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Interim Results

29 Jul 2022 07:00

RNS Number : 1685U
IMI PLC
29 July 2022
 

29 July 2022

 

Accelerating business performance with improving growth and margin

On track for sustainable, profitable growth and Group operating margin of 20%

Increasing momentum from purpose-led strategy and Growth Hub

 

Interim results, six months ended 30 June 2022

Adjusted1

Statutory

 

H1 2022

H1 2021

Change

Organic3

H1 2022

H1 2021

Change

Revenue

£972m

£907m

+7%

+3%

£972m

£907m

+7%

Operating profit

£160m

£142m

+12%

+9%

£129m

£123m

+5%

Operating margin

16.4%

15.7%

+70bps

 

13.3%

13.6%

-30bps

Profit before tax

£154m

£137m

+13%

 

£121m

£123m

-2%

Basic EPS

47.1p

39.9p

+18%

 

36.6p

31.3p

+17%

Operating cash flow2

£79m

£111m

-29%

 

£111m

£128m

-13%

Interim dividend per share

8.3p

7.9p

+5%

 

8.3p

7.9p

+5%

Net debt

£760m

£339m

 

 

1 Excluding the effect of adjusting items as reported in the income statement. See Note 2 for definitions of alternative performance measures.

2 Adjusted operating cash flow, as described in Note 2 to the financial statements. Statutory measure is Cash generated from operations as shown on the cash flow statement.

3 After adjusting for acquisitions, disposals and exchange rates (see Note 3).

 

Continued strong performance

§ 7% sales growth, 13% adjusted profit before tax growth, 18% adjusted basic EPS growth

§ Adjusted operating margin 70bps higher than H1 2021

§ Statutory operating profit up 5%

§ Statutory profit after tax up 12%

§ Order book growth, £22m of Growth Hub orders, pipelines growing

§ Operating cash flow impacted by higher inventory to prioritise customer service

§ Bahr acquisition provides highly scalable electric actuation portfolio

§ Interim dividend increased by 5%

§ Group operating margin target increased to 20% through the cycle

§ Continue to expect full year adjusted EPS to exceed 100p

 

Roy Twite, Chief Executive, said:

"We have made excellent progress with our purpose-led strategy during the first half. We are creating tremendous value for all our stakeholders by increasing customer intimacy, driving market-led innovation and reducing complexity. We continue to invest in Growth Hub and Sprint Teams, delivering £22m of orders from these projects during the first half. We completed the acquisition of Bahr Modultechnik, the electric linear automation specialist, offering the potential for great synergies with our existing businesses. We remain on track to deliver our long-term ambition of sustainable profitable growth and achieve our 20% margin target through the cycle."

"Based on the strong first half result and current market conditions we continue to expect 2022 full year adjusted EPS to exceed 100p."

 

Enquiries

Luke Grant

IMI

Tel: +44 (0)7866 148 374

Matt Denham

Headland PR

Tel: +44 (0)7551 825 496

A live webcast of the analyst meeting taking place today at 08:00am (BST) will be available on the investor page of the Group's website: www.imiplc.com. The Group plans to release its next Interim Management Statement on 8 November 2022.

Results overview

IMI has delivered a strong first half performance, with Group revenue growth of 7% compared to the same period last year and 3% higher organically. First half adjusted operating margin has increased by 70bps when compared to the prior period.

 

£m

Adjusted1

Statutory

H1 2022

H1 2021

Change

Organic3

H1 2022

H1 2021

Change

Revenue

 

 

IMI Precision Engineering2

485

412

+18%

+7%

485

412

+18%

IMI Critical Engineering2

312

325

-4%

-3%

312

325

-4%

IMI Hydronic Engineering

175

170

+3%

+5%

175

170

+3%

Total

972

907

+7%

+3%

972

907

+7%

Operating profit

 

 

IMI Precision Engineering2

88.2

73.7

+20%

+10%

66.8

63.8

+5%

IMI Critical Engineering2

48.8

45.8

+7%

+7%

43.5

39.2

+11%

IMI Hydronic Engineering

35.5

34.2

+4%

+8%

35.9

31.9

+13%

Corporate costs

(12.7)

(11.6)

 

(17.2)

(11.6)

Total

159.8

142.1

+12%

+9%

129.0

123.3

+5%

Operating margin

16.4%

15.7%

+70bps

 

13.3%

13.6%

-30bps

 

1 Excluding the effect of adjusting items as reported in the income statement. See Note 2 for definitions of alternative performance measures.

2 During H2 2021 the Energy business was transferred from IMI Precision to IMI Critical. Prior period results have been restated to be on the same basis. Please see Note 3 for further details.

3 After adjusting for exchange rates, acquisitions and disposals (see Note 2).

 

This strong performance reflects continued focus on our unifying purpose-led strategy [Breakthrough Engineering for a better world]. We are creating value by increasing customer intimacy, driving market-led innovation and reducing complexity. These actions have allowed us to generate strong growth in the order book and revenue as well as improving margins.

 

Good momentum in our Growth Hub and Sprint Teams continue to drive cultural changes through the

business. We delivered £22m of orders from these projects during the first half and remain on track to deliver over £40m in 2022.

 

We remain confident in delivering our Group operating margin target of 20% through the cycle.

 

Dividend

The Board is recommending a 2022 interim dividend of 8.3p per share (2021: 7.9p per share). Payment will be made on 16 September 2022 to shareholders on the register at the close of business on 12 August 2022.

Outlook

 

Based on the strong first half results and current market conditions we continue to expect 2022 full year adjusted EPS will exceed 100p.

 

 

Strategic progress

Our purpose-led strategy [Breakthrough Engineering for a better world] continues to accelerate business performance, driving sustainable, profitable growth across the Group.

 

We are delivering Value Today - evident in our improved returns - through greater customer intimacy, operational efficiencies and complexity reduction; and Value Tomorrow by developing creative and innovative solutions to the greatest challenges our customers and society face.

 

We continue to invest in Business Development resource and Growth Hub projects and are seeing real, tangible benefits. We delivered £22m of orders from Growth Hub projects in the first half. Adaptas, our recent acquisition in the attractive Life Sciences sector, is performing strongly.

 

The acquisition of Bahr, the German electric linear motion specialist, completed in June 2022. As part of the Industrial Automation Business Unit within IMI Precision Engineering, Bahr will enable the delivery of a power agnostic offering of pneumatic and electric linear motion systems. The addition of Bahr offers the potential for significant synergies and is expected to be both margin and growth accretive to IMI Precision, delivering a financial return in excess of IMI's cost of capital by the end of year three.

 

Along with investments into our future growth, IMI continues to identify and execute on opportunities to drive more efficient operations. The following provides a summary of progress on our restructuring programmes:

 

£m

H1 2022

2022*

Future years*

Restructuring charge

(including impairment losses)

 

 

 

IMI Precision Engineering

(8)

(29)

(35)

IMI Critical Engineering

-

(13)

(35)

IMI Hydronic Engineering

-

(1)

-

Total charge

(8)

(43)

(70)

Cash impact

(12)

(38)

(77)

£m

H1 2022

2022*

Future years*

Benefits

 

 

 

IMI Precision Engineering

4

6

26

IMI Critical Engineering

3

4

13

IMI Hydronic Engineering

-

-

1

Total benefits

7

10

40

*Future looking forecast information.

All three divisions advanced their multi-year significant restructuring programmes, which contributed £7m of benefits in the first half. The Group is on track to deliver £10m for the full year.

This includes the previously announced £35m additional cost (£30m cash, £5m non-cash) and £13m of benefits, which will expand the programme for IMI Critical.

The forecast cash cost also reduced by £15m as a result of improved proceeds for a property sale and wider project savings.

These programmes are expected to run until 2024, although the Group will always seek and execute projects that improve its competitive position.

 

Divestment of Russia subsidiary

IMI strongly opposes the invasion of Ukraine. We are deeply concerned for its people and are supporting humanitarian efforts for the ongoing refugee crisis.

IMI fully supports all sanctions. On 4 March 2022 we ended all new business and international deliveries to Russia and on 27 May 2022 we completed the divestment of our Russian subsidiary to local management. See Note 15 for further details.

Russia accounted for 2% of Group revenue in 2021 and represented less than 1% of revenue for IMI Precision, 4% for IMI Critical and 2% for IMI Hydronic.

Environmental, Social & Governance (ESG)

Our purpose, [Breakthrough Engineering for a better world], continues to drive our actions and create real energy across our organisation. IMI's solutions support the safety, sustainability, and productivity of our customers' products and operations, and often directly contribute to the delivery of their carbon reduction targets. When considering investments, we ensure impacts on IMI's overall ESG positioning is a prime consideration.

IMI sees a natural link between pursuing our ESG objectives with vigour and our wider ambitions for improved growth and profitability. Many of our best growth opportunities are supporting customers in developing solutions for a zero-carbon future.

We continue to reduce the environmental impact of our facilities and operations. All divisions are progressing actions that will contribute to our goal of halving our factory CO2 intensity by 2030, and IMI is committed to achieving net zero Scope 1 and Scope 2 emissions by 2040. Supported by external expertise, we are developing our reduction plans for Scope 3 emissions.

Our Inclusion and Diversity activities are helping us build a more dynamic and innovative organisation. The female representation on the Executive Committee is currently 43% and we have met the Parker Review requirements for non-white representation on our board. Whilst we recognise there is still work to be done, the benefits of increased diversity are being felt across the organisation - employee engagement increased from 80% to 82% in our recent survey.

Ensuring all our employees feel safe at work is central to our strategy and culture and we have a continued focus on identifying and reducing workplace hazards. The number of recordable incidents reduced by 48% during the first half and whilst this is excellent progress, we remain committed to the ambition of an accident-free workplace.

More information about our ESG credentials and initiatives, including our policies and practices, can be found on our website: www.imiplc.com.

 

Divisional results overview

The following review relates to our continuing businesses' performance for the six months ended 30 June 2022 when compared to the same period in 2021. References to organic growth are on a constant currency basis and exclude disposals and acquisitions, see Note 3 for a reconciliation of these measures.

 

Segmental information - Energy Transfer

 

During the second half of 2021 the Energy business of IMI Precision Engineering was transferred into IMI Critical Engineering. Prior period comparatives have been re-presented to reflect this, with IMI Critical Engineering H1 2021 revenue increasing by £28m and operating profit increasing by £2.9m. The equal and opposite impact has reduced prior period results of IMI Precision Engineering. 

 

IMI Precision Engineering

 

IMI Precision Engineering specialises in the design and manufacture of motion and fluid control technologies where precision, speed and reliability are essential to the processes in which they are involved. IMI Precision Engineering operates across three principal business units: Industrial Automation, Precision Fluid OEM and Transport. Further details on that segmentation, and comparison with the 2021 first half report, are available in Note 3.

 

 

H1 2022

H1 2021**

Change

Organic

vs 2021*

Revenue

£485m

£412m

+18%

+7%

Adjusted operating profit*

£88.2m

£73.7m

+20%

+10%

Adjusted operating margin*

18.2%

17.9%

+30bps

 

Statutory operating profit

£66.8m

£63.8m

+5%

Statutory operating margin

13.8%

15.5%

-170bps

 

*See Note 2 for definitions of alternative performance measures and the references to reconciliations of these measures.

**2021 results have been restated for the impact of the Energy business transfer, please see Note 3 for further details. 

 

Key developments

§ Strong sales growth of 18%, organic growth of 7%

§ Adjusted operating margin up 30bps

§ Acquisition of Bahr completed, expanding electric linear motion offering

§ Statutory operating profit up 5%

 

2022 H1 performance

IMI Precision's core end markets continue to provide excellent new opportunities for growth.

 

During the period, the division delivered very strong growth of 18% supported by revenue from the recent Adaptas acquisition. On an organic basis, revenue grew 7%.

 

Industrial Automation delivered strong organic revenue growth of 14% compared with the first half 2021, with Precision Fluid OEM ahead 5% and Transport broadly flat on the same basis. The division's proactive management of supply chains minimised customer disruptions and enabled this strong performance.

 

Adjusted operating margin in the division improved in the period by 30bps to 18.2%. The division continues to advance complexity reduction initiatives which will enable further improvements and support progress towards its margin targets.

 

Statutory operating profit increased by 5% due to the strong trading result partly offset by increased acquired intangible amortisation and other acquisition costs following the acquisitions of Adaptas and Bahr.

 

Outlook

Based on strong first half results and current market conditions, we continue to expect IMI Precision Engineering's 2022 organic revenue and margin to be higher than in 2021.

IMI Critical Engineering

 

IMI Critical Engineering is a world-leading provider of flow control solutions that enable vital energy and process industries to operate safely, cleanly, reliably and more efficiently. Our products control the flow of steam, gas and liquids in harsh environments and are designed to withstand temperature and pressure extremes as well as intensely abrasive or corrosive cyclical operations. Further details on IMI Critical Engineering market segmentation, and comparison with the 2021 first half, are available in Note 3 of this statement.

 

H1 2022

H1 2021**

Change

Organic vs 2021*

Order intake

£381m

£366m

+4%

+4%

Closing order book

£587m

£570m

+3%

 

Revenue

£312m

£325m

-4%

-3%

Adjusted operating profit*

£48.8m

£45.8m

+7%

+7%

Adjusted operating margin*

15.6%

14.1%

+150bps

 

Statutory operating profit

£43.5m

£39.2m

+11%

Statutory operating margin

13.9%

12.1%

+180bps

 

*See Note 2 for definitions of alternative performance measures and the references to reconciliations of these measures.

**2021 results have been restated for the impact of the Energy business transfer, please see Note 3 for further details. 

 

Key developments

§ Strong Aftermarket orders, up 17% in the first half

§ Growth Hub delivers £19m orders

§ Statutory operating profit up 11%

 

2022 H1 performance

IMI Critical Engineering continues to advance its strategy and is actively deploying Growth Hub where its expertise can support sustainable future growth. The division's Growth Hub and Sprint Teams are providing a significant impact to the divisional results and contributed £19m of orders in the period (2021: £5m).

 

Organic order intake for the first half of 2022 was 4% higher than the first half of 2021. Aftermarket orders grew 17%, with strong growth in Oil & Gas, Refining and Petrochemical and Nuclear. New Construction orders were 11% lower largely reflecting reduced petrochemical activity.

 

The IMI Critical order book at the end of the period was 3% higher than at June 2021, with order book margins also higher.

 

Organic revenue was 3% lower than the prior period, and 4% lower on an adjusted basis. Aftermarket organic sales were 7% higher than the first half of 2021, largely due to growth in the Refining and Petrochemical, Marine and Power segments. New Construction organic sales were 15% lower compared with last year, largely due to lower Power and Oil & Gas sales.

 

Organic adjusted operating profit was 7% higher than first half 2021, another strong result reflecting the division's strategy to maximise aftermarket opportunities and optimise its operating footprint for the future. Adjusted operating margin for the first half was 15.6%, 150bps higher than the prior period.

 

Statutory operating profit increased by 11% due to strong aftermarket growth.

Outlook

Based on the division's order book and current market conditions, we continue to expect IMI Critical Engineering's 2022 adjusted revenue and margin to be in line with 2021.

 

IMI Hydronic Engineering

 

IMI Hydronic Engineering is a leading provider of technologies that deliver energy efficient water-based heating and cooling systems for the residential and commercial building sectors. 

 

 

H1 2022

H1 2021

Change

Organic vs 2021*

Revenue

£175m

£170m

+3%

+5%

Adjusted operating profit

£35.5m

£34.2m

+4%

+8%

Adjusted operating margin

20.3%

20.1%

+20bps

 

Statutory operating profit

£35.9m

£31.9m

+13%

Statutory operating margin

20.5%

18.8%

+170bps

*See Note 2 for definitions of alternative performance measures and the references to reconciliations of these measures.

 

Key developments

§ 5% organic sales growth with adjusted operating margin improved to 20.3%

§ Continued strong demand for our energy saving solutions

§ Statutory operating profit up 13%

 

2022 H1 performance

 

With its strong brands and product positioning, combined with the global imperative to reduce energy consumption in buildings, IMI Hydronic Engineering is positioned to deliver sustainable, profitable growth.

 

Revenue for the first half was 5% higher on an organic basis when compared to the same period in the prior year. Growth in the first half was supported by strong orders for automated control and actuation products. Sales of our digitally enabled products - including the TA-Smart valve - continue to make excellent progress.

 

Adjusted operating profit increased 8% on an organic basis versus the prior year and adjusted operating margin improved to 20.3%, an increase of 20 basis points.

 

Statutory operating profit increased by 13% due to the strong trading result and non-repeat of restructuring costs.

 

Outlook

Given the strong first half results and current market conditions, we continue to expect IMI Hydronic Engineering's 2022 organic revenue to be higher than 2021, with margins slightly higher.

 

 

Financial review

Continued strong performance

Revenue of £972m was up 7% (2021: £907m). Organic revenue increased 3% when compared with the same period in the previous year, after adjusting for acquisitions, disposals and exchange rate movements. Adjusted operating profit was £160m, a 12% increase on the prior period (2021: £142m). On an organic basis, adjusted operating profit increased by 9%. Group adjusted operating margin increased by 70bps to 16.4% (2021: 15.7%), with all three divisions showing adjusted operating margin improvement. Statutory operating profit was up 5% at £129m (2021: £123m).

Adjusted net interest costs on borrowings were £6.6m (2021: £5.7m) and were covered 31 times by adjusted earnings before interest, tax, depreciation and amortisation (EBITDA) of £202m (2021: £186m). The IAS19 pension net financial income was £0.8m (2021: £0.3m income). The total adjusted net financial expense was £5.8m (2021: £5.4m). Profit before tax and adjusting items was £154m, an increase of 13% (2021: £137m).

The adjusted effective tax rate on profit for 2022 is 21%, which is consistent with the rate applicable in the first half of 2021 (21%).

Statutory profit before tax was £121m (2021: £123m). The total statutory profit for the period after taxation was £95m (2021: £85m).

Adjusting items

Restructuring costs were £8m (2021: £7m), primarily relating to the ongoing significant restructuring programme in IMI Precision Engineering.

The impact of amortisation of acquired intangibles and other acquisition costs was £15m (2021: £7m). The reversal of net economic hedge contract gains and losses resulted in a £1m charge (2021: £nil).

Costs associated with our decision to exit the Russian market have been recognised as an adjusting item. The impact in the period was £9m (2021: £nil).

The tax effect of the above adjusting items was a credit of £6m (2021: £3m). During 2021 the UK Government announced an increase in the corporation tax rate from 19% to 25% resulting in a charge of £18m in the prior period, which was partially offset by a £5m gain following the resolution of a tax authority audit.

Earnings per share

The average number of shares in issue during the period was 258m (2021: 271m), resulting in adjusted basic earnings per share of 47.1p (2021: 39.9p). Statutory basic earnings per share was 36.6p (2021: 31.3p) and statutory diluted earnings per share was 36.5p (2021: 31.2p).

Foreign exchange

The impacts of translation on the reported growth of first half revenue and adjusted operating profit was an increase of £6m and increase of £1m, respectively. The most significant foreign currencies for the Group remain the Euro and the US Dollar and the relevant rates of exchange for the period and at the period end are shown in Note 13 to this report.

 

If the exchange rates on 15 July (US$1.19 and €1.18) remained constant for the remainder of the year, it would positively impact both revenue and adjusted operating profit by 3% in the full year when compared to 2021.

Cash flow

Cash generated from operations decreased to £111m (2021: £128m). Adjusted operating cash flow (see definition in Note 2) decreased to £79m (2021: £111m), as IMI made the decision to increase stock levels to support customer deliveries and continued its capital investment programme. Trade and other receivables increased by £45m, inventories increased by £42m and trade and other payables increased by £9m. Capital expenditure amounted to £40m (2021: £22m) and was 1.4 times (2021: 0.8 times) the adjusted depreciation and amortisation charge for the period of £28m (2021: £29m), which excludes depreciation from the IFRS 16 right of use assets of £14m (2021: £14m).

 

The other major cash outflows in the period were the Bahr acquisition of £84m, dividends of £41m, employee benefit trust share purchases of £20m, a £21m outflow for adjusting items primarily related to the Group's restructuring programme, and £20m of tax. The total cash outflow for the period, excluding the impact of foreign exchange was £122m, compared with an outflow of £19m in the first half of the previous year.

Definitions of adjusted performance measures are included in Note 2 and a reconciliation of adjusted measures to statutory measures is included in Note 11.

 

Balance sheet

The Group maintains an appropriate mixture of cash and short, medium and long-term debt arrangements which provide sufficient headroom for both ongoing activities and acquisitions. Total committed bank loan facilities available to the Group at 30 June 2022 were £300m (December 2021: £300m), of which £49m (December 2021: £70m) was drawn.

 

The ratio of net debt to the last twelve months' EBITDA (before adjusting items) is a funding covenant that is currently limited to 3.0x, and was 1.8x at the end of June 2022 (December 2021: 1.5x).

 

Trade and other receivables have increased by £51m (12%) to £465m at 30 June 2022 (December 2021: £414m) and inventories have increased by £63m (19%) to £398m at 30 June 2022 (December 2021: £335m) to secure customer deliveries.

 

Goodwill increased to £646m (December 2021: £534m) following the Bahr acquisition.

 

The IAS19 net pension surplus was £82m which compares to a surplus of £27m at 30 June 2021 and a surplus of £63m at 31 December 2021. This amount included a surplus of £123m (December 2021: £129m) relating to the UK Fund which is the most significant of the Group's defined benefit schemes. The surplus decrease since the year end is a result of movements in the actuarial assumptions. The deficit relating to the overseas schemes decreased to £42m (December 2021: £66m) due to increases in the discount rates.

Shareholders' equity at the end of June was £863m, an increase of £84m since the end of last year. This is largely attributable to the profit for the period of £95m; an after-tax actuarial gain on the defined benefit pension plans of £11m; favourable exchange differences and related tax of £35m; and the after-tax impact of the share-based payments of £4m. These gains were offset by dividends paid of £41m and purchases for the employee benefit trust of £20m.

 

Other regulatory information

 

Going concern After making enquiries, the directors have a reasonable expectation that IMI plc ('the Company') and the Group have adequate resources to continue in operational existence for the foreseeable future and for a period of at least twelve months following the approval of the Interim Financial Report. Accordingly, they continue to adopt the going concern basis. See Note 1 for further information of the directors' considerations in reaching this conclusion.

The directors have considered the current macroeconomic conditions on the Group's financial results and financial position. The directors have assessed the viability of the Group and reviewed detailed cash flow forecast scenarios, including comparing a reverse stress test to those detailed forecasts. The directors have a reasonable expectation that the financial headroom will not be exhausted during the twelve months following the date of approval of the Interim Financial Report.

Principal risks and uncertainties The Group has a risk management structure and internal controls in place which are designed to identify, manage and mitigate business risk. IMI faces a number of risks and uncertainties which could have a material impact on the Group's long-term performance.

On pages 74 to 79 of its 2021 Annual Report (a copy of which is available on IMI's website: www.imiplc.com), the Company sets out what the directors regarded as being the principal risks and uncertainties facing the Group and which could have a material impact on the Group's long-term performance. These risks include macro-economic and political instability, competitive markets, supply chain risk, talent retention and attraction, product quality issues, acquisition risk, cyber security risks, regulatory breach and new product development. Having considered the current environment, the directors have considered that these risks remain valid and have the potential to impact the Group during the second half of 2022. The impact of the economic and end-market environments in which the Group's businesses operate have been considered in making the comments in the divisional review and outlook sections of this Interim Financial Report.

Safe harbour statement This Interim Financial Report contains forward-looking statements with respect to the operations, performance and financial condition of the Group. By their nature, these statements involve uncertainty since future events and circumstances can cause results and developments to differ materially from those anticipated. The forward-looking statements reflect knowledge and information available at the date of preparation of this announcement and the Company undertakes no obligation to update these forward-looking statements. All written or oral forward-looking statements attributable to IMI plc are qualified by this caution. Nothing in this Interim Financial Report should be construed as a profit forecast.

 

Responsibility statement of the directors in respect of the Interim Financial Report

 

We confirm that to the best of our knowledge:

§ the condensed set of interim financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the UK;

§ the Interim Financial Report includes a fair review of the information required by 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

§ there were no related party transactions or changes in the related party transactions described in the 2021 Annual Report that materially affected the Group's results or financial position during the six months ended 30 June 2022.

 

The directors of IMI plc are listed on the IMI plc website (www.imiplc.com).

Approved by the Board of IMI plc and signed on its behalf by:

 

Roy Twite Daniel Shook Chief Executive Finance Director28 July 2022 28 July 2022

Notes to editors

IMI plc, the specialist engineering company, designs, manufactures and services highly engineered products that control the precise movement of fluids. Its innovative technologies, built around valves and actuators, enable vital processes to operate safely, sustainably, cleanly, efficiently and cost effectively. IMI employs around 10,000 people, has manufacturing facilities in 19 countries and operates a global service network. The Company is listed on the London Stock Exchange and is a constituent of the FTSE4Good Index. Further information is available at www.imiplc.com.

 

IMI plc is registered in England No. 714275. Its legal entity identifier ('LEI') number is 2138002W9Q21PF.

INDEPENDENT REVIEW REPORT TO IMI PLC

 

Conclusion

 

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 2022 which comprises the comprehensive income, condensed consolidated interim balance sheet, condensed consolidated interim statement of changes in equity, condensed consolidated interim statement of cash flows and related Notes 1 to 15.

 

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 2022 is not prepared, in all material respects, in accordance with United Kingdom adopted International Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

Basis for Conclusion

 

We conducted our review in accordance with International Standard on Review Engagements (UK) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council for use in the United Kingdom. A review of interim financial information consists of making inquiries, 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 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.

 

As disclosed in Note 1, the annual financial statements of the group will be prepared in accordance with United Kingdom adopted international accounting standards. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with United Kingdom adopted International Accounting Standard 34, "Interim Financial Reporting".

 

Conclusion Relating to Going Concern

 

Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for Conclusion section of this report, nothing has come to our attention to suggest that the directors have inappropriately adopted the going concern basis of accounting or that the directors have identified material uncertainties relating to going concern that are not appropriately disclosed.

 

This conclusion is based on the review procedures performed in accordance with this ISRE (UK), however future events or conditions may cause the entity to cease to continue as a going concern.

 

Responsibilities of the directors

 

The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

In preparing the half-yearly financial report, the directors are responsible for assessing the group's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

 

Auditor's Responsibilities for the review of the financial information

 

In reviewing the half-yearly financial report, we are responsible for expressing to the group a conclusion on the condensed set of financial statement in the half-yearly financial report. Our conclusion, including our Conclusions Relating to Going Concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for Conclusion paragraph of this report.

 

 

Use of our report

 

This report is made solely to the company in accordance with International Standard on Review Engagements (UK) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review 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 formed.

 

 

Deloitte LLP

Statutory Auditor

London

28 July 2022

 

 

CONSOLIDATED INTERIM INCOME STATEMENT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note

6 months to

30 June 2022

(unaudited)

6 months to

30 June 2021

(unaudited)

Year to

31 Dec 2021

 

Adjusted

Adjusting items (Note 2)

Statutory

Adjusted

Adjusting items (Note 2)

Statutory

Adjusted

Adjusting items (Note 2)

Statutory

£m

£m

£m

£m

£m

£m

£m

£m

£m

 

 

 

 

 

 

 

Revenue

3

972

972

907

907

1,866

1,866

Cost of sales

(523.4)

(1.4)

(524.8)

(487.9)

(487.9)

(1,004.3)

(0.3)

(1,004.6)

 

 

 

Gross profit

 

 

448.6

(1.4)

447.2

419.1

419.1

861.7

(0.3)

861.4

Operating costs

 

 

(288.8)

(29.4)

(318.2)

(277.0)

(18.8)

(295.8)

(543.6)

(67.3)

(610.9)

 

Operating profit

3

159.8

(30.8)

129.0

142.1

(18.8)

123.3

318.1

(67.6)

250.5

 

Financial income

5

2.5

2.5

1.5

1.5

2.4

2.4

Financial expense

5

(9.1)

(9.1)

(7.2)

(7.2)

(14.5)

(14.5)

 

(Losses)/gains on instruments measured at fair value through profit or loss (Note 1)

(2.3)

(2.3)

4.9

4.9

5.2

5.2

Net finance income relating to defined benefit pension schemes

5

0.8

0.8

0.3

0.3

1.0

1.0

 

Net financial (expense)/income

5

(5.8)

(2.3)

(8.1)

(5.4)

4.9

(0.5)

(11.1)

5.2

(5.9)

 

Profit before tax

154.0

(33.1)

120.9

136.7

(13.9)

122.8

307.0

(62.4)

244.6

Taxation

6

(32.3)

6.0

(26.3)

(28.7)

(9.4)

(38.1)

(61.4)

13.1

(48.3)

 

Profit for the period

 

121.7

(27.1)

94.6

108.0

(23.3)

84.7

245.6

(49.3)

196.3

 

 

 

 

 

 

 

Earnings per share

4

Basic - from profit for the period

36.6p

31.3p

73.5p

Diluted - from profit for the period

36.5p

31.2p

73.2p

 

 

All activities relate to continuing operations.

 

CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

 

6 months to

30 June 2022

(unaudited)

6 months to

30 June 2021

(unaudited)

Year to

31 Dec 2021

 

£m

£m

£m

£m

£m

£m

Profit for the period

 

94.6

84.7

196.3

 

 

 

Items that will not subsequently be reclassified to profit and loss

Re-measurement gain on defined benefit plans

14.6

 

40.9

70.9

Related taxation effect

(3.9)

 

(10.5)

(18.4)

Effect of tax rate change on previously recognised items

-

 

15.8

15.8

 

 

 

10.7

46.2

68.3

Items that may be reclassified to profit and loss

(Loss)/gain arising on hedging instruments designated in hedges

 

 

of the net assets in foreign operation

(2.7)

 

17.5

20.0

Gain/(loss) on exchange differences on translation

 

 

of foreign operations net of funding revaluations

38.6

 

(32.5)

(33.8)

Gain on exchange differences reclassified to income statement

 

on disposal of operations

0.5

0.1

Related tax (charge)/credit on items that may subsequently be

 

reclassified to profit and loss

(0.8)

1.0

1.2

 

35.6

(14.0)

(12.5)

 

 

Other comprehensive income for the period, net of taxation

 

46.3

32.2

55.8

 

 

 

Total comprehensive income for the period, net of taxation

 

140.9

116.9

252.1

 

 

 

CONSOLIDATED INTERIM BALANCE SHEET

 

 

 

30 June 2022

30 June 2021

31 Dec 2021

 

(unaudited)

(unaudited)

 

Note

£m

£m

£m

 

Assets

 

 

 

Goodwill

646.2

436.5

533.6

 

Other intangible assets

239.1

134.5

234.5

 

Property, plant and equipment

295.9

255.1

267.7

 

Right of use assets

88.5

90.9

91.5

 

Employee benefit assets

9

123.2

102.8

129.0

 

Deferred tax assets

38.1

34.5

39.7

 

Other receivables

1.5

2.5

1.9

 

 

 

Total non-current assets

 

1,432.5

1,056.8

1,297.9

 

 

 

 

 

 

 

 

 

Inventories

397.9

317.9

335.2

 

Trade and other receivables

464.8

415.0

414.0

 

Derivative financial assets

8.0

3.6

10.0

 

Current tax

5.6

7.7

14.2

 

Investments

2.0

3.1

2.9

 

Cash and cash equivalents

133.2

145.6

94.6

 

 

 

Total current assets

 

1,011.5

892.9

870.9

 

 

 

 

 

 

 

 

 

Total assets

 

2,444.0

1,949.7

2,168.8

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

Trade and other payables

(429.3)

(408.6)

(400.4)

 

Bank overdraft

(83.0)

(38.1)

(65.5)

 

Interest-bearing loans and borrowings

(110.6)

-

(127.7)

 

Lease liabilities

(24.1)

(24.5)

(23.9)

 

Provisions

(35.0)

(27.2)

(38.1)

 

Current tax

(65.4)

(59.0)

(66.0)

 

Derivative financial liabilities

(13.5)

(3.1)

(6.3)

 

 

 

Total current liabilities

 

(760.9)

(560.5)

(727.9)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing loans and borrowings

(608.6)

(352.4)

(430.3)

 

Lease liabilities

(67.2)

(69.1)

(70.0)

 

Employee benefit obligations

9

(41.7)

(75.9)

(66.5)

 

Provisions

(16.9)

(14.8)

(18.3)

 

Deferred tax liabilities

(78.6)

(44.6)

(70.2)

 

Other payables

(7.1)

(6.3)

(6.5)

 

 

 

Total non-current liabilities

 

(820.1)

(563.1)

(661.8)

 

 

 

 

 

Total liabilities

 

(1,581.0)

(1,123.6)

(1,389.7)

 

 

 

 

 

Net assets

 

863.0

826.1

779.1

 

 

 

 

 

 

 

 

 

 

 

 

 

Share capital

12

78.6

80.8

78.6

 

Share premium

15.3

14.5

15.2

 

Other reserves

223.3

184.0

187.7

 

Retained earnings

545.8

546.8

497.6

 

 

 

 

 

 

 

Total equity

 

863.0

826.1

779.1

 

 

 

 

 

 

 

 

 

 

CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY

 

 

 

 

 

 

 

 

 

 

 

Share capital

Share premium account

Capital redemption reserve

Translation reserve

Retained earnings

Total

equity

 

Note

£m

£m

£m

£m

£m

£m

 

 

 

As at 1 January 2021

81.8

14.3

174.4

22.6

506.4

799.5

 

 

Profit for the period

 

84.7

84.7

 

Other comprehensive (expense)/income

 

excluding related taxation effect

(15.0)

40.9

25.9

 

Related taxation effect

1.0

5.3

6.3

 

 

Total comprehensive (expense)/income

(14.0)

130.9

116.9

 

 

Issue of share capital

-

0.2

 

 

0.2

 

Dividends paid

7

 

 

 

 

(40.7)

(40.7)

 

Share-based payments (net of tax)

7.9

7.9

 

Cancellation of Treasury shares

(1.0)

1.0

 

Shares acquired for:

 

employee share scheme trust

2.8

2.8

 

share buyback programme

 

 

 

 

(60.5)

(60.5)

 

 

As at 30 June 2021 (unaudited)

80.8

14.5

175.4

8.6

546.8

826.1

 

 

 

 

 

 

 

 

 

As at 1 January 2021

81.8

14.3

174.4

22.6

506.4

799.5

 

 

Profit for the year

196.3

196.3

 

Other comprehensive (expense)/income

 

excluding related taxation effect

(13.7)

70.9

57.2

 

Related taxation effect

1.2

(2.6)

(1)

 

 

Total comprehensive (expense)/income

(12.5)

264.6

252.1

 

 

Issue of share capital

-

0.9

0.9

 

Dividends paid

7

(61.8)

(61.8)

 

Share-based payments (net of tax)

15.0

15.0

 

Cancellation of Treasury shares

(3.2)

3.2

-

 

Shares acquired for:

 

employee share scheme trust

(26.6)

(26.6)

 

share buyback programme

 

 

 

 

(200.0)

(200.0)

 

 

As at 31 December 2021

78.6

15.2

177.6

10.1

497.6

779.1

 

 

Changes in equity in 2022

 

 

 

 

 

 

 

 

Profit for the period

 

 

 

 

94.6

94.6

 

Other comprehensive income

 

 

 

 

 

 

 

excluding related taxation effect

 

 

 

36.4

14.6

51.0

 

Related taxation effect

 

 

 

(0.8)

(3.9)

(4.7)

 

 

Total comprehensive income

 

 

 

35.6

105.3

140.9

 

 

Issue of share capital

12

-

0.1

 

 

 

0.1

 

Dividends paid

7

 

 

 

 

(40.8)

(40.8)

 

Share-based payments (net of tax)

 

 

 

 

3.7

3.7

 

Shares acquired for:

 

 

employee share scheme trust

 

 

 

 

(20.0)

(20.0)

 

 

As at 30 June 2022 (unaudited)

 

78.6

15.3

177.6

45.7

545.8

863.0

 

 

 CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

6 months to

30 June 2022

(unaudited)

6 months to

30 June 2021

(unaudited)

Year to

31 Dec 2021

 

 

Note

£m

£m

£m

Cash flows from operating activities

 

 

Operating profit for the period

129.0

123.3

250.5

Adjustments for:

Depreciation and amortisation

55.7

50.5

99.5

(Reversal of impairment)/Impairment of property,

plant and equipment and intangible assets

(1.7)

0.2

5.5

Loss on disposal of subsidiaries

4.5

-

3.8

Loss/(profit) on sale of property, plant and equipment

0.2

(1.1)

(1.3)

Equity-settled share-based payment expense

6.0

6.2

12.0

Increase in inventories

(41.5)

(34.2)

(37.3)

Increase in trade and other receivables

(44.9)

(52.1)

(44.0)

Increase in trade and other payables

8.7

45.0

30.7

Decrease in provisions (Note 1)

(6.0)

(15.7)

(1.2)

Increase in employee benefits (Note 1)

0.9

1.5

3.0

Settlement of transactional derivatives

0.3

4.1

5.9

Cash generated from operations

 

111.2

127.7

327.1

Income taxes paid

(20.0)

(27.9)

(50.9)

Cash generated from operations after tax

 

91.2

99.8

276.2

 

 

 

Additional pension scheme funding

(3.5)

(3.5)

(7.0)

Net cash from operating activities

 

87.7

96.3

269.2

 

Cash flows from investing activities

 

 

Interest received

5

2.5

1.5

2.4

Proceeds from sale of property, plant and equipment

1.3

1.7

4.6

Settlement of effective net investment hedge derivatives

(1.6)

22.7

20.5

Acquisitions of subsidiaries net of cash

(83.6)

-

(202.1)

Acquisition of property, plant and equipment and non-acquired intangibles

(40.3)

(22.2)

(57.5)

Proceeds from disposal of subsidiaries net of cash

(2.1)

-

0.1

Net cash from investing activities

 

(123.8)

3.7

(232.0)

 

Cash flows from financing activities

 

 

Interest paid

5

(9.1)

(7.2)

(14.5)

Proceeds for shares issued from employee share scheme trust (Note 1)

-

2.8

3.4

Shares acquired for employee share scheme trust (Note 1)

(20.0)

-

(30.0)

Share buyback programme including acquisition expenses

-

(60.5)

(200.0)

Proceeds from issue of share capital for employee share schemes

0.1

0.2

1.0

Drawdown of borrowings

125.3

-

208.0

Principal elements of lease payments

(13.8)

(13.5)

(30.0)

Dividends paid to equity shareholders

7

(40.8)

(40.7)

(61.8)

Net cash from financing activities

 

41.7

(118.9)

(123.9)

 

Net increase/(decrease) in cash and cash equivalents

5.6

(18.9)

(86.7)

Cash and cash equivalents at the start of the period

29.1

134.4

134.4

Effect of exchange rate fluctuations

15.5

(8.0)

(18.6)

Cash and cash equivalents at the end of the period*

 

50.2

107.5

29.1

 

 

 

*Reconciliation of cash and cash equivalents

 

 

Cash and cash equivalents

 

133.2

145.6

94.6

Bank overdraft

 

(83.0)

(38.1)

(65.5)

Cash and cash equivalents at the end of the period

 

50.2

107.5

29.1

 

 

 

The reconciliation of net increase/(decrease) in cash to movement in net debt appears in Note 11.

1. Significant accounting policies

 

Basis of preparation

 

This condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the UK. The Group's annual financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the UK.

 

The Interim Financial Statements are unaudited, but have been reviewed by the Company's auditor in accordance with the International Standard for Review Engagement (UK) 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity', issued by the Financial Reporting Council. A copy of their unqualified review report is attached. 

 

The comparative figures for the financial year ended 31 December 2021 are derived from the Group's statutory accounts for that financial year as defined in section 435 of the Companies Act 2006. Those accounts have been reported on by the Company's previous auditor and delivered to the registrar of companies. The report of the auditor was (i) unqualified, (ii) did not include a reference to any matters to which the auditor 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 Interim Financial Statements have been prepared for the Group as a whole and therefore give greater emphasis to those matters which are significant to IMI plc and its subsidiaries when viewed as a whole. The Interim Financial Statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006.

 

Going concern

 

After making enquiries, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future and for a period of at least twelve months (31 July 2023) following the approval of the Interim Financial Report. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

 

The directors have considered the current macroeconomic conditions. The Group is well diversified and maintains a balanced portfolio operating across a range of markets, sectors and geographies with no single dependency. Performance in each of IMI's three divisions has been robust in the first half.

 

Across the Group, supply chain disruptions have been well managed and alternative suppliers or contingency stocks have addressed the few instances of part shortages.

 

During this period of uncertainty, the Group continues to maintain a robust financial position. At 30 June 2022, the group had cash and cash equivalents of £50m and undrawn committed facilities of £251m in the form of Revolving Credit Facilities (RCF), of which £125m is due for renewal in 2023, £100m in 2024 and £75m in 2025. Forecasts indicate that the Group can operate within the level of facilities in place without the need to obtain any new facilities in the twelve-month period following the approval of the Interim Financial Report.

 

The directors have assessed the viability of the Group and reviewed detailed cash flow forecasts for a period of at least twelve months following the date of approval of the Interim Financial Report. After applying a reverse stress test on the Group's banking covenants (see covenants tested below) and making comparisons to the detailed forecasts, the directors have a reasonable expectation that the financial headroom will not be exhausted during this period.

 

Covenant compliance reviews are undertaken to ensure that the Group remains fully within the covenant limits. Funding covenants currently require EBITDA to be no less than 4.0 times interest and net debt to be no more than 3.0 times EBITDA. Those covenant ratios, at 30 June 2022, were 32.3 times and 1.8 times, respectively.

 

A reverse stress test shows that for there to be a breach of covenants during the twelve-month period following the approval of the Interim Financial Report, forecast revenue would need to fall by 28% and forecast EBITDA by 56% after taking into account the mitigating actions that would be undertaken in these circumstances. The mitigating actions include, but are not limited to, reducing working capital, restricting capital expenditure, reducing overhead spend and employee costs and cutting or suspending dividend payments to shareholders.

 

Re-presentations

 

The following re-presentations have been included in the Interim Financial Statements in the current year and as a result, prior year comparatives have been re-presented accordingly:

 

Consolidated interim income statement

 

'Net financial income/(expense) relating to financial instruments' which was previously recorded within 'Financial income' or 'Financial expense' is now disclosed separately. Prior year comparatives have been re-presented.

 

 

 

1. Significant accounting policies (continued)

 

Re-presentations (continued)

 

Consolidated interim statement of cash flows

 

The 'Increase/(decrease) in provisions and employee benefits' within 'Cash flows from operating activities' are now disclosed separately as 'Increase/(decrease) in provisions' and 'Increase/(decrease) in employee benefits'. Prior year comparatives have been re-presented.

 

The 'Proceeds/(expenditure) for shares acquired for employee share scheme trust' within 'Cash flows from investing activities' is now split into 'Proceeds for shares acquired for employee share scheme trust' and 'Shares acquired for employee share scheme trust'. Prior year comparatives have been re-presented.

 

Accounting policies

 

The financial statements are presented in Pounds Sterling (which is the Company's functional currency), rounded to the nearest hundred thousand, except revenues, which are rounded to the nearest whole million. They are prepared on the historical cost basis except for pension assets; derivative financial instruments; financial assets classified as fair value through profit and loss or other comprehensive income and assets and liabilities acquired through business combinations which are stated at fair value. Non-current assets and liabilities held for sale are stated at the lower of their carrying amounts and their fair values less costs to sell. The results and financial position are not affected by seasonality.

 

As required by the Disclosure and Transparency Rules (DTR) of the Financial Conduct Authority, the condensed set of financial statements has been prepared applying the accounting policies, key sources of estimation and uncertainty and presentation that were applied in the preparation of the Company's consolidated financial statements for the year ended 31 December 2021 as described in the 2021 Annual Report and Accounts, except where new or revised accounting standards have been applied as described in section (i) below.

 

(i) New or amended UK Endorsed Accounting Standards adopted by the Group during 2022

 

There are no amended or new International Financial Reporting Standards which became effective for the Group as of 1 January 2022.

 

2. Alternative Performance Measures and Adjusting items

 

 

 

 

 

 

 

Alternative Performance Measures

The Group's policy is to exclude items from underlying performance that are considered to be significant in nature (i.e. outside of the normal course of business) and/or quantum and where treatment as an adjusted item provides stakeholders with additional useful information to assess period-on-period trading performance of the Group.

 

The Group believes Alternative Performance Measures ('APMs'), which are not considered to be a substitute for, or superior to, IFRS measures, provide stakeholders with additional helpful information on the performance of the business. These APMs are consistent with how the business performance is planned and reported within the internal management reporting to the Board and Executive Committee. Some of these measures are also used for the purpose of setting remuneration targets and for banking covenants.

 

The directors' commentary discusses these APMs to remove the effects of items of both income and expense that are considered different in nature from the underlying trading and normal quantum and where treatment as an adjusting item provide stakeholders with additional information to assess period-on-period trading.

 

Management has applied judgement in the selection of the APMs used in the Interim Financial Report. The APMs presented are used in discussions with the investment analyst community and by the Board and management to monitor the trading performance of the Group.

APM

Definition

Reconciliation

to statutory

measure

Adjusted profit before tax

 

 

 

Adjusted net interest cost

 

 

 

Adjusted earnings per share

 

 

Adjusted effective tax rate

 

 

 

Adjusted EBITDA

Adjusted profit before tax is statutory profit before tax before adjusting items as shown on the income statement.

 

 

Adjusted net interest cost is statutory net interest costs before adjusting items as shown on the income statement.

 

 

Adjusted earnings per share is defined within the table in Note 4.

 

 

The adjusted effective tax rate is the tax impact on adjusted profit before tax divided by adjusted profit before tax.

 

 

This measure reflects adjusted profit after tax before interest, tax, depreciation and amortisation.

See income

statement.

 

 

See income statement.

 

 

See Note 4.

 

 

See Note 6.

 

 

 

See Note 11.

Adjusted operating

profit

 

Adjusted operating margin

 

Organic revenue growth

 

Organic adjusted operating profit

Adjusted operating profit is statutory operating profit before adjusting items as shown on the income statement.

 

Adjusted operating margin is adjusted operating profit divided by revenue.

 

These two measures remove the impact of adjusting items, acquisitions,

disposals and movements in exchange rates.

See income statement and segmental reporting in Note 3.

Adjusted operating cash flow

 

 

 

 

This measure reflects cash generated from operations as shown in the statement of cash flows less cash spent acquiring property, plant and equipment, non-acquired intangible assets and investments; plus cash received from the sale of property, plant and equipment, the sale of investments less the repayment of principal amounts of lease payments excluding the cash impact of adjusting items.

See Note 11.

 

 

 

Net Debt

 

 

Free cash flow before corporate activity

Net debt is defined as the cash and cash equivalents, overdrafts, interest-bearing loans and borrowings and lease liabilities.

 

This measure is a subtotal in the reconciliation of adjusted EBITDA to Net Debt and is presented to assist the reader to understand the nature of the current year's cash flows excluding dividends, share buybacks and the purchase and issuance of own shares.

See Note 11.

 

 

See Note 11.

2. Alternative Performance Measures and Adjusting items (continued)

 

 

 

 

 

 

 

Adjusting items

 

 

 

 

 

 

 

Outlined below are the adjusting items impacting these Interim Financial Statements:

Key

6 months to

30 June 2022

6 months to

30 June 2021

Year to

31 Dec 2021

Recognised in arriving at operating profit

 

 

Reversal of net economic hedge contract losses/(gains)

(a)

1.5

(4.9)

(6.0)

Restructuring costs and associated impairment losses*

(b)

(7.7)

(6.6)

(39.7)

Loss on disposal of subsidiary

(c)

-

-

(3.8)

Acquired intangible amortisation and other acquisition items

(d)

(15.4)

(7.3)

(18.1)

Exit from Russia

(e)

(9.2)

-

-

(30.8)

(18.8)

(67.6)

Recognised in net financial expense

 

 

Financial (expense)/income

(a)

(2.3)

4.9

5.2

 

Recognised in taxation

 

Tax impact of adjusting items above

(f)

6.0

3.4

15.1

Change in UK tax rate

(f)

-

(18.0)

(18.6)

Resolution of tax authority audit

(f)

-

5.2

16.6

 

 

 

6.0

(9.4)

13.1

 

(a)

Reversal of net economic hedge contract losses/(gains) - for segmental reporting purposes, changes in the fair value of economic hedges which are not designated as hedges for accounting purposes, together with the gains and losses on their settlement, are included in the adjusted revenues and operating profit of the relevant business segment. The adjusting items at the operating costs level reverse this treatment. The financing adjusting items reflect the change in value or settlement of these contracts with the financial institutions with whom they were transacted.

(b)

Restructuring costs and associated impairment losses - restructuring costs of £7.7m were incurred in the six months to 30 June 2022, which includes a £1.7m impairment reversal. The restructuring costs relate to IMI Precision Engineering and were for the Customer First project and the rationalisation of three facilities. These ongoing significant restructuring projects are due to be completed in 2023.

 

Restructuring costs and associated impairment losses of £39.7m were recognised in 2021 (six months to 30 June 2021: £6.6m). These included costs of £35.6m, of which £4.6m related to impairment losses within IMI Precision Engineering, primarily for the rationalisation of a factory in Europe, which was under consultation with the Works Council, and the Customer First project, which both simplify the structure of the division and ensures the business structure is aligned to our customer base. In IMI Critical Engineering there were costs of £0.8m relating to the finalisation of the ongoing projects announced in 2020. In IMI Hydronic Engineering there were costs of £3.3m for the finalisation of the ongoing projects announced in 2020 and a new project announced in 2021 to simplify finance processes through a shared service centre in Poland.

(c)

Loss on disposal of subsidiary - following the disposal of IMI Interativa in July 2021, the Group recorded a loss on disposal of £3.8m.

(d)

Acquired intangible amortisation and other acquisition items - the acquired intangible amortisation charge in the six months to 30 June 2022 was £13.1m (six months to 30 June 2021: £7.3m, 12 months to 31 December 2021: £15.0m), which largely relates to the amortisation of the intangible assets recognised on the acquisition of Adaptas in 2021. Other acquisition costs of £2.3m for the six months to 30 June 2022 primarily related to professional fees associated with the acquisition of Bahr and the Adaptas IFRS 3 release of the fair value uplift to inventory, recognised to cost of sales. Other acquisition costs of £3.1m for the 12 months to 31 December 2021 primarily related to professional fees associated with the acquisition of Adaptas in December 2021.

(e)

Exit from Russia - the Group's decision to end all new business in Russia resulted in a charge of £9.2m. The Group recorded a loss on disposal of its Russian subsidiary of £4.5m. In addition, the exit resulted in a £4.7m impairment of assets related to Russian contracts.

(f)

Taxation - the tax effect of the above items has been recognised as an adjusting item and amounts to £6.0m (six months to 30 June 2021: £3.4m; year ended 31 December 2021: £15.1m). The UK Government announced an increase in the corporation tax rate from 19% to 25%, with an effective date of April 2023, which was substantively enacted on 24 May 2021. In 2021, the impact of this on the Group's deferred tax liabilities of £18.6m was recorded as an adjusting item. A credit of £16.6m due to the release of provisions in respect of exposures related to prior years which are no longer expected to arise, including the closure of open years with tax authorities was also recorded as an adjusting item within the income statement in 2021.

*'Restructuring costs and associated impairment losses' were previously reported separately as ' Restructuring costs' and 'Impairment losses'. These amounts are now reported together as they relate to the same projects.

3. Segmental information

 

Segmental information is presented in the consolidated Interim Financial Statements for each of the Group's operating segments. The operating segment reporting format reflects the Group's management and internal reporting structures and represents the information that was presented to the chief operating decision-maker, being the Executive Committee. For the purposes of reportable segmental information, operating segments are aggregated into the Group's three divisions, as the nature of the products, production processes and types of customer are similar within each division. Inter-segment revenue is insignificant.

 

Segmental information Energy Transfer

During the second half of 2021, the Energy business of the IMI Precision Engineering division was transferred into IMI Critical Engineering. 2021 half-year comparatives have been re-presented to reflect this, with IMI Critical Engineering revenue increasing by £28m and operating profit by £2.9m with the equal and opposite impact reducing the prior period results of IMI Precision Engineering.

 

IMI Precision Engineering specialises in the design and manufacture of motion and fluid control technologies where precision, speed and reliability are essential to the processes in which they are involved.

IMI Critical Engineering is a world-leading provider of flow control solutions that enable vital energy and process industries to operate safely, cleanly, reliably and more efficiently. Our products control the flow of steam, gas and liquids in harsh environments and are designed to withstand temperature and pressure extremes as well as intensely abrasive or corrosive cyclical operations.

IMI Hydronic Engineering is a leading provider of technologies that deliver operational and energy efficient water-based heating and cooling systems for the residential and commercial building sectors.

Performance is measured by the Executive Committee based on adjusted operating profit and organic revenue growth which are defined in Note 2. These two measures represent the two short term key performance indicators for the Group.

 

Businesses enter into forward currency and metal contracts to provide economic hedges against the impact on profitability of swings in rates and values in accordance with the Group's policy to minimise the risk of volatility in revenues, costs and margins. Adjusted operating profits are therefore charged/credited with the impact of these contracts. In accordance with IFRS 9, these contracts do not meet the requirements for hedge accounting and gains and losses are reversed out of operating profit and are recorded in net financial income and expense for the purposes of the consolidated income statement.

The following table illustrates how the results for the segments reconcile to the overall results reported in the income

statement:

Revenue

 

Operating profit

Operating margin

6 months

to 30 June

2022

6 months

to 30 June

2021

Year

to 31 Dec

2021

 

6 months

to 30 June

2022

6 months

to 30 June

2021

Year

to 31 Dec

2021

6 months

to 30 June

2022

6 months

to 30 June

2021

Year

to 31 Dec

2021

 

£m

£m

£m

£m

£m

£m

%

%

%

 

 

 

 

 

IMI Precision Engineering

485

412

836

 

88.2

73.7

148.9

18.2%

17.9%

17.8%

 

IMI Critical Engineering

312

325

691

 

48.8

45.8

125.0

15.6%

14.1%

18.1%

 

IMI Hydronic Engineering

175

170

339

 

35.5

34.2

68.1

20.3%

20.1%

20.1%

Corporate costs

 

 

 

 

(12.7)

(11.6)

(23.9)

 

 

 

Total revenue/adjusted operating

 

 

 

 

 

 

 

 

 

 

profit and margin

972

907

1,866

 

159.8

142.1

318.1

16.4%

15.7%

17.0%

Reversal of net economic hedge

 

 

 

losses/(gains)

 

1.5

(4.9)

(6.0)

 

Restructuring costs and associated

impairment losses*

 

(7.7)

(6.6)

(39.7)

 

Loss on disposal of subsidiary

 

(3.8)

 

Acquired intangible amortisation and

other acquisition items

 

(15.4)

(7.3)

(18.1)

 

Exit from Russia

 

(9.2)

 

Statutory revenue/operating profit

972

907

1,866

129.0

123.3

250.5

 

Net financial expense

 

(8.1)

(0.5)

(5.9)

 

 

Statutory profit before tax

 

 

 

 

120.9

122.8

244.6

 

 

 

 

 

 

 

 

 

 

 

 

 

*'Restructuring costs and associated impairment losses' were previously reported separately as 'Restructuring costs' and 'Impairment losses'. These amounts are now reported together as they relate to the same projects.

3. Segmental information (continued)

The following table shows a reconciliation of divisional adjusted operating profit to statutory operating profit:

IMI Precision

Engineering

IMI Critical

Engineering

IMI Hydronic

Engineering

Corporate

Total

6 months to 30 June 2022

6 months to 30 June 2021

Year to 31 Dec 2021

6 months to 30 June 2022

6 months to 30 June 2021

Year to 31 Dec 2021

6 months to 30 June 2022

6 months to 30 June 2021

Year to 31 Dec 2021

6 months to 30 June 2022

6 months to 30 June 2021

Year to 31 Dec 2021

6 months to 30 June 2022

6 months to 30 June 2021

Year to 31 Dec 2021

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

Revenue

485

412

836

312

325

691

175

170

339

972

907

1866

Adjusted operating profit

88.2

73.7

148.9

48.8

45.8

125.0

35.5

34.2

68.1

(12.7)

(11.6)

(23.9)

159.8

142.1

318.1

Reconciliation to statutory operating profit:

-

-

Reversal of net economic hedge contract losses/(gains)

(1.0)

(2.1)

(3.4)

2.0

(2.0)

(1.9)

0.5

(0.8)

(0.7)

1.5

(4.9)

(6.0)

Restructuring costs and associated impairment losses

(7.7)

(4.4)

(35.6)

-

(0.7)

(0.8)

(1.5)

(3.3)

(7.7)

(6.6)

(39.7)

Loss on disposal of subsidiary

(3.8)

-

-

(3.8)

Acquired intangible amortisation and other acquisition items

(12.2)

(3.4)

(10.3)

(3.2)

(3.9)

(7.8)

(15.4)

(7.3)

(18.1)

Exit from Russia

(0.5)

(4.1)

(0.1)

(4.5)

(9.2)

-

-

Statutory operating profit

66.8

63.8

99.6

43.5

39.2

110.7

35.9

31.9

64.1

(17.2)

(11.6)

(23.9)

129.0

123.3

250.5

Statutory operating margin (%)

13.8%

15.5%

11.9%

13.9%

12.1%

16.0%

20.5%

18.8%

18.9%

13.3%

13.6%

13.4%

The following table illustrates how revenue and adjusted operating profit have been impacted by movements in foreign exchange, acquisitions and disposals compared to the first half of 2021:

6 months to 30 June 2022

6 months to 30 June 2021

 

As adjusted

 

Acquisitions

 

Organic

Adjusted growth (%)

 

Organic growth (%)

As adjusted

Exchange

Disposals

Organic

 

 

 

 

 

 

 

 

IMI Precision

485

 

(35)

 

450

18%

 

7%

412

8

-

420

IMI Critical

312

 

-

 

312

-4%

 

-3%

325

1

(4)

322

IMI Hydronic

175

 

-

 

175

3%

 

5%

170

(3)

(1)

166

Revenue

972

 

(35)

 

937

7%

 

3%

907

6

(5)

908

 

 

 

 

 

 

 

 

 

IMI Precision

88.2

 

(5.0)

 

83.2

20%

 

10%

73.7

1.7

(0.1)

75.3

IMI Critical

48.8

-

48.8

7%

7%

45.8

0.7

(0.7)

45.8

IMI Hydronic

35.5

-

35.5

4%

8%

34.2

(1.3)

(0.1)

32.8

Corporate costs

(12.7)

-

(12.7)

-9%

-9%

(11.6)

-

-

(11.6)

Adjusted operating profit

159.8

 

(5.0)

 

154.8

12%

 

9%

 

142.1

1.1

(0.9)

142.3

 

 

 

 

 

 

 

 

Adjusted operating profit margin (%)

16.4%

 

 

 

16.5%

 

15.7%

 

15.7%

3. Segmental information (continued)

 

 

Balance sheet

 

 

 

 

Assets

 

Liabilities

 

 

 

30 June 2022

30 June 2021

31 December 2021

30 June 2022

30 June 2021

31 December 2021

 

 

 

£m

£m

£m

£m

£m

£m

 

IMI Precision Engineering

 

 

 

1,001.2

664.0

916.1

 

216.2

157.9

202.4

 

IMI Critical Engineering

 

 

 

840.1

725.7

714.6

 

244.8

266.5

231.2

 

IMI Hydronic Engineering

 

 

 

278.8

250.3

233.5

 

88.4

92.6

90.9

 

Total segmental assets/liabilities

 

 

(including lease liabilities)

 

2,120.1

1,640.0

1,864.2

549.4

516.9

524.5

 

Corporate items

 

21.8

16.0

24.2

43.7

36.7

39.0

 

Employee benefits

 

123.2

102.8

129.0

41.7

75.9

66.5

 

Investments

 

2.0

3.1

2.9

-

-

-

 

Net debt items (excluding lease liabilities)

133.2

145.6

94.6

802.2

390.5

623.5

 

Net taxation and others

 

43.7

42.2

53.9

144.0

103.6

136.2

 

Total assets and liabilities

 

 

 

 

in Group balance sheet

 

2,444.0

1,949.7

2,168.8

1,581.0

1,123.6

1,389.7

 

 

Adjusting restructuring costs

and associated impairment losses

 

 

 

6 months

to 30 June

2022

6 months

to 30 June

2021

Year

to 31 Dec

2021

 

£m

£m

£m

Total Group

7.7

6.6

39.7

 

IMI Precision Engineering

7.7

4.4

35.6

 

IMI Critical Engineering

-

0.7

0.8

 

IMI Hydronic Engineering

-

1.5

3.3

3. Segmental information (continued)

The Group's revenue streams are disaggregated by sector in the table below:

 

 

 

H1 2022 Revenue £m

H1 2021 Revenue £m

IMI Precision Engineering*

 

 

 

 

Industrial Automation

 

 

226

194

Life Sciences

76

48

Process Control

74

62

Precision Fluid OEM

 

 

 

150

110

Commercial Vehicle

91

91

Rail

18

17

Transport

109

108

Total IMI Precision Engineering

 

485

412

 

 

 

 

 

IMI Critical Engineering**

 

 

 

 

Power

 

 

71

68

Refining & Petrochemical

 

 

50

45

Oil & Gas

 

 

21

20

Nuclear

 

 

20

22

Marine

 

 

8

5

Other

 

 

11

8

Aftermarket

181

168

Refining & Petrochemical

 

 

44

50

Oil & Gas

 

 

33

43

Power

 

 

24

32

Marine

 

 

11

9

Nuclear

 

 

1

2

Other

 

 

18

21

New Construction

131

157

Total IMI Critical Engineering

 

312

325

IMI Hydronic Engineering***

TA

78

73

Heimeier

61

63

Pneumatex

32

28

Other

4

6

Total IMI Hydronic Engineering

 

175

170

Revenue

 

 

972

907

 

 

 

 

 

\* The IMI Precision Engineering sector segmentation in the prior period has been restated to reflect the new business structure as part of the Customer First restructuring project. In addition, the prior period figures have been restated for the impact of the Energy transfer with £28m of revenue moved to IMI Critical from IMI Precision.

** Prior period IMI Critical Engineering figures have been restated for the impact of the Energy transfer with £28m of revenue moved to IMI Critical from IMI Precision.

***Prior period IMI Hydronic results have been restated to reflect an £8m reclassification between TA and Heimeier.

 

4. Earnings per ordinary share

 

 

 

 

 

 

 

Basic and diluted earnings per share have been calculated on earnings as set out below. Both of these measures are also presented on an adjusted basis to assist the reader of the consolidated Interim Financial Statements and provide insight into the performance of the Group.

 

 

 

30 June

30 June

31 Dec

 

 

 

2022

2021

2021

 

 

Key

million

million

million

Weighted average number of shares for the purpose

 

 

of basic earnings per share

A

258.4

270.7

266.9

Dilutive effect of employee share options

0.5

0.4

1.1

Weighted average number of shares for the purpose

 

of diluted earnings per share

B

258.9

271.1

268.0

6 months

to 30 June

2022

6 months

to 30 June

2021

Year

to 31 Dec

2021

 

£m

£m

£m

Statutory profit for the period

C

94.6

84.7

196.3

Total adjusting items charges included in profit for the period, before tax

33.1

13.9

62.4

Total adjusting items (credits)/charges included in taxation

(6.0)

9.4

(13.1)

Earnings for adjusted EPS

D

121.7

108.0

245.6

 

 

 

 

Statutory EPS measures

 

Statutory basic EPS

C/A

36.6p

31.3p

73.5p

Statutory diluted EPS

C/B

36.5p

31.3p

73.4p

Adjusted EPS measures

Adjusted basic EPS

D/A

47.1p

39.9p

92p

Adjusted diluted EPS

D/B

47.0p

39.9p

91.9p

 

 

 

 

 

5. Net financial expense

6 months to 30 June 2022

6 months to 30 June 2021

Year to 31 Dec 2021

Recognised in the income statement

Interest

Financial

instruments

Total

 

Interest

Financial

instruments

Total

Interest

Financial

instruments

Total

 

 

 

 

Interest income on bank deposits

2.5

 

2.5

1.5

1.5

2.4

2.4

Financial income

2.5

-

2.5

1.5

-

1.5

2.4

-

2.4

 

 

 

Interest expense on interest-bearing

 

 

 

loans and borrowings

(7.7)

 

(7.7)

(5.8)

(5.8)

(11.7)

(11.7)

Interest expense on leases

(1.4)

 

(1.4)

(1.4)

(1.4)

(2.8)

(2.8)

Financial expense

(9.1)

-

(9.1)

(7.2)

-

(7.2)

(14.5)

-

(14.5)

 

 

 

 

 

 

 

 

 

Recognised in other comprehensive income

 

 

 

(Losses)/gains on instruments measured at fair value through profit or loss:

 

 

 

Other economic hedges*

 

(2.3)

(2.3)

4.9

4.9

5.2

5.2

Net financial income relating to

 

 

 

defined benefit pension schemes

0.8

 

0.8

0.3

0.3

1.0

1.0

 

 

 

Net financial (expense)/income

(5.8)

(2.3)

(8.1)

(5.4)

4.9

(0.5)

(11.1)

5.2

(5.9)

 

 

 

 

 

*Financial instruments at fair value through profit or loss' were previously reported separately under 'Financial income' and 'Financial expense'. These amounts are now reported under 'Net financial income/(expense) relating to financial instruments at fair value through profit or loss for consistency against prior year as they relate to the same underlying transactions.

Included in financial instruments are current period trading gains and losses on economically effective transactions which for management reporting purposes are included in adjusted revenue and operating profit (see Note 3). For statutory purposes, these are required to be shown within net financial income and expense. Gains or losses on economic hedges for future period transactions are in respect of financial instruments held by the Group to provide stability of future trading cash flows.

 

6. Taxation

The tax charge before adjusting items is £32.3m (year ended 31 December 2021: £61.4m) which equates to an adjusted effective tax rate of 21.0% compared to 21.0% for the comparative six-month period in the prior year and 20.0% for the year ended 31 December 2021. The normalised rate of 21.0% has been calculated using the full year projections and has been applied to adjusted profit before tax for the period ended 30 June 2022.

As IMI's head office and parent company is domiciled in the UK, the Group references its effective tax rate to the UK corporation tax rate, despite only a small proportion of the Group's business being in the UK. The rate of corporation tax in the UK for the year ending 31 December 2021 is 19.0% (year ended 31 December 2020: 19.0%). The Group's effective tax rate remains slightly above the UK tax rate due to the Group's overseas profits being taxed at higher rates.

 

The tax effects of adjusting items have been based on the applicable rates of tax applying to the adjusting items arising in the period ended 30 June 2022. For the year ended 31 December 2021, adjusting items also included a tax charge of £18.6m (six months ended 30 June 2021: £18.0m) relating to the recognition of timing differences as a result of a substantively enacted change in the UK corporation tax rate which will apply from 1 April 2023, and a credit of £16.6m (six months ended 30 June 2021: £5.2m) due to the release of provisions in respect of exposures related to prior years which are no longer expected to arise.

 

The statutory tax charge of £26.3m (year ended 31 December 2021: £48.3m) equates to an effective tax rate of 21.8%. This compares to a rate of 31.0% for the six months ended 30 June 2021 and 19.7% for the year ended 31 December 2021. The main reasons for the difference in rate for 2022 relates to the effects of the UK rate change and the resolution of the tax authority audits during 2021 as detailed above.

7. Dividends

The final dividend relating to the year ended 31 December 2021 of 15.8p per share (2020: 15.0p) was paid in May 2022 amounting to £40.8m (2021: £40.7m).

 

In addition, the directors have declared an interim dividend for the current year of 8.3p per share (2021: 7.9p per share) amounting to £21.4m which will be paid on 16 September 2022 to shareholders on the register on 12 August 2022. In accordance with IAS10 'Events after the Balance Sheet Date' this interim dividend has not been reflected in these Interim Financial Statements.

8. Property, plant and equipment and intangible assets

 

Capital expenditure on property, plant and equipment in the period was £33.3m (2021: £18.2m), the majority of which was in respect of plant and equipment (including those under construction).

 

Capital expenditure on non-acquired intangible assets in the period was £7.0m (2021: £4.0m). This included £2.8m (2021: £0.5m) in respect of capitalised development costs and £4.2m (2021: £3.5m) in respect of other non-acquired intangible assets (including those under construction).

 

 

9. Employee benefits

 

The net defined benefit pension surplus at 30 June 2022 was £81.5m (31 December 2021: liability of £62.5m); made up of assets of £551.3m (31 December 2021: £719.7m) and liabilities of £469.8m (31 December 2021: £657.2m). The UK net surplus in the Funds decreased to £123.2m (31 December 2021: £129.0m). The decrease is a result of unfavourable movements in the actuarial assumptions.

 

The net deficit in respect of the total overseas obligations decreased to £41.7m (31 December 2021: £66.5m) due to increases in the discount rates.

 

The Trustee Payment Plan has reached a full solvency funding position and a review was performed of the existing Trustee Payment Plan arrangements as at 31 March 2022. As a result of the review, the scheduled payments, of £7.0m per annum, due from the Scottish Limited Partnerships has ceased. The last contribution made by the Group was £3.5m in February 2022 prior to the review.

10. Fair value hierarchy

 

 

 

 

 

 

 

 

 

Set out below is an overview of the Group's financial instruments held at fair value.

30 June 2022

31 December 2021

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total

£m

£m

£m

£m

£m

£m

£m

£m

Financial assets measured

 

 

 

 

 

 

 

 

at fair value

 

 

 

 

 

 

 

 

Equity instruments*

2.0

 

 

2.0

2.9

-

2.9

Foreign currency forward contracts

 

8.0

 

8.0

10.0

10.0

2.0

8.0

-

10.0

2.9

10.0

-

12.9

 

 

 

 

 

 

 

 

 

Financial liabilities measured

 

 

 

 

 

 

 

 

at fair value

 

 

 

 

 

 

 

 

Foreign currency forward contracts

 

(13.5)

 

(13.5)

(6.3)

(6.3)

-

(13.5)

-

(13.5)

-

(6.3)

-

(6.3)

*Equity instruments primarily relate to investments in funds in order to satisfy long-term benefit arrangements.

Level 1 - quoted prices in active markets for identical assets and liabilities

Level 2 - significant other observable inputs

Level 3 - unobservable inputs

Valuation techniques for level 2 inputs

 

 

 

 

 

 

 

 

 

Derivative assets and liabilities of £8.0m and £13.5m, respectively, are valued by level 2 techniques. The valuations are derived from discounted contractual cash flows using observable, and directly relevant, market interest rates and foreign exchange rates from market data providers.

 

 

 

 

 

 

 

 

 

The fair values of all financial assets and liabilities in the balance sheet as at 30 June 2022, 31 December 2021 and 30 June 2021 are materially equivalent to their carrying values with the exception of the US private placement fixed rate loans, for which the carrying values are set out below:

Carrying value

Fair value*

£m

£m

30 June 2022

 

 

 

 

546.9

537.4

31 December 2021

352.6

369.4

30 June 2021

352.4

374.8

\* The US private placement fixed rate loans are valued by level 2 techniques.

11. Cash flow reconciliation

 

Reconciliation of net cash to movement in net debt

6 months

to 30 June

2022

6 months

to 30 June

2021

Year

to 31 Dec

2021

£m

£m

£m

 

Net increase/(decrease) in cash and cash equivalents*

5.6

(18.9)

(86.7)

Reverse cash acquired

(2.6)

-

(1.8)

Net drawdown of borrowings excluding foreign exchange and

 

net debt disposed/acquired

(125.3)

-

(208.0)

Increase in net debt*

(122.3)

(18.9)

(296.5)

Net debt acquired/(disposed)

2.6

-

-

Movement in lease liabilities

2.6

(5.3)

(5.6)

Currency translation differences

(20.4)

1.9

(4.5)

 

Movement in net debt in the period

(137.5)

(22.3)

(306.6)

Net debt at the start of the period

(622.8)

(316.2)

(316.2)

 

Net debt at the end of the period**

(760.3)

(338.5)

(622.8)

 

 

*Excluding foreign exchange.

**Net debt is defined as cash and cash equivalents, overdrafts, interest-bearing loans and borrowings and lease liabilities.

 

Reconciliation of net cash flow (excluding debt movements)

 

 

 

 

6 months

to 30 June

2022

6 months

to 30 June

2021

Year

to 31 Dec

2021

£m

£m

£m

 

Adjusted EBITDA*

202.4

185.5

403.5

 

Working capital movements

(77.7)

(41.3)

(50.6)

Capital and development expenditure

(40.3)

(22.2)

(57.5)

Provisions and employee benefit movements**

(0.7)

0.4

(0.5)

Principal elements of lease payments

(13.8)

(13.5)

(30.0)

Other

9.0

1.9

9.0

Adjusted operating cash flow***

78.9

110.8

273.9

Adjusting items

(20.8)

(21.2)

(35.6)

Tax paid

(20.0)

(27.9)

(50.9)

Interest

(6.6)

(5.7)

(12.1)

Derivatives

(1.3)

26.8

26.4

Additional pension scheme funding

(3.5)

(3.5)

(7.0)

Free cash flow before corporate activity

26.7

79.3

194.7

Dividends paid to equity shareholders

(40.8)

(40.7)

(61.8)

Acquisition of subsidiaries

(88.3)

-

(203.9)

Disposal of subsidiaries

-

-

0.1

Share buyback programme

-

(60.5)

-

Net (purchase)/issue of own shares and share buyback programme

(19.9)

3.0

(225.6)

 

Net cash flow (excluding debt movements)

(122.3)

(18.9)

(296.5)

 

 

* Adjusted profit after tax (£121.7m), before interest (£5.8m), tax (£32.3m), depreciation (£34.1m) and amortisation (£8.5m).

** Movement in provisions and employee benefits as per the interim statement of cash flows (£5.1m) adjusted for the movement in restructuring provisions (£4.4m).

*** Adjusted operating cash flow is the cash generated from the operations shown in the statement of cash flows less cash spent acquiring property, plant and equipment, non-acquired intangible assets and investments; plus cash received from the sale of property, plant and equipment and the sale of investments, excluding the cash impact of adjusting items.

11. Cash flow reconciliation (continued)

 

 

 

 

Reconciliation of adjusted operating cash flow to cash flow statement

 

6 months

to 30 June

2022

6 months

to 30 June

2021

Year

to 31 Dec

2021

 

£m

£m

£m

Cash generated from operations

111.2

127.7

327.1

Principal lease payments

(13.8)

(13.5)

(30.0)

Settlement of transactional derivatives

(0.3)

(4.1)

(5.9)

Acquisition of property, plant and equipment and non-acquired intangibles

(40.3)

(22.2)

(57.5)

Adjusting items

20.8

21.2

35.6

Proceeds from sale of property, plant and equipment

1.3

1.7

4.6

Adjusted operating cash flow

78.9

110.8

273.9

 

 

Reconciliation of cash and cash equivalents

6 months

to 30 June

2022

6 months

to 30 June

2021

Year

to 31 Dec

2021

 

£m

£m

£m

Cash and cash equivalents in current assets

133.2

145.6

94.6

Bank overdraft in current liabilities

(83.0)

(38.1)

(65.5)

Cash and cash equivalents

50.2

107.5

29.1

 

12. Share capital

 

 

 

 

 

Ordinary shares of 28 4/7 p each

 

 

 

Number (m)

Value (£m)

In issue at the start of the period

274.9

78.6

Issued to satisfy employee share schemes

-

-

In issue at the end of the period

274.9

78.6

 

13. Exchange rates

The income and cash flow statements of overseas operations are translated into sterling at the average rates of exchange for the period, balance sheets are translated at period end rates. The most significant currencies for the Group are the Euro and the US dollar for which the relevant rates of exchange were:

Income statement and cash flow

average rates

 

Balance sheet

rates as at

6 months

to 30 June

2022

6 months

to 30 June

2021

Year

to 31 Dec

2021

 

30 June

2022

30 June

2021

31 Dec

2021

 

 

 

Euro

1.19

1.15

1.16

1.16

1.17

1.19

US dollar

1.30

1.39

1.38

1.22

1.38

1.35

14. Acquisitions

 

Acquisitions in 2022

On 9 June 2022 the Group acquired 100% of the share capital, and associated voting rights, of Bahr Modultechnik GmbH (Bahr) for cash consideration of £88.3m. Bahr is a leading provider of highly configured modular electric linear motion systems, based on a broad portfolio of specialist components and is based in Luhden, Germany.

 

This acquisition has been accounted for as a business combination. The provisional fair value amounts recognised in respect of the identified assets acquired and liabilities assumed are set out in the table below:

 

Fair value at

9 June 2022

£m

Property, plant and equipment

5.2

Inventories

3.1

Trade and other receivables

1.5

Cash and cash equivalents

4.7

Trade and other payables

(1.5)

Current taxation

(0.7)

Total identified net assets at fair value

12.3

Goodwill arising on acquisition

76.0

Purchase consideration transferred

88.3

 

 

Due to the timing of the acquisition, the analysis of acquired intangibles has not yet been completed so all of the purchase price aside from the operating balance sheet is allocated to goodwill as permitted when an acquisition is close to a period end. The provisional purchase price allocation will be completed in the second half of 2022. The goodwill recognised above includes certain intangible assets that cannot be separately identified and measured due to their nature. This includes control over the acquired business, the skills and experience of the assembled workforce, the increase in scale, synergies and the future growth opportunities that the businesses provide to the Group's operations. Acquisition costs of £0.9m were recognised in the income statement in 2022.

 

The revenue and adjusted operating profit included in the income statement for 2022 contributed by Bahr were £1.0m and £0.2m respectively. If the acquisition had taken place on 1 January 2022, Bahr would have contributed revenue and adjusted operating profit of £7.8m and £2.8m respectively.

 

Acquisitions in 2021

On 20 December 2021 the Group acquired 100% of the share capital, and associated voting rights, of Adaptas Solutions (Adaptas) for cash consideration of £203.9m. Adaptas is a manufacturer of mission critical mass spectrometry subsystems and components and is based in North America with facilities in the UK, Australia and China.

 

This acquisition has been accounted for as a business combination. There are no changes to the provisional fair value amounts recognised in the 2021 Annual Report and Accounts in respect of the identified assets acquired and liabilities assumed. Our accounting remains provisional and will be finalised in the second half of 2022.

 

15. Disposals

 

The Group disposed of its Russian subsidiary IMI International LLC on 27 May 2022 for proceeds of £nil resulting in a loss on disposal for the Group of £4.5m after disposing of £3.3m of net assets and incurring £0.7m of associated disposal costs. In addition, the exit resulted in a £4.7m impairment of assets related to Russian contracts.

 

The exit from Russia is presented in the income statement as an adjusting item but it is not disclosed as a discontinued item because it did not represent a separate major line of business.

 

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