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Half Yearly Report

13th Nov 2014 07:00

RNS Number : 8954W
Atkins (WS) PLC
13 November 2014
 



Half year financial report for the six months ended 30 September 2014

 

Good results, despite currency headwinds, and a strong performance in the Middle East and Energy.

 

Design, engineering and project management consultancy WS Atkins plc (Atkins or the Group) today announces its preliminary results for the six months ended 30 September 2014.

 

FINANCIAL SUMMARY

 

Key Performance Indicators

 

Note

Six months to 30 Sept 2014

Six months to

30 Sept 2013

Increase / (Decrease)

 

Income Statement

Revenue

£831.4m

£915.4m

(9.2)%

Operating profit

£44.6m

£49.7m

(10.3)%

Underlying operating profit

1

£53.0m

£50.7m

4.5%

Operating margin

5.4%

5.4%

-

Underlying operating margin

1

6.4%

5.5%

0.9pp

Profit before taxation

£39.0m

£54.8m

(28.8)%

Underlying profit before taxation

2

£46.9m

£44.7m

4.9%

Profit after taxation

£31.2m

£46.9m

(33.5)%

Diluted earnings per share

30.9p

47.1p

(34.4)%

Underlying diluted earnings per share

37.7p

35.9p

5.0%

Dividend

3

11.0p

10.5p

4.8%

People

Staff numbers at 30 September

4

17,898

17,407

2.8%

Average staff numbers

17,569

17,715

(0.8)%

Net funds

5

£155.3m

£136.1m

14.1%

Work in hand

89.1%

87.7%

1.4pp

 

Highlights

 

-

Revenue up 2% excluding effects of currency, acquisitions and disposals

 

-

Underlying profit before tax up 4.9%

 

-

Underlying operating margin of 6.4%, up 90 basis points year on year

 

-

Strong results in the Middle East and Energy

 

-

Mixed UK and improving North American performance

 

-

Strong financial position with net funds of £155.3m

 

-

Interim dividend increased by 4.8% to 11.0p

 

-

Outlook for the full year unchanged.

 

 

Notes

1.

Underlying operating profit excludes amortisation of acquired intangibles. In addition, 2014 excludes exceptional transaction costs and impairment of goodwill.

2.

Underlying profit before taxation additionally excludes net profit on disposal of businesses of £0.5m (2013: £11.1m).

3.

Interim dividend declared for the six months to 30 September.

4.

Staff numbers are shown on a full-time equivalent basis, including agency staff. The comparative for the period to 30 September 2013 also includes 169 UK highways services staff who left the business on 4 October 2013.

5.

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

 

 

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

 

"These are good half year results, despite currency headwinds, which demonstrate continued progress with our strategy. Of particular note is the strong performance of our Middle East region and our Energy business, which has recently completed two acquisitions in North America. The improvement in the Group's underlying operating margin reflects our continued focus on operational excellence, supported by the sale of a number of lower margin, non-core businesses as part of our portfolio optimisation. The Group's financial position remains strong, with our continued focus on cash generation across the business generating net funds at the end of September of around £155m. We have entered the second half with good work in hand, providing us with confidence for our outlook for the full year, which remains unchanged."

 

 

Enquiries

 

Atkins

Uwe Krueger, chief executive officer

+ 44 (0) 20 7121 2000

Heath Drewett, Group finance director

+ 44 (0) 20 7121 2000

Kate Moy, investor relations director

+ 44 (0) 20 7121 2000

Sara Lipscombe, Group communications director

 

+ 44 (0) 20 7121 2000

Smithfield

Alex Simmons

+ 44 (0) 20 7360 4900

 

 

Notes to editors

 

1. Atkins

Atkins (www.atkinsglobal.com) is one of the world's leading design, engineering and project management consultancies*, employing some 17,900 people across the UK, North America, Middle East, Asia Pacific and Europe. Our people's breadth and depth of expertise and drive to ask why has allowed us to plan, design and enable some of the world's most complex and time critical projects.

 

*15th largest global design firm (Engineering News-Record 2014) and the third largest multidisciplinary consultancy in Europe (Svensk Teknik och Design 2013).

 

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 at 8.30am today at The Lincoln Centre, 18 Lincolns Inn Fields, London, WC2A 3ED. Dial-in details are available from Smithfield for those wishing to join the presentation by conference call.

 

A live 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 the Company as a whole and its sole purpose and use is to assist shareholders to exercise their governance rights. The Company 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.

 

 

Half year financial report for the six months ended 30 September 2014

 

 

OVERVIEW

 

Results

 

The Group has delivered good results for the six months to 30 September 2014, reporting underlying operating profit of £53.0m (2013: £50.7m), up 4.5% year on year. This profit improvement was delivered against currency headwinds of £2.7m in the period. Further progress has been made on portfolio optimisation, with the sale of our Polish business in September. In early September we acquired Nuclear Safety Associates, Inc. (NSA), a 130 people engineering and technical services firm based in Charlotte, North Carolina. This was followed shortly after the half year by the acquisition of Houston Offshore Engineering, LLC (HOE), a leading oil and gas offshore engineering business of 150 staff based in Houston, Texas.

 

Revenue for the six months to 30 September 2014 was £831.4m (2013: £915.4m). The year on year reduction in revenue reflects a combination of the sale of our UK highways services business, which contributed £73.7m of revenue in the prior year, together with currency effects of £33.6m.

 

Staff numbers were 17,898 at the end of September 2014, 2.3% higher than at 31 March 2014 and a 2.8% increase on the same time last year.

 

Underlying profit before tax of £46.9m (2013: £44.7m) is arrived at after adding back amortisation of intangible assets on acquisition of £1.2m (2013: £1.0m), impairment of goodwill of £2.8m in our aerospace business (2013: £nil), profit on sale of businesses £0.5m (2013 £11.1m) and exceptional external fees in relation to an unsuccessful acquisition pursuit of £4.4m (2013: £nil).

 

Underlying diluted earnings per share were up 5% to 37.7p (2013: 35.9p).

 

Our UK and Europe performance has been mixed. Revenue from our continuing businesses was down around 5%, with our aerospace business facing a market downturn in the period and our businesses in Scandinavia and Portugal facing more difficult market conditions. The region's profitability was further impacted by a number of outstanding contract variation negotiations in our UK rail business. In contrast, our highways and transportation and design and engineering businesses continue to benefit from the UK Government's maintained focus on infrastructure investment. In North America, we have seen improved margins following our reorganisation into five market facing business units and the introduction of a new technical professional organisation during the period. Our Middle East business has had a strong first half as we have progressed with the mobilisation and design delivery on a number of large metro projects. In Asia Pacific, where we are experiencing a market slowdown in China, revenue growth has been supported by the acquisition of Confluence last year. Our Energy business has performed well in the first half and we were delighted to welcome nearly 300 new staff with our two recent acquisitions in North America.

 

The Group's balance sheet remains strong with net funds at 30 September 2014 of £155.3m (2013: £136.1m). The reduction of £33m in net funds since the year end reflects the Group's acquisition of NSA, together with the usual first half working capital outflow.

 

Strategic progress

 

We continue tomake progress towards our strategy, which comprises the three pillars of operational excellence, portfolio optimisation and sector and regional focus and we are pleased to report that we are making progress in all three areas.

 

Operational excellence: Our operational excellence programme is delivering efficiencies in North America and the next phase will see a reorganisation of our UK business as we enhance our client focus, improve efficiency and drive business performance.

 

Portfolio optimisation: A second aspect of ensuring we are well positioned for the future is an ongoing review of the businesses in our portfolio, continuing to focus the Group on higher growth, higher margin activities. We have continued to make progress in this area in the last six months with the sale of our Polish business, which follows on from the sale of our UK highways services operations and the disposal of the Peter Brown construction management at risk business in the last financial year.

 

Sector and regional focus: We see some attractive growth prospects in a number of our existing sectors,most notably Energy, where we have continued to invest in both organic growth and acquisitions. As we have noted previously, other sectors on which we place a particular focus will evolve over time. Security remains an attractive sector but it is not yet a business of scale. The challenging environment in aerospace has also seen a reduction of the market and this is unlikely to be a target growth sector going forward. We also seek to expand our market facing offering in geographic areas where we already have a presence, for example in Asia Pacific where we are leveraging our offices in Malaysia and Singapore.

 

Outlook for the year

 

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

 

Dividend

 

The Board has declared an interim dividend of 11.00p per share, representing an increase of 4.8% on last year. The interim dividend will be paid on 9 January 2015 to all shareholders on the register on 5 December 2014.

 

 

BUSINESS REVIEW

 

United Kingdom and Europe

 

Key performance indicators

Six months to 30 Sept 2014

Six months to 30 Sept 2013

Increase / (Decrease)

Revenue

£428.3m

£525.4m

(18.5)%

Operating profit

£22.4m

£27.7m

(19.1)%

Operating margin

5.2%

5.3%

(0.1)pp

Work in hand

85%

87%

(2)pp

Staff numbers at 30 September

9,414

9,606

(2.0)%

Average staff numbers

9,335

9,924

(5.9)%

 

Our UK and Europe business has delivered mixed results in the first half. Revenue in the region has decreased 18.5% to £428.3m, reflecting the sale of our highways services business in 2013, a market downturn in aerospace and difficult trading conditions in Scandinavia and Portugal. We disposed of our Polish business in September 2014 as we progressed further our strategy of portfolio optimisation.

 

Closing staff numbers fell by 2% to 9,414, primarily as a result of the sale of our highways services and Polish businesses. Excluding the effect of these disposals, year on year headcount was broadly unchanged.

 

United Kingdom

 

Key performance indicators

Six months to 30 Sept 2014

Six months to 30 Sept 2013

Increase / (Decrease)

Revenue

£398.5m

£488.4m

(18.4)%

Operating profit

£22.7m

£26.2m

(13.4)%

Operating margin

5.7%

5.4%

0.3pp

Work in hand

86%

88%

(2)pp

Staff numbers at 30 September

8,737

8,878

(1.6)%

Average staff numbers

8,610

9,184

(6.3)%

 

Our UK business has seen an 18% reduction in revenue and a 6% reduction in average headcount, primarily as a result of the sale of our highways services business in the prior year. Excluding this, revenue in continuing businesses is down 4%, with continued growth in most areas being offset by lower volumes in our water and environment and aerospace businesses. The region's operating margin is slightly ahead of the prior year.

 

Our highways and transportation business is operating in a buoyant market, where we are well positioned with a strong pipeline of major opportunities. In November the Highways Agency appointed Atkins as one of 10 suppliers for Design and Engineering Services (Lot 1) on its Collaborative Delivery Framework, which has an indicative spend of up to £150m per annum. The framework is for an initial four year term and is extendable by a further two years.

 

Our rail business remains busy, operating at a high level of staff utilisation, reflecting strong markets in the areas of signalling, electrification and station design. Our financial performance, however, continues to be adversely impacted by a number of outstanding contract variation negotiations.

 

Our water and environment business experienced slightly subdued performance at the beginning of the period due to a modest reduction in workload for our water industry clients, as expected in the final year of the AMP5 regulatory cycle, combined with a temporary reduction in environmental work in other sectors. In response, we completed a modest right-sizing of the business during the first quarter. We are now seeing a return to higher levels of utilisation and growth, particularly as the water companies start to ramp up work ahead of the start of the AMP6 cycle.

 

Our design and engineering business serves customers across key segments: education, airports, defence, transportation, energy and mixed use development - with all sectors having strong pipelines of secured workload and future opportunities. In the education sector, the Priority Schools and Academies programmes are gaining momentum and we are well placed to participate in these significant opportunities. Our airports business continues to win and deliver significant programmes of work at both Gatwick and Heathrow.

 

Our defence, aerospace and communications business has experienced a difficult first half. We remain well positioned in defence and communications, however we have experienced a continued market downturn affecting our aerospace business as our major client, Airbus, has moved from design to production on a number of its programmes. In response, we have reduced the number of staff engaged on aerospace projects over the course of the first half, with the majority of the affected staff successfully redeployed into growth areas of the business, including defence and energy. As a consequence of the change in market conditions we have reviewed and impaired the carrying value of goodwill on the balance sheet of our aerospace business by £2.8m (see note 17), which is not reflected in the underlying profit in the tables above.

 

Our management consultancy business provides the UK Government and various industry clients with practical capability to run the full lifecycle of technology enabled change programmes. We continue to deliver security work for central Government, as well as supporting Heathrow Airport's IT outsourcing contract in partnership with Capgemini, leveraging our position in aviation. We have established a strong capability in holistic security and this team is delivering a range of high profile projects, including a number of cyber security assignments for multinational private sector clients.

 

Faithful+Gould had a good first half, with a continued stream of appointments coming through the Scape Asset Management, Surveying and Design Services public sector framework. We are also experiencing increased activity in the London and South East commercial property sector.

 

As we continue to progress our operational excellence programme, we have recently announced a reorganisation and rationalisation of our UK operations into four market facing business units, which will take full effect from the beginning of the next financial year.

 

Europe

 

Key performance indicators

Six months to 30 Sept 2014

Six months to 30 Sept 2013

Increase / (Decrease)

Revenue

£29.8m

£37.0m

(19.5)%

Operating profit

£(0.3)m

£1.5m

(120.0)%

Operating margin

(1.0)%

4.1%

(5.1)pp

Work in hand

77%

78%

(1)pp

Staff numbers at 30 September

677

728

(7.0)%

Average staff numbers

725

740

(2.0)%

 

Revenue of £29.8m has decreased by 20% compared with the prior period, with the region reporting a small operating loss compared with a 4.1% operating margin last year. This deterioration reflects difficult trading conditions in Portugal, combined with an increasingly competitive market in Scandinavia.

 

Our European business is primarily focused on the rail and highways infrastructure markets in Scandinavia, with smaller operations in Ireland and Portugal. We made further progress on our portfolio optimisation strategy, with the sale of our 77 person business in Poland to Multiconsult AS, a Norwegian multidisciplinary consultancy and design business, which completed in September 2014.

 

Notwithstanding the current competitive landscape, our core markets in Scandinavia remain well funded, with a strong pipeline of infrastructure projects.

 

Outlook

 

We see good opportunities in the UK market as the Government continues to stimulate the economy with its commitment to infrastructure spend.

 

We have secured work in hand at 30 September 2014 of 85% (2013: 87%) of this year's forecast revenue. With our continued focus on higher margin work within our chosen markets and the high level of current opportunities, we expect to see a return to underlying headcount growth in the second half of the year.

 

 

North America

 

Key performance indicators

Six months to 30 Sept 2014

Six months to 30 Sept 2013

Increase / (Decrease)

Revenue

£170.5m

£205.4m

(17.0)%

Operating profit

£10.2m

£8.4m

21.4%

Operating margin

6.0%

4.1%

1.9pp

Work in hand

93%

91%

2pp

Staff numbers at 30 September

2,786

2,994

(6.9)%

Average staff numbers

2,823

3,016

(6.4)%

 

Our North American business has reported a 21% increase in operating profit over the same period last year, at an improved margin of 6.0% (2013: 4.1%). This year's results have benefited from the divestment of Peter Brown, the construction management at risk business, which reported revenue of £6.9m and an operating loss of £3.3m in the first half of last year prior to its sale in August 2013. The year on year revenue reduction reflects the sale of Peter Brown together with currency effects of around £15m.

 

Headcount has reduced by 50 since the year end, primarily as a consequence of better staff utilisation following the introduction on 1 April 2014 of the new technical professional organisation (TPO), as part of the roll-out of our operational excellence programme in North America.

 

We have also begun to see improved contract win-rates through the operation of our five newly formed market facing business units, with a more targeted approach to business development and sales.

 

As we continue to focus on providing long-term, high-value general engineering for new and existing clients, our Department of Transportation (DOT) business has continued its positive performance and has extended its work in hand with wins for Oklahoma DOT, providing construction management support, and Texas DOT, where we continue to support the State of Texas in its 'right of way' programme.

 

Despite Federal Government funding delays, we were awarded a number of significant contracts, including a Federal Transit Administration framework contract to provide project management services and a contract to provide architectural and engineering services to the National Guard Bureau. We also signed the Federal Emergency Management Agency Risk MAP contract during the period.

 

Our public and private portfolio has continued to be successful in securing work, with significant awards in the energy, ports and coastal and entertainment sectors.

 

In aviation, we continue to work on several notable general engineering projects and recently secured a significant win to provide architectural and engineering services for the design of a new terminal at New Orleans Airport.

 

Following the conclusion of some pre-existing client programmes, our Faithful+Gould business had a quieter start to the year. Despite this, we continue to perform well in the energy sector, with recent extensions to our Ontario Power Generation and BP commissions. We have also been appointed as programme manager on the Houston Airport Terminal B and C renovations and received further work for the US Tennis Association in Florida.

 

There are ongoing discussions regarding the longstanding and previously reported Department of Justice and Securities and Exchange Commission enquiries relating to potential Foreign Corrupt Practices Act violations by the PBSJ Corporation prior to its acquisition by the Group. We anticipate resolution of this matter before the end of the current financial year.

 

Outlook

 

We have entered the second half with our new operating structure fully embedded and this, together with a continued focus on overheads, is expected to deliver an improvement in our operating margin through the second half of the year. Work in hand at 30 September 2014 is strong, at 93% of this year's forecast revenue (2013: 91%).

 

 

Middle East

 

Key performance indicators

Six months to 30 Sept 2014

Six months to 30 Sept 2013

Increase/ (Decrease)

Revenue

£96.0m

£82.6m

16.2%

Operating profit

£8.9m

£4.2m

111.9%

Operating margin

9.3%

5.1%

4.2pp

Work in hand

97%

90%

7pp

Staff numbers at 30 September

2,428

1,971

23.2%

Average staff numbers

2,288

1,979

15.6%

 

Our Middle East business has performed strongly in the first half of the year, with revenue up 16% at £96.0m (2013: £82.6m) and an improved operating margin of 9.3% (2013: 5.1%). This year on year improvement reflects the strength of our strategic focus on major projects and programmes in rail, infrastructure and property in the UAE, Qatar and the Kingdom of Saudi Arabia (KSA) and prior year reorganisation costs.

 

Headcount at 2,428 (2013: 1,971) was up 23%, reflecting recent metro wins and project mobilisations.

 

Good progress has been made on the mobilisation and delivery of our major metro projects, including Riyadh Metro Lines 4, 5 and 6. In July 2014, we were appointed as lead designer on the Doha Metro Gold Line by a consortium of contractors comprising Greece's Aktor, Yapi Merkezi and STFA of Turkey, India's Larsen & Toubro and the local Qatari contractor Al Jaber Engineering.

 

Our other current rail projects include Dubai Tram in the UAE, and Doha Metro Red Line South and Lusail Light Rail in Qatar. The transport infrastructure market remains buoyant across the region, with further opportunities to work selectively for design and build contractors within our core markets.

 

In Qatar, our workload is good and we continue to work with the Qatari Government on the delivery of its National Vision 2030. Our key projects include the Central Planning Office, which is making an important contribution to the coordination of Qatar's major transport programmes, and a significant framework contract to upgrade Doha's roads and drainage systems.

 

In the infrastructure sector in KSA, our support to the Economic Cities Authority on their development of four new cities is progressing well, in partnership with Bechtel. We also have a broad portfolio of infrastructure projects in Abu Dhabi, with key clients including Abu Dhabi and Al Ain Municipality, the Department of Municipal Affairs, the Urban Planning Council and Musanada.

 

We have a strong property sector workload, with the UAE market in particular continuing to grow in confidence, building further on Dubai's successful bid to host Expo 2020. Our multidisciplinary design expertise is supporting the creation of well planned, people centric developments on behalf of selective clients including Emaar, Meraas and Al Habtoor. In KSA, work on the Prince Sultan Cultural Centre near Jeddah is now at the detailed design stage.

 

Our Faithful+Gould business in the region had a strong first half, with continued growth across the UAE, KSA and Qatar. Augmented by the addition of the Confluence business in October 2013, we have achieved a number of contract successes in the property sector in particular.

 

Outlook

 

We continue to see good major project opportunities in our strategic focus areas. Our order book at 30 September 2014 represented 97% of forecast revenue for the year (2013: 90%), and the overall outlook for our Middle East business remains good.

 

 

Asia Pacific

 

Key performance indicators

Six months to 30 Sept 2014

Six months to 30 Sept 2013

Increase/ (Decrease)

Revenue

£53.4m

£49.2m

8.5%

Operating profit

£3.5m

£3.4m

2.9%

Operating margin

6.6%

6.9%

(0.3)pp

Work in hand

92%

93%

(1) pp

Staff numbers at 30 September

1,566

1,341

16.8%

Average staff numbers

1,542

1,317

17.1%

 

Our Asia Pacific revenue improved to £53.4m (2013: £49.2m), reflecting both the acquisition of Confluence in October 2013 and a good performance in our consultancy business. The region's operating margin reduced to 6.6% (2013: 6.9%), having been impacted by the continued investment in diversification in the region and a slowdown of the market in mainland China.

 

Headcount rose to 1,566 (2013: 1,341), an increase of 17%, primarily as a result of the Confluence acquisition.

 

In Hong Kong, we continue to diversify our client portfolio and our pipeline of work in the second half remains healthy and we are well positioned to deliver steady growth. In mainland China, despite the market slowdown, our planning and architecture business continues to remain client focused and is well prepared for the continued growth cycle. Our overseas advisory and programme management services with Chinese contractors continue to gain momentum. As the urbanisation of countries in South East Asia continues, we are progressing well in expanding our geographic footprint, with a clear focus on urban planning, transport infrastructure and property. In India, we continue to provide urban planning with a focus on programme and project management in the infrastructure, buildings and property sectors.

 

In Hong Kong, following our appointment to project manage the implementation of key elements of the West Kowloon Cultural District earlier this year, the first foundation works for the M+ Museum and Conservation and Storage Facility have recently begun. Our team dedicated to pursuing government projects is also making good progress, winning a major assignment from the Drainage Services Department to upgrade the sewerage facilities in West Kowloon and Tsuen Wan.

 

In China, the Foreign & Commonwealth Office funded Eco Low-Carbon (ELC) Urban Planning Methodology continues to enhance our reputation as a pioneer for sustainable urbanisation and we have been shortlisted for the Sustainability category of the British Business Awards in China in recognition of our achievements in the area.

 

Following the memorandum of understanding for global strategic cooperation with China Communications Construction Company Ltd and its subsidiary China Harbour Engineering Company Ltd. (CHEC), signed earlier this year, our work with CHEC on its Colombo Port City development in Sri Lanka has made good progress.

 

In South East Asia, we recently won a substantial masterplanning project in Jakarta, Indonesia. In Malaysia and Vietnam, we continue to selectively pursue projects in the transport and property sectors. In particular, we are pursuing an increased number of private sector roles by bringing our programme and project management, design, engineering and technical capability together to provide a fully integrated service.

 

We continue to embed the Confluence acquisition within the Faithful+Gould business and as a consequence have strengthened our multidisciplinary offering to clients.

 

Outlook

 

We have secured work in hand at 30 September of 92% (2013: 93%) of our forecast revenue, which gives us confidence as we move into the second half of the year. We continue to monitor carefully the impact of the recent demonstrations in Hong Kong and, while we do not expect any short term impact, we may be affected by a potential hiatus in government contract awards as we move into the new financial year.

 

 

Energy

 

Key performance indicators

Six months to 30 Sept 2014

Six months to 30 Sept 2013

Increase / (Decrease)

Revenue

£81.3m

£83.4m

(2.5)%

Operating profit

£8.1m

£6.4m

26.6%

Operating margin

10.0%

7.7%

2.3pp

Work in hand

80%

78%

2pp

Staff numbers at 30 September

1,616

1,420

13.8%

Average staff numbers

1,499

1,401

7.0%

 

Our Energy business continues to perform well across all sectors. Revenue was down slightly at £81.3m (2013: £83.4m) due to the combined effect of currency headwinds and a higher level of prior year pass through costs. Margins improved to 10.0% (2013: 7.7%), reflecting our focus on reducing overheads and the prior year impact of higher bid and pass through costs.

 

Headcount rose to 1,616 (2013: 1,420), an increase of 13.8%, and includes the acquisition of NSA (130 staff) in September 2014.

 

The acquisition of NSA augments our skills base with 130 specialists in nuclear safety and professional security services, and establishes our nuclear footprint in the North American market. In addition, on 1 October 2014, we completed the acquisition of HOE, a leading oil and gas offshore engineering business of 150 staff based in Houston, Texas.

 

In the UK, we continue to support EDF Energy as a Strategic Supply Chain Partner, helping with the operational management and life extension of its existing nuclear fleet. As reported at the year end, we are part of an equal three way joint venture with Areva and Mace that is preferred bidder on Sellafield's Silos Direct Encapsulation Plant project, the only decommissioning project of its kind in the world.

 

Momentum is also gathering on nuclear new build programmes around the world, as many countries look to develop nuclear power as part of their long-term strategy for energy security and decarbonisation. We are providing project management and technical services to Emirates Nuclear Energy Corporation in the Middle East on the £20bn Barakah nuclear new build programme, through n.triple.a. We also remain as architect engineer on the €15bn International Thermonuclear Experimental Reactor (ITER) programme in the South of France, as part of the Engage consortium.

 

Our position in the nuclear new build market in the UK remains strong, as we continue to provide engineering and related technical services for a new generation of nuclear power stations under a framework with Horizon Nuclear Power. The European Commission's recent approval of funding arrangements for the new nuclear power plant at Hinkley Point C bodes well for our support to EDF Energy's new build programme.

 

We signed recently a memorandum of understanding (MOU) with the China National Nuclear Corporation that will allow us to focus on supporting China's entry into the UK new build market. This MOU represents our first step in building a longer-term relationship with Chinese companies in the energy sector.

 

We are providing design, engineering, infrastructure and project management services to the €540m capital expenditure programme by Urenco, one of the world's four major uranium enrichment suppliers, providing further evidence that our skills are in high demand across the entire nuclear lifecycle.

 

As the oil and gas industry continues to look for ways to access more challenging deepwater oil reserves, there is an increasing requirement for our advanced, multidisciplinary engineering skills. Following the recent acquisition of HOE, we now have around 900 oil and gas specialists providing technical excellence from our regional operations worldwide.

 

Further expanding our expertise and international footprint has helped us to secure long-term framework agreements for both consultancy and design services for major international oil and gas operators such as BP, Shell, Maersk, Chevron, Apache, Nexen and Statoil.

 

The most recent addition to our long-term framework agreements was a five year contract for the provision of structural integrity management services with Talisman, elevating us to a tier one supplier and building on our previous 10 year multidisciplinary working relationship.

 

Our international oil and gas operations include a strong pipeline of work in the Middle East, such as our contracts for Abu Dhabi Marine Operating Company supporting the safe life extension of existing critical infrastructure, supporting ENI's portfolio of assets in Australia, and providing engineering services to the Phase 3 expansion project of Singapore's liquefied natural gas (LNG) terminal.

 

In the UK, our power business continues to maintain a significant portfolio in providing high-end technical support to large-scale power generation and transmission projects with clients such as National Grid, Drax, Eggborough and Energos.

 

We have begun to expand our power business into international markets through our contract to provide engineering design services to Tennessee Valley Authority's coal and gas plants as part of our teaming arrangement with Merrick & Co in North America. 

 

The imperative to decarbonise also increases demand for our skills in the renewables sector. We are helping operators and governments to increase capacity from new forms of low carbon generation such as biomass, energy from waste and offshore wind. We also continue to act as technical advisor to the carbon capture and storage commercialisation programme for the UK Government's Department of Energy & Climate Change.

 

Outlook

 

The outlook for our Energy business remains very good as the integration of capability from our two recent acquisitions brings access to new international markets both in North America and elsewhere. We continue to seek ways to grow the business organically, while also exploring further acquisition opportunities. Work in hand at 30 September 2014 was 80% (2013: 78%) of forecast revenue for the year.

 

 

FINANCE REVIEW

 

Revenue and operating profit performance for the six months to 30 September 2014 is discussed in more detail in the preceding Business Review.

 

Results

 

The Group has delivered good results for the six months to 30 September 2014, reporting underlying operating profit of £53.0m (2013: £50.7m), up 4.5% year on year. Underlying operating profit is arrived at after adding back amortisation of intangible assets on acquisition of £1.2m (2013: £1.0m), impairment of goodwill of £2.8m in our aerospace business (2013: £nil) and exceptional external fees in relation to an unsuccessful acquisition pursuit of £4.4m (2013: £nil).

 

Pensions

 

Pension costs

The cost of the Group's defined benefit pension schemes for the six months to 30 September 2014 amounted to £7.9m (2013: £6.9m), of which net finance costs represented £6.8m (2013: £5.9m).

 

Funding

The Group completed its last triennial valuation as at 31 March 2013 and considers that the contribution rates set at the recent valuation date are sufficient to eliminate the deficit over the agreed period. Under the latest recovery plan the Group agreed to contribute £32m to the Plan for the year ending 31 March 2015, with annual contributions then escalating by 2.5% each year until 31 March 2025.

 

The Atkins Pension Plan (the Plan) is closed to the future accrual of benefit 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 £234.9m (30 September 2013: £263.1m; 31 March 2014: £258.4m). A discount rate of 4.2% has been applied to the net liabilities at 30 September 2014, reduced from 4.5% at the year end.

 

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

 

Income tax

 

The Group's income tax expense for the six months ended 30 September 2014 was £7.8m (2013: £7.9m) giving an effective tax rate of 20.0% (2013: 14.4%). The Group's effective underlying tax rate (excluding amortisation of acquired intangibles, impairment of goodwill, exceptional external fees and profits on disposal of businesses) was 19.0% (2013: 20.1%). The underlying effective tax rate is lower than the standard corporation tax rate in the UK of 21% (2013: 23%), due to a combination of the geographic mix of profits and tax rates, movements in provisions and the impact of research and development tax credits.

 

Earnings per share (EPS)

 

Diluted EPS decreased 34.4% to 30.9p (2013: 47.1p), which is in line with the Group's profit after tax decrease of 33.5%. Underlying diluted EPS rose 5.0% to 37.7p (2013: 35.9p).

 

Basic EPS from continuing operations for the period was 31.8p (2013: 48.4p).

 

Net funds

 

Net funds are analysed as follows:

 

30 Sept 2014

30 Sept 2013

31 March 2014

£m

Cash and cash equivalents

205.0

189.4

237.3

Loan notes receivable

20.2

20.4

20.3

Financial assets at fair value through profit or loss

31.8

32.6

31.5

Borrowings due within one year

(55.7)

(56.8)

(55.2)

Borrowings due after more than one year

(45.9)

(46.7)

(45.5)

Finance leases

(0.1)

(2.8)

(0.1)

Net funds

155.3

136.1

188.3

 

In addition to the above net funds, the Group has £143.4m of undrawn committed borrowing facilities available (see note 18).

 

The Group has a five year revolving credit facility which matures in October 2018. The Group also has $75m private placement debt, due for repayment on 31 May 2019.

 

Cash flow

 

Cash generated from operations was £13.5m (2013: £9.6m) and can be summarised as follows:

 

£m

30 Sept 2014

30 Sept 2013

31 March 2014

Operating Profit

44.6 

49.7 

113.7 

Depreciation/amortisation

11.6 

11.4 

22.2 

Impairment of goodwill

2.8 

-

-

Working capital

(35.6)

(33.5)

(9.6)

Pension

(16.0)

(16.0)

(32.0)

Provisions/other

6.1

(2.0)

1.2 

Cash flows from operating activities

13.5 

9.6 

95.5 

 

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 45 to 47 of the annual financial statements for the year ended 31 March 2014. The key risks and mitigation are summarised below:

 

Risk

Mitigation

Economic outlook

· Continuing and increased government austerity measures

· Reduced levels of spend and clients' ability to pay

Increased diversification and focus on growth areas

· 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

Geo-political

· Political instability

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 events

Group crisis management plan in place

Health, safety and environmental shortcomings

Implementation of worldwide safety standards and mandatory accident and near-miss reporting

Physical and data security mishandling

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

 

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 66 to 73 of the annual financial statements for the year ended 31 March 2014.

 

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 2014.

 

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 2014 of £155.3m. In addition, the Group had access to undrawn committed borrowing facilities of £143.4m at 30 September 2014. On 10 October 2013 the Group entered into a new five year revolving credit facility which matures in October 2018. This arrangement provides the Group with a committed credit facility of £200m and the financial capacity to support its strategy. 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 2014 representing 89% of forecast revenue for the year (2013: 88% - restated for the removal of the UK highways services business disposed of in 2013).

 

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 2014.

 

 

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 2014. A list of current directors can be found at www.atkinsglobal.com.

 

 

By order of the Board

Helen Baker

Acting Company Secretary

 

13 November 2014

 

 

Consolidated income statement for the six months ended 30 September 2014

 

Unaudited

Unaudited

Audited

Six months to

Six months to

Year to

30 Sept 2014

30 Sept 2013

31 March 2014

Note

£m

£m

£m

Revenue

 

6

831.4 

915.4 

1,750.1 

Cost of sales

(499.6)

(578.5)

(1,065.0)

Gross profit

331.8 

336.9

685.1 

Administrative expenses

(287.2)

(287.2)

(571.4)

Operating profit

6

44.6 

49.7 

113.7 

Comprising:

- Underlying operating profit

53.0 

50.7 

116.4 

- Exceptional items

10

(4.4)

- Impairment of goodwill

17

(2.8)

- Amortisation of acquired intangibles

(1.2)

(1.0)

(2.7)

44.6 

49.7 

113.7 

Net profit on disposal of businesses

8

0.5 

11.1 

10.5 

Income from other investments

0.9 

1.2 

Share of post-tax profit from joint ventures

6

0.9 

2.4 

Profit before interest and tax

46.0 

61.7 

127.8 

Finance income

11

2.1 

2.3 

4.2 

Finance costs

11

(9.1)

(9.2)

(17.8)

Net finance costs

11

(7.0)

(6.9)

(13.6)

Profit before tax

39.0 

54.8 

114.2 

Comprising:

- Underlying profit before tax

46.9 

44.7 

106.4 

- Exceptional items

10

(4.4)

- Amortisation of acquired intangibles

(1.2)

(1.0)

(2.7)

- Impairment of goodwill

17

(2.8)

- Net profit on disposal of businesses

8

0.5 

11.1 

10.5 

39.0 

54.8 

114.2 

Income tax expense

12

(7.8)

(7.9)

(17.9)

Profit for the period

31.2 

46.9 

96.3 

Profit/(loss) attributable to:

Owners of the parent

31.0 

47.1 

96.0 

Non-controlling interests

0.2 

(0.2)

0.3 

31.2 

46.9 

96.3 

Earnings per share

Basic earnings per share

14

31.8p

48.4p

98.4p

Diluted earnings per share

14

30.9p

47.1p

95.8p

Underlying diluted earnings per share

14

37.7p

35.9p

85.7p

 

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 2014

 

Unaudited

Unaudited

Audited

Six months to

Six months to

Year to

30 Sept 2014

30 Sept 2013

31 March 2014

Note

£m

£m

£m

Profit for the period

31.2 

46.9 

96.3 

Other comprehensive income/(expense)

Items that will not be reclassified to profit or loss

 

 

Remeasurements of net post-employment benefit liabilities

19

20.5 

(57.9)

(63.5)

Income tax on items that will not be reclassified

19

(4.1)

5.3 

6.4 

Total items that will not be reclassified to profit or loss

19

16.4 

(52.6)

(57.1)

Items that may be reclassified subsequently to profit or loss

Cash flow hedges

1.5 

(5.1)

(2.3)

Net differences on exchange

0.1 

(14.3)

(21.6)

Total items that may be reclassified subsequently to profit or loss

1.6 

(19.4)

(23.9)

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

18.0 

(72.0)

(81.0)

Total comprehensive income/(expense) for the period

49.2 

(25.1)

15.3 

Attributable to:

Owners of the parent

49.0 

(24.9)

15.0 

Non-controlling interests

0.2 

(0.2)

0.3 

Total comprehensive income/(expense) for the period

49.2 

(25.1)

15.3 

 

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

 

 

Consolidated balance sheet as at 30 September 2014

 

Unaudited

Unaudited

Audited

30 Sept 2014

30 Sept 2013

31 March 2014

Note

£m

£m

£m

Assets

Non-current assets

Goodwill

17

211.4 

202.9 

204.0 

Other intangible assets

16

35.6 

36.1 

35.4 

Property, plant and equipment

15

47.4 

46.4 

46.7 

Investments in joint ventures

3.6 

3.5 

4.2 

Deferred income tax assets

78.0 

86.5 

82.7 

Derivative financial instruments

5

0.4 

Other receivables

19.8 

20.0 

19.9 

396.2 

395.4 

392.9 

Current assets

Trade and other receivables

472.8 

452.2 

418.1 

Financial assets at fair value through profit or loss

5

31.8 

32.6 

31.5 

Cash and cash equivalents

205.0 

189.4 

237.3 

Derivative financial instruments

5

0.3 

0.5 

0.4 

709.9 

674.7 

687.3 

Assets of disposal group classified as held for sale

7

2.4 

709.9 

677.1 

687.3 

Liabilities

Current liabilities

Borrowings

18

(55.8)

(56.8)

(55.3)

Trade and other payables

(478.5)

(456.3)

(453.1)

Derivative financial instruments

5

(1.3)

(3.0)

(2.7)

Current income tax liabilities

(31.9)

(35.0)

(31.6)

Provisions for other liabilities and charges

(1.4)

(1.3)

(0.8)

(568.9)

(552.4)

(543.5)

Liabilities of disposal group classified as held for sale

7

(2.7)

(568.9)

(555.1)

(543.5)

Net current assets

141.0 

122.0 

143.8 

Non-current liabilities

Borrowings

18

(45.9)

(46.8)

(45.5)

Provisions for other liabilities and charges

(2.1)

(3.2)

(3.3)

Post-employment benefit liabilities

19

(308.9)

(343.6)

(339.0)

Derivative financial instruments

5

(0.8)

(5.3)

(1.7)

Deferred income tax liabilities

(17.6)

(16.2)

(15.5)

Other non-current liabilities

(4.3)

(1.5)

(1.5)

(379.6)

(416.6)

(406.5)

Net assets

157.6 

100.8 

130.2 

Capital and reserves

Ordinary shares

20

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

85.4 

29.4 

58.2 

Equity attributable to owners of the parent

157.2 

101.2 

130.0 

Non-controlling interests

0.4 

(0.4)

0.2 

Total equity

157.6 

100.8 

130.2 

 

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 2014

 

Unaudited

Unaudited

Audited

Six months to

Six months to

Year to

30 Sept 2014

30 Sept 2013

31 March 2014

Note

£m

£m

£m

Cash flows from operating activities

Cash generated from operations

21

13.5 

9.6 

95.5 

Interest received

2.1 

1.1 

3.6 

Interest paid

(1.8)

(2.5)

(5.6)

Income tax paid

(6.1)

(4.3)

(10.9)

Net cash generated from operating activities

7.7 

3.9 

82.6 

Cash flows from investing activities

Acquisition of subsidiaries, net of cash acquired

9

(7.6)

(6.7)

Loans to joint ventures and other related parties

(0.4)

(0.4)

Distributions received from joint ventures

0.6 

4.4 

5.6 

Purchases of property, plant and equipment

15

(8.7)

(5.5)

(13.5)

Proceeds from disposal of property, plant and equipment

0.1 

0.9 

Proceeds from disposal of businesses

8

3.3 

16.0 

16.0 

Payments associated with disposal of businesses

8

- 

(2.6)

(2.6)

Dividends received from other investments

0.9 

1.2 

Purchases of financial assets

(0.1)

(0.1)

Proceeds from disposal of financial assets

3.3 

4.2 

Purchases of intangible assets

16

(3.6)

(1.4)

(4.3)

Net cash (used in)/generated from investing activities

(15.1)

13.7 

0.4 

Cash flows from financing activities

Finance lease principal payments

(0.6)

(0.6)

Redemption of loan notes receivable

0.1 

0.4 

0.5 

Purchase of own shares by employee benefit trusts

(2.0)

(3.5)

(8.4)

Equity dividends paid to shareholders

13

(22.7)

(21.4)

(31.7)

Net cash used in financing activities

(24.6)

(25.1)

(40.2)

Net (decrease)/increase in cash and cash equivalents

(32.0)

(7.5)

42.8 

Cash and cash equivalents at beginning of period

237.3 

201.5 

201.5 

Exchange movements

(0.3)

(4.6)

(7.0)

Cash and cash equivalents at end of period

205.0 

189.4 

237.3 

 

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

 

 

Consolidated statement of changes in equity as at 30 September 2014

 

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

 

13

(22.7)

(22.7)

Share-based payments

4.6 

4.6 

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

Unaudited

Note

£m

£m

£m

£m

£m

£m

Balance at 1 April 2013

0.5 

62.4 

8.9 

74.7 

(0.2)

146.3 

Profit/(loss) for the period

47.1 

(0.2)

46.9 

Remeasurements of net post-employment benefit liabilities

(57.9)

(57.9)

Income tax on items that will not be reclassified

5.3 

5.3 

Cash flow hedges

(5.1)

(5.1)

Net differences on exchange

(14.3)

(14.3)

Other comprehensive expense for the period

(72.0)

(72.0)

Total comprehensive expense for the period

(24.9)

(0.2)

(25.1)

Dividends to owners of the parent

 

13

(21.4)

(21.4)

Share-based payments

3.4 

3.4 

Tax credit relating to share-based payments

1.1 

1.1 

Employee benefit trusts

(3.5)

(3.5)

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

(20.4)

(20.4)

Balance at 30 September 2013

0.5 

62.4 

8.9 

29.4 

(0.4)

100.8 

 

 

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 2013

0.5 

62.4 

8.9 

74.7 

(0.2)

146.3 

Profit for the year

96.0 

0.3 

96.3 

Remeasurements of net post-employment benefit liabilities

(63.5)

(63.5)

Income tax on items that will not be reclassified

6.4 

6.4 

Cash flow hedges

(2.3)

(2.3)

Net differences on exchange

(21.6)

(21.6)

Other comprehensive expense for the year

(81.0)

(81.0)

Total comprehensive income for the year

15.0 

0.3 

15.3 

Dividends to owners of the parent

 

13

(31.7)

(31.7)

Share-based payments

6.7 

6.7 

Tax credit relating to share-based payments

1.9 

1.9 

Employee benefit trusts

(8.4)

(8.4)

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

(31.5)

(31.5)

Acquisition of non-controlling interest

0.1 

0.1 

Balance at 31 March 2014

0.5 

62.4 

8.9 

58.2 

0.2 

130.2 

 

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 2014 (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 13 November 2014.

 

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 2014 were approved by the Board of directors on 11 June 2014 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 2014 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 2014, which have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.

 

Prior period amounts

During the period the Group adopted and applied IFRS 11, Joint arrangements. The consolidated income statements and the consolidated statements of comprehensive income for the six months ended 30 September 2013 and the year ended 31 March 2014 have not been restated, as the restatement was not material. The consolidated balance sheets as at 30 September 2013 and 31 March 2014 and the consolidated statements of changes in equity balances as at 1 April 2013, 30 September 2013 and 31 March 2014 have also not been restated, as the impact on these were not considered material.

 

In addition, the Group has reviewed its reporting of joint operations and joint ventures, and has amended its definition of revenue for segmental reporting purposes to exclude the Group's share of revenue from joint ventures. As a consequence of the adoption of IFRS 11 and the review of revenue reporting, the segmental results and assets of the operating segments for the six months ended 30 September 2014 have been prepared in accordance with IFRS 11 and this amended definition of revenue. The segmental results and assets for the comparative six month period to 30 September 2013 and for the year ended 31 March 2014 have not been restated, as the changes were not considered material.

 

IFRS 10, Consolidated financial statements. The adoption of IFRS 10 has had no significant effect on the financial statements for earlier periods and on the interim financial statements for the period ended 30 September 2014. See note 3 for further details regarding the impact of the adoption of IFRS 10 on the Group.

 

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 annual financial statements for the year ended 31 March 2014, as described in those annual financial statements, except as described below.

 

The following standards have been adopted by the Group for the first time for the financial year beginning on 1 April 2014:

 

IFRS 10, Consolidated financial statements. Under IFRS 10, subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group has power over an entity, is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect these returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. The adoption of IFRS 10 has had no significant effect on the financial statements for earlier period or on the condensed consolidated interim financial information for the period ended 30 September 2014.

 

IFRS 11, Joint arrangements. Under IFRS 11 investments in joint arrangements are classified as either joint operations or joint ventures, depending on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement. Before 1 April 2014, the Group's interests in jointly controlled entities were accounted for using the equity method. Under IFRS 11, some of the Group's jointly controlled entities have been assessed to be joint operations.

 

The Group has applied the new policy for its interests in joint operations in accordance with the transition provisions of IFRS 11. The Group has recognised its investment in the assets and liabilities relating to the joint operation, by disaggregating them from the carrying amount of the investment used in applying the equity method.

 

In respect of its interests in joint operations, the Group recognises its share of assets, liabilities, revenues and expenses. The Group accounts for the assets, liabilities, revenues and expenses in accordance with the IFRSs applicable to the particular assets, liabilities, revenues and expenses.

 

The Group has an interest in several joint arrangements. Under IAS 31, some of these joint arrangements were assessed as jointly controlled entities and were equity accounted. The Group has reassessed the classification of all its joint arrangements under IFRS 11.

 

Based on the facts and circumstances of each joint arrangement, it was assessed that the Group has rights to the assets and obligations for the liabilities in certain of its joint arrangements and they have therefore now been classified as joint operations.

 

The adoption of IFRS 11 has had no significant effect on the financial statements for earlier periods or on the condensed consolidated interim financial information for the period ended 30 September 2014, and the prior periods have therefore not been restated.

 

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 2014.

 

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 and tax.

 

Taxes on income for the six months ended 30 September 2014 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. 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 2014. There have been no changes to risk management policies since 31 March 2014.

 

Liquidity risk

Compared to the position at 31 March 2014, 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 foreign 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. 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 £2.3m was calculated by estimating probable future cash flows payable and discounting these at a discount rate of 9.3%.

 

Valuation processes

-

The fair value of derivatives used for hedging are provided by The Royal Bank of Scotland, HSBC 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 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

Contingent consideration (note 9)

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

30 September 2013

£m

£m

£m

£m

Assets

Derivatives used for hedging

- foreign exchange contracts

0.5 

0.5 

Financial assets at fair value through profit or loss:

Marketable securities

- certificates of deposit

9.8 

9.8 

- floating rate notes

4.5 

4.5 

- fixed interest securities

10.3 

10.3 

- UK treasury bills

4.3 

4.3 

- life insurance policies

3.7 

3.7 

Total assets

19.1 

14.0 

33.1 

Liabilities

Derivatives used for hedging

- foreign exchange contracts

8.3 

8.3 

Total liabilities

8.3 

8.3 

 

Level 1

Level 2

Level 3

Total

31 March 2014

£m

£m

£m

£m

Assets

Derivatives used for hedging

- foreign exchange contracts

0.4 

0.4 

Financial assets at fair value through profit or loss:

Marketable securities

- certificates of deposit

13.1 

13.1 

- floating rate notes

6.5 

6.5 

- fixed interest securities

4.6 

4.6 

- UK treasury bills

4.7 

4.7 

- life insurance policies

2.6 

2.6 

Total assets

15.8 

16.1 

31.9 

Liabilities

Derivatives used for hedging

- foreign exchange contracts

4.4 

4.4 

Total liabilities

4.4 

4.4 

 

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 2014, 30 September 2013 or 31 March 2014.

 

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.

 

6. 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 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.

 

The Group has interests in several joint arrangements. As detailed in note 3, under IAS 31, some of these joint arrangements were assessed as jointly controlled entities and were equity accounted. The Group has assessed the classification of all its joint arrangements following the adoption of IFRS 11, Joint arrangements. Some of these jointly controlled entities have now been classified as joint operations and the Group has accounted for its share of assets, liabilities, revenues and expenses of these joint operations. In addition, the Group has reviewed its reporting of joint operations and joint ventures, and has amended its definition of revenue for segmental reporting purposes to exclude the Group's share of revenue from joint ventures. As a consequence of the adoption of IFRS 11 and the review of revenue reporting, the segmental results and assets of the operating segments have been prepared to reflect these changes. The segmental results and assets for the comparative six month period to 30 September 2013 and for the year ended 31 March 2014 have not been restated, as the impacts were not considered material.

 

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

Six months to

revenue

trade

Revenue

profit

margin

ventures

assets

30 September 2013

£m

£m

£m

£m

%

£m

£m

UK and Europe

516.4 

9.0 

525.4 

27.7 

5.3 

(0.4)

542.5

North America

203.4 

2.0 

205.4 

8.4 

4.1 

0.1 

300.0

Middle East

87.0 

(4.4)

82.6 

4.2 

5.1 

94.1

Asia Pacific

49.1 

0.1 

49.2 

3.4 

6.9 

48.8

Energy

90.1 

(6.7)

83.4 

6.4 

7.7 

(0.3)

76.1

Total for segments

946.0 

946.0 

50.1 

5.3 

(0.6)

1,061.5

Group items:

Joint ventures reported above

(30.6)

(30.6)

0.6 

Unallocated central items

(1.0)

1.5 

Unallocated central assets

11.0

Total for Group

915.4 

915.4 

49.7 

5.4 

0.9 

1,072.5

 

 

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 2014

£m

£m

£m

£m

%

£m

£m

UK and Europe

976.5 

21.8 

998.3 

62.6 

6.3 

0.2 

544.1 

North America

379.0 

1.9 

380.9 

19.1 

5.0 

0.1 

287.7 

Middle East

177.9 

(9.5)

168.4 

14.4 

8.6 

102.1 

Asia Pacific

100.8 

(0.3)

100.5 

8.0 

8.0 

59.0 

Energy

183.5 

(13.9)

169.6 

15.1 

8.9 

(0.5)

74.4 

Total for segments

1,817.7 

1,817.7 

119.2 

6.6 

(0.2)

1,067.3 

Group items:

Joint ventures reported above

(64.6)

(64.6)

0.2 

Unallocated central items

(3.0)

(3.0)

(5.7)

2.6 

Unallocated central assets

12.9

Total for Group

1,750.1 

1,750.1 

113.7 

6.5 

2.4 

1,080.2

 

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. On 1 October 2014 approximately £45m of centrally held Group cash balances were used to fund the acquisition of Houston Offshore Engineering, LLC (see note 24).

 

Unallocated central items reported in the six months ended 30 September 2014 comprise £1.2m of intangible asset amortisation relating to the acquisition of The PBSJ Corporation (PBSJ) and Confluence Project Management Pte. Ltd (Confluence) (30 September 2013: £1.0m relating to the acquisition of PBSJ), impairment of goodwill for the European aerospace business of £2.8m (see note 17) and £4.4m of external fees in relation to the pursuit of an unsuccessful acquisition. Unallocated central items reported in the year ended 31 March 2014 include a £3.0m provision relating to the previously disposed of Asset Management business and £2.7m of intangible asset amortisation relating to the acquisitions of PBSJ and Confluence.

 

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

 

Six months to

Six months to

Year to

30 Sept 2014

30 Sept 2013

31 March 2014

£m

£m

£m

Operating profit

 

44.6 

49.7 

113.7 

Net profit on disposal of businesses

0.5 

11.1 

10.5 

Income from other investments

0.9 

1.2 

Share of post-tax profit from joint ventures

- 

0.9 

2.4 

Profit before interest and tax

46.0 

61.7 

127.8 

Finance income

2.1 

2.3 

4.2 

Finance costs

(9.1)

(9.2)

(17.8)

Net finance costs

(7.0)

(6.9)

(13.6)

Profit before tax

39.0 

54.8 

114.2 

 

7. Assets held for sale

 

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. As at 30 September 2013, seven of the UK highways services' contracts had been transferred to Skanska. The one remaining contract transferred on 4 October 2013. The remaining assets and liabilities of the UK highways services business not yet transferred to Skanska at 30 September 2013 are presented as held for sale.

 

The profit on disposal recognised in this condensed consolidated interim financial information for the six months ended 30 September 2013 and year ended 31 March 2014 is shown in note 8. While the assets and liabilities of the UK highways services business represent a disposal group, the business has not been reported as a discontinued operation as it does not represent a major line of business.

 

The UK highways services business has been reported in the UK and Europe operating segment (note 6).

 

The major classes of assets and liabilities of this disposal group are as follows:

 

As at

30 Sept 2013

 £m

Assets classified as held for sale:

Property, plant and equipment

1.7 

Inventories

0.7 

Total assets of the disposal group

2.4 

Liabilities directly associated with assets classified as held for sale:

Borrowings

(2.7)

Total liabilities of the disposal group

(2.7)

Total net liabilities of the disposal group

(0.3)

 

8. Net profit on disposal of businesses

 

Six months to

Six months to

Year to

30 Sept 2014

30 Sept 2013

31 March 2014

£m

£m

£m

Profit/(loss) on disposal of businesses

WS Atkins Polska Sp. z.o.o.

- 

UK highways services

0.5 

14.2 

13.0 

UK highways services transaction costs released

- 

0.6 

Transfer of ongoing operations of Peter R. Brown Construction, Inc.

- 

(3.1)

(3.1)

Net profit on disposal

0.5 

11.1

10.5 

 

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. Multiconsult AS is a Norwegian multidisciplinary consultancy and design business. The business was sold for a net cash consideration of €3.5m.

 

While the assets and liabilities of the Polish business represent a disposal group, the business has not been reported as a discontinued operation at 30 September 2014 as it does not represent a major line of business.

 

The Polish business has been reported in the UK and Europe operating segment (note 6).

 

Six months to 30 Sept 2014

 £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 and liabilities

2.3 

Profit on disposal before costs

0.5 

Disposal costs incurred

(0.5)

Profit on disposal

 

UK highways services

As detailed in note 7, 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.

 

As at 30 September 2013, seven of the UK highways services' contracts had been transferred to Skanska. The one remaining contract transferred on 4 October 2013 and has not been included in the profit on disposal calculation at 30 September 2013. The remaining assets and liabilities of the UK highways services business not yet transferred to Skanska at 30 September 2013 are presented as held for sale (note 7). The profit on disposal of these items was included in the income statement for the year ended 31 March 2014.

 

During the six months ended 30 September 2014 a portion of the available deferred consideration was received, totalling £0.5m.

 

The profit on disposal before tax recognised at 30 September 2014, 30 September 2013 and 31 March 2014 is shown below.

 

At 31 March 2013, disposal costs of £3.8m were provided for, comprising transaction costs of £2.4m and restructuring costs of £1.4m. Following the conclusion of this transaction in October 2013, £0.6m of the restructuring costs were not required and were subsequently released at 31 March 2014.

 

Six months to 30 Sept 2014

Six months to 30 Sept 2013

Six months to 31 March 2014

 £m

 £m

 £m

Net consideration received or receivable at date of disposal

Initial cash consideration

16.0 

16.0 

Fair value of deferred consideration

Deferred consideration received

0.5 

Disposal consideration

0.5 

16.0 

16.0 

Assets and liabilities at date of disposal

Property, plant and equipment

2.7 

5.1 

Share of joint venture net assets

0.2 

Inventories

0.5 

1.0 

Borrowings

(2.0)

(4.7)

Net assets

1.2 

1.6 

Profit on disposal before costs

0.5 

14.8 

14.4 

Disposal costs incurred

(0.6)

(1.4)

Profit on disposal

0.5 

14.2 

13.0 

 

Ongoing operations of Peter R. Brown Construction, Inc.

On 30 August 2013 the transfer of the ongoing operations of Peter R. Brown Construction, Inc. (Peter Brown) to Moss & Associates, LLC (Moss) was completed. The business was transferred for a cash consideration payable to Moss of $4.0m (£2.6m). The loss on disposal before tax was $4.8m (£3.1m) and is shown below.

 

The disposal of Peter Brown was not reported as a discontinued operation at 30 September 2013 or 31 March 2014 as it did not represent a major line of business.

 

The Peter Brown business has been reported in the North America operating segment (note 6).

 

Six months to 30 Sept 2013 and year ended 31 March 2014

$m

£m

Net consideration paid or payable at date of disposal

Initial cash consideration

(4.0)

(2.6)

Disposal consideration

(4.0)

(2.6)

Assets and liabilities at date of disposal

Trade and other receivables

0.3 

0.2 

Net assets

0.3 

0.2 

Loss on disposal before costs

(4.3)

(2.8)

Disposal costs incurred

(0.5)

(0.3)

Loss on disposal

(4.8)

(3.1)

 

9. Business combinations

 

Nuclear Safety Associates, Inc (NSA)

On 4 September 2014 the Group acquired the entire share capital of 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.

 

Contingent consideration is also payable subject to certain performance criteria being met over the first five years with a maximum undiscounted amount of US$10.2m (approximately £6.2m). This is a level 3 fair value measurement.

 

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.

 

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 £9.8m 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. The goodwill recognised is expected to be deductible for income tax purposes.

 

Total consideration was made up as follows:

 

Consideration at 4 September 2014:

 

US$m

£m

Initial cash consideration

14.0 

8.5 

Completion working capital adjustment

(0.3)

(0.2)

Fair value of deferred consideration

0.8 

0.5 

Fair value of contingent consideration

3.8 

2.3 

Total consideration

18.3 

11.1 

 

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

 

US$m

£m

Property, plant and equipment

0.4 

0.2 

Intangible assets

1.0 

0.6 

Cash and cash equivalents

0.5 

0.3 

Trade and other receivables

2.7 

1.6 

Trade and other payables

(2.4)

(1.4)

Total identifiable net assets

2.2 

1.3 

Goodwill

16.1 

9.8 

Total consideration

18.3 

11.1 

 

Acquisition-related costs of £0.2m have been charged to administrative expenses in the consolidated income statement for the six months ended 30 September 2014.

 

The fair value of trade and other receivables is £1.6m and includes trade receivables of £1.6m. The gross contractual amount for trade receivables due is £1.7m, £0.1m of which is expected to be uncollectable.

 

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

 

The Group consolidated statement of comprehensive income includes a revenue contribution of £0.9m and a negligible amount of profit before tax from NSA since 4 September 2014.

 

Intangible assets identified to date include £0.6m of acquired customer relationships.

 

Had NSA been consolidated from 1 April 2014, the Group's consolidated statement of comprehensive income would show revenue of £837.0m and profit before tax of £41.9m.

 

Confluence Project Management Pte. Ltd

On 4 October 2013 the Group acquired the entire share capital of Confluence Project Management Pte. Ltd. (Confluence), a Singapore-based project management business, for a debt-free cash consideration of Singapore $17.0m (approximately £8.4m). Confluence is an international consultancy employing around 200 people, offering services in the areas of project and construction management, and has operations in Asia Pacific, the Middle East and India.

 

Confluence's teams in Singapore, Hong Kong, Abu Dhabi and India have integrated with the Group's existing operations in Asia Pacific and the Middle East. The acquisition complements the Group's Faithful+Gould project and cost management consultancy business and, in particular, augments its presence in the commercial, retail and hospitality sectors.

 

At 31 March 2014 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.

 

The goodwill of £5.7m arising from the acquisition was allocated to the Asia Pacific segment. None of the goodwill is expected to be deductible for income tax purposes.

 

The goodwill of £5.7m is attributable to the extensive complementary skills which enable the Group's combined operations to provide an enhanced offering to clients in Asia Pacific and the Middle East, which will augment its presence in the commercial, retail and hospitality sectors in particular.

 

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

 

Consideration at 4 October 2013:

 

SGDm

£m

Cash

17.0 

8.4 

Additional payment for assets

2.1 

1.1 

Total consideration

19.1 

9.5 

 

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

SGDm

£m

Intangible assets

3.0 

1.5 

Property, plant and equipment

0.2 

0.1 

Non-current other receivables

0.5 

0.2 

Trade and other receivables

8.0 

4.0 

Cash

5.7 

2.8 

Trade and other payables

(8.6)

(4.2)

Other post-employment benefit liabilities

(0.9)

(0.4)

Deferred tax liabilities

(0.4)

(0.2)

Total identifiable net assets

7.5 

3.8 

Goodwill

11.6 

5.7 

Total consideration paid

19.1 

9.5 

 

Acquisition-related costs of £0.6m have been charged to administrative expenses in the consolidated income statement for the year ended 31 March 2014.

 

The fair value of trade and other receivables is £4.0m and includes trade receivables with a fair value of £3.2m. The gross contractual amount for trade receivables due is £3.3m, £0.1m of which is expected to be uncollectable.

 

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

 

The revenue included in the Group consolidated statement of comprehensive income for the period from 4 October 2013 to 31 March 2014 contributed by Confluence was £8.7m. Confluence also contributed profit before tax of £0.8m over the same period.

 

Had Confluence been consolidated from 1 April 2013, the consolidated income statement for the year ended 31 March 2014 would show revenue of £1,759.1m and profit before tax of £115.1m.

 

10. 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 2013

 31 March 2014

 £m

 £m

 £m

Exceptional external fees in relation to unsuccessful acquisition pursuit

4.4 

 

The exceptional external fees are included within administrative expenses in the consolidated income statement.

 

11. Net finance costs

 

 Six months to

 Six months to

 Year to

 30 Sept 2014

 30 Sept 2013

 31 March 2014

 £m

 £m

 £m

Interest payable on borrowings

1.5 

1.8 

3.4 

Interest payable on finance lease liabilities

0.1 

Unwinding of discount

0.1 

Net finance costs on net post-employment benefit liabilities

7.1 

6.2 

12.6 

Other finance costs

0.5 

1.1 

1.7 

Finance costs

9.1 

9.2 

17.8 

Interest receivable on short term deposits

(0.7)

(0.6)

(1.0)

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

(0.1)

(0.1)

Interest receivable on loan notes

(1.2)

(1.7)

(3.1)

Other finance income

(0.1)

Finance income

(2.1)

(2.3)

(4.2)

Net finance costs

7.0 

6.9 

13.6 

 

12. Income taxes

 

The Group's income tax expense from continuing operations for the six months ended 30 September 2014 is estimated using the effective tax rate on profits of 20.0% (30 September 2013: 14.4%; 31 March 2014: 15.7%). The effective underlying tax rate is 19.0% (30 September 2013: 20.1%; 31 March 2014: 19.0%), calculated using the estimated underlying effective tax rate on annual profits.

 

The effective tax rate on profits for the six months ended 30 September 2014 is different from the Group's underlying effective tax rate due to the impact of acquired intangibles amortisation, impairment of goodwill, exceptional external fees and profits on disposal of businesses. The underlying effective tax rate is different from the UK standard corporation tax rate of 21% (30 September 2013: 23%; 31 March 2014: 23%) due to a combination of the geographic mix of profits and tax rates, movements in provisions and the impact of research and development tax credits.

 

13. Dividends

 

Six months

Six months

Year to

to 30 Sept

to 30 Sept

31 March

2014

2013

2014

£m

£m

£m

Final dividend paid for the year ended 31 March 2014 (2013)

22.7

21.4

21.4

Interim dividend paid for the period ended 30 September 2013

10.3

Dividends recognised in the period

22.7

21.4

31.7

Interim dividend declared for the period ended 30 September 2014 (2013)

10.7 

10.3

10.3

Final dividend paid for the year ended 31 March 2014

22.7

Dividends relating to the period

10.7 

10.3

33.0

 

 

Six months

Six months

Year to

to 30 Sept

to 30 Sept

31 March

2014

2013

2014

pence

pence

pence

Final dividend paid for year ended 31 March 2014 (2013)

23.25

22.00

22.00

Interim dividend paid for period ended 30 September 2013

10.50

Dividends recognised in the period

23.25

22.00

32.50

Interim dividend declared for the period ended 30 September 2014 (2013)

11.00 

10.50

10.50

Final dividend paid for the year ended 31 March 2014

23.25

Dividends relating to the period

11.00 

10.50

33.75

 

14. 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 outstanding during the period. The options 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 2014

30 Sept 2013

31 March 2014

number ('000)

number ('000)

number ('000)

Number of shares

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

97,616

97,411

97,547

Effect of dilutive securities - share options

2,627

2,676

2,704

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

100,243

100,087

100,251

£m 

£m 

£m 

Earnings

Profit for the period attributable to owners of the parent

31.0 

47.1 

96.0 

Net profit on disposal of businesses (net of tax)

(0.5)

(11.8)

(12.0)

Exceptional external fees (net of tax)

3.7 

Impairment of goodwill (net of tax)

2.8 

Amortisation and impairment of acquired intangibles (net of tax)

0.8 

0.6 

1.9 

Underlying earnings

37.8 

35.9 

85.9 

 

pence

pence

pence

Basic earnings per share

31.8 

48.4 

98.4 

Diluted earnings per share

30.9 

47.1 

95.8 

Underlying basic earnings per share

38.7 

36.9 

88.1 

Underlying diluted earnings per share

37.7 

35.9 

85.7 

 

15. Property, plant and equipment

 

Additions to property, plant and equipment during the six months ended 30 September 2014 amounted to £8.7m (30 September 2013: £5.5m; 31 March 2014: £13.5m). The Group acquired £0.2m of property, plant and equipment through the acquisition of subsidiary undertakings (30 September 2013: £nil; year ended 31 March 2014: £0.1m). The net book value of disposals during the six months ended 30 September 2014 amounted to £0.1m (30 September 2013: £0.4m; 31 March 2014: £0.9m).

 

The net book value of property, plant and equipment at 30 September 2014 amounted to £47.4m (30 September 2013: £46.4m; 31 March 2014: £46.7m).

 

The net book value of property, plant and equipment classified as held for sale at 30 September 2013 amounted to £1.7m and relates to assets that were used by the Group's UK highways services business, which formed part of the UK and Europe operating segment. See note 7 for further details regarding this disposal group.

 

The Group had £4.1m of capital expenditure contracted for but not incurred at 30 September 2014 (30 September 2013: £3.4m; 31 March 2014: £6.0m).

 

The depreciation charge for the period is £7.8m (30 September 2013: £8.1m; 31 March 2014: £14.7m) and is included in administrative expenses in the consolidated income statement.

 

16. Other intangible assets

 

Additions to intangibles during the six months ended 30 September 2014 amounted to £3.6m (30 September 2013: £1.4m; 31 March 2014: £4.3m). During the six month ended 30 September 2014 the Group acquired £0.6m of intangibles through the acquisition of subsidiary undertakings (30 September 2013: £nil; year ended 31 March 2014: £1.5m). The net book value of intangibles at 30 September 2014 amounted to £35.6m (30 September 2013: £36.1m; 31 March 2014: £35.4m). The net book value of disposals during the six months ended 30 September 2014 amounted to £nil (30 September 2013: £nil; 31 March 2014: £0.1m).

 

The amortisation charge for the period is £3.8m (30 September 2013: £3.3m; 31 March 2014: £7.5m) and is included in administrative expenses in the consolidated income statement.

 

17. Goodwill

 

Six months to

Six months to

Year to

30 Sept 2014

30 Sept 2013

31 March 2014

£m

£m

£m

At beginning of period

204.0 

211.4 

211.4 

Acquisition of subsidiaries

9.8 

5.7 

Impairment of goodwill

(2.8)

Exchange differences

0.4 

(8.5)

(13.1)

At end of period

211.4 

202.9 

204.0 

 

Impairment

Goodwill is not amortised but is tested at least annually for impairment or more frequently if events or changes in circumstances indicate a potential impairment, in accordance with the accounting policy set out in the 2014 annual financial statements. The recoverable amounts of cash generating units are determined based on value in use calculations. These calculations require the use of estimates including projected future cash flows and other future events.

 

Details of the assumptions made are disclosed in the Group's annual financial statements at 31 March 2014, including the margin and discount rate sensitivities of the impairment testing of goodwill allocated to the North America operating segment arising on the acquisition of PBSJ.

 

Following the downturn in the European aerospace market, the carrying amount of goodwill arising on the acquisition in 2007 of the Dutch consultancy Atkins BV (formerly Nedtech Engineering BV) was reviewed during the period and, as a consequence has been 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.

 

Sensitivities

Goodwill of £125.3m (31 March 2014: £124.1m) is allocated to the North America operating segment arising on the acquisition of PBSJ. The 31 March 2014 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.

 

The value in use calculations are determined using post tax cash flows discounted at an adjusted post tax discount rate. As a consequence of a significant increase in the forecast effective tax rates for the Group's North America operating segment, the impairment testing for PBSJ has been updated at 30 September 2014. The calculation assumptions used are disclosed in the 31 March 2014 annual financial statements. While no impairment has been identified, the revised sensitivity analysis shows the following headroom:

 

 Six months to

 Year to

 30 Sept 2014

 31 March 2014

Change required to trigger impairment

Change required to trigger impairment

 £m

 £m

Projected profit margin

 

95 basis points reduction

180 basis points reduction

Discount rate

1.6% higher

3.1% higher

 

For the other CGUs, apart from Atkins BV (formerly Nedtech Engineering BV) where an impairment has been booked, there have been no events or changes in circumstances that would require additional review of the carrying value of goodwill before the annual testing for impairment is carried out at 31 March 2015.

 

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 2014. There have been no changes to the Group's approach to goodwill impairment testing since that date.

 

18. Borrowings

 

30 Sept 2014

30 Sept 2013

31 March 2014

£m

£m

£m

Current

Bank loans

55.7 

56.8 

55.2 

Finance leases

0.1 

0.1 

55.8 

56.8 

55.3 

Non-current

Private placement debt

45.9 

46.7 

45.5 

Finance leases

0.1 

45.9 

46.8 

45.5 

 

At 30 September 2013 finance leases of £2.7m relating to the Group's UK highways services business have been classified as liabilities of the disposal group classified as held for sale, see note 7.

 

Movements in borrowings are analysed as follows:

 

Six months to

Six months to

Year to

30 Sept 2014

30 Sept 2013

31 March 2014

£m

£m

£m

At beginning of period

100.8 

109.2 

109.2 

Difference on exchange

0.9 

(5.6)

(8.4)

At end of period

101.7 

103.6 

100.8 

 

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

 

30 Sept 2014

30 Sept 2013

31 March 2014

£m

£m

£m

No later than one year

119.8

Later than one year and no later than two years

Later than two year and no later than five years

143.4 

141.5 

 

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

 

On 10 October 2013 the Group entered into a new five year revolving credit facility (RCF). This facility matures in October 2018. The new arrangement provides the Group with an enlarged committed credit facility of £200m, and replaced the Group's previous £150m RCF and £30m bilateral facility. This larger 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 2014 was £0.9m (30 September 2013: £3.4m; 31 March 2014: £3.3m).

 

The new facility includes four of the Group's existing lenders, Banc of America Securities Limited, Barclays Bank plc, HSBC Bank plc and National Westminster Bank plc, together with three new banks, The 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 2014, and since, there have been no breaches.

 

In May 2012, 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%.

 

19. Post-employment benefit liabilities

 

30 Sept 2014

30 Sept 2013

31 March 2014

£m

£m

£m

Net retirement benefit liabilities

293.6

328.9

324.2

Other post-employment benefit liabilities

15.3

14.7

14.8

308.9

343.6

339.0

 

a) Net retirement benefit liabilities

 

The Group 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, and a range of defined contribution schemes or equivalent.

 

The Plan is closed to the future accrual of benefit; 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 defined benefit sections of all pension schemes are closed to new entrants, who are now offered membership of the defined contribution section.

 

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

 

30 Sept

30 Sept

31 March

2014

2013

2014

Price inflation

RPI

3.30%

3.40%

3.50%

CPI

2.30%

2.40%

2.50%

Rate of increase of pensions in payment

Limited Price Indexation (RPI-based)

3.00%

3.10%

3.20%

Limited Price Indexation (CPI-based)

2.30%

2.40%

2.50%

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

4.80%

4.90%

5.00%

Railways Pension Scheme (uncapped)

5.55%

5.65%

5.75%

Railways Pension Scheme (RPI capped)

3.30%

3.40%

3.50%

Railways Pension Scheme (CPI capped)

2.30%

2.40%

2.50%

Rate of increase for deferred pensioners

Atkins Pension Plan

3.30%

3.40%

3.50%

Railways Pension Scheme

2.30%

2.40%

2.50%

Discount rate

4.20%

4.60%

4.50%

Longevity at age 65 for current pensioners

Men

24.1 years

24.0 years

24.1 years

Women

26.3 years

25.9 years

26.3 years

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

Men

26.3 years

26.2 years

26.3 years

Women

28.6 years

28.2 years

28.6 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

2014

2013

2014

£m

£m

 £m

Cost of sales

Current service cost

0.9 

1.0 

2.1 

Administrative expenses

0.2 

0.2 

Total charge

1.1 

1.0 

2.3 

Net interest expense

6.8 

5.9 

12.0 

Total charge to income statement for defined benefit schemes

7.9 

6.9 

14.3 

Statement of comprehensive income

Gain/(loss) on pension scheme assets

71.1 

(58.1)

(20.1)

Changes in assumptions

(50.6)

0.2 

(43.4)

Remeasurements gain/(loss) recognised in other comprehensive income/(expense)

20.5 

(57.9)

(63.5)

Deferred tax (charged)/credited to equity

(4.1)

5.3 

6.4 

Remeasurements gain/(loss) (net of deferred tax)

16.4 

(52.6)

(57.1)

 

Net retirement benefit liabilities comprise the following:

 

30 Sept

30 Sept

31 March

2014

2013

2014

£m

£m

£m

Defined benefit obligation

(1,624.1)

(1,506.3)

(1,560.5)

Fair value of plan assets

1,330.5 

1,177.4 

1,236.3 

Net retirement benefit liabilities

(293.6)

(328.9)

(324.2)

Deferred tax on net retirement benefit liabilities

58.7 

65.8 

65.8 

Net post-tax retirement benefit liabilities

(234.9)

(263.1)

(258.4)

 

Under the Atkins Pension Plan there are net retirement benefit liabilities of £230.7m (30 September 2013: £266.8m; 31 March 2014: £258.6m).

 

Under the Railways Pension Scheme there are net retirement benefit liabilities of £58.4m (30 September 2013: £57.6m; 31 March 2014: £60.7m).

 

Under other defined benefit schemes there are net retirement benefit liabilities of £4.5m (30 September 2013: £4.5m; 31 March 2014: £4.9m).

 

Movements in the net retirement benefit liabilities are as follows:

 

Six months

Six months

Year to

to 30 Sept

to 30 Sept

31 March

2014

2013

2014

£m

£m

£m

Net retirement benefit liabilities at beginning of period

(324.2)

(282.0)

(282.0)

Service cost

(0.9)

(1.0)

(2.1)

Administrative expenses

(0.2)

(0.2)

Net finance costs

(6.8)

(5.9)

(12.0)

Contributions

17.8 

17.9 

35.5 

Remeasurements gain/(loss) recognised in other comprehensive expense

20.5 

(57.9)

(63.5)

Difference on exchange

0.2 

0.1 

Net retirement benefit liabilities at end of period

(293.6)

(328.9)

(324.2)

 

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 8.0%

Inflation

increase/decrease 0.5%

increase/decrease 5.0%

increase/decrease 8.0%

Real rate of increase in salaries

increase/decrease 0.5%

increase/decrease 2.0%

increase/decrease 1.0%

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.

 

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 hospital 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

2014

2013

2014

£m

£m

£m

Other post-employment obligations at beginning of period

14.8 

13.6 

13.6 

Acquisition of subsidiary undertaking (note 9)

0.4 

Current service cost and other comprehensive income

1.9 

3.7 

3.8 

Past service cost and other comprehensive income

1.5 

Interest cost

0.3 

0.3 

0.6 

Net remeasurements (gain)/loss recognised in the year

(0.2)

0.1 

Benefit payments

(1.7)

(2.1) 

(3.8)

Difference on exchange

0.2 

(0.8) 

(1.4)

Other post-employment obligations at end of period

15.3 

14.7 

14.8 

 

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

2014

2013

2014

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

1.05%

1.05%

1.05%

Medical plan

Discount rate

4.00%

3.75%

4.00%

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

2022

2021

2022

 

20. Ordinary shares

 

30 Sept

30 Sept

31 March

2014

2013

2014

£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 2014 is 104,451,799 (30 September 2013: 104,451,799; 31 March 2014: 104,451,799).

 

At the AGM held on 30 July 2014 shareholder authority for the Company to purchase up to a maximum of 10,011,000 of its own shares (representing approximately 10% of the issued share capital of the Company on 12 June 2014) was renewed. During the six months to 30 September 2014, no shares were purchased (30 September 2013: none; 31 March 2014: none).

 

At 30 September 2014 a total of 4,341,000 ordinary shares of 0.5p each (nominal value £21,705) were held as treasury shares (30 September 2013: 4,341,000; 31 March 2014: 4,341,000). These shares, which represent approximately 4.2% of the called up share capital of the Company (30 September 2013: 4.2%; 31 March 2014: 4.2%) have not been cancelled and represent a deduction from shareholders' equity.

 

No shares have been purchased between 30 September 2014 and the date of this condensed consolidated interim financial information.

 

21. Cash generated from operations

 

Six months

Six months

Year to

to 30 Sept

to 30 Sept

31 March

2014

2013

2014

£m

£m

£m

Profit for the period

31.2 

46.9 

96.3 

Adjustments for:

Income tax

7.8 

7.9 

17.9 

Finance income (note 11)

(2.1)

(2.3)

(4.2)

Finance costs (note 11)

9.1 

9.2 

17.8 

Income from other investments

(0.9)

(1.2)

Share of post-tax profit from joint ventures

(0.9)

(2.4)

Other non-cash costs/(income)

2.2 

(5.1)

(3.5)

Depreciation charges (note 15)

7.8 

8.1 

14.7 

Amortisation of intangible assets (note 16)

3.8 

3.3 

7.5 

Impairment of goodwill (note 17)

2.8 

Net profit on disposal of businesses (note 8)

(0.5)

(11.1)

(10.5)

Release of deferred income

Share-based payment charge

4.6 

3.4 

6.7 

Loss on disposal of property, plant and equipment

0.3 

0.4 

Loss on disposal of intangible assets

0.1 

Movement in provisions

(0.7)

(1.4)

(1.8)

Pension deficit funding

(16.0)

(16.0)

(32.0)

Movement in non-current payables

0.8 

(0.7)

Movement in working capital

(35.6)

(33.5)

(9.6)

Cash generated from continuing operations

13.5 

9.6 

95.5 

 

22. 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 2014 includes £0.9m letters of credit issued as a result of the acquisition of PBSJ.

 

During the year ended 31 March 2011, the Group acquired PBSJ. Prior to the acquisition, the Audit Committee of the Board of directors of PBSJ undertook an internal investigation to determine whether any laws, including the Foreign Corrupt Practices Act (FCPA), had been violated in connection with certain projects undertaken by PBS&J International, Inc. (one of PBSJ's subsidiary undertakings). The investigation suggested that FCPA violations may have occurred but did not extend beyond the international operation and that none of PBSJ's executive management were involved in criminal conduct. PBSJ voluntarily disclosed this matter to the Department of Justice and to the Securities and Exchange Commission and is cooperating fully with their review. The FCPA provides for penalties, criminal and civil sanctions and other remedies. There are ongoing discussions with the Department of Justice and the Securities and Exchange Commission regarding these longstanding enquiries. We anticipate resolution of this matter before the end of the current financial year.

 

Group companies are from time to time involved in claims and litigation. The Group carries appropriate professional indemnity insurance cover for such claims.

 

23. Related party transactions

 

Details of the directors' shareholdings, share options and remuneration are disclosed in the 31 March 2014 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 19.

 

Details of the Group's principal joint ventures are disclosed in the 31 March 2014 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 £13.6m (30 September 2013: £22.7m; 31 March 2014: £61.9m). As at 30 September 2014 the receivables from joint ventures were £4.2m (30 September 2013: £7.8m; 31 March 2014: £7.7m).

 

As at 30 September 2014 the Group held £19.8m (30 September 2013: £20.0m; 31 March 2014: £19.9m) 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 2014 annual financial statements.

 

24. Events occurring after the reporting period

 

Houston Offshore Engineering, LLC

On 1 October 2014 the Group acquired the entire share capital of Houston Offshore Engineering, LLC (HOE), a leading oil and gas offshore engineering business based in Houston, Texas, USA for a debt-free cash consideration of c.US$73m (approximately £45m). 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.

 

HOE's team in Houston will integrate with the Group's existing energy operations in the USA.

 

As HOE was acquired on 1 October 2014, no revenue or profit or loss relating to the business has been included in the consolidated income statement or the consolidated statement of comprehensive income for the six months ended 30 September 2014.

 

The information given above has been provided as this acquisition occurred after the reporting period but before this condensed consolidated interim financial information was authorised for issue. At the time that this condensed consolidated interim financial information was authorised for issue the initial accounting for this business combination was incomplete. As a result, disclosure around the opening balance sheet, goodwill, fair value adjustments and pre-acquisition income statement will be made in the 31 March 2015 financial statements.

 

Dividends

Details of the interim dividend proposed are given in note 13.

 

26. 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-year financial report of WS Atkins plc for the six months ended 30 September 2014. 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 interim consolidated balance sheet as at 30 September 2014;

-

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

-

the interim consolidated statement of cash flows for the period then ended;

-

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

-

the explanatory notes to the interim consolidated 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-year 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-year 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-year 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-year 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

13 November 2014

London

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