Wood Group interim results six months ended 30 ...
Half year results for the six months ended 30 June 2014
Benefitting from strong US shale activity; overall growth outlook for 2014
unchanged
Wood Group is an international energy services company with over $7bn sales.
The Group is built on our Core Values and has two reporting segments - Wood
Group Engineering and Wood Group PSN - providing a range of engineering,
production support and turbine services to the oil & gas, and power sectors.
Financial Summary
* Total revenue1 of $3,801.2m up 10% and Total EBITA in line with H1 2013 at
$243.9m
* Continue to anticipate full year Total EBITA to be in line with
expectations and up on 2013
* Revenue from continuing operations on an equity accounting basis up 16% at
$3,224.4m (2013: $2,788.7m)
* Profit from continuing operations on an equity accounting basis before tax
and exceptional items up 15% at $182.4m (2013: $159.0m)
* Adjusted diluted EPS of 44.4 cents (2013: 44.5 cents)
* Interim dividend of 8.9 cents (2013: 7.1 cents) up 25%
Segmental Highlights
Wood Group Engineering
* EBITA down 9%, reflecting a lower contribution from Upstream partially
offset by good performance in Subsea & Pipelines and Downstream
* Increased engagement in early stage work; remain well positioned to
influence and reduce overall project costs
* Acquisition of Agility Projects for NOK 1,008m (c.$164m) in July 2014
positions us well in key Norwegian market
Wood Group PSN
Production Services
* Strong EBITA growth of 47% driven by performance in US shale, including
Elkhorn acquired in 2013
* Robust North Sea business benefitting from contract renewals and growth in
Pyeroy acquired in 2013
* International position reinforced with recent multi-year award in Malaysia
adding to work commenced in Papua New Guinea
Turbine Activities
* Breakeven at the EBITA level reflecting performance in Turbine JVs together
with losses on the Dorad contract in the period
* EthosEnergy JV with Siemens completed in May
* Significant improvement expected in H2, including loss on Dorad to be
largely recovered
Bob Keiller, CEO commented:
"We have seen strong performance in our PSN Production Services activities in
the US shale market, offset by an anticipated lower contribution from Upstream
Engineering and weaker than expected performance in our Turbine Activities.
Overall, the outlook for the Group for the year remains unchanged from the
position outlined at our December 2013 trading update; we continue to
anticipate full year EBITA to be in line with expectations and up on 2013, led
by growth in PSN Production Services."
Enquiries:
Wood Group
Andrew Rose - Group Head of Investor Relations
Carolyn Smith - External Affairs Manager 01224 851 000
Brunswick
Patrick Handley 020 7404 5959
Nina Coad
There will be an analyst and investor presentation at the Lincoln Centre, 18
Lincoln's Inn Fields, WC2A 3ED at 09.00. Early registration is advised from
08.30.
A live webcast of the presentation will be available from www.woodgroup.com/
investors. Replay facilities will be available later in the day.
1See detailed footnotes following Financial Review section of the half year
results. Total Revenue and Total EBITA include the contribution from joint
ventures and activities classified as discontinued, which includes the results
of the businesses that transferred to the EthosEnergy joint venture prior to
its formation in May.
Strategic Review
H1 2014 Trading performance Interim Interim %
Jun 2014 Jun 2013
Change
$m $m
Total Revenue 3,801.2 3,447.1 10.3%
Total EBITA1 243.9 243.2 0.3%
EBITA Margin 6.4% 7.1% (0.7pts)
Revenue from continuing operations on an equity 3,224.4 2,788.7 15.6%
accounting basis
Profit from continuing operations before tax and 182.4 159.0 14.7%
exceptionals on an equity accounting basis
Basic EPS 38.5c 43.5c (11.5%)
Adjusted diluted EPS2 44.4c 44.5c (0.2%)
Note: The commentary below on trading performance is presented based on
proportionally consolidated numbers, which is the basis used by management to
run the business. Total Revenue and Total EBITA include the contribution from
joint ventures and activities classified as discontinued, which includes the
results of the businesses that transferred to the EthosEnergy joint venture
prior to its formation in May.
Against a market backdrop of increased focus on efficiency by oil & gas
operators generally and the consequential impact on investment in certain
areas, whilst total revenue was up 10% at $3.8bn, both total EBITA and adjusted
diluted EPS were in line with the first half of 2013, at $243.9m and 44.4 cents
respectively.
Total EBITA reflects a varied performance across the Group. In Wood Group
Engineering revenue increased by 4% however EBITA decreased by 9% and EBITA
margin fell by 1.5pts to 10.7%. Good performance in Subsea & Pipelines and
Downstream was more than offset by a lower contribution from Upstream which saw
growth in onshore activity but was impacted by a lower contribution from
offshore projects and Canada. Wood Group PSN's core Production Services
activities delivered strong growth, with revenue up 22% and EBITA up 47%,
primarily attributable to performance in the Americas led by US shale. Turbine
Activities broke even at the EBITA level reflecting a disappointing performance
in Turbine JVs, together with losses on the Dorad contract in the period.
We continue to augment organic growth with acquisitions and have a strong
pipeline of opportunities. In the first half we acquired Meesters, a specialist
fabrication business in the Bakken shale region, Cape Software, a Texas based
training and process simulation company, and Sunstone, a Calgary based pipeline
consultancy. In July we announced the acquisition of Agility Projects AS
("Agility") in Norway for NOK 1,008m (c.$164m), which adds offshore greenfield
and brownfield platform engineering capability in the Norwegian sector of the
North Sea and positions us well for future projects in a significant Norwegian
market. Completion is expected in Q3 2014.
In February, we highlighted some of the actions being taken to address
underperformance in the less differentiated parts of our Turbine Activities.
Our JV with Siemens, EthosEnergy, completed on 6 May and is in the early stages
of integration. 2014 will be a more challenging period for EthosEnergy than we
had anticipated although we remain confident that the combination of the two
businesses, led by a strong management team, will improve performance in our
less differentiated turbine activities over the longer term and that the
previously indicated synergies of around $15m can be delivered.
Our balance sheet remains strong. The working capital outflow for the first
half of the year partly reflects the typical seasonal movement and we expect a
significant improvement in the second half. In May, we reached agreement to
issue $375m of unsecured senior notes in the US private placement market with
drawdown in August and November 2014. These will be at a mix of 7, 10 and 12
year maturities at an average fixed rate of 3.74% which we consider to be a
very competitive rate highlighting the strong level of demand in the market
generated by this placement. The issue will further diversify our sources of
funding, extend the maturity profile of our debt and results in a greater
proportion of fixed rate debt finance at favourable rates. This issue does not
change our net debt to EBITDA ratio guidance of between 0.5x to 1.5x and
typically less than 1.0x.
In February, we signaled our confidence in the longer term outlook for the
Group and committed to increasing the dividend in 2014 by around 25% and our
intention to increase the US dollar value of dividend per share from 2015
onwards by a double digit percentage. We have declared an interim dividend of
8.9 cents, an increase of 25%, which will be paid on 25 September 2014.
Overall, the outlook for the Group for the year remains unchanged from the
position outlined at our December trading update. We continue to anticipate
full year EBITA to be in line with expectations and up on 2013, led by growth
in our Production Services activities in Wood Group PSN.
Wood Group Engineering
We provide a wide range of market-leading engineering services to the upstream,
subsea & pipelines, downstream & industrial and clean energy sectors. These
include conceptual and front end engineering and design (FEED) studies,
engineering, project & construction management (EPCM) and control system
upgrades.
Interim Interim %
Jun 2014 Jun 2013 Change
$m $m
Revenue 1,019.8 982.6 3.8%
EBITA 108.8 119.8 (9.2%)
EBITA margin 10.7% 12.2% (1.5pts)
People3 10,500 10,500 -
In Wood Group Engineering, revenue increased by 4% however EBITA decreased by
9% and EBITA margin fell by 1.5pts to 10.7%. Good performance in Subsea &
Pipelines and Downstream was more than offset by a lower contribution from
Upstream which saw growth in onshore activity but was impacted by a lower
contribution from offshore projects and Canada.
The Upstream business represents around 40% of divisional revenue. Following
the substantial completion of our scope on Mafumeira Sul and Ichthys in 2013,
we have seen a slower pace in the award of significant detailed offshore
engineering contracts to replace these projects. We are active on detailed
engineering for SMOE on Ivar Aasen in the North Sea working alongside Agility
Projects, Husky White Rose in Eastern Canada and Anadarko Heidelberg in the
Gulf of Mexico. We are currently engaged in more early stage projects than in
2012 and 2013 including FEED work on Hess Stampede and study work on Anadarko
Shenandoah. We believe our involvement during the early phases can
significantly improve overall project costs and is an encouraging indicator of
customers turning to engineering solutions to improve capital efficiency.
Subsea & Pipelines represents around 40% of divisional revenue. Good activity
in Europe, the Middle East and the Caspian has contributed to profitability in
our subsea business. In June, we were awarded the $60m contract for stage two
of Shah Deniz from BP in Azerbaijan, having provided engineering support
throughout the earlier definition and appraisal phases. We have also recently
booked awards from Tullow in Ghana and Southstream in Europe. Our onshore
pipelines business continues to perform well, benefitting from US shale related
pipeline work with customers including Shell and Dow. We see good prospects in
Saudi Arabia and in Canada, where we added to our capability with the
acquisition of Sunstone in Calgary.
Downstream, process & industrial activities accounted for around 20% of
revenue. We have seen some benefit of brownfield and greenfield work in
refining and chemicals markets, in part due to the continued impact of lower
gas prices in the US.
Outlook
We continue to anticipate a reduction in Engineering EBITA in the full year
2014. We remain well positioned to unlock value for clients and influence
overall project costs through the delivery of high quality engineering, with
our recent acquisition of Agility Projects adding to our capabilities in the
Norwegian greenfield and brownfield market. We are still confident that the
Upstream market will strengthen in the longer term, with current early stage
projects providing an encouraging indicator of future activity.
Wood Group PSN
Production Services
We provide life of field support to producing assets through brownfield
engineering & modifications, production enhancement, operations and
maintenance, training, maintenance management and abandonment services.
Interim Interim %
Jun 2014 Jun 2013 Change
$m $m
Revenue 2,341.6 1,913.7 22.4%
EBITA 163.0 111.1 46.7%
EBITA margin 7.0% 5.8% 1.2pts
People 30,000 26,300 14.1%
Wood Group PSN's Production Services activities delivered strong growth, with
revenue up 22% and EBITA up 47%. This increase is primarily attributable to
performance in the Americas led by typically higher margin US shale activity,
including the benefit of the Elkhorn business acquired in December 2013.
The Americas is now the largest contributing region to Production Services
EBITA. Our US onshore activities, which are predominantly shale related, have
contributed over $500m of revenue in the year to date. We now have over 5,000
people across the US Shale regions engaged in site preparation, fabrication,
installation, construction, commissioning, operations and maintenance. Elkhorn
is performing very strongly and is benefitting from infrastructure construction
work in the core Permian basin. Our capabilities in US shale were further
strengthened in the first half of 2014 with the addition of Meesters, a
specialist fabrication business in the Bakken region and the establishment of
safety and technical training facilities in the Eagle Ford.
Our North Sea business has remained robust and is benefitting from growth in
Pyeroy, acquired in July 2013. In the first half, we secured a five year
renewal of the Talisman Sinopec engineering and maintenance services contract,
an extension to our operations and maintenance contract with Chevron North Sea
and also a new contract with independent Iona Energy. The increased focus on
operator efficiency, with the UK oil and gas sector's costs rising an estimated
15% last year, prompted us to cut contractor rates by 10% in May, reducing our
overall cost to the customer and positioning us well for future opportunities.
Internationally, our managed exit in Oman is progressing; the underlying
performance is broadly breakeven and we expect to exit the contract fully by
July 2015. In Papua New Guinea we have commenced brownfield engineering and
procurement support work for ExxonMobil's operations and expect activity in
this area to increase in the second half of the year. In July, we secured a
multi-year award for EPCM services in Malaysia.
Outlook
For Wood Group PSN Production Services, strong growth in US shale including a
significant contribution from Elkhorn and robust performance in the mature
North Sea, together with cessation of losses in Oman, is expected to lead to
good growth overall in 2014.
Turbine Activities
We provide industrial gas turbine and rotating equipment services and solutions
for clients in the oil & gas and power markets.
Turbine Activities Interim Interim %
Jun 2014 Jun 2013 Change
$m $m
Turbine JVs 422.3 440.9 (4.2%)
Dorad/GWF 17.5 109.9 n/m
Total Revenue 439.8 550.8 (20.2%)
Turbine JVs 17.3 35.7 (51.5%)
Dorad/GWF (17.2) 4.9 n/m
Total EBITA 0.1 40.6 n/m
Total EBITA Margin 0.0% 7.4% n/m
People 2,700 3,200 (15.6%)
Our Turbine Activities comprise: the joint venture with Siemens, EthosEnergy
("Ethos"), Rolls Wood Group ("RWG") and TransCanada Turbines ("TCT") (together
"Turbine JVs"); and for 2014 the Dorad EPC contract. Turbine JVs includes the
proportionally consolidated results of: RWG and TCT from 1 January to 30 June,
the former Wood Group GTS business now included in Ethos from 1 January to 5
May, and Ethos from 6 May to 30 June. Dorad/GWF includes the results of Dorad
in 2014 and Dorad and GWF in 2013.
In Turbine JVs, revenue fell 4% and EBITA fell 52%. This was due to performance
in the Wood Group businesses now included in Ethos, primarily the impact of
lower EPC activity. The outlook for Ethos in 2014 is more challenging than
previously anticipated, reflecting the impact of project delays in Latin
America, the Middle East and North Africa and significantly lower EPC backlog.
We also saw a lower contribution from our other joint ventures including the
impact of deferrals, however current backlog largely supports our expectation
of a recovery in the second half.
Customer handover on the Dorad EPC contract was delayed to the second half of
May which contributed to the recognition of increased costs and led to a year
to date loss, albeit the contract remains profitable overall. We are in
discussion with the customer around the agreement of change orders and continue
to anticipate that the financial position will be largely recovered during the
remainder of 2014. As part of the outcome of a review in 2013, the decision
was taken to lower the risk profile of the Group and it is our intention not to
undertake further fixed price EPC contracts of equivalent scale to Dorad.
Outlook
Performance in Turbine Activities is typically weighted to the second half and
we expect a significant improvement throughout the remainder of 2014 including
substantial recovery of the financial position on Dorad. In Ethos, we are
taking actions to reduce costs and expect to deliver net synergies of around
$15m by the third year. Overall, we anticipate that Turbine Activities will
deliver lower EBITA in 2014 than in 2013.
Financial Review
Trading performance
Trading performance is presented on a proportionally consolidated basis, which
is the basis used by management to run the business. Total Revenue and Total
EBITA include the contribution from Joint Ventures and activities classified as
discontinued. A reconciliation to Operating Profit from EBIT is presented
below. A reconciliation to statutory measures of revenue and operating profit
from continuing operations excluding joint ventures is included in note 2 to
the interim financial statements.
Interim Interim Full Year
Jun 2014 Jun 2013 Dec 2013
$m $m $m
Total Revenue 3,801.2 3,447.1 7,064.2
Total EBITA 243.9 243.2 533.0
EBITA margin % 6.4% 7.1% 7.5%
Amortisation - software and system (19.4) (20.5) (44.5)
development
Amortisation - intangible assets from (30.9) (28.3) (57.6)
acquisitions
EBIT 193.6 194.4 430.9
Net finance expense (9.5) (7.8) (18.6)
Profit before tax and exceptional items 184.1 186.6 412.3
Taxation before exceptional items (50.5) (51.3) (113.4)
Profit before exceptional items 133.6 135.3 298.9
Exceptional items, net of tax 16.3 26.6 1.6
Profit for the period 149.9 161.9 300.5
Basic EPS (cents) 38.5c 43.5c 81.4c
Adjusted diluted EPS (cents) 44.4c 44.5c 98.6c
The review of our trading performance is contained within the Strategic Review.
Reconciliation to operating profit
Interim Interim
Jun 2014 Jun 2013
$m $m
EBIT 193.6 194.4
Impact of JV profit included pre vs. post (6.5) (6.8)
tax
Impact of discontinued activities 4.3 (21.2)
(pre-exceptionals)
Operating Profit per Group Income Statement 191.4 166.4
Financial performance
The financial performance of the Group, adjusting for acquisitions and on a
constant currency basis, is shown below. The 2013 results have been restated to
include the results of acquisitions made in 2013 (Elkhorn, Pyeroy, Intetech) as
if they had been acquired on 1 January 2013 and also to apply the average
exchange rates used to translate the 2014 results. The 2014 results have been
restated to exclude the results of acquisitions made in 2014 (Meesters, Cape,
Sunstone).
Unaudited Interim Interim Interim Interim
Jun 2014 Jun 2014 Jun 2013 Jun 2013
Total Total Total Total
Revenue $m EBITA $m Revenue $m EBITA $m
Wood Group Engineering 1,015.2 107.2 985.8 119.8
Wood Group PSN - Production Services 2,333.8 162.2 2,168.4 133.7
Wood Group PSN - Turbine Activities 439.8 0.1 556.1 41.4
Central costs - (27.9) - (29.1)
Pro forma 3,788.8 241.6 3,710.3 265.8
Acquisitions 12.4 2.3 (228.0) (22.8)
Constant Currency 0.0 0.0 (35.2) 0.2
Total Revenue and EBITA as reported 3,801.2 243.9 3,447.1 243.2
Amortisation
The amortisation charge for the half year of $50.3m (2013: $48.8m) includes
$30.9m (2013: $28.3m) of amortisation relating to intangible assets arising
from acquisitions. Of this amount $14.2m (2013: $19.6m) is in respect of the
PSN acquisition and $10.7m relates to the acquisitions of Elkhorn and
Mitchells. Amortisation in respect of software and development costs was $19.4m
(2013: $20.5m) and this largely relates to engineering software and ERP system
development. We currently anticipate that the amortisation charge for the full
year will be around $104.0m (2013: $102.1m), of which $62.0m (2013: $57.6m)
relates to intangibles arising from acquisitions.
Included in the amortisation charge for the half year above is $0.9m (2013:
$0.2m) in respect of joint ventures.
Net finance expense
Net finance expense is analysed further below.
Interim Interim Full year
Jun 2014 Jun 2013 Dec 2013
$m $m $m
Interest on debt 4.9 4.2 8.5
Bank fees and charges 5.2 4.2 11.2
Total finance expense 10.1 8.4 19.7
Finance income (0.6) (0.6) (1.1)
Net finance expense 9.5 7.8 18.6
Interest cover4 was 25.7 times (June 2013: 31.2 times). In May, we reached
agreement to issue $375m of unsecured senior notes in the US private placement
market with drawdown in August and November 2014. These will be at a mix of 7,
10 and 12 year maturities at an average fixed rate of 3.74%. Included in the
above are net finance charges of $0.5m (2013: $0.4m) in respect of joint
ventures.
We currently anticipate the full year interest cost to be just under $25.0m,
including the impact of the US private placement drawdown.
Exceptional (income)/expense
Interim Interim Full year
Jun 2014 Jun 2013 Dec 2013
$m $m $m
Venezuela settlement (58.4) - -
Integration and restructuring charges 7.5 - 15.9
Lease termination income - (15.3) (15.1)
Onerous contract - - 28.0
Bad debt recoveries - (2.0) (6.0)
Transaction related costs 23.0 - 11.1
Gain on divestment of Well Support - (14.0) (34.4)
division
Total exceptional items pre-tax (27.9) (31.3) (0.5)
Tax on exceptional items 11.6 4.7 (1.1)
Total exceptional items net of tax (16.3) (26.6) (1.6)
In January 2014, the Group finalised a settlement agreement in respect of a
contract taken over by PDVSA in 2009. A gain of $58.4m has been recorded in the
income statement. $5.5m of the settlement relates to a minority shareholder.
Further restructuring charges of $7.5m have been recorded in the period in
relation to the decision made in 2013 to exit certain markets in the Wood Group
PSN Production Services Americas business.
Transaction related costs of $23.0m are in respect of Ethos in 2014 and are
discussed below.
EthosEnergy Transaction
On 6 May 2014, the Group's joint venture with Siemens, EthosEnergy ("Ethos")
was formed. Whilst Wood Group has a 51% shareholding in the new entity,
significant decision making requires unanimous consent from both shareholders.
Wood Group does not have control and the business is therefore accounted for as
a joint venture. The initial transaction was accounted for as follows:
$m $m
Book value of Wood Group net assets transferred to 541.8
Ethos
Cash received and receivable (157.4)
Wood Group net assets disposed 384.4
Value of Wood Group's investment in Ethos (384.4)
-
Wood Group costs associated with the creation of Ethos
Cumulative foreign exchange losses recycled through the 7.0
income statement
Transaction related costs 16.0 23.0
Net impact of transaction included in exceptional 23.0
items
The value of Wood Group's investment in Ethos represents the fair value of the
net assets disposed.
In respect of cash received and receivable of $157.4m, under the joint venture
agreement Wood Group received a 51% ownership interest in Ethos, and Ethos was
required to pay Wood Group $70.0m, of which $21m was paid in May 2014. In
addition, an estimated $87.4m will be paid by Ethos in respect of post close
adjustments for items including working capital and indebtedness at the date of
formation.
Foreign exchange losses of $7.0m which were recorded in the currency
translation reserve in prior periods in relation to the businesses transferred
into Ethos have been recycled through the income statement as required by IAS
21.
Transaction costs include legal fees and other costs associated with the setup
of the joint venture, accelerated share based charges and a provision for
liabilities which the Group has retained as part of the joint venture
agreement.
Taxation
The effective tax rate on profit before tax and exceptional items including
joint ventures and discontinued operations on a proportionally consolidated
basis is set out below.
Interim Interim Full year
Jun 2014 Jun 2013 Dec 2013
$m $m $m
Profit from continuing operations 184.1 186.6 412.3
before tax (pre-exceptional items)
Tax charge (pre-exceptional items) 50.5 51.3 113.4
Effective tax rate on continuing 27.4% 27.5% 27.5%
operations (pre-exceptional items)
The tax charge above includes $6.1m in relation to joint ventures (June 2013:
$6.4m).
Going forward we expect the effective tax rate, to remain around 27.5% in the
medium term.
The effective tax charge under equity accounting is 25.2%. The pre tax profit
number used to compute this figure includes the post tax contribution from
joint ventures and as such we do not consider this to be a meaningful measure.
Earnings per share
Adjusted diluted EPS for the six months to 30 June 2014 was 44.4 cents per
share (2013: 44.5 cents). The average number of fully diluted shares used in
the EPS calculation for the period was 374.6m (June 2013: 374.7m).
Adjusted diluted EPS adds back all amortisation. If only the amortisation
related to intangible assets arising on acquisition is adjusted and no
adjustment is made for that relating to software and development costs, the
figure for June 2014 would be 40.6 cents per share (June 2013: 40.6 cents).
Dividend
In February, we signaled our confidence in the longer term outlook for the
Group and committed to increasing the dividend in 2014 by around 25%.
In line with our policy, an interim dividend of 8.9 cents per share (2013: 7.1
cents) has been declared which will be paid on 25 September 2014, representing
an increase of 25%. The dividend is covered 5.0 times (June 2013: 6.3 times) by
adjusted earnings per share.
The Group continues to adopt a progressive dividend policy taking into account
its capital requirements, cash flows and earnings. Since IPO the Group has
increased the dividend by an equivalent of 20% per annum compound.
Cash flow and net debt
The cash flow and net debt position below has been prepared using equity
accounting for joint ventures, and as such does not proportionally consolidate
the assets and liabilities of joint ventures. Our share of net cash in Joint
Ventures is added at the bottom of the cash flow to show the total net debt
including JVs. The gross and net debt figures including joint ventures are
given below.
Interim Interim Full year
Jun 2014 Jun 2013 Dec 2013
$m $m $m
Opening net debt (excluding JV's) (325.3) (145.5) (145.5)
Cash generated from operations pre 330.1 268.7 573.8
working capital (excluding JV's)
Working capital movements (excluding (193.4) (159.3) (65.2)
JV's)
Cash generated from operations 136.7 109.4 508.6
Acquisitions, capex and intangibles (133.1) (78.0) (427.1)
Tax paid (49.4) (48.5) (123.7)
Interest, dividends and other (79.8) (59.7) (137.6)
Increase in net debt (125.6) (76.8) (179.8)
Closing net debt (excluding JV's) (450.9) (222.3) (325.3)
JV net cash 23.5 4.6 15.8
Closing net debt (including JV's) (427.4) (217.7) (309.5)
Throughout the period the Group debt levels (including JV cash and debt) are
set out below.
Interim Interim Full Year
Jun 2014 Jun 2013 Dec 2013
$m $m $m
Average net debt 390.3 221.6 258.4
Average gross debt 588.8 391.8 436.0
Closing net debt 427.4 217.7 309.5
Closing gross debt 637.4 372.7 493.0
Cash generated from operations pre-working capital increased by $61.4m to
$330.1m and post-working capital increased by $27.3m to $136.7m.
The majority of the higher working capital outflow of $193.4m in the first half
of 2014 was due to increased receivables. This was caused in part by higher
levels of activity in the first half of 2014 compared to the second half of
2013 and also by the typical seasonality seen at the end of the year, not being
repeated at 30 June 2014.
Acquisitions, capex and intangibles include $60.8m in relation to acquisitions
(2013: $16.6m). Of this amount, $23.4m relates to the acquisitions of Sunstone,
Meesters and Cape. $37.4m relates to payments made in respect of companies
acquired in prior periods. Payments for capex and intangible assets increased
to $68.0m (2013: $60.1m). This included a significant investment in plant and
infrastructure related to our US shale expansion and ongoing ERP and system
related expenditure.
Interest, dividends and other, increased due to the inclusion of amounts
relating to the Ethos transaction.
Summary Balance Sheet
The balance sheet below has been prepared using equity accounting for joint
ventures, and as such does not proportionally consolidate the joint ventures
assets and liabilities.
Interim Interim Full year
Jun 2014 Jun 2013 Dec 2013
$m $m $m
Non-current assets 2,682.6 2,158.4 2,276.3
Current assets 1,783.3 1,903.8 2,052.7
Current liabilities (1,070.5) (1,191.2) (1,267.4)
Net current assets 712.8 712.6 785.3
Non-current liabilities (835.5) (601.9) (645.3)
Net assets 2,559.9 2,269.1 2,416.3
Equity attributable to owners of 2,549.5 2,260.5 2,407.4
the parent
Non-controlling interests 10.4 8.6 8.9
Total equity 2,559.9 2,269.1 2,416.3
The increase in non-current assets since December 2013 is largely related to
the investment in Ethos, goodwill and other intangible assets in relation to
acquisitions made and expenditure on property, plant and equipment.
The reduction in net current assets since December 2013 is due to the move to
equity accounting for joint ventures as required by IFRS 11, including the
impact of the new Ethos joint venture, offset by higher receivables as noted in
the commentary on the cash flow.
Capital efficiency
Net debt (including our share of JV net debt) to annualised Total EBITDA at 30
June 2014 was 0.8 times (June 2013: 0.4 times). The Board would generally
expect net debt to EBITDA on this basis to be in a range of around 0.5 to 1.5
times going forward and to be typically below 1.0 times.
The Group's Return on Capital Employed ("ROCE")5 reduced from 18.1% at 30 June
2013 to 16.0% due to higher average working capital, combined with higher
goodwill and other intangible assets recognised on acquisition, as well as the
lower EBITA margin in the period.
The Group's ratio of average Operating Capital Employed to Revenue (OCER)
worsened from 15.2% to 16.0%, as average operating capital grew at a faster
rate than revenue. This was primarily due to higher average working capital in
Wood Group PSN.
Principal risks and uncertainties
The principal risks and uncertainties facing the Group in the second half of
2014 that could lead to a significant loss of reputation or could impact on the
performance of the Group, along with our approach to managing, mitigating and
monitoring these risks, remain broadly unchanged from those described in the
Group's 2013 Annual Report. The key risks are in the following categories:
* Safety & Assurance
* Operational
* Financial
* Environmental
* Commercial
* Compliance
* People
* Strategic
The mitigating factors are designed to reduce, but cannot be relied upon to
eliminate, the risk areas identified. For further details on the management of
risk and the principal risks and uncertainties see pages 21 to 23 of the
Group's 2013 Annual Report.
***********************
Footnotes
1 Total EBITA represents operating profit including JVs on a proportional basis
of $221.5m (2013: $225.7m) before the deduction of amortisation of $50.3m
(2013: $48.8m) and exceptional income of $27.9m (2013: $31.3m) and is provided
as it is a key unit of measurement used by the Group in the management of its
business.
2 Adjusted diluted earnings per share ("AEPS") is calculated by dividing
earnings before exceptional items and amortisation, net of tax, by the weighted
average number of ordinary shares in issue during the period, excluding shares
held by the Group's employee share ownership trusts and adjusted to assume
conversion of all potentially dilutive ordinary shares.
3 Number of people includes both employees and contractors at 30 June 2014 and
includes our proportional share of headcount in joint ventures.
4 Interest cover is EBITA divided by the net finance expense.
5 Return of Capital Employed ("ROCE") is EBITA divided by average capital
employed.
Unaudited Interim June 2014 Unaudited Interim June Audited Full Year December 2013
2013 (restated) (restated)
Exce- Exce-
Pre- ptional Total Pre- Exceptional Total Pre- ptional Total
exceptional items exceptional items exceptional items
Note items (note 3) items (note 3) items (note 3)
$m $m $m $m $m $m $m $m $m
Revenue from 2 3,224.4 - 3,224.4 2,788.7 - 2,788.7 5,753.2 - 5,753.2
continuing
operations
Cost of sales (2,738.5) - (2,738.5) (2,342.6) - (2,342.6) (4,803.3) - (4,803.3)
Gross profit 485.9 - 485.9 446.1 - 446.1 949.9 - 949.9
Administrative (313.2) 50.9 (262.3) (288.5) 17.3 (271.2) (588.3) 1.1 (587.2)
expenses
Share of 18.7 - 18.7 8.8 - 8.8 29.9 (28.0) 1.9
post-tax profit
from joint
ventures
Operating profit 2 191.4 50.9 242.3 166.4 17.3 183.7 391.5 (26.9) 364.6
Finance income 0.6 - 0.6 0.6 - 0.6 1.1 - 1.1
Finance expense (9.6) - (9.6) (8.0) - (8.0) (18.9) - (18.9)
Profitbefore tax 182.4 50.9 233.3 159.0 17.3 176.3 373.7 (26.9) 346.8
from continuing
operations
Taxation 8 (45.9) (13.0) (58.9) (32.8) (4.7) (37.5) (83.1) 0.9 (82.2)
Profit for the 136.5 37.9 174.4 126.2 12.6 138.8 290.6 (26.0) 264.6
period from
continuing
operations
(Loss)/profit
from (2.9) (21.6) (24.5) 9.1 14.0 23.1 8.3 27.6 35.9
discontinued
operations net
of tax
Profit for the 133.6 16.3 149.9 135.3 26.6 161.9 298.9 1.6 300.5
period
Profit
attributable to:
Owners of the 129.7 10.8 140.5 131.5 26.6 158.1 294.3 1.6 295.9
parent
Non-controlling 3.9 5.5 9.4 3.8 - 3.8 4.6 - 4.6
interests
133.6 16.3 149.9 135.3 26.6 161.9 298.9 1.6 300.5
Earnings per share
(expressed in
cents per share)
Basic 7 35.5 3.0 38.5 36.2 7.3 43.5 81.0 0.4 81.4
Diluted 7 34.6 2.9 37.5 35.1 7.1 42.2 78.8 0.4 79.2
The income statement for prior periods has been restated to show the results
from joint ventures under equity accounting (proportional consolidation was
used previously). The June 2013 income statement has been restated to show the
results of the businesses that transferred to the EthosEnergy joint venture as
discontinued. The 2014 losses of these businesses for the period prior to the
formation of EthosEnergy are also shown as discontinued.
The notes on pages 22 to 34 are an integral part of the interim financial
statements.
page 17
John Wood Group PLC
Group statement of comprehensive income
for the six month period to 30 June 2014
Unaudited Unaudited Audited
Interim Interim Full Year
June June December
2014 2013 2013
$m $m $m
Profit for the period 149.9 161.9 300.5
Other comprehensive income
Items that will not be reclassified to profit or
loss
Remeasurement gains on retirement benefit - - 16.5
obligations
Movement in deferred tax relating to retirement - - (3.8)
benefit obligations
Total items that will not be reclassified to - - 12.7
profit or loss
Items that may be reclassified subsequently to
profit or los
Cash flow hedges (0.4) 0.6 0.2
Net exchange movements on retranslation of 39.1 (95.2) (37.6)
foreign currency net assets
Net exchange movements on retranslation of 0.1 (0.6) (0.2)
non-controlling interests
Total items that may be reclassified subsequently 38.8 (95.2) (37.6)
to profit or loss
Other comprehensive income/(expense) for the 38.8 (95.2) (24.9)
period, net of tax
Total comprehensive income for the period 188.7 66.7 275.6
Total comprehensive income for the period is
attributable to:
Owners of the parent 179.2 63.5 271.2
Non-controlling interests 9.5 3.2 4.4
188.7 66.7 275.6
Total comprehensive income for the period is
attributable to:
Continuing operations 213.2 43.6 239.7
Discontinued operations (24.5) 23.1 35.9
188.7 66.7 275.6
Exchange movements on the retranslation of foreign currency net assets would
only be subsequently reclassified through profit or loss in the event of the
disposal of a business.
The notes on pages 22 to 34 are an integral part of the interim financial
statements.
page 18
John Wood Group PLC
Group balance sheet
as at 30 June 2014
(Restated) (Restated)
Unaudited Unaudited Audited
Interim Interim Full Year
June June December
2014 2013 2013
Note $m $m $m
Assets
Non-current assets
Goodwill and other intangible assets 1,901.6 1,733.3 1,855.0
Property plant and equipment 193.6 165.5 187.3
Investment in joint ventures 474.4 158.0 137.8
Long term receivables 78.3 62.0 68.0
Deferred tax assets 34.7 39.6 28.2
2,682.6 2,158.4 2,276.3
Current assets
Inventories 9.5 339.4 11.4
Trade and other receivables 1,587.2 1,404.6 1,242.8
Income tax receivable 38.9 32.5 19.1
Assets held for sale - - 634.4
Cash and cash equivalents 12 147.7 127.3 145.0
1,783.3 1,903.8 2,052.7
Liabilities
Current liabilities
Borrowings 12 12.7 27.2 74.1
Trade and other payables 962.9 1,048.1 951.1
Liabilities held for sale - - 183.0
Income tax liabilities 94.9 115.9 59.2
1,070.5 1,191.2 1,267.4
Net current assets 712.8 712.6 785.3
Non-current liabilities
Borrowings 12 585.9 322.4 396.2
Deferred tax liabilities - 5.9 -
Retirement benefit obligations 9 36.6 52.3 41.2
Other non-currentliabilities 127.0 136.4 141.7
Provisions 86.0 84.9 66.2
835.5 601.9 645.3
Net assets 2,559.9 2,269.1 2,416.3
Equity attributable to owners of the
parent
Share capital 23.6 23.5 23.6
Share premium 56.0 54.3 56.0
Retained earnings 1,960.0 1,768.7 1,856.6
Other reserves 509.9 414.0 471.2
2,549.5 2,260.5 2,407.4
Non-controlling interests 10.4 8.6 8.9
Total equity 2,559.9 2,269.1 2,416.3
The balance sheet for prior periods has been restated to show the share of net
assets of joint ventures under equity accounting (proportional consolidation
was used previously).
The notes on pages 22 to 34 are an integral part of the interim financial
statements.
page 19
John Wood Group PLC
Group statement of changes in equity
for the six month period to 30 June 2014
Equity
attributable Non-controlling
Share Share Retained Other to owners of interests Total
capital premium earnings reserves the parent equity
Note $m $m $m $m $m $m $m
At 1 January 2013 23.5 54.3 1,640.7 508.6 2,227.1 8.2 2,235.3
Profit for the period - - 158.1 - 158.1 3.8 161.9
Other comprehensive income:
Cash flow hedges - - - 0.6 0.6 - 0.6
Net exchange movements on - - - (95.2) (95.2) (0.6) (95.8)
retranslation of foreign
currency net assets
Total comprehensive income - - 158.1 (94.6) 63.5 3.2 66.7
for the period
Transactions with owners:
Dividends paid 4 - - (41.4) - (41.4) (2.8) (44.2)
Credit relating to share 13 - - 11.4 - 11.4 - 11.4
based charges
Shares purchased by employee - - (12.7) - (12.7) - (12.7)
share trusts
Shares disposed of by - - 5.7 - 5.7 - 5.7
employee share trusts
Exchange movements in - - 7.7 - 7.7 - 7.7
respect of shares held
by employee share trusts
Transactions with non- - - (0.8) - (0.8) - (0.8)
controlling interests
At 30 June 2013 23.5 54.3 1,768.7 414.0 2,260.5 8.6 2,269.1
At 1 January 2014 23.6 56.0 1,856.6 471.2 2,407.4 8.9 2,416.3
Profit for the period - - 140.5 - 140.5 9.4 149.9
Other comprehensive income:
Cash flow hedges - - - (0.4) (0.4) - (0.4)
Net exchange movements - - - 39.1 39.1 0.1 39.2
on retranslation of
foreign currency net
assets
Total comprehensive income - - 140.5 38.7 179.2 9.5 188.7
for the period
Transactions with owners:
Dividends paid 4 - - (54.5) - (54.5) (1.0) (55.5)
Credit relating to share 13 - - 13.2 - 13.2 - 13.2
based charges
Shares disposed of by - - 9.1 - 9.1 - 9.1
employee share trusts
Exchange movements in - - (4.9) - (4.9) - (4.9)
respect of shares held
by employee share trusts
Transactions with non- - - - - - (7.0) (7.0)
controlling interests
At 30 June 2014 23.6 56.0 1,960.0 509.9 2,549.5 10.4 2,559.9
The figures presented in the above tables are unaudited.
Other reserves include the capital redemption reserve, capital reduction
reserve, merger reserve, currency translation reserve and the hedging reserve.
The notes on pages 22 to 34 are an integral part of the interim financial
statements.
page 20
John Wood Group PLC
Group cash flow statement
for the six month period to 30 June 2014
(Restated) (Restated)
Unaudited Unaudited Audited
Interim Interim Full Year
June 2014 June 2013 Dec 2013
Note $m $m $m
Cash generated from operations 11 136.7 109.4 508.6
Tax paid (49.4) (48.5) (123.7)
Net cash from operating activities 87.3 60.9 384.9
Cash flows from investing activities
Acquisition of subsidiaries (net of cash and 5 (60.8) (16.6) (287.3)
borrowings acquired)
Acquisitions of non-controlling interests (4.3) - (3.1)
Proceeds from divestment of subsidiaries - - 0.3
(net of cash and borrowings divested and
divestment costs)
Payment received in relation to EthosEnergy 21.0 - -
transaction
Purchase of property plant and equipment (36.2) (34.6) (84.5)
Proceeds from sale of property plant and 0.1 1.0 2.3
equipment
Purchase of intangible assets (31.8) (25.5) (50.9)
Interest received 0.6 0.6 1.1
Loans to joint ventures (47.6) (0.6) (6.6)
Investment in joint ventures - (1.3) (1.3)
Net cash used in investing activities (159.0) (77.0) (430.0)
Cash flows from financing activities
Proceeds from bank loans 124.9 59.4 166.7
Purchase of shares by employee share trusts - (12.7) (47.8)
Disposal of shares by employee share trusts 9.1 5.7 7.9
Interest paid (5.6) (13.2) (18.0)
Dividends paid to shareholders 4 (54.5) (41.4) (67.4)
Dividends paid to non-controlling interests (1.0) (2.8) (3.1)
Net cash from/(used in) financing activities 72.9 (5.0) 38.3
Net increase/(decrease) in cash and cash 1.2 (21.1) (6.8)
equivalents
Effect of exchange rate changes on cash and 1.5 (8.8) (5.4)
cash equivalents
Opening cash and cash equivalents 145.0 157.2 157.2
Closing cash and cash equivalents 147.7 127.3 145.0
The cash flow statement for prior periods has been restated to show the cash
flows from joint ventures under equity accounting (proportional consolidation
was used previously).
The notes on pages 22 to 34 are an integral part of the interim financial
statements.
page 21
John Wood Group PLC
Notes to the interim financial statements
for the six month period to 30 June 2014
1.Basis of preparation
The interim report and financial statements for the six months
ended 30 June 2014 have been prepared in accordance with the Disclosure and
Transparency Rules of the Financial Conduct Authority and with IAS 34 `Interim
financial reporting' as adopted by the European Union. The interim report and
financial statements should be read in conjunction with the Group's 2013
Annual Report and Accounts which have been prepared in accordance with IFRSs
as adopted by the European Union.
The interim report and financial statements have been prepared on
the basis of the accounting policies set out in the Group's 2013 Annual Report
and Accounts and those new standards discussed below which are applicable from
1 January 2014. The interim report and financial statements do not comprise
statutory accounts within the meaning of section 434of the Companies Act 2006.
The interim financial statements were approved by the Board of Directors on 18
August 2014. The results for the six months to 30 June 2014 and the
comparative results for six months to 30 June 2013 are unaudited. The
comparative figures for the year ended 31 December 2013 do not constitute the
statutory financial statements for that year. Those financial statements have
been delivered to the Registrar of Companies and include the auditor's report
which was unqualified and did not contain any statement under Section 498 of
the Companies Act 2006.
As required by IFRS 11, the Group's interests in joint ventures
have been consolidated using equity accounting for the six months ended 30
June 2014. In previous periods, the Group used proportional consolidation to
account for its interests in joint ventures. The comparative figures for June
2013 and December 2013 have been restated accordingly.
After making enquiries, the directors have a reasonable expectation
that the Group has adequate resources to continue in operational existence for
the foreseeable future.
The Group therefore continues to adopt the going concern basis in
preparing the consolidated interim financial statements.
In preparing these interim financial statements, the significant
judgments made by management in applying the Group's accounting policies and
the key sources of estimation uncertainty were the same as those applied to
the consolidated financial statements for the year ended 31 December 2013, to
the extent that they now
encompass an additional critical accounting estimate and judgment.
Accounting for the EthosEnergy joint venture
The Group has used equity accounting to record its investment in the
EthosEnergy joint venture. The accounting for the joint venture required the
exercise of management's judgment relating to the assessment of whether
EthosEnergy is controlled or jointly controlled. Based on management's
judgment, control of the entities transferred to EthosEnergy was lost on
creation of the joint venture and that going forward EthosEnergy is jointly
controlled. Accordingly the Group has
equity accounted for the investment in accordance with IFRS 11. On
establishment of the Group's investment in EthosEnergy, an assessment of the
initial carrying value of that investment was made, which required the
application of management judgment. Future events could cause the assumptions
used by the Group to change which could have a significant impact on the
carrying value of the investment.
Functional currency
The Group's earnings stream is primarily US dollars and the
principal functional currency is the US dollar, being the most representative
currency of the Group. The Group's financial statements are therefore prepared
in US dollars.
The following exchange rates have been used in the preparation of
these accounts:
June 2014 June 2013
Average rate £1 = $ 1.6706 1.5467
Closing rate £1 = $ 1.7099 1.5167
Disclosure of impact of new and future accounting standards
(a) Amended standards and interpretations
The following revisions and amendments to standards and
interpretations are mandatory as of 1 January 2014:
- IFRS 10 `Consolidated financial statements'
- IFRS 11 `Joint arrangements'
- IFRS 12 `Disclosure of interests in other entities'
Up until 31 December 2013, the Group accounted for its interests in joint
ventures using proportional consolidation. As IFRS 11 does not permit
proportional consolidation, from 1 January 2014, for all periods presented,
the Group has accounted for its interests in joint ventures using equity
accounting. The use of equity accounting has no impact on Group profit for the
year or earnings per share, but does impact the presentation of the Group's
interests in joint ventures in the income statement, the balance sheet and the
cash flow statement. Comparative figures have been restated to reflect the
change to equity accounting. For further details see note 18 to the interim
financial statements.
(b) Standards, amendments and interpretations to existing standards
that are not yet effective and have not been early adopted by the Group
The following relevant standards and amendments and interpretations
to existing standards have been published and are mandatory for the
Group's accounting periods beginning on or after 1 January 2015, but the Group
has not early adopted them:
- IFRS 15 `Revenue from contracts with customers' was published in May 2014
and is effective for accounting periods beginning on or after 1 January 2017.
The Group is in the process of assessing the likely impact of this standard on
the financial statements.
page 22
John Wood Group PLC
Notes to the interim financial statements
for the six month period to 30 June 2014
2. Segmental reporting
The Group operates through two segments, Wood Group Engineering and Wood Group
PSN. Following the formation of the EthosEnergy joint venture in May 2014, all
of the Group's predominantly opex related turbine activity is carried out
through joint ventures and is now managed and reported as part of the Wood
Group PSN division. In order to provide visibility over the performance of the
turbine activities, they are included on a separate line in the table below
(Wood Group PSN - Turbine activities). This presentation is consistent with
the Group's internal management reporting.
Under IFRS 11, the Group is now required to account for joint ventures using
equity accounting, however for management reporting the Group continues to use
proportional consolidation hence the inclusion of the proportional
presentation in this note.
The segment information provided to the Chief Operating Decision Maker for the
reportable operating segments for theperiod included the following:
Reportable operating segments
Revenue EBITDA (1) EBITA (1) Operating profit
Un- Un- Un- Un- Un- Un- Un- Un-
audited audited Audited audited audited Audited audited audited Audited audited audited Audited
Interim Interim Full Interim Interim Full Interim Interim Full Interim Interim Full
June June Year June June Year June June Year June June Year
2014 2013 2013 2014 2013 2013 2014 2013 2013 2014 2013 2013
$m $m $m $m $m $m $m $m $m $m $m $m
Wood Group 1,019.8 982.6 1,985.4 116.3 126.7 260.3 108.8 119.8 246.0 95.3 121.8 228.0
Engineering
Wood Group 2,341.6 1,913.7 3,996.0 176.4 119.4 281.5 163.0 111.1 262.1 181.5 83.2 161.9
PSN - Production
Services
Wood Group 439.8 550.8 1,082.8 6.5 48.4 95.1 0.1 40.6 80.8 (3.2) 36.1 65.0
PSN - Turbine
activities
Well Support - - - - - - - - - - - 14.0 34.4
discontinued
Central
costs (2) - - (25.7) (26.4) (52.0) (28.0) (28.3) (55.9) (52.1) (29.4) (57.9)
Total 3,801.2 3,447.1 7,064.2 273.5 268.1 584.9 243.9 243.2 533.0 221.5 225.7 431.4
Remove (188.5) (356.4) (652.5) (0.7) (31.0) (45.8) 1.7 (25.5) (36.4) 27.3 (35.2) (55.2)
discontinued
Remove share of (388.3) (302.0) (658.5) (32.0) (19.3) (48.9) (26.1) (15.8) (41.8) (25.2) (15.6) (13.5)
joint ventures
Total continuing 3,224.4 2,788.7 5,753.2 240.8 217.8 490.2 219.5 201.9 454.8 223.6 174.9 362.7
operations
excluding
joint ventures
Share of 18.7 8.8 1.9
post-tax
profit from
joint
ventures
Operating profit 242.3 183.7 364.6
Finance income 0.6 0.6 1.1
Finance expense (9.6) (8.0) (18.9)
Profit before 233.3 176.3 346.8
taxation from
continuing
operations
Tax on continuing (58.9) (37.5) (82.2)
operations
Profit for the 174.4 138.8 264.6
period from
continuing
operations
(Loss)/Profit from (24.5) 23.1 35.9
discontinued
operations, net of tax
Profit for 149.9 161.9 300.5
the period
1. Total EBITDA represents total operating profit of $221.5m (2013:
$225.7m) before the charge for depreciation of property, plant and equipment
of $29.6m (2013: $24.9m), amortisation of $50.3m (2013: $48.8m) and
exceptional credits of $27.9m (2013: $31.3m). The Total line includes the
proportional share of all joint venture activity. EBITA represents EBITDA less
depreciation. EBITA is the key unit of measurement used by the Group in the
management of its business.
2. Central costs include the costs of certain management personnel
in both the UK and the US, along with an element of Group infrastructure
costs. Operating profit for the period to June 2014 is stated after deducting
$23.0m of costs relating to the EthosEnergy transaction (see note 3 to the
interim financial statements).
3. Revenue arising from sales between segments is not material.
4. Discontinued activities relate to the turbine businesses
transferred to the EthosEnergy joint venture in May 2014. Comparative figures
have been restated accordingly.
page 23
John Wood Group PLC
Notes to the interim financial statements
for the six month period to 30 June 2014
2. Segmental reporting (continued)
Segment assets
Unaudited Unaudited Audited
Interim Interim Full Year
June 2014 June 2013 December 2013
$m $m $m
Wood Group Engineering 976.1 937.2 880.0
Wood Group PSN - Production Services 2,507.3 2,037.8 2,342.9
Wood Group PSN - Turbine activities 610.1 975.1 967.8
Unallocated 372.4 112.1 138.3
4,465.9 4,062.2 4,329.0
Unallocated segment assets include cash, income tax and deferred tax balances
and amounts receivable in relation to the formation of the EthosEnergy joint
venture.
3. Exceptional items
Unaudited Unaudited Audited
Interim Interim Full Year
June 2014 June 2013 December 2013
$m $m $m
Exceptional items included in continuing operations
Venezuelan settlement (58.4) - -
Restructuring charges 7.5 - 15.9
Lease termination income - (15.3) (15.1)
Onerous contract - - 28.0
Other - (2.0) (1.9)
(50.9) (17.3) 26.9
Taxation 13.0 4.7 (0.9)
Continuing operations exceptional items, net of tax (37.9) (12.6) 26.0
Exceptional items included in discontinued operations
Gain on divestment - Well Support - (14.0) (34.4)
Costs relating to EthosEnergy transaction (see note 6) 23.0 - 7.0
23.0 (14.0) (27.4)
Taxation (1.4) - (0.2)
Discontinued operations exceptional items, net of tax 21.6 (14.0) (27.6)
Total exceptional items, net of tax (16.3) (26.6) (1.6)
In January 2014, the Group finalised a settlement agreement in respect of a
contract taken over by PDVSA in 2009 and a gain of $58.4m has been recorded in
the income statement. $5.5m of the settlement is attributable to a minority
shareholder.
Further restructuring charges of $7.5m have been recorded in the period in
relation to the decision made in 2013 to exit certain markets in Wood Group
PSN Production Services Americas business.
For details of the EthosEnergy transaction see note 6.
Full details of the 2013 exceptional items are included in the 2013 Annual
Report and Accounts.
page 24
John Wood Group PLC
Notes to the interim financial statements
for the six month period to 30 June 2014
4. Dividends
Unaudited Unaudited Audited
Interim Interim Full Year
June 2014 June 2013 December 2013
$m $m $m
Dividends on ordinary shares
Final paid 54.5 41.4 41.4
Interim paid - - 26.0
Total dividends 54.5 41.4 67.4
After the balance sheet date, the directors declared an interim
dividend of 8.9cents per share (2013: 7.1 cents) which will be paid on 25
September 2014. The interim financial statements do not reflect the interim
dividend, which will result in an estimated reduction of $32.7m in equity
attributable to owners of the parent. This will be shown as an appropriation
of retained earnings in the financial statements for the year ended 31
December 2014.
5. Acquisitions
In January 2014, the Group acquired the assets of Meesters, aspecialist
fabrication business based in the Bakken shale region in North Dakota. In April
2014, the Group acquired70% of the share capital of Cape Software Inc, a Texas
based provider of simulation software and services for industrial control
systems used by the oil & gas and other process-based industries. Also in April
2014, the Group acquired100% of the share capital of Calgary based Sunstone
Projects Ltd, a pipeline consulting company providing engineering, procurement
and construction management services to clients in the Canadian oil & gas
industry. Initial consideration (net of $4.4m cash acquired) for these
acquisitions was $23.4m and contingent consideration of $5.9m has been
provided. Goodwill and intangible assets of $25.3m has been recorded on the
acquisitions, the accounting for which will be finalised by 31 December 2014.
Contingent consideration payments amounting to $37.4m were made during the
period in relation to acquisitions completed in previous years. Estimated
contingent consideration liabilities at 30 June 2014 amounted to $58.3m (2013:
$85.7m) and are payable over the next three years.
6. Divestments
On 6 May 2014, the Group's joint venture with Siemens, EthosEnergy was formed.
Whilst Wood Group has a 51% shareholding in the new entity, all significant
decision making requires unanimous consent from both parties and therefore
Wood Group do not have control and the new business is accounted for as a joint
venture. The transaction was accounted for under IAS 28 as set out below.
$m $m
Book value of Wood Group net assets transferred to EthosEnergy 541.8
Cash received and receivable (157.4)
Wood Group net assets disposed 384.4
Value of Wood Group's investment in EthosEnergy (384.4)
-
Wood Group costs associated with the creation of EthosEnergy
Cumulative foreign exchange losses recycled through the income statement 7.0
Accelerated share based charges 4.8
Legal and other costs 11.2 23.0
Net impact of transaction included in exceptional items per note 3 23.0
The value of Wood Group's investment in EthosEnergy represents the
fair value of the net assets disposed.
Under the joint venture agreement Wood Group received a 51% ownership interest
in EthosEnergy and EthosEnergy was required to pay Wood Group $70.0m, of which
$21.0m was paid in May 2014. In addition, an estimated $87.4m will be paid by
EthosEnergy in respect of post close adjustments for items including working
capital and indebtedness at the date of formation.
Foreign exchange losses of $7.0m, which were recorded in the
currency translation reserve in prior periods in relation to the businesses
transferred to EthosEnergy, have been recycled through the income statement as
required by IAS 21. Further details of the accelerated share based charges are
provided in note 13.
page 25
John Wood Group PLC
Notes to the interim financial statements
for the six month period to 30 June 2014
7. Earnings per share
Unaudited Interim Unaudited Interim Audited Full Year
June 2014 June 2013 December 2013
Earnings Earnings Earnings
attributable Number Earnings attributable attributable
to equity of per to equity Number of Earnings to equity Number of Earnings
shareholders shares share shareholders shares per share shareholders shares per share
($m) (millions) (cents) ($m) (millions) (cents) ($m) (millions) (cents)
Basic pre- 129.7 364.8 35.5 131.5 363.6 36.2 294.3 363.3 81.0
exceptional
Exceptional items, 10.8 - 3.0 26.6 - 7.3 1.6 - 0.4
net of tax and
non-controlling
interests
Basic 140.5 364.8 38.5 158.1 363.6 43.5 295.9 363.3 81.4
Effect of dilutive - 9.8 (1.0) - 11.1 (1.3) - 10.2 (2.2)
ordinary shares
Diluted 140.5 374.6 37.5 158.1 374.7 42.2 295.9 373.5 79.2
Exceptional items, net (10.8) - (2.9) (26.6) - (7.1) (1.6) - (0.4)
of tax and non-
controlling
interests
oDiluted pre- 129.7 374.6 34.6 131.5 374.7 35.1 294.3 373.5 78.8
exceptional
items
Amortisation, 36.5 - 9.8 35.4 - 9.4 74.0 - 19.8
net of tax
Adjusted diluted 166.2 374.6 44.4 166.9 374.7 44.5 368.3 373.5 98.6
Adjusted basic 166.2 364.8 45.6 166.9 363.6 45.9 368.3 363.3 101.4
Basic discontinued earnings per share for the period is (6.7) cents
(2013: 6.4 cents) and diluted discontinued earnings per share is (6.5) cents
(2013: 6.2 cents).
The calculation of basic earnings per share (`EPS') is based on the
earnings attributable to equity shareholders divided by the weighted average
number of ordinary shares in issue during the period, excluding shares held by
the Group's employee share trusts. For the calculation of diluted EPS, the
weighted average number of ordinary shares in issue is adjusted to assume
conversion of all potentially dilutive ordinary shares. The Group's dilutive
ordinary shares comprise share options granted to employees under Employee
Share Option Schemes and the Long Term Retention Plan and shares and share
options awarded under the Group's Long Term Incentive Plan and Long Term Plan.
Adjusted basic and adjusted diluted EPS are disclosed to show the results
excluding the impact of exceptional items and amortisation, net of tax.
8. Taxation
The taxation charge, recognising the profits from joint ventures on
a proportional basis, for the six months ended 30 June 2014is 27.4% which is
the anticipated effective rate on profit before taxation and exceptional items
for the year ending 31 December 2014 (June 2013: 27.5%). The table below shows
how these rates reconcile to the amounts presented in the income statement.
Unaudited Interim Unaudited Interim Audited Full Year
June 2014 June 2013 December 2013
Profit Rate Profit Rate Profit Rate
before Tax before Tax before Tax
tax charge tax charge tax charge
$m $m % $m $m % $m $m %
Amounts reported in the income statement 233.3 58.9 25.2 176.3 37.5 21.3 346.8 82.2 23.7
Adjust for joint ventures, discontinued (49.2) (8.4) 10.3 13.8 65.5 31.2
operations and exceptional items
Adjusted effective rate 184.1 50.5 27.4 186.6 51.3 27.5 412.3 113.4 27.5
9. Retirement benefit obligations
On 30 June 2014, the Group closed its defined benefit scheme to future
accrual. A past service gain of $6.7m arose as a result of the closure of the
scheme and this amount has been credited to the income statement in the
period.
10. Related party transactions
The following transactions were carried out with the Group's joint
ventures in the six months to 30 June. These transactions comprise sales and
purchase of goods and services in the ordinary course of business. The
receivables include loans to certain joint venture companies and amounts
receivable in relation to the formation of the EthosEnergy joint venture.
Unaudited Unaudited Audited
Interim Interim Full Year
June 2014 June 2013 December 2013
$m $m $m
Sales of goods and services to joint ventures 30.7 13.4 25.1
Purchase of goods and services from joint ventures 3.0 4.0 11.7
Receivables from joint ventures 219.8 73.8 87.0
Payables to joint ventures 18.7 2.4 9.8
page 26
John Wood Group PLC
Notes to the interim financial statements
for the six month period to 30 June 2014
11. Cash generated from operations
(Restated) (Restated)
Unaudited Unaudited Audited
Interim Interim Full Year
June 2014 June 2013 December
2013
$m $m $m
Reconciliation of operating profit to cash
generated from operations:
Operating profit from continuing operations 242.3 183.7 364.6
Less share of post-tax profit from joint (18.7) (8.8) (1.9)
ventures
223.6 174.9 362.7
Operating (loss)/profit from discontinued (27.3) 35.2 55.2
operations
Adjustments (excluding share of joint ventures)
Depreciation 23.7 21.4 44.8
Loss on disposal of property plant and 2.1 0.7 1.6
equipment
Amortisation of intangible assets 49.4 48.6 101.7
Share based charges 17.4 14.2 22.4
Increase /(decrease) in provisions 5.5 (10.7) (7.5)
Dividends from joint ventures 10.3 6.1 24.7
Exceptional items - non-cash impact 20.7 (14.0) (23.4)
Changes in working capital (excluding effect
of acquisition and divestment of subsidiaries)
Increase in inventories (5.3) (20.7) (9.7)
Increase in receivables (197.1) (198.1) (66.5)
Increase in payables 9.0 59.5 11.0
Exchange movements 4.7 (7.7) (8.4)
Cash generated from operations 136.7 109.4 508.6
12. Reconciliation of cash flow to movement in net debt
At 1
January Exchange At 30 June
2014 Cash flow movements 2014
$m $m $m $m
Cash and cash equivalents 145.0 1.2 1.5 147.7
Short term borrowings (74.1) 61.9 (0.5) (12.7)
Long term borrowings (396.2) (186.8) (2.9) (585.9)
Net debt (325.3) (123.7) (1.9) (450.9)
At 30 June 2014, $26.5m of cash relating to the Dorad project was subject to
an attachment order.
13. Share based charges
Share based charges for the period of $12.6m (2013: $14.2m) relate to options
granted under the Group's executive share option schemes and awards under the
Long Term Incentive Plan, the Long Term Plan and the Long Term Cash Incentive
Plan (`LTCIP'). The charge is included in administrative expenses in the income
statement.$11.9m of the charge is credited to equity and $0.7m in respect of
the LTCIP is included in non-current liabilities.
In addition, accelerated charges of $4.8m have been booked to exceptional
items in the period relating to employees transferring to Ethos Energy. $1.3m
of this amount is credited to equity and $3.5m, representing the cash amount
payable to former Wood Group employees in compensation for loss of the
options, is credited to non-current liabilities.
14. Fair value of non-derivative financial assets and financial
liabilities
The fair value of short-term borrowings, trade and other payables,
trade and other receivables, short-term deposits and cash at bank and in hand
approximates to the carrying amount because of the short maturity of interest
rates in respect of these instruments. Drawdowns under long-term bank
facilities are for periods of three months or less and as a result, book value
and fair value are considered to be the same.
Details of derivative financial instruments are not disclosed in
the financial statements as they are not material.
15. Capital commitments
At 30 June 2014 the Group had entered into contracts for future
capital expenditure amounting to $2.2m. The capital expenditure relates to
property plant and equipment and has not been provided in the financial
statements.
page 27
John Wood Group PLC
Notes to the interim financial statements
for the six month period to 30 June 2014
16. Contingent liabilities
From time to time, the Group is notified of claims in respect of work carried
out. Where management believes we are in a strong position to defend these
claims no provision is made. In addition, the Group is currently cooperating
in an investigation into a facility where it previously provided services,
however management do not believe that it is probable that any material
liability will arise from this matter.
17. Post balance sheet events
In May 2014, the Group reached agreement to issue $375m of
unsecured senior notes in the US private placement market with drawdown in
August and November 2014. These will be at a mix of 7, 10 and 12 year
maturities at an average fixed rate of 3.74%.
In July 2014, the Group reached agreement to acquire 100% of the
shareholding of Agility Projects AS, a Norwegian engineering, procurement,
construction management, installation and commissioning company for a
consideration of NOK 1,008m (approximately $164m). Based in Sandefjord, the
company is focussed on the Norwegian Continental Shelf and employs 650
personnel in various locations in Norway as well as having an engineering
office in Shanghai, China. The acquisition is expected to be completed during
the third quarter of 2014, subject to regulatory approval.
page 28
John Wood Group PLC
Notes to the interim financial statements
for the six month period to 30 June 2014
18. Reconciliation of primary financial statements as previously reported to
adjust for change to equity accounting and to reclassify EthosEnergy activity
as discontinued operations
The financial statements for the 6 months ended 30 June 2013 and the year
ended 31 December 2013 have been restated as a result of the introduction of
IFRS 11. Previously, the Group used proportional consolidation to account for
its interests in joint ventures. Under IFRS 11, equity accounting must be used
to account for interests in joint ventures and therefore these periods have
been restated accordingly. In addition, the income statement for the six
months to 30 June 2013 has been restated to show the results of the businesses
transferred to EthosEnergy in May 2014 as discontinued operations. This note
reconciles the figures as reported at June and December 2013with the restated
comparative figures for those periods.
Group income statement for 6 months to 30 June 2013
Reallocate
Adjust companies
for joint transferred
ventures to
As previously EthosEnergy
previously proportionally as As
reported consolidated discontinued restated
$m $m $m $m
Revenue from continuing operations 3,447.1 (302.0) (356.4) 2,788.7
Cost of sales (2,896.1) 261.2 292.3 (2,342.6)
Gross profit 551.0 (40.8) (64.1) 446.1
Administrative expenses (339.3) 25.2 42.9 (271.2)
Share of post-tax profit from joint ventures - 8.8 - 8.8
Operating profit 211.7 (6.8) (21.2) 183.7
Finance income 0.6 - - 0.6
Finance expense (8.4) 0.4 - (8.0)
Profit before tax from continuing operations 203.9 (6.4) (21.2) 176.3
Taxation (56.0) 6.4 12.1 (37.5)
Profit for the period from continuing operations 147.9 - (9.1) 138.8
Profit from discontinued operations 14.0 - 9.1 23.1
Profit for the period 161.9 - - 161.9
The income statement has been restated to show the results from joint ventures
under equity accounting. In addition, the results of the businesses
transferred to the EthosEnergy joint venture in May 2014 have been
reclassified as discontinued operations for comparative purposes.
page 29
John Wood Group PLC
Notes to the interim financial statements
for the six month period to 30 June 2014
As Equity
previously accounting
Group balance sheet as at 30 June 2013 reported adjustment As restated
$m $m $m
Non-current assets
Goodwill and other intangible assets 1,756.7 (23.4) 1,733.3
Property plant and equipment 206.1 (40.6) 165.5
Investment in joint ventures - 158.0 158.0
Long term receivables 62.0 - 62.0
Deferred tax assets 39.6 - 39.6
2,064.4 94.0 2,158.4
Current assets
Inventories 469.3 (129.9) 339.4
Trade and other receivables 1,536.3 (131.7) 1,404.6
Income tax receivable 34.3 (1.8) 32.5
Cash and cash equivalents 155.0 (27.7) 127.3
2,194.9 (291.1) 1,903.8
Current liabilities
Borrowings 50.3 (23.1) 27.2
Trade and other payables 1,210.7 (162.6) 1,048.1
Income tax liabilities 120.2 (4.3) 115.9
1,381.2 (190.0) 1,191.2
Net current assets 813.7 (101.1) 712.6
Non-current liabilities
Borrowings 322.4 - 322.4
Deferred tax liabilities 6.4 (0.5) 5.9
Retirement benefit obligations 52.3 - 52.3
Other non-current liabilities 141.6 (5.2) 136.4
Provisions 86.3 (1.4) 84.9
609.0 (7.1) 601.9
Net assets 2,269.1 - 2,269.1
Equity attributable to owners of the parent
Share capital 23.5 - 23.5
Share premium 54.3 - 54.3
Retained earnings 1,768.7 - 1,768.7
Other reserves 414.0 - 414.0
2,260.5 - 2,260.5
Non-controlling interests 8.6 - 8.6
Total equity 2,269.1 - 2,269.1
There is no requirement to restate the June 2013 balance sheet to show the
assets and liabilities of the businesses transferred to EthosEnergy in May
2014 as assets and liabilities held for sale.
page 30
John Wood Group PLC
Notes to the interim financial statements
for the six month period to 30 June 2014
As Equity
Group cash flow statement for 6 previously accounting Discontinued
months ended 30 June 2013 reported adjustment adjustment As restated
$m $m $m $m
Reconciliation of operating profit
to cash generated from operations
Operating profit from continuing
operations 211.7 (15.6) (21.2) 174.9
Operating profit from discontinued
operations - - 35.2 35.2
Adjustments for:
Depreciation 24.9 (3.5) - 21.4
Loss on disposal of property
plant and equipment 1.2 (0.5) - 0.7
Amortisation of intangible assets 48.8 (0.2) - 48.6
Share based charges 14.2 - - 14.2
Decrease in provisions (11.0) 0.3 - (10.7)
Dividends from joint ventures - 6.1 - 6.1
Exceptional items - non-cash impact - - (14.0) (14.0)
Changes in working capital
Increase in inventories (35.1) 14.4 - (20.7)
Increase in receivables (191.0) (7.1) - (198.1)
Increase in payables 77.8 (18.3) - 59.5
Exchange movements (8.3) 0.6 - (7.7)
Cash generated from operations 133.2 (23.8) - 109.4
Tax paid (55.8) 7.3 - (48.5)
Net cash from operating activities 77.4 (16.5) - 60.9
Cash flow from investing activities
Acquisition of subsidiaries
(net of cash acquired) (16.6) - - (16.6)
Purchase of property, plant
and equipment (38.9) 4.3 - (34.6)
Proceeds from sale of property,
plant and equipment 1.0 - - 1.0
Purchase of intangible assets (26.0) 0.5 - (25.5)
Interest received 0.6 - - 0.6
Loans to joint ventures - (0.6) - (0.6)
Investment in joint ventures - (1.3) - (1.3)
Net cash used in investing activities (79.9) 2.9 - (77.0)
Cash flows from financing activities
Proceeds from bank loans 59.0 0.4 - 59.4
Purchase of shares by employee
share trusts (12.7) - - (12.7)
Disposal of shares by employee
share trusts 5.7 - - 5.7
Interest paid (13.6) 0.4 - (13.2)
Dividends paid to shareholders (41.4) - - (41.4)
Dividends paid to non-controlling interests (2.8) - (2.8)
Net cash used in financing activities (5.8) 0.8 - (5.0)
Net decrease in cash and cash equivalents (8.3) (12.8) - (21.1)
Effect of exchange rate changes
on cash and cash equivalents (9.0) 0.2 - (8.8)
Opening cash and cash equivalents 172.3 (15.1) - 157.2
Closing cash and cash equivalents 155.0 (27.7) - 127.3
page 31
John Wood Group PLC
Notes to the interim financial statements
for the six month period to 30 June 2014
Group income statement for year ended 31 December 2013
Adjust for joint
ventures
As previously
previously proportionally As
reported consolidated restated
$m $m $m
Revenue from continuing operations 6,379.7 (626.5) 5,753.2
Cost of sales (5,351.9) 548.6 (4,803.3)
Gross profit 1,027.8 (77.9) 949.9
Administrative expenses (662.2) 75.0 (587.2)
Share of post-tax profit from joint ventures - 1.9 1.9
Operating profit 365.6 (1.0) 364.6
Finance income 1.1 - 1.1
Finance expense (19.6) 0.7 (18.9)
Profit before tax from continuing operations 347.1 (0.3) 346.8
Taxation (92.6) 10.4 (82.2)
Profit for the period from continuing operations 254.5 10.1 264.6
Profit from discontinued operations 46.0 (10.1) 35.9
Profit for the period 300.5 - 300.5
The income statement has been restated to show joint ventures under equity
accounting. The results of the businesses transferred to the EthosEnergy joint
venture in May 2014, were already reclassified as discontinued in the December
2013 accounts.
page 32
John Wood Group PLC
Notes to the interim financial statements
for the six month period to 30 June 2014
Joint
venture
held for Equity
As sale accounting As
Group balance sheet as at 31 December 2013 reported adjustment adjustment restated
$m $m $m $m
Non-current assets
Goodwill and other intangible assets 1,875.5 3.8 (24.3) 1,855.0
Property plant and equipment 221.3 2.4 (36.4) 187.3
Investment in joint ventures - - 137.8 137.8
Long term receivables 68.0 - - 68.0
Deferred tax assets 27.2 - 1.0 28.2
2,192.0 6.2 78.1 2,276.3
Current assets
Inventories 101.1 35.1 (124.8) 11.4
Trade and other receivables 1,365.1 9.9 (132.2) 1,242.8
Income tax receivable 20.7 - (1.6) 19.1
Assets held for sale 685.6 (51.2) - 634.4
Cash and cash equivalents 183.5 - (38.5) 145.0
2,356.0 (6.2) (297.1) 2,052.7
Current liabilities
Borrowings 96.8 - (22.7) 74.1
Trade and other payables 1,123.0 1.9 (173.8) 951.1
Liabilities held for sale 185.4 (2.4) - 183.0
Income tax liabilities 61.3 0.3 (2.4) 59.2
1,466.5 (0.2) (198.9) 1,267.4
Net current assets 889.5 (6.0) (98.2) 785.3
Non-current liabilities
Borrowings 396.2 - - 396.2
Retirement benefit obligations 41.2 - - 41.2
Other non-current liabilities 141.0 - 0.7 141.7
Provisions 86.8 0.2 (20.8) 66.2
665.2 0.2 (20.1) 645.3
Net assets 2,416.3 - - 2,416.3
Equity attributable to owners of the parent
Share capital 23.6 - - 23.6
Share premium 56.0 - - 56.0
Retained earnings 1,856.6 - - 1,856.6
Other reserves 471.2 - - 471.2
2,407.4 - - 2,407.4
Non-controlling interests 8.9 - - 8.9
Total equity 2,416.3 - - 2,416.3
page 33
John Wood Group PLC
Notes to the interim financial statements
for the six month period to 30 June 2014
Equity
As accounting
Group cash flow statement for the year ended 31 December 2013 reported adjustment As restated
$m $m $m
Cash generated from operations
Operating profit from continuing operations 365.6 (2.9) 362.7
Operating profit from discontinued operations 65.8 (10.6) 55.2
Adjustments for:
Depreciation 51.9 (7.1) 44.8
Loss on disposal of property plant and equipment 1.6 - 1.6
Amortisation of intangible assets 102.1 (0.4) 101.7
Share based charges 22.4 - 22.4
Decrease in provisions (7.6) 0.1 (7.5)
Dividends from joint ventures - 24.7 24.7
Exceptional items - non-cash impact 4.6 (28.0) (23.4)
Changes in working capital
Increase in inventories (17.9) 8.2 (9.7)
Increase in receivables (66.8) 0.3 (66.5)
Increase in payables 23.2 (12.2) 11.0
Exchange movements (8.5) 0.1 (8.4)
Cash generated from operations 536.4 (27.8) 508.6
Tax paid (127.8) 4.1 (123.7)
Net cash from operating activities 408.6 (23.7) 384.9
Cash flow from investing activities
Acquisition of subsidiaries (net of cash acquired) (287.3) - (287.3)
Acquisition of non-controlling interests (3.1) - (3.1)
Disposal of subsidiaries (net of cash disposed) 0.3 - 0.3
Purchase of property, plant and equipment (90.4) 5.9 (84.5)
Proceeds from sale of property, plant and equipment 2.6 (0.3) 2.3
Purchase of intangible assets (51.6) 0.7 (50.9)
Interest received 1.1 - 1.1
Loans to joint ventures - (6.6) (6.6)
Investment in joint ventures - (1.3) (1.3)
Net cash used in investing activities (428.4) (1.6) (430.0)
Cash flows from financing activities
Proceeds from bank loans 165.4 1.3 166.7
Purchase of shares by employee share trusts (47.8) - (47.8)
Sale of shares by employee share trusts 7.9 - 7.9
Interest paid (18.6) 0.6 (18.0)
Dividends paid to shareholders (67.4) - (67.4)
Dividends paid to minority interests (3.1) - (3.1)
Net cash from financing activities 36.4 1.9 38.3
Net increase/(decrease) in cash and cash equivalents 16.6 (23.4) (6.8)
Effect of exchange rate changes on cash (5.4) - (5.4)
Opening cash and cash equivalents 172.3 (15.1) 157.2
Closing cash and cash equivalents 183.5 (38.5) 145.0
page 34
Statement of directors' responsibilities
for the six month period to 30 June 2014
The directors confirm that the interim financial statements have
been prepared in accordance with IAS 34 `Interim Financial Reporting' as
adopted by the European Union and that the interim management report includes
a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:
- an indication of important events that have occurred during
the first six months and their impact on the financial statements and a
description of the principal risks and uncertainties for the remaining six
months of the financial year; and
- material related party transactions in the first six months
and any material changes in the related party transactions described in the
last annual report.
The directors of John Wood Group PLC are listed in the Group's 2013 Annual
Report and Accounts. The following changes have occurred since the signing of
the 2013 accounts: A G Langlands resigned as a director and as Chairman on 14
May 2014 and J M Brown was appointed as a director on 15 May 2014.
R Keiller
Chief Executive
A G Semple
Chief Financial Officer
18 August 2014
page 35
Independent review report
to John Wood Group PLC
for the six month period to 30 June 2014
Report on the consolidated interim financial statements
Our conclusion
We have reviewed the consolidated interim financial statements, defined below,
in the half-yearly financial report of John Wood Group PLC for the six months
ended 30 June 2014.Based on our review, nothing has come to our attention that
causes us to believe that the consolidated interim financial statements are
not prepared, in all material respects, in accordance with International
Accounting Standard 34 as adopted by the European Union and the Disclosure and
Transparency Rules of the United Kingdom's Financial Conduct Authority.
This conclusion is to be read in the context of what we say in the remainder
of this report.
What we have reviewed
The consolidated interim financial statements, which are prepared by John Wood
Group PLC, comprise:
the Group balance sheet as at 30 June 2014;
the Group income statement for the period then ended;
the Group statement of comprehensive income for the period then ended;
the Group statement of changes in equity for the period then ended;
the Group cash flow statement for the period then ended; and
the notes to the interim financial statements.
As disclosed in note 1, the financial reporting framework that has been
applied in the preparation of the full annual financial statements of the
group is applicable law and International Financial Reporting Standards
(IFRSs) as adopted by the European Union.
The consolidated interim financial statements included in the half-yearly
financial report have been prepared in accordance with International
Accounting Standard 34, `Interim Financial Reporting', as adopted by the
European Union and the Disclosure and Transparency Rules of the United
Kingdom's Financial Conduct Authority.
What a review of consolidated financial statements involves
We conducted our review in accordance with International Standard on Review
Engagements (UK and Ireland) 2410, `Review of Interim Financial Information
Performed by the Independent Auditor of the Entity' issued by the Auditing
Practices Board for use in the United Kingdom. A review of interim financial
information consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other review
procedures.
A review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK and Ireland) and, consequently,
does not enable us to obtain assurance that we would become aware of all
significant matters that might be identified in an audit. Accordingly, we do
not express an audit opinion.
We have read the other information contained in the half-yearly financial
report and considered whether it contains any apparent misstatements or
material inconsistencies with the information in the consolidated interim
financial statements.
Responsibilities for the consolidated interim financial statements and the review
Our responsibilities and those of the directors
The half-yearly financial report, including the consolidated interim financial
statements, is the responsibility of, and has been approved by, the directors.
The directors are responsible for preparing the half-yearly financial report
in accordance with the Disclosure and Transparency Rules of the United
Kingdom's Financial Conduct Authority.
Our responsibility is to express to the company a conclusion on the
consolidated interim financial statements in the half-yearly financial report
based on our review. This report, including the conclusion, has been prepared
for and only for the company for the purpose of complying with the Disclosure
and Transparency Rules of the Financial Conduct Authority and for no other
purpose. We do not, in giving this conclusion, accept or assume responsibility
for any other purpose or to any other person to whom this report is shown or
into whose hands it may come save where expressly agreed by our prior consent
in writing.
PricewaterhouseCoopers LLP
Chartered Accountants
18 August 2014
Aberdeen
page 36
John Wood Group PLC
Shareholder information
Payment of dividends
The Company declares its dividends in US dollars. As a result of
the shareholders being mainly UK based, dividends will be paid in sterling,
but if you would like to receive your dividend in dollars please contact the
Registrars at the address below. All shareholders will receive dividends in
sterling unless requested. If you are a UK based shareholder, the Company
encourages you to have your dividends paid through the BACS (Banker's
Automated Clearing Services) system. The benefit of the BACS payment method is
that the Registrars post the tax vouchers directly to the shareholders, whilst
the dividend is credited on the payment date to the shareholder's Bank or
Building Society account. Shareholders who have not yet arranged for their
dividends to be paid direct to their Bank or Building Society account and wish
to benefit from this service should contact the Registrars at the address
below. Sterling dividends will be translated at the closing mid-point spot
rate on 29August 2014 as published in the Financial Times on 30 August 2014.
Officers and advisers
Secretary and Registered Office Registrars
R M B Brown Equiniti
John Wood Group PLC Aspect House
John Wood House Spencer Road
Greenwell Road Lancing
Aberdeen West Sussex
AB12 3AX BN99 6DA
Tel: 01224 851000 Tel: 0871 384 2649
Stockbrokers Independent Auditor
JPMorgan Cazenove Limited PricewaterhouseCoopers LLP
Credit Suisse Chartered Accountants and Statutory Auditors
32 Albyn Place
Company solicitors Aberdeen
Slaughter and May AB10 1YL
Financial calendar
6 months ended Year ending
31 December
30 June 2014 2014
Results announced 19 August 2014 Late
February
2015
Ex-dividend date 27 August2014 April 2015
Dividend record 29August2014 April 2015
date
Dividend payment 25 May 2015
date September2014
Annual General May 2015
Meeting
The Group's Investor Relations website can be accessed at www.woodgroup.com.
page 37
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