James Fisher and Sons Regulatory News (FSJ)

RNS Number : 6189I

Fisher (James) & Sons PLC

16 March 2010

 

 

 

16 March 2010

 

James Fisher and Sons plc (James Fisher)

 

Full Year Results 2009

 

James Fisher, the UK marine services provider, announces results for the Full Year 2009.

 

	2009	2008	% change
Group revenue	£249.6m	£233.6m	+7%
Profit before tax	£24.7m	£23.6m	+5%
Basic earnings per share	37.14p	36.92p	+1%
Adjusted basic earnings per share*	37.17p	35.53p	+5%
Total dividend per share	13.60p	13.01p	+5%

* before vessel disposals (see Note 6)

 

Highlights

 

·; Group revenue and profit before tax up year on year, despite significantly challenging markets

 

·; Strong organic growth in the Specialist Technical and margins up to 15%

 

·; Resilient performance from Offshore Oil with margins steady at 26%

 

·; Singapore Submarine Rescue Service has been operational since May 2009

 

·; Volumes and rates both impacted Marine Oil results, strong management response

 

·; Final dividend increased by 2%

 

Commenting on the results, Chairman, Tim Harris, said:

 

"James Fisher produced a robust performance in 2009 despite an economic environment which was significantly more challenging than for many years. The Company has transformed itself over recent years and now has Marine Service divisions which are self sufficient and able to stand alone without the need for support from the strong cash flows provided by the Marine Oil division.

 

"Trading so far in 2010 has been to management expectations which for Marine Oil were based on our experience in the second half of 2009. It is difficult to predict the timing of an improvement in Marine Oil's results other than that it is likely to be related to a general increase in global economic activity when that occurs. Our Marine Service divisions, which are recognised as the core of James Fisher's marine service identity, continue to be well placed to provide further growth and value for our shareholders."

 

For further information:

 

James Fisher and Sons plc	Tim Harris Nick Henry Michael Shields	Chairman Chief Executive Officer Group Finance Director	020 7614 9508
Financial Dynamics	Richard Mountain Sophie Kernon		020 7269 7121

 

  

Chairman's Statement

 

Introduction

 

James Fisher and Sons plc produced a robust performance in 2009 despite an economic environment which was significantly more challenging than for many years. Group revenue was £249.6 million (+7%) and pre tax profits grew 5% to £24.7 million against £23.6 million in 2008. In brief, strong organic growth outside the UK by the Specialist Technical division and lower borrowing costs more than offset the effects of the recession in the UK, which saw the Marine Oil division make a loss of £1.6 million during the year. Earnings per share were only slightly improved year on year as the Marine Oil loss could not be offset against mainstream corporation tax because of the special tonnage tax regime for shipping. The final dividend for 2009 has been set at 8.80p per share giving a total dividend for the year of 13.60p - up 5% year on year.

 

Strategy

 

The Company's consistent strategy since 2002 has been to build up the Company's Marine Service divisions (Offshore, Specialist Technical and Defence) both by acquisition and organic growth, by using the strong cash flow from the Marine Oil division. This has proved successful both in terms of the growing recognition of James Fisher as the UK's leading marine service company and the strong and consistent record of profit growth. During 2009 this strategic model has been significantly stress tested for the first time in adverse circumstances, in that the cash flow for the Marine Oil division has been much reduced although still positive taking depreciation into account. Analysis of the Company's 2009 performance and particularly its cash flow, confirms that the Marine Service divisions have now grown sufficiently to stand on their own feet without the need for the cash flow generated by the Marine Oil division to fund investment and growth. In short, the recession has confirmed that James Fisher has been transformed into the fully fledged, self sufficient marine service company it set out to become in 2002.

 

Offshore Oil

2009 divisional result £12.5 million (2008 £12.7 million)

 

The result for this division was consistent with the performance of 2008, with revenue of £48.2 million (2008 £48.3 million) and a margin of 26.0% (2008 26.3%). Norway performed well and we experienced good growth from our operations in Asia and Africa. These factors offset a quieter outturn from the UK sector of the North Sea. The stability of Offshore Oil's performance confirmed the benefits associated with this division's product offering, which is broadly based by geography and by market sector with a focus on niche activities in maintenance and production as well as exploration, which provided some stability and protection against commoditised pricing.

 

The capital employed by this division increased significantly during the year primarily because we are investing approximately £16 million in new, freehold premises in Stavanger which will be ready for occupation in the first half of 2010. Property values have now largely recovered in Norway which should enable us to sell and lease back the property at a satisfactory price.

 

We continue to enjoy a number of distinct market niches in the offshore market which have demonstrated their resilience in the downturn. It is our intention to continue to invest to support the growth of these businesses in the global offshore market both by providing more capital and by acquisitions where appropriate.

 

Specialist Technical

2009 divisional result £16.0 million (2008 £9.6 million)

 

The excellent performance of the first half of 2009 continued in the second and produced an outstanding full year result for the division, with revenue up 37% to £103.4 million (2008 £75.3 million), strongly improved margins of 15.5% (2008 12.8%) and a return on capital employed of 22.8% (2008 16.9%). Strong organic growth by the FenderCare cluster and the growth and achievement of group performance criteria by the nuclear cluster produced the result.

 

FenderCare, which is headquartered near Norwich, provides a worldwide service based on the application of marine fenders and mooring systems. In recent years it has developed regional offices in Sharjah, Singapore, Lagos and Macae, Brazil, which have enabled it to gain an increasing share of the marine market in the developing world where growth is strong and the competition less mature. FenderCare is also the world leading company in the provision of ship-to-ship oil transfer services which it operates from over twenty bases around the world from Korea in the East to Gibraltar, Malta and Cyprus in the Mediterranean. The key to its outstanding growth is that it is well positioned globally to take advantage of the fastest growing markets, with a marine service product range whose efficiency is recognised by a very wide range of blue chip customers.

 

This division's strong result was also due to the growth and success of the James Fisher Nuclear (JFN) group of companies which is focused primarily on nuclear decommissioning and the provision of inspection and measurement services. During the year we purchased M B Faber Limited, based in Leyland, Lancashire, which provides specialist design and engineering services. This acquisition will now cost us £4.0 million, not the £5.25 million reported in the half year accounts, due to the £1.25 million earn out (payable based on the 2009 result) not being achieved because a fixed price contract entered into in 2008 overran on cost. Overall the acquisition has integrated well with our other nuclear activities and this one adverse contractual experience, from which we were well protected under the structure of the acquisition agreement, should not represent any check on the strategic fit or opportunity that Faber gives us to increase our profitability.

 

The Strainstall cluster, whose key skill is the design, production and application of strain and similar gauges, had a mixed year. Its operating companies, whose main role is the provision of diagnostic equipment measuring the stress on infrastructure assets such as bridges, enjoyed a strong year reflecting the growing role of strain measurement in preventative maintenance. Conversely and unsurprisingly, its construction related activities in Dubai and elsewhere were well down on 2008.

 

The Specialist Technical division has some of the best growth opportunities in the Group which we are supporting both with increased capital spend to develop organic growth and through "bolt on" acquisitions. To give three examples - in January 2010 we announced the purchase of the Australian Commercial Marine Pty Ltd (ACM), a Fremantle based provider of marine equipment, for £3.0 million to provide FenderCare with an Australian bridgehead through which to expand its operations in the Asia Pacific region. Similarly, we are in the process of constructing two new specialist facilities for JFN, a nuclear calibration facility at Deeside and a new righall at Egremont for the design and testing of specialist equipment prior to its installation on the Sellafield site itself. The total capital cost of these two projects is £3.0 million.

 

Defence

2009 divisional result £3.7 million (2008 £4.5 million)

 

The divisional result was down on last year primarily owing to the delays, which were reported at the half year, in the financing of the Singapore Submarine Rescue Service with the Singapore based DBS Bank Ltd. However, we have now received all due payment for both the capital asset sale and service income. The rescue service has been operational since May 2009.

 

The new service for the Royal Australian Navy, using the former Royal Navy equipment which we own, has now been fully localised and we are undertaking regular mobilisation and operational training exercises off the coast of Western Australia. The successful introduction of a number of new systems over the last eighteen months has continued to attract a good deal of interest from around the world and we are spending significant sums on business development and sales. Under international accounting standards all such expenditure is written off until preferential bidder status is achieved, which inevitably makes year on year profit comparison invidious until a sufficient body of service work has been achieved to provide a degree of "ballast" to even out the results. Just such "ballast" has come from our surface ship activities which have produced a regular income stream without any new major contract gains in 2009.

 

Marine Oil

2009 divisional result loss £1.6 million (2008 profit £5.4 million)

 

This disappointing result was the consequence of two main adverse factors, previously highlighted, both of which commenced in the second quarter of 2009 and have continued to date. The first is a sharp drop in the UK contract cargoes of around 15% that we have carried for our oil major customers which has meant that our exposure to the spot market has increased from around 20% of our fleet to 30%. The second has been a concomitant drop in spot rates by some 24% - 40% from their 2008 levels owing to the excess of European tonnage available, which has become open because of similar weakness in the other North European economies.

 

In short, the economic downturn has been sufficiently severe, impacting both UK and global GDP, that this division's market has behaved more like a traditional shipping market with volumes and rates falling together as overcapacity has developed. This has not happened in the UK's coastal tanker market in the remembered past because of the specialist nature of the service provided.

 

Our response to this downturn in demand was to reduce our fixed cost base by allowing the bareboat charter for mv Rudderman (6,400 tonnes) to expire in July 2009 and by laying up three other small vessels at the same time. One of these vessels was returned to service in February 2010 and it is anticipated that the remaining two will do likewise no later than when the bareboat charters for mv Summity (3,500 tonnes) and mv Stability (3,500 tonnes) expire in September 2010. It has not been possible to reduce the exposure further by selling vessels because, for the last eighteen months, there has been no active market for such vessels except at distressed prices.

 

After the precipitous drop in volumes and spot rates in the second quarter both levelled out for the remainder of the year. There has been a slight improvement in 2010 to date in contract volumes but not spot rates. Shipping markets are cyclical and some improvement can be anticipated with an increase in the general level of economic activity. Realistically we have no better insight as to when this will happen than any informed financial observer.

 

Finance

 

The Group's year end gearing at 93% (2008 96%) compares to 108% at the half year reflecting receipt from the Singapore contract. In 2009, the Company benefited from lower interest rates and close relationships with its banks which enabled it to renew its facilities on competitive terms. However, it would be unrealistic to expect interest rates to remain at 2009's exceptionally low levels and there will be some increase in 2010. A relatively strong US dollar will have some positive effect on the Group's 2010 performance, as increasingly its global revenues are expressed in that currency while much of its cost base is in pound sterling, although Marine Oil's bareboat charters are in US dollars or Euros. Overall, a strong US dollar is a positive feature.

 

Directors and Employees

 

2009 has been a more challenging year than for some time owing to the economic downturn and the Company has benefited from a stable board and senior divisional management team. I would like to thank them and all employees for their contribution, hard work and understanding during a difficult year.

 

As with the majority of private sector companies, there has been no general pay increase for employees this year. More particularly the pay for both executive and non executive directors has been held at last year's levels. Furthermore, the directors' bonuses payable for 2009 are some 68% less in total than for 2008 as the financial targets set for bonus purposes were not met.

 

An adverse consequence of the economic downturn has been a further deterioration in the historic pension fund deficits reported in the balance sheet. During 2009 the deterioration in the Company's own schemes, which are all closed, amounted to £4.9 million producing an overall deficit of £14.2 million at 31 December 2009. It is also relevant that the trustees of the UK industry wide scheme, the Merchant Navy Officer Pension Fund (MNOPF), are in the process of conducting a triennial valuation of their scheme's deficit. It is not possible to estimate reliably the amount of the obligation, although it may significantly increase our commitment possibly by an amount similar to the current liability.

 

Summary and Outlook

 

2009 was a challenging year and one which confirmed that James Fisher now has Marine Service divisions which are self sufficient and able to stand alone without the need for support from the strong cash flows provided by the Marine Oil division.

 

The outlook for the Group can be summarised as follows:

 

·; Offshore Oil - this division has shown considerable resilience over the last eighteen months with steady profits and margins. It is hoped that in 2010 increasing strength in Norway and the new oil regions, in which we have been investing, will enable the division to start to reproduce the growth of previous years.

 

·; Specialist Technical - 2009 was an exceptional year confirming that the three clusters comprising this division - FenderCare, Strainstall and James Fisher Nuclear, all enjoy strong niche positions in growing markets. This should enable further good performance in 2010 although it would be unrealistic to expect the same levels of growth to be achieved as in 2009.

 

·; Defence - progress was made in widening the profit base of this division despite the issues which caused it to produce a lower profit than in 2008. Success in obtaining new submarine related contracts will determine its performance in 2010, although the division's scale is not such at present to have a determining effect on the Group's overall result.

 

·; Marine Oil - recovery, when it comes as explained earlier, is only likely to start when there is an increase in global economic activity. Realistically the upswing itself may be slightly "sticky" because the scale of the downswing has inevitably interrupted previously established trading patterns, including what long-term customers believe the "right" price to be.

 

As regards Marine Oil's future strategic role, the Company's reduced reliance on it as the cash cow to support the growth of the Marine Service divisions means that it can be assessed strictly on its merits as a tax free profit earner and cash generator.

 

Trading so far in 2010 has been to management expectations which for Marine Oil were based on our experience in the second half of 2009. It is difficult to predict the timing of an improvement in Marine Oil's results other than that it is likely to be related to a general increase in global economic activity when that occurs. Our Marine Service divisions, which are recognised as the core of James Fisher's marine service identity, continue to be well placed to provide further growth and value for our shareholders.

Responsibility Statement of the Directors in respect of the Annual Financial Report

 

We confirm that to the best of our knowledge:

 

- the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Company and the undertakings included in the consolidation taken as a whole; and

- the Report of the Directors, Chairman's statement and Review of operations include 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 they face

T.C. Harris

Chairman

 

M.J.Shields

Group Finance Director

 

On behalf of the Board of Directors

CONSOLIDATED INCOME STATEMENT

For the year ended 31 December 2009

 

						Restated
						Note 9
		Notes	Year ended		Year ended
			31 December 2009		31 December 2008
				£000		£000
Group revenue		3		249,594		233,578
Cost of sales				(218,497)		(199,718)
Gross profit				31,097		33,860
Administrative expenses				(7,380)		(6,943)
Profit from operations				23,717		26,917
Finance costs
	Finance income			228		412
	Finance costs			(3,386)		(6,309)
				(3,158)		(5,897)
Share of post tax results of associates and joint ventures				4,183		2,547
Profit before tonnage and income tax		2		24,742		23,567
Tonnage tax				(25)		(29)
Income tax		5		(6,293)		(5,248)
Total tonnage and income tax				(6,318)		(5,277)
Profit for the year				18,424		18,290
Profit attributable to :
Equity holders of the parent				18,424		18,264
Minority interests				-		26
				18,424		18,290
Earnings per share
				pence		pence
Basic EPS on profit from total operations		6		37.14		36.92
Diluted EPS on profit from total operations		6		37.00		36.73

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2009

 

					Restated
					Note 9
	Notes		Year ended		Year ended
		31 December 2009		31 December 2008
			£000		£000
Profit for the period			18,424		18,290
Other comprehensive income
Exchange differences on translation of foreign operations			1,275		4,906
Net loss on hedge of net investment in foreign operations			(1,283)		(1,070)
Exchange gains transferred to income statement on disposal of subsidiary assets			(195)		-
Effective portion of changes in fair value of cash flow hedges			(60)		(4,420)
Effective portion of changes in fair value of cash flow hedges in associates and joint ventures			730		(1,453)
Net changes in fair value of cash flow hedges transferred to profit or loss			4,624		5
Defined benefit plan actuarial losses			(5,839)		(2,054)
Income tax on comprehensive income	5		455		(755)
Other comprehensive income for the period, net of income tax			(293)		(4,841)
Total comprehensive income for the period			18,131		13,449
Attributable to:
Equity holders of the parent			18,131		13,423
Minority interests			-		26
			18,131		13,449

 

 

 

CONSOLIDATED BALANCE SHEET

As at 31 December 2009

 

					Restated		Restated
					Note 9		Note 9
	Notes	31 December 2009		31 December 2008		31 December 2007
			£000		£000		£000
Assets
Non current assets
Goodwill			73,141		69,993		67,190
Other intangible assets			297		76		76
Property, plant and equipment			111,086		102,018		92,311
Investment in associates and joint ventures			8,978		4,547		4,217
Available for sale financial assets			1,370		1,370		1,370
			194,872		178,004		165,164
Current assets
Inventories			28,441		21,965		18,471
Trade and other receivables			50,760		62,395		39,823
Derivative financial instruments			170		-		-
Cash and short term deposits			20,563		16,859		13,221
Assets classified as held for sale	4		1,375		-		1,172
			101,309		101,219		72,687
Total Assets			296,181		279,223		237,851
Equity and Liabilities
Capital and reserves
Called up share capital			12,456		12,438		12,428
Share premium			24,576		24,432		24,338
Treasury shares			(768)		(1,036)		(1,134)
Other reserves			3,937		(1,154)		878
Retained earnings			66,877		60,370		50,471
Shareholders' Equity			107,078		95,050		86,981
Minority interests			-		-		128
Total equity			107,078		95,050		87,109
Non current liabilities
Other payables			934		1,248		2,012
Retirement benefit obligations	8		22,361		18,648		19,683
Derivative financial instruments			-		-		188
Cumulative preference shares			100		100		100
Loans and borrowings			109,490		89,315		83,628
Deferred tax liabilities			1,147		1,405		843
			134,032		110,716		106,454
Current liabilities
Trade and other payables			39,640		45,440		34,907
Current tax			4,706		4,465		1,940
Derivative financial instruments			230		4,603		-
Loans and borrowings			10,495		18,949		7,441
			55,071		73,457		44,288
Total liabilities			189,103		184,173		150,742
Total equity and liabilities			296,181		279,223		237,851

CONSOLIDATED CASH FLOW STATEMENT

For the year ended 31 December 2009

 

					Restated
					Note 9
		31 December 2009		31 December 2008
			£000		£000
Group profit before tax from continuing operations			24,742		23,567
Adjustments to reconcile Group profit before tax to net cash flows
Adjustments for:
Depreciation and amortisation			10,149		9,431
Loss/(profit) on sale of property, plant and equipment			388		(499)
Profit on disposal of trade and assets of subsidiary			(160)		-
Impairment of non - current assets			-		107
Loss/(profit) on ship disposals			14		(685)
Finance income			(228)		(412)
Finance costs			3,386		6,309
Exchange (gain)/loss on loans			(150)		1,152
Share of post tax results of associates and joint ventures			(4,183)		(2,547)
Increase in trade and other receivables			(1,695)		(8,530)
Increase in inventories			(7,318)		(8,367)
Decrease/(increase) in inventories and other receivables attributable to submarine rescue vessels			14,044		(10,618)
(Decrease)/increase in trade and other payables			(6,474)		11,728
Additional defined benefit pension scheme contributions			(3,069)		(3,081)
Share based compensation			438		662
Cash generated from operations			29,884		18,217
Income tax payments			(5,655)		(3,522)
Cash flow from operating activities			24,229		14,695
Investing activities
Dividends from associates and joint venture undertakings			2,286		1,200
Proceeds from the sale of property, plant and equipment			531		4,681
Proceeds from the sale of trade and assets of subsidiary net of cash disposed of			1,040		-
Finance income			228		411
Acquisition of subsidiaries, net of cash acquired			(4,540)		(5,487)
Acquisition of property, plant and equipment			(13,891)		(12,382)
Acquisition of Norway property			(5,223)		(4,670)
Acquisition of investment in associates and joint ventures			(2,102)		(9)
Cash flows used in investing activities			(21,671)		(16,256)
Financing activities
Proceeds from the issue of share capital			162		104
Preference dividend paid			(4)		(3)
Finance costs			(3,542)		(6,818)
Proceeds from other non-current borrowings			38,840		30,859
Purchase less sales of own shares by ESOP			(31)		(164)
Capital element of finance lease repayments			(69)		(65)
Repayment of borrowings			(26,717)		(14,828)
Dividends paid			(6,673)		(5,879)
Cash flows from financing activities			1,966		3,206
Net increase in cash and cash equivalents			4,524		1,645
Cash and cash equivalents at 1 January 2009			16,859		13,221
Net foreign exchange difference			(820)		1,993
Cash and cash equivalents at 31 December 2009			20,563		16,859

 

 

CONSOLIDATED STATEMENT OF MOVEMENTS IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2009

 

For the year ended 31 December 2009
	Capital						Attributable to equity holders of parent
	Share		Share			Retained		Other		Treasury			Total	Minority			Total
	capital	premium				earnings		reserves			shares	shareholders		interests			equity
													equity
	£000		£000				£000		£000		£000		£000		£000		£000
At 1 January 2009 (restated)	12,438		24,432				60,370		(1,154)		(1,036)		95,050		-		95,050
Profit for the period	-		-				18,424		-		-		18,424		-		18,424
Other comprehensive income for the period	-		-				(5,384)		5,091		-		(293)		-		(293)
Contributions by and distributions to owners
Ordinary dividends paid	-		-				(6,672)		-		-		(6,672)		-		(6,672)
																	-
Share-based compensation expense	-		-				438		-		-		438		-		438
Arising on the issue of shares	18		144				-		-		-		162		-		162
Purchase of shares	-		-				-		-		(31)		(31)		-		(31)
	18		144				(6,234)		-		(31)		(6,103)		-		(6,103)
Transfer on disposal of shares	-		-				(299)		-		299		-		-		-
At 31 December 2009	12,456		24,576				66,877		3,937		(768)		107,078		-		107,078
For the year ended 31 December 2008
	Capital						Attributable to equity holders of parent
	Share		Share			Retained		Other		Treasury			Total	Minority			Total
	Capital	premium				earnings		reserves			shares	shareholders		interests			equity
													equity
	£000		£000				£000		£000		£000		£000		£000		£000
At 1 January 2008	12,428		24,338				57,395		878		(1,134)		93,905		128		94,033
Changes in accounting policy (Note 9)	-		-				(6,924)		-		-		(6,924)		-		(6,924)
Restated balance at 1 January 2008	12,428		24,338				50,471		878		(1,134)		86,981		128		87,109
Profit for the period	-		-				18,264		-		-		18,264		26		18,290
Other comprehensive income for the period	-		-				(2,809)		(2,032)		-		(4,841)		-		(4,841)
Contributions by and distributions to owners
Ordinary dividends paid	-		-				(5,879)		-		-		(5,879)		-		(5,879)
Acquisition of minority interest	-		-				-		-		-		-		(154)		(154)
Share-based compensation expense	-		-				662		-		-		662		-		662
Tax effect of share based compensation expense	-		-				(77)		-		-		(77)		-		(77)
Arising on the issue of shares	10		94				-		-		-		104		-		104
Purchase of shares	-		-				-		-		(164)		(164)		-		(164)
	10		94				(5,294)		-		(164)		(5,354)		(154)		(5,508)
Transfer on disposal of shares	-		-				(262)		-		262		-		-		-
At 31 December 2008	12,438		24,432				60,370		(1,154)		(1,036)		95,050		-		95,050
Other reserve movements
Other reserves								Translation		Hedging			Total
								reserve			reserve
									£000		£000		£000
At 1 January 2008									1,264		(386)		878
Other comprehensive income for the period									3,836		(5,868)		(2,032)
At 31 December 2008									5,100		(6,254)		(1,154)
Other comprehensive income for the period									(203)		5,294		5,091
At 31 December 2009									4,897		(960)		3,937

NOTES TO THE PRELIMINARY RESULTS

 

1. General information

 

Basis of preparation of group accounts

 

In accordance with EU law (IAS Regulation EC 1606/2002), the preliminary results have been prepared in accordance with International Financial Reporting Standards (IFRS) adopted for use in the EU as at 31 December 2009 (adopted IFRS), International Financial Reporting Interpretations Committee (IFRIC) interpretations and those part of the Companies Act 2006 applicable to companies reporting under IFRS.

 

The accounting policies are consistent with those presented in the annual report for 2008 with the exception of the new policies given below.

 

In the current financial year the following new statements have been adopted for the first time;

 

IFRS 8 Operating Segments

Improvements in IFRS

IFRIC 14 IAS 19 The Limit on defined benefit assets, minimum funding requirements and their interaction.

 

Amendments to existing standards

 

IAS 1 Presentation of financial statements. A revised presentation.

IFRS 2 Share based payment: vesting conditions and cancellations

IFRS 7 Improving disclosures about Financial Instruments

IAS 23 Borrowing Costs

 

The adoption of these standards and interpretations had no impact on the Group other than those set out below.

 

IAS 1 Presentation of financial statements. A revised presentation

 

The Group's financial statements now include a statement of comprehensive income and statement of movements in equity as primary statements. These have replaced the statement of recognised gains and losses and the reconciliation of equity which was previously included in the notes to the accounts. There have also been minor changes to the description of some items.

 

IFRS 2 Share based payment: vesting conditions and cancellations

 

The principal effect of this interpretation is that when an award to an employee under a share option scheme lapses due to cancellation of the scheme then the full cost of the award will be expensed in the period in which the option lapses. It has also been clarified that an individual ceasing to pay contributions is classed as a cancellation. Under the previous interpretation the lapsing of the award would have resulted in the fair value of the option charged to date being reversed in the income statement. This interpretation is required to be applied fully retrospectively. Details of the adjustments arising in relation to prior periods are set out in Note 9.

 

IFRIC 14 IAS 19 The limit on a defined benefit asset, minimum funding requirements and their interaction

 

This interpretation clarifies the way in which the actuarial asset ceiling on a defined benefit scheme is calculated and explains how a minimum funding requirement may give rise to an additional liability. The principal effect on the Group has been the incorporation of the obligations of the Group under deficit recovery plans into the valuation of the Shore Staff, Dockworkers and Everard Group schemes at 31 December 2007 and subsequent periods. Further details are given in Note 9.

 

IFRS 8 Operating segments

 

The Group determines and presents operating segments based on the information that is provided internally to the Board which has been identified as the Group's chief operating decision maker. This is in accordance with the adoption of the requirements of IFRS 8. The new accounting policy in respect of segmental operating disclosures is presented as follows:

 

An operating segment is a component of the Group that engages in activities from which it earns revenues and incurs expenses, including revenues and expenses that relate to transactions with any of the Group's other components. An operating segment's results are reviewed regularly by the Board to make decisions about resources to be allocated to the segment and assess its performance, for which discrete financial information is available.

 

Segmental results that are reported to the Board include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets, borrowings and income tax assets and liabilities.

 

Segmental capital expenditure is the total cost incurred during the period to acquire property, plant and equipment and intangible assets including assets acquired as a result of a business combination, other than goodwill.

 

The Group has not made any further changes to the segmental structure which was created on transition to IFRS although further disclosures have been provided under the new requirements, details of which are set out in Note 2.

 

After making enquiries, 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 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. The Group also has £23,606,000 of undrawn committed facilities. The current economic conditions create uncertainty particularly over a) the exchange rate currency between Sterling and the US dollar and the consequences for the net cash dollar surplus and b) the exchange rate between Sterling and the Euro and thus the consequences on seafarer payroll costs.

 

During the year the Group successfully completed the renewal of the two £20,000,000 revolving credit facilities which were due to expire during 2010. The Group also obtained an additional £20,000,000 revolving credit facility from Yorkshire Bank, which is available for three years, and repaid the £12,500,000 facility provided by Lloyds TSB to fund the Singapore submarine rescue contract. The Group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group should be able to operate within the level of its current banking facilities.

 

The Group financial statements are presented in Sterling and all values are rounded to the nearest thousand pounds (£000) except when otherwise indicated.

 

The financial information set out above does not constitute the company's statutory accounts for the years ended 31 December 2009 or 2008. Statutory accounts for 2008 have been delivered to the registrar of companies, and those for 2009 will be delivered in due course. The auditors have reported on those accounts; their reports were (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 237 (2) or (3) of the Companies Act 1985 in respect of the accounts for 2008 nor a statement under section 498 (2) or (3) of the Companies Act 2006 in respect of the accounts for 2009.

 

The annual report and accounts for the year ended 31 December 2009 will be posted to shareholders in early April 2010.

 

The results were approved by the Board of Directors on the 15 March 2010.

 

Principal Risks and Uncertainties

 

This section sets out a number of the risks which could affect the business operations and results of the Group.

 

Competitive pressures

In common with other markets, our businesses compete with others on price and service, which competition is subject to cycles determined by the balance between supply and demand.

 

There exists a risk that over-tonnaging may occur in the shipping markets in which the Group operates and given the ease with which, for example, shipping assets may be moved from one geographical market to another, no regional or local market can be totally isolated from the influence of over-tonnaging in other markets should it occur. The global supply of tonnage makes it difficult to predict over-tonnaging in any particular local market with any accuracy. There are however, high barriers of entry to the contract of affreightment business with the oil majors, with vigorous vetting procedures.

 

Reputational risks for operational incidents

The results of the Group are reliant to a degree on the maintenance by the various businesses of high reputations with their customers. The Group places a particular emphasis on the safety and security of operations but notwithstanding this, it is possible that an adverse operational incident may occur, which could in turn damage the Group's reputation.

 

Pensions

The Group contributes to a number of defined benefit pension schemes. There is a risk that changes in the market conditions for bond yields and equities and changes in the actuarial assumptions (eg on life expectancy), may result in an increase in the deficits in any of such schemes from time to time. There is further risk that the Group could be obliged to fund additional liabilities of the industry wide schemes, the Merchant Navy Officers Pension Fund and the Merchant Navy Ratings Pension Fund, in addition to the liabilities in respect of its own employees, in relation to any other employee(s) unconnected to the Group whose employer has become insolvent.

 

World economic outlook

Demand for the Group's products and services is inevitably a factor of wider economic conditions. During an economic slowdown it is possible that demand for certain products and services provided by the Group may reduce. This risk is mitigated to a degree by the diverse nature of the Group's businesses and its expanding geographical spread. Furthermore the current economic environment may increase the risk that parties with whom the Group trades become unable to meet their commitments to the Group. The Group seeks to manage this risk by performing credit checks and taking third party comfort, including guarantees, where appropriate.

 

Product liability

The Group is involved in the design, manufacture and sale or hire of various items such as engineering tools, software and electronics. It is possible that the Group may become liable for losses which are incurred by customers and others in the event that any such product does not meet the agreed specifications or other quality requirements. The Group seeks to limit the impact of this risk through its quality assurance processes by negotiating appropriate limits on its liability to customers and also through its insurance policies.

 

Integration benefits

The Group continues to experience growth and development through acquisitions. Integrating the operations and personnel of acquired businesses is a complex process and there is a risk that the anticipated benefits of the acquisition may not be realised in their entirety, or may be realised over a longer time span than originally envisaged. Where appropriate, the Group manages this risk through the formation of an integration committee comprised of senior managers from across the Group with significant experience of the underlying businesses, drawing on external advice and support as appropriate.

 

Recruitment and retention of talent

The success of the Group is dependent to a significant degree upon the skills and motivation of its workforce, including its senior management team. There is a risk that if the Group loses, or fails to attract personnel of the requisite calibre, that this could have an adverse impact on the performance of the business. The risk is mitigated through the application of appropriate remuneration incentives and the implementation of skills development initiatives, designed to assist in making the Group an attractive environment in which to work.

 

Legislation and regulation

The businesses conducted by the Group are subject to numerous laws and regulations, both in the United Kingdom and overseas, which regulate matters including safety procedures, employment requirements, taxation, environmental procedures and other operating issues. Failure to comply with such laws and regulations may harm the business or the Group's reputation. The Group draws upon the expertise of various professionals, both within and outside the business, in order to seek to ensure compliance with such provisions.

 

Financial

The Group is exposed to interest rate risk and foreign exchange risk which it seeks to manage, where appropriate, via hedging arrangements. Furthermore the loan facilities entered into by the Group include a number of financial covenants. Breach of these covenants would constitute events of default under such facilities which might result in these borrowings becoming immediately repayable. Recent events in the financial markets have demonstrated the risks associated with credit and liquidity. In 2009 the Group has continued to be proactive in managing these risks, both fostering existing and developing new relationships with lenders.

 

2. Segmental Information

 

Business segments

The following tables present revenue and profit and certain asset and liability information regarding the Group's business segments for the years ended 31 December 2009 and 2008.

 

 

Year ended
31 December 2009		Continuing Operations
		Offshore Oil		Specialist		Defence		Marine		Total
		Services		Technical				Oil
				Services				Services
		£000		£000		£000		£000		£000
Revenue
Segmental revenue		48,163		107,261		27,164		71,123		253,711
Inter segment sales		(4)		(3,833)		(280)		-		(4,117)
Group revenue		48,159		103,428		26,884		71,123		249,594
Result		12,516		15,983		3,657		(1,593)		30,563
Common costs										(2,663)
Profit from operations including results of associates and joint ventures										27,900
Finance income										228
Finance costs										(3,386)
										(3,158)
Profit before tonnage and income tax										24,742
Tonnage and income tax										(6,318)
Profit attributable to equity holders										18,424
Share of post tax results of associates and joint ventures		-		1,713		2,470		-		4,183
Assets & Liabilities
Segment assets		98,133		90,386		14,809		77,318		280,646
Investment in joint ventures		-		2,883		6,095		-		8,978
Assets classified as held for sale		1,375		-		-		-		1,375
Unallocated assets +										5,182
Total assets										296,181
Segment liabilities		(7,414)		(18,475)		(2,352)		(14,098)		(42,339)
Unallocated liabilities										(146,764)
Total liabilities										(189,103)
Other segment information
Capital expenditure:
Property, plant & equipment		13,085		4,240		1,298		710		19,333
Unallocated										159
										19,492
Intangible fixed assets		-		254		-		-		254
Depreciation		3,514		1,421		216		4,761		9,912
Unallocated										204
Amortisation of intangible assets		3		30		-		-		33
										10,149
+ Unallocated assets comprise deferred tax and centrally held corporate assets

 

 

 

Year ended
31 December 2008		Continuing Operations
		Offshore Oil		Specialist		Defence		Marine		Total
		Services		Technical				Oil
				Services				Services
		£000		£000		£000		£000		£000
Revenue
Segmental revenue		48,294		79,893		29,415		80,819		238,421
Inter segment sales		(8)		(4,629)		(146)		(60)		(4,843)
Group revenue		48,286		75,264		29,269		80,759		233,578
Result		12,702		9,598		4,484		5,408		32,192
Common costs										(2,728)
Profit from operations including results of associates and joint ventures										29,464
Finance income										412
Finance costs										(6,309)
										(5,897)
Profit before tonnage and income tax										23,567
Tonnage and income tax										(5,277)
Profit attributable to equity holders										18,290
Share of post tax results of associates and joint ventures		-		514		2,033		-		2,547
Assets & Liabilities
Segment assets		85,343		71,850		25,536		87,217		269,946
Investment in joint ventures		-		1,896		2,651		-		4,547
Unallocated assets +										4,730
Total assets										279,223
Segment liabilities		(9,217)		(15,830)		(6,036)		(19,567)		(50,650)
Unallocated liabilities										(133,523)
Total liabilities										(184,173)
Other segment information
Capital expenditure:
Property, plant & equipment		14,111		3,145		242		2,385		19,883
Unallocated										117
										20,000
Intangible fixed assets		8		3		-		-		11
Depreciation		2,762		1,305		79		5,078		9,224
Unallocated										196
Amortisation of intangible assets		3		8		-		-		11
										9,431
+ Unallocated assets comprise deferred tax and centrally held corporate assets

 

Geographical segments

The following table represents revenue, expenditure and certain asset information regarding the Group's geographical segments for the years ended 2009 and 2008.

 

Geographical revenue is determined by the location in which the product or service is provided. The geographical allocation of segmental assets and liabilities is determined by the location of the attributable business unit.

	UK & Ireland				Norway				Rest of the World				Total
	2009		2008		2009		2008		2009		2008		2009		2008
	£000		£000		£000		£000		£000		£000		£000		£000
Revenue
Segmental revenue	137,983		148,368		22,235		20,910		93,493		69,143		253,711		238,421
Inter-segment sales	(4,117)		(4,843)		-		-		-		-		(4,117)		(4,843)
Segmental revenue	133,866		143,525		22,235		20,910		93,493		69,143		249,594		233,578
Segment assets	62,012		72,458		15,568		13,299		17,172		10,732		94,752		96,489
Investment in associates and joint ventures	4,231		2,651		-		-		4,747		1,896		8,978		4,547
Financial assets	1,370		1,370		-		-		-		-		1,370		1,370
Other non current assets	135,936		132,537		43,732		34,490		4,856		5,060		184,524		172,087
Assets classified as
held for sale	1,375		-		-		-		-		-		1,375		-
Unallocated assets													5,182		4,730
													296,181		279,223
Segment liabilities	(33,453)		(43,277)		(4,969)		(4,889)		(3,917)		(2,484)		(42,339)		(50,650)
Unallocated liabilities													(146,764)		(133,523)
													(189,103)		(184,173)
Capital expenditure:
Property, plant and equipment	9,531		8,980		9,244		8,246		717		2,774		19,492		20,000

 

 

3 Revenue

Revenue disclosed in the income statement is analysed as follows:

 

				2009		2008
				£000		£000
Sale of goods and services				217,709		191,013
Rental income				25,404		24,226
Contract revenue recognised in the period				6,481		18,339
Total Revenue				249,594		233,578

 

Contract work in progress

The following amounts are included in respect of the Singapore and Korea Submarine Rescue contracts:

 

				2009		2008
				£000		£000
Amounts included in the balance sheet:
Amount due from customers included in receivables				612		13,569
Work in progress				-		1,087
Net advances received included in creditors				-		(235)
Net investment in contract work in progress				612		14,421

 

4. Assets held for sale

During 2009 following the insolvency of Oceanteam Power and Umbilical Limited (Oceanteam), the Group enforced a parent company guarantee given in respect of a debt owed by Oceanteam to a subsidiary company. In settlement of the debt the Group was granted title to a remotely operated vehicle (ROV) formerly owned by Oceanteam's parent. At 31 December 2009 the Group had negotiated the sale of the ROV to a third party for £1,750,000 and had received a deposit of £375,000 which would be kept by the Group in the event of the purchaser failing to complete the acquisition. The ROV, which is included in the Offshore Oil segment, has been valued at £1,375,000 being the remaining amount due from the prospective sale of the asset which also represents the director's best estimate of the minimum amount recoverable. The sale of the ROV was completed in February 2010 when the outstanding proceeds were received. No gain or loss has been recognised on the sale of the ROV.

 

5. Taxation

The Group has entered 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 tax charge is made up as follows:		2009		2008
		£000		£000
Current tax:
UK corporation tax		(3,902)		(3,100)
Tax overprovided/(underprovided) in previous years		194		(41)
Foreign tax		(2,387)		(1,632)
Total current tax		(6,095)		(4,773)
Deferred tax:
Origination and reversal of timing differences		(198)		(475)
Total taxation on continuing operations		(6,293)		(5,248)
The total tax charge in the income statement is allocated as follows:
		2009		2008
		£000		£000
Taxation expense reported in group income statement		6,293		5,248
Share of joint ventures' current tax		94		78
Total tax expense		6,387		5,326

 

Income tax on comprehensive income

		2009		2008
		£000		£000
Current tax:
Current tax on foreign exchange profits on internal loans		(224)		(758)
Current tax on defined benefit pension schemes		208		-
Deferred tax:
Deferred tax relating to the actuarial gains and losses on defined benefit pension schemes		471		3
		455		(755)

 

Reconciliation of effective tax rate

 

The tax on the Group's profit on continuing activities differs from the theoretical amount that would arise using the rate applicable under UK corporation tax rules as follows:

 

								Restated
								Note 9
						2009		2008
						£000		£000
Profit before tax from continuing operations						24,742		23,567
Tax arising on interests in joint ventures						94		78
						24,836		23,645
At UK statutory tax rate of 28% (2008: 28.5%)						6,954		6,739
Difference due to application of tonnage tax to all vessel disposals and operating activities						1,134		(832)
Expenses not deductible for tax purposes						40		46
Chargeable gains						6		-
(Over)/under provision in previous years
	Current tax					(194)		41
	Deferred tax					(168)		18
Share based payments						(185)		335
Lower taxes on overseas income						(1,140)		(773)
Research and development relief						-		(140)
Other						(60)		(108)
						6,387		5,326

 

Deferred tax at 31 December relates to the following:

		Balance sheet				Income statement
		2009		2008		2009		2008
		£000		£000		£000		£000
Deferred tax assets
Retirement benefits		2,112		1,528		112		(48)
Share based payments		331		87		244		(279)
		2,443		1,615
Deferred tax liabilities
Accelerated capital allowances for tax purposes		(2,213)		(1,561)		(636)		(165)
Roll over gains		(1,377)		(1,459)		82		17
		(3,590)		(3,020)
Deferred income tax charge						(198)		(475)
Net deferred income tax liability		(1,147)		(1,405)

 

6. Earnings per share

 

Basic earnings per share are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year, after excluding ordinary shares purchased by the employee share ownership trust and held as treasury shares.

 

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

 

At 31 December 2009 724 thousand options (2008: 562 thousand) were excluded from the diluted weighted average number of ordinary shares calculation as their effect would have been anti-dilutive.

 

The average market value of the Company's shares for purposes of calculating the dilutive effect of share options was based on quoted market prices for the period during which the options were outstanding.

 

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

 

								Restated
								Note 9
						2009		2008
						£000		£000
Profit on continuing activities attributable to equity holders						18,424		18,264
Weighted average number of shares
						2009		2008
						Number of		Number of
						shares		shares
For basic earnings per ordinary share*						49,604,476		49,472,598
Exercise of share options and LTIPs						184,300		248,810
For diluted earnings per ordinary share						49,788,776		49,721,408

 

* Excludes 169,068 (2008:229,305) shares owned by the James Fisher and Sons Public Limited Company Employee Share Ownership Trust.

 

						Restated Note 9
		2009				2008
		£000		pence		£000		pence
Basic earnings per share on profit from operations		18,424		37.14		18,264		36.92
Diluted earnings per share on profit from operations		18,424		37.00		18,264		36.73

 

Adjusted earnings per share

The basic earnings per share on continuing activities before profit on ship disposals is shown to highlight the underlying earnings trend and is calculated using the number of shares outlined in the table above. No tax is attributable to the adjustments included in the table below.

 

						Restated Note 9
		2009				2008
		£000		pence		£000		pence
Basic earnings per share on profit from operations		18,424		37.14		18,264		36.92
Adjustments:
Loss/(profit) on ship disposals		14		0.03		(685)		(1.39)
Basic adjusted earnings per share on profit from operations		18,438		37.17		17,579		35.53
Diluted earnings per share on profit from operations		18,424		37.00		18,264		36.73
Adjustments:
Loss/(profit) on ship disposals		14		0.03		(685)		(1.38)
Diluted adjusted earnings per share on profit from operations		18,438		37.03		17,579		35.35

 

7. Dividends paid and proposed

						2009		2008
						£000		£000
Declared and paid during the year
Equity dividends on ordinary shares:
Final dividend for 2008 8.65p (2007 7.52p)						4,305		3,739
Interim dividend for 2009 4.80p (2008 4.36p)						2,390		2,168
Less dividends on own shares held by ESOP						(23)		(28)
						6,672		5,879
Proposed for approval at Annual General Meeting (not recognised as a liability at 31 December)
Equity dividends on ordinary shares:
Final dividend for 2009 8.80p (2008 8.65p)						4,370		4,284

 

The ordinary final dividend will be paid on 14 May 2010 to those shareholders registered in the books of the Company at the close of business on 16 April 2010.

 

8. Retirement benefit obligations

The retirement benefit obligations included in the Group balance sheet relate to three defined benefit schemes operated by the Group, being The James Fisher and Sons Public Limited Company Pension Fund for Shore Staff, (Shore Staff); The James Fisher and Sons Public Limited Company Pension Fund for Permanent Dockworkers, (Dockworkers) and The Everard Group Pension Fund (Everard), together with the Group's obligations to the Merchant Navy Officers Pension Fund (MNOPF), an industry wide scheme which is also accounted for as a defined benefit scheme. The Company has obligations under the Shore Staff and Dockworkers schemes and under the MNOPF scheme, the balance of which relates to its subsidiary, FT Everard & Sons.

 

On 30 June 2009 the Group completed the merger of the Dockworkers and Everard Group schemes into the Shore Staff Scheme. This merger is expected to result in savings in the administrative expenses of the pension schemes and enable the combined investments of the previous schemes to be managed on a more efficient and effective basis.

 

As a result of the implementation of IFRIC 14 - The limit on a defined benefit asset, minimum funding requirements and their interaction, the deficits reported in previous periods have been restated. Further details are given in Note 9.

 

As required by IAS 19 the valuations of the schemes have been updated to 31 December 2009 by qualified actuaries using agreed assumptions consistent with those used in 2008.

 

The Group's assets and obligations in respect of its pension schemes at 31 December 2009 were as follows:

							Restated
							Note 9
					2009		2008
					£000		£000
Shore staff pension scheme					(14,209)		(4,914)
Dockworkers pension scheme					-		(2,094)
Everard Group pension scheme					-		(2,307)
MNOPF pension scheme					(8,152)		(9,333)
					(22,361)		(18,648)

 

James Fisher and Sons Public Limited Company Pension Fund for Shore Staff

In 2005 the Company decided to close the Shore Staff scheme to existing members from 31 December 2010. At this time members contributing to the scheme can transfer to a stakeholder scheme option. During the remaining period that the scheme remains open to existing members the rate of growth of pensionable salary reduced to a maximum of 1.5%.

 

The Company is currently contributing 14.4% (2008:14.5%) of pensionable pay plus regular contributions of £55,000 (2008:£55,000) per month into the Shore Staff Scheme. Contributions will continue at this level in 2010.

 

James Fisher and Sons Public Limited Company Pension and Life assurance scheme for Permanent Dockworkers

The Group also operated a paid up defined benefit scheme for dockworkers. As referred to above on 30 June 2009 the scheme merged with the Shore Staff Scheme.

 

As a result of the review carried out in 2008 the Company agreed a deficit recovery plan with the trustees of the scheme. Under this plan the Company made monthly payments of £20,833 (2008: £20,833) into the scheme. Since 30 June 2009 these contributions have been made to the Shore Staff Scheme.

 

The Everard Group Pension Fund

FT Everard & Sons operated a defined benefit scheme which was closed to new entrants from 1 April 2004 and closed to future accrual from 1 March 2005. Under a deficit reduction plan agreed with the schemes trustees, FT Everard & Sons Limited is making annual additional contributions of £286,000 for a period of thirteen years commencing 1 March 2008. As noted above on 30 June 2009 the scheme was merged with the Shore Staff Scheme. Contributions under the deficit recovery plan are now made to the Shore Staff Scheme.

Merchant Navy Officers Pension Fund

In 2005 the High Court established that former as well as existing employers will be liable to make payments in respect of the funding deficit of the MNOPF. The Company is informed by the Trustees as to the level of annual payments it will be required to make into the fund over a period of ten years commencing October 2005 representing its share of the deficit disclosed in the initial actuarial valuation carried out as at 31 March 2003, as revised by the latest valuation as at 31 March 2006. Following the acquisition of Everard in December 2006 the Group took on additional liabilities in respect of the share of the MNOPF attributable to FT Everard & Sons and its subsidiaries.

 

As a result of the last actuarial valuation of the scheme which was carried out at 31 March 2006, in August 2007 following the approval of this valuation of the scheme, the Trustees issued calls for further contributions. As a result of these additional claims the total amount paid by the Group in 2009 to the MNOPF was £1,873,000 (2008 £1,885,000). Following further correspondence with the MNOPF additional small claims have also been settled in full in 2008. The Group is not aware of any further outstanding claims in respect of the MNOPF.

 

The Trustees of the scheme are in the process of conducting a triennial valuation of the scheme's deficit. It is not possible to estimate reliably the amount of the obligation, although it may significantly increase our commitment possibly by an amount similar to the current liability.

 

The Group has an annual commitment to make five further annual payments of £1,873,000 to the scheme, payable in two instalments on 31 March and 30 September each year.

 

9. Adjustments arising from changes in accounting policy

 

As explained in Note 1, the results of earlier years have been restated to reflect the requirements of the revisions to IFRS 2 - Share based payment, in respect of the lapse of employee awards and IFRIC 14 - The limit on a defined benefit asset, minimum funding requirements and their interaction.

 

In respect of IFRS 2 no adjustment arose on the years prior to 2008. The adjustment to profit in respect of 2008 was £11,000 which is included in administrative expenses in the income statement.

 

The application of IFRIC 14 resulted in changes to the deficits reported in prior periods in respect of the Shore Staff, Dockworkers and Everard Group schemes due to the impact of liabilities arising from deficit recovery plans agreed with the trustees of the schemes. The deficit at 31 December 2009 is based on the valuation determined under IAS 19 as the liability exceeds the liability under the minimum funding plan.

Group			Pension		Pension		Deferred		Income		Equity
			Deficit		Asset		Tax		Statement
			£000		£000		£000		£000		£000
Period ended
31 December 2007
As originally reported			11,904		(528)		2,226				94,033
Adjustment			7,779		528		(1,383)		-		(6,924)
Restated			19,683		-		843				87,109
31 December 2008
As originally reported			16,082		-		1,781		18,301		97,240
Adjustment			2,566		-		(376)		(11)		(2,190)
Restated			18,648		-		1,405		18,290		95,050

 

The adjustments in respect of share based payments are included in the income statement and equity. The adjustments relating to the pension scheme deficit are actuarial losses and have been included in reserves as have the related deferred tax adjustments. No tax arose on the adjustments relating to share based payments.

 

The cash flow statement has been adjusted to reduce the profit before tax from continuing operations by the additional share based payment charge and to increase the share based payment adjustment. This results in no net overall adjustment to net cash from operating activities.

 

Basic and diluted earnings per share in 2008 decreased by 0.02p as a result of the restatement.

 

10. Post balance sheet events

 

In February 2010 the Group announced the acquisition of the business and assets of Australian Commercial Marine Pty Ltd (ACM) for a cash consideration of approximately £3m. ACM which provides marine equipment to the commercial shipping, port and offshore industries in Western Australia, will be integrated into the Group's Fendercare business.

 

Further disclosures relating to the acquisition as required by IFRS 3 - Business Combinations, have not been included in this report as there has been insufficient time to obtain and review the relevant financial information from the company and calculate the accounting treatment and disclosures for this business combination.

 

11. Related party transactions

 

Details of the transactions carried out with related parties are shown in the table below.

 

		Services to		Sales to			Purchases		Amounts		Amounts
			related		related		from		owed by		owed to
			parties		parties		related		related		related
							parties		parties		parties
			£000		£000		£000		£000		£000
Foreland Shipping Limited		2009	401		-		-		30		-
		2008	413		-		-		32		-
FCM businesses		2009	-		1,578		-		597		-
		2008	-		868		-		333		-
Everard Insurance Brokers		2009	110		-		16		29		-
		2008	96		-		19		9		-
First Response Marine		2009	1,292		19,715		-		2,206		-

 

No provision for bad debts has been made in respect of these balances (2008 £nil). No bad debts arose during the period relating to these transactions (2008 £nil).

 

Following the acquisition of FT Everard and Sons Limited Mr F M Everard was appointed as a non executive director of the Company. Mr F M Everard is chairman of Cattedown Wharves Limited, a wholly owned subsidiary, for which he receives annual remuneration of £18,250 (2008: £27,500)

 

All transactions with related parties are priced on an arms length basis on terms equivalent to those provided to wholly external parties.

 

Foreland Shipping Limited

 

The Group provides payroll management services to Foreland Shipping Limited, a wholly owned subsidiary of Foreland Holdings a company in which the Group has a 25% equity interest. No profit is made on the provision of these services which are excluded from the Group's revenue.

 

FCM businesses

 

The Group has interests of between 25% and 50% in several joint ventures providing ship to ship transfer services in West Africa, Northern Europe and Asia through its wholly owned subsidiary, Fender Care Marine Services Limited.

 

Everard Insurance Brokers

 

Everard and its subsidiaries purchased insurance services from Everard Insurance Brokers Limited, (EIB). EIB is a wholly owned subsidiary of Alchymist Trading Company Limited, (Alchymist) a company controlled by Mr W D Everard and Mr F M Everard and members of their family. Everard also provides accommodation and management services to Alchymist and EIB. Following the acquisition of Everard the Group continued to receive insurance services from EIB in respect of claims prior to the date of acquisition, and to provide accommodation and management services, including the provision of payroll management services. No amounts are due to or from Alchymist.

 

First Response Marine

 

The Group subscribed SG$1m (£464,000) through its James Fisher Marine Services subsidiary (JFMS) to acquire a 50% interest in First Response Marine Pte Ltd (FRM). FRM provides submarine rescue services to the Singapore government under a 20 year service contract which commenced in March 2009. Included in the contract is the provision of a submarine rescue vessel acquired by FRM from JFMS which was invoiced in 2009 at a cost of £18,141,000. Revenue of £13,569,000 was recognised under construction contract accounting in the year ended 31 December 2008. FRM subcontracts part of the provision of the submarine rescue service to JFMS and its subsidiary James Fisher Singapore Pte Ltd. JFMS has also provided a loan to FRM of SG$3,624,000 (£1,598,000) to support its day to day operations. The loan which is included in the Group balance sheet as part of the investment in associates, is interest bearing and is repayable at the end of the project. Interest charged in the period amounted to £50,000.

 

12. The AGM will be held at 12.00 noon, Thursday 6 May 2010 at the Abbey House Hotel, Abbey Road, Barrow in Furness, Cumbria.

 

13. Report and accounts will be posted to members in early April 2009. Copies will be made available to members of the public at Fisher House, PO Box 4, Barrow in Furness, Cumbria, LA14 1HR.

 

14. The preliminary statement was approved by the Board of Directors on 15 March 2010.