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Half Yearly Report

21 Aug 2012 07:00

RNS Number : 4079K
Fisher (James) & Sons plc
21 August 2012
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21 August 2012

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James Fisher and Sons plc

Interim Results 2012

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James Fisher and Sons plc ("James Fisher"), the leading marine service provider, announces its results for the six months ended 30 June 2012.

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H1 2012

H1 2011

change

Group revenue

Β£188.3m

Β£148.0m

+ 27 %

Underlying operating profit *

Β£20.1m

Β£17.1m

+ 18 %

Underlying profit before tax *

Β£17.1m

Β£14.1m

+ 21 %

Underlying diluted earnings per share *

26.4p

22.7p

+ 16 %

Proposed interim dividend

5.87p

5.34p

+ 10 %

Statutory profit before tax

Β£17.0m

Β£13.9m

+ 22 %

Statutory diluted earnings per share

26.2p

22.5p

+ 16 %

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* underlying profit excludes costs incurred in making acquisitions and the amortisation of acquired intangibles.

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Key Points:

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Β·; Group revenue up 27%, underlying profit up 21%

Β·; Robust growth in Specialist Technical, particularly in Asia and Africa

Β·; Offshore Oil benefitted from increased demand in regions such as Brazil and the Norwegian North Sea

Β·; BP Angola contract mobilised and operating well

Β·; Completed Swedish navy submarine rescue vehicle refurbishment

Β·; Marine Oil, despite subdued markets, posted improved results

Β·; Cash conversion of 105% and net gearing reduced to 72% at 30 June 2012 (2011: 83%)

Β·; Interim dividend increased by 10%

Β·; Charles Rice appointed as non-executive Chairman following the retirement of Tim Harris

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

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"James Fisher has made good progress during the period, maintaining the double-digit growth rates achieved in both revenue and profit in 2011.

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The high growth rate achieved in the first half reflect a number of major contract deliveries and should not therefore be extrapolated into the second half. Nevertheless, James Fisher remains on a healthy growth path which provides confidence for the future. The company is trading to management expectations to date in the second half and continues to be well placed to deliver further value to our shareholders."

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For further information:

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James Fisher and Sons plc

Charles Rice

Nick Henry

Stuart Kilpatrick

Chairman

Chief Executive Officer

Group Finance Director

020 7614 9508

FTI Consulting

Richard Mountain

Sophie McMillan

020 7269 7291

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James Fisher and Sons plc ("James Fisher")

Interim Results for the six months ended 30 June 2012

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Chairman's Statement

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Introduction

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I am pleased to present my first report as Chairman of James Fisher following the retirement of Tim Harris in July 2012. The result for the first half of 2012 showed strong growth with revenue up 27% to Β£188.3 million, underlying profit up 21% to Β£17.1 million and adjusted earnings per share up 16% to 26.4p, all compared with H1 2011. Cash flow was healthy, with cash conversion of 105% and financial gearing further reduced to 72% compared to 83% at the half year in 2011. The interim dividend has been increased by 10% to 5.87p per share.

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Strategy

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James Fisher is the UK's leading marine service company and continues to follow a consistent strategy of utilising its core marine skills to develop niche service businesses targeting the vast global marine services market. Growth has been mainly centred on the world's fastest growing regions, such as Asia Pacific, rather than the more mature markets of Europe and North America.

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These skills consist of specialist engineering and operational capabilities which characteristically command net margins in excess of 10% and returns on capital employed of at least 15% pre tax and are cash generative.

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Having strengthened our contract development team, the Group is benefiting from the breadth of niche services now offered to find new opportunities for larger integrated service packages to major global customers in the offshore oil and gas sectors.

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Specialist Technical

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H1 2012 divisional result Β£10.6m (H1 2011 Β£9.1m)

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The mooring and ship to ship oil transfer services have continued to produce strong organic growth, particularly in Asia and Africa. We commenced a significant contract for BP in Angola in H1 and, as expected, this has resulted in strong growth in turnover but at lower margins due to a high proportion of sub-contracted costs, with the three vessels in use on the contract being chartered in. This contract was not expected to be profitable in the first half due to mobilisation costs but the division benefited from a short term diving contract which was not anticipated.

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Part of the organic growth in the division is being driven by contract wins in subsea operations which combine the vessel management and diving operations skills of both the Specialist Technical and Defence divisions of the Group. The Company sees good opportunities for growth in this area.

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Our nuclear business had a strong first half, reflecting the improved business environment in the nuclear decommissioning market and the increased scale and capability of this business unit. The nuclear business also benefited from the completion of a major equipment and installation contract to the London 2012 Olympics.

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Offshore Oil

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H1 2012 divisional result Β£7.8m (H1 2011 Β£5.9m)

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The strong increase in profits reflected the benefit of the new capital invested in this business which has enabled the group companies involved to expand their geographical presence into new growth markets around the world. This was combined with a strong performance in the North Sea, with the Norwegian market in particular showing improved activity levels.

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Capital investment continues to be made in new equipment to support further contract gains in locations such as Brazil.

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Defence

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H1 2012 divisional result Β£2.0m (H1 2011 Β£2.7m)

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As previously highlighted, profit from the Group's interest in the Foreland private finance initiative (PFI) reduced by approximately Β£0.7m in the first half due to lower charter income on two of the six vessels covered by the contract. The Ministry of Defence has reviewed its strategic sealift capability and has concluded that its ongoing requirement is for four vessels. The changes resulting from this review will be on terms that will protect the Foreland partners from the costs arising from this early reduction in the size of the contract.

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The division's subsea operations performed satisfactorily in the first half, with the completion of the refurbishment contract for the Swedish navy's submarine rescue vehicle (URF). The submarine rescue support contracts for the Singapore and the Australian navies continued to perform satisfactorily, with a major rescue exercise for the Australian navy being completed in the first half.

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Marine Oil

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H1 divisional result Β£1.2m (H1 2011 Β£0.9m)

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While conditions in the UK and Irish markets continued to be subdued, reflecting weak economic conditions, the division posted a modest improvement in its trading result. This reflected an improved match between fleet capacity and contract business following the disposal of two ships in 2011 as well some strengthening of spot market rates for these small, specialist vessels.

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Change of Chairman

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Tim Harris retired as Chairman on 31 July 2012 after over ten years in this role. Under his leadership, the company has seen its fortunes transformed, with profit and turnover quadrupled and the share price standing at over seven times the level of 2002. During that time, Tim was successful in reshaping the Group from a small coastal tanker and specialist shipping business into the UK's leading marine service company. Tim left a company confident of its future, with a stable and well proven strategy and an experienced and successful management team. On behalf of the Board, I would like to thank Tim for his great contribution both to the Company and to all the staff and shareholders who have benefited from the transformation in the Company's fortunes.

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Staff

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The rapid growth of the Company and the increasingly international spread of its operations have placed heavy demands on many managers and staff throughout the Group. Having visited all the major operating centres within Europe in the last three months, I have been struck by the enthusiasm and optimism which I have encountered at all levels in the business. May I thank everyone involved for the commitment which they bring to their work and which contributes to the continued success of James Fisher.

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Outlook

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The strong result in the first half is further testament to the Company's strategy of applying its core marine skills to the vast and fast growing markets of Asia and the developing world. There continue to be good prospects across all the service divisions to drive further organic growth. The company also remains alert for possible bolt-on acquisitions which can reinforce the market position and growth prospects of its businesses.

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The Specialist Technical division is leading the expansion into Asia, Australia, Africa and South America. The BP contract in Angola has completed its mobilisation phase and is working well operationally. The nuclear business continues to strengthen its scale and market position but its result in the first half benefited from a one-off contract for the London 2012 Olympics. The company remains confident about the future prospects for the division to produce further growth.

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The Offshore Oil division is seeing the benefits of strong demand for its niche capabilities both within the North Sea and, more particularly, overseas in countries such as Brazil which presents attractive new opportunities for the Group.

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The Defence division is well placed in its niche subsea market and is positioned for growth in its submarine rescue and swimmer delivery vehicle segments. However, the completion of the URF contract in August and the reduction in the size of the Foreland contract means that this business is likely to report a slow second half.

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The high growth rates achieved in the first half reflect a number of major contract deliveries and should not therefore be extrapolated into the second half. Nevertheless, James Fisher remains on a healthy growth path which provides confidence for the future.

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The Company is trading to management expectations to date in the second half and continues to be well placed to deliver further value to our shareholders.

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Charles Rice

20 August 2012

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Directors' Responsibilities

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We confirm to the best of our knowledge:

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

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

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

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

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C J Rice

Chairman

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S C Kilpatrick

Group Finance Director

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For and on behalf of the Board of Directors

20 August 2012

CONDENSED CONSOLIDATED INCOME STATEMENT

for the six months ended 30 June 2012

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2012

2011

2011

Note

Six months ended

Six months ended

Year ended

30 June

30 June

31 December

Β£000

Β£000

Β£000

Revenue

188,313Β 

147,956Β 

307,624Β 

Cost of sales

(166,124)

(129,638)

(269,051)

Gross profit

22,189Β 

18,318Β 

38,573Β 

Administrative expenses

(4,245)

(4,095)

(8,379)

Share of post tax results of joint ventures

2,039Β 

2,782Β 

5,685Β 

Operating profit

19,983Β 

17,005Β 

35,879Β 

Analysis of operating profit:

Underlying operating profit

20,102Β 

17,137Β 

36,133Β 

Amortisation of acquired intangibles

(119)

(132)

(254)

Finance income

146Β 

109Β 

322Β 

Finance costs

(3,168)

(3,188)

(6,450)

Profit before tonnage and income tax

16,961Β 

13,926Β 

29,751Β 

Analysis of profit before tonnage and income tax:

Underlying profit before tax

17,080Β 

14,058Β 

30,005Β 

Amortisation of acquired intangibles

(119)

(132)

(254)

Tonnage tax

(12)

(13)

(23)

Income tax

6

(3,191)

(2,609)

(5,611)

Total tonnage and income tax

(3,203)

(2,622)

(5,634)

Profit for the period

13,758Β 

11,304Β 

24,117Β 

Profit for the period

Attributable to :

Owners of the Company

13,102Β 

11,294Β 

24,091Β 

Non controlling interests

656Β 

10Β 

26Β 

13,758Β 

11,304Β 

24,117Β 

Earnings per share

pence

pence

pence

Basic

7

26.4

22.7

48.4

Diluted

7

26.2

22.5

48.0

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CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the six months ended 30 June 2012

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Note

2012

2011

2011

Six months ended

Six months ended

Year ended

30 June

30 June

31 December

Β£000

Β£000

Β£000

Profit for the period

13,758Β 

11,304Β 

24,117Β 

Other comprehensive income

Exchange differences on translation of foreign operations

(803)

2,581Β 

(809)

Net profit/(loss) on hedge of net investment in foreign operations

422Β 

(993)

331Β 

Effective portion of changes in fair value of cash flow hedges

408Β 

273Β 

(541)

Effective portion of changes in fair value of cash flow hedges

in joint ventures

(308)

(280)

(399)

Net change in fair value of cash flow hedges transferred to

profit or loss

(150)

(182)

128Β 

Defined benefit plan actuarial losses

4

(1,521)

(881)

(4,127)

Income tax on other comprehensive income

22Β 

1,430Β 

2,445Β 

Other comprehensive income for the period, net of income tax

(1,930)

1,948Β 

(2,972)

Total comprehensive income for the period attributable to equity holders

11,828Β 

13,252Β 

21,145Β 

Attributable to :

Owners of the Company

11,166Β 

13,242Β 

21,119Β 

Non controlling interests

662Β 

10Β 

26Β 

11,828Β 

13,252Β 

21,145Β 

CONDENSED CONSOLIDATED BALANCE SHEET

at 30 June 2012

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2012

2011

2011

30 June

30 June

31 December

Note

Β£000

Β£000

Β£000

Assets

Non current assets

Goodwill and other intangible assets

93,820Β 

90,036Β 

93,188Β 

Property, plant and equipment

106,169Β 

105,878Β 

103,898Β 

Investment in joint ventures

12,882Β 

11,095Β 

12,534Β 

Financial assets

1,370Β 

1,370Β 

1,370Β 

Deferred tax assets

2,434Β 

3,295

2,664

216,675Β 

211,674Β 

213,654Β 

Current assets

Inventories

36,016Β 

38,999Β 

33,691Β 

Trade and other receivables

101,247Β 

77,540Β 

80,526Β 

Derivative financial instruments

306

9

218

Cash and short term deposits

5

26,477

12,695Β 

13,575Β 

164,046Β 

129,243Β 

128,010Β 

Total assets

380,721Β 

340,917Β 

341,664Β 

Equity and liabilities

Capital and reserves

Called up share capital

7

12,481

12,481

12,481

Share premium

24,924

24,924

24,924

Treasury shares

(1,220)

(368)

(1,681)

Other reserves

4,305

7,431

4,742

Retained earnings

96,674

82,407

91,304

Shareholders' equity

137,164

126,875

131,770

Non controlling interests

571

10

(91)

Total equity

137,735

126,885

131,679

Non current liabilities

Other payables

240

745

607

Retirement benefit obligations

4

29,766

29,172

30,133

Cumulative preference shares

100

100

100

Loans and borrowings

104,101

110,500

103,383

Deferred tax liabilities

1,141

786

1,141

135,348

141,303

135,364

Current liabilities

Trade and other payables

78,443

59,084

59,124

Current tax

6,336

4,791

4,732

Derivative financial instruments

1,621

1,119

1,880

Loans and borrowings

21,238

7,735

8,885

107,638

72,729

74,621

Total liabilities

242,986

214,032

209,985

Total equity and liabilities

380,721

340,917

341,664

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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW

for the six months ended 30 June 2012

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2012

2011

2011

Note

Six months ended

Six months ended

Year ended

30 June

30 June

31 December

Β£000

Β£000

Β£000

Profit before tax for the period

16,961Β 

13,926Β 

29,751Β 

Adjustments to reconcile profit before tax to net cash flows

Depreciation and amortisation

7,703Β 

6,701Β 

13,806Β 

Acquisition costs and amortisation of acquired intangibles

119Β 

132Β 

254Β 

(Profit)/loss on sale of property, plant and equipment

(128)

(68)

335Β 

Finance income

(146)

(109)

(322)

Finance expense

3,168Β 

3,188Β 

6,450Β 

Exchange loss/(gain) on loans

20Β 

(220)

218Β 

Share of profits of joint ventures

(2,039)

(2,782)

(5,685)

Share based compensation

497Β 

515Β 

1,503Β 

Increase in trade and other receivables

(20,531)

(16,133)

(19,491)

Increase in inventories

(2,325)

(6,416)

(2,081)

Increase in trade and other payables

19,202Β 

14,148Β 

12,282Β 

Additional defined benefit pension scheme contributions

(2,461)

(2,251)

(5,012)

Cash generated from operations

20,040Β 

10,631Β 

32,008Β 

Income tax payments

(1,269)

(4,210)

(4,865)

Net cash from operating activities

18,771Β 

6,421Β 

27,143Β 

Investing activities

Dividends from joint venture undertakings

1,090Β 

4,355Β 

5,913Β 

Proceeds from the sale of property, plant and equipment

810Β 

543Β 

3,989Β 

Finance income

146Β 

109Β 

322Β 

Acquisition of subsidiaries, net of cash acquired

-

-Β 

(154)

Proceeds from the sale of business

-Β 

-Β 

459Β 

Acquisition of property, plant and equipment

(10,163)

(7,936)

(17,624)

Acquisition of investment in associates and joint ventures

-Β 

(1,226)

(1,220)

Development expenditure

(1,182)

(286)

(2,779)

Net cash used in investing activities

(9,299)

(4,441)

(11,094)

Financing activities

Proceeds from the issue of share capital

-Β 

239Β 

239Β 

Preference dividend paid

(2)

(2)

(4)

Finance cost

(2,783)

(2,617)

(4,750)

Purchase less sale of own shares by ESOP

(930)

(136)

(1,449)

Capital element of finance lease repayments

(200)

(212)

(423)

Proceeds from other non-current borrowings

37,400Β 

13,451Β 

25,448Β 

Repayment of borrowings

(24,452)

(12,471)

(30,162)

Dividends paid

(5,339)

(4,823)

(7,479)

Net cash from financing activities

3,694Β 

(6,571)

(18,580)

Net increase/(decrease) in cash and cash equivalents

13,166Β 

(4,591)

(2,531)

Cash and cash equivalents at beginning of period

13,575Β 

16,590Β 

16,590Β 

Effect of exchange rate fluctuations on cash held

(264)

696Β 

(484)

Cash and cash equivalents at end of period

5

26,477Β 

12,695Β 

13,575Β 

CONDENSED CONSOLIDATED STATEMENT OF MOVEMENTS IN EQUITY

for the six months ended 30 June 2012

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Six months ended 30 June 2012

Capital

Attributable to equity holders of parent

Share

Share

Retained

Other

Treasury

Total

Non controlling

Total

capital

premium

earnings

reserves

shares

shareholders

interests

equity

equity

Β£000

Β£000

Β£000

Β£000

Β£000

Β£000

Β£000

Β£000

At 1 January 2012

12,481

24,924

91,304Β 

4,742Β 

(1,681)

131,770Β 

(91)

131,679Β 

Profit for the period

-

-

13,758Β 

-Β 

-Β 

13,758Β 

-Β 

13,758Β 

Other comprehensive income for the period

-

-

(2,155)

(437)

-Β 

(2,592)

662Β 

(1,930)

Contributions by and distributions to owners

Ordinary dividends paid

-

-

(5,339)

-Β 

-Β 

(5,339)

-Β 

(5,339)

Share-based compensation expense

-

-

497Β 

-Β 

-Β 

497Β 

-Β 

497Β 

Purchase of shares

-

-

-Β 

-Β 

(930)

(930)

-Β 

(930)

Arising on the issue of shares

-

-

-Β 

-Β 

-Β 

-Β 

-Β 

-Β 

-

-

(4,842)

-Β 

(930)

(5,772)

-Β 

(5,772)

Transfer on disposal of shares

-

-

(1,391)

-Β 

1,391Β 

-Β 

-Β 

-Β 

At 30 June 2012

12,481

24,924

96,674Β 

4,305Β 

(1,220)

137,164Β 

571Β 

137,735Β 

Six months ended 30 June 2011

Capital

Attributable to equity holders of parent

Share

Share

Retained

Other

Treasury

Total

Non controlling

Total

capital

premium

earnings

reserves

shares

shareholders

interests

equity

equity

Β£000

Β£000

Β£000

Β£000

Β£000

Β£000

Β£000

Β£000

At 1 January 2011

12,466

24,700

75,146Β 

6,032Β 

(579)

117,765Β 

-

117,765Β 

Profit for the period

-

-

11,304Β 

-Β 

-Β 

11,304Β 

-

11,304Β 

Other comprehensive income for the period

-

-

539Β 

1,399Β 

-Β 

1,938Β 

10

1,948Β 

Contributions by and distributions to owners

Ordinary dividends paid

-

-

(4,823)

-Β 

-Β 

(4,823)

-

(4,823)

Gain on disposal of interest in joint ventures

-

-

72Β 

-Β 

-Β 

72Β 

-

72Β 

Share-based compensation expense

-

-

516Β 

-Β 

-Β 

516Β 

-

516Β 

Purchase of shares

-

-

-Β 

-Β 

(136)

(136)

-

(136)

Arising on the issue of shares

15

224

-Β 

-Β 

-Β 

239Β 

-

239Β 

15

224

(4,235)

-Β 

(136)

(4,132)

-

(4,132)

Transfer on disposal of shares

-

-

(347)

-Β 

347Β 

-Β 

-

-Β 

At 30 June 2011

12,481

24,924

82,407Β 

7,431Β 

(368)

126,875Β 

10

126,885Β 

Β 

Other reserve movements

Translation

Hedging

Total

reserve

reserve

Β£000

Β£000

Β£000

At 1 January 2012

7,207Β 

(2,465)

4,742Β 

Other comprehensive income in the period

(387)

(50)

(437)

At 30 June 2012

6,820Β 

(2,515)

4,305Β 

At 1 January 2011

7,685Β 

(1,653)

6,032Β 

Other comprehensive income in the period

1,588Β 

(189)

1,399Β 

At 30 June 2011

9,273Β 

(1,842)

7,431Β 

NOTES TO THE CONDENSED CONSOLIDATED STATEMENTS

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1 Basis of preparation

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James Fisher and Sons plc (the Company) is a limited liability company incorporated and domiciled in England and Wales and whose shares are listed on the London Stock Exchange. The condensed consolidated interim financial statements of the Company for the six months ended 30 June 2012 comprise the Company and its subsidiaries (together referred to as the Group) and the Group's interests in jointly controlled entities.

Β 

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

Β 

The Group meets its day to day working capital requirements through operating cash flows, with borrowings in place to fund acquisitions and capital expenditure. Movements on the Group's overall net debt position are shown in note 5. The Group also has Β£43,449,000 of undrawn committed facilities. This includes Β£7,769,000 of facilities which expire on 11 August 2012.

Β 

The Group has two Β£20,000,000 revolving credit facilities due for renewal in 2013, both of which end on 31 January 2013. The Group had drawn down Β£5,000,000 of these facilities at 30 June 2012. Renewal negotiations will be opened with the banks in due course and the Group has not sought any written commitment that the facilities will be renewed. However, the Group has held discussions with its bankers about its future borrowing needs and no matters have been drawn to its attention to suggest the renewals would not be forthcoming on acceptable terms.

Β 

The consolidated financial statements of the Group for the year ended 31 December 2011 are available upon request from the Company's registered office at Fisher House, PO Box 4, Barrow-in-Furness, Cumbria LA14 1HR or at www.james-fisher.co.uk.

Β 

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

Β 

Statement of compliance

Β 

The condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standard (IFRS) IAS 34 "Interim Financial Reporting" as adopted by the European Union (EU). As required by the Disclosure and Transparency Rules of the Financial Services Authority, the condensed consolidated set of financial statements has been prepared applying the accounting policies and presentation that were applied in the preparation of the Company's published consolidated financial statements for the year ended 31 December 2011 with the exceptions described below. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2011.

Β 

The comparative figures for the financial year ended 31 December 2011 are not the Company's statutory accounts for that financial year. Those accounts which were prepared under International Financial Reporting Standards (IFRS) as adopted by the EU (adopted IFRS), have been reported on by the Company's auditors and delivered to the Registrar of companies. The report of the auditors was (i) unqualified; (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

Β 

The interim report was approved for issue by the Board of Directors on 20 August 2012.

Β 

Significant accounting policies

Β 

The accounting policies applied by the Group in these condensed consolidated financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2011.

Β 

2 Accounting estimates and judgements

Β 

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

Β 

The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements and for the year ended 31 December 2011.

3 Segmental information

Β 

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

Β 

Specialist Technical Services - includes the hire and sale of large scale pneumatic fenders and ship to ship transfer services, the design and supply of systems for monitoring strains and stress in structures and equipment and non-destructive testing, decommissioning and remote operations and monitoring services predominantly to the nuclear industry.

Β 

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

Β 

Defence - provision of marine services to the Ministry of Defence (MoD) and other navies including UK submarine rescue services, maintenance, asset management and consultancy services, a joint venture which provides military strategic sealift capability via its operation of six roll-on-roll-off vessels for the MoD, and a joint venture which provides submarine rescue services to the Government of Singapore.

Β 

Marine Oil Services - engaged in the sea transportation of clean petroleum products in North West Europe.

Β 

The Board assesses the performance of the segments based on operating profit before central common costs, acquisition costs and amortisation of acquired intangible assets but after the Group's share of the post tax results of associates and joint ventures. The Board believes that such information is the most relevant in evaluating the results of certain segments relative to other entities which operate within these industries. The income statement and segmental analysis for June 2011 has been restated to include amortisation related to acquired intangibles to be consistent with that presented at 31 December 2011. Inter segmental sales are made using prices determined on an arms length basis.

Β 

Six months ended

30 June 2012

Specialist

Offshore Oil

Defence

Marine

Corporate

Total

Technical

Services

Oil

Services

Β£000

Β£000

Β£000

Β£000

Β£000

Β£000

Revenue

Segmental revenue

107,108Β 

38,632Β 

14,468Β 

31,209Β 

-Β 

191,417Β 

Inter segment sales

(2,656)

(269)

(179)

-Β 

-Β 

(3,104)

Group revenue

104,452Β 

38,363Β 

14,289Β 

31,209Β 

-Β 

188,313Β 

Underlying operating profit

10,611Β 

7,842Β 

1,948Β 

1,189Β 

(1,488)

20,102Β 

Amortisation of acquired intangibles

(50)

(69)

-Β 

-Β 

-Β 

(119)

Profit from operations including results

10,561Β 

7,773Β 

1,948Β 

1,189Β 

(1,488)

19,983Β 

of associates and joint ventures

Finance income

146Β 

Finance costs

(3,168)

Profit before tonnage and income tax

16,961Β 

Tonnage and income tax

(3,203)

Profit attributable to equity holders

13,758Β 

Share of post tax results of

joint ventures

787Β 

-Β 

1,252Β 

-Β 

-Β 

2,039Β 

Capital expenditure

Property, plant and equipment

3,765Β 

5,437Β 

81Β 

1,142Β 

4Β 

10,429Β 

3 Segmental information (continued)

Β 

Six months ended

30 June 2011

Specialist

Offshore Oil

Defence

Marine

Corporate

Total

Technical

Services

Oil

Services

Β£000

Β£000

Β£000

Β£000

Β£000

Β£000

Revenue

Segmental revenue

69,543Β 

33,276Β 

13,100Β 

35,033Β 

-Β 

150,952Β 

Inter segment sales

(2,924)

(18)

(54)

-Β 

-Β 

(2,996)

Group revenue

66,619Β 

33,258Β 

13,046Β 

35,033Β 

-Β 

147,956Β 

Underlying operating profit

9,138Β 

5,901Β 

2,733Β 

870Β 

(1,505)

17,137Β 

Amortisation of acquired intangibles

(62)

(70)

-Β 

-Β 

-Β 

(132)

Profit from operations including results

9,076Β 

5,831Β 

2,733Β 

870Β 

(1,505)

17,005Β 

of associates and joint ventures

Finance income

109Β 

Finance costs

(3,188)

Profit before tonnage and income tax

13,926Β 

Tonnage and income tax

(2,622)

Profit attributable to equity holders

11,304Β 

Share of post tax results of

joint ventures

982Β 

-Β 

1,800Β 

-Β 

-Β 

2,782Β 

Capital expenditure

Property, plant and equipment

818Β 

5,884Β 

88Β 

612Β 

4Β 

7,406Β 

Β 

Year ended

31 December 2011

Specialist

Offshore Oil

Defence

Marine

Corporate

Total

Technical

Services

Oil

Services

Β£000

Β£000

Β£000

Β£000

Β£000

Β£000

Revenue

Segmental revenue

146,521Β 

71,580Β 

29,271Β 

66,805Β 

-

314,177Β 

Inter segment sales

(5,077)

(369)

(1,107)

-Β 

-

(6,553)

Group revenue

141,444Β 

71,211Β 

28,164Β 

66,805Β 

-

307,624Β 

Underlying operating profit

19,792Β 

12,783Β 

5,490Β 

1,145Β 

(3,077)

36,133Β 

Amortisation of acquired intangibles

(113)

(141)

-Β 

-Β 

-

(254)

Profit from operations including results

19,679Β 

12,642Β 

5,490Β 

1,145Β 

(3,077)

35,879Β 

of associates and joint ventures

Finance income

322Β 

Finance costs

(6,450)

Profit before tonnage and income tax

29,751Β 

Tonnage and income tax

(5,634)

Profit attributable to equity holders

24,117Β 

Share of post tax results of

joint ventures

2,086Β 

-Β 

3,599Β 

-Β 

-

5,685Β 

Capital expenditure

Property, plant and equipment

4,146Β 

11,110Β 

192Β 

1,506Β 

181

17,135Β 

Β 

Β 

4 Retirement benefit obligations

Β 

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

2012

2011

2011

Six months ended

Six months ended

Year ended

30 June

30 June

31 December

Β£000

Β£000

Β£000

As at 1 January

(30,133)

(29,786)

(29,786)

Expense recognised in the income statement

(603)

(759)

(678)

Movements on exchange

1Β 

(1)

(4)

Contributions paid to scheme

2,490Β 

2,255Β 

4,462Β 

Actuarial loss

(1,521)

(881)

(4,127)

At period end

(29,766)

(29,172)

(30,133)

The Group's assets and liabilities in respect of its pension schemes at 30 June 2012 were as follows:

2012

2011

2011

Six months ended

Six months ended

Year ended

30 June

30 June

31 December

Β£000

Β£000

Β£000

Liabilities

Shore Staff pension scheme

(11,338)

(9,644)

(10,840)

MNOPF pension scheme

(18,351)

(19,496)

(19,219)

Scantech Produkt pension scheme

(77)

(32)

(74)

(29,766)

(29,172)

(30,133)

Β 

The Group now operates one defined benefit scheme and has an obligation in respect of the funding deficit of the Merchant Navy Officers' Pension Fund (MNOPF).

Β 

The last full actuarial valuation was performed on the Shore Staff scheme at 1 August 2010. This has been rolled forward to 30 June 2012 and has been incorporated in the interim report. An actuarial loss of Β£1,182,000 (2011: Β£943,000) has been recognised during the period and is reported in the statement of comprehensive income together with related deferred tax movements. The movements on the actuarial deficit have arisen largely from changes in the inflation assumptions, movements in the value of investments and changes in the discount rate applied to the pension liability.

Β 

The deficit relating to the MNOPF pension scheme has decreased as a result of contributions paid. The Group has agreed a payment schedule which will result in this liability being discharged over a ten year period with payments commencing 30 September 2010. An actuarial loss of Β£339,000 (2011: gain of Β£62,000) has been recognised during the period and is reported in the statement of comprehensive income together with related deferred tax movements.

Β 

Details of changes in the key actuarial assumptions since 31 December 2011 are shown below.

Β 

2012

2011

Six months ended

Year ended

30 June

31 December

%

%

Inflation

2.85

3.00

Rate of increase of pensions in payment - Shore Staff

2.70-2.85

2.60-3.00

Discount rate for scheme liabilities

4.55

5.05

Β 

Β 

Β 

Β 

Β 

Β 

Β 

5 Reconciliation of net debt

Β 

1 January

Cash

Other

Exchange

30 June

2012

flow

non cash

movement

2012

Β£000

Β£000

Β£000

Β£000

Β£000

Cash in hand and at bank

13,575Β 

13,166Β 

-Β 

(264)

26,477Β 

Cash and cash equivalents

13,575Β 

13,166Β 

-Β 

(264)

26,477Β 

Debt due after 1 year

(103,083)

-Β 

(818)

(94)

(103,995)

Debt due within 1 year

(8,490)

(12,948)

494Β 

91Β 

(20,853)

(111,573)

(12,948)

(324)

(3)

(124,848)

Finance leases

(795)

200Β 

-Β 

4Β 

(591)

Net debt

(98,793)

418Β 

(324)

(263)

(98,962)

1 January

Cash

Other

Exchange

30 June

2011

flow

non cash

movement

2011

Β£000

Β£000

Β£000

Β£000

Β£000

Cash in hand and at bank

16,590Β 

(4,591)

-Β 

696Β 

12,695Β 

Cash and cash equivalents

16,590Β 

(4,591)

-Β 

696Β 

12,695Β 

Debt due after 1 year

(110,876)

-Β 

1,228Β 

(349)

(109,997)

Debt due within 1 year

(4,823)

(980)

(1,504)

-Β 

(7,307)

(115,699)

(980)

(276)

(349)

(117,304)

Finance leases

(1,220)

212Β 

-Β 

(23)

(1,031)

Net debt

(100,329)

(5,359)

(276)

324Β 

(105,640)

1 January

Cash

Other

Exchange

31 December

2011

flow

non cash

movement

2011

Β£000

Β£000

Β£000

Β£000

Β£000

Cash in hand and at bank

16,590Β 

(2,531)

-Β 

(484)

13,575Β 

Cash and cash equivalents

16,590Β 

(2,531)

-Β 

(484)

13,575Β 

Debt due after 1 year

(110,876)

-Β 

7,830Β 

(37)

(103,083)

Debt due within 1 year

(4,823)

4,714Β 

(8,380)

(1)

(8,490)

(115,699)

4,714Β 

(550)

(38)

(111,573)

Finance leases

(1,220)

423Β 

-Β 

2Β 

(795)

Net debt

(100,329)

2,606Β 

(550)

(520)

(98,793)

Β 

6 Taxation

Β 

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

Β 

The effective income tax on underlying profit provided in the period is 18.9% (30 June 2011: 19.0%, 31 December 2011: 19.0%). The effective rate on profit before income and tonnage tax from continuing operations is 18.9% (30 June 2011: 18.8%, 31 December 2011: 19.1%) based on the estimated effective tax rate for the twelve months to 31 December 2011. Of the total tax charge Β£1,634,000 relates to overseas businesses (2011: Β£1,246,000).

Β 

On 21 March 2012 the Chancellor announced the reduction in the main rate of UK corporation tax to 24 per cent with effect from 1 April 2012. This change became substantively enacted on 26 March 2012 and therefore the effect of the rate reduction creates a reduction in the deferred tax assets and liabilities which has been included in the figures above.

Β 

The Chancellor also proposed changes to further reduce the main rate of corporation tax by one per cent per annum to 22 per cent by 1 April 2014, but these changes had not been substantively enacted by 30 June 2012 and therefore are not included in the figures above. It has not been possible to quantify the full anticipated effect of the announced further two per cent rate reduction, although this will further reduce the Group's future current tax charge and reduce the Group's deferred tax assets and liabilities.

Β 

Β 

Β 

7 Earnings per share

Β 

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

Β 

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

Β 

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

Weighted average number of shares

30 June 2012

30 June 2011

31 December 2011

Number of

Number of

Number of

shares

shares

shares

For basic earnings per Ordinary share*

49,651,068

49,787,032

49,777,165

Exercise of share options and LTIPs

338,964

488,920

425,687

For diluted earnings per Ordinary share

49,990,032

50,275,952

50,202,852

Β 

* Excludes 212,623 (June 2011: 72,930; December 2011: 329,615) shares owned by the James Fisher and Sons plc Employee Share Ownership Trust.

Β 

No shares were issued during the period. 62,136 Ordinary shares of 25p were allotted on the exercise of share options in the period to 30 June 2011 for an aggregate cash consideration of Β£239,000.

Β 

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

2012

2011

2011

Six months ended

Six months ended

Year ended

30 June

30 June

31 December

Β£000

Β£000

Β£000

Profit attributable to owners of the Company

13,102

11,294

24,091

Amortisation of acquired intangibles net of tax

87

98

182

Adjusted profit attributable to owners of the Company

13,189

11,392

24,273

Basic earnings per share on profit from operations

26.4

22.7

48.4

Diluted earnings per share on profit from operations

26.2

22.5

48.0

Adjusted basic earnings per share on profit from operations

26.6

22.9

48.8

Adjusted diluted earnings per share on profit from operations

26.4

22.7

48.4

Β 

8 Interim dividend

Β 

The interim dividend of 5.87p (2011: 5.34p) per Ordinary share is payable on 1 November 2012 to those shareholders on the register of the Company at the close of business on 5 October 2012. The dividend recognised in the statement of movements in equity is the final dividend for 2011 of 10.74p paid on 11 May 2012.

Β 

9 Commitments and contingencies

Β 

As at 30 June 2012 the Group had capital commitments of Β£3,746,000 (2011: Β£3,503,000). There have been no significant changes to the contingent liabilities set out in the annual report.

Β 

10 Principal risks and uncertainties

Β 

The Group has policies, processes and systems in place to help identify, evaluate and manage risks at all levels throughout the organisation. Certain key risks, because of their size, likelihood and severity are reviewed regularly by the Board to ensure that appropriate action is taken to eliminate, reduce or mitigate where possible, significant risks that can lead to financial loss, harm to reputation or business failure. The principal risks and uncertainties faced by the Group that could impact the second half can be found in the Company's Annual Report on page 11, as supplemented by the contingent liability note above.

Β 

11 Related parties

Β 

There have been no significant changes in the nature and size of related party transactions in the period ended 30 June 2012 from that disclosed in the 2011 Annual Report.

Β 

Independent review report to James Fisher and Sons Plc

Β 

Introduction

We have been engaged by the company to review the condensed set of financial statements in the interim financial report for the six months ended 30 June 2012 which comprises the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated balance sheet, the condensed consolidated cash flow statement, the condensed consolidated statement of movements in equity and the related explanatory notes. We have read the other information contained in the interim financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

Β 

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

Β 

Directors' responsibilities

The interim financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim financial report in accordance with the DTR of the UK FSA.

Β 

The annual financial statements of the group are prepared in accordance with IFRSs as adopted by the EU. The condensed set of financial statements included in this interim financial report has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.

Β 

Our responsibility

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

Β 

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Β 

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim financial report for the six months ended 30 June 2012 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the DTR of the UK FSA.

Β 

Β 

Jonathan Hurst

for and on behalf of KPMG Audit Plc

Chartered Accountants

St James Square, Manchester, M2 6DS

20 August 2012Β 

Β 

Β 

This information is provided by RNS
The company news service from the London Stock Exchange
Β 
END
Β 
Β 
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