Last checked at 23 Aug 2011 07:00
23 August 2011
James Fisher and Sons plc
Half Year Results 2011
James Fisher and Sons plc ("James Fisher"), the leading marine service provider, announces its results for the six months to 30 June 2011.
HY 2011 | HY 2010 | Change | |
Group revenue | £148.0m | £131.6m | + 12% |
Underlying operating profit * | £17.4m | £16.0m | + 9% |
Underlying profit before tax * | £14.3m | £13.6m | + 5% |
Underlying diluted earnings per share * | 23.0p | 21.4p | + 8% |
Interim dividend per share | 5.34p | 5.04p | + 6% |
Statutory profit before tonnage and income tax | £13.9m | £13.0m | + 7% |
Statutory diluted earnings per share | 22.5p | 20.3p | + 11% |
* before costs of acquisitions and intangible amortisation
Highlights
·; Encouraging revenue growth of 12% to £148m
·; Specialist mooring and ship to ship oil transfer markets remained strong, particularly in Asia and Africa
·; 26% profit growth in Offshore Oil with all geographies contributing
·; 29% revenue growth in Defence, reflecting the growing success of Subsea activities
·; Improvements in Marine Oil in Q2 and agreed sale of mv Audacity for £2.4m
·; Strong cash flow with financial gearing reduced to 83% (HY 2010: 97%)
Commenting on the results, Chairman, Tim Harris, said:
"These encouraging results confirm the effectiveness of the Company's strategy of taking UK based skills and applying them in the vast and fast growth marine service markets of Asia and the developing world.
We are investing in those companies with the best record and prospects for organic growth and continue to track a number of interesting acquisition prospects. Our cash conversion is strong and with a reasonable level of gearing, we have the ability to invest further in bolt-on acquisitions to strengthen our existing operations.
Trading in the second half to date has been to management expectations and we are well placed to provide further growth and value for our shareholders."
For further information
James Fisher and Sons plc | Tim Harris Nick Henry Stuart Kilpatrick | Chairman Chief Executive Officer Group Finance Director | 020 7614 9508 |
Financial Dynamics | Richard Mountain Sophie Moate | 020 7269 7291 |
James Fisher and Sons plc (James Fisher)
Half Yearly Results for the six months ended 30 June 2011
Chairman's Statement
H1 2011
Introduction
The result for the first half of 2011 was encouraging with revenue up 12% to £148 million, underlying operating profit up 9% to £17.4m and adjusted earnings per share up 8% to 23.0p, all compared to H1 2010. Cash flow was strong despite the customary build up in working capital in the busy summer months, with cash generation at 86% and financial gearing reduced to 83% compared to 97% at the half year in 2010. The interim dividend per share has been increased by 6% to 5.34p.
Strategy
James Fisher is the UK's leading marine service company and its strategy is consistent and straightforward - to use its rare marine service skill set to grow niche marine service businesses focused on the global marine sector, particularly in Asia and the other developing markets. This formula has worked well with a strong record of revenue and earnings growth.
A new and positive feature is that Group companies are increasingly working together around the world sharing facilities and bidding together for marine service contracts. We are strengthening our central business development team to take advantage of this trend which underlines a growing complementarity between many of the Group companies' activities as they expand overseas.
Specialist Technical
H1 2011 divisional result £9.3m - H1 2010 £9.9m
As anticipated, the exceptionally strong oil contango market in H1 2010 did not recur in 2011, resulting in a reduction in profit for this division. In other areas, our specialist mooring and ship to ship oil transfer markets remained strong and growing, particularly in Asia and Africa. In H1 2011, a number of larger projects and contracts were secured and delivered at lower margins due to a higher proportion of sub-contract work. During the first half we integrated Strainstall's marine activities into Fendercare so they can benefit from Fendercare's worldwide sales presence. The Australian acquisitions made in 2010 have now settled in and are performing ahead of expectations. Our nuclear business had a challenging first half but it enters the second half with a much stronger order book.
Offshore Oil
H1 2011 divisional result £5.9m - H1 2010 £4.7m
The 26% profit improvement was the result of two factors - an improvement in activity levels in both the Norwegian and UK sectors of the North Sea and, equally importantly, the growth of our operations in the new oil producing sectors of the world. The strong underlying demand for oil should underpin this improvement as the general level of offshore oil activity has picked up significantly this year, with projects that are likely to continue for some time to come.
We continue to invest capital to grow our global activities outside Europe to foster organic growth. We have integrated RigCool, which we bought in H2 2010, into Scan Tech Air Supply with which it has both marketing and operational synergies. This resulted in some modest one-off costs in H1 2011 and we are already beginning to see the benefits coming through.
Defence
H1 2011 divisional result £2.7m - H1 2010 £2.3m
Divisional revenue grew by 29% to £13.0m between H1 2011 and H1 2010, reflecting the growing success of our Subsea activities. In May we announced a £11m contract for a comprehensive modernisation of the Swedish Navy's submarine rescue vehicle known locally as 'URF', demonstrating James Fisher's leadership in the global submarine rescue market. We have also been winning and delivering smaller, submarine related projects which have helped both activity and profitability.
We are continuing to invest substantially in sales and business development to grow our Subsea activities with two main goals. First, to build on our world leading position, to track and win the submarine rescue systems opportunities as they arise. Secondly, to broaden our product range to swimmer delivery systems with defence capabilities, a spin-off for which we have received considerable interest.
In contrast to our Subsea activities which are growing fast and about which we are most confident, we have made little progress in achieving further surface specialist ship outsourcing. So far the Government has appeared to favour other targets when setting its priorities.
Marine Oil
H1 2011 divisional result £0.9m - H1 2010 £0.6m
After a poor first quarter, there was a modest improvement in the period leading up to the half year. This division is that most affected by the sluggishness of the UK and Irish economies. The challenges have been twofold - firstly that the demand for refined petroleum products has been at best flat and secondly that our exposure to spot market cargoes has been too high. Our policy is to reduce our fleet so that it matches our contract cover and to that end, in July, we agreed terms for the sale of mv Audacity (3,000 tonnes) for £2.4 million and the cessation of the bareboat charter for and subsequent sale of mv Pembroke Fisher (15,000 tonnes). Although the net effect of these two transactions is likely to be a book loss of c £600,000, they should result in better fleet utilisation.
Marine Oil now accounts for a declining share of the Company's net assets which is currently 18%. However, we enjoy a substantial contract cover from blue chip customers, its cash generation from the division is good - £4.9m in H1 2011 despite poor profit performance - and its profits are effectively tax free under the tonnage tax provisions. Finally, the overcapacity that has so disrupted European spot rates since the 2008 financial crisis is gradually working its way through and there has been a modest improvement in spot rates.
Board and staff
Anthony Cooke, the Senior Non Executive Director, will be retiring from the Board at the end of the year after ten years service as a director. I would like to thank Anthony for his wisdom, advice and humour over ten productive years during which the share price has increased over five times despite the worst economic crisis since the War. Charles Rice, who joined the Board in 2004, will replace Anthony as Senior Non Executive Director and Malcolm Paul, who joined the Board in February 2011, will replace him as Chairman of the Audit Committee.
The Company continues to grow quickly and I would like to thank all the staff and most particularly the managers who have made this happen. A service business is inherently one in which people make the critical difference and James Fisher is fortunate to have so many talented and committed staff. Their contribution is greatly appreciated.
Outlook
The first half result confirms the effectiveness of the Company's strategy of taking UK based skills and applying them in the vast and fast growing marine service markets of Asia and the developing world. It is also encouraging that two of the problems noted in last year's results have shown improvement - the recovery in offshore activity and the prospects for our nuclear business.
The Specialist Technical division has often led the Group's expansion into new global markets. The other divisions are following and we now have joint presences in Singapore, the Middle East, Angola, Australia and Brazil. We expect this process which underpins our growth plans to continue and deepen.
In Offshore Oil, the anticipated improvement in the North Sea markets has now fed through into the financial results and we expect this to continue. Our expansion worldwide, particularly through Scan Tech Air Supply and RMSpumptools, is ongoing and represents a proven source of organic growth.
The Subsea operations of our Defence division are growing fast as we benefit from the credibility built up since the rescue of the seven Russian submariners in 2005 and the successful delivery and operation of a number of submarine rescue systems worldwide. It is noteworthy that we are now branching out into other forms of defence related swimmer delivery vehicles which have the potential to make this division much larger.
Growth on the surface ship side has been slow, although Foreland represents a steady stream of cash and profit. However there is uncertainty, as we commented last year, as to the rate at which two of its roll-on, roll-off vessels, whose charters come up for renewal in 2012, will be fixed.
We are investing capital in those companies with the best record and prospects for organic growth and continue to track a number of interesting acquisition prospects. Our cash conversion is strong and with a reasonable level of gearing, we have the ability to invest further in bolt-on acquisitions to strengthen our existing operations.
Trading in the second half to date has been to management expectations and we are well placed to provide further growth and value for our shareholders.
Tim Harris
22 August 2011
Directors' Responsibilities
We confirm to the best of our knowledge:
The half yearly financial report has been prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the European Union.
The interim management report includes a fair review of the information required by:
(a) DTR 4.2.7R of the "Disclosure and Transparency Rules", being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
(b) DTR 4.2.8R of the "Disclosure and Transparency Rules", being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during the period; and any changes in the related party transactions described in the last annual report that could do so.
T C Harris
Chairman
S C Kilpatrick
Group Finance Director
For and on behalf of the Board of Directors
CONDENSED CONSOLIDATED HALF YEARLY INCOME STATEMENT
For the six months ended 30 June 2011
Notes | 6 months ended | 6 months ended | Year ended | |||||
30 June 2011 | 30 June 2010 | 31 December 2010 | ||||||
Restated | Restated | |||||||
(note 13) | (note 13) | |||||||
£000 | £000 | £000 | ||||||
Continuing operations | ||||||||
Revenue | 147,956 | 131,647 | 268,349 | |||||
Cost of sales | (129,638) | (114,600) | (233,052) | |||||
Gross profit | 18,318 | 17,047 | 35,297 | |||||
Administrative expenses | (4,095) | (4,504) | (8,681) | |||||
Share of post tax results of associates and joint ventures | 2,782 | 2,881 | 4,680 | |||||
Operating profit | 17,005 | 15,424 | 31,296 | |||||
Analysis of operating profit: | ||||||||
Underlying operating profit | 17,363 | 15,962 | 32,483 | |||||
Acquisition costs | - | (493) | (1,010) | |||||
Intangible amortisation | (358) | (45) | (177) | |||||
Finance income | 109 | 129 | 256 | |||||
Finance costs | (3,188) | (2,514) | (5,611) | |||||
Profit before tonnage and income tax | 13,926 | 13,039 | 25,941 | |||||
Analysis of profit before tonnage and income tax: | ||||||||
Underlying profit before tax | 14,284 | 13,577 | 27,128 | |||||
Acquisition costs | - | (493) | (1,010) | |||||
Intangible amortisation | (358) | (45) | (177) | |||||
Tonnage tax | (13) | (15) | (24) | |||||
Income tax (including overseas taxation of £1,246,000; 2010 £1,342,000) | 8 | (2,609) | (2,875) | (6,085) | ||||
Total tonnage and income tax | (2,622) | (2,890) | (6,109) | |||||
Profit for the period | 11,304 | 10,149 | 19,832 | |||||
Profit for the period | ||||||||
Profit attributable to : | ||||||||
Equity holders of the parent | 11,294 | 10,149 | 19,832 | |||||
Non controlling interests | 10 | - | - | |||||
11,304 | 10,149 | 19,832 | ||||||
Earnings per share | ||||||||
pence | pence | pence | ||||||
Basic | 11 | 22.7 | 20.4 | 39.9 | ||||
Diluted | 11 | 22.5 | 20.3 | 39.7 | ||||
Dividends | ||||||||
Paid or approved by shareholders in the period | ||||||||
Final dividend | 9.68 | 8.80 | 8.80 | |||||
Interim dividend | - | - | 5.04 | |||||
9.68 | 8.80 | 13.84 | ||||||
Proposed but not accrued | ||||||||
Final dividend | - | - | 9.68 | |||||
Interim dividend | 5.34 | 5.04 | - | |||||
5.34 | 5.04 | 9.68 | ||||||
CONDENSED CONSOLIDATED HALF YEARLY STATEMENT OF COMPREHENSIVE INCOME
For the six months ended 30 June 2011
Note | 6 months ended | 6 months ended | Year ended | |||||
30 June 2011 | 30 June 2010 | 31 December 2010 | ||||||
£000 | £000 | £000 | ||||||
Profit for the period | 11,304 | 10,149 | 19,832 | |||||
Other comprehensive income | ||||||||
Exchange differences on translation of foreign operations | 1,588 | 1,190 | 2,786 | |||||
Exchange gains transferred to income statement on disposal of subsidiary assets | - | 2 | 2 | |||||
Effective portion of changes in fair value of cash flow hedges | 273 | (1,984) | (1,577) | |||||
Effective portion of changes in fair value of cash flow hedges | ||||||||
in associates and joint ventures | (280) | 72 | 429 | |||||
Net change in fair value of cash flow hedges transferred to | ||||||||
profit or loss | (182) | 646 | 455 | |||||
Defined benefit plan actuarial losses | 5 | (881) | (15,645) | (9,749) | ||||
Income tax on other comprehensive income | 9 | 1,430 | 4,294 | 4,125 | ||||
Other comprehensive income for the period, net of income tax | 1,948 | (11,425) | (3,529) | |||||
Total comprehensive income for the period attributable to equity holders | 13,252 | (1,276) | 16,303 | |||||
Attributable to: | ||||||||
Equity holders of the parent | 13,242 | (1,276) | 16,303 | |||||
Non controlling interests | 10 | - | - | |||||
13,252 | (1,276) | 16,303 | ||||||
CONDENSED CONSOLIDATED HALF YEARLY BALANCE SHEET
At 30 June 2011
30 June 2011 | 30 June 2010 | 31 December 2010 | |||||
Note | £000 | £000 | £000 | ||||
Assets | |||||||
Non current assets | |||||||
Goodwill and other intangible assets | 90,036 | 83,573 | 89,274 | ||||
Property, plant and equipment | 4 | 105,878 | 95,157 | 104,683 | |||
Investment in associates and joint ventures | 11,095 | 10,680 | 11,693 | ||||
Financial assets | 1,370 | 1,370 | 1,370 | ||||
Deferred tax assets | 3,295 | 3,700 | 3,689 | ||||
211,674 | 194,480 | 210,709 | |||||
Current assets | |||||||
Inventories | 38,999 | 32,589 | 32,583 | ||||
Trade and other receivables | 77,540 | 60,851 | 61,416 | ||||
Derivative financial instruments | 9 | 88 | 3 | ||||
Cash and short term deposits | 7 | 12,695 | 14,668 | 16,590 | |||
129,243 | 108,196 | 110,592 | |||||
Total assets | 340,917 | 302,676 | 321,301 | ||||
Equity and liabilities | |||||||
Capital and reserves | |||||||
Called up share capital | 10 | 12,481 | 12,457 | 12,466 | |||
Share premium | 24,924 | 24,593 | 24,700 | ||||
Treasury shares | (368) | (579) | (579) | ||||
Other reserves | 7,431 | 3,863 | 6,032 | ||||
Retained earnings | 82,407 | 61,388 | 75,146 | ||||
Shareholders' equity | 126,875 | 101,722 | 117,765 | ||||
Non controlling interests | 10 | - | - | ||||
Total equity | 126,885 | 101,722 | 117,765 | ||||
Non current liabilities | |||||||
Other payables | 745 | 693 | 831 | ||||
Retirement benefit obligations | 5 | 29,172 | 36,933 | 29,786 | |||
Cumulative preference shares | 100 | 100 | 100 | ||||
Loans and borrowings | 110,500 | 104,866 | 111,573 | ||||
Deferred tax liabilities | 786 | 712 | 604 | ||||
141,303 | 143,304 | 142,894 | |||||
Current liabilities | |||||||
Trade and other payables | 59,084 | 42,815 | 45,695 | ||||
Current tax | 4,791 | 5,185 | 8,490 | ||||
Derivative financial instruments | 1,119 | 1,467 | 1,211 | ||||
Loans and borrowings | 7,735 | 8,183 | 5,246 | ||||
72,729 | 57,650 | 60,642 | |||||
Total liabilities | 214,032 | 200,954 | 203,536 | ||||
Total equity and liabilities | 340,917 | 302,676 | 321,301 | ||||
CONDENSED CONSOLIDATED HALF YEARLY STATEMENT OF CASH FLOW
For the six months ended 30 June 2011
6 months ended | 6 months ended | Year ended | ||||||||
Notes | 30 June 2011 | 30 June 2010 | 31 December 2010 | |||||||
Restated | Restated | |||||||||
(note 13) | (note 13) | |||||||||
£000 | £000 | £000 | ||||||||
Profit before tax from continuing operations | 13,926 | 13,039 | 25,941 | |||||||
Adjustments to reconcile profit before tax to net cash flows | ||||||||||
Depreciation | 6,475 | 5,251 | 11,336 | |||||||
Acquisition costs and amortisation of intangibles | 358 | 538 | 1,187 | |||||||
Profit on sale of property, plant and equipment | (68) | (454) | (389) | |||||||
Loss on disposal of trade and assets of subsidiary | - | 15 | 15 | |||||||
Profit on ship disposals | - | (209) | (223) | |||||||
Finance income | (109) | (129) | (256) | |||||||
Finance expense | 3,188 | 2,514 | 5,611 | |||||||
Exchange (gain)/loss on loans | (220) | 402 | (50) | |||||||
Share of profits of associates and joint ventures | (2,782) | (2,881) | (4,680) | |||||||
Share based compensation | 515 | 456 | 1,309 | |||||||
Increase in trade and other receivables | (16,133) | (7,742) | (6,927) | |||||||
Increase in inventories | (6,416) | (1,857) | (1,850) | |||||||
Increase in trade and other payables | 14,148 | 5,523 | 6,211 | |||||||
Additional defined benefit pension scheme contributions | (2,251) | (1,672) | (3,856) | |||||||
Cash generated from operations | 10,631 | 12,794 | 33,379 | |||||||
Cash outflow from acquisition costs | - | (493) | (1,010) | |||||||
Income tax payments | (4,210) | (2,572) | (4,261) | |||||||
Net cash from operating activities | 6,421 | 9,729 | 28,108 | |||||||
Investing activities | ||||||||||
Dividends from joint venture undertakings | 4,355 | 1,473 | 2,804 | |||||||
Proceeds from the sale of property, plant and equipment | 543 | 7,979 | 8,229 | |||||||
Finance income | 109 | 129 | 256 | |||||||
Acquisition of subsidiaries, net of cash acquired | - | (13,935) | (17,468) | |||||||
Proceeds from the sale of business | - | 13,698 | 13,698 | |||||||
Acquisition of property, plant and equipment | (7,936) | (12,504) | (23,729) | |||||||
Acquisition of investment in associates and joint ventures | (1,226) | (6) | (20) | |||||||
Development expenditure | (286) | (13) | (1,429) | |||||||
Net cash used in investing activities | (4,441) | (3,179) | (17,659) | |||||||
Financing activities | ||||||||||
Proceeds from the issue of share capital | 239 | 18 | 134 | |||||||
Preference dividend paid | (2) | (2) | (3) | |||||||
Finance cost | (2,617) | (2,464) | (4,735) | |||||||
Proceeds from other non-current borrowings | 13,451 | 38,960 | 33,425 | |||||||
Purchase less sale of own shares by ESOP | (136) | (180) | (180) | |||||||
Capital element of finance lease repayments | (212) | (51) | (195) | |||||||
Repayment of borrowings | (12,471) | (46,276) | (38,239) | |||||||
Dividends paid | (4,823) | (4,374) | (6,879) | |||||||
Net cash from financing activities | (6,571) | (14,369) | (16,672) | |||||||
Net decrease in cash and cash equivalents | (4,591) | (7,819) | (6,223) | |||||||
Cash and cash equivalents at beginning of period | 16,590 | 20,563 | 20,563 | |||||||
Effect of exchange rate fluctuations on cash held | 696 | 1,924 | 2,250 | |||||||
Cash and cash equivalents at end of period | 7 | 12,695 | 14,668 | 16,590 | ||||||
CONDENSED CONSOLIDATED HALF YEARLY STATEMENT OF MOVEMENTS IN EQUITY
For the six months ended 30 June 2011
For the 6 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 | ||||||||||||||||
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |||||||||
At 1 January 2011 | 12,466 | 24,700 | 75,146 | 6,032 | (579) | 117,765 | - | 117,765 | ||||||||
Profit for the period | - | - | 11,304 | - | - | 11,304 | - | 11,304 | ||||||||
Other comprehensive income for the period | - | - | 539 | 1,399 | - | 1,938 | 10 | 1,948 | ||||||||
Contributions by and distributions to owners | ||||||||||||||||
Ordinary dividends paid | - | - | (4,823) | - | - | (4,823) | - | (4,823) | ||||||||
Gain on disposal of interest in joint ventures | 72 | 72 | 72 | |||||||||||||
Share-based compensation expense | - | - | 516 | - | - | 516 | - | 516 | ||||||||
Purchase of shares | - | - | - | - | (136) | (136) | - | (136) | ||||||||
Arising on the issue of shares | 15 | 224 | - | - | - | 239 | - | 239 | ||||||||
15 | 224 | (4,235) | - | (136) | (4,132) | - | (4,132) | |||||||||
Transfer on disposal of shares | - | - | (347) | - | 347 | - | - | - | ||||||||
At 30 June 2011 | 12,481 | 24,924 | 82,407 | 7,431 | (368) | 126,875 | 10 | 126,885 | ||||||||
For the 6 months ended 30 June 2010 |
| |||||||||||||||
Capital | Attributable to equity holders of parent | |||||||||||||||
Share | Share | Retained | Other | Treasury | Total | Non controlling | Total | |||||||||
capital | premium | earnings | reserves | shares | shareholders | interests | equity | |||||||||
equity | ||||||||||||||||
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |||||||||
At 1 January 2010 | 12,456 | 24,576 | 66,877 | 3,937 | (768) | 107,078 | - | 107,078 | ||||||||
Profit for the period | - | - | 10,149 | - | - | 10,149 | - | 10,149 | ||||||||
Other comprehensive income for the period | - | - | (11,351) | (74) | - | (11,425) | (11,425) | |||||||||
Contributions by and distributions to owners | ||||||||||||||||
Ordinary dividends paid | - | - | (4,374) | - | - | (4,374) | - | (4,374) | ||||||||
Share-based compensation expense | - | - | 456 | - | - | 456 | - | 456 | ||||||||
Purchase of shares | - | - | - | (180) | (180) | - | (180) | |||||||||
Arising on the issue of shares | 1 | 17 | - | - | - | 18 | - | 18 | ||||||||
1 | 17 | (3,918) | - | (180) | (4,080) | - | (4,080) | |||||||||
Transfer on disposal of shares | - | - | (369) | - | 369 | - | - | - | ||||||||
At 30 June 2010 | 12,457 | 24,593 | 61,388 | 3,863 | (579) | 101,722 | - | 101,722 | ||||||||
Other reserve movements | |||||||||||||
Translation | Hedging | Total | |||||||||||
reserve | reserve | ||||||||||||
£000 | £000 | £000 | |||||||||||
At 1 January 2011 | 7,685 | (1,653) | 6,032 | ||||||||||
Other comprehensive income in the period | 1,588 | (189) | 1,399 | ||||||||||
At 30 June 2011 | 9,273 | (1,842) | 7,431 | ||||||||||
At 1 January 2010 | 4,897 | (960) | 3,937 | ||||||||||
Other comprehensive income in the period | 1,192 | (1,266) | (74) | ||||||||||
At 30 June 2010 | 6,089 | (2,226) | 3,863 | ||||||||||
NOTES TO THE CONDENSED CONSOLIDATED HALF YEARLY STATEMENTS
1 Basis of preparation
James Fisher and Sons Public Limited Company (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 half yearly financial statements of the Company as at and for the six months ended 30 June 2011 comprise the Company and its subsidiaries (together referred to as the Group) and the Group's interests in jointly controlled entities.
After making enquires, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly they continue to adopt the going concern basis in preparing the condensed consolidated financial statements.
The Group meets its day to day working capital requirements through operating cash flows, with borrowings in place to fund acquisitions and capital expenditure. Movements on the Group's overall net debt position are shown in note 7. The Group also has £24,500,000 of undrawn committed facilities. This includes £12,500,000 of facilities which expire on 30 November 2011 and are not being renewed.
The Group has two revolving credit facilities due for renewal in 2012; a £10,000,000 facility which ends on 11 August 2012 and a £20,000,000 facility which expires on 23 August 2012. These facilities are fully drawn down at 30 June 2011.The Group will open renewal negotiations with the banks in due course and 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.
The consolidated financial statements of the Group as at and for the year ended 31 December 2010 are available upon request from the Company's registered office at Fisher House, PO Box 4, Barrow-in-Furness, Cumbria LA14 1HR or at www.james-fisher.co.uk.
The half yearly financial information is presented in Sterling and all values are rounded to the nearest thousand pounds (£000) except when otherwise indicated.
Statement of compliance
The condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standard (IFRS) IAS 34 "Interim Financial Reporting" as adopted by the European Union (EU). As required by the Disclosure and Transparency Rules of the Financial Services Authority, the condensed consolidated set of financial statements has been prepared applying the accounting policies and presentation that were applied in the preparation of the Company's published consolidated financial statements for the year ended 31 December 2010 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 as at and for the year ended 31 December 2010.
The comparative figures for the financial year ended 31 December 2010 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.
The half yearly report was approved for issue by the Board of Directors on 22 August 2011.
Significant accounting policies
Except as described below, 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 2010.
During the period the Group has adopted the following new standards, amendments to standards and interpretations issued under IFRS:
Standards:
Amendments to:
IAS 24 Related Party Disclosures (revised 2009)
Improvements to IFRS 2010
Interpretations:
IFRIC 14 Prepayments of a Minimum Funding requirement
The adoption of these standards and interpretations had no impact on the Group other than those set out below.
Following the closure of its principal defined benefit scheme in 2010 the Group has reviewed its accounting for the cost of pensions. The charges to the income statement now relate mainly to the unwinding of the discount rate on the scheme liability and the return on investments. These elements are more similar to a financing cost than an operating expense in nature and consequently the Group has decided that these costs should be included as part of finance costs rather than operating profit where they have previously been reported. The impact of this change is explained in note 13.
Seasonality of operations
Although some of the Group's operations may sometimes be affected by seasonal factors such as general weather conditions, the Directors do not feel that this has a material effect on the performance of the Group when comparing the interim results to those achieved in the second half of the year.
2 Segmental information
Operating segments
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;
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.
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.
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 joint ventures which provides submarine rescue services to the Government of Singapore.
Marine Oil Services - engaged in the sea transportation of clean petroleum products in North West Europe.
The Board assesses the performance of the segments based on operating profit before central common costs, acquisition costs and amortisation of 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.
Inter segmental sales are made using prices determined on an arms length basis.
No individual customer accounted for more than 10% of external revenue in the periods included in these condensed consolidated financial statements.
Information on operating segments relating to 2010 has been revised to reflect the changes to accounting for pension costs referred to in note 1 above. Segmental information has also been revised to transfer the recognition of income relating to the service contract between James Fisher Everard and James Fisher Shipping Services from the Specialist Technical Services to Marine Oil Services. The effect for the period ended December 2010 is to increase the segmental profits attributable to the Specialist Technical Services by £299,000 for the period ended 30 June 2010 and £581,000 for the year ended 31 December 2010 and reduce the segmental profits attributable to Marine Oil Services by the same amount.
2 Segmental information (continued)
Six months ended | ||||||||||||
30 June 2011 | ||||||||||||
Specialist | Offshore Oil | Defence | Marine | Corporate | Total | |||||||
Technical | Services | Oil | ||||||||||
Services | Services | |||||||||||
£000 | £000 | £000 | £000 | £000 | £000 | |||||||
Revenue | ||||||||||||
Segmental revenue | 69,543 | 33,276 | 13,100 | 35,033 | - | 150,952 | ||||||
Inter segment sales | (2,924) | (18) | (54) | - | - | (2,996) | ||||||
Group revenue | 66,619 | 33,258 | 13,046 | 35,033 | - | 147,956 | ||||||
Underlying operating profit | 9,325 | 5,940 | 2,733 | 870 | (1,505) | 17,363 | ||||||
Acquisition costs | - | - | - | - | - | - | ||||||
Intangible amortisation | (249) | (109) | - | - | - | (358) | ||||||
Profit from operations including results of associates and joint ventures | - | |||||||||||
9,076 | 5,831 | 2,733 | 870 | (1,505) | 17,005 | |||||||
Finance income | 109 | |||||||||||
Finance costs | (3,188) | |||||||||||
Profit before tonnage and income tax | 13,926 | |||||||||||
Tonnage and income tax | (2,622) | |||||||||||
Profit for the period | 11,304 | |||||||||||
Share of post tax results of | ||||||||||||
associates and joint ventures | 982 | - | 1,800 | - | - | 2,782 | ||||||
Six months ended | ||||||||||||
30 June 2010 | ||||||||||||
Specialist | Offshore Oil | Defence | Marine | Corporate | Total | |||||||
Technical | Services | Oil | ||||||||||
Services | Services | |||||||||||
£000 | £000 | £000 | £000 | £000 | £000 | |||||||
Revenue | ||||||||||||
Segmental revenue | 60,855 | 25,600 | 10,169 | 37,150 | - | 133,774 | ||||||
Inter segment sales | (1,967) | (125) | (35) | - | - | (2,127) | ||||||
Group revenue | 58,888 | 25,475 | 10,134 | 37,150 | - | 131,647 | ||||||
Underlying operating profit | 9,894 | 4,685 | 2,327 | 555 | (1,499) | 15,962 | ||||||
Acquisition costs | (173) | (320) | - | - | - | (493) | ||||||
Intangible amortisation | (43) | (2) | - | - | - | (45) | ||||||
Profit from operations including results | - | |||||||||||
of associates and joint ventures | 9,678 | 4,363 | 2,327 | 555 | (1,499) | 15,424 | ||||||
Finance income | 129 | |||||||||||
Finance costs | (2,514) | |||||||||||
Profit before tonnage and income tax | 13,039 | |||||||||||
Tonnage and income tax | (2,890) | |||||||||||
Profit for the period | 10,149 | |||||||||||
Share of post tax results of | ||||||||||||
associates and joint ventures | 1,276 | - | 1,605 | - | - | 2,881 | ||||||
2 Segmental information (continued)
Year ended | ||||||||||||
31 December 2010 | ||||||||||||
Specialist | Offshore Oil | Defence | Marine | Corporate | Total | |||||||
Technical | Services | Oil | ||||||||||
Services | Services | |||||||||||
£000 | £000 | £000 | £000 | £000 | £000 | |||||||
Revenue | ||||||||||||
Segmental revenue | 120,493 | 58,729 | 21,363 | 71,857 | - | 272,442 | ||||||
Inter segment sales | (3,826) | (189) | (78) | - | - | (4,093) | ||||||
Group revenue | 116,667 | 58,540 | 21,285 | 71,857 | - | 268,349 | ||||||
Underlying operating profit | 18,477 | 11,024 | 5,263 | 725 | (3,006) | 32,483 | ||||||
Acquisition costs | (406) | (604) | - | - | - | (1,010) | ||||||
Intangible amortisation | (61) | (116) | - | - | - | (177) | ||||||
Profit from operations including results | - | |||||||||||
of associates and joint ventures | 18,010 | 10,304 | 5,263 | 725 | (3,006) | 31,296 | ||||||
Finance income | 256 | |||||||||||
Finance costs | (5,611) | |||||||||||
Profit before tonnage and income tax | 25,941 | |||||||||||
Tonnage and income tax | (6,109) | |||||||||||
Profit for the period | 19,832 | |||||||||||
Share of post tax results of | ||||||||||||
associates and joint ventures | 1,688 | - | 2,992 | - | - | 4,680 | ||||||
3 Changes in estimates
The preparation of half yearly financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
Except as described below, in preparing these consolidated interim financial statements, 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 as at and for the year ended 31 December 2010.
The liabilities reported in respect of the defined benefit pension plans are based on the latest triennial valuations rolled forward to 30 June 2011 and have been reviewed and updated by a qualified actuary. The assumptions underlying this valuation are disclosed in note 5.
There have been no material changes in contingent liabilities during the current interim period.
4 Property, plant and equipment
During 2011 the Group has invested £7,396,000, principally in plant and machinery. There have been no significant disposals in the period.
Additions in 2010 included £5,043,000 in respect of the Group's Stavanger headquarters which was subsequently disposed of as part of the sale of Scan Tech Eiendom AS referred to below.
During 2010 the Group disposed of its interest in mt Supremity for a gross consideration of £7,521,000. The Group also disposed of its interests in Norway in the property formerly occupied by its Reanco business for £678,000 and its interest in Scan Tech Eiendom AS. This business included the Group's interest in the Stavanger headquarters of its Norway based operations.
5 Retirement benefit obligations
Movements during the period in the Group's defined benefit pension schemes are set out below:
6 months ended | 6 months ended | Year ended | ||||
30 June 2011 | 30 June 2010 | 31 December 2010 | ||||
£000 | £000 | £000 | ||||
As at 1 January | (29,786) | (22,361) | (22,361) | |||
Expense recognised in the income statement | (759) | (643) | (1,670) | |||
Movements on exchange | (1) | - | - | |||
Contributions paid to scheme | 2,255 | 1,749 | 4,069 | |||
Acquisition of subsidiaries | - | (33) | (75) | |||
Actuarial loss | (881) | (15,645) | (9,749) | |||
At period end | (29,172) | (36,933) | (29,786) | |||
The Group's assets and liabilities in respect of its pension schemes at 30 June 2011 were as follows: | ||||||
6 months ended | 6 months ended | Year ended | ||||
30 June 2011 | 30 June 2010 | 31 December 2010 | ||||
£000 | £000 | £000 | ||||
Assets | ||||||
GMC pension scheme | - | - | 13 | |||
Liabilities | ||||||
Shore Staff pension scheme | (9,644) | (15,186) | (9,137) | |||
MNOPF pension scheme | (19,496) | (21,716) | (20,662) | |||
GMC pension scheme | (32) | (31) | - | |||
(29,172) | (36,933) | (29,799) | ||||
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). The last full actuarial valuation was performed on the Shore Staff scheme at 1 August 2007.This has been rolled forward to 30 June 2011 and has been incorporated in the half yearly report. An actuarial loss of £943,000 (2010: £1,220,000) 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.
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 gain of £62,000 (2010: loss £14,425,000) has been recognised during the period and is reported in the statement of comprehensive income together with related deferred tax movements.
During 2010 the Group acquired GMC Produkt AS (GMC). This company has two defined benefit pension schemes. These are included in the above table based on actuarial valuations as at 31 December 2010 adjusted for movements in the period.
Details of changes in the key actuarial assumptions since 31 December 2010 are shown below.
6 months ended | Year ended | ||||
30 June 2011 | 31 December 2010 | ||||
% | % | ||||
Inflation | 3.1 | 3.4 | |||
Rate of increase of pensions in payment - Shore staff | 2.9-3.1 | 3.0-3.4 | |||
Discount rate for scheme liabilities | 5.85 | 5.75 | |||
6 Share based compensation
In March 2011 awards were granted under the Long Term Incentive Plan (LTIP), and the 2005 Executive Share option scheme (ESOS).
In the case of the LTIP the exercise price of the option is £nil. The options vest using a sliding scale, with one third of the award vesting if the increase in the Company's diluted earnings per ordinary share over the performance period is at least equal to the rate of inflation (measured by the Retail Prices Index (RPI)), plus 9%, rising to full vesting where growth of RPI plus 18% is achieved over the same period. If the performance target is not met over the three year contractual performance period the option lapses.
In the case of the ESOS the exercise price is equal to the average middle market price for the three dealing days prior to the date of grant, being 521.67p for those shares granted in 2011. The options vest depending on the Company's total shareholder return relative to a comparator group of companies comprising the constituents of the FTSE Small Cap index (excluding investment trusts) at the date of grant. If performance over a three year period is in the upper quartile 100% of the options will vest. If performance is at the bottom of the median, (second) quartile 40% will vest. The amount vesting will decrease on a straight line basis between the median and upper quartile. If performance is below the median quartile no shares will vest. The options lapse if these conditions are not met during the performance period.
In April 2011 an award was made under the all-employee Savings Related Share Option Scheme (SAYE).
All employees, subject to the discretion of the remuneration committee, may apply for share options under an employee save as you earn plan which may from time to time be offered by the Company. In order to comply with HM Revenue and Customs requirements an individual's participation is limited so that the aggregate price payable for shares under option at any time does not exceed the statutory limit. Options granted under the plans will normally be exercisable if the employee remains in employment and any other conditions set by the remuneration committee have been satisfied. Options are normally exercisable at the end of the related savings contract but early exercise is permitted in certain limited circumstances. The performance period will not normally be less than three and a half years or greater than seven and a half years.
The fair value of options granted during the six months ended 30 June 2011 was estimated at the date of grant using the following assumptions:
SAYE | LTIP | ESOS | ||||
Dividend yield | 3.00% | 3.00% | 3.00% | |||
Expected volatility | N/A | N/A | 40% | |||
Risk free interest rate | 1.76%-3.16% | N/A | 3.10% | |||
Expected life of option (years) | 3.26-7.26 | 3 | 6.5 | |||
Share price at date of grant (p) | 550.00 | 548.00 | 548.00 | |||
Options granted (number of shares) | 65,617 | 232,175 | 183,503 | |||
Estimated fair value of option at date of grant (£) | 1.42-1.89 | 5.01 | 1.64 | |||
All schemes are treated as equity settled. The total charge to the income statement in respect of all schemes in the six months ended 30 June 2011 is £515,000 (30 June 2010: £456,000).
7 Reconciliation of net debt
1 January | Acquisitions | Cash | Other | Exchange | 30 June | |||||||
2011 | flow | non cash | movement | 2011 | ||||||||
£000 | £000 | £000 | £000 | £000 | £000 | |||||||
Cash in hand and at bank | 16,590 | - | (4,591) | - | 696 | 12,695 | ||||||
Cash and cash equivalents | 16,590 | - | (4,591) | - | 696 | 12,695 | ||||||
Debt due after 1 year | (110,876) | - | - | 1,228 | (349) | (109,997) | ||||||
Debt due within 1 year | (4,823) | - | (980) | (1,504) | - | (7,307) | ||||||
(115,699) | - | (980) | (276) | (349) | (117,304) | |||||||
Finance leases | (1,220) | - | 212 | - | (23) | (1,031) | ||||||
Net debt | (100,329) | - | (5,359) | (276) | 324 | (105,640) | ||||||
1 January | Acquisitions | Cash | Other | Exchange | 30 June | |||||||
2010 | flow | non cash | movement | 2010 | ||||||||
£000 | £000 | £000 | £000 | £000 | £000 | |||||||
Cash in hand and at bank | 20,563 | - | (7,819) | - | 1,924 | 14,668 | ||||||
Cash and cash equivalents | 20,563 | - | (7,819) | - | 1,924 | 14,668 | ||||||
Debt due after 1 year | (109,501) | - | - | 5,341 | (539) | (104,699) | ||||||
Debt due within 1 year | (10,421) | - | 7,292 | (4,894) | - | (8,023) | ||||||
(119,922) | - | 7,292 | 447 | (539) | (112,722) | |||||||
Finance leases | (163) | (339) | 51 | - | 24 | (427) | ||||||
Net debt | (99,522) | (339) | (476) | 447 | 1,409 | (98,481) | ||||||
1 January | Acquisitions | Cash | Other | Exchange | 31 Dec | |||||||
2010 | flow | non cash | movement | 2010 | ||||||||
£000 | £000 | £000 | £000 | £000 | £000 | |||||||
Cash in hand and at bank | 20,563 | - | (6,223) | - | 2,250 | 16,590 | ||||||
Cash and cash equivalents | 20,563 | - | (6,223) | - | 2,250 | 16,590 | ||||||
Debt due after 1 year | (109,501) | - | - | (1,147) | (228) | (110,876) | ||||||
Debt due within 1 year | (10,421) | (1,278) | 4,814 | 1,992 | 70 | (4,823) | ||||||
(119,922) | (1,278) | 4,814 | 845 | (158) | (115,699) | |||||||
Finance leases | (163) | (1,226) | 195 | - | (26) | (1,220) | ||||||
Net debt | (99,522) | (2,504) | (1,214) | 845 | 2,066 | (100,329) | ||||||
Net debt is defined as interest bearing loans and borrowings including preference shares less cash and cash equivalents.
8 Taxation
The Group falls within the UK tonnage tax regime under which tax on its ship owning and operating activities is based on the net tonnage of vessels operated. Any income and profits outside the tonnage tax regime are taxed under the normal tax rules of the relevant tax jurisdiction.
The effective income tax on underlying profit provided in the period is 19.0% (2010: 21.4%, 31 December 2010: 22.7%). The effective rate on profit before income and tonnage tax from continuing operations is 18.8% (30 June 2010: 22.2%, 31 December 2010: 23.5%) based on the estimated effective tax rate for the twelve months to 31 December 2011. Of the total tax charge £1,246,000 relates to overseas businesses (2010: £1,342,000).
On 23 March 2011 the Chancellor announced the reduction in the main rate of UK corporation tax to 26 per cent with effect from 1 April 2011. This change became substantively enacted on 29 March 2011 and therefore the effect of the rate reduction creates a reduction in the deferred tax asset which has been included in the figures above.
The Chancellor also proposed changes to further reduce the main rate of corporation tax by one per cent per annum to 23 per cent by 1 April 2014, but these changes had not been substantively enacted by 30 June 2011 and therefore are not included in the figures above. It has not been possible to quantify the full anticipated effect of the announced further 3% rate reduction, although this will further reduce the Group's future current tax charge and reduce the Group's deferred tax asset.
9 Income tax on comprehensive income
6 months ended | 6 months ended | Year ended | |||
30 June 2011 | 30 June 2010 | 31 December 2010 | |||
£000 | £000 | £000 | |||
Deferred tax: | |||||
Defined benefit pension schemes | 1,808 | 4,198 | 3,426 | ||
share based payments | - | - | 9 | ||
Fair value of derivatives | (115) | 399 | 337 | ||
Current tax: | |||||
Taxation of foreign exchange profit on internal loans | (263) | (303) | (186) | ||
Defined benefit pension schemes | - | - | 539 | ||
1,430 | 4,294 | 4,125 | |||
The Group has made provision for deferred tax on the basis that a proportion of contributions made to the MNOPF will be eligible for deduction against UK profits subject to corporation tax. The deferred tax asset in respect of defined benefit pension schemes includes £4,461,000 in respect of the MNOPF liability provided at 30 June 2011.
10 Share capital
During the period 62,136 (2010: 5,763) ordinary shares of 25p were allotted on the exercise of share options for an aggregate cash consideration of £239,000 (2010: £18,000).
11 Earnings per share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period, after excluding ordinary shares purchased by the employee share ownership trust and held as treasury shares.
Diluted earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
The calculation of basic and diluted earnings per share is based on the following profits and numbers of shares:
| 6 months ended | 6 months ended | Year ended | ||||
30 June 2011 | 30 June 2010 | 31 December 2010 | |||||
£000 | £000 | £000 | |||||
Profit attributable to equity holders | 11,294 | 10,149 | 19,832 | ||||
Weighted average number of shares | |||||||
30 June 2011 | 30 June 2010 | 31 December 2010 | |||||
Number of | Number of | Number of | |||||
shares | shares | shares | |||||
For basic earnings per ordinary share* | 49,787,032 | 49,678,742 | 49,693,215 | ||||
Exercise of share options and LTIPs | 488,920 | 234,943 | 307,411 | ||||
For diluted earnings per ordinary share | 50,275,952 | 49,913,685 | 50,000,626 | ||||
* Excludes 72,930 (June 2010 and December 2010: 126,698) shares owned by the James Fisher and Sons Public Limited Company Employee Share Ownership Trust.
Adjusted earnings per ordinary share on continuing operations is disclosed to provide an understanding of the underlying trading performance of the Group and is calculated using the number of shares outlined in the table above.
30 June 2011 | 30 June 2010 | 31 December 2010 | |||||||||||
£000 | p | £000 | p | £000 | p | ||||||||
Basic earnings per share on profit from continuing operations | |||||||||||||
11,294 | 22.7 | 10,149 | 20.4 | 19,832 | 39.9 | ||||||||
Adjustments: | |||||||||||||
Acquisition expenses | - | - | 493 | 1.0 | 1,010 | 2.0 | |||||||
Amortisation of intangible assets net of basic rate tax | 265 | 0.5 | 32 | 0.1 | 127 | 0.3 | |||||||
Adjusted basic earnings per share on profit from continuing operations | |||||||||||||
11,559 | 23.2 | 10,674 | 21.5 | 20,969 | 42.2 | ||||||||
Diluted earnings per share on profit from continuing operations | |||||||||||||
11,294 | 22.5 | 10,149 | 20.3 | 19,832 | 39.7 | ||||||||
Adjustments: | |||||||||||||
Acquisition expenses | - | - | 493 | 1.0 | 1,010 | 2.0 | |||||||
Amortisation of intangible assets net of basic rate tax | 265 | 0.5 | 32 | 0.1 | 127 | 0.2 | |||||||
Adjusted diluted earnings per share on profit from continuing operations | |||||||||||||
11,559 | 23.0 | 10,674 | 21.4 | 20,969 | 41.9 | ||||||||
12 Interim dividend
The interim dividend of 5.34p (2010: 5.04p) per 25p ordinary share is payable on 3 November 2011 to those shareholders on the register of the Company at the close of business on 7 October 2011. The dividend recognised in the statement of movements in equity is the final dividend for 2010 of 9.68p paid on 13 May 2011. The proposed interim dividend has not been recognised in this report.
13 Adjustment arising from change in accounting policy
As explained in note 1, the results of earlier years have been restated to include the interest costs and return on investment in the finance cost category rather than in operating profit. The impact on operating profit and finance costs for the periods concerned is as follows:
6 months ended | Year ended | ||||
30 June 2010 | 31 December 2010 | ||||
£000 | £000 | ||||
Operating profit | |||||
As previously reported | 14,930 | 29,928 | |||
Adjustment | 494 | 1,368 | |||
Restated | 15,424 | 31,296 | |||
Finance costs | |||||
As previously reported | (2,020) | (4,243) | |||
Adjustment | (494) | (1,368) | |||
Restated | (2,514) | (5,611) | |||
The adjustments have no impact on profit before tax for the period, cash flow or equity.
14 Business combinations
On 1 January 2011 the Group acquired an additional 5% interest in its Nigerian based joint venture Fender Care Nigeria Limited (FCN) for a consideration of £1,201,000. Following the acquisition the Group has a 45% interest in this joint venture. FCN provides ship to ship transfer services in the East and West Africa region. Goodwill of £721,000 arose on acquisition of this interest.
On 31 March 2011 FCN disposed of 20% of its wholly owned subsidiary, Fender Care East Africa Limited for a consideration of $325,000. The Group's share of the profit on disposal of this interest is included in equity.
15 Commitments and contingencies
As at 30 June 2011 the Group had capital commitments of £3,503,000. The principal elements relate to the completion of equipment for the Offshore Oil division and the construction of new industrial premises. At June 2010 the Group had capital commitments of £3,073,000 relating to similar projects.
16 Financial instruments
Cash flow hedges
The Group seeks to minimise its exposure to fluctuations in interest rates and the exchange rates of its major operating currencies including the US Dollar and Euro.
Interest rate swaps
The Group did not add to or reduce its interest rate swaps outstanding at 31 December which are in respect of sterling and Norwegian kroner borrowings.
Foreign exchange
The Group acquired forward contract cover in respect of its exposure to cash receipts denominated in US Dollars. During the period forward contracts to the value of $21,000,000 matured at rates between 1.5915 and 1.6001. Forward cover in respect of $23,400,000 receivable in the period July to December 2011 is in place at 30 June 2011 at an average rate of 1.6144.
Forward contracts have also been obtained in respect of other specific transactions. The principal amount being to cover 50,000,000 SEK receivable under a submarine rescue contract in April 2012 at 10.4609.
During the period to 30 June 2011 the Group has recognised fair value losses in the hedging reserve of £175,000 (2010: £9,000 gains) in respect of forward contracts. A total of £182,000 (2010: £20,000) has been transferred to the income statement and is included in operating profit in respect of contracts maturing in the period.
Financial instruments not qualifying for hedge accounting
During the period a fair value gain of £29,000 has been recognised in the income statement in operating profit in respect of contracts that do not qualify for hedge accounting.
17 Principal Risks and Uncertainties
This section sets out a number of the risks which could affect the business operations and results of the Group.
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.
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.
Competitive pressures
In common with other markets our businesses compete with others on price and service, and these markets are 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 Marine Oil division 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.
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.
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. The Group continues to be proactive in managing these risks, both fostering existing and developing new relationships with lenders.
18 Related parties
Other than the transactions involving Fender Care Nigeria referred to in note 14, there have been no significant changes in the nature and size of related party transactions in the period ended 30 June 2011 from that disclosed in the 2010 Annual Report.
Independent review report to James Fisher and Sons Public Limited Company
Introduction
We have been engaged by the company to review the condensed set of financial statements in the half yearly financial report for the six months ended 30 June 2011 which comprises the condensed consolidated half yearly income statement, the condensed consolidated half yearly statement of comprehensive income, the condensed consolidated half yearly balance sheet, the condensed consolidated half yearly cash flow statement, the condensed consolidated statement of movements in equity and the related explanatory notes. We have read the other information contained in the half yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the company in accordance with the terms of our engagement to assist the company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial 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.
Directors' responsibilities
The half yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half yearly financial report in accordance with the DTR of the UK FSA.
As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the EU. The condensed set of financial statements included in this half yearly financial report has been prepared in accordance with IAS 34Interim Financial Reporting as adopted by the EU.
Our responsibility
Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half yearly financial report based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half yearly financial report for the six months ended 30 June 2011 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the DTR of the UK FSA.
Jonathan Hurstfor and on behalf of KPMG Audit PlcChartered AccountantsSt James Square, Manchester, M2 6DS22 August 2011