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RPS Group PLC (RPS)

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Thursday 26 February, 2015

RPS Group PLC

Final Results

RNS Number : 8970F
RPS Group PLC
26 February 2015
 

RPS GROUP PLC

("RPS" or "the Group")

 

Results for the Year Ended 31 December 2014

 

10% PBTA growth and 14% eps growth on constant currency basis.  Dividend increased 15%.  £58 million of investment committed to acquisitions, further increasing strength of international platform.  Recently completed first acquisition of 2015, in BNE: North America.

 

 

 

Summary of Results

 

 

2014

2013

2013

(constant currency)

Business performance

 

 

 

Revenue (£m)

572.1

567.6

540.3

Fee income (£m)

505.0

492.1

468.3

PBTA(1) (£m)

66.1

63.0

60.2

Adjusted earnings per share (2) (basic) (p)

22.04

20.22

19.32

Total dividend per share (p)

8.47

7.36

7.36

 

 

 

 

Statutory reporting

 

 

 

Profit before tax (£m)

46.3

43.6

41.9

Earnings per share (basic) (p)

15.20

13.11

12.72

 

 

Highlights

 

·      successful execution of strategy produced 10% PBTA growth (constant currency).

 

·      reduced tax rate and charge; 14% eps growth (constant currency).

 

·      Energy business continued to grow, managing well the declining oil price and political unrest in the Middle East.

 

·      £58m total consideration committed to new acquisitions which will enhance performance in 2015.

 

·      balance sheet remains strong with year end net bank borrowings at £73.2m and facility headroom of £87m at the year end.

 

·      proposed full year dividend increased by 15%.

 

 

 

 

 

Notes:

 

(1)     Profit before tax, amortisation of acquired intangibles and transaction related costs.

(2)     Based on earnings before amortisation of acquired intangibles and transaction related costs.

 

 

 

Brook Land, Group Chairman, commented:

 

"Once again our business model delivered good results, with a number of high quality acquisitions making a significant contribution and positioning us well for 2015. This was achieved despite a number of factors outside our control, notably the strength of sterling, the rapid fall in the oil price and unrest in the Middle East.

 

RPS generates good cash flow and is financially strong.  We have the resources necessary to continue our buy and build strategy. We have completed our first acquisition of 2015 in the US and anticipate further transactions during the course of the year. 

 

We believe our positioning and business model should deliver a successful outcome and further growth in the current year."

 

 

 

26 February 2015

 

 

ENQUIRIES

 


RPS Group plc

Today: 020 7457 2020

Dr Alan Hearne, Chief Executive

Thereafter: 01235 863206

Gary Young, Finance Director




Instinctif Partners


Justine Warren

Tel: 020 7457 2020

Matthew Smallwood


 

 

 

RPS is an international consultancy providing independent advice upon: the exploration and production of oil and gas and other natural resources, and the development and management of the built and natural environment.  We have offices in the UK, Ireland, the Netherlands, Norway, the United States, Canada, the Middle East and Australia/Asia Pacific and undertake projects in many other parts of the world.  The Group is a constituent of both the FTSE 250 and FTSE4Good Indices.

 

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of RPS Group plc.  These statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future.  There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. Nothing in this announcement should be construed as a profit forecast.

 

 

 

 

Results

 

PBTA for the full year grew to £66.1 million (2013: £63.0 million; £60.2 million on a constant currency basis), with all four segments contributing to this growth, on a constant currency basis.  Margins in the businesses remained good.

 

The strength of sterling had a significant adverse effect on our consolidated profit growth.  This was offset by the contribution from acquisitions.  Adjusted basic earnings per share were 22.04 pence (2013: 20.22 pence; 19.32 pence on a constant currency basis).

 

PBT for the full year was £46.3 million (2013: £43.6 million; £41.9 million on a constant currency basis). 

 

At the segment level we focus on underlying profit; all segments grew on a constant currency basis; the contribution from each segment was:

 

 

Underlying Profit* (£m)

2014

2013

2013

(constant currency)





Energy

39.0

36.4

35.3





Built and Natural Environment:  Europe

21.3

19.2

18.8

:   North America

9.1

8.3

7.8





Australia Asia Pacific ("AAP")

9.6

10.0

9.0





Total

79.1

73.9

70.9

*As defined in note 2.

 

 

Our Energy activities are conducted on a worldwide basis.  In combination with our Built and Natural Environment ("BNE") business in North America and our Australia, Asia Pacific ("AAP") business, we now have over three quarters of our underlying profit generated outside the UK. Although this diversity exposes us to currency fluctuations, it enables the Group to deliver good results, even when confronted with challenging conditions.

 

Cash Flow, Funding and Dividend

 

Our cash flow in the year was good and our balance sheet remains strong.  Our year end net bank borrowings were £73.2m (2013: £32.4m) after paying out £17.4 million in dividends (2013: £15.0 million) and £64.7 million (2013: £46.7 million) in respect of initial and deferred payments for acquisitions, including acquired net debt.  Net bank borrowings include a £51.8 million loan from Pricoa, due for repayment in 2021.  We have a £125 million committed revolving credit facility with Lloyds available until July 2016 which had headroom of about £87 million at the year end. The Board intends to refinance the Lloyds facility during the course of the next few months, which is likely to involve an additional bank providing part of our total facilities.

 

The Board is recommending a final dividend of 4.42 pence per share payable on 22 May 2015 to shareholders on the register on 24 April 2015.  If approved, the total dividend for the full year would be 8.47 pence per share, an increase of 15% (2013: 7.36 pence per share).

 

We remain well positioned to continue funding the Group's growth strategy.

 

Markets and Trading

 

Energy

 

The Energy business continued to grow, with an improved result in the second half supported by acquisitions made in 2013, managing well the rapid decline in oil price and political unrest in the Middle East.  The strong margin was also maintained.

 

We provide internationally recognised consultancy services to the oil and gas sector from our main bases in the UK, USA and Canada.  These act as regional centres for projects undertaken in many other countries.  The Energy component of our AAP business, with offices in Perth, Singapore and Kuala Lumpur, provides an integral part of the service offering to our international oil and gas clients. Our range of clients and services and geographical diversity of our business provides opportunity for us throughout the investment cycle in this industry.

    

 

 


2014

 

2013

2013

(constant currency)

Fee income (£m)

205.1

186.9

180.7

Underlying profit* (£m)

39.0

36.4

35.3

Margin (%)

19.0

19.5

19.5

*As defined in note 2.  Reorganisation costs: 2014 £0.2m; 2013 £0.1m.

 

 

We continued to benefit from our excellent reputation and prominent position in the oil and gas sector in many parts of the world.  In particular, we experienced good demand for our consultancy advice, including transaction and asset valuation support.  During the second quarter some of our clients began to manage expenditure more tightly, particularly in their operational activities.  Against the background of a rapidly falling oil price, this trend continued through the second half.  Our trading was also affected by the political disruption in the Middle East, which caused clients to delay investment in Kurdistan/Iraq.  

 

Despite these adverse conditions our profit in the year grew.  This, in part, reflects the flexible nature of our business model which enables us to execute much of our operations support with experts recruited for specific assignments.  Our global reach enables us to support a wide range of long term clients, for whom we undertake many projects of varying scale.  We are not, in consequence, dependent on a small number of clients or projects.

 

Recent market conditions have been unusually volatile.  As a result, clients are likely, in the short term, to continue focusing on cost management; we are, therefore, reducing our cost base and concentrating on those parts of the market and projects likely to receive investment.   There are, however, already some signs of stabilisation. With the global economy set to grow substantially in coming years, we are well positioned in what continues to be an attractive, long term market. 

 

 

Built and Natural Environment (BNE)

 

Within this business we provide a wide range of consultancy services to many aspects of the property and infrastructure development and management sectors.  These include: environmental assessment, the management of water resources, due diligence, oceanography, health and safety, risk management, town and country planning, building, landscape and urban design, surveying and transport planning. It is split into two segments: Europe and North America.

 

 

BNE: Europe

 

This business performed well, with an improved margin, and was supported by two high quality acquisitions.  It also benefited from strong growth of our UK planning and development activities, which experienced significantly improved market conditions and client confidence.

 

 

 

 

2014

 

2013

 

2013

(constant currency)

Fee income (£m)

156.7

149.3

146.5

Underlying profit* (£m)

21.3

19.2

18.8

Margin (%)

13.6

12.8

12.9

*As defined in note 2.  Reorganisation costs: 2014 £0.3m; 2013 £0.5m.

 

 

Those of our activities exposed to operational environments, such as providing environmental management advice, continued to need to offer an efficient, cost effective service to assist clients manage tight budgets.  Even in these markets we secured good performances, particularly from our Dutch business and our UK businesses providing support to the nuclear and defence industries.

 

The acquisition of Clear Environmental Consultants (announced on 10 April) has extended the range of our UK water activities.  It will assist the strategic development of this business in 2015; this will be important at a time when we will be seeking to renew and win a significant number of contracts with the UK water utilities.  The acquisition of CgMs (announced on 11 August) has extended the range of our UK planning activities and will assist the strategic development of this fast growing business.   Both businesses have integrated well and should add materially to our result in 2015.

 

We anticipate this business should show further good growth this year. 

 

 

BNE: North America

 

This business delivered a good result and remains well positioned in attractive sectors of the expanding North American market.  It is primarily focussed on providing environmental management support to our clients and undertaking projects in the energy infrastructure market.

 

 


2014

 

2013

 

2013

(constant currency)

Fee income (£m)

41.3

32.7

30.9

Underlying profit* (£m)

9.1

8.3

7.8

Margin (%)

22.0

25.4

25.2

*As defined in note 2.  Reorganisation costs: 2014 £nil; 2013 £nil.

 

The acquisition of GaiaTech (announced on 20 May) was an important step in the development of this business, giving us access to new markets and geography particularly in relation to environmental due diligence, a high margin activity. It has integrated well and has already begun to make an important contribution. Those parts of the BNE business closest to oil and gas E&P activities experienced only modest expenditure tightening from clients.  Staff retention became difficult in the part of the business involved in permitting and licensing of industrial facilities.  This significantly reduced the anticipated performance.  The oceanography businesses performed well.

 

We announced on 13 February 2015 the acquisition of a leading water and transportation consultancy in Texas.  Klotz Associates Inc ("KAI") has 116 staff and is headquartered in Houston with other offices in the main cities of Texas.  In the year ended 31 December 2014 it had revenue of $26.2 million (£17.2 million), and profit before tax of $3.6 million (£2.4 million) adjusted for non-recurring items.  It was acquired for $24.1 million (£15.9 million) all payable in cash, of which $16.9 million (£11.1 million) was paid at closing, with the balance payable over two years.

 

Adding GaiaTech and KAI to our North American business gives us confidence about the performance in 2015.

 

 

Australia Asia Pacific ("AAP")

 

This business is a combination of the former BNE: AAP and the AAP component of Energy.  They were brought together in 2013 to take advantage of the opportunities in the integrated energy and energy infrastructure market; this has helped counter the significant impact of the severe slow down in investment in the resources sector in this region on our business during the year.  The acquisition of Point, (announced on 18 September), together with Whelans (announced on 27 February), both property consultants, enabled the business as a whole to grow its profit on a constant currency basis.

 

 


2014

 

2013

 

2013

(constant currency)

Fee income (£m)

103.6

127.2

114.0

Underlying profit* (£m)

9.6

10.0

9.0

Margin (%)

9.3

7.9

7.9

*As defined in note 2.  Reorganisation costs: 2014 £1.4m; 2013 £1.2m.

 

 

Throughout this year our mining and energy clients in AAP have remained focused on operational efficiency rather than capital expenditure on new project development. As a result a significant number of projects have been delayed or cancelled, with this trend continuing until the year end. We have, therefore, continued to reduce our cost base.  This is helping stabilise our performance ahead of market recovery. 

 

As we reposition the business we are benefiting from increased client investment in urban development and public sector infrastructure projects.  State funding in Queensland and Victoria has been slowed by recent changes of Government, but they remain attractive markets.  Our position in this sector, particularly in respect of Federal agencies, has been significantly reinforced with the acquisition of Point.

 

Overall we are expecting an improved performance in 2015.

 

 

Group Strategy and Prospects

 

RPS is well positioned in markets of importance to the global economy. Our strategy of building multi-disciplinary businesses in each of the regions in which we operate continues to be both attractive and successful. Despite currency headwinds and uncertainty across the resources sectors our flexible business model, diversity of operations and experienced management enabled us to deliver further growth in 2014.  We intend to develop organically, whilst continuing to seek further acquisition opportunities.  Our balance sheet is strong and supports this strategy.

 

The acquisitions made in 2014 have integrated extremely well and will make a significant contribution this year.  We have already built on this with the recent acquisition of KAI and expect further transactions during the course of the year. 

 

We believe our positioning and business model should deliver a successful outcome and further growth in the current year.

 

 

 

Board of Directors

RPS Group plc

26 February 2015

 

 

 

 

 

 

Consolidated income statement

 








Notes

year ended 31

 December


year ended 31

December



£000's


2014


2013










Revenue              

2

572,126


567,614



Recharged expenses            

2

(67,167)


(75,493)



Fee income               

2

504,959


492,121










Operating profit before amortisation of acquired intangibles and transaction related costs

2

70,244


65,305










Amortisation of acquired intangibles and transaction related costs

3

(19,842)


(19,425)



Operating profit                                                                                                                            


50,402


45,880










Finance costs                   

4

(4,242)


(2,430)



Finance income          

4

112


157










Profit before tax, amortisation of acquired intangibles and transaction related costs


66,114


63,032










Profit before tax


46,272


43,607










Tax expense         

5

(12,925)


(14,987)



 

Profit for the year attributable to equity

holders of the parent


 

33,347


 

28,620

















Basic earnings per share (pence)

6

15.20


13.11










Diluted earnings per share (pence)

6

15.12


13.05










Adjusted basic earnings per share (pence)

6

22.04


20.22










Adjusted diluted earnings per share (pence)

6

21.92


20.14


 

 

 

Consolidated statement of comprehensive income



year ended 31

December


year ended

31

 December


£000's

2014


2013






 

Profit for the year

33,347


28,620

 

Exchange differences*

(4,602)


(18,200)

 

Actuarial gains and losses on re-measurement of defined benefit pension liability

(601)


-

 

Tax on re-measurement of defined benefit pension liability

112


-

 

Total recognised comprehensive income for the year attributable to equity holders of the parent

 

28,256


 

10,420

 

* May be reclassified to profit or loss in accordance with IFRS




 

 

Consolidated balance sheet



as at

31 December


as at

31 December


£000's

Notes

2014


2013

Assets





Non-current assets:






Intangible assets


404,996


375,279


Property, plant and equipment


27,371


27,785


Deferred tax asset


4,043


2,018



436,410


405,082


Current assets:





Trade and other receivables


170,905


161,741


Cash at bank


17,521


18,699



188,426


180,440

Liabilities





   Current liabilities:





   Borrowings


542


1,465

   Deferred consideration

10

17,170


20,919

   Trade and other payables


101,825


103,260

   Corporation tax liabilities


2,213


3,058

   Provisions


1,206


2,134



122,956


130,836

   Net current assets


65,470


49,604

   Non-current liabilities:





   Borrowings


90,159


49,602

   Deferred consideration

10

9,540


14,923

   Other payables


2,734


2,471

   Deferred tax liability


12,874


13,645

   Provisions


1,896


2,007



117,203


82,648

   Net assets


384,677


372,038





Equity






Share capital            


6,640


6,619


Share premium                


110,100


108,307


Other reserves

7

11,551


17,652


Retained earnings


256,386


239,460


Total shareholders' equity


384,677


372,038

 

 

Consolidated cash flow statement



year

ended 31

December


year

ended 31

December

£000's

Notes

2014


2013






Adjusted cash generated from operations

8

70,772


72,030

Deferred consideration treated as remuneration


(3,635)


(7,714)

Cash generated from operations


67,137


64,316

Interest paid


(3,771)


(1,991)

Interest received


112


157

Income taxes paid


(19,503)


(19,829)

Net cash from operating activities


43,975


42,653






Cash flows from investing activities:





Purchases of subsidiaries net of cash acquired


(36,959)


(31,174)

Deferred consideration


(19,722)


(3,466)

Purchase of property, plant and equipment


(7,698)


(8,034)

Proceeds from sale of property, plant and equipment


471


523

Net cash used in investing activities


(63,908)


(42,151)






Cash flows from financing activities:





Proceeds from issue of share capital


1


555

Proceeds from bank borrowings


36,406


18,609

Payment of finance lease liabilities


(645)


(580)

Dividends paid


(17,379)


(15,034)

Payment of pre-acquisition dividend


-


(247)

Net cash used in financing activities


18,383


3,303






Net (decrease)/increase in cash and cash equivalents 


(1,550)


3,805






Cash and cash equivalents at beginning of year   


17,791


14,804

Effect of exchange rate fluctuations                   


805


(818)






Cash and cash equivalents at end of year          


17,046


17,791











Cash and cash equivalents comprise:





Cash at bank

8

17,521


18,699

Bank overdraft

8

(475)


(908)






Cash and cash equivalents at end of year          


17,046


17,791

 

 

 

Consolidated statement of changes in equity







 

£000's

Share

capital

Share

premium

Retained

earnings

Other

reserves

Total

equity

At 1 January 2013

6,587

106,198

224,959

36,070

373,814

Total comprehensive income

-

-

28,620

(18,200)

10,420

Issue of new ordinary shares

32

2,109

(1,370)

(218)

553

Share based payment expense

-

-

1,938

-

1,938

Tax recognised directly in equity

-

-

347

-

347

Dividends paid

-

-

(15,034)

-

(15,034)

At 31 December 2013

6,619

108,307

239,460

17,652

372,038

Total comprehensive income

-

-

32,858

(4,602)

28,256

Issue of new ordinary shares

21

1,793

(228)

(1,499)

87

Share based payment expense

-

-

2,027

-

2,027

Tax recognised directly in equity

-

-

(352)

-

(352)

Dividends paid

-

-

(17,379)

-

(17,379)

At 31 December 2014

6,640

110,100

256,386

11,551

384,677

 

An analysis of other reserves is provided in note 7.

 

 

 

Notes to the results

 

1.         Basis of preparation

 

The financial information attached has been extracted from the audited financial statements for the year ended 31st December 2014 and has been prepared under International Financial Reporting Standards (IFRS) adopted by the EU and IFRIC interpretations issued and effective at the time of preparing those financial statements.

 

During the year, the Group has applied IFRS10 "Consolidated Financial Statements", IFRS11 "Joint Arrangements", IFRS12 "Disclosure of Interests in Other Entities", IAS27 (as revised in 2011) "Separate Financial Statements".  IAS28 (as revised in 2011) "Investment in Associates and Joint Ventures", IFRS7 "Financial Instruments: Disclosure", IAS32 "Financial Instruments: Presentation" and IAS39 "Financial Instruments: Recognition and Measurement".  Their adoption has not had a material impact on the disclosure or amounts reported in these accounts.

 

2.         Business segments

 

The segment results for the year ended 31 December 2013 were restated following the transfer of a business into the BNE North America segment from the Energy segment, as noted in the Interim Management Statement issued on 1 May 2014.

 

The business segments of the Group are as follows:

 

Energy - the provision of integrated technical, commercial and project management support and training in the fields of geoscience, engineering and health, safety and environment, on a global basis to the energy sector.

 

Built and Natural Environment ("BNE") - consultancy services to many aspects of the property and infrastructure development and management sectors.  These include: environmental assessment, the management of water resources, oceanography, health and safety, risk management, town and country planning, building, landscape and urban design, surveying and transport planning.  Consulting services are provided on a regional basis in Europe and North America.

 

Australia Asia Pacific ("AAP") - in the AAP region there is a single board that manages the BNE and Energy services that we provide in that region.  Accordingly the results of this business are reported as a separate segment.

 

Certain central costs are not allocated to the segments because either they predominantly relate to the running of the Group head office function or could only be allocated to the segments on an arbitrary basis, such costs include the remuneration and support costs of the main board and the costs of the Group finance and marketing functions.  These costs are included in the category "unallocated expenses".

 

"Segment profit" is defined as profit before interest, tax, amortisation of acquired intangibles, transaction related costs and unallocated expenses.  "Underlying profit" is defined as segment profit before reorganisation costs. 

 

 

Segment results for the year ended 31 December 2014

 

 

£000's

 

           Fees

 

Expenses

Intersegment revenue

External revenue

Energy

205,055

29,492

(680)

233,867

BNE - Europe

156,737

21,735

(817)

177,655

BNE - North America

41,322

5,916

(639)

46,599

AAP

103,615

10,557

(167)

114,005

Group eliminations

(1,770)

(533)

2,303

-

Total

504,959

67,167

-

572,126

 

 

£000's

    Underlying

profit

Reorganisation costs

Segment

profit

Energy

38,973

(167)

38,806

BNE - Europe

21,328

(253)

21,075

BNE - North America

9,112

-

9,112

AAP

9,639

(1,419)

8,220

Total

79,052

(1,839)

77,213

 

 

Segment results for the year ended 31 December 2013 (restated)

 

 

£000's

 

           Fees

 

Expenses

Intersegment revenue

External revenue

Energy

186,915

33,224

(1,141)

218,998

BNE - Europe

149,292

20,171

(603)

168,860

BNE - North America

32,664

5,117

(1,111)

36,670

AAP

127,194

17,380

(1,488)

143,086

Group eliminations

(3,944)

(399)

4,343

-

Total

492,121

75,493

-

567,614

 

 

 

£000's

 

Underlying

profit

 

Reorganisation costs

 

Segment

profit

Energy

36,403

(78)

36,325

BNE - Europe

19,164

(487)

18,677

BNE - North America

8,287

-

8,287

AAP

10,020

(1,192)

8,828

Total

73,874

(1,757)

72,117

 

 

 

Group reconciliation

£000's

 

2014

 

2013

Revenue

572,126

567,614

Recharged expenses

(67,167)

(75,493)

Fees

504,959

492,121




Underlying profit

79,052

73,874

Reorganisation costs

(1,839)

(1,757)

Segment profit

77,213

72,117

Unallocated expenses

(6,969)

(6,812)

Operating profit before amortisation of acquired intangibles and transaction related costs

70,244

65,305

Amortisation of acquired intangibles and transaction related costs

(19,842)

(19,425)

Operating profit

50,402

45,880

Finance costs

(4,130)

(2,273)

Profit before tax

46,272

43,607

 

The table below shows revenue and fees to external customers based upon the country from which billing took place:


Revenue


Fees

£000's

2014

2013


2014

2013

UK

247,516

240,065


212,045

205,044

Australia

106,786

131,174


96,909

114,418

USA

91,783

86,135


83,987

77,594

Netherlands

31,600

33,076


27,190

28,204

Canada

31,413

31,733


26,922

27,728

Norway

30,082

4,720


29,543

4,569

Ireland

24,518

28,349


20,502

22,083

Other

8,428

12,362


7,861

12,481

Total

572,126

567,614


504,959

492,121

 

3.         Amortisation of acquired intangibles and transaction related costs

 

 

 

£000's

year ended

31 Dec

2014


year ended

31 Dec

2013





Amortisation of acquired intangibles

17,605


12,217

Contingent deferred consideration treated as remuneration

1,077


6,009

Transaction costs

1,160


1,199

Total

19,842


19,425

 

4.         Net financing costs

 

 

£000's

year ended

31 Dec

2014


year ended

31 Dec

2013

Finance costs:




Interest on loans, overdraft and finance leases

(3,107)


(1,593)

Interest on deferred consideration

(1,135)


(837)


(4,242)


(2,430)

Finance income:




Deposit interest receivable         

112


157

Net financing costs

(4,130)


(2,273)

 

5.         Income taxes

 

Analysis of the tax expense/(credit) in the income statement for the year:

 

 

 

£000's

year ended

31 Dec

2014


year ended

31 Dec

2013

Current tax:




   UK corporation tax

5,359


4,834

   Overseas tax

11,564


10,922

   Adjustments in respect of prior years

230


692


17,153


16,448

Deferred tax:




    Origination and reversal of timing differences

(3,276)


(514)

    Effect of change in tax rate

-


(490)

    Adjustments in respect of prior years

(952)


(457)


(4,228)


(1,461)





Tax expense for the year

12,925


14,987

 

 

Tax credit in other comprehensive income for the year

(112)

-




Tax charge/(credit) in equity for the year

352

(347)




The UK rate of corporate tax was reduced from 23% to 21% from 1st April 2014.  The UK tax

expense for the Group's UK companies is 21.5% (2013: 23.25%) representing the weighted

average annual corporate tax rate for the full financial year.  The actual tax expense for 2014 is

different from 21.5% (2013: 23.25%) of profit before tax for the reasons set out in the table below:




£000's

2014

2013

Profit before tax

46,272

43,607

Tax at the UK effective rate of 21.5% (2013: 23.25%)

9,948

10,139

Effect of overseas tax rates

3,534

3,432

Acquisition consideration treated as

remuneration not deductible for tax purposes

247

1,401

Expenses not deductible for tax purposes

673

403

Non taxable income

(755)

(133)

Effect of change in tax rates

-

(490)

Adjustments in respect of prior years

(722)

235

Total tax expense for the year

12,925

14,987

 

The effective tax rate for the year on profit before tax is 27.9% (2013: 34.4%).  The effective tax rate for the year on profit before tax, amortisation of acquired intangibles and transaction related costs is 26.9% (2013: 29.9%) as shown in the table below:

 

£000's

2014

2013

Total tax expense in Income Statement

12,925

14,987

Add back:



Tax on amortisation of acquired intangibles and transaction related costs

4,838

3,889

Adjusted tax charge on the profit for the year

17,763

18,876

PBTA

66,114

63,032

Adjusted effective tax rate

26.9%

29.9%




 

6.         Earnings per share     

 

The calculations of basic and diluted earnings per share were based on the profit attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding during the related period as shown in the table below:

 


year ended

31 Dec


year ended

31 Dec

£000's / 000's

2014


2013





Profit attributable to ordinary shareholders

33,347


28,620





Weighted average number of ordinary shares for the purposes of basic earnings per share

219,399


218,355

Effect of employee share schemes

1,135


909

Diluted weighted average number of ordinary shares

220,534


219,264





Basic earnings per share (pence)

15.20


13.11

Diluted earnings per share (pence)

15.12


13.05

 

The directors consider that earnings per share before amortisation of acquired intangibles and transaction related costs, provides a more meaningful measure of the Group's performance than statutory earnings per share. The calculations of adjusted earnings per share were based on the number of shares as above and are shown in the table below:

 

 

 

£000's

year ended

31 Dec

2014


year ended

31 Dec

2013





Profit attributable to ordinary shareholders

33,347


28,620

Amortisation of acquired intangibles and transaction related costs (note 3)

19,842


19,425

Tax on amortisation of acquired intangibles and

transaction related costs

(4,838)


(3,889)

Adjusted profit attributable to ordinary shareholders

48,351


44,156





Adjusted basic earnings per share (pence)

22.04


20.22

Adjusted diluted earnings per share (pence)

21.92


20.14

 

7.         Other reserves

 

 

£000's

Merger reserve

Employee trust

Translation reserve

 

Total






At 1 January 2013

21,256

(9,059)

23,873

36,070

Exchange differences

-

-

(18,200)

(18,200)

Issue of new shares

-

(218)

-

 (218)

At 31 December 2013

21,256

(9,277)

5,673

17,652

Exchange differences

-

-

(4,602)

(4,602)

Issue of new shares

-

(1,499)

-

(1,499)

At 31 December 2014

21,256

(10,776)

1,071

11,551

 

8.         Notes to the consolidated cash flow statement

 


year ended

31 Dec


year ended

31 Dec

£000's

2014


2013





Operating profit

50,402


45,880

Adjustments for:




   Depreciation

8,458


9,432

   Amortisation of acquired intangible assets

17,605


12,217

   Contingent consideration treated as remuneration

1,077


6,009

   Share based payment expense

2,027


1,938

   Profit on sale of property, plant and equipment

(249)


(241)

 

79,320


75,235

Decrease in trade and other receivables

2,956


8,838

Decrease in trade and other payables

(11,504)


(12,043)

Adjusted cash generated from operations

70,772


72,030

 

Adjusted cash generated from operations is before payment of deferred consideration treated as remuneration.

 

The table below provides an analysis of net borrowings, comprising cash and cash equivalents, interest bearing bank loans and finance leases, during the year ended 31 December 2014:

 

 

£000's

At 31 Dec

2013

Cash flow

Acquisitions

 

Foreign exchange

At 31 Dec

2014







Cash at bank

18,699

(8,944)

6,985

781

17,521

Overdrafts

(908)

409

-

24

(475)

Cash and cash

equivalents

17,791

(8,535)

6,985

805

17,046

Bank loans

(49,637)

(36,406)

(4,003)

(30)

(90,076)

Finance lease creditor

(522)

645

(271)

(2)

(150)

Net borrowings

(32,368)

(44,296)

2,711

773

(73,180)

 

 

The cash balance at 31 December 2014 includes £4,139,000 (2013: £6,028,000) that is restricted in its use, either as security or client deposits.

 

9.         Acquisitions

 

During 2014 the Group completed six acquisitions.  Each of these broadens and strengthens the services the Group offers.

 

 

 

 Entity acquired

 

Date of acquisition

 

Place of incorporation

Percentage of entity acquired

 

Nature of business acquired

Whelans Corporation Pty Ltd

5/2/14

Australia

100%

Surveying

  Clear Environmental Consultants Ltd

9/4/14

UK

100%

Water consultancy

  GaiaTech Holdings Inc

15/5/14

USA

100%

Environmental consultancy

  CgMs Holdings Ltd

8/8/14

UK

100%

Project management

  Delphi AS

19/8/14

Norway

100%

Oil and gas consultancy

  Point Project Management Pty Ltd

17/9/14

Australia

100%

Project management

 

The Group has allocated provisional fair values to the net assets of these acquisitions as it did not have complete information at the balance sheet date.  Detail of the carrying values of the acquired net assets, the provisional fair values assigned to them by the Group, the fair value of consideration and the resulting goodwill are as follows:

 

 

  £000

Whelans

Clear

GaiaTech

CgMs

Delphi

Point

Total

Intangible assets:








    Order book

142

480

143

580

-

2,987

4,332

    Customer relations

186

2,660

4,477

3,210

-

4,793

15,326

    Trade names

104

200

327

560

-

513

1,704

  PPE

365

274

411

224

-

210

1,484

  Cash

396

1,943

1,702

1,913

226

805

6,985

  Other assets

1,264

1,221

5,431

4,653

930

3,521

17,020

  Borrowings

(124)

-

(4,003)

(147)

-

-

(4,274)

  Other liabilities

(1,044)

(2,021)

(1,681)

(5,839)

(915)

(5,577)

(17,077)

  Net assets acquired

1,289

4,757

6,807

5,154

241

7,252

25,500









  Satisfied by:








  Initial cash consideration

1,443

6,841

17,894

7,000

384

10,382

43,944

  Contingent cash consideration

-

1,156

-

-

-

-

1,156

  Fair value of deferred consideration

619

-

-

5,777

358

6,369

13,123

  Total consideration

2,062

7,997

17,894

12,777

742

16,751

58,223









  Goodwill

773

3,240

11,087

7,623

501

9,499

32,723

 

 

The consideration payable in future for Clear is contingent upon renewal of a key contract.  The payment made will be in the range of £nil to £1,500,000 and the fair value has been determined by estimating the likelihood of payment.

 

Goodwill arising represents the value of the workforce acquired, potential synergies, future contracts and access to new markets.  There is no tax deductible goodwill.

 

The total fair value of receivables acquired was £10,600,000.  The breakdown between gross receivables and amounts estimated irrecoverable was as follows:

 

 

 

  £000s

Gross receivables

Estimated irrecoverable

Fair value of assets acquired

Whelans

1,055

(26)

1,029

  Clear

1,047

(7)

1,040

  GaiaTech

1,824

(71)

1,753

  CgMs

4,577

(110)

4,467

  Delphi

459

-

459

  Point

1,852

-

1,852


10,814

(214)

10,600

 

The vendors of the acquired companies have entered into warranty agreements with the Group.  The total undiscounted cash flow that could be receivable by the Group is between £nil and £14,372,000.  The Group does not expect that these warranties will become receivable and therefore has not recognised an indemnification asset on acquisition.

 

The Group incurred acquisition related costs of £1,160,000 which have been expensed through the income statement and are included within amortisation of acquired intangibles and transaction related expenses.

 

The contribution of the acquisitions to the Group's results for the year is given below.

 

 

 £000s

Segment

Revenue

Operating Profit

 Whelans

AAP

3,861

407

 Clear

BNE: Europe

4,158

423

 GaiaTech

BNE: NA

7,574

1,224

 CgMs

BNE: Europe

8,109

173

 Delphi

Energy

2,347

13

 Point

AAP

5,496

449



31,545

2,689

 

The proforma Group revenue and operating profit assuming that all of the acquisitions had been completed on the first day of the year would have been £609,995,000 and £52,989,000 respectively.

 

A reconciliation of the goodwill movement in 2014 in respect of acquisitions made in 2013 and 2014 is given in the table below.

 

  £000s

Goodwill at

1/1/14

Additions through acquisition

Adjustments to prior year estimates

Foreign exchange movement

Goodwill at 31/12/14

PIECE

3,007

-

-

(78)

2,929

  KR

1,399

-

9

88

1,496

  APASA

1,955

-

-

(57)

1,898

  HMA

6,997

-

(42)

(174)

6,781

  Ichron

5,538

-

-

-

5,538

  OEC

17,273

-

(10)

(2,425)

14,838

  Whelans

-

773

-

(32)

741

  Clear

-

3,240

-

-

3,240

  GaiaTech

-

11,087

-

888

11,975

  CgMs

-

7,623

-

-

7,623

  Delphi

-

501

-

(62)

439

  Point

-

9,499

-

(553)

8,946

 

There were no accumulated impairment losses at the beginning or end of the period.

 

No negative goodwill was recognised in 2013 or 2014.

 

10.       Deferred consideration

 

 

 

£000's

As at 31 December 2014

As at 31 December 2013

Amount due within one year

17,170

20,919

Amount due between one and two years

9,540

14,923

Total deferred consideration

26,710

35,842

 

The amount due within one year as at 31 December 2013 included contingent deferred consideration remuneration expense accrued, but not paid, totalling £2,457,000.  There is no outstanding contingent deferred consideration remuneration accrual at 31 December 2014.

 

11.  Events after the balance sheet date

 

On 12 February 2015 the Group acquired the entire issued share capital of Klotz Associates Inc, a Texas-based consultancy providing engineering, planning and environmental services, for a maximum consideration of US$24.1 million (£15.9 million) payable entirely in cash.  Cash paid at completion was US$16.9 million (£11.1 million) and two further sums of US$4.8 million (£3.2 million) and US$2.4 million (£1.6 million) will be paid to the vendors on the first and second anniversaries of completion.

 

In the year to 31 December 2014, KAI had revenues of US$26.2 million (£17.2 million) and PBT of US$3.6 million (£2.4 million) after adjustment for non-recurring items.

 

Due to the proximity of the acquisition date to the date of approval of the Report and Accounts, it is impracticable to provide further information.

 

12.       

 

The financial information set out above does not constitute the Company's full statutory accounts for the year ended 31 December 2014 for the purposes of section 435 of the Companies Act 2006, but it is derived from those accounts. The auditors have reported on those accounts; their report was unqualified, did not draw attention to any matters by way of emphasis without qualifying their report and did not contain statements under s498(2) or (3) Companies Act 2006.  Statutory accounts for 2013 have been delivered to the Registrar of Companies.  The auditors have reported on those accounts; their report was unqualified and did not include an emphasis of matter statement. The auditor's report did not contain statements under the Companies Act 2006, s498 (2) or (3).

 

13.       

 

This announcement has been posted on the Company's website at www.rpsgroup.com.  It is expected that the annual report and accounts will be posted to shareholders on or before 27 March 2015 and a copy will be posted on the Company's website at that time.  Further copies may be obtained after that date from the Company Secretary, RPS Group plc, 20 Western Avenue, Milton Park, Abingdon, Oxfordshire OX14 4SH.

 

14.       

 

The Group has a well-established and embedded system of internal control and risk management that is designed to safeguard shareholders' investment as well as the Group's personnel, assets and reputation.  The principal risks and uncertainties for the Group are described in the Group's Report and Accounts.  These risks include the continuing uncertainty in global economic outlook which inevitably increases the risks to which the Group is exposed, a material adverse occurrence preventing

the business from operating, the failure to recruit and retain employees of appropriate calibre, reputational risk if our project delivery performance falls short of expectations, failure to comply with legislation or regulation, failure to integrate acquisitions, failure to replace bank facilities and risks related to health, safety and the environment.

 

 

Responsibility statement of the Directors in respect of the Report and Accounts 2014

 

The Directors confirm that to the best of their knowledge:

 

-       the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole;

 

-       the Strategic report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face and;

 

-       the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's performance, business model and strategy.

 


This information is provided by RNS
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