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Half Yearly Report

12th Nov 2015 07:00

RNS Number : 4316F
Atkins (WS) PLC
12 November 2015
 

Half year financial report for the six months ended 30 September 2015

 

Good results, with strong revenue and profit growth.

 

Design, engineering and project management consultancy WS Atkins plc (Atkins or the Group) today announces its unaudited results for the six months ended 30 September 2015.

 

FINANCIAL SUMMARY

 

Key performance indicators

 

Note

Six months to 30 Sept 2015

Six months to

30 Sept 2014

Change

 

Income Statement

Revenue

1

£904.6m

£831.4m

8.8%

Operating profit

£60.0m

£44.6m

34.5%

Underlying operating profit

2

£59.0m

£53.0m

11.3%

Operating margin

6.6%

5.4%

1.2pp

Underlying operating margin

2

6.5%

6.4%

0.1pp

Profit before tax

£53.8m

£39.0m

37.9%

Underlying profit before tax

3

£55.8m

£46.9m

19.0%

Profit after tax

£43.1m

£31.2m

38.1%

Diluted EPS

42.9p

30.9p

38.8%

Underlying diluted EPS

42.8p

37.7p

13.5%

Dividend

4

11.7p

11.0p

6.4%

People

Staff numbers at 30 September

5

18,609

17,898

4.0%

Average staff numbers

18,506

17,569

5.3%

Net funds

6

£141.1m

£155.3m

(9.1)%

Work in hand

7

84.3%

89.1%

(4.8)pp

 

HIGHLIGHTS

 

Financial highlights

-

Organic constant currency revenue up 4.7%

-

Underlying operating profit up 11.3%, margin of 6.5%

-

Underlying diluted EPS up 13.5% and interim dividend of 11.7p

-

Strong balance sheet with net funds of £141.1m

Operational highlights

-

Significant improvement in UK and Europe

-

Strong performance in Middle East

-

North America investing for growth with recent major win

-

Difficult first half in Energy, despite good growth in nuclear and power/renewables business

-

In line results in Asia Pacific, with challenging markets in mainland China

 

Commenting on the results, Uwe Krueger, chief executive officer, said:

 

'This is another good set of results with strong growth in both revenue and underlying profitability. Our outlook for the full year remains unchanged. While short-term market uncertainty exists in some of our sectors, our strategic focus has put us in a strong position to benefit from longer-term growth. As urbanisation increases, infrastructure spending across the globe is predicted to grow significantly in the medium-term and we are well placed to benefit from this investment.'

 

Notes:

1.

Revenue excludes the Group's share of revenue from joint ventures.

2.

Underlying operating profit excludes amortisation of acquired intangibles, deferred acquisition payments and exceptional profit on disposal of property. 2014 underlying operating profit excludes amortisation of acquired intangibles, exceptional transaction costs and impairment of goodwill.

3.

Underlying profit before tax additionally excludes a loss on disposal of businesses of £3.0m (2014: profit £0.5m).

4.

Interim dividend declared for the six months to 30 September.

5.

Staff numbers are shown on a full-time equivalent basis, including agency staff.

6.

Net funds comprise cash and cash equivalents plus financial assets and loan notes receivable less borrowings.

7.

Work in hand is the value of revenue to date plus contracted and committed work at 30 September that is scheduled for the remainder of the financial year, expressed as a percentage of the forecast revenue for the year.

 

 

Enquiries

 

Heath Drewett, Group finance director

 

+ 44 20 7121 2000

Sara Lipscombe, Group communications director

+ 44 20 7121 2000

 

Kate Moy, Group investor relations director

 

+ 44 20 7121 2000

 

 

Notes to editors

 

1. Atkins

Atkins (www.atkinsglobal.com) is one of the world's most respected design, engineering and project management consultancies, employing some 18,600 people across the UK, North America, Middle East, Asia Pacific and Europe. We build long term trusted partnerships to create a world where lives are enriched through the implementation of our ideas. You can view Atkins' recent projects on our website.

 

2. Attachments

Attached to this announcement are: the overview of the period, business review, finance review, statement of directors' responsibilities, the unaudited: consolidated income statement, consolidated statement of comprehensive income, consolidated balance sheet, consolidated statement of cash flows, consolidated statement of changes in equity, notes to the condensed consolidated interim financial information and the independent auditor's review report.

 

3. Analyst Presentation

A presentation for analysts will be held today at 0830. Dial-in details are available from +44 20 7121 2693 for those wishing to join the presentation by conference call. A webcast of the presentation will be available via the Company's website, www.atkinsglobal.com.

 

4. Cautionary Statement

This announcement has been prepared for the shareholders of Atkins as a whole and its sole purpose and use is to assist shareholders to exercise their governance rights. Atkins and its directors and employees are not responsible for any other purpose or use or to any other person in relation to this announcement and their responsibility to shareholders shall be limited to that which is imposed by statute.

 

This announcement contains indications of likely future developments and other forward looking statements that are subject to risk factors associated with, among other things, the economic and business circumstances occurring from time to time in the countries, sectors and business segments in which the Group operates. These and other factors could adversely affect the Group's results, strategy and prospects. Forward looking statements involve risks, uncertainties and assumptions. They relate to events and/or depend on circumstances in the future which could cause actual results and outcomes to differ materially from those currently expected. No obligation is assumed to update any forward looking statements, whether as a result of new information, future events or otherwise.

 

 

OVERVIEW

 

Results

The Group has delivered good results for the six months to 30 September 2015, reporting underlying operating profit of £59.0m (2014: £53.0m), up 11.3% year on year. Revenue for the six months rose 8.8% to £904.6m (2014: £831.4m). This year on year increase in revenue includes the impact of the prior year acquisitions of Nuclear Safety Associates, Houston Offshore Engineering and Terramar.

 

Staff numbers were 18,609 at the end of September 2015, 0.8% higher than at 31 March 2015 and 4.0% higher than the same time last year.

 

Underlying profit before tax of £55.8m (2014: £46.9m) is arrived at after adjusting for amortisation of acquired intangible assets of £3.9m (2014: £1.2m), deferred acquisition payments of £1.6m (2014: £nil), impairment of goodwill of £nil (2014: £2.8m), loss on sale of businesses £3.0m (2014: profit of £0.5m) and exceptional property disposal profit of £6.5m (2014: £4.4m transaction costs). Underlying profit before tax includes the benefit of £2.7m of research and development expenditure credit following early adoption of new rules in the UK in the second half of the prior year. In the prior half year the equivalent benefit was shown as a reduction in the Group's tax charge.

 

Underlying diluted earnings per share were up 13.5% to 42.8p (2014: 37.7p).

 

Our UK and Europe business has delivered significantly improved first half results, despite difficult trading conditions continuing for our aerospace business. The recent announcement by the UK Government about the creation of the National Infrastructure Commission will help build consensus behind the funding and delivery of the UK's critical national infrastructure and harness cross party political support to gain certainty around the infrastructure pipeline. Further progress has been made on the portfolio optimisation pillar of our strategy, with the sale of our Portuguese business in June. North America had a mixed first half. Significant bidding activity in support of growth has impacted our margin performance but is starting to yield results with a recent major contract win in Nevada. Our Middle East business has performed well in the first half of the year, with strong growth in revenue and operating profit. Client decision-making is slower, with some increased uncertainty around property and infrastructure projects. Despite the previously highlighted slowdown in mainland China, our Asia Pacific business has reported in line with our expectations. Energy has had a difficult half year, with a good performance in nuclear, power and renewables but challenges in some of our oil and gas markets. Our global design centres continue to provide an important pool of expertise that is utilised across the Group, particularly on major projects.

 

The Group's balance sheet remains strong with net funds at 30 September 2015 of £141.1m (September 2014: £155.3m). The reduction of £38.2m in net funds since the year end reflects the usual first half working capital outflow.

 

Outlook for the year

The Group has delivered a good first half performance and the outlook for the full year remains unchanged.

 

Dividend

The Board has declared an interim dividend of 11.7p per share, representing an increase of 6.4% on last year. The interim dividend will be paid on 8 January 2016 to all shareholders on the register on 27 November 2015.

 

 

BUSINESS REVIEW

 

United Kingdom and Europe

 

Key performance indicators

Six months to30 Sept 2015

Six months to30 Sept 2014

Change

Revenue

£458.7m

£428.3m

7.1%

Operating profit

£29.8m

£22.4m

33.0%

Operating margin

6.5%

5.2%

1.3pp

Work in hand

83%

85%

(2)pp

Staff numbers at 30 September

9,865

9,414

4.8%

Average staff numbers

9,724

9,335

4.2%

 

Our UK and Europe business has delivered significantly improved first half results. Revenue in the region has risen to £458.7m (2014: £428.3m), at a margin of 6.5% (2014: 5.2%).

 

Closing staff numbers rose around 5% to 9,865, (UK: 9,155; Europe: 710), despite the previously disclosed rightsizing of our aerospace business and the sale of our 48 person business in Portugal.

 

The UK business reported a 7.0% increase in revenue to £426.4m and operating profit of £29.1m. Margins improved to 6.8% (2014: 5.7%) as our transportation and water, ground and environment businesses delivered a better first half performance against a challenging trading period last year. Our aerospace business has secured some recent wins and performance is now stabilising. Some £2.7m (2014: £nil) of the Group's research and development expenditure credit was recognised in the first half, which was shown in the tax line in prior years. The transition to our new simplified UK organisational structure took effect from the beginning of this financial year and is expected to deliver both revenue and margin improvements.

 

In September, the newly transformed Birmingham New Street station, for which Atkins was lead designer, opened successfully.

 

Our appointment by Highways England as one of its key suppliers on the Collaborative Delivery Framework (CDF) is proving successful and we are well positioned to bid on the largest projects. Under the CDF, Atkins and CH2M were awarded the detailed design contract for the £1.5bn A14 Cambridge to Huntingdon upgrade programme, and our joint venture with Jacobs was awarded the design contract for three smart motorway schemes. We also continue to deliver a range of projects for Network Rail, including the successful commissioning of the Stafford Area Improvement Programme.

 

Water, ground and environment has enjoyed a good first half with a healthy pipeline of work from water utility clients, including Thames Water, Severn Trent Water and United Utilities, to deliver their programmes for the 2015 to 2020 regulatory period (AMP6). We are delighted to have also recently been appointed by Scottish Water to provide technical consultancy support, subject to contract finalisation. We are seeing increasing opportunities to cross-sell our skills and expertise in this business into our transportation and energy markets. For example, the work we have undertaken on Crossrail and High Speed 2, and recent awards on major highways and other rail projects, are drawing on our specialist environmental and ground engineering teams.

 

Design and engineering performed well with continued growth in its core education and defence markets. In the education sector, the Priority Schools and Academies programmes and our strong, standardised design capability continue to lead to significant opportunities. Our airports business is delivering significant programmes of work at both Heathrow and Gatwick. We continue to support initial nuclear new build infrastructure work in the UK, including EDF Energy's new Hinkley Point C reactor.

 

Aerospace, defence, security and technology had a slow start to the year with some aerospace workload cancelled at short notice. The market is showing signs of stabilising but we have taken appropriate action to scale our teams to suit the market conditions. In the period we have further reduced our aerospace headcount, particularly in North America.

 

Our defence and security businesses traded well during the period, with ongoing contracts to deliver security work for central Government. Heathrow Airport's IT outsourcing contract, in partnership with Capgemini, allows us to leverage our position in aviation and we have an established and strong capability in holistic security where our team is delivering a range of high profile projects, including a number of cyber security assignments for multinational private sector clients.

 

Faithful+Gould had another good first half, with continued appointments for higher education, universities and student accommodation through the Scape Asset Management, Surveying and Design Services public sector framework. For example, we have been appointed by the University of Edinburgh to work on its new International Business School. We continue to support EDF Energy on Hinkley Point C with our new appointment for contract management and administration services, which replaces our previous appointment that expired in July 2015. Activity in the London and southeast commercial property sector increased and we were pleased to win Construction Consultant/Surveyor of the Year at the Building Awards 2015.

 

In Europe, revenue rose 8.4% to £32.3m, with operating profit of £0.7m and operating margin improved to 2.2% (2014: (1.0)%). Our European business is primarily focused on the rail and highways infrastructure markets in Scandinavia. In June, we made further progress on our portfolio optimisation strategy, with the sale of our 48 person business in Portugal.

 

We have successfully integrated Terramar, a project management consultancy business, which has diversified our client base in Scandinavia. Our core markets in Scandinavia remain well funded, with a strong pipeline of infrastructure projects and increasing opportunities to work with local contractors as well as public bodies.

 

Outlook

We see a healthy pipeline of opportunities in the UK market as the Government continues its commitment to infrastructure spend and foreign investment into the UK energy market increases. However, we will monitor any potential investment impact from the Autumn Comprehensive Spending Review and the Strategic Defence and Security Review.

 

We have secured work in hand at 30 September 2015 of 83% (2014: 85%) of this year's forecast revenue, which gives us confidence as we look into the second half.

 

 

North America

 

Key performance indicators

Six months to30 Sept 2015

Six months to30 Sept 2014

Change

Revenue

£177.7m

£170.5m

4.2%

Operating profit

£8.5m

£10.2m

(16.7)%

Operating margin

4.8%

6.0%

(1.2)pp

Work in hand

83%

93%

(10)pp

Staff numbers at 30 September

2,752

2,786

(1.2)%

Average staff numbers

2,759

2,823

(2.3)%

 

Our North American business had a mixed first half with a 16.7% decrease in operating profit, at a margin of 4.8% (2014: 6.0%). Significant bidding activity in support of growth has impacted our margin but is beginning to yield results with the start of a portfolio shift towards larger project and programme awards. In early October, we were delighted to win the $45m design contract on Project NEON, the widening of I-15 for the Nevada Department of Transportation, as part of the Kiewit Infrastructure West team. This represents the business's largest single project award since being acquired by Atkins in 2010.

 

Headcount reduced slightly year on year to 2,752 (2014: 2,786) and was flat in the first half. We anticipate headcount will increase in the second half in response to increasing volume. As our client-based organisational model matures, our technical professional organisation is seeing steady improvement in productivity.

 

Public and private is working to reshape and position the business for more substantial and sustainable growth built around larger, longer-term projects. In the key focus area of major programme management, there were notable wins for Miami Dade County, Cobb County and Broward County Schools.

 

While the federal market continues to face political turmoil, budget restrictions, and global economic uncertainty, we are pursuing task order assignments under existing contracts with the Federal Emergency Management Agency, the Army Corps of Engineers and the National Guard.

 

In aviation, we provide architectural and engineering services at major airports such as New Orleans, Los Angeles, Orlando and Atlanta, with an ongoing focus on securing new, larger projects and programmes. Our Faithful+Gould business continues to perform well with projects at San Francisco Airport and for United Airlines.

 

Overall, Faithful+Gould has seen an improved start to the year with productivity up on the second half of last year. In the energy sector, its work continues with Ontario Power Generation, Bruce Power and BP, and with PacifiCorp on electricity transmission. We have also been appointed on new projects in the hospitality and manufacturing sectors.

 

Outlook

We see stable market conditions ahead, while federal funding remains uncertain. The benefits from our simplified organisational structure continue to deliver improved efficiency and we believe this, coupled with volume growth, will deliver margin improvement in the second half. Work in hand at 30 September 2015 is 83% of this year's forecast revenue (2014: 93%). Recent project wins, together with a number of material frameworks that should deliver work in the second half, give us confidence for the full year.

 

 

Middle East

 

Key performance indicators

Six months to30 Sept 2015

Six months to30 Sept 2014

Change

Revenue

£118.8m

£96.0m

23.8%

Operating profit

£11.3m

£8.9m

27.0%

Operating margin

9.5%

9.3%

0.2pp

Work in hand

92%

97%

(5)pp

Staff numbers at 30 September

2,557

2,428

5.3%

Average staff numbers

2,611

2,288

14.1%

 

Our Middle East business has performed well in the first half of the year, with revenue up 23.8% to £118.8m (2014: £96.0m) and a slightly improved operating margin of 9.5% (2014: 9.3%). We continue to deliver design packages on major projects and programmes in rail, infrastructure and property in our focus regions of the United Arab Emirates (UAE), Qatar and the Kingdom of Saudi Arabia (KSA).

 

Headcount at 2,557 (2014: 2,428) was up over 5% year on year but has reduced slightly since 31 March.

 

Client decision-making is slower, with some increased uncertainty around property and infrastructure projects. Nevertheless, we believe the longer-term need to invest in strategically important infrastructure development that supports economic growth and diversification will continue to drive demand for our services.

 

Good progress continues on the design delivery for our major metro projects, including Riyadh Metro and Doha Metro Gold Line and Red Line South. Our reputation for delivery and innovation, and the relationships that we have built with contractors, positions us well for future metro opportunities in the region.

 

Property sector activity in the UAE remains focused on expanding Dubai's offering to visitors and residents, especially where linked to the hosting of Expo 2020. Current projects include the Dubai Opera, which is scheduled for completion and opening in 2016.

 

In Qatar, we are working with the government towards meeting its National Vision 2030. The success of our advisory work on the Central Planning Office has made an important contribution to the coordination of Qatar's major transport infrastructure programmes. We continue to work on a significant framework to upgrade Doha's roads and drainage system.

 

Aside from our metro work in KSA, we are successfully supporting strategic programmes that are driving the Kingdom's long-term economic growth and diversification, including our partnership with Bechtel to advise the Economic Cities Authority on the development of four new cities.

 

Our Faithful+Gould business had a good first half with growth across the UAE, KSA and Qatar. Across the region we saw further contract successes, particularly in property and hospitality. For example, we have been appointed as a project manager on a new mixed use development in Riyadh.

 

Outlook

Our order book at 30 September 2015 represented 92% of forecast revenue for the year (2014: 97%). Client caution regarding infrastructure and property commitments is increasing and we are closely monitoring government decision-making and cash liquidity. We continue to see long-term major project opportunities come to the market in our strategic focus areas, although we expect the awarding of contracts to remain slow throughout the second half of the year. We are exploring opportunities to increase our regional footprint.

 

 

Asia Pacific

 

Key performance indicators

Six months to30 Sept 2015

Six months to30 Sept 2014

Change

Revenue

£51.6m

£53.4m

(3.4)%

Operating profit

£3.4m

£3.5m

(2.9)%

Operating margin

6.6%

6.6%

0.0pp

Work in hand

84%

92%

(8)pp

Staff numbers at 30 September

1,461

1,566

(6.7)%

Average staff numbers

1,499

1,542

(2.8)%

 

Despite the previously highlighted slowdown in our markets in mainland China, our Asia Pacific business has reported in line with our expectations. Revenue reduced 3.4% to £51.6m (2014: £53.4m), reflecting market conditions in mainland China and Hong Kong. The region's operating margin was stable at 6.6% (2014: 6.6%).

 

Headcount fell to 1,461 (2014: 1,566), a decrease of 6.7%, as we respond to evolving market conditions particularly in mainland China.

 

In Hong Kong, the largest part of our Asia Pacific business, we continue to diversify our client portfolio and to bid for major new government contracts, and our pipeline of work in the second half remains healthy. Our project management role for key elements of the West Kowloon Cultural Development is progressing well and we have started deploying resident site staff to supervise construction of the M+ Museum. We are also providing full scope architectural design for a new high profile hotel at a prime location, while Faithful+Gould is providing project management services to the same client, demonstrating the strength and success of our cross-functional, multidisciplinary offering.

 

In mainland China, the property market slowdown has continued with focus moving from iconic architecture to well designed, mixed-use facilities, leading to more local competition. In response to this, we are exploring opportunities for our property team to work together with local design companies. The introduction by the government of a programme of anti-corruption measures continues to slow down the release and award of major projects which is impacting our workloads.

 

Our strategy of geographic diversification continues and we have recently established an architecture practice in Singapore. We are making good progress in developing our relationships with outbound Chinese contractors and are starting to work with them on a number of new opportunities in Asia, Africa and the Middle East.

 

In southeast Asia, following our success in designing the tallest building in Vietnam, the 460-metre Vincom Landmark 81, we have secured two new significant city development contracts with Vingroup. Our relationship with Sands Corporation has been strengthened through collaboration on projects in Macau and we have been appointed as lead consultant for projects at Marina Bay Sands in Singapore. In India, we continue to see opportunities in the property, masterplanning and transportation sectors and to work with our team in Hong Kong to target opportunities in the property market.

 

Our Faithful+Gould business continues to perform well, with the extension last year of its role as engineering project manager on the Formula 1 Singapore Grand Prix and a strong pharmaceutical sector workload. While economic growth has slowed in China and India, we continue to see opportunities in the manufacturing and hospitality sectors.

 

Outlook

We have secured work in hand at 30 September 2015 of 84% (2014: 92%) of our forecast revenue. The political situation in Hong Kong has stabilised and we continue to monitor the impact of delayed approval of funding on our pipeline of work. The outlook remains stable for the rest of the year.

 

 

Energy

 

Key performance indicators

Six months to

30 Sept 2015

Six months to

30 Sept 2014

Change

 

Revenue

£97.8m

£81.3m

20.3%

Operating profit

£7.1m

£8.1m

(12.3)%

Operating margin

7.3%

10.0%

(2.7)pp

Work in hand

83%

80%

3pp

Staff numbers at 30 September

1,887

1,616

16.8%

Average staff numbers

1,830

1,499

22.1%

 

Our Energy business has had a difficult first half, with a good performance in our nuclear, power and renewables businesses but challenges in some of our oil and gas markets. Revenue improved significantly to £97.8m (2014: £81.3m) due in part to the benefit in the second half of last year of two acquisitions, Nuclear Safety Associates and Houston Offshore Engineering, which are now fully integrated. Organic revenue, excluding these acquisitions grew by around 4%. Margins reduced to 7.3% (2014: 10.0%), reflecting pricing pressure and the impact of the deferral and cancellation of some projects in the oil and gas market and the short-term impact on productivity as we sought to redeploy affected staff across the business.

 

Headcount increased to 1,887 (2014: 1,616), up 16.8%, reflecting the two acquisitions and organic growth in our nuclear, power and Middle East oil and gas businesses. 

 

In the UK, our position in the nuclear new build market remains strong and we welcomed EDF Energy's announcement concerning the future of Hinkley Point C. Our expertise in decommissioning continues to be in demand on projects such as the First Generation Magnox Storage Pond. We were disappointed that, following a new scientific discovery, Sellafield made the decision not to continue with the Silos Direct-encapsulation Plant project that we were awarded in December 2014 as part of the a.m.a. joint venture with AREVA and Mace. We are negotiating an appropriate demobilisation. We see significant opportunities in North America and other markets outside the UK and continue to expand the international portfolio of our nuclear business. We provide a broad range of services to the Emirates Nuclear Energy Corporation in the Middle East on the £20bn Barakah New Nuclear Programme and to the €15bn International Thermonuclear Experimental Reactor programme in the south of France.

 

The challenging conditions in the UK and North America oil and gas market continued in the period. In line with the industry as a whole, we remain cautious and continue to monitor productivity closely. Our oil and gas business in the Middle East has grown beyond our expectations delivering design services for Qatar Petroleum and a steady stream of smaller design and consultancy projects for the ADNOC group.

 

We continue to expand our portfolio of work in the international liquefied natural gas (LNG) market. Building on our ongoing relationship with Shell, we were recently appointed to develop asset integrity models for future inspection and maintenance of its Prelude FLNG project, the largest floating LNG project in the world.

 

In the power and renewables sector, we have further strengthened our position in the UK offshore wind market. We have recently been appointed by Seaway Heavy Lifting to design the jacket foundations for the 664MW Beatrice offshore wind farm.

 

Outlook

The outlook for our Energy business remains good, with the fundamental drivers for growth unchanged as the world's requirement for energy continues to increase. The first half has been impacted by the difficulties in the oil and gas market, however we believe we are well positioned for the medium and longer-term. We will adapt to a more cost conscious oil and gas market where our high end skills continue to be valued. We see significant opportunity for growth in nuclear across new build, maintenance and decommissioning and, in addition, in the renewables sector.

 

We continue to seek ways to grow the business organically, while also exploring further acquisition opportunities. Work in hand at 30 September 2015 was 83% (2014: 80%) of forecast revenue for the year.

 

 

FINANCE REVIEW

 

Revenue and operating profit performance for the six months to 30 September 2015 is discussed in more detail in the preceding Business Review.

 

Results

The Group has delivered good results for the six months to 30 September 2015, reporting underlying operating profit of £59.0m (2014: £53.0m), up 11.3% year on year. Underlying operating profit is arrived at after adjusting for amortisation of acquired intangibles of £3.9m (2014: £1.2m), deferred acquisition payments of £1.6m (2014: £nil), exceptional property disposal profit of £6.5m (2014: £nil) and also in 2014 for the impairment of goodwill of £2.8m and exceptional external fees of £4.4m in relation to an unsuccessful acquisition pursuit.

 

Profit before tax was £53.8m (2014: £39.0m) and on an underlying basis, after adjusting for the items mentioned above and additionally the loss on disposal of business of £3.0m (2014: profit of £0.5m), gives an underlying profit before tax of £55.8m (2014: 46.9).

 

30 Sept

2015

30 Sept

2014

31 March

2015

£m

Profit before tax

53.8 

39.0 

106.7 

Adjusted for:

Exceptional items

(6.5)

4.4 

4.4 

Impairment of goodwill

-

2.8 

2.8 

Amortisation of acquired intangibles

3.9 

1.2 

6.9 

Deferred acquisition payments

1.6 

1.5 

Net loss/(profit) on disposal of businesses

3.0 

(0.5)

(0.4)

Underlying profit before tax

55.8 

46.9 

121.9 

 

 

Pensions

 

Pension costs

The cost of the Group's defined benefit pension schemes for the six months to 30 September 2015 amounted to £6.0m (2014: £7.9m), of which net finance costs represented £4.8m (2014: £6.8m).

 

Funding

The Group completed its last triennial valuation as at 31 March 2013. Under the associated recovery plan the Group agreed to contribute £32.8m to the Atkins Pension Plan (the Plan) for the year ending 31 March 2016, with annual contributions then escalating by 2.5% each year until 31 March 2025.

 

The Plan is closed to the future accrual of benefits and all defined benefit members of the Plan were transferred to a defined contribution section for future service where it was clear they did not benefit from a statutory or contractual right to a final salary pension.

 

IAS 19

The net post-tax retirement benefit liabilities of the Group's pension schemes are estimated at £214.8m (30 September 2014: £234.9m; 31 March 2015: £237.8m). A discount rate of 3.9% has been applied to the liabilities at 30 September 2015, increased from 3.5% at the year end.

 

The key assumptions used in the IAS 19 valuation are detailed in note 18 to the condensed consolidated interim financial information.

 

Income tax

 

The Group's income tax expense for the six months ended 30 September 2015 was £10.7m (2014: £7.8m) giving an effective tax rate of 19.9% (2014: 20.0%). The Group's effective underlying tax rate of 23.0% (2014: 19.0%) is different from the Group's effective tax rate due to the tax impact of acquisition intangibles amortisation, profits/losses on disposal of assets and exceptional external fees in the prior year. The underlying effective tax rate is higher than the standard corporation tax rate in the UK of 20% (2014: 21%) primarily due to the geographic mix of the Group's profit.

 

Earnings per share (EPS)

 

Diluted EPS increased 38.8% to 42.9p (2014: 30.9p), which is in line with the Group's profit after tax increase of 38.1%. Underlying diluted EPS rose 13.5% to 42.8p (2014: 37.7p).

 

Basic EPS from continuing operations for the period was 44.1p (2014: 31.8p).

 

Net funds

 

Net funds are analysed as follows:

 

30 Sept 2015

30 Sept 2014

31 March 2015

£m

Cash and cash equivalents

193.1 

205.0 

235.4 

Loan notes receivable

21.7 

20.2 

21.8 

Financial assets at fair value through profit or loss

33.4 

31.8 

33.4 

Borrowings due no later than one year

(58.6)

(55.7)

(61.0)

Borrowings due later than one year

(48.3)

(45.9)

(50.2)

Finance leases

(0.2)

(0.1)

(0.1)

Net funds

141.1 

155.3 

179.3 

 

In addition to the above net funds, the Group has £141.2m of undrawn committed borrowing facilities available (see note 17).

 

The Group has a five year revolving credit facility which matures in January 2020. The Group also has $75m private placement debt, due for repayment on 31 May 2019.

 

Cash flow

 

Cash generated from operations was £21.8m (2014: £13.5m) and can be summarised as follows:

 

£m

30 Sept 2015

30 Sept 2014

31 March 2015

Operating profit

60.0 

44.6 

118.5 

Depreciation/amortisation

15.8 

11.6 

29.3 

Impairment of goodwill

2.8 

2.8

Working capital

(37.4)

(35.6)

2.3

Pension deficit funding

(16.4)

(16.0)

(32.0)

Provisions/other

(0.2)

6.1

13.0 

Cash flow from operating activities

21.8 

13.5 

133.9 

 

Risks

 

The Group Risk Committee, chaired by the chief executive officer, meets periodically and considers new strategic, financial and operational risks as they arise and identifies actions to mitigate those risks. The Board reviews the work undertaken by this committee. Key risks and their mitigation have not changed significantly in the period from those disclosed on pages 50 to 53 of the annual financial statements for the year ended 31 March 2015. The key risks and mitigation are summarised below:

 

Risk

Mitigation

Economic outlook

· Reductions or delays in government investment in infrastructure

· Reduced levels of spend and clients' ability to pay

 

Increased diversification and focus on growth areas

· Increased use of our Indian global design centres

· Staff redeployment

· Credit checks

 

Financial

· Limitations on ability to invest in growth

· Managing defined benefit pension schemes

 

Ongoing review of the Group's trading and funding position, and de-risking of the defined benefit pension schemes

Geopolitical

· Political instability

· Delays in government funded programmes

 

Focus on geographies with stable trading environments and use of latest professional risk and security information

Market

· Changes in contracting environment

· Increased pressure on pricing and margins

 

Robust review procedures

Regulatory/legal restrictions preventing trade

Use of external advice and investment in staff training and communication

 

Crisis event

Group crisis management plan in place

 

Health, safety and environmental shortcomings

Implementation of worldwide safety standards and mandatory accident and near-miss reporting. Development of a security standard

 

Physical and data security compromised

· Safety and security of our people

· Cyber crime

 

Use of appropriate data protection measures and staff training

Projects

· Poor project management

· Client dissatisfaction and reputational damage

 

Training programmes to embed project management best practice, project director technical reviews and online project management systems

Staff recruitment and retention

Regular business review of metrics, annual performance appraisals and personal development plans

 

Technical delivery

Robust review procedures, training and technical centres of excellence. Development of a technical assurance standard

 

 

Notwithstanding that no new key risks have been identified in the period, we continue to manage a number of potential risks and uncertainties which could have a material impact on our long-term performance. Many of these risks are common to other companies and we assess them to establish the principal risks for the Group.

 

Effective risk management continues to be embedded in our governance framework, which is summarised in the Corporate Governance Report on pages 72 to 79 of the annual financial statements for the year ended 31 March 2015.

 

Going concern

 

The directors are required to consider the appropriateness of the going concern assertion in the preparation of the Group's condensed consolidated interim financial information for the six months ended 30 September 2015.

 

The Group meets its day-to-day working capital requirements through cash generated from operations and the use of its banking facilities. The Group has delivered good results and progressed its strategic objectives. It has net funds at 30 September 2015 of £141.1m. In addition, the Group had access to undrawn committed borrowing facilities of £141.2m at 30 September 2015. In early 2015, the Group amended and extended its five year revolving credit facility which now matures in January 2020. This arrangement provides the Group with a committed credit facility of £200m and the financial capacity to support its strategy. The Group also has $75m private placement debt, due for repayment on 31 May 2019. The Group's forecasts and projections, under various scenarios, show that the Group should be able to operate within the level of these facilities.

 

The Group has a good level of work in hand at 30 September 2015 representing 84.3% of forecast revenue for the year (2014: 89.1%).

 

After making enquiries and having considered the Group's results, the strength of its balance sheet and near-term outlook, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. It is therefore deemed appropriate to continue to apply the going concern principle in the preparation of its condensed consolidated interim financial information for the six months ended 30 September 2015.

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

 

The directors confirm that this condensed consolidated interim financial information has been prepared in accordance with IAS 34 as adopted by the European Union and that the interim management report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely:

 

-

an indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

-

material related party transactions in the first six months and any material changes in the related party transactions described in the last annual financial statements.

 

The directors are listed in the Annual Report for the year ended 31 March 2015. A list of current directors can be found at www.atkinsglobal.com.

 

By order of the Board

Richard Webster

Company Secretary

 

12 November 2015

 

 

Consolidated income statement for the six months ended 30 September 2015

 

Unaudited

Unaudited

Audited

Six months to

Six months to

Year to

30 Sept 2015

30 Sept 2014

31 March 2015

Note

£m

£m

£m

Revenue

 

5

904.6

831.4 

1,756.6

Cost of sales

(550.3)

(499.6)

(1,049.2)

Gross profit

354.3

331.8 

707.4

Administrative expenses

(294.3)

(287.2)

(588.9)

Operating profit

5

60.0

44.6 

118.5

Comprising:

- Underlying operating profit

59.0

53.0 

134.1

- Exceptional items

8

6.5

(4.4)

(4.4)

- Impairment of goodwill

15

-

(2.8)

(2.8)

- Amortisation of acquired intangibles

(3.9)

(1.2)

(6.9)

- Deferred acquisition payments

(1.6)

-

(1.5)

60.0

44.6 

118.5

Net (loss)/profit on disposal of businesses

6

(3.0)

0.5 

0.4

Income from other investments

1.1

0.9 

2.2

Share of post-tax profit from joint ventures

1.1

0.1

Profit before interest and tax

59.2

46.0 

121.2

Finance income

9

1.7

2.1 

4.8

Finance costs

9

(7.1)

(9.1)

(19.3)

Net finance costs

9

(5.4)

(7.0)

(14.5)

Profit before tax

53.8

39.0 

106.7

Comprising:

- Underlying profit before tax

55.8

46.9 

121.9

- Exceptional items

8

6.5

(4.4)

(4.4)

- Amortisation of acquired intangibles

(3.9)

(1.2)

(6.9)

- Impairment of goodwill

15

-

(2.8)

(2.8)

- Deferred acquisition payments

(1.6)

-

(1.5)

- Net (loss)/profit on disposal of businesses

6

(3.0)

0.5 

0.4

53.8

39.0 

106.7

Income tax expense

10

(10.7)

(7.8)

(21.0)

Profit for the period

43.1

31.2 

85.7

Profit attributable to:

Owners of the parent

42.9

31.0 

85.7

Non-controlling interests

0.2

0.2 

-

43.1

31.2 

85.7

Earnings per share

Basic earnings per share

12

44.1p

31.8p

87.8p

Diluted earnings per share

12

42.9p

30.9p

85.4p

Underlying diluted earnings per share

12

42.8p

37.7p

97.1p

 

The accompanying notes form an integral part of this condensed consolidated interim financial information.

 

 

Consolidated statement of comprehensive income for the six months ended 30 September 2015

 

Unaudited

Unaudited

Audited

Six months to

Six months to

Year to

30 Sept 2015

30 Sept 2014

31 March 2015

Note

£m

£m

£m

Profit for the period

43.1

31.2 

85.7

Other comprehensive income/(expense)

Items that will not be reclassified to profit or loss

 

 

Remeasurements of net post-employment benefit liabilities

18

17.8

20.5 

6.0

Income tax on items that will not be reclassified

18

(3.6)

(4.1)

(1.5)

Total items that will not be reclassified to profit or loss

18

14.2

16.4 

4.5

Items that may be reclassified subsequently to profit or loss

Cash flow hedges

(2.2)

1.5 

3.6

Net differences on exchange

(13.4)

0.1 

20.7

Total items that may be reclassified subsequently to profit or loss

(15.6)

1.6 

24.3

Other comprehensive (expense)/income for the period, net of tax

(1.4)

18.0 

28.8

Total comprehensive income for the period

41.7

49.2 

114.5

Attributable to:

Owners of the parent

41.5

49.0 

114.5

Non-controlling interests

0.2

0.2 

-

Total comprehensive income for the period

41.7

49.2 

114.5

 

The accompanying notes form an integral part of this condensed consolidated interim financial information.

 

 

Consolidated balance sheet as at 30 September 2015

 

Unaudited

Unaudited

Audited

30 Sept 2015

30 Sept 2014

31 March 2015

Note

£m

£m

£m

Assets

Non-current assets

Goodwill

15

236.3

211.4 

244.4

Other intangible assets

14

46.7

35.6 

54.3

Property, plant and equipment

13

51.7

47.4 

53.6

Investments in joint ventures

4.8

3.6 

3.8

Deferred income tax assets

72.8

78.0 

76.8

Derivative financial instruments

16

0.6

0.4 

1.2

Other receivables

27.0

19.8 

20.7

439.9

396.2 

454.8

Current assets

Trade and other receivables

451.9

472.8 

476.5

Financial assets at fair value through profit or loss

16

33.4

31.8 

33.4

Cash and cash equivalents

193.1

205.0 

235.4

Derivative financial instruments

16

0.5

0.3 

1.3

678.9

709.9 

746.6

Liabilities

Current liabilities

Borrowings

17

(58.7)

(55.8)

(61.1)

Trade and other payables

(454.4)

(478.5)

(510.8)

Derivative financial instruments

16

(0.5)

(1.3)

(0.6)

Current income tax liabilities

(30.3)

(31.9)

(40.2)

Provisions for other liabilities and charges

(0.7)

(1.4)

(0.8)

(544.6)

(568.9)

(613.5)

Net current assets

134.3

141.0 

133.1

Non-current liabilities

Borrowings

17

(48.4)

(45.9)

(50.2)

Provisions for other liabilities and charges

(2.3)

(2.1)

(2.6)

Post-employment benefit liabilities

18

(286.2)

(308.9)

(316.6)

Derivative financial instruments

16

(1.0)

(0.8)

(0.2)

Deferred income tax liabilities

(11.2)

(17.6)

(10.1)

Other non-current liabilities

(3.2)

(4.3)

(3.2)

(352.3)

(379.6)

(382.9)

Net assets

221.9

157.6 

205.0

Capital and reserves

Ordinary shares

19

0.5

0.5 

0.5 

Share premium account

62.4

62.4 

62.4 

Merger reserve

8.9

8.9 

8.9 

Retained earnings

149.7

85.4 

133.0 

Equity attributable to owners of the parent

221.5

157.2 

204.8 

Non-controlling interests

0.4

0.4 

0.2 

Total equity

221.9

157.6 

205.0 

 

The accompanying notes form an integral part of this condensed consolidated interim financial information.

 

 

Consolidated statement of cash flows for the six months ended 30 September 2015

 

Unaudited

Unaudited

Audited

Six months to

Six months to

Year to

30 Sept 2015

30 Sept 2014

31 March 2015

Note

£m

£m

£m

Cash flows from operating activities

Cash generated from operations

20

21.8

13.5 

133.9

Interest received

1.3

2.1 

4.9

Interest paid

(2.3)

(1.8)

(4.8)

Income tax paid

(17.6)

(6.1)

(17.8)

Net cash generated from operating activities

3.2

7.7 

116.2

Cash flows from investing activities

Acquisition of subsidiaries

- consideration

7

-

(7.6)

(57.2)

- cash acquired

7

-

3.9

Loans to joint ventures and other related parties

-

(1.6)

Distributions received from joint ventures

-

0.6 

0.7

Purchases of property, plant and equipment

13

(9.8)

(8.7)

(19.9)

Proceeds from disposal of property, plant and equipment

13

0.1

0.1 

0.1

Proceeds from disposal of businesses

6

-

3.3 

3.3

Dividends received from other investments

1.1

0.9 

2.2

Net purchases of financial assets

-

(0.1)

(1.3)

Purchases of intangible assets

14

(1.2)

(3.6)

(5.4)

Net cash used in investing activities

(9.8)

(15.1)

(75.2)

Cash flows from financing activities

Proceeds of new bank loans

17

-

10.0

Repayment of bank loans

17

-

(10.0)

Finance lease principal payments

0.1

-

Redemption of loan notes receivable

-

0.1 

0.1

Purchase of own shares by employee benefit trusts

(6.2)

(2.0)

(15.0)

Equity dividends paid to shareholders

11

(24.8)

(22.7)

(33.4)

Net cash used in financing activities

(30.9)

(24.6)

(48.3)

Net decrease in cash and cash equivalents

(37.5)

(32.0)

(7.3)

Cash and cash equivalents at beginning of period

235.4

237.3 

237.3

Exchange movements

(4.8)

(0.3)

5.4

Cash and cash equivalents at end of period

193.1

205.0 

235.4

 

The accompanying notes form an integral part of this condensed consolidated interim financial information.

 

 

Consolidated statement of changes in equity as at 30 September 2015

 

Attributable to owners of the parent

Share

Non-

Ordinary

premium

Merger

Retained

controlling

Total

shares

account

reserve

earnings

interests

equity

Unaudited

Note

£m

£m

£m

£m

£m

£m

Balance at 1 April 2015

0.5 

62.4 

8.9 

133.0 

0.2 

205.0 

Profit for the period

42.9 

0.2 

43.1 

Remeasurements of net post-employment benefit liabilities

17.8 

17.8 

Income tax on items that will not be reclassified

(3.6)

(3.6)

Cash flow hedges

(2.2) 

(2.2) 

Net differences on exchange

(13.4) 

(13.4) 

Other comprehensive expense for the period

(1.4) 

(1.4) 

Total comprehensive income for the period

 

 

41.5 

0.2 

41.7 

Dividends to owners of the parent

 

11

(24.8)

(24.8)

Share-based payments

5.2 

5.2 

Tax credit relating to share-based payment

1.0

1.0

Employee benefit trusts

(6.2)

(6.2)

Total contributions by and distributions to owners of the parent, recognised directly in equity

(24.8)

(24.8)

Balance at 30 September 2015

0.5 

62.4 

8.9 

149.7 

0.4 

221.9 

 

 

Attributable to owners of the parent

Share

Non-

Ordinary

premium

Merger

Retained

controlling

Total

shares

account

reserve

earnings

interests

equity

Unaudited

Note

£m

£m

£m

£m

£m

£m

Balance at 1 April 2014

0.5 

62.4 

8.9 

58.2 

0.2 

130.2 

Profit for the period

31.0 

0.2 

31.2 

Remeasurements of net post-employment benefit liabilities

20.5 

20.5 

Income tax on items that will not be reclassified

(4.1)

(4.1)

Cash flow hedges

1.5 

1.5 

Net differences on exchange

0.1 

0.1 

Other comprehensive income for the period

18.0 

18.0 

Total comprehensive income for the period

 

 

49.0 

0.2 

49.2 

Dividends to owners of the parent

 

11

(22.7)

(22.7)

Share-based payments

4.6 

4.6 

Tax credit relating to share-based payments

Employee benefit trusts

(3.7)

(3.7)

Total contributions by and distributions to owners of the parent, recognised directly in equity

(21.8)

(21.8)

Balance at 30 September 2014

0.5 

62.4 

8.9 

85.4 

0.4 

157.6 

 

 

Attributable to owners of the parent

Share

Non-

Ordinary

premium

Merger

Retained

controlling

Total

shares

account

reserve

earnings

interests

Equity

Audited

Note

£m

£m

£m

£m

£m

£m

Balance at 1 April 2014

0.5 

62.4 

8.9 

58.2 

0.2 

130.2 

Profit for the year

85.7 

85.7 

Remeasurements of net post-employment benefit liabilities

6.0

6.0

Income tax on items that will not be reclassified

(1.5)

(1.5)

Cash flow hedges

3.6

3.6

Net differences on exchange

20.7

20.7

Other comprehensive incomefor the year

28.8

28.8

Total comprehensive income for the year

114.5

-

114.5

Dividends to owners of the parent

 

11

(33.4)

(33.4)

Share-based payments

8.6

8.6

Tax credit relating to share-based payments

0.1

0.1

Employee benefit trusts

(15.0)

(15.0)

Total contributions by and distributions to owners of the parent, recognised directly in equity

(39.7)

(39.7)

Balance at 31 March 2015

0.5 

62.4 

8.9 

133.0

0.2

205.0 

 

The merger reserve relates to the issue of shares in respect of previous acquisitions.

 

The accompanying notes form an integral part of this condensed consolidated interim financial information.

 

 

Notes to the condensed consolidated interim financial information for the six months ended 30 September 2015 (unaudited)

 

 

1. General information

 

WS Atkins plc (the Company) is a public limited company, which is listed on the London Stock Exchange and is incorporated and domiciled in England and Wales with company number 1885586.

 

Copies of this half year report are available from the Company's registered office: Woodcote Grove, Ashley Road, Epsom, Surrey, KT18 5BW, England, and may be viewed on the Atkins website www.atkinsglobal.com.

 

This condensed consolidated interim financial information was approved for issue on 12 November 2015.

 

This condensed consolidated interim financial information does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 March 2015 were approved by the Board of directors on 10 June 2015 and delivered to the Registrar of Companies. The report of the auditor on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006.

 

This condensed consolidated interim financial information has been reviewed by the Group's auditor, not audited. The review report is included.

 

2. Basis of preparation

 

This condensed consolidated interim financial information for the six months ended 30 September 2015 has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority (previously the Financial Services Authority) and with IAS 34, Interim financial reporting, as adopted by the European Union. The condensed consolidated interim financial information should be read in conjunction with the annual Financial Statements for the year ended 31 March 2015, which have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.

 

Going concern basis

The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and therefore continue to adopt the going concern basis in preparing this condensed consolidated interim financial information.

 

3. Accounting policies

 

The accounting policies adopted are consistent with those of the consolidated Financial Statements for the year ended 31 March 2015, as described in those annual Financial Statements, except as described below.

 

Sale and leaseback transactions

A sale and leaseback transaction occurs when the Group sells an asset and reacquires the use of the asset by entering into a lease with the buyer. The accounting treatment of the sale and leaseback depends upon the substance of the transaction, whether or not the sale was made at the asset's fair value, and the relationship with the buyer. For sale and operating leasebacks, the assets are sold at fair value and accordingly the profit or loss from the sale is recognised immediately in the Group's income statement. The operating lease payments are recognised in accordance with the accounting policy for leases, as disclosed in the consolidated Financial Statements for the year ended 31 March 2015.

 

There are no new IFRSs or IFRICs that are effective for the first time for this interim period that would be expected to have a material impact on the Group.

 

4. Estimates

 

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

 

In preparing this condensed consolidated interim financial information, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated Financial Statements for the year ended 31 March 2015.

 

The accounting areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to this condensed consolidated interim financial information are in relation to contract accounting, goodwill impairment, defined benefit pension schemes, tax, research and development and joint arrangements.

 

Taxes on income for the six months ended 30 September 2015 are accrued using the estimated underlying tax rate that is expected to apply for the year as a whole, as adjusted for material non-underlying items arising in the six month period.

 

5. Segmental information

 

The chief operating decision maker has been identified as the chief executive officer and the Group finance director. The chief executive officer and the Group finance director review the Group's internal reporting in order to assess performance and allocate resources. Management has determined the operating segments based on these reports.

 

The Group's operating segments for management purposes predominantly reflect its key geographical markets. The segments are: United Kingdom and Europe (UK and Europe), North America, Middle East, Asia Pacific and Energy. Details of the business activities and the economic environment in which each segment operates are given in the Business Review.

 

The chief executive officer and the Group finance director assess the performance of the operating segments based on operating profit before interest and tax. Information provided to the chief executive officer and the Group finance director is measured in a manner consistent with that in the condensed consolidated interim financial information.

 

Share of

post-tax

profit/ (loss)

Inter

from

External

segment

Operating

Operating

joint

Total

Six months to

revenue

trade

Revenue

profit

margin

ventures

assets

30 September 2015

£m

£m

£m

£m

%

£m

£m

UK and Europe

438.8

19.9

458.7

29.8

6.5

(0.1)

458.8

North America

177.0

0.7

177.7

8.5

4.8

-

293.3

Middle East

137.0

(18.2)

118.8

11.3

9.5

-

140.5

Asia Pacific

45.9

5.7

51.6

3.4

6.6

-

76.3

Energy

105.9

(8.1)

97.8

7.1

7.3

1.2

110.7

Total for segments

904.6

-

904.6

60.1

6.6

1.1

1,079.6

Group items:

Joint ventures reported above

-

-

-

(1.1)

-

Unallocated central items

-

-

-

1.0

-

Unallocated central assets

39.2

Total for Group

904.6

-

904.6

60.0

6.6

1.1

1,118.8

 

 

Share of

post-tax

profit/ (loss)

Inter

from

External

segment

Operating

Operating

Joint

Total

Six months to

revenue

trade

Revenue

profit

margin

Ventures

assets

30 September 2014

£m

£m

£m

£m

%

£m

£m

UK and Europe

414.8 

13.5 

428.3 

22.4 

5.2 

457.0

North America

169.9 

0.6 

170.5 

10.2 

6.0 

290.7

Middle East

102.5 

(6.5)

96.0 

8.9 

9.3 

138.9

Asia Pacific

51.1 

2.3 

53.4 

3.5 

6.6 

63.0

Energy

91.2 

(9.9)

81.3 

8.1 

10.0 

95.1

Total for segments

829.5 

829.5 

53.1 

6.4 

1,044.7

Group items:

Joint ventures reported above

-

-

-

-

Unallocated central items

1.9 

1.9 

(8.5)

Unallocated central assets

61.4

Total for Group

831.4 

831.4 

44.6 

5.4 

1,106.1

 

 

Share of

post-tax

profit/ (loss)

Inter

from

External

segment

Operating

Operating

Joint

Total

Year to

revenue

trade

Revenue

profit

margin

Ventures

assets

31 March 2015

£m

£m

£m

£m

%

£m

£m

UK and Europe

872.4

31.4

903.8

60.7

6.7

(0.4)

521.8

North America

340.4

1.0

341.4

20.0

5.9

-

300.6

Middle East

238.2

(21.5)

216.7

22.5

10.4

-

152.0

Asia Pacific

102.1

7.6

109.7

9.8

8.9

-

61.6

Energy

200.5

(18.5)

182.0

20.4

11.2

0.5

141.1

Total for segments

1,753.6

-

1,753.6

133.4

7.6

0.1

1,177.1

Group items:

Joint ventures reported above

-

-

-

(0.1)

-

Unallocated central items

3.0

-

3.0

(14.8)

-

Unallocated central assets

24.3

Total for Group

1,756.6

-

1,756.6

118.5

6.7

0.1

1,201.4

 

Assets are allocated based on the operations of the segments and the physical location or territory of the asset.

 

Group cash balances; derivative financial instruments; financial assets at fair value through profit or loss; centrally managed joint ventures; and corporate assets are not considered to be segment assets as they are managed centrally. Consequently they are shown within unallocated central assets.

 

Unallocated central items reported in the six months ended 30 September 2015 comprise £3.9m of intangible asset amortisation relating to the acquisition of The PBSJ Corporation (PBSJ), Confluence Project Management Pte. Ltd. (Confluence), Nuclear Safety Associates, Inc. (NSA), Houston Offshore Engineering, LLC (HOE) and Terramar AS (Terramar); £1.6m of deferred payment arising on the acquisition of HOE and £6.5m gain on disposal of part of the Group's freehold property at Woodcote Grove.

 

Unallocated central items reported in the year ended 31 March 2015 comprise £6.9m of intangible asset amortisation relating to the acquisitions of PBSJ, Confluence, NSA, HOE and Terramar; impairment of goodwill for the European aerospace business of £2.8m; £4.4m of external fees in relation to the pursuit of an unsuccessful acquisition; £1.5m of deferred payment arising on the acquisition of HOE; release of £3.0m provision relating to the previously disposed of Asset Management business and £2.2m settlement of longstanding enquiries by the Department of Justice and the Securities and Exchange Commission.

 

Unallocated central items reported in the six months ended 30 September 2014 comprise £1.2m of intangible asset amortisation relating to the acquisitions of PBSJ and Confluence; impairment of goodwill for the European aerospace business of £2.8m and £4.4m of external fees in relation to the pursuit of an unsuccessful acquisition.

 

A reconciliation of segmental operating profit to profit before tax is as follows:

 

Six months to

Six months to

Year to

30 Sept 2015

30 Sept 2014

31 March 2015

£m

£m

£m

Operating profit

 

60.0

44.6 

118.5

Net (loss)/profit on disposal of businesses

(3.0)

0.5 

0.4

Income from other investments

1.1

0.9 

2.2

Share of post-tax profit from joint ventures

1.1

0.1

Profit before interest and tax

59.2

46.0 

121.2

Finance income

1.7

2.1 

4.8

Finance costs

(7.1)

(9.1)

(19.3)

Net finance costs

(5.4)

(7.0)

(14.5)

Profit before tax

53.8

39.0 

106.7

 

6. Net (loss)/profit on disposal of businesses

 

Six months to

Six months to

Year to

30 Sept 2015

30 Sept 2014

31 March 2015

£m

£m

£m

(Loss)/profit on disposal of businesses

WS Atkins (Portugal) CEPI Limitada

(3.0) 

WS Atkins - Polska Sp. z o.o.

- 

(0.1)

UK highways services

- 

0.5 

 0.5

Net (loss)/profit on disposal

(3.0)

0.5

0.4 

 

WS Atkins (Portugal) CEPI Limitada

In July 2015, the Group announced the completion of its sale of WS Atkins (Portugal) CEPI Limitada to an international investment fund. All staff and assets transferred on 24 June 2015.

 

While the assets and liabilities of the Portuguese business represent a disposal group, the business has not been reported as a discontinued operation at 30 September 2015 as it did not represent a major line of business.

 

The Portuguese business was reported within the UK and Europe operating segment (note 5) prior to its disposal.

 

The loss on disposal at 24 June 2015 was as follows:

 

Six months to 30 Sept 2015

 £m

Initial cash consideration

Disposal consideration

Assets and liabilities at date of disposal

Deferred income tax assets

0.1 

Cash and cash equivalents

2.4 

Trade and other receivables

0.5 

Trade and other payables

(0.3)

Net assets

2.7 

Loss on disposal before costs

(2.7) 

Disposal costs incurred

(0.3) 

Loss on disposal

(3.0) 

 

 

WS Atkins - Polska Sp. z o.o.

On 11 September 2014 the sale of the Group's Polish business, WS Atkins - Polska Sp. z o.o., to Multiconsult AS was completed. The business was sold for a net cash consideration of €3.5m (£2.8m).

 

While the assets and liabilities of the Polish business represent a disposal group, the business has not been reported as a discontinued operation at 31 March 2015 as it did not represent a major line of business.

 

The Polish business was reported within the UK and Europe operating segment (note 5) prior to its disposal.

 

Year ended 31 March 2015

 £m

Net consideration received or receivable at date of disposal

Initial cash consideration

2.8 

Disposal consideration

2.8 

Assets and liabilities at date of disposal

Property, plant and equipment

0.1 

Intangible assets

Deferred income tax assets

0.7 

Cash and cash equivalents

4.9 

Trade and other receivables

2.1 

Trade and other payables

(5.5)

Net assets

2.3 

Profit on disposal before costs

0.5 

Disposal costs incurred

(0.6) 

Loss on disposal

(0.1) 

 

UK highways services

On 27 February 2013 contracts were exchanged to dispose of the Group's UK highways services business, which formed part of the UK highways and transportation business, to Skanska Construction UK Limited (Skanska), a wholly owned subsidiary of Skanska AB. The business was sold for a cash consideration of £16.0m (subject to certain completion adjustments), together with a deferred conditional amount of £2.0m.

 

While the profit on disposal of this business was included in the income statement for the year ended 31 March 2014, during the year ended 31 March 2015, a portion of the available deferred consideration was received, totalling £0.5m. This resulted in a £0.5m profit on disposal being recognised in the six months ended 30 September 2014 and the year ended 31 March 2015.

 

7. Business combinations

 

Terramar AS (Terramar)

On 17 November 2014 the Company acquired the entire share capital of Terramar, one of Norway's leading project management consultancies, for an intial cash consideration of NOK135.1m (£12.8m). Terramar has been involved in the planning and implementation of some of Norway's most high profile projects. The company has 65 employees providing project management services across infrastructure, health, urban development and communications.

 

Terramar has unique project management skills and a well-established client base in both the public and private sector in Norway.

 

The acquisition raised our skills in project management and our presence in Norway, bringing the capacity, skills and knowledge to enable us to bid for major projects.

 

The initial accounting for this business combination has been determined provisionally and the Group has therefore accounted for the combination using provisional values. Adjustments to these provisional values will be made within one year of the date of acquisition relating to facts and circumstances that existed at the acquisition date.

 

The goodwill of £9.3m arising from the acquisition is attributable to the extensive complementary skills which enable the combined operation to provide an enhanced offering to clients and create a broader local presence in Norway. The goodwill recognised is not expected to be deductible for income tax purposes.

 

The following table summarises the consideration paid for Terramar and the fair value of assets acquired and liabilities assumed at the acquisition date:

 

Consideration at 17 November 2014

NOKm

£m

Initial cash consideration

135.1

12.8

Total consideration

135.1

12.8

 

Provisional fair value amounts recognised at the acquisition date for each major class of assets and liabilities are as follows:

 

NOKm

£m

Acquired customer relationships (included in Intangible assets)

24.0

2.3

Software licences (included in Intangible assets)

0.1

-

Property, plant and equipment

0.2

-

Net retirement benefit assets

1.0

0.1

Trade and other receivables

36.4

3.4

Cash and cash equivalents

31.6

3.0

Trade and other payables

(46.7)

(4.4)

Income tax liabilities

(3.0)

(0.3)

Deferred income tax liabilities

(6.2)

(0.6)

Total identifiable net assets

37.4

3.5

Goodwill

97.7

9.3

Total consideration

135.1

12.8

 

Acquisition-related costs of £0.1m were charged to administrative expenses in the Consolidated Income Statement for the year ended 31 March 2015.

 

The fair value of trade and other receivables is £3.4m and includes trade receivables of £3.0m. The gross contractual amount for trade receivables due is £3.0m, £nil of which is expected to be uncollectable.

 

There were no contingent liabilities as at the date of acquisition.

 

The revenue and profit before tax included in the Group Consolidated Statement of Comprehensive Income for the year ended 31 March 2015 contributed by Terramar were £6.1m and £0.2m respectively.

 

Had Terramar been consolidated from 1 April 2014, the Group's Consolidated Income Statement for the year ended 31 March 2015 would show revenue of £1,762.3m and profit before tax of £107.6m.

 

Houston Offshore Engineering, LLC (HOE)

On 1 October 2014 the Group acquired the entire share capital of HOE, a leading oil and gas offshore engineering business based in Houston, Texas, USA. HOE employs a team of 150 specialists with vast experience in the design of offshore deep water floating production platforms. The company also brings to the Group a well-established project and client base in the international oil and gas market. HOE's key disciplines include platform structures and systems, naval architecture and marine engineering, power, electrical and instrumentation engineering, piping and topsides engineering. The company works through all stages of the project design and construction lifecycle, from concept through front end engineering design and detailed engineering, project delivery, procurement and construction support, transport and installation.

 

At 31 March 2015, the fair value of acquired assets, liabilities and goodwill for this business combination were determined on a provisional basis, pending finalisation of the post-acquisition review of the fair value of the acquired net assets. Under IFRS 3, Business combinations, adjustments to these provisional values can be made within one year of the date of acquisition relating to facts and circumstances that existed at the acquisition date. The position has now been finalised and has not changed from the position reported at 31 March 2015.

 

The goodwill of £14.7m arising from the acquisition is attributable to the extensive complementary skills which enable the combined operation to provide an enhanced offering to clients and extend the reach to new markets in North America and beyond. The goodwill recognised is expected to be deductible for income tax purposes.

 

The following table summarises the consideration paid for HOE and the fair value of assets acquired and liabilities assumed at the acquisition date:

 

Consideration at 1 October 2014

US$m

£m

Initial cash consideration

57.8

35.6

Completion working capital adjustment

0.6

0.4

Total consideration

58.4

36.0

 

Fair value amounts recognised at the acquisition date for each major class of assets and liabilities are as follows:

US$m

£m

Acquired customer relationships (included in Intangible assets)

16.4

10.1

Trade names and trademarks (included in Intangible assets)

10.0

6.2

Software licences (included in Intangible assets)

0.2

0.1

Property, plant and equipment

3.1

1.9

Trade and other receivables

10.3

6.4

Cash and cash equivalents

1.0

0.6

Trade and other payables

(6.4)

(4.0)

Total identifiable net assets

34.6

21.3

Goodwill

23.8

14.7

Total consideration

58.4

36.0

 

Acquisition-related costs of £0.6m were charged to administrative expenses in the consolidated income Statement for the year ended 31 March 2015.

 

In addition, US$14.6m (£9.0m) cash was paid into escrow and will be paid out to the vendors if they remain employed by the Group for the three years following the acquisition. This amount is being amortised over the retention period as a post-acquisition employment expense. During the year ended 31 March 2015, £1.5m was charged to administrative expenses in the consolidated income statement.

 

During the six months ended 30 September 2015, £1.6m was charged to administrative expenses in the consolidated income statement.

 

The fair value of trade and other receivables is £6.4m and includes trade receivables of £2.9m. The gross contractual amount for trade receivables due is £2.9m, £nil of which is expected to be uncollectable.

 

There were no contingent liabilities as at the date of acquisition.

 

The revenue and profit before tax included in the Group Consolidated Statement of Comprehensive Income since 1 October 2014 to 31 March 2015 contributed by HOE were £10.0m and £0.7m respectively.

 

Had HOE been consolidated from 1 April 2014, the Group's Consolidated Income Statement for the year ended 31 March 2015 would show revenue of £1,767.0m and profit before tax of £106.5m.

 

Nuclear Safety Associates, Inc (NSA)

On 4 September 2014 the Group acquired the entire share capital of Nuclear Safety Associates, Inc (NSA), a 130 people engineering and technical services firm, for a debt-free cash consideration of US$14.0m (approximately £8.5m) with a further US$1m (approximately £0.6m) deferred for two years.

 

In addition, contingent consideration is payable in cash to the former owners of NSA based on revenue and operating profit targets for the first three years from acquisition, followed by operating margin growth levels for the next two years. The Group prepares detailed forecasts on the acquisition of a business and updates these on a quarterly basis as part of its normal operating processes. These forecasts use management's evaluation of the revenue, costs and expected margins, based on past experience. The fair value of the contingent consideration arrangement of £2.5m (US$4.0m) was calculated by estimating probable future cash flows payable and discounting these at a discount rate of 9.3%. This is a Level 3 fair value measurement (as detailed in note 16). The potential undiscounted amount of all future payments that the Group could be required to make under this arrangement is between US$0 and US$10.2m (approximately £6.2m).

 

NSA brings expertise in nuclear safety, design engineering and professional security services and has a well-established project and client base in the US nuclear market.

 

The acquisition enhances the Group's presence in North America, the world's largest nuclear market, and its safety and security skills will strengthen the Group's international nuclear offering.

 

At 30 September 2014 and 31 March 2015, the fair value of acquired assets, liabilities and goodwill for this business combination were determined on a provisional basis, pending finalisation of the post-acquisition review of the fair value of the acquired net assets. Under IFRS 3, Business combinations, adjustments to these provisional values can be made within one year of the date of acquisition relating to facts and circumstances that existed at the acquisition date. The position has now been finalised and has not changed from the position reported at 31 March 2015.

 

The following table summarises the consideration paid for NSA and the fair value of assets acquired and liabilities assumed at the acquisition date:

 

Consideration at 4 September 2014

 

US$m

£m

Initial cash consideration

14.0 

8.5 

Completion working capital adjustment

(0.2)

(0.1)

Fair value of deferred consideration

0.9 

0.5 

Fair value of contingent consideration

4.0 

2.5 

Total consideration

18.7 

11.4 

 

Fair value amounts recognised at the acquisition date for each major class of assets and liabilities are as follows:

 

US$m

£m

Acquired customer relationships (included in Intangible assets)

6.4

3.9

Trade names and trademarks (included in Intangible assets)

0.4

0.2

Trade and other receivables

3.3

2.0

Cash and cash equivalents

0.5

0.3

Trade and other payables

(2.6)

(1.5)

Total identifiable net assets

8.0

4.9

Goodwill

10.7

6.5

Total consideration

18.7

11.4

 

Acquisition-related costs of £0.7m were charged to administrative expenses in the Consolidated Income Statement for the year ended 31 March 2015.

 

The fair value of trade and other receivables is £2.0m and includes trade receivables of £1.5m. The gross contractual amount for trade receivables due is £1.7m, £0.2m of which is expected to be uncollectable.

 

There were no contingent liabilities as at the date of acquisition.

 

The revenue and profit before tax included in the Group Consolidated Statement of Comprehensive Income since 4 September 2014 to 31 March 2015 contributed by NSA were £7.1m and £0.4m respectively.

 

Had NSA been consolidated from 1 April 2014, the Group's Consolidated Income Statement for the year ended 31 March 2015 would show revenue of £1,762.4m and profit before tax of £106.8m.

 

8. Exceptional items

 

Exceptional items are disclosed separately on the face of the consolidated income statement and in the notes to the condensed consolidated interim financial information where it is necessary to do so to provide further understanding of the financial performance of the Group. They are items of income or expense that have been shown separately due to the significance of their nature or amount.

 

 Six months to

 Six months to

 Year to

 30 Sept 2014

 30 Sept 2014

 31 March 2015

 £m

 £m

 £m

Profit on disposal of fixed assets

6.5

-

-

Exceptional external fees in relation to unsuccessful acquisition pursuit

-

(4.4)

(4.4)

6.5

(4.4)

(4.4)

 

The above exceptional items are included within administrative expenses in the consolidated income statement.

 

The sale of part of the Group's Woodcote Grove property in Epsom completed on 30 September 2015 and resulted in a pre and post-tax profit on disposal of £6.5m being recognised at 30 September 2015 (refer to note 13 for further information). There was no tax on the profit on disposal as the taxable gain will be reduced to nil by indexation allowance. 

 

9. Net finance costs

 

 Six months to

 Six months to

 Year to

 30 Sept 2015

 30 Sept 2014

 31 March 2015

 £m

 £m

 £m

Interest payable on borrowings

1.5

1.5 

3.3

Unwinding of discount

0.1

0.2

Net finance costs on net post-employment benefit liabilities

5.2

7.1 

14.3

Other finance costs

0.3

0.5 

1.5

Finance costs

7.1

9.1 

19.3

Interest receivable on short term deposits

(0.5)

(0.7)

(1.1)

Interest income on financial assets at fair value through profit or loss

-

(0.1)

(0.6)

Interest receivable on loan notes

(1.2)

(1.2)

(2.5)

Other finance income

-

(0.1)

(0.6)

Finance income

(1.7)

(2.1)

(4.8)

Net finance costs

5.4

7.0 

14.5

 

10. Income taxes

 

The Group's income tax expense from continuing operations for the six months ended 30 September 2015 is estimated using the effective tax rate on profits of 19.9% (30 September 2014: 20.0%; 31 March 2015: 19.7%). The effective underlying tax rate is 23.0% (30 September 2014: 19.0%; 31 March 2015: 20.1%), calculated using the estimated underlying effective tax rate on annual profits.

 

The effective tax rate on profits for the six months ended 30 September 2015 is different from the Group's underlying effective tax rate due to the tax impact of acquisition intangibles amortisation, exceptional external fees and profits/losses on disposal of assets. The underlying effective tax rate is higher than the UK statutory tax rate of 20% (30 September 2014 lower: 21%; 31 March 2015 lower: 21%) due to, primarily, the geographic mix of profits.

 

11. Dividends

 

Six months

Six months

Year to

to 30 Sept

to 30 Sept

31 March

2015

2014

2015

£m

£m

£m

Final dividend paid for the year ended 31 March 2015 (2014)

24.8

22.7

22.7

Interim dividend paid for the period ended 30 September 2014

-

10.7

Dividends recognised in the period

24.8

22.7

33.4

Interim dividend declared for the period ended 30 September 2015 (2014)

11.4

10.7 

10.7

Final dividend paid for the year ended 31 March 2015

-

24.8

Dividends relating to the period

11.4

10.7 

35.5

 

 

Six months

Six months

Year to

to 30 Sept

to 30 Sept

31 March

2015

2014

2015

pence

pence

pence

Final dividend paid for year ended 31 March 2015 (2014)

25.50

23.25

23.25

Interim dividend paid for period ended 30 September 2014

-

11.00

Dividends recognised in the period

25.50

23.25

34.25

Interim dividend declared for the period ended 30 September 2015 (2014)

11.70

11.00 

11.00

Final dividend paid for the year ended 31 March 2015

-

25.50

Dividends relating to the period

11.70

11.00 

36.50

 

12. Earnings per share (EPS)

 

Basic EPS is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of shares in issue during the period, excluding shares held by the employee benefit trusts (EBTs) which have not unconditionally vested in the employees and shares held in treasury.

 

Diluted EPS is the basic EPS after allowing for the dilutive effect of the conversion into ordinary shares of the number of options and awards outstanding during the period. The options and awards relate to discretionary employee share plans.

 

Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below:

 

Six months to

Six months to

Year to

30 Sept 2015

30 Sept 2014

31 March 2015

number ('000)

number ('000)

number ('000)

Number of shares

Weighted average number of shares used in basic and underlying basic EPS

97,306

97,616

97,573

Effect of dilutive securities - share options

2,766

2,627

2,785

Weighted average number of shares used in diluted and underlying diluted EPS

100,072

100,243

100,358

£m 

£m 

£m

Earnings

Profit for the period attributable to owners of the parent

42.9

31.0 

85.7

Net loss/(profit) on disposal of businesses (net of tax)

3.0

(0.5)

(0.3)

Profit on disposal of fixed assets (net of tax)

(6.5)

-

-

Exceptional external fees (net of tax)

-

3.7 

3.9

Impairment of goodwill (net of tax)

-

2.8 

2.8

Deferred acquisition payments (net of tax)

1.0

-

0.9

Amortisation and impairment of acquired intangibles (net of tax)

2.4

0.8 

4.4

Underlying earnings

42.8

37.8 

97.4

 

pence

pence

pence

Basic earnings per share

44.1

31.8 

87.8

Diluted earnings per share

42.9

30.9 

85.4

Underlying basic earnings per share

44.0

38.7 

99.8

Underlying diluted earnings per share

42.8

37.7 

97.1

 

13. Property, plant and equipment

 

Additions to property, plant and equipment during the six months ended 30 September 2015 amounted to £9.8m (30 September 2014: £8.7m; 31 March 2015: £19.9m). The Group acquired £nil of property, plant and equipment through the acquisition of subsidiary undertakings (30 September 2014: £0.2m; year ended 31 March 2015: £1.9m). The net book value of disposals during the six months ended 30 September 2015 amounted to £1.6m (30 September 2014: £0.1m; 31 March 2015: £0.2m). This includes £1.5m in respect of part of the Group's Woodcote Grove property, which was sold during the period. A profit on sale of the property of £6.5m was included within administrative expenses in the consolidated income statement for the period, but has been disclosed as exceptional income.

 

The net book value of property, plant and equipment at 30 September 2015 amounted to £51.7m (30 September 2014: £47.4m; 31 March 2015: £53.6m).

 

The Group had £3.1m of capital expenditure contracted for but not incurred at 30 September 2015 (30 September 2014: £4.1m; 31 March 2015: £2.7m).

 

The depreciation charge for the period is £8.9m (30 September 2014: £7.8m; 31 March 2015: £16.3m) and is included in administrative expenses in the consolidated income statement.

 

14. Other intangible assets

 

Additions to intangible assets during the six months ended 30 September 2015 amounted to £1.2m (30 September 2014: £3.6m; 31 March 2015: £5.4m). During the six months ended 30 September 2015 the Group acquired £nil of intangible assets through the acquisition of subsidiary undertakings (30 September 2014: £0.6m; year ended 31 March 2015: £22.8m). The net book value of intangible assets at 30 September 2015 amounted to £46.7m (30 September 2014: £35.6m; 31 March 2015: £54.3m). The net book value of disposals during the six months ended 30 September 2015 amounted to £nil (30 September 2014: £nil; 31 March 2015: £0.1m).

 

The amortisation charge for the period is £6.9m (30 September 2014: £3.8m; 31 March 2015: £13.0m) and is included in administrative expenses in the consolidated income statement.

 

15. Goodwill

 

Six months to

Six months to

Year to

30 Sept 2015

30 Sept 2014

31 March 2015

£m

£m

£m

At beginning of period

244.4

204.0 

204.0

Acquisition of subsidiaries

-

9.8 

30.5

Impairment of goodwill

-

(2.8)

(2.8)

Exchange differences

(8.1)

0.4 

12.7

At end of period

236.3

211.4 

244.4

 

Impairment

Goodwill is not amortised but is tested for impairment in accordance with IAS 36, Impairment of assets, at least annually or more frequently if events or changes in circumstances indicate a potential impairment, in accordance with the accounting policy set out in the 2015 annual Financial Statements. The impairment test involves comparing the carrying value of the cash generating unit (CGU) or group of CGUs to which goodwill has been allocated to their recoverable amount. The recoverable amount is based on the higher of fair value less costs to sell and value in use. The value in use calculations require the use of estimates including projected future cash flows and other future events.

 

Details of the growth rate and discount rate assumptions made are disclosed in the Group's annual Financial Statements at 31 March 2015.

 

Cash generating units

Following the reorganisation and rationalisation of our UK operations into four market facing divisions, which took effect on 1 April 2015, the CGUs for the purpose of testing goodwill allocated to the UK and Europe operating segment have changed. Following IAS 36 requirements, this reorganisation required a reallocation of goodwill previously allocated to the CGUs of the former reporting structure. There was no change to the goodwill allocation at the operating segment level.

 

Prior period

Following the downturn in the European aerospace market, the carrying amount of goodwill arising on the acquisition in 2007 of the Dutch consultancy Nedtech Engineering BV was reviewed during the periods ended 30 September 2014 and 31 March 2015 and, as a consequence, reduced to its recoverable amount through the recognition of an impairment loss of £2.8m. This loss has been included in administrative expenses in the consolidated income statement for the periods ended 30 September 2014 and 31 March 2015. The Group's 31 March 2015 annual Financial Statements disclosed the changes in the calculation assumptions that would cause the value is use of the group of CGUs covering the European aerospace market to fall below the carrying value of the goodwill.

 

Sensitivities

Goodwill of £131.8m (31 March 2015: £137.1m) is allocated to the North America operating segment arising on the acquisition of PBSJ. The Group's 31 March 2015 annual Financial Statements disclosed the changes in the calculation assumptions that would cause the value in use of the North America group of cash generating units (CGUs) to fall below the carrying value of the goodwill. There are no triggering events at 30 September 2015.

 

Given the continued downturn in the global oil and gas market, the Group has reviewed the basis of its year end impairment review calculations to assess whether there is a triggering event requiring it to perform a full impairment test on the carrying value of goodwill allocated to its oil and gas business and its associated cash generating unit. The review concluded that no such triggering event had occurred in the period.

 

For all other CGUs or groups of CGUs, there have been no events or changes in circumstances that would require additional review of the carrying value of goodwill before the Group's annual testing for impairment is carried out as at 31 March 2016.

 

The condensed consolidated interim financial information does not include all the information and disclosures required in the annual Financial Statements in respect of the Group's impairment test for goodwill and should be read in conjunction with the Group's annual Financial Statements at 31 March 2015. There have been no changes to the Group's approach to goodwill impairment testing since that date.

 

16. Financial risk management

 

Financial risk factors

The Group's activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. The Group uses derivative financial instruments to hedge certain risk exposures.

 

The condensed consolidated interim financial information does not include all financial risk management information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual Financial Statements as at 31 March 2015. There have been no changes to risk management policies since 31 March 2015.

 

Liquidity risk

Compared to the position at 31 March 2015, there was no material change in the contractual undiscounted cash flows of the Group's non-derivative financial liabilities in the period.

 

Fair value estimation

The following table analyses the Group's financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

 

Level 1 financial instruments

The fair value of financial instruments traded in active markets is based on quoted market prices at the Balance Sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm's length basis. The quoted market price used for financial assets held by the Group is the mid market price.

 

Level 2 financial instruments

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2. The fair value of certificates of deposit is calculated as the present value of the future cash flows, discounted at an appropriate market rate of interest. The fair value of forward foreign exchange contracts is determined using quoted forward exchange rates at the reporting date and yield curves derived from quoted interest rates matching the maturities of the foreign exchange contracts.

 

Level 3 financial instruments

The fair value of financial instruments for an asset or liability that are not based on observable market data (that is, unobservable inputs) are Level 3 financial instruments.

 

Level 3 valuation technique and significant unobservable inputs

The main Level 3 inputs used by the Group in estimating the contingent consideration payment are based on revenue and operating profit targets for the first three years from acquisition, followed by operating margin growth levels for the next two years. The Group prepares detailed forecasts on the acquisition of a business and updates these on a quarterly basis as part of its normal operating processes. These forecasts use management's evaluation of the revenue, costs and expected margins, based on past experience. The fair value of the contingent consideration arrangement of £2.9m was calculated at the acquisition date by estimating probable future cash flows payable and discounting these at a discount rate of 9.3%.

 

Specific valuation techniques used to value financial instruments include:

-

The fair value of derivatives used for hedging are provided by The Royal Bank of Scotland, HSBC, Barclays and Bank of America Merrill Lynch.

-

The fair value of all marketable securities, with the exception of life insurance policies, are provided by the financial institutions holding the Group's funds and investments.

-

The fair value of life insurance policies are provided by the Group's insurance companies.

 

The Group's assets and liabilities that are measured at fair value are set out below.

 

Level 1

Level 2

Level 3

Total

30 September 2015

£m

£m

£m

£m

Assets

Derivatives used for hedging

- foreign exchange contracts

-

1.1

-

1.1

Financial assets at fair value through profit or loss:

Marketable securities

- floating rate notes

5.5

-

-

5.5

- fixed interest securities

20.5

-

-

20.5

- UK treasury bills

4.9

-

-

4.9

- life insurance policies

-

2.5

-

2.5

Total assets

30.9

3.6

-

34.5

Liabilities

Financial liabilities at fair value through profit or loss:

- contingent consideration

-

-

2.9

2.9

Derivatives used for hedging

- foreign exchange contracts

-

1.5

-

1.5

Total liabilities

-

1.5

2.9

4.4

 

 

Level 1

Level 2

Level 3

Total

30 September 2014

£m

£m

£m

£m

Assets

Derivatives used for hedging

- foreign exchange contracts

0.7

0.7

Financial assets at fair value through profit or loss:

Marketable securities

- certificates of deposit

8.4 

8.4 

- floating rate notes

5.5 

5.5 

- fixed interest securities

12.7 

12.7 

- UK treasury bills

2.6 

2.6 

- life insurance policies

2.6 

2.6 

Total assets

20.8 

11.7 

32.5 

Liabilities

Financial liabilities at fair value through profit or loss:

- contingent consideration

2.3 

2.3 

Derivatives used for hedging

- foreign exchange contracts

2.1 

2.1 

Total liabilities

2.1 

2.3 

4.4 

 

 

Level 1

Level 2

Level 3

Total

31 March 2015

£m

£m

£m

£m

Assets

Derivatives used for hedging

- foreign exchange contracts

-

2.5

-

2.5

Financial assets at fair value through profit or loss:

Marketable securities

- floating rate notes

5.5

-

-

5.5

- fixed interest securities

20.9

-

-

20.9

- UK treasury bills

3.9

-

-

3.9

- life insurance policies

-

3.1

-

3.1

Total assets

30.3

5.6

-

35.9

Liabilities

Financial liabilities at fair value through profit or loss:

- contingent consideration

-

-

2.8

2.8

Derivatives used for hedging

- foreign exchange contracts

-

0.8

-

0.8

Total liabilities

-

0.8

2.8

3.6

 

There have been no significant changes in the business or economic circumstances that affect the fair value of the Group's financial assets and financial liabilities.

 

There have been no changes to the classification of the Group's financial instruments carried at fair value between Level 1, Level 2 and Level 3 at 30 September 2015, 30 September 2014 or 31 March 2015.

 

The fair value of the following financial assets and liabilities approximate their carrying amount:

-

Trade and other receivables

-

Cash and cash equivalents

-

Borrowings

-

Trade and other payables.

 

17. Borrowings

 

30 Sept 2015

30 Sept 2014

31 March 2015

£m

£m

£m

Current

Bank loans

58.6

55.7 

61.0

Finance leases

0.1

0.1 

0.1

58.7

55.8 

61.1

Non-current

Private placement debt

48.3

45.9 

50.2

Finance leases

0.1

-

48.4

45.9 

50.2

107.1

101.7

111.3

 

Movements in borrowings are analysed as follows:

 

Six months to

Six months to

Year to

30 Sept 2015

30 Sept 2014

31 March 2015

£m

£m

£m

At beginning of period

111.3

100.8

100.8

Bank facility drawn down

-

-

10.0

Additions to finance leases

0.1

-

-

Repayment of borrowings

-

-

(10.0)

Difference on exchange

(4.3)

0.9

10.5

At end of period

107.1

101.7

111.3

 

The Group has the following undrawn committed borrowing facilities available expiring as follows:

 

30 Sept 2015

30 Sept 2014

31 March 2015

£m

£m

£m

Later than two years and no later than five years

141.2 

143.4 

138.1 

 

All of the Group's undrawn committed borrowing facilities will be subject to floating rates of interest.

 

On 30 January 2015 the Group amended and extended its five year revolving credit facility (RCF). This facility matures in January 2020. This arrangement provides the Group with a committed credit facility of £200m. This facility provides the Group with increased and longer-term financial capacity to support its strategy. The total letters of credit in issue under the committed facility at 30 September 2015 were £0.2m (30 September 2014: £0.9m; 31 March 2015: £0.9m).

 

The facility includes the following lenders: Bank of America Merrill Lynch International Limited, Barclays Bank plc, HSBC Bank plc, National Westminster Bank plc, National Bank of Abu Dhabi, Abbey National Treasury Services plc and United Overseas Bank Limited.

 

The Group's borrowing facilities include a number of undertakings and financial covenants. Compliance with these covenants is monitored. As at 30 September 2015, and since, there have been no breaches.

 

In the financial year ended 31 March 2013, the Group raised $75m through the successful execution of its debut issue in the US private placement market. The proceeds were used to repay drawn funds under the Group's existing banking facilities. The private placement is due for repayment on 31 May 2019 and carries a nominal interest rate of 4.38%.

 

18. Post-employment benefit liabilities

 

30 Sept 2015

30 Sept 2014

31 March 2015

£m

£m

£m

Net retirement benefit liabilities

268.5

293.6

298.4

Other post-employment benefit liabilities

17.7

15.3

18.2

286.2

308.9

316.6

 

a) Net retirement benefit liabilities

 

The Group, through trustees, operates both defined benefit and defined contribution pension schemes. The two main defined benefit schemes are the Atkins Pension Plan (the Plan) and the Railways Pension Scheme, both of which are funded final salary schemes. The assets of both schemes are held in separate trustee-administered funds. Other pension schemes include the Atkins McCarthy Pension Scheme in the Republic of Ireland, which is a final salary funded defined benefit scheme, Terramar AS Pension Plan in Norway, and a range of defined contribution schemes or equivalent.

 

The Plan is closed to the future accrual of benefits; all defined benefit members of the Plan were transferred to a defined contribution section for future service where it was clear they did not benefit from a statutory or contractual right to a final salary pension.

 

The Atkins McCarthy Pension Plan was closed to future accrual of benefits for members who do not benefit from a statutory or contractual right to a final salary pension on 31 March 2009. These members transferred to the Personal Retirement Savings Accounts - Ireland (PRSA - Irish Life) scheme with effect from 1 April 2009.

 

The Terramar AS Pension Plan was closed to new entrants on 1 January 2009. It is a funded pension scheme and is managed by DNB (Norway's largest financial services group). In order to obtain full pension entitlements, the scheme participants are required to complete 30 years of pensionable service prior to them obtaining the right to a life-long retirement pension corresponding to the difference between 66% of the employee's salary at retirement and estimated benefits from the Norwegian National Insurance Scheme. Economic and actuarial assumptions comply with prevailing technical recommendations in Norway.

 

The defined benefit sections of all pension schemes are mostly closed to new entrants, who are offered membership of the defined contribution section.

 

The main assumptions used for the IAS 19 valuation of the retirement benefit liabilities for the Plan and the Railways Pension Scheme are listed in the table below:

 

30 Sept

30 Sept

31 March

2015

2014

2015

Price inflation

RPI

3.10%

3.30%

3.00%

CPI

2.10%

2.30%

2.00%

Rate of increase of pensions in payment

Limited Price Indexation (RPI-based)

2.90%

3.00%

2.80%

Limited Price Indexation (CPI-based)

2.20%

2.30%

2.10%

Limited Price Indexation to 2.5%

2.50%

2.50%

2.50%

Fixed

5.00%

5.00%

5.00%

Rate of increase in salaries

Atkins Pension Plan

4.60%

4.80%

4.50%

Railways Pension Scheme (uncapped)

5.35%

5.55%

5.25%

Railways Pension Scheme (RPI capped)

3.10%

3.30%

3.00%

Railways Pension Scheme (CPI capped)

2.10%

2.30%

2.00%

Rate of increase for deferred pensioners

Atkins Pension Plan

3.10%

3.30%

3.00%

Railways Pension Scheme

2.10%

2.30%

2.00%

Discount rate

3.90%

4.20%

3.50%

Longevity at age 65 for current pensioners

Men

24.2 years

24.1 years

24.2 years

Women

26.1 years

26.3 years

26.1 years

Longevity at age 65 for future pensioners (current age 45)

Men

26.5 years

26.3 years

26.5 years

Women

28.4 years

28.6 years

28.4 years

 

The components of the defined benefit pension cost are as follows:

 

Six months

Six months

Year to

to 30 Sept

to 30 Sept

31 March

2015

2014

2015

£m

£m

 £m

Cost of sales

Current service cost

1.2

0.9 

2.2

Administrative expenses

-

0.2 

0.2

Total charge

1.2

1.1 

2.4

Net interest expense

4.8

6.8 

13.6

Total charge to income statement for defined benefit schemes

6.0

7.9 

16.0

Statement of comprehensive income

(Loss)/gain on pension scheme assets

(97.6)

71.1 

243.2

Changes in assumptions

115.4

(50.6)

(237.2)

Remeasurements gain recognised in other comprehensive income

17.8

20.5 

6.0

Income tax charged to equity

(3.6)

(4.1)

(1.5)

Remeasurements gain (net of income tax)

14.2

16.4 

4.5

 

Net retirement benefit liabilities comprise the following:

 

30 Sept

30 Sept

31 March

2015

2014

2015

£m

£m

£m

Defined benefit obligation

(1,720.5)

(1,624.1)

(1,827.2)

Fair value of plan assets

1,452.0

1,330.5 

1,528.8

Net retirement benefit liabilities

(268.5)

(293.6)

(298.4)

Income tax on net retirement benefit liabilities

53.7

58.7 

60.6

Net post-tax retirement benefit liabilities

(214.8)

(234.9)

(237.8)

 

Under the Plan there are net retirement benefit liabilities of £194.0m (30 September 2014: £230.7m; 31 March 2015: £219.0m).

 

Under the Railways Pension Scheme there are net retirement benefit liabilities of £66.4m (30 September 2014: £58.4m; 31 March 2015: £71.2m).

 

Under other defined benefit schemes there are net retirement benefit liabilities of £8.1m (30 September 2014: £4.5m; 31 March 2015: £8.2m).

 

Movements in the net retirement benefit liabilities are as follows:

 

Six months

Six months

Year to

to 30 Sept

to 30 Sept

31 March

2015

2014

2015

£m

£m

£m

Net retirement benefit liabilities at beginning of period

(298.4)

(324.2)

(324.2)

Businesses acquired

-

-

0.1

Service cost

(1.2)

(0.9)

(2.2)

Administrative expenses

-

(0.2)

(0.2)

Net finance costs

(4.8)

(6.8)

(13.6)

Contributions

18.0

17.8 

35.3

Remeasurements gain recognised in other comprehensive expense

17.8

20.5 

6.0

Difference on exchange

0.1

0.2 

0.4

Net retirement benefit liabilities at end of period

(268.5)

(293.6)

(298.4)

 

The approximate effect on the liabilities from changes in the main assumptions used to value the liabilities are as follows:

 

Effect on plan liabilities

Change in

Atkins Pension

Railways Pension

assumption

Plan

Scheme

Discount rate

increase/decrease 0.5%

decrease/increase 10.0%

decrease/increase 8.5%

Inflation

increase/decrease 0.5%

increase/decrease 5.0%

increase/decrease 8.5%

Real rate of increase in salaries

increase/decrease 0.5%

increase/decrease 2.0%

increase/decrease 1.5%

Longevity

increase 1 year

increase 3.0%

increase 2.0%

 

The effect of the change in inflation on the net liabilities assumes a corresponding change in salary increases and inflation-related pension increases.

 

b) Other post-employment benefit liabilities

The Group operates unfunded schemes within certain of its non-UK businesses including Gratuity schemes, Key Employee Supplemental Option Plans (KESOP) and post-retirement medical benefit schemes.

 

Members of the Gratuity schemes are entitled to receive a cash gratuity on leaving the business which is dependent on their length of employment and final salary. Valuation of the gratuity obligation is carried out in line with the principles of IAS 19, Employee benefits.

 

The Group operates a KESOP providing some key officers and employees in its North American business (the business) with post-retirement benefits, known as the Supplemental Income Program (SIP). The SIP is an unfunded plan that provides participants with retirement income for a specified period of between 5 and 15 years upon retirement, death or disability. The plan fixes a minimum level for retirement benefits to be paid to participants based on the participant's position in the business, their age and length of service at retirement. Additionally, certain executive agreements have been amended to provide post-retirement medical benefits to those employees and their spouses, at a level substantially similar to those medical and hospitalisation benefits paid and provided to senior executives currently employed by the business. The insurance benefits will be provided without any further or additional services from the employee to the business and they will be paid for and provided for as long as the employee and their spouse shall live.

 

Six months

Six months

Year to

to 30 Sept

to 30 Sept

31 March

2015

2014

2015

£m

£m

£m

Other post-employment obligations at beginning of period

18.2

14.8 

14.8

Current service cost and other comprehensive income

1.5

1.9 

3.9

Interest cost

0.4

0.3 

0.7

Net remeasurements gain recognised in the year

-

(0.2)

(0.1)

Benefit payments

(1.7)

(1.7)

(3.2)

Difference on exchange

(0.7)

0.2 

2.1

Other post-employment obligations at end of period

17.7

15.3 

18.2

 

The main assumptions used for the IAS 19 valuation of other post-employment benefits are listed in the table below.

 

Six months

Six months

Year to

to 30 Sept

to 30 Sept

31 March

2015

2014

2015

Gratuity scheme

Discount rate

5.00%

5.00%

5.00%

Salary inflation

3.00%

3.00%

3.00%

Average remaining service period

2 years

2 years

2 years

KESOP scheme

Discount rate

1.10%

1.05%

1.10%

Medical plan

Discount rate

3.55%

4.00%

3.55%

Healthcare cost trend rate for next year

7.50%

7.50%

7.50%

Rate of decline of cost trend rate

5.00%

5.00%

5.00%

Year that rate reaches ultimate trend rate

2023

2022

2023

 

19. Ordinary shares

 

30 Sept

30 Sept

31 March

2015

2014

2015

£m

£m

£m

Issued, allotted and fully paid ordinary shares of 0.5p each

At beginning of period

0.5

0.5

0.5

At end of period

0.5

0.5

0.5

 

The number of issued, allotted and fully paid up shares at 30 September 2015 is 104,451,799 (30 September 2014: 104,451,799; 31 March 2015: 104,451,799).

 

At 30 September 2015 a total of 4,341,000 ordinary shares of 0.5p each were held as treasury shares (30 September 2014: 4,341,000; 31 March 2015: 4,341,000). These shares, which represent approximately 4.2% of the called up share capital of the Company (30 September 2014: 4.2%; 31 March 2015: 4.2%) have not been cancelled and represent a deduction from shareholders' equity.

 

No further shares have been purchased between 30 September 2015 and the date of this condensed consolidated interim financial information.

 

20. Cash generated from operations

 

Six months

Six months

Year to

to 30 Sept

to 30 Sept

31 March

2015

2014

2015

£m

£m

£m

Operating profit for the period

60.0

44.6

118.5

Adjustments for:

Other non-cash (income)/costs

(0.1)

2.2

4.8

Depreciation charges (note 13)

8.9

7.8

16.3

Impairment of goodwill (note 15)

-

2.8

2.8

Amortisation of intangible assets (note 14)

6.9

3.8

13.0

Amortisation of deferred acquisition payments

1.6

-

1.5

Share-based payment charge

5.2

4.6

8.6

Profit on disposal of property, plant and equipment (note 13)

(6.5)

-

-

Loss on disposal of intangible assets

-

-

0.1

Movement in provisions

(0.4)

(0.7)

(0.7)

Movement in non-current payables

-

-

(1.3)

Movement in working capital

(37.4)

(35.6)

2.3

Pension deficit funding

(16.4)

(16.0)

(32.0)

Cash generated from continuing operations

21.8

13.5

133.9

 

21. Contingent liabilities

 

The Group has given indemnities in respect of performance and contractual related bonds, as well as letters of credit issued on its behalf. The amount outstanding at 30 September 2015 includes £0.2m letters of credit issued as a result of the acquisition of PBSJ (September 2014: £0.9m; March 2015: £0.9m).

 

Group companies are from time to time involved in claims and litigation. The Group carries significant Professional Indemnity insurance cover for such claims.

 

22. Related party transactions

 

Details of the directors' shareholdings, share options and remuneration are disclosed in the 31 March 2015 annual Financial Statements. It is not considered meaningful to disclose this information at the half year.

 

Transactions with the retirement benefit schemes are shown in note 18.

 

Details of the Group's principal joint ventures are disclosed in the 31 March 2015 annual Financial Statements. The Group entered into a number of transactions with its joint ventures during the period, including sales of goods and services to joint ventures of £22.6m (30 September 2014: £13.6m; 31 March 2015: £30.7m). As at 30 September 2015 the receivables from joint ventures were £3.3m (30 September 2014: £4.2m; 31 March 2015: £6.4m).

 

As at 30 September 2015 the Group held £19.7m (30 September 2014: £19.8m; 31 March 2015: £19.8m) of interest bearing loan notes in Connect Plus (M25) Intermediate Limited. These loan notes mature in 2039 and have a nominal interest rate of 12% per annum. The Group has a 10% shareholding in Connect Plus (M25) Intermediate Limited and an explanation of the nature of this related party is disclosed in the 31 March 2015 annual Financial Statements.

 

23. Events occurring after the reporting period

 

Dividends

Details of the interim dividend proposed are given in note 11.

 

Sale of Woodcote Grove

On 30 September 2015 the Group completed the sale of part of its Woodcote Grove property. The profit on sale of £6.5 million has been recognised within administrative expenses in the consolidated income statement for the period (further information is disclosed within note 8 and note 13). The cash associated with the transaction was received by the Group on 1 October 2015 and therefore does not form part of the cash balance disclosed in the consolidated balance sheet as at 30 September 2015.

 

24. Seasonality

 

The Group's activities are not subject to significant seasonal variation.

 

 

Independent review report to WS Atkins plc

Report on the condensed consolidated interim financial statements

 

Our conclusion

We have reviewed the condensed consolidated interim financial statements, defined below, in the half-yearly financial report of WS Atkins plc (the Company) for the six months ended 30 September 2015. Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated interim financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

This conclusion is to be read in the context of what we say in the remainder of this report.

 

What we have reviewed

The condensed consolidated interim financial statements, which are prepared by WS Atkins plc, comprise:

 

- the condensed consolidated statement of financial position as at 30 September 2015;

- the condensed consolidated income statement and statement of comprehensive income for the period then ended;

- the condensed consolidated statement of cash flows for the period then ended;

- the condensed consolidated statement of changes in equity for the period then ended; and

- the explanatory notes to the condensed consolidated interim financial statements.

 

As disclosed in note 2, the financial reporting framework that has been applied in the preparation of the full annual financial statements of the group is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

 

The condensed consolidated interim financial statements included in the half-yearly financial report have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

What a review of condensed consolidated financial statements involves

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.

 

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed consolidated interim financial statements.

 

Responsibilities for the condensed consolidated interim financial statements and the review

Our responsibilities and those of the directors

The half-yearly financial report, including the condensed consolidated interim financial statements, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

Our responsibility is to express to the Company a conclusion on the condensed consolidated interim financial statements in the half-yearly financial report based on our review. This report, including the conclusion, has been prepared for and only for the Company for the purpose of complying with the Disclosure and Transparency Rules of the Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

 

PricewaterhouseCoopers LLP

Chartered Accountants

London

12 November 2015

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