Companies Act 2006. The company meets the definition of a qualifying entity under FRS 100 Application of Financial Reporting Requirements issued by the Financial Reporting Council. Accordingly, the financial statements have been prepared in accordance with FRS 101 Reduced Disclosure Framework as issued by the Financial Reporting Council. The company has used the disclosure exemptions available under FRS 101 in relation to presentation of a cash flow statement, comparative information for certain assets, capital management, transactions with other group companies, compensation of key management personnel and the effects of new but not yet effective IFRS. As the consolidated financial statements include the equivalent disclosures, the company has used the disclosure exemptions available under FRS 101 in relation to share based payments, and financial instruments. The disclosures for the defined benefit retirement obligations are included in the consolidated financial statements. The financial statements are prepared on a going concern basis and in accordance with the historical cost convention, except for certain financial instruments that have been measured at fair value. The accounting policies of the company are the same as those set out in the consolidated financial statements. The critical accounting estimates and judgements are income taxes and retirement benefit obligations as set out in the consolidated financial statements. The following additional accounting policies are specific to the company’s financial statements. Investments Investments in subsidiaries are stated at cost less provision for impairment in value. Investment land and buildings Investment land and buildings are stated at cost less depreciation and any provision for impairment. Depreciation is calculated to write off the buildings on a straight line basis over their estimated economic life of fifty years. No depreciation is charged in respect of land. Group debtors Amounts owed by group undertakings are stated after any provision for expected credit loss in line with the three stage model in IFRS 9. 58 Notes to the Company Financial Statements continued 2. Staff costs and numbers Staff costs comprised Wages and salaries Social security costs Pension costs Share based payments The average monthly number of employees during the year was 20 (2018: 20). 3. Tangible fixed assets 2019 £’000 2,852 370 99 11 3,332 Cost At 30 June 2018 Additions Disposals At 30 June 2019 Depreciation At 30 June 2018 Charge for the year Disposals At 30 June 2019 Net book value At 30 June 2019 At 30 June 2018 Investment land and buildings £’000 Freehold land and buildings £’000 Plant and equipment £’000 7,978 – – 7,978 4,304 159 – 4,463 3,515 3,674 1,311 – – 1,311 253 24 – 277 1,034 1,058 434 258 (21) 671 357 45 (4) 398 273 77 2018 £’000 2,821 364 117 5 3,307 Total £’000 9,723 258 (21) 9,960 4,914 228 (4) 5,138 4,822 4,809 The investment land and buildings relates to a freehold property that is occupied by a subsidiary company. The rental income was £600,000 (2018: £600,000). 4. Investments Cost At 30 June 2018 At 30 June 2019 Provision for impairment At 30 June 2018 At 30 June 2019 Net book value At 30 June 2019 At 30 June 2018 59 Shares in subsidiary undertakings £’000 49,552 49,552 9,400 9,400 40,152 40,152 At 30 June 2019, the company held directly and indirectly 100% of the equity and voting rights of the following undertakings: Subsidiary Owned by the company Polyflor Limited Riverside Flooring Limited Titan Leisure Group Limited Halstead Flooring International Limited Expona Limited JHL Limited Arai (UK) Limited Halstead Floorings Limited Halstead Flooring Concepts Pty Limited Polyflor Canada Inc. Polyflor India Pvt Limited Objectflor Art und Design Belags GmbH James Halstead France SAS Falck Design AB Owned by subsidiaries Phoenix Distribution (NW) Limited Polyflor Australia Pty Limited Colonia Flooring Pty Limited Polyflor New Zealand Limited Karndean International GmbH Polyflor FZE Activity Country of incorporation Proportion owned (%) Flooring manufacturing and distribution Flooring manufacturing Holding company Dormant company Dormant company Dormant company Dormant company Dormant company Holding company Flooring distribution Flooring distribution Flooring distribution Flooring distribution Flooring distribution England England England England England England England Ireland Australia Canada India Germany France Sweden Dormant company Flooring distribution Dormant company Flooring distribution Flooring distribution Sales office England Australia Australia New Zealand Germany UAE 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 60 Notes to the Company Financial Statements continued 4. Investments continued Subsidiary Polyflor Limited Riverside Flooring Limited Titan Leisure Group Limited Halstead Flooring International Limited Expona Limited JHL Limited Arai (UK) Limited Phoenix Distribution (NW) Limited Halstead Floorings Limited Halstead Flooring Concepts Pty Limited Polyflor Australia Pty Limited Colonia Flooring Pty Limited Polyflor Canada Inc. Polyflor India Pty Limited Objectflor Art und Design Belags GmbH Karndean International GmbH James Halstead France SAS Falck Design AB Polyflor New Zealand Limited Polyflor FZE Address Beechfield Hollinhurst Road Radcliffe Manchester M26 1JN England 24/26 City Quay Dublin 2 D02NY19 Ireland 101 Prosperity Way Dandenong VIC 3175 Australia 3209 Orlando Drive Mississauga Ontario L4V IC5 Canada B-408 Knox Plaza Mindspace, Malad West Mumbai 400 064 India Wankelstrasse 50 D 50996 Koln Germany Parc Saint Christophe 10 Avenue de l’Enterprise 95861 Cergy Pontoise France Box 102 51 434 23 Kungsbacka Besoksadress Energigatan 9 Sweden 2 Narek Place Manukau City Auckland 2104 New Zealand Office No LB16112 PO Box 17054 Jafza 16 Building Jebel Ali Free Zone Dubai UAE 5. Debtors Trade debtors Amounts owed by group undertakings Other debtors Prepayments Debtors due within one year Deferred tax assets (note 6) Debtors due after one year Total debtors 6. Deferred tax assets At 30 June 2018 Charged to income Credited to other comprehensive income At 30 June 2019 Pension scheme deficit £’000 Accelerated tax depreciation £’000 Other timing differences £’000 2,533 (135) 931 3,329 (152) (1) – (153) 62 (20) – 42 Derivative financial instruments 7. Derivative financial instruments are forward foreign exchange contracts recognised in the balance sheet at fair value. 8. Creditors – amounts falling due within one year Trade creditors Amounts due to group undertakings Corporation tax Other taxation and social security Other creditors Accruals 2019 £’000 329 6,638 114 132 539 1,686 9,438 61 2018 £’000 77 35,434 75 221 35,807 2,443 2,443 2019 £’000 84 47,835 65 428 48,412 3,218 3,218 51,630 38,250 Total £’000 2,443 (156) 931 3,218 2018 £’000 401 6,631 73 119 176 1,898 9,298 62 Notes to the Company Financial Statements continued 9. Creditors – amounts falling due after more than one year Preference shares 10. Retirement benefit obligations Present value of funded obligations Fair value of scheme assets Net liability 2019 £’000 200 2018 £’000 200 2019 £’000 (83,336) 63,754 2018 £’000 (76,862) 61,963 (19,582) (14,899) The company sponsors the Halstead Group Pension Scheme. Disclosure information is provided in note 22 to the consolidated financial statements. 11. Share capital Ordinary shares – allotted, issued and fully paid At 1 July ordinary shares of 5p each Ordinary shares of 5p each issued At 30 June ordinary shares of 5p each 2019 Number 2018 Number 207,973,608 157,500 207,864,608 109,000 208,131,108 207,973,608 Ordinary B shares of 1p each at 1 July 2018 and 30 June 2019 16,042,530 16,042,530 2019 £’000 10,399 8 10,407 160 2018 £’000 10,393 6 10,399 160 Total allotted, issued and fully paid 10,567 10,559 The ordinary shares of 5p each were issued during the year for a consideration of £247,000 (2018: £196,000). The group also has preference shares as detailed below which are required, under accounting rules to be disclosed as financial instruments within creditors. Authorised 9,265,580 C preference shares of 60p each 200,000 5.5% preference shares of £1 each Allotted, issued and fully paid 200,000 5.5% preference shares of £1 each 2019 £’000 5,559 200 2018 £’000 5,559 200 200 200 Shareholders approved a proposal for the return of capital (“return of capital”) at an extraordinary general meeting on 6 December 2004. This resulted in the creation of the 1 pence B ordinary shares (“B shares”) and the 60 pence C preference shares (“C shares”) as described below. 63 11. Share capital (continued) The B shares were issued on 14 January 2005 on the basis of 1 B share for every ordinary share held on the record date by those shareholders who either (a) elected to receive B shares or (b) elected to receive C shares, but whose allocation was scaled back according to the restriction on the number of C shares available for issue. Following the issue of the B shares, holders received a single dividend of 60p for every B share held, after which all B shares were automatically converted into deferred shares. These shares are not listed, have extremely limited rights and are of negligible value. The 5.5% cumulative preference shares of £1 shall confer on the holders thereof the right to receive in priority to all other shares in the capital of the company out of the profits of the company which it shall be determined to distribute, a fixed cumulative preferential dividend at the rate of 5.5% per annum on the capital for the time being paid up thereon and the right in the event of a winding up, in priority to all other shares in the capital of the company, to repayment of the capital paid up thereon together with a premium of 5p per share and a sum equivalent to any arrears and accruals of the said fixed cumulative preferential dividend thereon (whether earned or declared or not) calculated up to the date of such repayment of capital but shall not confer any further right to participate in profits or assets of James Halstead plc. The company shall not be at liberty to create or issue any further share ranking in priority to or pari passu with the preference shares without the consent in writing of the holders of three-fourths of the issued preference shares or the sanction of an extraordinary resolution of the holders of such preference shares passed at a separate general meeting of such holders. The preference shares shall not confer upon the holders thereof the right to attend or vote at any general meeting of the company or to receive notice thereof, unless either: (i) At the date of the notice convening the meeting the fixed cumulative preferential dividend on the preference shares is six months in arrears and then so long only as such dividend shall remain unpaid, and so that for this purpose the dividend on the preference shares shall be deemed to accrue due and be payable by equal half-yearly instalments on 30 June and 31 December in every year, or (ii) The business of the meeting includes the consideration of a resolution for reducing the capital or winding up the company or for the sale of its undertaking or of any resolution directly abrogating or varying any of the special rights or privileges attached to the preference shares. The preference shares shall nevertheless entitle the holders thereof to receive notice of every general meeting. At a general meeting at which the holders of preference shares are entitled to attend and vote, the preference shares shall entitle a holder thereof, or his proxy, to vote only for every preference share held by him. 12. Related party transactions The company has taken advantage of the exemption granted by FRS 101 not to disclose transactions and balances with other group companies. 64 Ten Year Summary (Unaudited) 2010 £’000 2011 £’000 2012 £’000 2013 £’000 2014 £’000 2015 £’000 2016 £’000 2017 £’000 2018 £’000 2019 £’000 Revenue 186,424 213,944 226,335 217,082 223,488 227,261 226,141 240,784 249,510 253,038 Profit before income tax 35,307 37,538 41,726 40,495 41,753 44,184 45,499 46,616 46,702 48,276 Income tax (9,948) (10,768) (11,941) (10,446) (10,301) (10,250) (10,243) (10,106) (9,994) (10,484) Profit after income tax 25,359 26,770 29,785 30,049 31,452 33,934 35,256 36,510 36,708 37,792 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Basic earnings per 5p share Dividends paid per 5p share 12.3p 6.3p 12.9p 6.9p 14.4p 7.4p 14.5p 8.3p 15.2p 9.0p 16.4p 10.1p 17.0p 11.4p 17.6p 12.3p 17.7p 13.1p 18.2p 13.7p Figures for previous years have been restated to reflect the impact of the revision to IAS 19 which was implemented in the year ended 30 June 2014. Figures for previous years have been restated to take account of the one for one bonus share issues in the years ended 30 June 2011 and 2013. Special dividends are not included. 65 Shareholder Information Financial calendar Annual general meeting Announcement of results For the half year For the full year Dividend payments Ordinary shares – interim – final 6 December 2019 March September June December Preference shares June and December Share dealing information The ordinary shares of the company are traded on the Alternative Investment Market of the London Stock Exchange. Information concerning the day-to-day movement of the share price can be found on the London Stock Exchange website. Shareholder analysis as at 19 September 2019 By size of holding 1-10,000 10,001-50,000 50,001-100,000 100,001-500,000 500,001 and over By category Private individuals Banks and nominee companies Other limited companies/corporate bodies Miscellaneous bodies/pension funds Investment trusts and funds Number of holders Number of shares 1,807 512 77 82 50 5,354,691 11,615,705 5,392,047 17,904,209 167,864,456 % 2.6 5.6 2.6 8.6 80.6 2,528 208,131,108 100.0 Number of holders Number of shares 1,860 623 32 7 6 103,790,448 103,043,947 1,068,365 122,532 105,816 % 49.8 49.5 0.5 0.1 0.1 2,528 208,131,108 100.0 66 Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the ONE HUNDREDTH and FOURTH ANNUAL GENERAL MEETING of the company will be held at the Fusilier Museum, Moss Street, Bury, BL9 0DF, on 6 December 2019 at 12 Noon for the following purposes: Ordinary Business 1 To receive and adopt the report of the directors and the statement of accounts for the year ended 30 June 2019 together with the report of the auditors. 2 3 4 5 To declare a final dividend on the ordinary shares in the capital of the company for the year ended 30 June 2019. To re-elect Mr G R Oliver who is retiring by rotation under the articles of association as a director. To re-elect Mr S D Hall who is retiring by rotation under the articles of association as a director. To re-appoint BDO LLP as auditors of the company and authorise the directors to fix their remuneration for the ensuing year. Special Business To consider and, if thought fit, pass the following resolutions of which resolutions 6 and 7 shall be proposed as ordinary resolutions and resolutions 8 and 9 will be proposed as special resolutions: 6 That, subject to the passing of the ordinary and special resolutions numbered 7 and 8 below, the directors be and they are hereby authorised, pursuant to article 35.14 of the company’s articles of association: (i) (ii) to exercise the power contained in article 35.14 so that, to the extent determined by the directors, the holders of ordinary shares be permitted to elect to receive new ordinary shares of 5.0p each in the capital of the company, credited as fully paid, instead of all or part of any interim or final dividends which shall be declared before the conclusion of the next annual general meeting of the company after the passing of this resolution; and to capitalise the appropriate amount of new ordinary shares falling to be allotted pursuant to any elections made as aforesaid out of profits, or sums standing to the credit of any share premium account or capital reserves of the company, to apply such sums in paying up such new ordinary shares and to allot such new ordinary shares to the members of the company making such elections in accordance with their respective entitlements. 7 That in substitution for all existing and unexercised authorities and powers, the directors of the company be and they are hereby generally and unconditionally authorised for the purpose of section 551 Companies Act 2006 (the “Act”) to exercise all or any of the powers of the company to allot shares of the company or to grant rights to subscribe for, or to convert any security into, shares of the company (such shares and rights being together referred to as “Relevant Securities”) up to an aggregate nominal value of £3,468,852 to such persons at such times and generally on such terms and conditions as the directors may determine (subject always to the articles of association of the company) PROVIDED THAT this authority shall, unless previously renewed, varied or revoked by the company in general meeting, expire at the conclusion of the next annual general meeting or on the date which is six months after the next accounting reference date of the company (if earlier) save that the directors of the company may, before the expiry of such period, make an offer or agreement which would or might require relevant securities or equity securities (as the case may be) to be allotted after the expiry of such period and the directors of the company may allot relevant securities or equity securities (as the case may be) in pursuance of such offer or agreement as if the authority conferred hereby had not expired. 67 8 That subject to the passing of the ordinary resolution numbered 7 above the directors be and they are hereby empowered pursuant to Section 570 of the Companies Act 2006 to allot equity securities (within the meaning of Section 560 subsection (1) of the said Act) for cash pursuant to the authority conferred by resolution numbered 6 above as if Section 561 of the said Act did not apply to any such allotment provided that this power shall be limited to: (i) (ii) the allotment of equity securities in connection with an offer of such securities by way of rights to holders of ordinary shares in proportion (as nearly as may be practical) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange; and the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities up to an aggregate nominal amount of 5% of the ordinary share capital of the company in issue at the date of the passing of this resolution; and shall expire at the conclusion of the next annual general meeting or on the date which is six months after the next accounting reference date of the company (if earlier) save that the company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired. 9 That the company is hereby generally and unconditionally authorised for the purposes of section 693 and 701 of the Companies Act 2006 to make one or more market purchases (within the meaning of section 693(4) of the said Act) of fully paid ordinary shares of 5 pence each in the capital of the company (“ordinary shares”) provided that: (i) (ii) (iii) (iv) (v) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 10% of the ordinary shares in issue at the date of passing of this resolution; the maximum price (exclusive of any expenses) which may be paid for an ordinary share shall not be more than 5% above the average of the middle market quotations for an ordinary share as derived from the Daily Official List of The London Stock Exchange plc for the five business days immediately preceding the day on which the ordinary share is purchased; the minimum price which may be paid for each ordinary share is 5 pence (exclusive of any expenses); unless previously revoked or varied, the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the company or twelve months from the date, if earlier, of passing this resolution; the company may make a contract or contracts to purchase its ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and the company may make a purchase of its ordinary shares in pursuance of such contract as if the authority hereby conferred had not expired; and (vi) the directors may elect to hold shares purchased under this authority in the form of treasury shares (subject to a maximum of 10% of the issued ordinary share capital of the company at any one time). By order of the board D W Drillingcourt Secretary 11 October 2019 Beechfield Hollinhurst Road Radcliffe Manchester M26 1JN 68 Notice of Annual General Meeting continued Notes 1 2 3 4 5 6 7 8 Preference shareholders are advised that they are not entitled to attend or vote at the annual general meeting. Members entitled to attend and to speak and vote at the AGM are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice. If you require additional forms, please contact the company’s registrars Link Asset Services, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. To be valid any proxy form or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand by the company’s registrars Link Asset Services at FREEPOST PXS, 34 Beckenham Road, BR3 9ZA, in each case no later than 12 noon on 4 December 2019. Any power of attorney or other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be enclosed with the proxy form. You may submit your Proxy electronically using the Share Portal Service at www.signalshares.com. If you wish to attend the meeting in person, please attend at the address set out at the beginning of this notice on 6 December 2019 bringing either your attendance card or other appropriate identification so that you can be identified by the company’s registrars. It is recommended that you arrive at least 15 minutes before the time appointed for the meeting to begin. To be entitled to attend and vote at the meeting (and for the purpose of the determination by the company of the votes they may cast), shareholders must be registered in the register of members of the company at close of business on 4 December 2019. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares. The following documents will be available for inspection at the company’s registered office during normal business hours from the date of this notice until the time of the meeting and at the address set out at the beginning of this notice from 15 minutes before the meeting until it ends: (i) the register of interests of the directors in the share capital of the company; and (ii) copy of the service contract of Mr G R Oliver. 9 Warrants for the final dividend, if approved, will be posted on 6 December 2019 to shareholders on the register as at 8 November 2019. JAME S HALSTEA D PLC Covering the World Report and Accounts 2019 J a m e s H a l s t e a d p l c • A n n u a l R e p o r t & A c c o u n t s 2 0 1 9 SAFETY FLOORING FOR ADHESIVE-FREE INSTALLATION SUSTA INA BILIT Y REPORT 2 019 Available at: www.jameshalstead.com/corporate-responsibility Beechfield Hollinhurst Road Radcliffe Manchester M26 1JN J A M E S H A L S T E A D p l c Tel +44 (0)161 767 2500 Fax +44 (0)161 766 7499 www.jameshalstead.com JH-Annual-Report-Cover-2019-AW.indd 1 07/10/2019 11:14 

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