Half Yearly Report

RNS Number : 9498W
Fisher (James) & Sons plc
25 August 2015
 

25 August 2015

 

James Fisher and Sons plc

Half Year Results 2015

 

James Fisher and Sons plc (FSJ.L) ("James Fisher" or "the Group"), the leading marine service provider, announces its results for the six months ended 30 June 2015.

 

 

H1 2015

H1 2014

Group revenue

£213.1m

£216.1m

Underlying operating profit *

£20.0m

£24.4m

Underlying profit before tax *

£17.8m

£21.9m

Underlying diluted earnings per share *

29.5p

34.0p

Proposed interim dividend per share

7.80p

7.10p

Statutory profit before tax

£17.9m

£20.8m

Statutory diluted earnings per share

30.0p

32.0p

 

 

 

* underlying profit excludes separately disclosed items.

 

Highlights:

 

·   Specialist Technical, Marine Support and Tankships performed well, increasing underlying operating profit by 15%

 

·   Offshore Oil significantly lower due to downturn in oil industry; swift action taken to mitigate impact

 

·   Further bolt-on acquisitions of Subtech, National Hyperbaric, Mojo Maritime and X-Subsea assets

 

·   Cash conversion strong at 96% (2014: 68%)

 

·   Interim dividend increased by 10% to 7.80p per share

 

 

Commenting on the results, Nick Henry, Chief Executive Officer said:

 

"As stated in the AGM update in April, the result in the first half is lower than 2014 in light of the anticipated challenges in our Offshore Oil division.  Specialist Technical and Tankships performed well and Marine Support held its profit in line with last year.

 

We expect to see a stronger second half with good trading continuing in Specialist Technical and Tankships, reinforced by a resumption of growth in Marine Support.  We continue to be well positioned on a number of significant contract bids across the Group.  In Offshore Oil we have scaled our business to meet current conditions in the oil & gas sector. 

 

Looking ahead, the Board believes that James Fisher continues to be well placed to provide good growth and value for its shareholders."

 

For further information:

 

James Fisher and Sons plc

Nick Henry

Stuart Kilpatrick

Chief Executive Officer

Group Finance Director

020 7614 9508

FTI Consulting

Susanne Yule

Richard  Mountain

 

020 3727 1340

 

 

 

Chairman's Statement

 

Half Year Results for the six months ended 30 June 2015

 

Results

 

In the first half of 2015 our Specialist Technical, Marine Support and Tankships divisions continued to perform well, but activity in Offshore Oil was sharply lower. As anticipated in my AGM statement on 30 April 2015, this led to a reduced first half result for the James Fisher Group compared with last year. Underlying profit before tax was £17.8m compared with £21.9m last time derived from revenue of £213.1m versus £216.1m in first half of 2014.  Diluted underlying earnings per share was 29.5p (2014: 34.0p) in the period and statutory diluted earnings per share, which is after separately disclosed items, was 6% lower at 30.0p (2014: 32.0p).

 

Along with many other businesses, Offshore Oil was affected by the major cut-backs in oil & gas industry expenditures with the extent of the freeze on customers' repair and maintenance expenditure having particular impact.  Additionally, last year's first half result in Offshore Oil was boosted by two major contracts which made for tough comparatives.  Against this back-drop, our companies in this division have reacted swiftly to reduce costs and protect margins.

 

Our other three divisions performed well.  Specialist Technical made good progress with the delivery of its project order book and Tankships produced a further improvement in vessel utilisation.  The Marine Support division traded broadly in line with last year with a number of important projects now being more weighted to the second half.

 

The Group's cash conversion continued to be strong at 96% ensuring that gearing remained at a conservative 50% despite acquisition expenditure of £30.2m in the first half, discussed below.

 

Acquisitions

 

Tougher conditions in the offshore markets have created opportunities for the Group to capitalise on the strength of its balance sheet. The purchase of the assets of X-Subsea together with the acquisition of Subtech and Mojo Maritime have strengthened the project management capabilities of our Marine Support division and significantly broadened our international reach and capability in the subsea marine service market.  The acquisition of the National Hyperbaric Centre has reinforced our market leading expertise in hyperbaric applications.

 

Business model and strategy

 

James Fisher continues to pursue a consistent strategy of investing in niche businesses operating in demanding environments where strong marine service and specialist engineering skills are valued and rewarded.  The Group leverages its UK and Norwegian skill base to provide solutions to its customers as they develop their operations in the less mature, fast growing markets of Africa, South America and the Far East.  Such niche services typically command margins in excess of 10%, a return on capital in excess of 15% and are cash generative.

 

Whilst organic development has driven the majority of the growth in profitability in recent years, the Group has broadened its range of marine services with bolt-on acquisitions.  The main focus will continue to be investing for organic growth going forward.  We will also continue to evaluate further acquisition opportunities which meet our criteria and where these will strengthen our range of products, services or geographical coverage to our multinational customers.

 

The Group has a strong and stable divisional management team who have a wealth of expertise and experience in their specialist fields.  Their entrepreneurial drive, combined with the commercial and financial support from the centre, ensures that our businesses are responsive to changes in the market and the competitive environment.

 

Outlook 

 

Our Specialist Technical businesses are leaders in their respective niches with good prospects in the defence, hyperbaric operations and nuclear sectors.  Our Marine Support division's project management capabilities have been strengthened by our recent acquisitions and we see exciting new opportunities in Southern Africa, Brazil and in offshore renewables in Europe.  Our Offshore Oil businesses remain competitive and well managed and will benefit from an industry wide resumption of repair and maintenance expenditures which can only be postponed for a limited period.

 

Looking ahead, we expect to see a stronger second half with good trading continuing in Specialist Technical and Tankships reinforced by a resumption of growth in Marine Support. We continue to be well positioned on a number of significant contract bids across these divisions.  In Offshore Oil we have scaled our businesses to meet current conditions in the oil & gas sector while remaining alert to the new opportunities that a tougher environment will surely bring.

 

Overall the Board remains confident in the continued robustness of the Fisher business model and anticipates that performance in the second half of 2015 will be slightly below the comparable period last year but significantly stronger than the first half.

 

Dividend

 

The Board believes that James Fisher remains well placed to provide further growth and value for its shareholders and has increased the interim dividend by 10% to 7.80p per share (2014: 7.10p) payable on 5 November 2015 to shareholders on the register on 2 October 2015.

 

 

 

C J Rice

24 August 2015

 

Operating and Financial Review

 

Half Year Results for the six months ended 30 June 2015

 

Results

 

Revenue in the six months ended 30 June 2015 was 1% lower at £213.1m (2014: £216.1m). This reflected businesses acquired and some benefit from more favourable currency rates, offset by lower revenue in Offshore Oil. Underlying operating profit was 18% lower at £20.0m (2014: £24.4m) with the lower result in Offshore Oil partly offset by improved financial performance in Specialist Technical and Tankships.  

 

Marine Support

 

 

H1 2015

H1 2014

Revenue (£m)

87.2

82.1

Underlying operating profit (£m)

7.4

7.7

Underlying operating margin

8.5%

9.4%

Return on capital employed

13.4%

17.7%

 

Revenue in Marine Support was 6% higher reflecting the businesses acquired during the past year and more favourable currency rates. The division produced a result similar to last year due to the timing of project revenues being more weighted to the second half and partly as a consequence of the contract to manage three Corvette vessels having come to an end   with their delivery to Indonesia last year.

 

Revenue from ship to ship services, subsea services and mass flow excavation were stronger than in 2014 and stress monitoring and testing performed well. The acquisitions of Subtech and Mojo Maritime during the first half have strengthened our international reach and capability in the subsea marine service market and whilst performing to expectations, these acquisitions have yet to contribute significantly to divisional profit.  In May 2015, the assets of X-Subsea were acquired for £14.8m increasing our scale in the subsea excavation market.

 

Offshore Oil

 

 

H1 2015

H1 2014

Revenue (£m)

36.1

55.6

Underlying operating profit (£m)

5.3

11.9

Underlying operating margin

14.7%

21.5%

Return on capital employed

8.7%

18.3%

 

Last year's first half result in Offshore Oil was boosted by two major one-off contracts worth £7.8m of revenue which made for tough comparatives.  This division is focused on support services to the inspection, repair and maintenance and subsea operations markets.  Reacting to the lower global oil price, customers have focused on the re-organisation of their own operations and postponed all but the most urgent maintenance and repair expenditure.  The severity of the reduction in activity levels was greater than anticipated.  Our Norwegian business, Scan Tech AS, which represents approximately 20% of the division, has seen the most significant downturn, reflecting restructuring of the industry in Norway as well as the impact of a lower oil price.

 

With market conditions continuing to be challenging, our companies in this division have reacted quickly to reduce costs and protect margins.  The businesses have limited exposure to the exploration segment of the market and remain well placed to benefit from any recovery in industry expenditure on maintenance and repair.  Such expenditure cannot be delayed indefinitely and is not dependent on a recovery in the oil price.

 

Specialist Technical

 

 

H1 2015

H1 2014

Revenue (£m)

63.7

51.8

Underlying operating profit (£m)

5.6

4.5

Underlying operating margin

8.8%

8.7%

Return on capital employed

16.6%

16.4%

 

Specialist Technical increased revenue by 23% and underlying operating profit by 24%. JFD (formerly Divex and Defence) made good progress with the delivery of its project order book and won a further saturation diving system order for a Japanese customer and new military submersible contracts. The contract won from the Ministry of Defence to provide submarine rescue services on behalf of NATO has completed its transition period.  JFD has been impacted over the last year by restrictions due to sanctions on Russia.  Elsewhere, the business is awaiting confirmation of significant orders which are anticipated in the second half. 

 

In February 2015, the acquisition of the National Hyperbaric Centre in Aberdeen was completed, further consolidating the Group's offering in hyperbaric reception and testing.

 

Our Nuclear company, JFN, made good progress with decommissioning projects for Sellafield and Hunterston power station.  The order book has been further enhanced through contract wins which include new non-destructive testing work for utility companies.

 

Tankships

 

 

H1 2015

H1 2014

Revenue (£m)

26.1

26.6

Underlying operating profit (£m)

3.3

1.9

Underlying operating margin

12.6%

7.1%

Return on capital employed

27.0%

12.2%

 

Tankships continued to progress with a 74% increase in underlying operating profit due to a further improvement in vessel utilisation. Demand for clean petroleum products has remained at similar levels and we continue to match the fleet size accordingly. The division has continued to benefit from having two vessels on charter to the Ministry of Defence.

 

Finance

 

Interest and taxation

 

Net interest was £0.3m lower at £2.2m (2014: £2.5m) due to the lower cost of borrowings that was only partly offset by the impact of a higher average level of debt. Interest accrued on defined benefit pension schemes was £0.1m lower than the prior period.

 

The effective tax rate on underlying profit before tax in the period was 15.3% (2014: 19.5%).  The reduction is due to a greater proportion of profits from the Tankships division, where most of the profits are not liable to corporation tax. In addition, the Group overall tax rate was reduced by lower taxes outside of the UK, mainly within Offshore Oil, and also due to a credit from prior years of £0.3m.

 

Separately disclosed items and earnings per share

 

In order better to present the underlying performance of the Group, items are consistently disclosed separately which include costs incurred in making a business acquisition and amortisation of intangible assets arising from a business acquisition. These amounted to £1.1m (2014: £1.0m) and were offset by a £1.3m release of provisions for contingent consideration that are no longer required.

 

Cash flow and borrowings

 

Summary cash flow

 

 

 

H1

2015

H1

2014

 

£m

£m

Underlying operating profit

20.0

24.4

Depreciation & amortisation

12.2

10.2

Ebitda *

32.2

34.6

Working capital

(12.0)

(15.6)

Pension / other

(1.0)

(2.3)

Operating cash flow

19.2

16.7

Interest & tax

(7.4)

(6.0)

Capital expenditure

(12.4)

(17.6)

Acquisitions

(30.2)

(11.0)

Dividends

(7.5)

(6.8)

Other

(3.0)

(3.4)

Net outflow

(41.3)

(28.1)

Net borrowings at start of period

(62.3)

(54.3)

Net borrowings at end of period

(103.6)

(82.4)

 

* Underlying earnings before interest, tax, depreciation and amortisation

 

 

Underlying earnings before interest, tax, depreciation and amortisation (ebitda) were 7% lower at £32.2m (2014: £34.6m) in the period. Cash conversion, the ratio of operating cash flow to underlying operating profit was 96% (2014: 68%) and compares to an average of 98% over the last five interim periods.

 

Capital expenditure was 30% lower at £12.4m (2014: £17.6m) and £30.2m (2014: £11.0m) was spent on business acquisitions.

 

The net cash out flow in the first half increased to £41.3m (2014: £28.1m) due to the increased investment in new businesses, partly offset by lower capital expenditure.

 

As a result net borrowings increased by £21.2m to £103.6m at 30 June 2015 and the ratio of net borrowings (including guarantees)  to ebitda was 1.5 times (2014: 1.3 times). Net gearing, the ratio of net debt to equity, was 50% (2014: 43%).

 

Pensions

 

The majority of the Group's pension arrangements are defined contribution arrangements where the company's liability is limited to the contributions it agrees on behalf of each employee.  As a consequence of its history in the shipping industry, the Group is required to contribute to industry-wide Merchant Navy Pension Funds and has its own legacy defined benefit scheme. Total defined benefit pension deficits at 30 June 2015 were £20.5m (2014: £21.2m). As previously reported, the Group has been notified of a potential liability to the Merchant Navy Ratings Fund (MNRPF). The amount of this liability and the payment proposals are expected to be clarified during the second half of 2015.

 

Amounts paid in respect of legacy defined benefit schemes in 2015, excluding any MNRPF contributions, is expected to be £3.5m (2014: £4.7m).

 

Balance sheet

 

30 June

2015

30 June

2014

 

£m

£m

Intangible assets

152.4

127.1

Other assets

139.2

128.4

Working capital

63.4

58.4

Other liabilities

(42.2)

(40.9)

 

312.8

273.0

Borrowings

103.6

82.4

Equity

209.2

190.6

 

312.8

273.0

 

Intangible assets have increased by £25.3m since June 2014 reflecting the acquisitions made in the period. Working capital increased by 9% to £63.4m and the ratio of working capital to sales was unchanged at 14% at 30 June 2015 (2014: 14%).  Total capital employed has increased by £39.8m since 30 June 2014 to £312.8m primarily reflecting the investment in new businesses.

 

 

 

 

N P Henry

S C Kilpatrick

Chief Executive Officer

Group Finance Director

24 August 2015

 

 

 

 

Directors' Responsibilities

 

We confirm to the best of our knowledge:

 

The interim financial report has been prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the European Union.

 

The interim management report includes a fair review of the information required by:

 

(a)     DTR 4.2.7R of the "Disclosure and Transparency Rules", being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

 

(b)     DTR 4.2.8R of the "Disclosure and Transparency Rules", being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during the period; and any changes in the related party transactions described in the last annual report that could do so.

 

 

 

 

N P Henry

Chief Executive Officer

 

 

 

 

 

S C Kilpatrick

Group Finance Director

 

For and on behalf of the Board of Directors

24 August 2015

 

 

 

CONDENSED CONSOLIDATED INCOME STATEMENT

for the six months ended 30 June 2015

 

 

 

 

 

2015

 

2014

 

2014

 

 

Note

Six months

ended

Six months

ended

 

Year ended

 

 

 

 

30 June

 

30 June

31 December

 

 

 

 

£000

 

£000

 

£000

Revenue

3

 

213,061

 

216,081

 

444,799

Cost of sales

 

 

(148,713)

 

(149,816)

 

(307,290)

Gross profit

 

 

64,348

 

66,265

 

137,509

Administrative expenses

 

 

(44,320)

 

(41,999)

 

(86,158)

Share of post tax results of joint ventures

 

 

(66)

 

176

 

186

Acquisition related income/(expense)

 

 

93

 

(1,126)

 

2,381

Operating profit

3

 

20,055

 

23,316

 

53,918

Analysis of operating profit:

 

 

 

 

 

 

 

 

Underlying operating profit

 

 

19,962

 

24,442

 

51,537

 

Separately disclosed items

4

 

93

 

(1,126)

 

2,381

 

 

 

 

 

 

 

 

 

Finance income

 

 

91

 

31

 

197

Finance costs

 

 

(2,285)

 

(2,550)

 

(4,881)

Profit before tax

 

 

17,861

 

20,797

 

49,234

Analysis of profit before tax:

 

 

 

 

 

 

 

 

Underlying profit before tax

 

 

17,768

 

21,923

 

46,853

 

Separately disclosed items

 

 

93

 

(1,126)

 

2,381

Income tax

7

 

(2,609)

 

(4,173)

 

(8,751)

Profit for the period

 

 

15,252

 

16,624

 

40,483

 

 

 

 

 

 

 

 

 

Profit for the period

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

Owners of the Company

 

 

15,098

 

16,193

 

40,071

Non controlling interests

 

 

154

 

431

 

412

 

 

 

 

15,252

 

16,624

 

40,483

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

pence

 

pence

 

pence

Basic

8

 

30.2

 

32.4

 

80.2

Diluted

8

 

30.0

 

32.0

 

79.2

 

 

 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the six months ended 30 June 2015

 

 

Note

 

2015

 

2014

 

2014

 

 

Six months

ended

Six months

ended

Year ended

 

 

 

30 June

 

30 June

31 December

 

 

 

£000

 

£000

 

£000

Profit for the period

 

 

15,252

 

16,624

 

40,483

Other comprehensive income

 

 

 

 

 

 

 

Items that will not be reclassified to profit or loss

 

 

 

 

 

 

 

Remeasurements of defined benefit plan liabilities

5

 

-

 

-

 

(2,126)

Income tax on items that will not be reclassified to profit or loss

 

 

(415)

 

23

 

316

 

 

 

(415)

 

23

 

(1,810)

Items that may be reclassified subsequently to profit or loss

 

 

 

 

 

 

 

Exchange differences on translation of foreign operations

 

 

(4,356)

 

(2,198)

 

(4,372)

Effective portion of changes in fair value of cash flow hedges

 

 

2,039

 

(18)

 

(2,367)

Effective portion of changes in fair value of cash flow hedges in joint ventures

 

 

243

 

(94)

 

(133)

Net change in fair value of cash flow hedges transferred to profit or loss

 

 

168

 

17

 

(35)

Income tax on items that may be reclassified subsequently to profit or loss

 

-

 

-

 

450

 

 

 

(1,906)

 

(2,293)

 

(6,457)

Other comprehensive income for the period, net of income tax

 

 

(2,321)

 

(2,270)

 

(8,267)

Total comprehensive income for the period

 

 

12,931

 

14,354

 

32,216

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

Owners of the Company

 

 

12,783

 

13,868

 

31,761

Non controlling interests

 

 

148

 

486

 

455

 

 

 

12,931

 

14,354

 

32,216

 

 

 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

at 30 June 2015

 

 

 

 

2015

 

2014

 

2014

 

 

 

30 June

 

30 June

31 December

 

Note

 

£000

 

£000

 

£000

Assets

 

 

 

 

 

 

 

Non current assets

 

 

 

 

 

 

 

Goodwill

 

 

135,949

 

116,425

 

114,378

Other intangible assets

 

 

16,455

 

10,714

 

12,752

Property, plant and equipment

 

 

128,525

 

117,537

 

116,629

Investment in joint ventures

 

 

9,141

 

9,434

 

9,147

Financial assets

 

 

1,478

 

1,378

 

1,478

Deferred tax assets

 

 

2,203

 

2,531

 

2,694

 

 

 

293,751

 

258,019

 

257,078

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Inventories

 

 

47,381

 

44,992

 

40,656

Trade and other receivables

 

 

127,759

 

111,938

 

117,644

Derivative financial instruments

 

 

1,558

 

1,304

 

49

Cash and short term deposits

6

 

28,071

 

20,879

 

17,719

 

 

 

204,769

 

179,113

 

176,068

 

 

 

 

 

 

 

 

Total assets

 

 

498,520

 

437,132

 

433,146

 

 

 

 

 

 

 

 

Equity and liabilities

 

 

 

 

 

 

 

Capital and reserves

 

 

 

 

 

 

 

Called up share capital

 

 

12,541

 

12,525

 

12,525

Share premium

 

 

25,525

 

25,238

 

25,238

Treasury shares

 

 

(442)

 

(738)

 

(1,988)

Other reserves

 

 

(9,584)

 

(3,531)

 

(7,684)

Retained earnings

 

 

179,551

 

155,672

 

174,663

Shareholders' equity

 

 

207,591

 

189,166

 

202,754

Non controlling interests

 

 

1,584

 

1,389

 

1,436

Total equity

 

 

209,175

 

190,555

 

204,190

 

 

 

 

 

 

 

 

Non current liabilities

 

 

 

 

 

 

 

Other payables

 

 

14,981

 

15,677

 

9,585

Retirement benefit obligations

5

 

20,511

 

21,233

 

21,806

Cumulative preference shares

 

 

100

 

100

 

100

Loans and borrowings

 

 

113,600

 

103,084

 

79,899

Deferred tax liabilities

 

 

545

 

1,132

 

545

 

 

 

149,737

 

141,226

 

111,935

Current liabilities

 

 

 

 

 

 

 

Trade and other payables

 

 

112,418

 

98,450

 

105,991

Current tax

 

 

7,846

 

6,317

 

8,635

Derivative financial instruments

 

 

1,333

 

495

 

2,341

Loans and borrowings

 

 

18,011

 

89

 

54

 

 

 

139,608

 

105,351

 

117,021

 

 

 

 

 

 

 

 

Total liabilities

 

 

289,345

 

246,577

 

228,956

 

 

 

 

 

 

 

 

Total equity and liabilities

 

 

498,520

 

437,132

 

433,146

 

 

 

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

for the six months ended 30 June 2015

 

 

 

 

2015

 

2014

 

2014

 

Note

Six months

ended

Six months

ended

Year ended

 

 

 

30 June

 

30 June

31 December

 

 

 

£000

 

£000

 

£000

 

 

 

 

 

 

 

 

Profit before tax for the period

 

 

17,861

 

20,797

 

49,234

     Adjustments to reconcile profit before tax to net cash flows

 

 

 

 

 

 

 

     Depreciation and amortisation

 

 

12,229

 

10,182

 

18,904

     Acquisition costs and amortisation of acquired intangibles

 

 

1,237

 

1,126

 

1,719

     Profit on sale of property, plant and equipment

 

 

(160)

 

(279)

 

1,044

     Adjustment to provision for contingent consideration

 

 

(1,330)

 

-

 

(4,100)

     Finance income

 

 

(91)

 

(31)

 

(197)

     Finance expense

 

 

2,285

 

2,550

 

4,881

     Share of profits of joint ventures

 

 

66

 

(176)

 

(186)

     Share based compensation

 

 

426

 

611

 

1,226

Increase in trade and other receivables

 

 

(674)

 

(17,756)

 

(17,535)

(Increase)/decrease in inventories

 

 

(6,164)

 

2,213

 

7,092

Increase in trade and other payables

 

 

(5,179)

 

(43)

 

(1,422)

Additional defined benefit pension scheme contributions

 

 

(1,756)

 

(2,508)

 

(4,665)

Cash generated from operations

 

 

18,750

 

16,686

 

55,995

Cash outflow from acquisition costs

 

 

(748)

 

(398)

 

(700)

Income tax payments

 

 

(5,702)

 

(3,753)

 

(5,610)

Net cash from operating activities

 

 

12,300

 

12,535

 

49,685

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

Dividends from joint venture undertakings

 

 

65

 

-

 

641

Proceeds from the sale of property, plant and equipment

 

 

1,499

 

1,480

 

5,814

Finance income

 

 

91

 

31

 

197

Acquisition of subsidiaries, net of cash acquired

9

 

(27,653)

 

(10,580)

 

(11,337)

Acquisition of property, plant and equipment

 

 

(12,707)

 

(18,301)

 

(32,157)

Development expenditure

 

 

(1,042)

 

(797)

 

(2,233)

Net cash used in investing activities

 

 

(39,747)

 

(28,167)

 

(39,075)

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

Proceeds from the issue of share capital

 

 

303

 

-

 

-

Finance costs

 

 

(1,734)

 

(2,188)

 

(3,694)

Purchase less sale of own shares by ESOP

 

 

(1,376)

 

(1,686)

 

(2,936)

Capital element of finance lease repayments

 

 

(56)

 

(492)

 

(546)

Proceeds from other non-current borrowings

 

 

48,209

 

25,584

 

16,968

Repayment of borrowings

 

 

-

 

-

 

(15,248)

Dividends paid

 

 

(7,463)

 

(6,780)

 

(10,331)

Net cash from financing activities

 

 

37,883

 

14,438

 

(15,787)

 

 

 

 

 

 

 

 

Net increase/(decrease) in cash and cash equivalents

 

 

10,436

 

(1,194)

 

(5,177)

Cash and cash equivalents at beginning of period

 

 

17,719

 

23,982

 

23,982

Effect of exchange rate fluctuations on cash held

 

 

(84)

 

(1,909)

 

(1,086)

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

6

 

28,071

 

20,879

 

17,719

                 

 

 

 

CONDENSED CONSOLIDATED STATEMENT OF MOVEMENTS IN EQUITY

for the six months ended 30 June 2015

 

For the six months ended 30 June 2015

 

Capital

 

Attributable to equity holders of parent

 

 

 

 

 

Share

 

Share

 

Retained

 

Other

 

Treasury

 

Total

Non controlling

 

Total

 

capital

 

premium

 

earnings

reserves

 

shares

shareholders'

 

interests

 

equity

 

 

 

 

 

 

 

 

 

 

 

equity

 

 

 

 

 

£000

 

£000

 

£000

 

£000

 

£000

 

£000

 

£000

 

£000

At 1 January 2015

12,525

 

25,238

 

174,663

 

(7,684)

 

(1,988)

 

202,754

 

1,436

 

204,190

Profit for the period

-

 

-

 

15,098

 

-

 

-

 

15,098

 

154

 

15,252

Other comprehensive income for the period

-

 

-

 

(415)

 

(1,900)

 

-

 

(2,315)

 

(6)

 

(2,321)

Contributions by and distributions to owners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary dividends paid

-

 

-

 

(7,463)

 

-

 

-

 

(7,463)

 

-

 

(7,463)

Share based compensation expense

-

 

-

 

426

 

-

 

-

 

426

 

-

 

426

Tax effect of share based payments

-

 

-

 

164

 

-

 

-

 

164

 

-

 

164

Purchase of shares

-

 

-

 

-

 

-

 

(1,535)

 

(1,535)

 

-

 

(1,535)

Sale of shares

-

 

-

 

-

 

-

 

159

 

159

 

-

 

159

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arising on the issue of shares

16

 

287

 

-

 

 

-

 

303

 

-

 

303

 

16

 

287

 

(6,873)

 

-

 

(1,376)

 

(7,946)

 

-

 

(7,946)

Transfer on disposal of shares

-

 

-

 

(2,922)

 

-

 

2,922

 

-

 

-

 

-

At 30 June 2015

12,541

 

25,525

 

179,551

 

(9,584)

 

(442)

 

207,591

 

1,584

 

209,175

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended 30 June 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital

 

Attributable to equity holders of parent

 

 

 

 

 

Share

 

Share

 

Retained

 

Other

 

Treasury

 

Total

Non controlling

 

Total

 

capital

 

premium

 

earnings

reserves

 

shares

shareholders'

 

interests

 

equity

 

 

 

 

 

 

 

 

 

 

 

equity

 

 

 

 

 

£000

 

£000

 

£000

 

£000

 

£000

 

£000

 

£000

 

£000

At 1 January 2014

12,525

 

25,238

 

147,716

 

(1,183)

 

(1,392)

 

182,904

 

903

 

183,807

Profit for the period

-

 

-

 

16,193

 

-

 

-

 

16,193

 

431

 

16,624

Other comprehensive income for the period

-

 

-

 

23

 

(2,348)

 

-

 

(2,325)

 

55

 

(2,270)

Contributions by and distributions to owners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary dividends paid

-

 

-

 

(6,780)

 

-

 

-

 

(6,780)

 

-

 

(6,780)

Share based compensation expense

-

 

-

 

611

 

-

 

-

 

611

 

-

 

611

Tax effect of share based compensation

 

 

 

 

249

 

 

 

 

 

249

 

-

 

249

Purchase of shares

-

 

-

 

 

 

-

 

(2,051)

 

(2,051)

 

-

 

(2,051)

Sale of shares

 

 

 

 

 

 

 

365

 

365

 

-

 

365

 

-

 

-

 

(5,920)

 

-

 

(1,686)

 

(7,606)

 

-

 

(7,606)

Transfer on disposal of shares

-

 

-

 

(2,340)

 

-

 

2,340

 

-

 

-

 

-

At 30 June 2014

12,525

 

25,238

 

155,672

 

(3,531)

 

(738)

 

189,166

 

1,389

 

190,555

 

 

 

NOTES TO THE CONDENSED CONSOLIDATED HALF YEARLY STATEMENTS

 

1          Basis of preparation

 

James Fisher and Sons Plc (the Company) is a limited liability company incorporated and domiciled in the United Kingdom, whose shares are listed on the London Stock Exchange. The condensed consolidated half year financial statements of the Company for the six months ended 30 June 2015 comprise the Company and its subsidiaries (together referred to as the Group) and the Group's interests in jointly controlled entities.

 

Statement of compliance

 

The condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standard (IFRS) IAS 34 "Interim Financial Reporting" as adopted by the European Union (EU). As required by the Disclosure and Transparency Rules of the Financial Services Authority, the condensed consolidated set of financial statements has been prepared applying the accounting policies and presentation that were applied in the preparation of the Group's published consolidated financial statements for the year ended 31 December 2014 with the exceptions described below. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2014.

 

The comparative figures for the financial year ended 31 December 2014 are not the Group's statutory accounts for that financial year. Those accounts which were prepared under International Financial Reporting Standards (IFRS) as adopted by the EU (adopted IFRS), have been reported on by the Group's auditors and delivered to the Registrar of Companies. The report of the auditors was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

 

The consolidated financial statements of the Group for the year ended 31 December 2014 are available upon request from the Company's registered office at Fisher House, PO Box 4, Barrow-in-Furness, Cumbria LA14 1HR or at www.james-fisher.co.uk.  The half year financial information is presented in Sterling and all values are rounded to the nearest thousand pounds (£000) except where otherwise indicated.  The half year report was approved for issue by the Board of Directors on 24 August 2015.

 

Going concern

 

After making enquires, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly they continue to adopt the going concern basis in preparing the condensed consolidated financial statements.

 

The Group meets its day to day working capital requirements through operating cash flows with borrowings in place to fund acquisitions and capital expenditure. Movements on the Group's overall net debt position are shown in note 6. The Group had £30.1m of undrawn committed facilities at 30 June 2015.

 

At 30 June 2015 the Group had one revolving credit facility that is due for renewal in the next twelve months. The Group had £18.2m outstanding balances drawn down on this facility at 30 June 2015. Renewal negotiations will be opened with the bank in due course and the Group has not sought any written commitment that the facilities will be renewed. However, the Group has held discussions with its bankers about its future borrowing needs and no matters have been drawn to its attention to suggest the renewals will not be forthcoming on acceptable terms.

 

Significant accounting policies

 

The accounting policies applied by the Group in these condensed consolidated financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2014.

 

2          Accounting estimates and judgements

 

The preparation of half yearly financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

 

The significant judgements 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 and for the year ended 31 December 2014.

 

3          Segmental information

 

Management has determined the operating segments based on the reports reviewed by the Board that are utilised to make strategic decisions. The Board considers the business primarily from the products and services perspective and has four reportable segments:

 

Marine Support - includes the hire and sale of large scale pneumatic fenders and ship to ship transfer services, and the design and supply of systems for monitoring strains and stress in structures.

 

Offshore Oil - manufacture and rental of equipment for the offshore oil and gas industry and the design and manufacture of specialist downhole tools and equipment for extracting oil.

 

Specialist Technical - provision of subsea services including submarine rescue and saturation diving including maintenance, asset management and consultancy services and non-destructive testing, decommissioning and remote operations and monitoring services predominantly to the nuclear industry.

 

Tankships - engaged in the sea transportation of clean petroleum products in North West Europe.

 

The Board assesses the performance of the segments based on operating profit before central common costs and acquisition related income and expense but after the Group's share of the post tax results of associates and joint ventures. The Board believes that such information is the most relevant in evaluating the results of certain segments relative to other entities which operate within these industries.

 

Inter segmental sales are made using prices determined on an arms length basis.

 

Six months ended 30 June 2015

 

 

Marine

Offshore Oil

 

Specialist

Tankships

 

Corporate

 

Total

 

 

Support

 

 

 

Technical

 

 

 

 

 

 

 

 

£000

 

£000

 

£000

 

£000

 

£000

 

£000

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

Segmental revenue

 

88,327

 

36,869

 

64,243

 

26,088

 

-

 

215,527

Inter segment sales

 

(1,154)

 

(731)

 

(554)

 

(27)

 

-

 

(2,466)

Group revenue

 

87,173

 

36,138

 

63,689

 

26,061

 

-

 

213,061

 

 

 

 

 

 

 

 

 

 

 

 

 

Underlying operating profit

 

7,400

 

5,347

 

5,595

 

3,256

 

(1,636)

 

19,962

Acquisition expenses

 

(270)

 

-

 

(451)

 

-

 

-

 

(721)

Adjustment to provision for contingent consideration

-

 

-

 

-

 

-

 

1,330

 

1,330

Amortisation of acquired intangibles

 

(158)

 

(41)

 

(317)

 

-

 

-

 

(516)

Operating profit

6,972

 

5,306

 

4,827

 

3,256

 

(306)

 

20,055

Finance income

 

 

 

 

 

 

 

 

 

 

 

91

Finance costs

 

 

 

 

 

 

 

 

 

 

 

(2,285)

Profit before tonnage and income tax

 

 

 

 

 

 

 

 

 

 

17,861

Tonnage and income tax

 

 

 

 

 

 

 

 

 

 

 

(2,609)

Profit attributable to equity holders

 

 

 

 

 

 

 

 

 

 

 

15,252

Share of post tax results of

 

 

 

 

 

 

 

 

 

 

 

 

joint ventures

(341)

 

-

 

275

 

-

 

-

 

(66)

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditure

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

5,838

 

4,922

 

528

 

1,053

 

366

 

12,707

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment assets

 

176,585

 

136,177

 

100,714

 

33,732

 

42,171

 

489,379

Investment in joint ventures

 

6,685

 

-

 

2,456

 

-

 

-

 

9,141

Total assets

 

183,270

 

136,177

 

103,170

 

33,732

 

42,171

 

498,520

Segment liabilities

 

(49,115)

 

(13,082)

 

(32,638)

 

(9,672)

 

(184,838)

 

(289,345)

 

 

134,155

 

123,095

 

70,532

 

24,060

 

(142,667)

 

209,175

 

Six months ended 30 June 2014

 

 

 

 

 

 

Marine

Offshore Oil

 

Specialist

 

Tankships

 

Corporate

 

Total

 

 

Support

 

 

 

Technical

 

 

 

 

 

 

 

 

£000

 

£000

 

£000

 

£000

 

£000

 

£000

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

Segmental revenue

 

86,040

 

57,324

 

52,699

 

27,510

 

-

 

223,573

Inter segment sales

 

(3,978)

 

(1,741)

 

(888)

 

(885)

 

-

 

(7,492)

Group revenue

 

82,062

 

55,583

 

51,811

 

26,625

 

-

 

216,081

 

 

 

 

 

 

 

 

 

 

 

 

 

Underlying operating profit

 

7,699

 

11,985

 

4,524

 

1,871

 

(1,637)

 

24,442

Acquisition costs

 

(405)

 

-

 

(250)

 

-

 

-

 

(655)

Amortisation of acquired intangibles

(64)

 

(63)

 

(344)

 

-

 

-

 

(471)

Operating profit

7,230

 

11,922

 

3,930

 

1,871

 

(1,637)

 

23,316

Finance income

 

 

 

 

 

 

 

 

 

 

 

31

Finance costs

 

 

 

 

 

 

 

 

 

 

 

(2,550)

Profit before tonnage and income tax

 

 

 

 

 

 

 

 

 

 

20,797

Tonnage and income tax

 

 

 

 

 

 

 

 

 

 

 

(4,173)

Profit attributable to equity holders

 

 

 

 

 

 

 

 

 

 

16,624

Share of post tax results of

 

 

 

 

 

 

 

 

 

 

 

 

joint ventures

(111)

 

-

 

287

 

-

 

-

 

176

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditure

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

6,389

 

8,155

 

2,190

 

1,129

 

438

 

18,301

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment assets

115,490

 

148,244

 

91,813

 

42,608

 

29,543

 

427,698

Investment in joint ventures

 

7,283

 

-

 

2,151

 

-

 

-

 

9,434

Total assets

122,773

 

148,244

 

93,964

 

42,608

 

29,543

 

437,132

Segment liabilities

 

(27,039)

 

(17,538)

 

(51,483)

 

(11,905)

 

(138,612)

 

(246,577)

 

 

95,734

 

130,706

 

42,481

 

30,703

 

(109,069)

 

190,555

 

Year ended 31 December 2014

 

 

 

Marine

Offshore Oil

 

Specialist

 

Tankships

 

Corporate

 

Total

 

 

Support

 

 

 

Technical

 

 

 

 

 

 

 

 

£000

 

£000

 

£000

 

£000

 

£000

 

£000

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

Segmental revenue

165,566

 

106,690

123,075

 

54,355

 

-

 

449,686

Inter segment sales

 

(1,416)

 

(1,810)

 

(1,614)

 

(47)

 

-

 

(4,887)

Group revenue

 

164,150

 

104,880

 

121,461

 

54,308

 

-

 

444,799

 

 

 

 

 

 

 

 

 

 

 

 

 

Underlying operating profit

 

14,150

 

22,426

 

13,338

 

4,711

 

(3,088)

 

51,537

Acquisition expenses

 

(405)

 

 

 

(295)

 

 

 

 

 

(700)

Adjustment to provision for contingent consideration

698

 

 

3,402

 

 

 

 

 

4,100

Amortisation of acquired intangibles

 

(227)

 

(122)

 

(670)

 

-

 

-

 

(1,019)

Operating profit

14,216

 

22,304

 

15,775

 

4,711

 

(3,088)

 

Finance income

 

 

 

 

 

 

 

 

 

 

 

197

Finance costs

 

 

 

 

 

 

 

 

 

 

 

(4,881)

Profit before tonnage and income tax

 

 

 

 

 

 

 

 

 

 

49,234

Tonnage and income tax

 

 

 

 

 

 

 

 

 

 

 

(8,751)

Profit attributable to equity holders

 

 

 

 

 

 

 

 

 

 

40,483

Share of post tax results of

 

 

 

 

 

 

 

 

 

 

 

 

joint ventures

(394)

 

-

 

580

 

-

 

-

 

186

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditure

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

9,921

 

16,595

 

3,136

 

1,865

 

668

 

32,185

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment assets

123,155

 

138,131

 

98,044

 

33,372

 

31,297

 

423,999

Investment in joint ventures

 

7,138

 

-

 

2,009

 

-

 

-

 

9,147

Total assets

130,293

 

138,131

100,053

 

33,372

 

31,297

 

433,146

Segment liabilities

 

(32,648)

 

(15,427)

(51,098)

 

(9,754)

 

(120,029)

 

(228,956)

 

 

97,645

 

122,704

 

48,955

 

23,618

 

(88,732)

 

204,190

                           

 

4          Separately disclosed items

 

 

2015

 

2014

 

2014

Six months

ended

Six months

ended

 

Year ended

 

30 June

 

30 June

31 December

 

£000

 

£000

 

£000

Included in operating profit:

 

 

 

 

 

Acquisition costs

(721)

 

(655)

 

(700)

Amortisation of acquired intangibles

(516)

 

(471)

 

(1,019)

Adjustment to provision for contingent consideration

1,330

 

-

 

4,100

Separately disclosed profit/(loss) before taxation

93

 

(1,126)

 

2,381

Tax on separately disclosed items

111

 

101

 

243

 

204

 

(1,025)

 

2,624

 

The Group has made a number of acquisitions during the period and the costs incurred in making these acquisitions of £0.7m have been expensed in the Income Statement. In order for a better understanding of underlying performance these have been disclosed separately, together with the amortisation of intangible assets which arise on the acquisition of businesses.

 

The adjustment to the provision for contingent consideration of £1.3m is an adjustment to future payments for businesses based on profitability targets which are no longer expected to be achieved.

 

5          Retirement benefit obligations

 

Movements during the period in the Group's defined benefit pension schemes are set out below:

 

 

 

2015

 

2014

 

2014

 

 

Six months

ended

 

Six months

ended

 

Year

ended

 

 

30 June

 

30 June

31 December

 

 

£000

 

£000

 

£000

 

 

 

 

 

 

 

As at 1 January

 

(21,806)

 

(23,141)

 

(23,141)

Expense recognised in the income statement

 

(449)

 

(574)

 

(1,149)

Disposal

 

-

 

-

 

(96)

Movements on exchange

 

-

 

(4)

 

-

Contributions paid to scheme

 

1,744

 

2,486

 

4,706

Remeasurement gains and losses

 

-

 

-

 

(2,126)

At period end

 

(20,511)

 

(21,233)

 

(21,806)

 

 

 

 

 

 

 

The Group's net assets and liabilities in respect of its pension schemes at 30 June 2015 were as follows:

 

 

 

 

 

 

 

 

 

2015

 

2014

 

2014

 

 

Six months

ended

 

Six months

ended

 

Year

ended

 

 

30 June

 

30 June

31 December

 

 

£000

 

£000

 

£000

Assets

 

 

 

 

 

 

Scantech Produkt pension scheme

 

-

 

92

 

-

Liabilities

 

 

 

 

 

 

Shore Staff pension scheme

 

(9,970)

 

(9,250)

 

(10,522)

MNOPF pension scheme

 

(10,541)

 

(12,075)

 

(11,284)

 

 

(20,511)

 

(21,325)

 

(21,806)

 

The Group has a defined benefit scheme closed to future accruals and has an obligation in respect of the funding deficit of the Merchant Navy Officers' Pension Fund (MNOPF). The last full actuarial valuation was performed on the Shore Staff scheme as at 31 July 2013. This has been rolled forward to 31 December 2014. The Group has not obtained an interim valuation for the period ended 30 June 2015 and so has not recognised an actuarial movement in this period.

 

6          Reconciliation of net debt

 

 

 

1 January

 

Acquisition

 

Cash

 

Other

 

Exchange

 

30 June

 

 

2015

 

 

 

flow

non cash

 

movement

 

2015

 

 

£000

 

£000

 

£000

 

£000

 

£000

 

£000

Cash in hand and at bank

 

17,719

 

-

 

10,436

 

-

 

(84)

 

28,071

Cash and cash equivalents

 

17,719

 

-

 

10,436

 

-

 

(84)

 

28,071

Debt due after 1 year

 

(79,965)

 

(692)

 

(30,388)

 

(239)

 

(2,327)

 

(113,611)

Debt due within 1 year

 

-

 

-

 

(17,821)

 

-

 

-

 

(17,821)

 

 

(79,965)

 

(692)

 

(48,209)

 

(239)

 

(2,327)

 

(131,432)

Finance leases

 

(88)

 

(248)

 

56

 

-

 

1

 

(279)

Net debt

 

(62,334)

 

(940)

 

(37,717)

 

(239)

 

(2,410)

 

(103,640)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1 January

 

Acquisition

 

Cash

 

Other

 

Exchange

 

30 June

 

 

2014

 

 

 

Flow

non cash

 

Movement

 

2014

 

 

£000

 

£000

 

£000

 

£000

 

£000

 

£000

Cash in hand and at bank

 

23,982

 

-

 

(1,194)

 

-

 

(1,909)

 

20,879

Cash and cash equivalents

 

23,982

 

-

 

(1,194)

 

-

 

(1,909)

 

20,879

Debt due after 1 year

 

(78,049)

 

-

 

(25,584)

 

(289)

 

797

 

(103,125)

Debt due within 1 year

 

-

 

-

 

-

 

-

 

-

 

-

 

 

(78,049)

 

-

 

(25,584)

 

(289)

 

797

 

(103,125)

Finance leases

 

(211)

 

(428)

 

492

 

-

 

(1)

 

(148)

Net debt

 

(54,278)

 

(428)

 

(26,286)

 

(289)

 

(1,113)

 

(82,394)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1 January

 

Acquisition

 

Cash

 

Other

 

Exchange

31 December

 

 

2014

 

 

 

Flow

non cash

 

movement

 

2014

 

 

£000

 

£000

 

£000

 

£000

 

£000

 

£000

Cash in hand and at bank

 

23,982

 

-

 

(5,177)

 

-

 

(1,086)

 

17,719

Cash and cash equivalents

 

23,982

 

-

 

(5,177)

 

-

 

(1,086)

 

17,719

Debt due after 1 year

 

(78,049)

 

-

 

(1,720)

 

53

 

(249)

 

(79,965)

Debt due within 1 year

 

-

 

-

 

-

 

-

 

-

 

-

 

 

(78,049)

 

-

 

(1,720)

 

53

 

(249)

 

(79,965)

Finance leases

 

(211)

 

-

 

546

 

(429)

 

6

 

(88)

Net debt

 

(54,278)

 

-

 

(6,351)

 

(376)

 

(1,329)

 

(62,334)

 

7          Taxation

 

The Group falls within the UK tonnage tax regime under which tax on its ship owning and operating activities is based on the net tonnage of vessels operated. Any income and profits outside the tonnage tax regime are taxed under the normal tax rules of the relevant tax jurisdiction.

 

The effective rate on profit before income and tonnage tax from continuing operations is 15.8% (30 June 2014: 20.1%, 31 December 2014: 17.8%) based on the estimated effective tax rate for the twelve months to 31 December 2015. Of the total tax charge, £994,000 relates to overseas businesses (30 June 2014: £1,392,000). The effective income tax rate on underlying profit provided in the period is 15.3% (30 June 2014: 19.5%, 31 December 2014: 19.2%).

 

8          Earnings per share

 

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period, after excluding ordinary shares held by the Employee Share Ownership Trust as treasury shares.

 

Diluted earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

 

The calculation of basic and diluted earnings per share is based on the following profits and numbers of shares:

 

Weighted average number of shares

 

 

 

30 June

2015

30 June

2014

31 December

2014

 

 

 

Number of

 

Number of

 

Number of

 

 

 

shares

 

shares

 

shares

For basic earnings per ordinary share*

 

50,022,223

 

49,985,894

 

49,986,659

Exercise of share options and LTIPs

 

385,989

 

636,081

 

606,887

For diluted earnings per ordinary share

 

50,408,212

 

50,621,975

 

50,593,546

 

*   Excludes 34,037 (30 June 2014: 58,218; 31 December 2014: 153,192) shares owned by the James Fisher &

     Sons Plc Employee Share Ownership Trust.

 

In the period to 30 June 2015, 65,118 ordinary shares of 25p were allotted on the exercise of share options for an aggregate cash consideration of £238,000. No ordinary shares of 25p were allotted on the exercise of share options in the period to 30 June 2014 (31 December 2014: none).

 

To provide a better understanding of the underlying performance of the Group, an adjusted earnings per share on continuing activities is provided.  Adjusted earnings are before the costs of any business combinations and amortisation of acquired intangibles.

 

 

2015

 

2014

 

2014

 

Six months

ended

Six months

ended

Year ended

 

30 June

 

30 June

31 December

 

£000

 

£000

 

£000

Profit attributable to owners of the Company

15,098

 

16,193

 

40,071

Separately disclosed items

(93)

 

1,126

 

(2,381)

Attributable tax

(111)

 

(101)

 

(243)

Adjusted profit attributable to owners of the Company

14,894

 

17,218

 

37,447

 

 

 

 

 

 

Basic earnings per share on profit from operations

30.2

 

32.4

 

80.2

Diluted earnings per share on profit from operations

30.0

 

32.0

 

79.2

Adjusted basic earnings per share on profit from operations

29.8

 

34.4

 

74.9

Adjusted diluted earnings per share on profit from operations

29.5

 

34.0

 

74.0

 

9          Business combinations

 

On 15 January 2015 the Group acquired the entire issued share capital of High Technology Sources Limited (HTSL), for a cash outlay of £2.2m. HTSL provides an extensive range of sealed industrial sources and reference and calibration sources through their exclusive UK distribution agreements. HTSL is included in the Group's Specialist Technical division.

 

On 10 February 2015 the Group acquired the entire issued share capital of the National Hyperbaric Centre Limited (NHC),for an initial cash outlay of £3.5m with further contingent consideration payable of up to £1.0m based on specific future contracts undertaken post completion. NHC operates hyperbaric testing chambers which are used for testing equipment for the subsea industry. Its services include reception personnel for decompression, subsea equipment testing, training services to the diving industry and hyperbaric welding trials to customers worldwide. It also operates a hyperbaric chamber for patients of the National Health Service Grampian. The business is included in the Specialist Technical division.

 

On 2 March 2015 the Group acquired the entire issued share capital of Subtech Group Holdings (Pty) Limited (Subtech), for an initial cash outlay of £3.4m with potential contingent consideration based on profitability between 2015 and 2019 of up to £14.7m. Subtech, which is based in Durban, South Africa, provides marine and sub-sea services with operations in Namibia and Mozambique, and is included in the Marine Support division.

 

On 5 May 2015 the Group acquired the entire issued share capital of Mojo Maritime Limited (MML), for an initial cash outlay of £3.2m. Contingent consideration of up to £0.3m is payable based on profitability for the year ended 31 December 2015. MML provides specialist design and consultancy services in the offshore renewable energy sector and is included with Marine Support.

 

On 13 May 2015 the Group acquired the assets and intellectual property rights of X-Subsea UK Holdings Limited (X-Subsea) for a total consideration of £14.8m. X-Subsea was a world leading operator of specialised excavation, trenching and dredging equipment, which was rented and operated worldwide for subsea operations in the oil and gas, telecoms and renewable energy sectors.

 

The provisional fair values of the assets and liabilities acquired are set out below. Included in goodwill are certain intangible assets, including the anticipated impact on these businesses of distributing their products to existing Group customers, that cannot be individually separated and reliably measured due to their nature.

 

 

 

 

 

Fair

 

 

 

 

Book

 

value

 

 

 

 

value

 

adjustments

 

Total

Subtech

 

£000

 

£000

 

£000

Property, plant and equipment

 

3,297

 

(497)

 

2,800

Inventories

 

134

 

-

 

134

Trade and other receivables

 

2,466

 

(341)

 

2,125

Cash and short term deposits

 

418

 

-

 

418

Trade and other payables

 

(2,928)

 

-

 

(2,928)

Interest bearing loans and borrowings

 

(815)

 

-

 

(815)

Fair value of net assets acquired

 

2,572

 

(838)

 

1,734

Goodwill arising on acquisition

 

 

 

 

 

11,922

 

 

 

 

 

 

13,656

Consideration:

 

 

 

 

 

 

Cash

 

 

 

 

 

3,324

Contingent consideration

 

 

 

 

 

10,332

 

 

 

 

 

 

13,656

 

 

 

 

 

 

 

X-Subsea

 

 

 

 

 

£000

Intangible assets

 

 

 

 

 

3,000

Property, plant and equipment

 

 

 

 

 

6,401

Inventories

 

 

 

 

 

100

Fair value of net assets acquired

 

 

 

 

 

9,501

Goodwill arising on acquisition

 

 

 

 

 

5,299

Cash consideration

 

 

 

 

 

14,800

 

 

 

 

 

Fair

 

 

 

 

Book

 

value

 

 

 

 

value

 

adjustments

 

Total

Other acquisitions

 

£000

 

£000

 

£000

Intangible assets

 

1,049

 

-

 

1,049

Investments

 

-

 

-

 

-

Property, plant and equipment

 

845

 

-

 

845

Inventories

 

406

 

(80)

 

326

Trade and other receivables

 

2,218

 

(45)

 

2,173

Cash and short term deposits

 

1,376

 

-

 

1,376

Trade and other payables

 

(4,477)

 

(490)

 

(4,967)

Interest bearing loans and borrowings

 

(125)

 

-

 

(125)

Deferred tax

 

(3)

 

-

 

(3)

Fair value of net assets acquired

 

1,289

 

(615)

 

674

Goodwill arising on acquisitions

 

 

 

 

 

7,676

Cash consideration

 

 

 

 

 

8,350

 

The book value of these business combinations has been adjusted to reflect adoption of the Group's income recognition policy and provision for warranty claims. Fair value adjustments have been recognised in respect of intangible assets relating to customer relationships and intellectual property.

 

Further fair value adjustments and adjustments to intangibles may arise as a result of the finalisation of completion accounts and review of fair values.

 

10         Fair values

 

The fair value of financial assets and financial liabilities, together with the carrying amounts in the Condensed Consolidated Statement of Financial Position, are as follows:

 

Group

30 June 2015

 

31 December 2014

 

Carrying

 

Fair

 

Carrying

 

Fair

 

value

 

value

 

value

 

value

 

£000

 

£000

 

£000

 

£000

Assets carried at fair value

 

 

 

 

 

 

 

Forward exchange contracts - cash flow hedges

1,516

 

1,516

 

49

 

49

Forward exchange contracts - other derivatives

8

 

28

 

-

 

-

Interest rate swaps - cash flow hedges

8

 

8

 

-

 

-

 

1,532

 

1,552

 

49

 

49

Assets carried at amortised cost

 

 

 

 

 

 

 

Receivables

109,902

 

109,902

 

108,142

 

108,142

Cash and cash equivalents

28,071

 

28,071

 

17,719

 

17,719

Other investments

1,478

 

1,478

 

1,478

 

1,478

 

139,451

 

139,451

 

127,339

 

127,339

Liabilities carried at fair value

 

 

 

 

 

 

 

Forward exchange contracts - cash flow hedges

(829)

 

(829)

 

(1,685)

 

(1,685)

Forward exchange contracts - other derivatives

-

 

-

 

(6)

 

(6)

Interest rate swaps - cash flow hedges

(504)

 

(504)

 

(651)

 

(651)

 

(1,333)

 

(1,333)

 

(2,342)

 

(2,342)

Liabilities carried at amortised cost

 

 

 

 

 

 

 

Unsecured bank loans

(131,332)

 

(127,464)

 

(79,865)

 

(74,727)

Trade and other payables

(100,059)

 

(100,059)

 

(87,973)

 

(87,973)

Finance leases

(280)

 

(283)

 

(88)

 

(90)

Preference shares

(100)

 

(100)

 

(100)

 

(100)

 

(231,771)

 

(227,906)

 

(168,026)

 

(162,890)

 

Financial risk management

The Group's financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the year ended 31 December 2014.

 

Fair value hierarchy

The Group classifies fair value measurement using a fair value hierarchy that reflects the significance of inputs used in making measurements of fair value. The fair value hierarchy has the following levels:

 

(a)    Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

(b)    Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and       

(c)    Level 3 - Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The following table shows an analysis of financial instruments carried at fair value by the level of fair value hierarchy:

 

 

30 June 2015

 

31 December 2014

Group

Level

1

Level

2

Level

3

Total

 

Level

1

Level

2

Level

3

Total

 

£000

£000

£000

£000

 

£000

£000

£000

£000

Financial assets measured at fair value

 

 

 

 

 

 

 

 

Forward exchange contracts - cash flow hedges

-

1,516

-

1,516

 

-

49

-

49

Forward exchange contracts - other derivatives

-

8

-

8

 

-

-

-

-

Interest rate swaps - cash flow hedges

-

8

-

8

 

-

-

-

-

 

-

1,532

-

1,532

 

-

49

-

49

 

 

30 June 2015

 

31 December 2014

Group

Level

1

Level

2

Level

3

Total

 

Level

1

Level

2

Level

3

Total

 

£000

£000

£000

£000

 

£000

£000

£000

£000

Financial liabilities measured at fair value

 

 

 

 

 

 

 

 

Forward exchange contracts - cash flow hedges

-

(829)

-

(829)

 

-

(1,685)

-

(1,685)

Forward exchange contracts - other derivatives

-

-

-

-

 

-

(6)

-

(6)

Interest rate swaps - cash flow hedges

-

(504)

-

(504)

 

-

(651)

-

(651)

Interest rate caps and collars

-

-

-

-

 

-

-

-

-

Financial liabilities not measured at fair value

 

 

 

 

 

 

 

 

Finance leases

-

(283)

-

(283)

 

-

(90)

-

(90)

 

-

(1,616)

-

(1,616)

 

-

(2,432)

-

(2,432)

 

Level 2 fair values for simple over-the-counter derivative financial instruments are based on broker quotes. Those quotes are tested for reasonableness by discounting expected future cash flows using market interest rates for a similar instrument at the measurement date. Fair values reflect the credit risk of the instrument and include adjustments to take account of the credit risk of the Group entity and counterparty when appropriate.

 

11         Interim dividend

 

The proposed interim dividend of 7.80p (2014: 7.10p) per 25p ordinary share is payable on 5 November 2015 to those shareholders on the register of the Company at the close of business on 2 October 2015. The dividend recognised in the Condensed Consolidated Statement of Movements in Equity is the final dividend for 2014 of 14.90p paid on 8 May 2015. The proposed interim dividend has not been recognised in this report.

 

12         Commitments and contingencies

 

As at 30 June 2015 the Group had capital commitments of £1.1m (2014: £4.0m). There have been no significant changes to the contingent liabilities set out in the Annual Report.

 

13         Principal risks and uncertainties

 

The Group has policies, processes and systems in place to help identify, evaluate and manage risks at all levels throughout the organisation. Certain key risks, because of their size, likelihood and severity are reviewed regularly by the Board to ensure that appropriate action is taken to eliminate, reduce or mitigate where possible, significant risks that can lead to financial loss, harm to reputation or business failure. The principal risks and uncertainties faced by the Group that could impact the second half can be found in the Company's Annual Report on page 18, as supplemented by the contingent liability note above.

 

14         Related parties

 

There have been no significant changes in the nature of related party transactions in the period ended 30 June 2015 from that disclosed in the 2014 Annual Report.

 

15         Other reserve movements

 

 

Translation

 

Hedging

 

Total

 

reserve

 

reserve

 

 

 

£000

 

£000

 

£000

At 1 January 2015

(5,335)

 

(2,349)

 

(7,684)

Other comprehensive income in the period

(4,350)

 

2,450

 

(1,900)

At 30 June 2015

(9,685)

 

101

 

(9,584)

 

 

 

 

 

 

At 1 January 2014

(940)

 

(243)

 

(1,183)

Other comprehensive income in the period

(2,253)

 

(95)

 

(2,348)

At 30 June 2014

(3,193)

 

(338)

 

(3,531)

 

 

 

Independent review report to James Fisher and Sons Plc

 

 

 

Introduction 

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2015 which comprises the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of financial position, the condensed consolidated cash flow statement, the condensed consolidated statement of movements in equity and the related explanatory notes.  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 condensed set of financial statements.

 

This report is made solely to the company in accordance with the terms of our engagement to assist the company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the UK FCA").  Our review has been undertaken so that we might state to the company those matters we are required to state to it in this report and for no other purpose.  To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company for our review work, for this report, or for the conclusions we have reached. 

 

Directors' responsibilities 

The half-yearly financial report 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 DTR of the UK FCA. 

 

As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the EU.  The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.

 

Our responsibility 

Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review. 

 

Scope of review 

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 UK.  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. 

 

Conclusion 

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2015 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the DTR of the UK FCA. 

 

 

 

David Bills

for and on behalf of KPMG LLP 

Chartered Accountants 

1 St Peter's Square

Manchester

M2 3AE

24 August 2015

 


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