Final Results

Fisher (James) & Sons PLC 04 March 2003 James Fisher and Sons plc ('James Fisher' or the 'Company') announces record full year results James Fisher, the marine service provider, today announces record results for the year ended 31 December 2002. Highlights • Turnover up 5.2% at £71.1m (2001: £67.6m) • Group operating profit up 16% at £13.5m (2001: £11.6m) • Pre tax profit up 20.3% at £9.7m (2001: £8.1m) • Earnings per share up 31.9% at 21.11p (2001: 16.01p) • Final dividend up 15% at 3.74p, • Expansion of marine support services will benefit 2003 results: • Acquisition of Rumic Limited, a specialist submersible operator • Acquisition of Scan Tech, a Norwegian based, services and rental company, complementing James Fisher's existing Aberdeen operations • Acquisition of Ocean Fleets adding strength to our relationship with the MoD • Elimination of losses from Fisher Cavalier Commenting on the outlook, Chairman, Tim Harris said: '2002 was a good year for James Fisher both in terms of financial performance and in establishing the company as a marine service provider. Our Marine Service Division is set well to become the leading and most profitable in the company, through organic growth and the acquisitions we have made.' For further information James Fisher and Sons plc Binns & Co PR Tim Harris, Chairman Keeley Clarke - 07967 816525 Angus Buchanan, Chief Executive Paul McManus - 07980 541893 Mike Shields, Finance Director Tel: 020 7338 5808 Chairman's Statement - March 2003 Overview I am pleased to be able to report that 2002 was a good year for James Fisher in terms of both its financial performance and the development of its business:- • the financial results were excellent with strong growth in both operating and pre tax profit, which was fully reflected in the cash generated by the group; and • we have made considerable progress in establishing the group as a marine service provider, a transition that has been substantially accelerated by our recent acquisitions. Turnover grew by 5.2% to £71.1m (2001 - £67.6m) Group operating profit grew by 16.0% to £13.5m (2001 - £11.6m) Pre tax profit grew by 20.3% to £9.7m (2001 - £8.1m) Basic earnings per ordinary share 31.9% to 21.11p (2001 - 16.01p) Proposed final dividend 15.0% to 3.74p (2001 - 3.25p) The total cash flow from operations for the year, a consistently strong feature in recent years, was £13.1m which enabled the financial gearing to be reduced from 82.3% at 1 January 2002 to 58.1% at 31 December 2002. Your Board is recommending a final dividend of 3.74p per share, giving a total for the year of 5.94p (2001 5.21p per share) - an increase of 14.0%. The dividend is covered 3.5 times. Tankships Tankships had a weaker year than 2001 primarily because of a softer spot market. Although over 80% of the clean petroleum products we carry annually are under term contracts, mainly with the oil majors, the remainder are subject to the spot market which in 2002 was around 15% lower than in the previous year. However, Tankships has developed close, long-standing relationships with its oil major customers and we see this coastal logistic service fitting well within our core competence as a marine service provider. Accordingly, we have continued our fleet modernisation programme during the year. We have taken a ten-year bareboat charter for mt Pembroke Fisher (14,204 dwt built 1997), sold Oarsman (2,547 dwt built 1980) and redelivered Anchorman (6,417 dwt built 1993). Although the average age of our fleet is younger than our main competitors, we need to continue our renewal programme in 2003, particularly with regard to our older 3,000 tonne vessels. With the benefit of the new tonnage tax, we expect to achieve this by taking on more bareboat charters avoiding the need to commit new capital. Cable Ships The excellent financial result reflects the contribution from our three cable layers which were all on charter for almost the full twelve months. Oceanic Princess (delivered May 2001) and Oceanic Pearl (delivered December 2001) are on five-year charters to it International Telecom, a subsidiary of General Dynamics in the USA. Nexus is now in lay-up having completed, in December, nine profitable years on charter to Global Marine Systems Limited and its predecessors. Her contribution to 2002 profits was some £2.4m and her costs while in lay-up are forecast at £100,000 per month of which £30,000 are cash costs, the remainder being mainly depreciation. We are currently exploring a number of possible alternative uses for the vessel or an outright trade sale. Marine Support Services The contribution from our marine support services division in the year was £4.0 million, including the contribution from AWSR, significantly higher than in 2001 despite a minimal contribution from the recent acquisitions of Rumic (October 2002) and Ocean Fleets (November 2002). Accordingly we look forward to a far greater profit from this division in 2003 when we will have the benefit of a full year contribution from these two acquisitions and from Scan Tech, the acquisition of which was completed in January 2003. The three acquired businesses generated an annualised profit before tax in excess of £1.5 million in 2002. James Fisher's core competence as a marine service provider is the practical application of its engineering and operational expertise to the marine and related industries. We provide a service to our Customers to which the ownership of ships is incidental. This role of marine service provider is well illustrated by our relationship with British Nuclear Fuels plc (BNFL) for whom we provide a high quality ship management and design service. The seven ships concerned are owned by BNFL and its subsidiary Pacific Nuclear Transport Limited rather than ourselves. We also work closely with the Ministry of Defence (MoD) and it is one of our strategic objectives to strengthen our business relationship with them. We have a long-term charter of RFA Oakleaf, a product tanker, to the Ministry of Defence /Royal Fleet Auxiliary and manage a stores and logistics facility for the Royal Air Force at Sealand. In June 2002, AWSR Holdings Limited, a joint venture in which we have a 25% share, concluded a long-term contract for the supply of six RoRo ships for use in Strategic Sealift service until December 2024. Three of the vessels were delivered by the year end and the remainder are expected by the end of April 2003. Our Aberdeen operation had a satisfactory year despite generally weaker conditions in the British sector of the North Sea. Our hydro digger tool has now established itself and its improved profitability offset a weaker result from the rental and supply of equipment to the offshore industry. Acquisitions The expansion of our marine support services division remains a primary strategic objective for the group. The potential returns are excellent, the earnings from the services industry are more reliable and non-cyclical and we have demonstrated the ability to achieve them. We also believe the opportunities for expansion in the provision of such services in the marine and related industries, of which the Ministry of Defence's activities form a critical part, to be many and varied. Rumic Limited We completed the acquisition of the entire issued share capital of the Cumbria based marine services company Rumic Limited on 22 October. Rumic has unique skills in the use of remotely operated vehicles (ROVs) and submersibles. Under a long-term contract with the Royal Navy, it manages, maintains and operates the UK Submarine Rescue, including a round-the-clock response team in Glasgow. The company also provides a range of services to the nuclear decommissioning industry and highly trained, specialist personnel for a number of marine based industries including oil services, subsea contractors and cable layers. The initial consideration for Rumic of £3,500,000 was satisfied as to £3,100,000 in cash and £400,000 by the issue of 280,702 new ordinary shares. Deferred consideration of up to £500,000 is payable depending on the aggregate profits of Rumic over two years. The net assets of Rumic at 30 June 2002 were £1.9m of which £1.3m was cash. Rumic's audited pre-tax profit for the year ended 30 June 2002 was £573,000. The owner and founder, Roger Chapman, remains with the company as managing director. Rumic is based close to James Fisher's headquarters in Barrow-in-Furness. We believe that the acquisition will help us to develop further ties with the Ministry of Defence as well as generate more work for BNFL. Scan Tech Holdings A/S We completed the acquisition of Stavanger based marine services company Scan Tech Holdings for a cash consideration of NOK100m (£8.9 million), on 6 January 2003. The pre tax profit was £1.3 million for the year ended 31 December 2002. Scan Tech complements James Fisher's existing Underwater Engineering Services (UES) business in Aberdeen, extending the product range to supply rental equipment and engineering support to oil companies and their contractors in the Norwegian and UK sectors of the North Sea. Scan Tech specialises in containerised steam units, compressors, air dryers and winches. The company is a clear market leader in Norway and has a wide spread of oil companies, rig owners and drilling operators as customers. Scan Tech's operation is very similar to that of James Fisher UES in Aberdeen and the joint businesses will have synergies in their products, development and clients. Scan Tech has facilities in Stavanger and Bergen. The Scan Tech owner, managing director and founder, Mr Bjorn Erik Bjornsen, has become the managing director of the combined businesses of UES and Scan Tech in Aberdeen and Stavanger which, in future, will trade under the Scan Tech name. Ocean Fleets In addition James Fisher acquired, on 19 November 2002 from the administrator, the business and certain assets of Ocean Fleets Limited for £74,000 in cash, including satisfaction of lease obligations. Ocean Fleets undertakes enabling contracts for the MoD and Defence contractors and quality assurance for oil majors. It also operates a leased workshop inside the security perimeter of the Royal Navy dockyard in Plymouth. Ocean Fleets will be merged into James Fisher Rumic Limited which already works closely with the Ministry of Defence. Our cash flow is strong and we expect to make further acquisitions with advice from our corporate finance advisors EC Hambro Rabben & Partners. Elimination of losses from dsv Fisher Cavalier Until January 2003, we owned a share of the diving support vessel, Fisher Cavalier, through a 51% joint venture with Cammell Laird which has been in receivership since 2001. We experienced a number of contractual problems with the vessel during 2002 which twice resulted in her arrest. These were finally resolved with the contract for her sale in December 2002. The total capital loss of £794,000 on the vessel was higher than originally anticipated because of the decline in the US dollar at the end of the year and a delay in the delivery of the ship until the end of January 2003. The elimination of the £866,000 operating loss and £111,000 interest charge incurred in 2002 will have a significantly beneficial effect on the 2003 result with all losses being provided for in the 2002 accounts. Directors and Staff In 2002 we have had a settled management team with Angus Buchanan as Chief Executive, Ian Serjent as Marine and Technical Services Director, Michael Shields as Group Finance Director and myself as Executive Chairman. There were no changes to the Board after Anthony Cooke joined Sir David Hardy and Terry Moore as a Non-executive Director in January 2002. I am pleased that recently we have been able to recruit two young and high calibre Managers, Nick Henry (41) from P&O who becomes Managing Director of James Fisher Tankships Limited and John Hudson (43) from BAe Systems who becomes Technical Director, James Fisher (Shipping Services) Limited. They will strengthen our management depth and enable us to expand on a sound managerial base. I would also like to recognise and thank all of our employees for their hard work and contribution during the year. Our markets have not always been easy and we have had to make a number of hard choices. The good results are a true reflection of the skill, effort and loyalty of everybody at James Fisher and would not have been possible without them. Current trading and outlook Over the last two years, the group has been able to achieve strong growth in operating and pre tax profits and an excellent cash flow performance. The current year, which will benefit from the elimination of the annual revenue losses of approximately £1 million associated with the Fisher Cavalier, has been characterised by strong trading across all of our divisions to date. Obviously the challenge in 2003 will be greater with the loss of contribution from Nexus and her temporary lay-up costs. However the Oceanic Princess and the Oceanic Pearl have a secure income stream from their long term contracts. Tankships has begun to benefit from stronger spot rates and the trading performance for the start of the year has been in line with the directors' expectations. The marine support services division, which will benefit from the recent acquisitions, has started the year strongly. We intend our marine support services division, which is our least capital intensive activity, to become the largest and most profitable business in the group, providing good quality and reliable earnings and cash flow. Our aim is simple - to be the UK's leading provider of marine services; this will enable James Fisher to continue its exceptional and proven cash generating ability and earnings growth in the coming years. GROUP PROFIT AND LOSS ACCOUNT 2002 2001 Continuing Discontinued Continuing Discontinued operations operations Total operations operations Total £000 £000 £000 £000 £000 £000 Turnover: group and share of joint 72,112 210 72,322 65,425 2,965 68,390 ventures less share of joint ventures (1,133) (78) (1,211) - (823) (823) 70,979 132 71,111 65,425 2,142 67,567 ongoing 70,063 - 70,063 65,425 - 65,425 discontinued - 132 132 - 2,142 2,142 acquisitions 916 - 916 - - - Group turnover 70,979 132 71,111 65,425 2,142 67,567 Cost of sales (53,114) (155) (53,269) (48,965) (2,948) (51,913) Gross profit 17,865 (23) 17,842 16,460 (806) 15,654 Administrative expenses (4,324) - (4,324) (4,005) - (4,005) Group operating profit/(loss) ongoing 13,403 - 13,403 12,455 - 12,455 discontinued - (23) (23) - (806) (806) acquisitions 138 - 138 - - - 13,541 (23) 13,518 12,455 (806) 11,649 Share of operating profit/(loss) in 568 (866) (298) - (1,943) (1,943) joint ventures Total operating profit: group and 14,109 (889) 13,220 12,455 (2,749) 9,706 share of joint ventures Loss on sale of ships (327) (8) (335) - (390) (390) Provision for termination of - (794) (794) - - - business Port closure - - - - 885 885 13,782 (1,691) 12,091 12,455 (2,254) 10,201 Net interest payable (before exchange (2,763) (111) (2,874) (1,945) (179) (2,124) gain) Exchange gain on loan conversion 501 - 501 - - - (2,262) (111) (2,373) (1,945) (179) (2,124) Profit/(loss) on ordinary activities 11,520 (1,802) 9,718 10,510 (2,433) 8,077 before taxation Taxation 343 (25) 318 (178) (258) (436) Profit/(loss) on ordinary activities 11,863 (1,827) 10,036 10,332 (2,691) 7,641 after taxation Dividends Non equity (4) - (4) (4) - (4) Equity (2,832) - (2,832) (2,480) - (2,480) (2,836) - (2,836) (2,484) - (2,484) Retained profit for the year 9,027 (1,827) 7,200 7,848 (2,691) 5,157 pence pence Basic earnings per ordinary share 21.11 16.01 Diluted earnings per ordinary share 20.93 15.91 Ordinary dividends paid or payable: Interim 2.20 1.96 Final 3.74 3.25 5.94 5.21 STATEMENT OF RECOGNISED GAINS AND LOSSES There are no recognised gains or losses in either year other than the profit for that financial year. GROUP BALANCE SHEET at 31 December 2002 2001 £000 £000 Fixed assets Intangible assets - goodwill 2,721 617 Tangible assets 126,109 137,827 Investments 2,397 1,795 131,227 140,239 Current assets Stocks 1,115 695 Debtors 14,918 15,725 Cash and short-term deposits 4,904 6,825 20,937 23,245 Creditors: amounts falling due within one year Trade and other (15,854) (18,763) Bank loans (8,614) (11,952) (24,468) (30,715) Net current liabilities (3,531) (7,470) Total assets less current liabilities 127,696 132,769 Creditors: amounts falling due after more than one year Trade and other (500) (5) Bank loans (44,358) (56,531) (44,858) (56,536) Provisions for liabilities and charges (147) (1,298) Net assets 82,691 74,935 Capital and reserves Called up share capital 12,238 12,168 Share premium account 23,380 23,050 Profit and loss account 47,073 39,717 Shareholders' funds 82,691 74,935 CASH FLOW STATEMENT Year ended 31 December 2002 2001 £000 £000 Net cash inflow from operating activities 24,712 18,829 Returns on investments and servicing of finance (2,548) (3,097) Taxation (542) 119 Capital expenditure and financial investment (2,653) (25,879) Acquisitions and disposals (3,310) (2,592) Equity dividends paid (2,570) (2,370) Cash inflow/(outflow) before management of liquid resources and financing 13,089 (14,990) Management of liquid resources - 1,389 Financing (15,010) 15,901 (Decrease)/increase in cash in the year (1,921) 2,300 Reconciliation of net cash flow to movement in net debt (Decrease)/increase in cash in the year (1,921) 2,300 Cash outflow/(inflow) from (decrease)/increase in debt 15,010 (15,901) Cash inflow from decrease in liquid resources - (1,389) Movement in net debt in the year 13,089 (14,990) Exchange differences 501 - Net debt at 1 January (61,658) (46,668) Net debt at 31 December (48,068) (61,658) NOTES 1 Financial information The financial information set out above does not comprise the company's statutory accounts. Statutory accounts for the previous financial year ended 31 December 2001 have been delivered to the Registrar of Companies. The auditors' report on those accounts was unqualified and did not contain any statement under section 237(2) or (3) of the Companies Act 1985. The auditors have given an unqualified opinion on the accounts for the year ended 31 December 2002 which will be delivered to the Registrar of Companies following the annual general meeting. The financial information above has been prepared on the basis of the accounting policies set out in the group's statutory accounts for the year ended 31 December 2001, except that the group's financial statements for the current year has adopted FRS 18 'Accounting Policies' and FRS 19 'Deferred Tax'. Adoption of FRS 18 and FRS 19 has not required any revision to the financial statements in either the current or prior years. 2 Segmental analysis Geographical market supplied 2002 2001 £000 % £000 % Turnover Continuing operations Tankships United Kingdom and the Republic of Ireland 41,451 58 40,657 60 Continental Europe 4,577 7 6,615 10 46,028 65 47,272 70 Cable ships United Kingdom and the Republic of Ireland 5,005 7 5,422 8 Americas 11,838 17 4,715 7 16,843 24 10,137 15 Marine support services United Kingdom and the Republic of Ireland 6,960 10 7,697 12 Continental Europe 432 - 248 - Americas 637 1 7 - Africa 79 - 29 - Middle East - - 35 - 8,108 11 8,016 12 Discontinued operations Shipping operations United Kingdom and the Republic of Ireland 132 - 2,140 3 Port operations United Kingdom and the Republic of Ireland - - 2 - 132 - 2,142 3 Group turnover 71,111 100 67,567 100 Turnover and profit on ordinary activities before taxation 2002 2001 Turnover Profit Turnover Profit Group £000 £000 £000 £000 Continuing operations Tankships 46,028 6,150 47,272 7,759 Cable ships 16,843 8,260 10,137 5,521 Marine support services 8,108 3,455 8,016 3,180 70,979 17,865 65,425 16,460 Share of operating profit in joint venture - 568 - - Loss on sale of ships - (327) - - 70,979 18,106 65,425 16,460 Discontinued operations Shipping operations: Segment operating loss 132 (23) 2,140 (713) Loss on sale of ships - (8) - (123) Provision for loss on disposal - - - (267) Share of operating loss in joint venture - (866) - (1,943) Share of provision for loss on disposal - (464) - - Provision for termination of business - (330) - - Port operations: Segment operating loss - - 2 (93) Release of port closure provision - - - 989 Profit on sale of fixed assets - - - 2,597 Amounts written off fixed asset investment - - - (2,701) 132 (1,691) 2,142 (2,254) 71,111 16,415 67,567 14,206 Common costs (4,324) (4,005) Net interest payable (before exchange gain) (2,874) (2,124) Exchange gain on loan conversion 501 - (2,373) (2,124) 9,718 8,077 Net operating assets 2002 2001 £000 £000 Continuing operations Tankships 67,923 71,024 Cable ships 55,833 59,876 Marine support services 7,806 6,723 Discontinued operations Shipping operations - 320 131,562 137,943 The net operating assets are reconciled to shareholders' funds as follows: Net operating assets 131,562 137,943 Group share of joint venture 344 - Loans to joint venture 1,997 1,071 Loan from joint venture (944) - Own shares held under trust 896 638 Net borrowings (48,068) (61,658) Corporation tax (653) (227) Deferred tax (147) (1,298) Deferred consideration (500) - Dividends payable (1,796) (1,534) 82,691 74,935 3 Group operating profit Group operating profit is stated after charging depreciation of tangible fixed assets of £9,818,000 (2001 £8,695,000) and amortisation of goodwill of £58,000 (2001 £38,000). 4 Tax on profit on ordinary activities 2002 2001 £000 £000 The tax (credit)/charge is made up as follows: Current tax: UK tonnage tax 30 33 UK corporation tax 524 266 554 299 Tax underprovided in previous years 277 122 Group current tax 831 421 Share of joint venture's current tax 30 15 Total current tax 861 436 Deferred tax: Group deferred tax (1,179) - Tax on profit on ordinary activities (318) 436 5 Cash flow statement (a) Reconciliation of operating profit to net cash inflow from operating activities 2002 2001 £000 £000 Group operating profit 13,518 11,649 Depreciation and refit amortisation 9,818 8,695 Amortisation of goodwill 58 38 (Increase)/decrease in stocks (255) 159 Decrease/(increase) in debtors 1,650 (3,713) (Decrease)/increase in creditors (303) 1,890 Profit on sale of tangible fixed assets (44) (100) Share based compensation 156 89 Increase in provisions 114 122 Net cash inflow from operating activities 24,712 18,829 (b) Returns on investments and servicing of finance 2002 2001 £000 £000 Interest received 470 462 Interest paid (3,014) (3,555) Preference dividend paid (4) (4) Net cash outflow (2,548) (3,097) (c) Taxation 2002 2001 £000 £000 Corporation tax paid (651) (133) Corporation tax received 109 252 Net cash (outflow)/inflow (542) 119 (d) Capital expenditure and financial investment 2002 2001 £000 £000 Purchase less sales of own shares by ESOP (258) (638) Purchase of fixed asset investment - (3,858) Purchase of tangible fixed assets (3,133) (24,937) Sale of tangible fixed assets 738 3,554 Net cash outflow (2,653) (25,879) (e) Acquisitions and disposals 2002 2001 £000 £000 Net cash acquired with subsidiary undertaking 1,768 - Purchase of subsidiary undertaking (3,275) - Loans to joint venture (2,722) (2,256) Loan from joint venture 944 - Purchase of interest in joint venture (25) - Cost associated with discontinued port operations - (336) Net cash outflow (3,310) (2,592) (f) Management of liquid resources 2002 2001 £000 £000 Short-term investments - 1,389 (g) Financing 2002 2001 £000 £000 New secured loans 1,912 26,513 Repayment of secured loans (16,922) (10,612) Net cash (outflow)/inflow (15,010) 15,901 (h) Reconciliation of net debt 1 January Cash Exchange 31 December 2002 Flow Transfer Movement 2002 £000 £000 £000 £000 £000 Cash in hand, at bank 6,825 (1,921) - - 4,904 Debt due after one year (56,531) 4,000 7,672 501 (44,358) Debt due within one year (11,952) 11,010 (7,672) - (8,614) (68,483) 15,010 - 501 (52,972) Net debt (61,658) 13,089 - 501 (48,068) 6 Earnings per ordinary share The calculations of earnings per ordinary share are based on the following profits and numbers of shares. Basic Diluted 2002 2001 2002 2001 £000 £000 £000 £000 Profit for the financial year 10,036 7,641 10,036 7,641 Preference dividends (4) (4) (4) (4) 10,032 7,637 10,032 7,637 Weighted average number of shares (excluding the shares owned by James Fisher and Sons Public Limited Company Share Trust): 2002 2001 Number of Number of shares shares For basic earnings per ordinary share 47,516,302 47,692,921 Exercise of share options 405,968 321,138 For diluted earnings per ordinary share 47,922,270 48,014,059 7 Dividends paid and proposed The directors are recommending a final ordinary dividend of 3.74p per ordinary share which will be payable on 9 May 2003 to ordinary shareholders on the Register on 22 April 2003, making a total for the year of 5.94p per share. This compares with a final dividend for 2001 of 3.25p per share and a total distribution for 2001 of 5.21p per share. The dividend warrants will be posted on Thursday 8 May 2003 by first class mail. 2002 2001 £000 £000 Rates of dividend paid and proposed amount absorbed thereby: Equity: Ordinary interim paid of 2.20p per share 1,062 946 (2001 1.96p per share) Ordinary final proposed of 3.74p per share 1,816 1,570 (2001 3.25p per share) Non equity: 3.5% Preference paid (2001 3.5%) 4 4 Less dividends on own shares (46) (36) 2,836 2,484 The ordinary dividends are based upon the following number of ordinary issued shares: 2002 2001 No. No. Interim 48,270,098 48,270,098 Final 48,550,800 48,270,098 8 The AGM will be held at 12.00 noon on Friday 2 May 2003 at the Abbey House Hotel, Abbey Road, Barrow-in-Furness, Cumbria. 9 Report and Accounts will be posted to members on 31 March 2003. Copies will be made available to members of the public at Fisher House, PO Box 4, Barrow-in-Furness, Cumbria, LA14 1HR. 10 This preliminary statement was approved by the Board of Directors on 3rd March 2003. This information is provided by RNS The company news service from the London Stock Exchange
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