Full Year Results

20 March 2025

James Fisher and Sons plc

Full year results for the year ended 31 December 2024

Turnaround momentum delivered solid 2024 results and a strengthened financial position, creating a platform for growth

James Fisher and Sons plc (FSJ.L) ('James Fisher', 'the Group'), a leading marine services company providing innovative solutions across energy, defence and maritime service, announces its audited full year results for the year ended 31 December 2024 ('the Period', "2024").

§ Turnaround actions delivered solid 2024 results; in line with upgraded expectations and a significantly strengthened balance sheet

§ Strengthened leadership team in place, driving improved execution and focused on generating sustainable growth

§ Positive outlook underpinned by supportive end markets

Jean Vernet, Chief Executive Officer, commented:

"I am encouraged by our 2024 performance, ending the year in a stronger financial position and with our business better positioned to take advantage of supportive end markets. We delivered underlying operating profit in line with our upgraded expectations and have significantly deleveraged the Group. The disposals provided funds to pay down our debt, re-finance our facilities on improved terms and strengthened our balance sheet as a result - providing a stable platform for growth with a more resilient capital structure.

"As we complete the second year of our business turnaround, I am pleased with the implementation of the One James Fisher model. We have an aligned organisation that can capitalise on our collective strength, with world-leading capabilities that will help us generate sustainable growth.

"As we move into the next chapter of the turnaround, we will continue to utilise our people, expertise and innovation to address our customers' biggest challenges, across the geographies in which we operate.

"February 2025 year-to-date trading was in line with management expectations. Subject to geopolitical uncertainties, the Board remains confident on delivering further progress this year, working towards our medium-term financial targets of 10% underlying operating profit margin and 15% ROCE."

Results presentation: A presentation and webcast for institutional investors and analysts will be held on 20 March 2025 at 09:00 (GMT). To register to attend, please contact [email protected]

The presentation will also be webcast live and will be available on demand at www.james-fisher.com. A transcript of the presentation and Q&A will also be made available on our website.

Retail investor presentation: The Company will also host a live virtual presentation and Q&A for retail investors on Friday, 21 March at 13:00 (GMT). Investors can register for the webinar via: https://www.investormeetcompany.com/fisher-james-sons-plc/register-investor

For further information:

Notes to editors

James Fisher and Sons plc is a leading provider of unique marine solutions in Energy, Defence and Maritime Transport. The Group pioneers safe, innovative solutions that solve complex customer challenges for industries and governments around the world. 

For more information visit www.james-fisher.com

1The Group uses a number of alternative (non-Generally Accepted Accounting Practice (non-GAAP)) performance measures (APMs) which are not defined within IFRS. The APMs should be considered in addition to and not as a substitute for or superior to the information presented in accordance with IFRS, as APMs may not be directly comparable with similar measures used by other companies. The APMs are described more fully and reconciled to GAAP performance measures in Note 25 of the financial statements.

2 Net debt excludes guarantees and collateral deposits amounting to £4.9m (2023: £5.6m)

3 Revenue and operating profit excluding disposals and closures is after impact of RMSpumptools, Martek, Subtech Europe and Swordfish. RMSpumptools contributed £24.2m in revenue (2023: £42.5m) and £6.8m in operating profit (2023: £11.3m). Martek contributed £7.5m in revenue (2023: £11.6m) and £0.7m in operating profit (2023: £1.4m). In 2023, operating profit from Swordfish was £3.9m, while Subtech Europe recorded losses of £3.8m.

Cautionary statement: This announcement contains certain 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 James Fisher and Sons plc undertakes no obligation to update these forward-looking statements. Nothing in this statement should be construed as a profit forecast.

Chief Executive's statement

In 2024, we delivered the second year of our turnaround programme and established a stronger, more sustainable platform for James Fisher. The progress made shows we are delivering through our driving principles of 'focus, simplify and deliver', increasing cohesion and improving customer synergies through a 'One James Fisher' model.

Focus, Simplify and Deliver

A significant focus of our turnaround has been to strengthen the balance sheet and reduce leverage to a sustainable level. This goal was achieved by divesting RMSpumptools in July and Martek Marine in September, which delivered good value for our shareholders and contributed towards the simplification of our portfolio. Their teams leave the James Fisher Group with our sincere thanks for their hard work and dedication over many years.

The net proceeds of both transactions, alongside improved cash management, reduced debt by c.£90m and enabled the re-financing of our Revolving Credit Facility in September 2024. The Group's new bank facilities, provided by four major banks, significantly reduce administrative costs and provides increased flexibility to support the business. In addition, we obtained credit approval for a £12.5m General Export Facility in March 2025 (subject to finalising legal documentation) to specifically support our growth opportunities in Defence. I would like to personally thank our lenders for their trust and continued support.

Back in 2023 we began the simplification of our portfolio and implemented the One James Fisher model with three divisions. In 2024, we restructured our Energy Division to align with customer markets, invested in high growth business sub segments and product development.

As we continue to deliver on the business turnaround, we have stronger functions in place that are enabling our businesses to execute effectively and create consistency and efficiency across the organisation. Our key foundations of governance and compliance remain critical. It's also pleasing to see Operations, Technology, HR, and Communications and Marketing delivering marked improvements enable our three Divisions to deliver our roadmap to improve financial performance.

In 2024, we further strengthened the Executive Team, including the appointments of a Chief Technology Officer and Head of Operations, both of whom will help to drive our growth strategy through technology innovation and supply chain. This includes our new Chief Human Resources Officer who joined in the second half of 2024 and brings the expertise to deliver our five-year HR roadmap and ambitions. This will ensure our people continue to remain at the forefront of customer excellence, building on the quality and depth of existing relationships through a stronger commercial organisation next year. 

Our launch of a more efficient, centralised supply chain already delivered £1m of savings by the end of 2024, with greater potential in 2025 and beyond.

Solid performance in a year of change

We ended 2024 with Underlying Operating Profit (UOP), Return on Capital Employed (ROCE) and net debt slightly better than our expectations. While we continued to benefit from largely supportive end markets, our results also benefited from the work we did to strengthen our customer relationships and innovation roadmap.

During the year, the Energy Division was further simplified around Energy Services and Renewables with Inspection Repair and Maintenance (IRM) supporting both. Energy Services benefited from strong global demand for well services due to increased drilling activity, while bubble curtains saw continued growth from North America, adding to solid activity across its traditional basins. In addition, the IRM team made great progress in the second half on a major port infrastructure project in Mozambique which will conclude in Q1 2025. The team also made continuous progress in turning around some of our under-performing businesses, including decommissioning and control flow excavation.

We have seen success with our investment in noise attenuation solutions (bubble curtains) for offshore wind farm construction; this is a good example to demonstrate our agile business model pivoting into growing markets. We see broader potential across the offshore wind aftermarket services including cable and blade repair, and operations and maintenance services. In traditional oil and gas, we will continue to invest in services and technologies that make our customers' wells more efficient and productive, meeting the demand for safer, more sustainable solutions on the back of robust end market demand.   

In Defence, our results do not yet reflect the significant progress made to resolve and complete long-standing projects, restructure our commercial organisation to rebuild a strong orderbook, pioneer a New Product Development (NPD) process and strengthen our supply chain. These foundations provide the platform to deliver stronger operational and financial performance into future years, with some signs of pickup in order intake and contract awards towards the later part of 2024.

We see an acceleration in programme procurement activity together with a broadening set of opportunities for submarine rescue and diving equipment renewal or expansion, that play to our strengths as market leader in both areas. Similarly, we focus on market development for our unique tactical diving vehicles and combined life support systems and host platform integration, across NATO and partner nations. 

Maritime Transport experienced a mixed year, in part due to the market conditions impacting the Liquified Natural Gas (LNG) demand for Fendercare's, ship-to-ship (STS) transfer services. As a global market leader in STS transfer, our focus is on building a stronger commercial organisation to benefit from our customer relationships and reputation for best service delivery. In Tankships, we delivered a solid performance, while we continued to invest in our dual fuel fleet of the future as our older vessels reach their end-of-life. This investment is central to our future returns and carbon reduction programme to enable us to meet our 2050 net zero commitment.

We will continue to invest in the modernisation of our fleet, designing more efficient and sustainable tankers to ensure continuity of critical supply to the UK, allowing flexibility across cargo types and closely working with our long-term customers to expand our presence in other regions, such as the Caribbean.

With our three Divisions now established and driving continuous improvement, our primary focus is on completing our business turnaround, with the next phase set to support our growth ambitions. As part of our long-term strategy, we are looking to build synergies across selected geographic customers and markets.

Delivering our turnaround

To deliver the first stage of our business turnaround in 2023, we established a set of One James Fisher company priorities. We are encouraged by the progress made in 2024 and it is safe to say, our turnaround programme has equipped us with a stronger financial platform to operate the business from. We have worked hard to deliver on the priorities we set out to deliver in 2024:

As we enter the next chapter of our turnaround, our priorities for 2025 are clear:

1Vitality Index - revenue generated by the technology introduced in the last 5 Years per division as a percentage of the total revenue

These priorities form the next chapter of our three-year business turnaround programme and position the Group for growth. We look forward to continued delivery in the period ahead.

Sustainable growth

Everything we do is in pursuit of solving our customers' challenges, whilst maintaining our number one priority of Exceptional Safety. Our three pillars to position the Group for growth are: 'Aligned strategic markets', 'People and capabilities', and 'Innovation and technology':

As we execute this strategy, we will maintain a strong balance sheet, continue to focus on cash generation and ensure we allocate capital in a very disciplined way. We will prioritise organic investment in capability and capacity, to support our business where return hurdle rates can be achieved. We do see the potential over time to accelerate progress through targeted inorganic investment, which meets our strict financial criteria and would create value for our shareholders.

Dividend

An ordinary dividend will be reinstated at the appropriate time, when we can provide shareholders with a predictable annual return reflective of the Group's progress.

Outlook

Conditions remain supportive in most of our end markets, and while we are mindful of the near-term geopolitical and macro-economic uncertainty, we remain committed to delivering our ambition. We will continue to monitor emerging risks and their potential impact on global operations. February year-to-date trading was in line with management expectations and subject to geopolitical uncertainty, the Board remains confident on delivering further progress this year.

We expect geopolitical uncertainty and energy security risk to increase in the medium-term. Our focus is on where we have the greatest opportunity to differentiate and accelerate our offering to customers in response to the macro environment - mostly within Energy and Defence verticals.

Our focus for 2025 is to deliver on the next chapter of our business turnaround, progressing on a path towards our UOP strategic target of 10% and our ROCE target of 15%, through a combination of further self-help, improved business unit performance, supply chain integration and revenue recovery for the Defence Division. 

Thanks

Overall, I am encouraged by our achievements, with James Fisher ending the year in a stronger position. We have a more resilient capital structure to complete our turnaround strategy, we are working as One Team and are starting to see the results of the hard work playing through in our operational and financial performance.

My utmost gratitude goes to all our employees and their families, whose daily hard work and incredible energy have resulted in better results for the Group. Undertaking any business turnaround is difficult and distracting, but thanks to the resilience of many we achieved our goal while continuing to deliver on our customer commitments, strengthening our compliance, financial discipline and delivering improved underlying performance.

I would also like to thank our shareholders for their support, and our customers for their trust. 

I am confident in the future of James Fisher and proud of our continuous and unique contribution to the future of the Blue Economy.

Jean Vernet

Chief Executive Officer

A summary of the Group's performance from continuing operations is set out below.

1 The Group uses a number of alternative (non-Generally Accepted Accounting Practice (non-GAAP)) performance measures (APMs) which are not defined within IFRS. The APMs should be considered in addition to and not as a substitute for or superior to the information presented in accordance with IFRS, as APMs may not be directly comparable with similar measures used by other companies. The APMs are described more fully and reconciled to GAAP performance measures in Note 2 of the financial statements. 

2 Revenue and operating profit excluding disposals and closures is after the impact of RMSpumptools, Martek, Subtech Europe and Swordfish. RMSpumptools contributed £24.2m in revenue (2023: £42.5m) and £6.8m in operating profit (2023: £11.3m). Martek contributed £7.5m in revenue (2023: £11.6m) and £0.7m in operating profit (2023: £1.4m). In 2023, operating profit from Swordfish was £3.9m, while Subtech Europe recorded losses of £3.8m.

Reported results from continuing operations

The Group generated revenue of £437.7m in 2024, a decrease of 11.8% compared to £496.2m in 2023 largely due to the impact from disposed businesses. The Energy Division delivered a strong performance in Well Services and Offshore Wind. Inspection, Repair & Maintenance benefited from a major infrastructure contract in Mozambique, which is due to complete in Q1 2025. In both, Renewables and Subsea & Decommissioning revenue was actively reduced, following a strategic refocusing on core growth services. In Maritime Transport the performance was mixed, with revenue down 4.5% to £150.1m. Tankships performed well, achieving 89% fleet utilisation. The business is progressing its fleet renewal programme, with four new vessels arriving from 2026. JF Fendercare faced headwinds due to reduced LNG ship-to-ship activity, Middle East instability, and order rephasing. Defence revenue increased by 10.5% to £80.1m, with strong performance in submarine rescue, defence diving, and submarine platforms. The division secured long-term renewals in Australia and expanded its NATO submarine rescue contract. Although special forces vehicle revenues were impacted by a contract cancellation, a major contract for tactical diving vehicles for special forces equipment and new submarine platform projects strengthen the forward orderbook to £306m (2023: £223m).

Reported operating profit was £73.1m, an increase of £91.7m over 2023, despite underlying operating profit remaining relatively flat. The improvement was driven by a £91.8m reduction in net adjusting items, shifting from a £48.2m loss to a £43.6m gain. This year's movement includes £54.9m from the disposal of RMSpumptools, Martek, and certain Subtech Europe assets. The prior year's loss was primarily due to a £28.1m reduction in goodwill related impairments and exceptionally high re-financing costs.

Reported profit before tax was £54.0m, an increase of £93.9m. The increase in profit before tax was driven by the reported operating profit performance, along with a benefit from lower net finance expenses. The reduction in net finance expense resulted from re-financing on more favourable terms and overall deleveraging (October 2024 onwards), which was made possible following various in year disposals.

Reported earnings per share were 92.0 pence compared to a loss of 101.2 pence in 2023 reflecting the improved operating profit performance and gain from adjusting items.

Underlying operating results from continuing operations

Underlying operating profit was broadly flat at £29.5m (2023: £29.6m). The Energy and Defence Divisions delivered growth in both underlying operating profit and margin, whereas Maritime Transport saw declines in both underlying operating profit and margin. The Group's overall underlying operating profit margin improved by 70 bps, from 6.0% in 2023 to 6.7% in 2024 reflecting the strong performance in compressor rentals into both Well Services and Offshore Wind and the Inspection Repairs and Maintenance Mozambique contract.

Summary of underlying operating results from continuing operations

Full year operating performance by Division

Energy

Strong performance in Compressor Services product lines

The Energy Division provides services to the energy and renewables markets including compressor services in Oil and Gas markets and Bubble Curtains for Offshore Wind (Scantech), IRM (JF Subtech), Commissioning, Cable & Blade maintenance and support into Renewables (JF Renewables) and Subsea & Decommissioning Services (JF Offshore). The Artificial Lift (RMSpumptools) product line was sold on 8 July 2024 for net consideration of £82.8m and is included in the results until the disposal date.

1Revenue and operating profit excluding disposals and closures is after the impact of RMSpumptools, Subtech Europe and Swordfish. RMSpumptools contributed £24.2m in revenue (2023: £42.5m) and £6.8m in operating profit (2023: £11.3m). In 2023, operating profit from Swordfish was £3.9m, while Subtech Europe recorded losses of £3.8m.2Please refer to Note 2 of the Consolidated financial statements for further information on this alternative performance measure.

The Energy Division achieved a 17.8% increase in revenue (excluding Subtech Europe, Swordfish and RMSpumptools) with strong performance in compressor rentals into both Well Services and Offshore Wind (ahead by 18.6%) and the continuing Inspection Repairs and Maintenance businesses, although this was mainly due to a contract in Mozambique which will conclude in early 2025. Offsetting these advances were revenue reductions in Renewables and Subsea and Decommissioning Services following the refocus on core services with strong long term growth projections and the move away from commoditised services. Including the £3.5m gain from the sale of life of field rental assets, the Division achieved a more than fourfold increase in underlying operating profit (excluding disposals and closures).

Compressor Rentals were particularly strong both in traditional Well Testing service support in Africa and the Middle East and in Bubble Curtain support to Offshore Windfarm construction, with some significant contract wins in the US which will continue into 2025. The overall increase was £11.5m; from £61.9m to £73.4m or 18.6%, with strong asset utilisation extending into a traditionally lower activity fourth quarter due to strong customer demand.

Inspection, Repair and Maintenance (excluding Subtech Europe and Swordfish) increased revenue by 59.7% from £39.7m to £63.4m, there was good growth particularly in Africa as a major port infrastructure project ramped up in H2, this contract will conclude in H1 2025.

Renewables revenues declined by 20.4% from £29.9m to £23.8m mainly due to a strategic portfolio review and a refocus onto commissioning and Blade/Cable monitoring and repairs and away from other commoditised activities. There were also lower levels of construction activity with deliveries in 2023 (Seagreen and Hollandse-Kust) not replaced in 2024.

Subsea and Decommissioning Services revenue declined by 15.2% from £22.3m to £18.9m. In a similar vein to Renewables this business has been restructured with non-core commoditised product offerings being disposed of and the remaining business being aligned to robust growth markets supporting Subsea and Decommissioning services only.

The now divested RMSpumptools product line is included within continuing operations as it did not satisfy the accounting criteria to be reported as a discontinued operation. The net proceeds from the sale of the business has significantly decreased Group financial leverage.

Defence

Positive progress in growing the orderbook, the pipeline remains strong

The Defence Division provides underwater systems and life support capabilities, for the defence and commercial diving markets. The main business lines are submarine rescue, defence diving, special forces vehicles, submarine platforms, and commercial diving and hyperbaric systems.

 1Please refer to Note 2 of the Consolidated financial statements for further information on this alternative performance measure

The Defence Division's revenue increased by 10.5%, to £80.1m (2023: £72.5m), with an underlying operating profit of £1.9m, an increase of £0.4m compared to 2023. The revenue increase was primarily due to strong performance in the submarine rescue, defence diving and submarine platform product lines; partially offset by lower performance in special forces vehicles mainly caused by the cancellation of a contract in the US. Although operating margin improved, there were a number of one-off set up costs associated with expansion.

Commercial diving and hyperbaric product line activity was steady during 2024 with strong growth potential identified for 2025 and beyond. Long term submarine rescue and defence diving contracts were renewed in Australia during 2024, and the scope of the NATO submarine rescue contract was expanded. Two submarine rescue equipment build projects were completed during the year, now in the warranty phase.

Good progress has been made in strengthening the order book, including successful contract awards in the US and a major special forces equipment contract secured during the year. As of 31 December 2024, the Division's forward order book stood at £306m, a significant increase from £223m in the prior year. Further awards are expected in 2025 subject to procurement processes, particularly in the submarine platforms and special forces vehicles product lines.

The underlying drivers for the key markets remain strong, and the Group is focused on securing new contracts as customers around the world prioritise undersea defence and energy security.

Maritime Transport

Mixed performance across product lines with challenges in STS markets

The Maritime Transport Division comprises the Tankship business, Cattedown Wharves (Cattedown) and JF Fendercare.*

1Please refer to Note 2 of the Consolidated Financial Statements for further information on this alternative performance measure.

2 Martek contributed £0.7m in operating profit (2023: £1.4m).

The Maritime Transport Division's revenue decreased by 4.5% to £150.1m (2023: £157.2m), reflecting mixed performance across product lines. Underlying operating profit declined by 35.2% to £15.1m (2023: £23.3m), with the operating profit margin reduced to 10.1% from 14.8%.

Tankships and Cattedown continued to deliver good performance in the year with revenues up from £76.1m to £80.5m. Demand continued to be strong allowing Tankships to achieve fleet utilisation of 89% (2023: 93%). The increase in revenue was down to Tankships taking on the management of an additional services, repair and maintenance contract following the closure of Subtech Europe. Cattedown saw an increase in the throughput from petroleum and dry cargo which, combined with inflationary price increases, lead to improvement in revenues. The underlying operating profits from these two businesses saw a 6% decline mostly due to costs incurred in strengthening capability.

During December 2024 and in early 2025, three vessels operated and managed by Tankships left the fleet as they reached the end of their commercial lives. An owned vessel, the Raleigh Fisher was sold in December generating a profit on disposal of £2.8m recognised in separately disclosed items. The Cumbrian Fisher and Clyde Fisher, which were leased, were redelivered to their owners in December 2024 and February 2025 respectively. The Raleigh Fisher was replaced by the Leander Fisher, a vessel of similar specifications that was taken on a long-term bareboat hire in order to service the MOD time charter awarded to Tankships in November 2024.

Tankships continues its fleet replacement programme, with four new sub-intermediate tankers to be delivered throughout 2026 and early 2027.

JF Fendercare (excl. Martek) experienced an £7.4m reduction in revenue year-on-year, due to a lull in LNG ship-to-ship activity as global LNG stocks have remained high. This was exacerbated by a reduction in volumes of oil ship-to-ship in the Middle East driven by regional unrest as well as rephasing of some large product orders into 2025. The reduction in revenue together with margin pressures caused by increased vessel costs in Brazil have caused a significant reduction in underlying operating profit for the business.

*Martek Marine ("Martek") was sold in September 2024. The Divisional results include the contribution for the eight months in 2024 and full year in 2023.

Corporate

Corporate costs were £12.3m compared to £10.9m in 2023. The increase reflects the full year impact of investments made to strengthen capabilities to support the turnaround strategy as well as higher bonus and share-based payments costs, partially offset by various cost saving initiatives. The investments in Corporate serve as a foundation for sustainable growth by driving stronger business performance and operational efficiencies, ultimately leading to margin improvements across the Group. Key areas of focus include enhancing the supply chain to improve resilience and cost-effectiveness, advancing engineering capabilities to drive technical excellence, and fostering innovation to maintain a competitive edge in evolving markets.

Non-underlying items included within operating profit

The Group has recognised a net gain of £43.6m from non-underlying items during the year, compared to a net loss of £48.2m in the prior year.

The £5.1m net impairment charge in 2024 mainly comprises a £3.2m goodwill impairment related to our IRM business, £1.4m impairment relating to two joint ventures within the Maritime Transport division which we have classified as "held for sale", a further £0.9m impairment in a South African joint venture within our Maritime Transport division and £0.2m impairment of assets within the Scantech Norway business in the Energy division. This is partially offset by an impairment reversal of £0.6m following the successful recovery of previously impaired receivables from a closed business. The 2023 net impairment charge of £28.1m relates to goodwill impairment charges of £28.0m, largely in the Defence division and asset impairments of £2.4m in Maritime Transport and Energy divisions, partially offset by a £2.2m impairment reversal.

The Group incurred £3.5m in re-financing charges during the year, primarily related to legal and advisory costs for the new revolving credit facility (RCF). In comparison, similar costs associated with the previous facility amounted to £12.2m in 2023.

Restructuring costs of £1.7m relate to the Group's multi-year transformation programme, which focuses on simplification, rationalisation, and business integration. These costs primarily consist of redundancy related expenses.

Amortisation of acquired intangible assets relate to customer relationships acquired through business combinations which are amortised over their useful economic life.

The disposal of businesses and assets generated a profit of £54.9m in 2024. This includes a £48.8m gain from the sale of RMSpumptools and a £0.7m gain from the disposal of Martek. The remaining profit primarily arises from the sale of the remaining assets of the closed Subtech Europe business.

Other costs predominantly comprise of legal and professional fees that are non-recurring and outside the normal course of business.

Capital expenditure

Capital expenditure in the year was £29.3m (2023: £29.3m) and £2.4m (2023: £2.1m) on development expenditure. The capital expenditure to depreciation ratio was 1.4 (excluding intangibles additions and amortisation). Approximately half of the expenditure incurred was in the Energy Division which included spend on a new fleet of compressors as well as upgrades to existing compressors to support sighted opportunities. The remaining expenditure was largely weighted towards Maritime Transport in relation to deposits on the Tankships re-build programme.

Net Finance charges

The Group's net finance charges decreased by £2.2m to £19.1m (2023: £21.3m). Underlying finance charges excludes the impact from the remeasurement of borrowings and net unrealised foreign exchange on lease liabilities.

Finance charges in the full year to December 2024 primarily comprise of £13.6m of interest expense on loans and overdrafts (2023: £15.8m), £0.9m for deferred completion fees payable under the previous RCF (2023: £2.6m), £1.7m of loan arrangement fees (2023: £1.9m), and £4.3m interest expense on lease liabilities (2023: £4.0m), partially offset by £2.8m (2023: £3.2m) interest income on cash balances and pensions. The decrease in interest expense on loans and overdrafts was mainly due to the reduction in the quantum of debt following the Group deleveraging activities in 2024.

The Group's interest cover ratio, which is an alternative performance measure is fully described and reconciled in Note 2 of the Condensed consolidated financial statements. Under the new facility the interest cover ratio metric has been redefined to be calculated as underlying EBITDA divided by net interest payable (excluding IFRS 16 finance charges) from the date of the first utilisation, rather than being on a last 12-month basis and using underlying operating profit under the previous calculation. The interest cover at 31 December 2024 is 4.5x compared to a banking covenants requirement of greater than 4.0x.

Taxation

The Group has recognised a tax charge in respect of continuing operations of £7.6m in the period (2023: charge of £11.0m). The tax charge on underlying profits from continuing operations for the period is £3.3m (2023: £2.4m). The effective tax rate (ETR) rate on the underlying profit before tax is 27.6% (2023: 29.0%), which has been adjusted for a £3.1m (2023: £3.6m) Corporate Interest Restriction (CIR) disallowance due to exceptionally high interest costs which cause a distortion on the tax rate and has no bearing on the operational performance of the Group. The Group's ETR excluding this adjustment is 53.4% (2023: 72.7%).

The unrecognised UK Deferred Tax Asset has been maintained for FY24, which results in no tax credit being recognised for the losses generated by the UK businesses. Given the tax benefit is not recorded in the financial statements, and therefore results in a higher ETR, a useful metric is to understand the underlying ETR excluding the UK which for FY24 is 25% (2023: 30%). As the UK stabilises, and we can include the tax credit we would anticipate an underlying ETR would fall within the 25.5% to 27.5% range on the assumption of a consistent geographic mix.

The decrease in the overall tax charge on continuing operations is primarily driven by the fact in 2023 the tax charge included the impact of derecognising tax losses in the UK for earlier periods. In 2024 the Group continues to maintain the unrecognised UK Deferred Tax Asset position, although the impact to the tax charge is reduced as it only considers current year UK losses.

Dividends and earnings per share

The Board has not recommended dividends for 2024 or 2023, as the Group is still in the process of its turnaround. However, the Board remains committed to reintroducing a sustainable dividend policy at the appropriate time.

Basic earnings per share, on a statutory basis, increased to 92.0 pence (2023: loss of 101.2 pence) reflecting higher profit after tax. Underlying basic earnings per share increased to 16.9 pence (2023: 11.4 pence) primarily due to lower interest charges in the year.

Cash flow and borrowings

The Group generated £49.3m (2023: £37.8m) of cash from operating activities, with a working capital inflow of £4.2m (2023: inflow of £6.7m). The increase in operating profit was the key driver of the improved cash flow. The working capital inflow arose due to an improvement in creditor days, partially offset by an increase in trade and other debtors which was mainly as a result of ongoing projects for which billing milestones have not yet been reached. Creditor balances have seen a modest reduction since 2023. Tax payments were slightly higher than last year at £9.7m (2023: £8.6m).

Cash inflows from investing activities during the year were £79.7m (2023: outflow of £4.7m). Capital expenditure, at £31.7m, was in line with the £31.2m invested in 2023. Key expenditure in 2024 included investment in energy efficient compressors in the Energy Division, which is expected to yield attractive returns. Other capex investments included deposits on new build vessels, dry docking of the Group's vessels and equipment purchases. The Group realised £80.0m from the disposal of RMSpumptools and Martek in addition to £25.8m of proceeds from the disposal of property, plant and equipment (2023: £25.6m).

The Group's net borrowings at 31 December 2024, including all lease liabilities, was £108.0m (2023: £201.1m). During the period, bank borrowings decreased by £89.3m and lease liabilities decreased by £6.8m.

On 31 December 2024, the Group had £95.0m of committed credit facilities (2023: £192.7m) and £17.0m of undrawn committed credit facilities (2023: £24.7m).

The Group's net debt for the purposes of its banking covenants consists of net bank borrowings, finance lease liabilities (on an IAS 17 basis), and bonds and guarantees, are as summarised below.

1Includes one-time James Fisher Nuclear Limited settlement of £3.4m in 2024.

2Defined as leverage APM in Note 2.3 of the Condensed consolidated financial statements.

Liquidity

In September 2024, following the successful deleveraging of the Group, combined borrowing facilities of £95m, with 3 of its lending banks and one new lender, were agreed. The new facilities consist of £75m RCF and a £20m term loan with maturity dates of September 2027 (extension options available subject to lender consent) and September 2029 respectively. As per the agreement, £2.5m of the RCF commitments will step-down and be cancelled in the first half of 2025.

The Group operates a minimum internal liquidity target of £20m (being committed facility headroom and readily available cash) to enable the settlement of any liabilities as they become due and to provide additional comfort over the liquidity headroom of the Group. At 31 December 2024, the Group's liquidity position was £25m which is 125% of the liquidity target. However, ensuring sufficient liquidity has been included within the financial, liquidity and treasury Principal Risk in the Annual Report and Accounts and continues to be closely monitored by management.

Additional committed and non-committed facilities continue to be scoped by the Group to ensure the minimum liquidity objective will be maintained during the growth phase of the strategic plan.

Balance sheet

The Group's net assets increased by £41.7m to £190.3m (2023: £148.6m). Total comprehensive income for the year of £40.5m contributed to the increase in retained earnings. The primary driver of the increase in net assets was the reduction in borrowings following the re-financing offset by a decrease in net assets due to the disposals of RMSpumptools and Martek.

Non-current assets

Non-current assets decreased by £23.4m to £271.9m, driven by movements in Goodwill and right-of-use assets. Goodwill reduced by £13.8m to £64.5m (2023: £78.3m), reflecting the disposal of £9.7m as part of the RMSpumptools transaction and an impairment charge of £3.2m on the Continental goodwill balance. Right-of-use assets decreased by £7.4m, driven by natural in-year amortisation exceeding the rate of additions. The majority of the Group's right-of-use assets relate to vessels which are typically under longer term rental agreements.

Current assets and current liabilities

The Group's net current assets stand at £36.8m, a decrease of £37.4m from 2023. This reduction reflects a £21.3m decrease in inventories, trade and other receivables, and trade and other payables, of which £14.5m relates to the disposal of RMSpumptools and £14.7m to the removal of assets held for sale following the completion of the Martek transaction.

Short-term bank borrowings (mainly overdrafts) increased to £78.9m from £64.1m as of 31 December 2023, while the net position of short-term cash and short-term borrowings reduced to £7.3m (31 December 2023: £13.4m).

Non-current liabilities

Non-current liabilities decreased by £102.5m to £118.4m as of 31 December 2024. This reduction was primarily driven by repayments following various business and asset disposals during the year, as well as the Group's subsequent re-financing.

Guidance for 2025

Performance to date is in line with the Board's expectation and the outlook for the year remains unchanged, weighted towards H2. 2025 will exclude performance from businesses that were disposed during the year. RMSpumptools contributed £24.2m of revenue and £6.8m of operating profit. Martek contributed £7.5m of revenue and £0.7m of operating profit.

Interest costs are expected to decrease in 2025 following the successful deleveraging and re-financing during 2024, the 2025 interest rate will be 8.5%.

Capital expenditure is expected to be at similar levels to 2024, weighted towards H1.

The underlying effective tax rate for the full year 2025 will depend on the geographic revenue mix and is expected to be approximately 29%.

Principal risks and uncertainties

The principal risks and uncertainties affecting the Group are listed below and are set out in more detail in the Company's Annual Report and Financial Statements 2024, which should be read in conjunction with this announcement when published. This list is not a substitute for reading the Company's Annual Report and Financial Statements 2024 in full.

The Group has continued to enhance their risk management processes, achieving notable progress in 2024 through ongoing projects, including the continuous review of principal risks. Following these reviews, two previously separate principal risks, "Maintaining Access to Adequate Funding" and "Financial Risk," have been consolidated into a single risk category: "Financial, Liquidity & Treasury". This change reflects the successful refinancing completed during the year and a more integrated approach to financial risk oversight. The review also concluded that acquisitions and disposals no longer constitute a principal risk for the Group. With the focus now on transforming the existing business portfolio, no significant acquisitions are anticipated in the near-term.

The Group's principal risks and uncertainties are outlined below, along with details on the nature of each risk:

Consolidated income statement for the year ended 31 December 2024

Consolidated statement of other comprehensive income for the year ended 31 December 2024

Consolidated statement of financial position at 31 December 2024

1 During the year, the Directors agreed to change the presentation of the consolidated statement of financial position in order to aggregate the presentation of financing liabilities of the Group. As a result, £13.0m of current lease liabilities, £48.2m of non-current lease liabilities and £0.1m of non-current cumulative preference shares have been re-classified to current borrowings and non-current borrowings respectively. There are no net impacts to the overall Consolidated statement of financial position as a result of these changes.

Consolidated statement of changes in equity for the year ended 31 December 2024

Consolidated cash flow statement for the year ended 31 December 2024

1 During the year, the Directors agreed to change the presentation of the Consolidated cash flow statement in order to provide the reader with supplemental data relating to the financial condition of operations. As a result, (£1.4m) Share of post-tax results of joint ventures and associates and £1.0m Share-based payments charge been re-classified from the Other non-cash items line into their own lines on the face of the Consolidated cash flow statement. Additionally, £7.0m movement in provisions included within the trade and other payables line and £4.0m interest paid on lease liabilities included within repayment of lease liability principal line have been re-classified into their own lines on the face of the Consolidated cash flow statement. There are no net impacts to the overall Consolidated cash flow statement as a result of these changes.

2 Proceeds from disposal of property plant and equipment includes £3.2m (2023: £19.8m) from assets held for sale (see Note 10).

 Notes to the full year results

1. General information

James Fisher and Sons plc (the Company) is a public limited company registered and domiciled in England and Wales and listed on the London Stock Exchange. The consolidated financial statements comprise the financial statements of the Company, its subsidiary undertakings and its interest in associates and jointly controlled entities (together the Group), for the year ended 31 December 2024. The Company and consolidated financial statements were approved for publication by the Directors on [xx] March 2025.

The financial information set out above does not constitute the company's statutory accounts for the years ended 31 December 2024 or 2023 but is derived from those accounts. Statutory accounts for 2023 have been delivered to the registrar of companies, and those for 2024 will be delivered in due course.

The auditor has reported on those accounts; their reports were (i) unqualified, (ii) for the year ended 2023 included reference to a matter to which the auditor drew attention by way of emphasis without qualifying their report in respect of a material uncertainty in respect of going concern for (2024: no reference to such matter), and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

Going concern

In determining the appropriate basis of preparation of the financial statements for the year ended 31 December 2024, the Board is required to consider whether the Group can continue in operational existence for a period of at least 12 months from the date of approval of the Financial Statements. The Board has concluded that it is appropriate to adopt the going concern basis, having undertaken a rigorous assessment of the financial forecasts, key uncertainties and sensitivities, as set out below.

On 19 September 2024, the Group completed the refinancing of its Revolving Credit Facility (RCF), which was set to expire in March 2025, replacing it with a single three-year £75.0m RCF and a five-year £20.0m bilateral facility (Group's funding arrangements). The terms of the new facilities are less restrictive compared to the previous arrangement, with no capex or minimum liquidity covenants, a reduced security package, quarterly testing instead of monthly, a longer tenure, and reduced reporting requirements. Additionally, the new facilities provide permitted baskets for acquisitions and disposals. The new RCF includes two one-year extension options, subject to lender approval, which, if exercised, could extend its term to September 2029. There were committed facilities at 31 December 2024 of £95.0m (2023: £192.7m) and undrawn committed facilities of £17.0m (2023: £24.7m).

As part of the Group's funding arrangements, in addition to financial covenants, there is a non-financial covenant that requires the Group to provide signed audited financial statements for all guarantors party to the banking arrangement where applicable within 180 days of the year end. The Board believe that they are able to meet the signing dates outlined in the agreement and acknowledge that should the signing dates not be met then a waiver will need to be obtained.

The Group's net debt for banking covenant purposes comprises net bank borrowings adjusted for finance lease liabilities (on a pre-IFRS 16 basis) and advance payment guarantees. As at 31 December 2024, net debt for covenant purposes stood at £61.0m, with a leverage ratio of 1.4 times. The Group complied with all financial covenants for the year ended 31 December 2024.

Following the refinancing, the Board have reviewed the Group's forecasts and assessed the severe but plausible downside scenario. Based on this assessment, they are confident that the Group will have sufficient resources to meet its liabilities as they fall due for at least 12 months from the date of signing of these financial statements.

Board assessment

The Board has considered an appropriate period for going concern assessment considering any known liquidity events that will occur after the 12-month period. The directors concluded that the 12-month going concern assessment period is appropriate.

Base case

The base case is derived from a detailed, bottom-up budget that spans the going concern period. It considers the macroeconomic environment, including inflationary pressures and market trends. It also considers potential risks and opportunities during the period. However, it does not factor in disposals or acquisitions, as these remain outside the Group's direct control.

The base case demonstrates that the Group has adequate levels of liquidity from its committed facilities and complies with all its banking covenants throughout the going concern assessment period.

Severe but plausible scenario

The Board also evaluated a range of sensitivities on the base case over the assessment period to develop a severe but plausible scenario. These sensitivities include the following risks simultaneously materialising:

· trading downside risks related to unsecured revenue streams, the timing of contract wins, expansion in new jurisdictions and the lack of turnaround from underperforming businesses resulting in an approximate 12% reduction in EBITDA in FY25 and 6% in H1 FY26; and

· cash flow disruptions arising from areas such as late payments from customers, project delivery challenges and an increase in inventory days.

Under a combination of all of the above downside scenarios (the combined severe but plausible scenario), prior to mitigating actions within the control of management, the forecasts indicate that there is limited headroom on liquidity in certain months, however there is sufficient headroom on all financial covenants in the going concern assessment period. The Directors are confident that they have a number of controllable mitigating actions that could be implemented should the combined severe but plausible scenario materialise to address the limited headroom on liquidity, predominantly from reducing discretionary spend on non-critical projects.

Reverse stress testing of the base case

The Board have also considered a reverse stress test scenario to ascertain the extent of performance deterioration required to breach the Group's banking covenants based on base case forecasts:

· for leverage, during the lowest covenant testing periods, and before applying any controllable mitigations, an EBITDA decline of 27% or a net debt increase of 37% would reduce headroom to nil;

· for interest cover, during the lowest covenant testing periods, and before applying any controllable mitigations, an EBITDA decline of 21% or a net interest expense increase of 26% would also result in nil head-room.

The Board does not consider the reverse stress test scenario to be plausible.

Conclusion

Based on their assessment, the Board are confident that the Group will have sufficient funds to meet its liabilities as they fall due for at least 12 months from the approval date of these financial statements. Furthermore, the Group is expected to remain in compliance with its covenant requirements. Accordingly, the financial statements have been prepared on a going concern basis.

2. Alternative performance measures

The Group uses various measures which are not defined by generally accepted accounting principles (GAAP) under International Financial Reporting Standards (IFRS). The alternative performance measures (APMs) should be considered in addition to, and not as a substitute for or superior to, the information presented in accordance with IFRS, as APMs may not be directly comparable with similar measures used by other companies.

The Group believes that APMs, when considered together with IFRS results, provide the readers of the financial statements with complementary information to better understand and compare the financial performance and position of the Group from period to period. The adjustments are usually items that are significant in size and/or non-recurring in nature. These measures are also used by management for planning, reporting and performance management purposes. Some of the measures form part of the covenant ratios calculation required under the terms of the Group's borrowings.

As APMs include the benefits of restructuring programmes or use of the acquired intangible assets but exclude certain significant costs, such as amortisation of intangible assets, litigation, material restructuring and transaction items, they should not be regarded as a complete picture of the Group's financial performance, which is presented in its IFRS results. The exclusion of adjusting items may result in underlying profits/(losses) being materially higher or lower than IFRS earnings.

During the year a review of the measures was undertaken and as a consequence the Interest Cover measure has been updated in line with the Group's new banking facilities signed in September 2024 and is now calculated as the ratio of the rolling 12-month covenant interest to covenant earnings before interest, tax, depreciation and amortisation (Covenant EBITDA). Further information on Covenant EBITDA can be found in Note 2.2.

The following APMs are referred to in the Annual Report and Accounts and described in the following paragraphs.

2.1. Underlying operating profit

Underlying operating profit is defined as operating profit from continuing operations adjusted for acquisition-related income and expense (amortisation or impairment of acquired intangible assets, acquisition expenses, adjustments to contingent consideration), the costs of a material restructuring, litigation, asset impairment and profit/loss relating to the sale of businesses or any other significant one-off adjustments to income or expenses (adjusting items).

Underlying operating profit is used as a basis for net debt : EBITDA and interest cover covenant calculations, required under the terms of the Group's borrowings. This APM is also used internally to measure the Group's performance against previous years and budgets, as the adjusting items fluctuate year-on-year and may be unknown at the time of budgeting.

Year Ended 31 December 2024

The underlying results include £3.5m of operating profit from the sale of life-of-field rental-related assets which occurred in the ordinary course of business.

During the year ended 31 December 2024, adjusting items in arriving at the underlying results were in relation to:

.

Year Ended 31 December 2023