21st Feb 2012 07:00
AMEC plc 2011 results
Strong performance continues
Highlights
Strong operating performance
▪ Revenue £3,261 million, up 11 per cent on 2010
▪ EBITA1 £299 million, up 12 per cent
▪ EBITA margin2 9.2 per cent (2010: 9.1 per cent)
▪ Diluted EPS from continuing operations4 70.5 pence, up 13 per cent
▪ Operating cash flow5 £267 million, up 22 per cent
Good order intake and forward visibility
▪ Order book £3.7 billion (31 December 2010: £3.1 billion)
Invested £263 million in acquisitions in 2011; pipeline remains strong
Dividend per share up 15 per cent, to 30.5 pence
Commencing share buyback programme of £400 million
Expect to deliver EPS target of greater than 100 pence ahead of 2015
Chief Executive Samir Brikho said:
"AMEC continued to make good progress in 2011 boosted by oil and gas and mining in particular. The business demonstrated strong cash generation and a record order book.
"Acquisitions strengthened our service offering and broadened our exposure to high-growth markets. The pipeline of further acquisition opportunities remains strong.
"Today we are announcing a 15 per cent increase in the dividend for the full year and, given the strength of the group's balance sheet, are commencing a £400 million share buyback programme, which is expected to be completed over the next 12 months.
"The outlook for 2012 is underpinned by the positive industry backdrop and the strength of the order book. We are now targeting an EPS of greater than 100 pence before 2015."
Results presentation and live webcast: AMEC will host a presentation on the results for analysts and investors at 9.00 am today. A live webcast of the event and presentation slides will be available on amec.com.
Interviews: with Samir Brikho, Chief Executive, Ian McHoul, Chief Financial Officer and Neil Bruce, Chief Operating Officer are available at http://www.amec.com/resultsvideo
Next event: Interim Management Statement on 16 April 2012 and Annual General Meeting on 19 April 2012. An analyst and investor seminar focused on the minerals and metals market is planned for 25 April 2012.
Analyst consensus estimates are collated and published on AMEC's website on a periodic basis amec.com/investors/key facts.
Enquiries to:
AMEC plc: + 44 (0)20 7539 5800
Samir Brikho, Chief Executive
Ian McHoul, Chief Financial Officer
Sue Scholes, Director of Communications
Nicola-Jane Brooks, Head of Investor Relations
Media: Brunswick Group LLP - Mike Harrison and Craig Breheny + 44 (0)20 7404 5959
PAGE 1
Financial highlights
Continuing operations: | 2011 | 2010 | Change (%) | |
Revenue | (£m) | 3,261 | 2,951 | +11 |
EBITA1 | (£m) | 299 | 269 | +12 |
Adjusted profit before tax3 | (£m) | 311 | 280 | +11 |
Profit before tax | (£m) | 259 | 259 | - |
Operating cash flow5 | (£m) | 267 | 219 | +22 |
Adjusted diluted earnings per share4 | pence | 70.5 | 62.5 | +13 |
Diluted earnings per share from continuing operations | pence | 61.9 | 71.3 | (13) |
Dividends per share | pence | 30.5 | 26.5 | +15 |
Notes:
1. EBITA for continuing operations before intangible amortisation and exceptional items but including joint venture EBITA
2. EBITA as defined above as a percentage of revenue
3. EBITA, as defined above, plus net financing income (including joint ventures) of £12 million (2010: £11 million)
4. Diluted earnings per share from continuing operations before intangible amortisation and exceptional items
5. Cash generated from operations before exceptional items and discontinued operations, legacy settlements and the difference between pension payments and amounts recognised in the income statement but including dividends received from joint ventures
Basis of presentation
The following commentary is based on the results for continuing operations before intangible amortisation and exceptional items but including joint venture EBITA.
During 2011, the basis of presentation has been revised to present the results to the nearest million rather than to 1 decimal place and percentage movements to the nearest percent. Calculated numbers, such as EPS and margin rates, continue to be based on the underlying numbers to 1 decimal place precision.
Segmental analysis
Segmental analysis is provided for the group's core activities in the Natural Resources, Power & Process and Environment & Infrastructure (previously Earth & Environmental) divisions, as well as fornon-core Investments and other activities.
Amounts and percentage movements relating to continuing segmental earnings before net financing income, tax and intangible amortisation (EBITA) are stated before corporate costs of £34 million (2010: £36 million) and pre-tax exceptional costs of £6 million (2010: income of £11 million). The segmental analysis for the year ended 31 December 2010 has been restated for certain changes to the reporting allocation as explained on page 12. The average numbers of employees stated in this review include agency staff and 2010 figures have been restated in line with the changes to reporting allocations.
Discontinued operations
In accordance with IFRS 5*, the post-tax results of discontinued operations are disclosed separately in the consolidated income statement. The cash flows of discontinued businesses are fully consolidated within AMEC up to the date of sale.
*International Financial Reporting Standard 5: 'Non-current assets held for sale and discontinued operations'.
Any forward looking statements made in this document represent management's best judgement as to what may occur in the future. However, the group's actual results for the current and future fiscal periods and corporate developments will depend on a number of economic, competitive and other factors, some of which will be outside the control of the group. Such factors could cause the group's actual results for future periods to differ materially from those expressed in any forward looking statements made in this document.
PAGE 2
2011 results overview
Continuing operations | 2011 | Underlying business | Currency exchange | Net acquisitions | 2010 | |
Revenue | (£m) | 3,261 | 99 | (4) | 215 | 2,951 |
Y-on-Y change | (%) | +11 | +3 | nil | +8 | |
EBITA | (£m) | 299 | 16 | (1) | 15 | 269 |
Y-on-Y change | (%) | +12 | +6 | nil | +6 | |
EBITA margin | (%) | 9.2 | 9.1 | |||
Y-on-Y change | (bps) | +10 | ||||
Operating cash flow | (£m) | 267 | 219 | |||
Y-on-Y change | (%) | +22 | ||||
Order book | (£bn) | 3.7 | 3.1 | |||
Y-on-Y change | (%) | +18 | ||||
Average number of employees | 25,757 | 21,973 | ||||
Y-on-Y change | (%) | +17 |
Revenue for the year increased 11 per cent to £3,261 million (2010: £2,951 million). Underlying revenue increased by 3 per cent, driven by a strong performance within the oil and gas and minerals and metals markets, offset by a decline in oil sands and US federal activities.
EBITA increased 12 per cent to £299 million (2010: £269 million) with margins broadly in line at 9.2 per cent (2010: 9.1 per cent). The underlying EBITA increased by 6 per cent.
Adjusted profit before tax of £311 million was ahead of the previous year (2010: £280 million) driven by volume growth and acquisitions. There was joint venture tax of £7 million (2010: £7 million), amortisation of £39 million (2010: £25 million) and exceptional losses of £6 million (2010: profits of £11 million) resulting in profit before tax of £259 million (2010: £259 million). The tax charge for the year, including tax on amortisation and exceptional items, was £52 million (2010: £23 million) resulting in a total profit for the year from continuing operations of £207 million (2010: £236 million).
Adjusted diluted earnings per share from continuing operations were 70.5 pence (2010: 62.5 pence), an increase of 13 per cent.
Operating cash flowfor the period was £267 million (2010: £219 million), up £48 million from last year, reflecting EBITA growth and the continued focus on cash management. Cash conversion was 89 per cent (2010: 81 per cent).
Dividend
The board is recommending a final dividend of 20.3 pence per share, which together with the interim dividend of 10.2 pence results in a total dividend of 30.5 pence per share (2010: 26.5 pence), an increase of 15 per cent.
PAGE 3
The board expects to maintain a progressive policy with dividend cover in the range of 2.0 to 2.5 times. The final dividend will be payable on 2 July 2012 to shareholders on the register at the close of business on 1 June 2012.
Share buyback programme
Given the strength of the balance sheet, the board has decided to commence a share buyback programme of £400 million, which is expected to be completed over the next 12 months.
Acquisitions
The group invested £263 million in acquisitions in 2011 and integration is progressing well. The largest was MACTEC, a 2,600-person environmental consultancy focused on engineering services, water and mining and headquartered in Atlanta. This was acquired in June 2011 for £183 million. Other significant acquisitions were:
·; qedi: a 350-person project delivery company focused on completion and commissioning services for major projects in the oil and gas industry, headquartered in Aberdeen (Feb 2011)
·; Zektingroup: a 200-person specialist engineering consultancy for the oil and gas and resources industries, headquartered in Melbourne (Feb 2011)
·; BCI: a 200-person Florida based consulting firm focused on water and mining sectors (Feb 2011).
The acquisition pipeline in 2012 continues to be strong.
Average number of employees
The average number of employees was up 17 per cent in 2011, to 25,757. This reflects increased activity levels, particularly in UK North Sea and the Americas, as well as the impact of acquisitions. The largest increase was seen in the Environment & Infrastructure division, which was up 39 per cent to 6,262 (2010: 4,517) boosted by the impact of MACTEC and ten months' impact of BCI.
Average number of employees | 2011 | 2010 | Change (%) | |
Natural Resources | 12,239 | 10,704 | +14 | |
Power & Process | 7,042 | 6,536 | +8 | |
Environment & Infrastructure | 6,262 | 4,517 | +39 | |
Centre | 214 | 216 | (1) | |
Group | 25,757 | 21,973 | +17 |
PAGE 4
Outlook
The priority for 2012 remains to grow the business by continuing to deliver for customers whilst investing in AMEC's people.
AMEC is on track to deliver double-digit underlying revenue growth in 2012, despite the continued macro economic uncertainty. The strength of the order intake during 2011, the continued demand for AMEC's services and the on-going customer investment in AMEC's core markets are driving growth expectations. The full-year impact of acquisitions made in 2011 will further boost revenue growth. In addition, the pipeline for further acquisitions in 2012 remains strong.
Overall margins are expected to reduce somewhat, impacted by a shift in business mix and an increase in procurement activities for strategic customers.
Management remains focused on the Vision 2015 strategy and now expects to achieve earnings per share of greater than 100 pence ahead of 2015.
PAGE 5
Segmental review
Natural Resources
Natural Resources provides engineering, project management and asset support services, particularly in upstream oil and gas, unconventional oil and in surface mining. It has particular expertise in large and complex projects in growth regions and in extending the life of assets.
Approximately 71 per cent of 2011 revenue was generated by asset development (capex) activities, with the remainder in asset support (opex) (2010: capex 74 per cent; opex 26 per cent).
The revenue can be analysed by market and sectors as shown below:
Natural Resources | 2011 | 2010 | ||
Oil & Gas market | ||||
a | Oil & Gas | (%) | 53 | 47 |
a | Unconventional Oil & Gas | (%) | 23 | 35 |
Minerals & Metals market | (%) | 24 | 18 |
Oil & gas activities are concentrated mainly in the upstream segment (90 per cent of 2011 revenues), with the balance being in downstream.
Natural Resources | 2011 | Underlying business | Currency exchange | Net acquisitions | 2010 | |
Revenue | (£m) | 1,742 | 68 | 10 | 61 | 1,603 |
Y-on-Y change | (%) | +9 | +4 | +1 | +4 | |
EBITA | (£m) | 192 | 12 | nil | +1 | 179 |
Y-on-Y change | (%) | +7 | +7 | nil | nil | |
EBITA margin | (%) | 11.0 | 11.1 | |||
Y-on-Y change | (bps) | (10) | ||||
Order book | (£bn) | 2.2 | 1.9 | |||
Y-on-Y change | (%) | +17 |
Revenue in the Natural Resources division improved 9 per cent to £1,742 million through a mix of organic growth and acquisitions. The oil and gas and mining sectors were the primary drivers, both up compared to 2010. This was offset by a decline in oil sands activities due to the phasing of work on Imperial Oil's Kearl project, which peaked in 2010 at the height of the first phase.
EBITA (£192 million) was up 7 per cent, and the EBITA margin remained broadly stable at 11.0 per cent.
Contract wins in 2011reflect continued customer spending in core energy and commodity markets, the strength of UK North Sea activity and AMEC's work on strategic customer relationships. They included:
PAGE 6
Oil & Gas
▪ BP: engineering and project management services for the main platform design for Clair Ridge, west of Shetland, following the completion of the conceptual engineering studies and the define phase of the same project, UK North Sea
▪ Centrica: asset support contract for a mixture of manned and unmanned offshore assets, as well as onshore gas terminals, East Irish Sea
▪ ConocoPhillips: two-year contract extension to provide operations and maintenance services to the Bayu Undan facilities, Indonesia East Timor Sea
▪ GDF SUEZ: front end engineering design for the Cygnus gas field development, UK North Sea
▪ MWCC: designing and delivering components of the Marine Well Containment Company's (MWCC) expanded containment system, US Gulf of Mexico
Mining
▪ Bannerman Resources: definitive feasibility study for the Etango uranium projects, Namibia
▪ Fortescue Metals Group: (AMEC JV) engineering, procurement, construction (EPC) contract for the Cloudbreak ore handling wet front end project, Australia
▪ Paladin Energy: definitive feasibility study for the Langer Heinrich uranium projects, Namibia
In addition, in January 2012 AMEC was awarded extensions to two asset support contracts worth £70 million over three years for SABIC.
Other on-going projects include detailed engineering and procurement for ConocoPhillips' existing Judy platform and the hook-up and commissioning of the new Jasmine facilities in the North Sea, a long-term project management contract for KOC in Kuwait, and on-going oil sands work for Imperial Oil, Syncrude, Teck, Suncor and Connacher among others.
Order intake has improved with oil and gas and mining activity driving the increase. The order book at 31 December 2011 was up 17 per cent at £2.2 billion.
The outlook for growth in 2012 is good. This is driven by positive trends in the oil and gas market, particularly within the UK North Sea and the Gulf of Mexico, and the minerals and metals market, with oil sands volumes also expected to improve.
The shift in business mix and the increase in procurement activities for strategic customers will impact margins.
Power & Process
Power & Process is principally based in the UK and Americas and provides engineering, project management and asset support services in the clean energy market. It has a leading position in the nuclear sector, particularly in the UK, where its services are well-balanced across the asset lifecycle.
PAGE 7
Capex services generated 49 per cent of revenue with the rest in opex (2010: capex 48 per cent, opex 52 per cent).
The revenue can be analysed by market and sectors as shown below:
Power & Process | 2011 | 2010 | ||
Clean Energy market | ||||
a | Renewables / Bioprocess | (%) | 32 | 19 |
a | Nuclear | (%) | 31 | 30 |
a | Conventional Power | (%) | 21 | 34 |
a | Transmission & Distribution | (%) | 16 | 17 |
Power & Process | 2011 | Underlying business | Currency exchange | Acquisitions | 2010 | |
Revenue | (£m) | 849 | 50 | (3) | nil | 802 |
Y-on-Y change | (%) | +6 | +6 | nil | nil | |
EBITA | (£m) | 72 | 7 | nil | nil | 65 |
Y-on-Y change | (%) | +11 | +11 | nil | nil | |
EBITA margin | (%) | 8.5 | 8.1 | |||
Y-on-Y change | (bps) | +40 | ||||
Order book | (£bn) | 1.0 | 1.0 | |||
Y-on-Y change | (%) | +5 |
Revenue increased 6 per cent, to £849 million in 2011 (2010: £802 million), reflecting increased activity in North America and in the UK nuclear sector in particular.
EBITA was up 11 per cent, to £72 million (2010: £65 million), with the Sellafield decommissioning joint venture contributing £20 million (2010: £16 million). The overall EBITA margin improved by 40 basis points to 8.5 per cent.
Contract awards in 2011 reflect the focus on the clean energy market, particularly nuclear where AMEC has benefited from an increase in safety engineering work.
Nuclear
▪ Magnox Limited: four-year contract to provide hazard reduction services at eight nuclear sites across UK
▪ Magnox Limited: two-year contract to provide specialist nuclear and safety case services across the Nuclear Decommissioning Authority's 10 Magnox sites, UK
▪ Sellafield: radiological, environmental and site characterisation support in Cumbria, UK
▪ URENCO: three-year contract to provide the client with a range of nuclear services, UK
PAGE 8
Bioprocess
▪ INEOS Bio: selected to be global license support engineering firm - for the licensing programme roll-out for bioenergy facilities using INEOS Bio's advanced waste-to-bioenergy technology
▪ Sappi: EPCM services for its GoCell project, South Africa
In addition, National Grid awarded the AMEC JV a five-year extension to the Electricity Alliance West contract worth £650 million, to upgrade overhead power lines and underground cables across the western half of England and all of Wales. The award was announced in January 2012.
In the North American clean energy market, good progress is being made on the Sapphire Energy biofuel project in the US and new contracts were signed for the 99 MW Erieau wind project and the 10 MW Brockville PV solar project in Canada.
The order book at 31 December 2011 was £1.0 billion, (2010: £1.0 billion). The tier one Sellafield decommissioning contract, as it is an equity accounted joint venture, is not included in these figures.
Progress continues to be made on the resolution of the 'older contracts', which, as previously referenced, do not meet the revised criteria of low-risk services with high value-add.
Looking ahead, activity levels are expected to improve through the ongoing customer focus and the growing market for AMEC's engineering, project management and consultancy services in the clean energy market.
Environment & Infrastructure
Environment & Infrastructure (previously Earth & Environmental) is a leading international environmental and engineering consulting organisation. It works across all AMEC's markets and provides a complementary offering to many customers common to the Natural Resources or Power & Process divisions.
The division provides services from approximately 250 offices, mainly in North America, but with an increasing presence in the growth markets of Europe, South America and Australasia.
Revenues can be analysed by market and sector as follows:
Environment & Infrastructure | 2011 | 2010 | ||
Oil & Gas market | (%) | 14 | 16 | |
Minerals & Metals market | (%) | 11 | 9 | |
Clean Energy market | (%) | 2 | 2 | |
Environment & Infrastructure market | ||||
a | Government services | (%) | 25 | 29 |
a | Industrial / Commercial | (%) | 20 | 16 |
a | Transportation / Infrastructure | (%) | 16 | 15 |
a | Water / Municipal | (%) | 12 | 13 |
PAGE 9
Environment & Infrastructure | 2011 | Underlying business | Currency exchange | Acquisitions | 2010 | |
Revenue | (£m) | 722 | (14) | (11) | 154 | 593 |
Y-on-Y change | (%) | +22 | (2) | (2) | +26 | |
EBITA | (£m) | 66 | (2) | (1) | 14 | 55 |
Y-on-Y change | (%) | +21 | (3) | (2) | +26 | |
EBITA margin | (%) | 9.2 | 9.2 | |||
Y-on-Y change | (bps) | nil | ||||
Order book | (£bn) | 0.48 | 0.27 | |||
Y-on-Y change | (%) | +78 |
Revenue increased by 22 per cent to £722 million in 2011 (2010: £593 million), driven by the MACTEC acquisition. There were lower levels of activity in the federal sector, but performance in the industrial / commercial and mining sectors was strong.
EBITA increased 21 per cent in 2011 to £66 million (2010: £55 million), driven by the North American acquisitions. Overall EBITA margin was maintained at 9.2 per cent (2010: 9.2 per cent).
The order book improved to £0.5 billion (31 December 2010: £0.3 billion) largely due to the inclusion of MACTEC. Environment & Infrastructure conducts a large number of small contracts with the average contract size approximately $40,000. Some of the on-going contracts include:
▪ Northumbrian Water Limited: technical and commercial services framework contracts to provide multidisciplinary engineering, contract supervision services and associated environmental support as well as contract and cost management services, UK
▪ Arcelor Mittal: investigation, design and implementation services across a range of distinct projects, from annual dyke raises for the disposal facility to a culvert replacement programme across the AMMC's rail line, Canada.
In 2012, revenue growth is expected to continue, boosted by the MACTEC acquisition and a more favourable outlook for both the natural resource sectors and the North American economy in general.
Investment and other activities
This principally comprises the Incheon Bridge PPP project in Korea, now in operational phase, the Lancashire Waste PPP project, and AMEC's residual UK wind development activities. Revenue was £7 million (2010: £7 million) with EBITA £3 million (2010: £6 million).
PAGE 10
Board changes
As previously announced, John Connolly, formerly Global Chairman of Deloitte Touche Tohmatsu and Chief Executive of Deloitte UK, joined the board as Chairman on 1 June 2011.
Peter Byrom retired from the board at the end of his appointment term as non-executive director on 9 February 2011.
Following the resignation of Eleanor Evans, Christopher Fidler is Acting Company Secretary, until a successor is appointed.
Financial review
Geographical analysis
The group's largest market was the UK with 30 per cent of revenue (2010: 29 per cent), driven by oil and gas, nuclear, power and environmental services. Canada was the group's largest market in 2010, but in 2011 revenue was affected by the decline in oil sands activity, as previously referenced.
Administrative expenses
Administrative expenses increased by £2 million to £209 million (2010: £207 million) as a result of acquisitions during the period. The impact was partially offset by a reduced charge in respect of share-based payments.
Net financing income
Net financing income of £16 million was £1 million higher than last year (2010: £15 million) and included bank interest of £4 million (2010: £6 million), net interest on pensions assets and liabilities of £9 million (2010: £7 million) and foreign exchange gains and other items of £3 million (2010: £2 million).
The average interest rate received was approximately 0.8 per cent compared to 0.9 per cent in 2010.
In addition, AMEC's share of interest payable of equity accounted joint ventures was £4 million (2010: £4 million).
Taxation
Continuing operations
The group's effective tax rate in 2011 for the continuing businesses (including tax attributable to joint venture interests) before exceptional items and excluding intangible amortisation was 24.1 per cent (2010: 25.9 per cent). The reduction principally reflects the benefit of previously unrecognised tax losses, decreases in statutory tax rates, the agreement of historical items with various tax authorities and more proactive management.
PAGE 11
The tax rate in 2012 and beyond is expected to be in the mid-20s.
Deferred tax
At 31 December 2011, the group had deferred tax assets of £72 million (2010: £60 million) arising primarily from short-term timing differences relating to provisions, property, plant and equipment, retirement benefits and tax losses, offset by liabilities in respect of intangible assets.
Changes to reporting allocations
In 2011 the allocation of certain items was changed:
▪ The UK Asset Support business was transferred from Power & Process to Natural Resources
▪ The net interest on pension assets and liabilities and the net interest within equity accounted JVs were transferred from EBITA to net financing income.
These were reallocations only and there was no overall impact to profit before tax or earnings.
Financial position and net cash
The group remains in a strong financial position, with net cash as at 31 December 2011 of £521 million (2010: £740 million).
Cash generated from operations in 2011 was £209 million (2010: £172 million). After adjusting for exceptional items and discontinued operations, legacy settlements, pension payments in excess of amounts recognised in the income statement and dividends received from joint ventures, operating cash flow was £267 million (2010: £219 million).
Going concern
The directors are satisfied that the group has adequate resources to operate for the foreseeable future.
Intangible amortisation and goodwill impairment
The charge of £39 million for 2011 (2010: £25 million) includes intangible amortisation of £37 million and goodwill impairment of £2 million. Intangible amortisation relates to capitalised software and intangible assets acquired as part of the group's expansion programme. The 2011 charge is £12 million higher than the prior year (2010: £25 million) with the increase due to the acquisitions in the year and the full-year impact of acquisitions in 2010.
In line with IAS 36 'Impairment of assets', annual impairment reviews have been performed on the goodwill carried on the balance sheet. As a result of the disposal of a small business during the year, there was a £2 million impairment charge in 2011 (2010: £nil).
Exceptional items
One small business was divested during 2011 and there were various adjustments to existing provisions in respect of prior year disposals. Other exceptional items include transaction and deferred compensation costs on acquisitions, costs associated with exiting the group's activities
PAGE 12
in Libya and restructuring costs in Environment & Infrastructure following the acquisition of MACTEC.
In aggregate, there was a post-tax exceptional gain of £25 million (2010: £45 million).
Legacy issues
No new significant contingent liabilities were added in 2011. Provisions currently held for future costs of litigation total £54 million (2010: £50 million).
Balance sheet highlights
Key movements in the balance sheet are discussed below:
Intangible assets
The net book value of intangible assets as at 31 December 2011 was £848 million (2010: £621 million) comprising goodwill £725 million, software £27 million and other acquired intangible assets £96 million.
The increase in goodwill of £164 million, primarily relates to the acquisitions in the year of Zektingroup, qedi, BCI and MACTEC. Other acquired intangible assets include the value of customer relationships, brand names/trademarks, non-compete agreements and order backlogs of acquired businesses.
Working capital
Days' sales in inventory/WIP and receivables are as follows:
2011 | 2010 | ||
Days | Days | ||
Group | 80 | 78 |
The increase in days' sales in inventory/WIP and receivables reflects the increase in activity during the second half of the year compared with the same period in 2010.
Derivative financial instruments
As at 31 December 2011, there were derivative financial instruments with a net liability of £14 million (2010: £37 million) on the balance sheet. This net liability represents the fair value of foreign exchange contracts used to hedge the cash flows of foreign currency contracts and cross currency instruments used to hedge the net investment in overseas subsidiaries.
Distributable reserves
As at 31 December 2011, distributable reserves of AMEC plc stood at £820 million (2010: £696 million).
PAGE 13
£million | |
As at 1 January 2011 | 696 |
Dividends approved during 2011 | (86) |
Dividends received by subsidiaries | 188 |
Other movements | 22 |
As at 31 December 2011 | 820 |
A dividend of £19 million received from a subsidiary company in a prior period is not considered to be distributable.
Pensions
The IAS 19 surplus of the principal UK pension schemes at the end of 2011 of £32 million was lower than in 2010 (£63 million) reflecting principally a reduction on the discount rate, which was partly offset by higher than expected asset returns and other actuarial gains.
The triennial valuation of the main UK schemes was finalised during 2011. The actuarial assumptions adopted for IAS 19 purposes as at 31 December 2011 have been updated in line with the scheme experience identified as part of the triennial valuation. The revised mortality assumption was chosen with regard to the latest available tables, adjusted where appropriate to reflect the experience of the schemes' membership. The tables adopted are part of the S1 series of tables, taking into account each member's year of birth adjusted by an age rating of -½ year for males and +¼ year for females, and allowing for an underpin of 1.25 per cent per annum improvements in longevity. For a male/female aged 65 in 2011, these tables show a life expectancy of 22.7/24.1 years. For a male/female aged 45 in 2011, these tables show a life expectancy from age 65 of 24.5/26.1 years.
In association with the Trustees of the Schemes, AMEC will continue to monitor scheme mortality experience and will revise assumptions as appropriate.
Contributions of £28 million were paid to the company's defined benefit schemes during the year (2010: £22 million). This included special contributions agreed with the Trustees of £5 million (2010: £5 million).
There are a number of smaller schemes which are in a deficit position. The combined deficit as at 31 December 2011 was £81 million (2010: £36 million) with the increase in the year being due to an actuarial loss in a Canadian scheme and a deficit on a scheme which was acquired with MACTEC.
PAGE 14
Provisions
Provisions held at 31 December 2011 were £169 million (31 December 2010: £187 million). During 2011, £36 million of the brought forward provisions were utilised. As part of the ongoing review of the potential liabilities, £29 million of provisions were released as they were no longer required but an additional £47 million of provisions were created, which included £23 million arising from business combinations matched by a corresponding indemnity asset.
Provisions are analysed as follows:
As at 31 December 2011 | £million |
Litigation provisions | 54 |
Indemnities granted to buyers and retained obligations on disposed businesses | 66 |
Insurance, onerous property contracts and provisions to fund joint ventures | 49 |
Total | 169 |
PAGE 15
CONSOLIDATED INCOME STATEMENT
Before | Amortisation, | 2011 |
| ||||||
amortisation, | impairment and |
| |||||||
impairment and | exceptional |
| |||||||
exceptional | items |
| |||||||
items | (note 3) | Total |
| ||||||
£ million | £ million | £ million |
| ||||||
Continuing operations |
| ||||||||
| |||||||||
Revenue | 2 | 3,261 | - | 3,261 |
| ||||
| |||||||||
Cost of sales | (2,779) | - | (2,779) |
| |||||
| |||||||||
Gross profit | 482 | - | 482 |
| |||||
| |||||||||
Administrative expenses | (209) | (47) | (256) |
| |||||
| |||||||||
Profit on business disposals |
| ||||||||
and closures | - | 2 | 2 |
| |||||
| |||||||||
Profit/(loss) before net financing income | 273 | (45) | 228 |
| |||||
| |||||||||
Financial income | 18 | - | 18 |
| |||||
Financial expense | (2) | - | (2) |
| |||||
| |||||||||
Net financing income | 16 | - | 16 |
| |||||
| |||||||||
Share of post-tax results of joint ventures | 15 | - | 15 |
| |||||
| |||||||||
| |||||||||
Profit/(loss) before income tax | 2 | 304 | (45) | 259 |
| ||||
| |||||||||
Income tax | 4 | (69) | 17 | (52) |
| ||||
| |||||||||
Profit/(loss) for the year from continuing |
| ||||||||
operations | 235 | (28) | 207 |
| |||||
| |||||||||
Profit for the year from discontinued |
| ||||||||
operations | 5 | - | 25 | 25 |
| ||||
| |||||||||
Profit/(loss) for the year | 235 | (3) | 232 |
| |||||
| |||||||||
Attributable to: |
| ||||||||
Equity holders of the parent | 232 |
| |||||||
Non-controlling interests | - |
| |||||||
| |||||||||
232 |
| ||||||||
| |||||||||
Basic earnings per share: | 6 |
| |||||||
Continuing operations | 71.9p | 63.3p |
| ||||||
Discontinued operations | - | 7.5p |
| ||||||
| |||||||||
71.9p | 70.8p |
| |||||||
| |||||||||
Diluted earnings per share: | 6 |
| |||||||
Continuing operations | 70.5p | 61.9p |
| ||||||
Discontinued operations | - | 7.4p |
| ||||||
| |||||||||
70.5p | 69.3p |
| |||||||
| |||||||||
| |||||||||
Dividends per share: | 7 | 30.5p |
| ||||||
PAGE 16
CONSOLIDATED INCOME STATEMENT
Before | Amortisation, | 2010 |
| ||||||
amortisation, | impairment and |
| |||||||
impairment and | exceptional |
| |||||||
exceptional | items |
| |||||||
items | (note 3) | Total |
| ||||||
(restated) | (restated) | (restated) |
| ||||||
£ million | £ million | £ million |
| ||||||
Continuing operations |
| ||||||||
| |||||||||
Revenue | 2 | 2,951 | - | 2,951 |
| ||||
| |||||||||
Cost of sales | (2,499) | - | (2,499) |
| |||||
| |||||||||
Gross profit | 452 | - | 452 |
| |||||
| |||||||||
Administrative expenses | (207) | (33) | (240) |
| |||||
| |||||||||
Profit on business disposals and closures | - | 19 | 19 |
| |||||
| |||||||||
Profit/(loss) before net financing income | 245 | (14) | 231 |
| |||||
| |||||||||
Financial income | 18 | - | 18 |
| |||||
Financial expense | (3) | - | (3) |
| |||||
| |||||||||
Net financing income | 15 | - | 15 |
| |||||
| |||||||||
Share of post-tax results of joint ventures | 13 | - | 13 |
| |||||
| |||||||||
Profit/(loss) before income tax | 2 | 273 | (14) | 259 |
| ||||
| |||||||||
Income tax | 4 | (66) | 43 | (23) |
| ||||
| |||||||||
Profit for the year from continuing |
| ||||||||
operations | 207 | 29 | 236 |
| |||||
| |||||||||
Loss for the year from discontinued |
| ||||||||
operations | 5 | (4) | (2) | (6) |
| ||||
| |||||||||
Profit for the year | 203 | 27 | 230 |
| |||||
| |||||||||
Attributable to: |
| ||||||||
Equity holders of the parent | 231 |
| |||||||
Non-controlling interests | (1) |
| |||||||
| |||||||||
230 |
| ||||||||
| |||||||||
Basic earnings/(loss) per share: | 6 |
| |||||||
Continuing operations | 64.0p | 73.0p |
| ||||||
Discontinued operations | (1.3)p | (2.1)p |
| ||||||
| |||||||||
62.7p | 70.9p |
| |||||||
| |||||||||
Diluted earnings/(loss) per share: | 6 |
| |||||||
Continuing operations | 62.5p | 71.3p |
| ||||||
Discontinued operations | (1.3)p | (2.0)p |
| ||||||
| |||||||||
61.2p | 69.3p |
| |||||||
| |||||||||
| |||||||||
Dividends per share | 7 | 26.5p |
| ||||||
PAGE 17
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
2011 | 2010 | |||||
£ million | £ million | |||||
Profit for the year | 232 | 230 | ||||
Actuarial (losses)/gains on defined benefit pension schemes | (71) | 21 | ||||
Tax on actuarial losses/(gains) | 23 | (7) | ||||
Exchange movements on translation of foreign subsidiaries | - | 70 | ||||
Net gain/(loss) on hedges of net investment in foreign subsidiaries | 4 | (11) | ||||
Tax on exchange movements | - | 1 | ||||
Cumulative exchange movements recognised in profit on disposal | - | (6) | ||||
Cash flow hedges: | ||||||
Effective portion of changes in fair value | - | 1 | ||||
Transferred to the income statement | - | 1 | ||||
Tax on effective portion of changes in fair value of cash flow hedges | - | (1) | ||||
Other comprehensive income | (44) | 69 | ||||
Total comprehensive income | 188 | 299 | ||||
Attributable to: | ||||||
Equity holders of the parent | 188 | 300 | ||||
Non-controlling interests | - | (1) | ||||
Total comprehensive income | 188 | 299 |
PAGE 18
CONSOLIDATED BALANCE SHEET
31 December | 31 December | ||||
Note | 2011 | 2010 | |||
£ million | £ million | ||||
ASSETS | |||||
Non-current assets | |||||
Property, plant and equipment | 35 | 32 | |||
Intangible assets | 8 | 848 | 621 | ||
Interests in joint ventures | 41 | 43 | |||
Derivative financial instruments | - | 1 | |||
Retirement benefit assets | 32 | 63 | |||
Other receivables | 9 | 23 | - | ||
Deferred tax assets | 72 | 60 | |||
Total non-current assets | 1,051 | 820 | |||
Current assets | |||||
Inventories | 4 | 1 | |||
Trade and other receivables | 844 | 697 | |||
Derivative financial instruments | 4 | 1 | |||
Current tax receivable | 31 | 4 | |||
Bank deposits (more than three months) | 28 | 196 | |||
Cash and cash equivalents | 493 | 544 | |||
Total current assets | 1,404 | 1,443 | |||
Total assets | 2,455 | 2,263 | |||
LIABILITIES | |||||
Current liabilities | |||||
Trade and other payables | (758) | (685) | |||
Derivative financial instruments | (15) | (27) | |||
Current tax payable | (55) | (34) | |||
Total current liabilities | (828) | (746) | |||
Non-current liabilities | |||||
Trade and other payables | 9 | - | (7) | ||
Derivative financial instruments | (3) | (12) | |||
Retirement benefit liabilities | (81) | (36) | |||
Provisions | 10 | (169) | (187) | ||
Total non-current liabilities | (253) | (242) | |||
Total liabilities | (1,081) | (988) | |||
Net assets | 1,374 | 1,275 | |||
EQUITY | |||||
Share capital | 169 | 169 | |||
Share premium account | 101 | 101 | |||
Hedging and translation reserves | 131 | 127 | |||
Capital redemption reserve | 17 | 17 | |||
Retained earnings | 955 | 858 | |||
Total equity attributable to equity holders of the parent | 1,373 | 1,272 | |||
Non-controlling interests | 1 | 3 | |||
Total equity | 1,374 | 1,275 |
PAGE 19
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Capital | Non- | |||||||||||||||||
Share | Share | Hedging | Transl'n | redemption | Retained | controlling | Total | |||||||||||
capital | premium | reserve | reserve | reserve | earnings | Total | interests | equity | ||||||||||
£ million | £ million | £ million | £ million | £ million | £ million | £ million | £ million | £ million | ||||||||||
As at 1 Jan 2011 | 169 | 101 | (4) | 131 | 17 | 858 | 1,272 | 3 | 1,275 | |||||||||
Profit for the | ||||||||||||||||||
year | - | - | - | - | - | 232 | 232 | - | 232 | |||||||||
Actuarial losses on | ||||||||||||||||||
defined benefit | ||||||||||||||||||
pension schemes | - | - | - | - | - | (71) | (71) | - | (71) | |||||||||
Tax on actuarial losses | - | - | - | - | - | 23 | 23 | - | 23 | |||||||||
Net gain on hedges of | ||||||||||||||||||
net investment in | ||||||||||||||||||
foreign subsidiaries | - | - | - | 4 | - | - | 4 | - | 4 | |||||||||
Other comprehensive |
| |||||||||||||||||
income for the year | - | - | - | 4 | - | (48) | (44) | - | (44) | |||||||||
Total comprehensive | ||||||||||||||||||
income for the year | - | - | - | 4 | - | 184 | 188 | - | 188 | |||||||||
Dividends | - | - | - | - | - | (86) | (86) | - | (86) | |||||||||
Equity-settled share | ||||||||||||||||||
based payments | - | - | - | - | - | 11 | 11 | - | 11 | |||||||||
Acquisition of shares | ||||||||||||||||||
by trustees of the | ||||||||||||||||||
Performance Share | ||||||||||||||||||
Plan | - | - | - | - | - | (11) | (11) | - | (11) | |||||||||
Utilisation of treasury | ||||||||||||||||||
shares | - | - | - | - | - | 11 | 11 | - | 11 | |||||||||
Acquisition of treasury | ||||||||||||||||||
shares | - | - | - | - | - | (12) | (12) | - | (12) | |||||||||
Business disposal | - | - | - | - | - | - | - | (2) | (2) | |||||||||
As at 31 Dec 2011 | 169 | 101 | (4) | 135 | 17 | 955 | 1,373 | 1 | 1,374 | |||||||||
PAGE 20
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Capital | Non- | |||||||||||||||||
Share | Share | Hedging | Transl'n | redemption | Retained | controlling | Total | |||||||||||
capital | premium | reserve | reserve | reserve | earnings | Total | interests | equity | ||||||||||
£ million | £ million | £ million | £ million | £ million | £ million | £ million | £ million | £ million | ||||||||||
As at 1 Jan 2010 | 169 | 101 | (5) | 77 | 17 | 663 | 1,022 | 3 | 1,025 | |||||||||
Profit/(loss) for the | ||||||||||||||||||
year | - | - | - | - | - | 231 | 231 | (1) | 230 | |||||||||
Actuarial gains on | ||||||||||||||||||
defined benefit | ||||||||||||||||||
pension schemes | - | - | - | - | - | 21 | 21 | - | 21 | |||||||||
Tax on actuarial gains | - | - | - | - | - | (7) | (7) | - | (7) | |||||||||
Exchange movements | ||||||||||||||||||
on translation of | ||||||||||||||||||
foreign subsidiaries | - | - | - | 70 | - | - | 70 | - | 70 | |||||||||
Net loss on hedges of | ||||||||||||||||||
net investment in | ||||||||||||||||||
foreign subsidiaries | - | - | - | (11) | - | - | (11) | - | (11) | |||||||||
Tax on exchange | ||||||||||||||||||
movements | - | - | - | 1 | - | - | 1 | - | 1 | |||||||||
Cumulative exchange | ||||||||||||||||||
movements recognised | ||||||||||||||||||
in profit on disposal | - | - | - | (6) | - | - | (6) | - | (6) | |||||||||
Effective portion of | ||||||||||||||||||
changes in fair value | ||||||||||||||||||
of cash flow hedges | - | - | 1 | - | - | - | 1 | - | 1 | |||||||||
Transferred to the | ||||||||||||||||||
income statement | - | - | 1 | - | - | - | 1 | - | 1 | |||||||||
Tax on effective portion | ||||||||||||||||||
of changes in fair value | ||||||||||||||||||
of cash flow hedges | - | - | (1) | - | - | - | (1) | - | (1) | |||||||||
Other comprehensive | ||||||||||||||||||
income for the year | - | - | 1 | 54 | - | 14 | 69 | - | 69 | |||||||||
Total comprehensive | ||||||||||||||||||
income for the year | - | - | 1 | 54 | - | 245 | 300 | (1) | 299 | |||||||||
Dividends | - | - | - | - | - | (58) | (58) | - | (58) | |||||||||
Shares issued | - | - | - | - | - | - | ‑ | 1 | 1 | |||||||||
Equity-settled share | ||||||||||||||||||
based payments | - | - | - | - | - | 14 | 14 | - | 14 | |||||||||
Tax on equity-settled | ||||||||||||||||||
share based payments | - | - | - | - | - | 5 | 5 | - | 5 | |||||||||
Acquisition of shares | ||||||||||||||||||
by trustees of the | ||||||||||||||||||
Performance Share | ||||||||||||||||||
Plan | - | - | - | - | - | (5) | (5) | - | (5) | |||||||||
Utilisation of treasury | ||||||||||||||||||
shares | - | - | - | - | - | 2 | 2 | - | 2 | |||||||||
Acquisition of treasury | ||||||||||||||||||
shares | - | - | - | - | - | (8) | (8) | - | (8) | |||||||||
As at 31 Dec 2010 | 169 | 101 | (4) | 131 | 17 | 858 | 1,272 | 3 | 1,275 | |||||||||
PAGE 21
CONSOLIDATED CASH FLOW STATEMENT
2011 | 2010 (restated) | ||||
Note | £ million | £ million | |||
Cash flow from operating activities | |||||
Profit before income tax from continuing operations | 259 | 259 | |||
Loss before income tax from discontinued operations | 5 | (2) | (18) | ||
Profit before income tax | 257 | 241 | |||
Financial income | (18) | (18) | |||
Financial expense | 2 | 3 | |||
Share of post-tax results of joint ventures | (15) | (13) | |||
Intangible amortisation and goodwill impairment | 39 | 25 | |||
Depreciation | 10 | 12 | |||
Loss/(profit) on disposal of businesses | 2 | (4) | |||
Difference between contributions to retirement benefit | |||||
schemes and current service cost | (7) | (3) | |||
Equity settled share-based payments | 11 | 14 | |||
281 | 257 | ||||
Increase in inventories | (3) | (1) | |||
Increase in trade and other receivables | (62) | (165) | |||
(Decrease)/increase in trade and other payables and provisions | (7) | 81 | |||
Cash generated from operations | 209 | 172 | |||
Tax paid | (36) | (38) | |||
Net cash flow from operating activities | 173 | 134 | |||
Cash flow from investing activities | |||||
Acquisition of businesses (net of cash acquired) | (254) | (94) | |||
Funding of joint ventures | (12) | (16) | |||
Purchase of property, plant and equipment | (12) | (6) | |||
Purchase of intangible assets | (11) | (7) | |||
Movements in short-term bank deposits | 168 | (66) | |||
Disposal of businesses (net of cash disposed of) | (9) | 12 | |||
Disposal of property, plant and equipment | 1 | 1 | |||
Interest received | 6 | 6 | |||
Dividends received from joint ventures | 17 | 17 | |||
Amounts paid on maturity of net investment hedges | (20) | - | |||
Net cash flow from investing activities | (126) | (153) | |||
Net cash flow before financing activities | 47 | (19) | |||
Cash flow from financing activities | |||||
Dividends paid | (86) | (58) | |||
Acquisition of treasury shares (net) | (1) | (6) | |||
Acquisition of shares by trustees of the Performance Share Plan | (11) | (5) | |||
Net cash flow from financing activities | (98) | (69) | |||
Decrease in cash and cash equivalents | (51) | (88) | |||
Cash and cash equivalents as at the beginning of the year | 544 | 612 | |||
Exchange gains on cash and cash equivalents | - | 20 | |||
Cash and cash equivalents as at the end of the year | 493 | 544 | |||
Cash and cash equivalents consist of: | |||||
Cash at bank and in hand | 130 | 177 | |||
Bank deposits (less than three months) | 363 | 367 | |||
Cash and cash equivalents as at the end of the year | 493 | 544 | |||
Bank deposits (more than three months) | 28 | 196 | |||
Net cash as at the end of the year | 521 | 740 | |||
PAGE 22
NOTES
1. ACCOUNTING STANDARDS ADOPTED DURING THE YEAR AND BASIS OF PREPARATION
In accordance with EU law (IAS Regulation EC 1606/2002), the preliminary results have been prepared in accordance with International Financial Reporting Standards ('IFRS') adopted for use in the EU as at 31 December 2011 ('adopted IFRS'), International Financial Reporting Interpretations Committee ('IFRIC') interpretations and those parts of the Companies Act 2006 applicable to companies reporting under IFRS.
Accounting standards adopted in the year
There are no IFRS or IFRIC interpretations effective for the first time this financial year that have had a material impact on the group.
Basis of preparation
The financial information set out herein does not constitute the company's statutory accounts for the years ended 31 December 2011 or 2010 but is derived from those accounts. The financial information has been prepared using accounting policies consistent with those set out in the annual report and accounts for the year ended 31 December 2010. Statutory accounts for 2010 have been delivered to the Registrar of Companies, and those for 2011 will be delivered in due course. The auditors have reported on those accounts; their reports were unqualified, did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain any statements under Section 498 (2) or (3) of the Companies Act 2006.
The preparation of accounts in accordance with generally accepted accounting principles requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Some accounting policies require a high level of judgement, and AMEC believes that the most critical accounting policies and significant areas of judgement and estimation arise from the accounting for defined benefit pension schemes under IAS 19 'Employee benefits', for long-term contracts under IAS 11 'Construction contracts' and IAS 18 'Revenue recognition' and for provisions under IAS 37 'Provisions, contingent liabilities and contingent assets'.
The results for 2011 were approved by the board of directors on 21 February 2012 and are audited.
The annual report and accounts for the year ended 31 December 2011 will be posted to shareholders on 14 March 2012.
The Annual General Meeting (AGM) will take place on 19 April 2012.
Subject to approval by shareholders at the forthcoming AGM the final dividend will be paid on 2 July 2012 to shareholders on the register of members at the close of business on 1 June 2012.
Interim, preliminary and all other announcements notified to the London Stock Exchange are available on the internet at amec.com.
PAGE 23
NOTES continued
Restatements
The accounts for the year ended 31 December 2010 have been restated to present the results rounded to the nearest million rather than to one decimal place. Following this change in presentation, all calculated numbers, for example earnings per share, continue to be calculated on the underlying numbers to one decimal place precision.
As announced in March 2011, the consolidated income statement for the year ended 31 December 2010 has been restated to present pension financing income within net financing income rather than within administrative expenses. The purpose of this restatement is to report the results of financing the pension schemes within net financing income. The impact of this restatement is an increase in administrative expenses of £7 million for the year ended 31 December 2010. Net financing income has increased by the same amount. The restatement has no impact on the group's reported profit.
As announced in March 2011, the segmental analysis of the results for the year ended 31 December 2010 has been restated, in line with the group's internal reporting structure, to present the UK asset support business within the Natural Resources division rather than the Power & Process division. In addition, the segmental analysis has also been restated to include net financing income of equity accounted joint ventures within net financing income not EBITA.
The net impact of the above restatements is to increase revenue and EBITA of the Natural Resources division by £82 million and £4 million respectively for the year ended 31 December 2010. Revenue and EBITA of the Power & Process division has reduced by £82 million and £10 million respectively. In addition, EBITA of the Investments and other activities segment and net financing income have both increased by £3 million.
2. SEGMENTAL ANALYSIS OF CONTINUING OPERATIONS
AMEC has three divisions: Natural Resources, Power & Process and Environment & Infrastructure, that offer high-value consultancy, engineering and project management services to the world's oil and gas, minerals and metals, clean energy and environment and infrastructure sectors. Each of the divisions is considered to be a reportable segment. Following the acquisition of MACTEC, the Earth & Environmental division has been rebranded to Environment & Infrastructure to better reflect the services and scope of the current business and its global growth strategy. AMEC's Chief Executive together with the senior management team constitute the chief operating decision maker, and they regularly review the performance of these three divisions as well as the Investments and other activities segment. The Investments and other activities segment principally comprises the Incheon Bridge PPP project in Korea now in the operational phase, the Lancashire Waste PPP project being commissioned and AMEC's remaining UK Wind development activities. Details of the services offered by each division and the end markets in which they operate are given in the segmental review on pages 6 to 10.
Revenue | Profit/(loss) | |||||||||
2011 | 2010 | 2011 | 2010 |
| ||||||
(restated) | (restated) |
| ||||||||
£ million | £ million | £ million | £ million |
| ||||||
| ||||||||||
Class of business: |
| |||||||||
Natural Resources | 1,742 | 1,603 | 192 | 179 |
| |||||
Power & Process | 849 | 802 | 72 | 65 |
| |||||
Environment & Infrastructure | 722 | 593 | 66 | 55 |
| |||||
Investments and other activities | 7 | 7 | 3 | 6 |
| |||||
| ||||||||||
3,320 | 3,005 | 333
| 305 |
| ||||||
Internal revenue | (59) | (54) | - | - |
| |||||
| ||||||||||
External revenue | 3,261 | 2,951 | - | - |
| |||||
| ||||||||||
Corporate costs1 | (34) | (36) |
| |||||||
EBITA2 | 299 | 269 |
| |||||||
Net financing income3 | 12 | 11 |
| |||||||
Adjusted profit before tax | 311 | 280 |
| |||||||
Tax on results of joint ventures4 | (7) | (7) |
| |||||||
304 | 273 |
| ||||||||
Intangible amortisation and goodwill |
| |||||||||
impairment Exceptional items | (39) (6) | (25) 11 |
| |||||||
| ||||||||||
Profit before income tax | 259 | 259 |
| |||||||
| ||||||||||
PAGE 24
2. SEGMENTAL ANALYSIS OF CONTINUING OPERATIONS continued
Revenue is analysed by geographical origin as follows:
Revenue | ||||||||
2011 | 2010 | |||||||
£ million | £ million | |||||||
United Kingdom | 976 | 852 | ||||||
Canada | 929 | 1,087 | ||||||
United States | 844 | 604 | ||||||
Rest of the World | 512 | 408 | ||||||
3,261 | 2,951 |
1Corporate costs comprise the costs of operating central corporate functions and certain regional overheads.
2EBITA is earnings from continuing operations before net financing income, tax, intangible amortisation and goodwill impairment and pre-tax exceptional items of £273 million (2010: £245 million) but including joint venture EBIT of £26 million (2010: £24 million).
3Net financing income includes AMEC's share of net interest payable of joint ventures.
4The share of post-tax results of joint ventures is further analysed as follows:
2011 | 2010 | |||||||
£ million | £ million | |||||||
EBIT | 26 | 24 | ||||||
Net financing income | (4) | (4) | ||||||
Tax | (7) | (7) | ||||||
15 | 13 |
3. AMORTISATION, IMPAIRMENT AND EXCEPTIONAL ITEMS
2011 | 2010 | |||
£ million | £ million | |||
Continuing operations: | ||||
Administrative expenses - exceptional items | (8) | (8) | ||
Administrative expenses - intangible amortisation and goodwill impairment | (39) | (25) | ||
(47) | (33) | |||
Profit on business disposals and closures | 2 | 19 | ||
(45) | (14) | |||
Taxation credit on exceptional items of continuing operations | 6 | 36 | ||
Taxation credit on intangible amortisation and goodwill impairment | 11 | 7 | ||
17 | 43 | |||
Post-tax amortisation, impairment and exceptional items | ||||
of continuing operations | (28) | 29 | ||
Exceptional items of discontinued operations (post-tax) | 25 | (2) | ||
Post-tax amortisation, impairment and exceptional items | (3) | 27 |
PAGE 25
3. AMORTISATION, IMPAIRMENT AND EXCEPTIONAL ITEMS continued
Post-tax exceptional profits for 2011 are further analysed as follows:
2011 | |||||||||
Profit/ | |||||||||
Profit in | (loss) on | ||||||||
Profit/ | respect of | business | Other | ||||||
(loss) on | business | disposals | exceptional | ||||||
disposals | closures | and closures | items | Total | |||||
£ million | £ million | £ million | £ million | £ million | |||||
Continuing operations | - | 2 | 2 | (8) | (6) | ||||
Discontinued operations | (2) | - | (2) | - | (2) | ||||
(Loss)/profit before tax | (2) | 2 | - | (8) | (8) | ||||
Tax | 27 | 1 | 28 | 5 | 33 | ||||
Profit/(loss) after tax | 25 | 3 | 28 | (3) | 25 |
Adjustments to provisions held in respect of businesses sold in prior years, including the release of a tax provision relating to the disposal of AMEC's Built Environment businesses in 2007 resulted in a post-tax profit on disposal and closures of £28 million.
Other exceptional losses of £8 million include IFRS 3 acquisition, transaction and deferred compensation costs along with the costs of exiting the group's activities in Libya and restructuring costs in the Environment and Infrastructure segment following the acquisition of MACTEC. Transaction costs of £3 million have been incurred in the year.
Post-tax exceptional profits for 2010 are further analysed as follows:
2010 | |||||||||
Profit/ | |||||||||
Profit in | (loss) on | ||||||||
Profit/ | respect of | business | Other | ||||||
(loss) on | business | disposals | exceptional | ||||||
disposals | closures | and closures | items | Total | |||||
£ million | £ million | £ million | £ million | £ million | |||||
Continuing operations | 13 | 6 | 19 | (8) | 11 | ||||
Discontinued operations | (9) | - | (9) | (5) | (14) | ||||
Profit/(loss) before tax | 4 | 6 | 10 | (13) | (3) | ||||
Tax | 45 | - | 45 | 3 | 48 | ||||
Profit/(loss) after tax | 49 | 6 | 55 | (10) | 45 |
The disposal of AGRA Foundations Limited in 2010, together with adjustments to provisions held in respect of businesses sold in prior years and foreign exchange movements on provisions established on the disposal of SPIE, resulted in the pre-tax profit on business disposals and closure of £10 million. The tax credit of £45 million in respect of profit on disposals includes the release of a provision of £36 million relating to the disposal of AMEC's UK Wind Developments business in 2008, and results in a post-tax profit on disposals and closures of £55 million in the year.
Other exceptional losses of £13 million include transaction costs of £4 million, elements of deferred consideration on acquisitions of £4 million, and certain legacy settlements of £6 million.
4. INCOME TAX
The group's effective tax rate in 2011 for the continuing businesses (including tax attributable to joint venture interests) before exceptional items and excluding intangible amortisation was 24.1 per cent (2010: 25.9 per cent)
On 23 March 2011, in his Budget Speech, the UK Chancellor of the Exchequer announced a reduction in the rate of Corporation Tax from 28 per cent to 26 per cent from 1 April 2011, with further reductions of 1 per cent per annum to 23 per cent by 1 April 2014. As at 31 December 2011, the reduction in the rate to 25 per cent on 1 April 2012 has been substantively enacted.
The change in deferred tax has resulted in a reduction in deferred tax liabilities of £2 million, which has been recognised in the income statement. However, the remaining reductions in the rate have not yet been substantively enacted and therefore the proposed changes are not reflected in the figures reported.
The decrease in the rate from 25 per cent to 23 per cent would reduce the balance sheet deferred tax asset by approximately £1 million and would reduce unrecognised deferred tax assets by approximately £1 million. During the period to 2014, AMEC estimates that the effect of the proposed changes to income and equity would be a charge of £1 million to the income statement.
PAGE 26
5. PROFIT/(LOSS) FOR THE YEAR FROM DISCONTINUED OPERATIONS
Discontinued operations represent the residual assets and retained obligations in respect of businesses sold in prior years.
In accordance with IFRS 5, the post-tax results of discontinued operations are disclosed separately in the consolidated income statement. The results of the discontinued operations are as follows:
2011 | 2010 | |||
£ million | £ million | |||
Cost of sales and net operating expenses | - | (4) | ||
Loss before exceptional items and income tax | - | (4) | ||
Loss on disposal | (2) | (9) | ||
Attributable tax on loss on disposal | 3 | 10 | ||
Adjustments in respect of prior year - release of tax provision on disposal of business | 24 | - | ||
Other exceptional items | - | (5) | ||
Attributable tax on exceptional items | - | 2 | ||
Profit/(loss) for the year from discontinued operations | 25 | (6) | ||
6. EARNINGS PER SHARE
Basic and diluted earnings per share are shown on the face of the income statement. The calculation of the average number of shares in issue has been made having deducted the shares held by the trustees of the Performance Share Plan and Transformation Incentive Plan, those held by the qualifying employee share ownership trust and those held in treasury by the company.
2011 | 2010 | |||||||||||
Weighted | Weighted | |||||||||||
average shares | Earnings per | average shares | Earnings per | |||||||||
Earnings | number | share | Earnings | number | share | |||||||
£ million | million | pence | £ million | million | pence | |||||||
Basic earnings from | ||||||||||||
continuing operations | 207 | 327 | 63.3 | 237 | 326 | 73.0 | ||||||
Share options | - | 3 | (0.6) | - | 2 | (0.5) | ||||||
Employee share and incentive schemes | - | 4 | (0.8) | - | 5 | (1.2) | ||||||
Diluted earnings from | ||||||||||||
continuing operations | 207 | 334 | 61.9 | 237 | 333 | 71.3 | ||||||
Basic earnings/(loss) from discontinued operations | 25 | 327 | 7.5 | (6) | 326 | (2.1) | ||||||
Share options | - | 3 | - | - | 2 | 0.1 | ||||||
Employee share and incentive schemes | - | 4 | (0.1) | - | 5 | - | ||||||
Diluted earnings/(loss) from | ||||||||||||
discontinued operations | 25 | 334 | 7.4 | (6) | 333 | (2.0) |
Basic and diluted profit from continuing operations is calculated as set out below:
2011 | 2010 | |||
£ million | £ million | |||
Profit for the year from continuing operations | 207 | 236 | ||
Loss attributable to non-controlling interests | - | 1 | ||
Basic and diluted profit from continuing operations | 207 | 237 |
PAGE 27
6. EARNINGS PER SHARE continued
In order to appreciate the effects on the reported performance of intangible amortisation, goodwill impairment and exceptional items on reported performance, additional calculations of earnings per share are presented.
2011 | 2010 | |||||||||||
Weighted | Weighted | |||||||||||
average shares | Earnings per | average shares | Earnings per | |||||||||
Earnings | number | share | Earnings | number | share | |||||||
£ million | million | pence | £ million | million | pence | |||||||
Basic earnings from | ||||||||||||
continuing operations | 207 | 327 | 63.3 | 237 | 326 | 73.0 | ||||||
Exceptional items (post-tax) | - | - | 0.2 | (47) | - | (14.4) | ||||||
Amortisation and impairment | ||||||||||||
(post-tax) | 28 | - | 8.4 | 18 | - | 5.4 | ||||||
Basic earnings from continuing | ||||||||||||
operations before amortisation, | ||||||||||||
impairment and exceptional items | 235 | 327 | 71.9 | 208 | 326 | 64.0 | ||||||
Share options | - | 3 | (0.6) | - | 2 | (0.4) | ||||||
Employee share and incentive | ||||||||||||
schemes | - | 4 | (0.8) | - | 5 | (1.1) | ||||||
Diluted earnings from continuing | ||||||||||||
operations before amortisation, | ||||||||||||
impairment and exceptional items | 235 | 334 | 70.5 | 208 | 333 | 62.5 | ||||||
Basic earnings from | ||||||||||||
discontinued operations | 25 | 327 | 7.5 | (6) | 326 | (2.1) | ||||||
Exceptional items (post-tax) | (25) | - | (7.5) | 2 | - | 0.8 | ||||||
Basic earnings from discontinued | ||||||||||||
operations before amortisation, | ||||||||||||
impairment and exceptional items | - | 327 | - | (4) | 326 | (1.3) | ||||||
Share options | - | 3 | - | - | 2 | - | ||||||
Employee share and incentive | ||||||||||||
schemes | - | 4 | - | - | 5 | - | ||||||
Diluted earnings from | ||||||||||||
discontinued operations before | ||||||||||||
amortisation, impairment and | ||||||||||||
exceptional items | - | 334 | - | (4) | 333 | (1.3) | ||||||
7. DIVIDENDS
The directors are proposing a final dividend in respect of the financial year ended 31 December 2011 of 20.3 pence per share, which will absorb an estimated £67 million of equity. Subject to approval, it will be paid on 2 July 2012 to shareholders on the register of members on 1 June 2012. This dividend has not been provided for and there are no income tax consequences for the company. This final dividend together with the interim dividend of 10.2 pence (2010: 7.3 pence) per share results in a total dividend for the year of 30.5 pence per share (2010: 26.5 pence).
2011 | 2010 | ||||||
Pence | Pence | ||||||
Dividends charged to reserves and paid | per share | £ million | per share | £ million | |||
Interim dividend in respect of 2010 (2010: interim | 7.3 | 24 | 6.1 | 20 | |||
dividend in respect of 2009) | |||||||
Final dividend in respect of 2010 (2010: final dividend | 19.2 | 62 | 11.6 | 38 | |||
in respect of 2009) | |||||||
26.5 | 86 | 17.7 | 58 |
PAGE 28
8. INTANGIBLE ASSETS
Goodwill | Software | Other | Total | ||||
£ million | £ million | £ million | £ million | ||||
Cost: | |||||||
As at 1 January 2011 | 597 | 27 | 105 | 729 | |||
Exchange and other movements | 5 | - | 3 | 8 | |||
Acquired through business combinations | 164 | 5 | 74 | 243 | |||
Additions | - | 14 | - | 14 | |||
Disposals | (2) | - | (18) | (20) | |||
As at 31 December 2011 | 764 | 46 | 164 | 974 | |||
Amortisation: | |||||||
As at 1 January 2011 | 40 | 15 | 53 | 108 | |||
Exchange and other movements | (1) | - | - | (1) | |||
Provided during the year* | 2 | 4 | 33 | 39 | |||
Disposals | (2) | - | (18) | (20) | |||
As at 31 December 2011 | 39 | 19 | 68 | 126 | |||
Cost: | |||||||
As at 1 January 2010 | 494 | 18 | 72 | 584 | |||
Exchange and other movements | 46 | 2 | 3 | 51 | |||
Acquired through business combinations | 59 | - | 30 | 89 | |||
Additions | - | 7 | - | 7 | |||
Disposal of business | (2) | - | - | (2) | |||
As at 31 December 2010 | 597 | 27 | 105 | 729 | |||
Amortisation: | |||||||
As at 1 January 2010 | 37 | 11 | 29 | 77 | |||
Exchange and other movements | 3 | 1 | 2 | 6 | |||
Provided during the year | - | 3 | 22 | 25 | |||
As at 31 December 2010 | 40 | 15 | 53 | 108 | |||
Net book value: | |||||||
As at 31 December 2011 | 725 | 27 | 96 | 848 | |||
As at 31 December 2010 | 557 | 12 | 52 | 621 | |||
As at 1 January 2010 | 457 | 7 | 43 | 507 |
*Amounts provided during the year include £2 million of goodwill allocated to a small business divested during the year.
9. OTHER NON-CURRENT ASSETS AND LIABILITIES
Other non-current receivables of £23 million (2010: £nil) represent indemnities received on the acquisition of MACTEC, which are matched by liabilities included within provisions.
Trade and other payables of £nil (2010: £7 million) represents the amount of deferred consideration on acquisitions payable in more than one year.
PAGE 29
10. PROVISIONS
The nature and measurement bases of the group's provisions are unchanged from those presented in the 2010 annual report and accounts.
Onerous | |||||||||
property | |||||||||
Indemnities | contracts | ||||||||
granted and | and | ||||||||
Litigation | retained | provisions | |||||||
settlement | obligations | to fund | |||||||
and future | on disposed | joint | |||||||
legal costs | businesses | Insurance | ventures | Total | |||||
£ million | £ million | £ million | £ million | £ million | |||||
As at 1 January 2011 | 50 | 66 | 44 | 27 | 187 | ||||
Utilised | (6) | (12) | (4) | (14) | (36) | ||||
Charged/(credited) to the income | |||||||||
statement: | |||||||||
Additional provisions | 3 | 21 | - | - | 24 | ||||
Unused amounts reversed | (16) | (9) | (3) | (1) | (29) | ||||
Arising on business | |||||||||
combinations | 23 | - | - | - | 23 | ||||
As at 31 December 2011 | 54 | 66 | 37 | 12 | 169 | ||||
11. ACQUISITIONS AND DISPOSALS
The following purchases have been accounted for as acquisitions. MACTEC, Inc contributed £126 million to consolidated revenue and £10 million to consolidated EBITA in the period from the date of its acquisition to 31 December 2011. None of the other businesses acquired made a material contribution to consolidated revenue and profit in the period from their acquisition to 31 December 2011, nor would they have done in the year ended 31 December 2011 if they had been acquired on 1 January 2011.
Intangible assets recognised at fair value on the acquisition of these businesses included brands, trade names, customer relationships, order backlogs and non-compete agreements.
ACQUISITIONS IN 2011
QED International Limited
On 21 February 2011, the group acquired all of the shares in QED International Limited ('qedi'). qedi is a market-leading project delivery company, focused on delivering specialist completion and commissioning services for major projects in the oil and gas industry. The acquisition strengthens AMEC's project delivery capability across its key sectors, supports the Vision 2015 strategy, and reinforces AMEC's excellent track record through commissioning into operation.
The amounts recognised in respect of identifiable assets and liabilities relating to the acquisition of qedi were as follows:
Recognised | ||||||
value | ||||||
£ million | ||||||
Intangible assets | 14 | |||||
Trade and other receivables | 10 | |||||
Bank loans | (1) | |||||
Trade and other payables | (4) | |||||
Deferred tax liability | (3) | |||||
Net identifiable assets and liabilities | 16 | |||||
Goodwill on acquisition | 17 | |||||
33 | ||||||
Consideration | ||||||
Cash - paid on completion | 28 | |||||
- paid to repay debt | 5 | |||||
33 | ||||||
PAGE 30
11. ACQUISITIONS AND DISPOSALS continued
QED International Limited continued
Goodwill has arisen on the acquisition of qedi primarily through the recognition of the specialist expertise of its workforce in completion and commissioning services for major projects in the oil and gas industry which did not meet the criteria for recognition as intangible assets at the date of acquisition. The acquisition also provides opportunities for expansion of the qedi business utilising AMEC's geographic coverage.
Zektin Group Pty Limited
On 28 February 2011, the group acquired all of the shares in Zektin Group Pty Limited ('Zektingroup'). Zektingroup is an Australian-based specialist engineering consultancy for the oil and gas and resources industries. The acquisition provides AMEC with oil and gas capability on the east coast of Australia, as well as access to the coal seam methane sector. This is fully aligned with AMEC's Vision 2015 strategy of assured growth through a strengthened geographic footprint and enhanced capabilities in key sectors.
The amounts recognised in respect of identifiable assets and liabilities relating to the acquisition of Zektingroup were as follows:
Recognised | ||||||
value | ||||||
£ million | ||||||
Intangible assets | 5 | |||||
Trade and other receivables | 7 | |||||
Cash and cash equivalents | 1 | |||||
Current tax payable | (1) | |||||
Trade and other payables | (3) | |||||
Deferred tax liability | (1) | |||||
Net identifiable assets and liabilities | 8 | |||||
Goodwill on acquisition | 25 | |||||
33 | ||||||
Consideration | ||||||
Cash - paid on completion | 26 | |||||
Contingent consideration | 7 | |||||
33 |
Goodwill has arisen on the acquisition of Zektingroup through recognition of the value of its workforce of circa 220 which has strong capabilities and experience in target markets which did not meet the criteria for recognition as intangible assets at the date of acquisition. The acquisition also provides opportunities for synergies with and cross-selling for existing AMEC businesses.
At 31 December 2011, the latest forecasts indicate that due to events that have occurred since the acquisition, the contingent consideration will not be payable and the provision has been released to the income statement.
PAGE 31
11. ACQUISITIONS AND DISPOSALS continued
MACTEC, Inc
On 3 June 2011, the group acquired all of the shares in MACTEC, Inc ('MACTEC'). MACTEC is a leading US engineering and environmental services company which provides a similar wide range of services to the group's existing Environment & Infrastructure business. The acquisition provides greater access to new customers and regions, is fully aligned with the Vision 2015 strategy and provides the group with the right scale to service the important and growing environmental and infrastructure engineering services market.
The amounts recognised in respect of identifiable assets and liabilities relating to the acquisition of MACTEC were as follows:
Recognised | ||||||
value | ||||||
£ million | ||||||
Property, plant and equipment | 4 | |||||
Intangible assets | 54 | |||||
Indemnities received | 23 | |||||
Trade and other receivables | 65 | |||||
Cash and cash equivalents | 14 | |||||
Current tax payable | (2) | |||||
Trade and other payables | (45) | |||||
Deferred tax liability | (7) | |||||
Retirement benefit liabilities | (20) | |||||
Provisions | (23) | |||||
Net identifiable assets and liabilities | 63 | |||||
Goodwill on acquisition | 120 | |||||
183 | ||||||
Consideration | ||||||
Cash - paid on completion | 123 | |||||
- paid to repay debt | 60 | |||||
183 |
Goodwill has been recognised on this acquisition through recognition of the value of its workforce of circa 2,600 mostly highly skilled technical professionals which did not meet the criteria for recognition as intangible assets as at the date of acquisition. MACTEC's 70 offices are mainly based in eastern USA, complementing the strength of the existing AMEC Environment and Infrastructure business in western USA and Canada. The acquisition also provides significant opportunities for synergy benefits and cost savings.
Other acquisitions
Other acquisitions were made in the year for a total consideration of £14 million of which £11 million was paid on completion with the balance of £3 million dependent on the achievement of set targets for labour revenue growth. The aggregate fair value of identifiable net assets was £6 million, which consisted of £6 million relating to other intangible assets, cash and cash equivalents of £1 million and other net liabilities of £1 million. Goodwill arising was £8 million and has been recognised as a result of expected synergies.
A further £16 million was paid in the period in respect of businesses acquired in 2010 and prior years.
DISPOSAL IN 2011
There was one small disposal made during the year. In addition, there were various cash payments in respect of businesses sold in prior years and adjustments to provisions held in respect of prior year disposals resulting in a net loss of £2 million and a net cash outflow of £9 million.
PAGE 32
11. ACQUISITIONS AND DISPOSALS continued
ACQUISITIONS IN 2010
Currie & Brown (Australia) Pty Limited
On 29 January 2010, the group acquired all of the shares in Currie & Brown (Australia) Pty Limited. The name of this company was subsequently changed to Aquenta Consulting Pty Limited ('Aquenta'). Aquenta trades almost entirely in Australia and is a provider of independent cost, contact and consulting services to the oil and gas, mining, building, transport, utilities and infrastructure sectors.
The amounts recognised in respect of identifiable assets and liabilities relating to the acquisition of Aquenta were as follows:
Recognised | ||||||
value | ||||||
£ million | ||||||
Property, plant and equipment | 1 | |||||
Intangible assets | 2 | |||||
Trade and other receivables | 5 | |||||
Cash and cash equivalents | 2 | |||||
Trade and other payables | (7) | |||||
Deferred tax liability | (1) | |||||
Net identifiable assets and liabilities | 2 | |||||
Goodwill on acquisition | 16 | |||||
18 | ||||||
Consideration | ||||||
Cash - paid on completion | 18 |
Goodwill has arisen on the acquisition of Aquenta primarily due to its skilled workforce positioned within the strong Australian market which did not meet the criteria for recognition as intangible assets as at the date of acquisition.
Entec Holdings Limited
On 29 March 2010, the group acquired all of the shares in Entec Holdings Limited ('Entec'). Entec is a UK-based environmental and engineering consultancy, and was acquired to provide opportunity for leadership positioning in the UK geographical area, particularly in the water services sector.The amounts recognised in respect of identifiable assets and liabilities relating to the acquisition of Entec were as follows:
Recognised | ||||||
value | ||||||
£ million | ||||||
Property, plant and equipment | 1 | |||||
Intangible assets | 27 | |||||
Trade and other receivables | 15 | |||||
Cash and cash equivalents | 1 | |||||
Trade and other payables | (11) | |||||
Deferred tax liability | (8) | |||||
Net identifiable assets and liabilities | 25 | |||||
Goodwill on acquisition | 43 | |||||
68 | ||||||
Consideration | ||||||
Cash - paid on completion | 51 | |||||
- paid to repay debt | 11 | |||||
- contingent consideration | 6 | |||||
68 | ||||||
In addition to the consideration set out above, up to a further £1 million was payable as deferred compensation depending upon continuing employment of three former shareholders for the one year following the acquisition date.The contingent consideration of £6 million shown above was dependent upon achievement of a profit target for the year following the acquisition date. The profit targets were achieved and the deferred consideration was paid during the year ended 31 December 2011.Goodwill has arisen on the acquisition of Entec primarily through the acquisition of Entec's expertise in various environmental fields, primarily water services, as well as expected synergies.
PAGE 33
11. ACQUISITIONS AND DISPOSALS continued
Other acquisitions
A number of smaller acquisitions were made in 2010 for £9 million in cash paid on completion. The aggregate fair value of identifiable net assets was £nil (including cash acquired of £1 million and goodwill arising on the acquisitions was £9 million).
Goodwill has been recognised on these acquisitions as a result of their skilled workforces which did not meet the criteria for recognition as intangible assets at the dates of acquisition.
A further £9 million was paid in 2010 in respect of businesses acquired in 2009 and prior. The aggregate goodwill on these acquisitions was reduced by £8 million as the conditions for payment of elements of the deferred consideration were not met.
DISPOSAL IN 2010
AGRA Foundations Limited
AGRA Foundations Limited was sold to Freysinnet Menard Canada Inc (FMC) on 25 June 2010.
The carrying value of the assets and liabilities sold and the profit on disposal were as follows:
£ million | ||||||
Cash consideration received | 19 | |||||
Goodwill | 2 | |||||
Property, plant and equipment | 10 | |||||
Inventories | 1 | |||||
Current tax receivable | 2 | |||||
Trade and other receivables | 8 | |||||
Trade and other payables | (3) | |||||
Cash and cash equivalents | 2 | |||||
Deferred tax liability | (4) | |||||
Net assets sold | 18 | |||||
Cumulative foreign exchange gains recycled from the translation reserve | 6 | |||||
Profit on disposal | 7 |
In addition to the disposal of AGRA Foundations, there were various cash payments in respect of businesses sold in prior years and adjustments to provisions held in respect of prior year disposals resulting in a net loss of £2 million and a net cash outflow of £5 million.
12. RELATED PARTY TRANSACTIONS
During 2011 there were a number of transactions with joint venture entities. The transactions and related balances outstanding with joint ventures are as follows:
Value of transactions in the year | Outstanding balance as at 31 December | ||||||
2011 | 2010 | 2011 | 2010 | ||||
£ million | £ million | £ million | £ million | ||||
Services rendered | 41 | 91 | 16 | 21 | |||
Provisions of finance | 12 | 10 | 31 | 20 | |||
13. BUSINESS THREATS AND OPPORTUNITIES
AMEC plc is a focused supplier of consultancy, engineering and project management services to its customers in the world's oil and gas, minerals and metals, clean energy, environment and infrastructure markets.
The maintenance of high standards of safety and service remain important in securing repeat business from customers.
AMEC operates in more than 40 countries globally, serving a broad range of markets and customers. As such, the company is subject to certain general and industry-specific risks. Where practicable, the company seeks to mitigate exposure to all forms of risk through effective risk management and risk transfer practices.
Specific risks faced by AMEC are as set out below.
PAGE 34
13. BUSINESS THREATS AND OPPORTUNITIES continued
Risk | Mitigation |
Geopolitical and economic conditions AMEC operates predominately in the UK and North America and is therefore particularly affected by political and economic conditions in those markets.
Changes in general economic conditions may influence customers' decisions on capital investment and/or asset maintenance, which could lead to volatility in the development of AMEC's order intake. These may also lead to change in the customer base, competition and in the way customers procure the services we provide. |
AMEC seeks to maintain a balanced geographic presence, and, through acquisitions and organic growth, will continue to increase its exposure to other attractive regions of the world.
The risk associated with economic conditions resulting in a downturn and affecting the demand for AMEC's services has been addressed, as far as practicable, by seeking to maintain a balanced business portfolio in terms of geographies, markets, clients and service offering / business model.
In light of current global economic uncertainties, steps have been taken to assess and monitor any potential impact on AMEC's business opportunities and address potential increased supply chain and, more broadly, counterparty risk. |
Changes in commodity prices A sustained and significant reduction in oil and gas or commodity prices could have an adverse impact on the level of customer spending in AMEC's markets and consequently represents a risk to organic growth. |
This risk is mitigated by maintaining a balanced business portfolio of geographies, markets, clients and service offering. |
Expansion of global footprint AMEC's strategy would be affected by a failure to expand the global footprint into higher growth regions and to respond to competitive forces. |
AMEC's Vision 2015 strategy identified, by geography, the opportunities and risks across the markets in which AMEC operates. The strategy is regularly reviewed for continued relevance and covers both organic growth and mergers and acquisitions. |
Mergers and acquisitions A failure to identify, complete and successfully integrate target acquisitions represents a risk to growth. |
The Vision 2015 strategic plan includes a structured internal review of identified target acquisitions, followed by an established and robust due diligence and integration planning process. |
Project delivery Failing to maintain discipline and meet customer expectations on project delivery could result in damage to reputation, loss of repeat business and potentially lead to litigation. |
AMEC operates a system of globally applied policies and procedures. These, combined with comprehensive management oversight, the risk management process, project reviews, internal audit, peer reviews and customer feedback, mitigate the risk to successful project delivery. |
Health, safety and security AMEC is involved in activities and environments which have the potential to cause serious injury to personnel or damage to property or the environment and damage to our reputation.
|
In order to control risk and prevent harm, AMEC is focused on achieving the highest standards of health and safety management. This is achieved through setting of an effective health and safety policy and ensuring effective leadership and organisational arrangements are in place to deliver this policy.
The personal security risk to AMEC employees whilst travelling or working in potentially hazardous locations is mitigated by providing professional advice and support, together with appropriate contingency planning.
Health and safety performance is regularly reviewed against agreed targets to facilitate continuous improvement. |
PAGE 35
13. BUSINESS THREATS AND OPPORTUNITIES continued
Risk continued | Mitigation continued |
Legacy risk Litigation and business claims from divested and non-core businesses remain a risk to AMEC.
Managing non-core legacy assets until divestment may require skills which are not common to the rest of the company. |
The established legacy team manages these claims with internal and external legal advice. The aim is to seek cost-effective management of litigation and promote commercially sensible settlements where appropriate.
AMEC has made provisions for the legacy issues which are believed to be adequate and is not aware of any current issues relating to disposed businesses which are likely to have a material impact.
Specialist teams with the appropriate knowledge are brought in as required.
|
Pensions AMEC operates a number of defined benefits pension schemes, where careful judgement is required in determining the assumptions for future salary and pension increases, discount rate, inflation, investment returns and member longevity. There is a risk of underestimating this liability.
|
This risk to AMEC's pension schemes is mitigated by: § maintaining a relatively strong funding position over time § taking advice from independent qualified actuaries and other professional advisers § agreeing appropriate investment policies with the trustees § close monitoring of changes in the funding position, with reparatory action agreed with the trustees in the event that a sustained deficit emerges.
|
Information technology (IT) AMEC is exposed to the risks that the IT systems on which it relies fail and/or that sensitive data held by the group is lost.
|
AMEC has appropriate controls in place in order to mitigate the risk of systems failure and data loss, including systems back-up procedures and disaster recovery plans and also has appropriate virus protection, network security controls and encryption of mobile devices. |
Staff recruitment and retention An inability to attract and retain sufficient high calibre employees could become a barrier to the continued success and growth of AMEC.
|
This risk is mitigated with a clear Human Resources (HR) strategy, which is aligned to the business strategy and focused on attracting, developing and retaining the best people for AMEC. It is underpinned by an employee framework which describes how we manage our people consistently.
In addition, there is a continuous review of compensation and benefits to ensure sector and geographic competitiveness and there are localised recruitment teams capable of recruiting large numbers into AMEC using common systems.
AMEC Academy delivers development activities to enhance delivery and prepare employees for more advanced roles. |
Ethical breach A substantive ethical breach and/or non-compliance with laws or regulations could potentially lead to damage to AMEC's reputation, fines, litigation and claims for compensation.
|
AMEC has a number of measures in place across the group to mitigate this risk, including: § embedded policies and procedures § Code of Business Conduct § segregation of duties § management oversight § financial and operational controls § independent whistle-blowing mechanism § appointment of Ethics officers § anti-fraud and other internal audits § legal team advice § ethics training programme § oversight by the ethics committee of the board |
PAGE 36
RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE ANNUAL FINANCIAL REPORT
We confirm that to the best of our knowledge:
·; the accounts, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole; and
·; the directors' report includes a fair review of the development and performance of the business and the position of the issuer and undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
Samir Brikho
Chief Executive
Ian McHoul
Chief Financial Officer
PAGE 37
Related Shares:
AMFW.L