5th Aug 2014 07:00
BBA Aviation plc
2014 Interim Financial Report
Results for the half year ended
30 June 2014
For further information please contact:
Mike Powell, Group Finance Director (020) 7514 3999
Jemma Spalton, Head of Communications & Investor Relations
BBA AVIATION PLC
David Allchurch / Christian Cowley (020) 7353 4200
TULCHAN COMMUNICATIONS
A video interview with management is now available on www.bbaaviation.com and www.cantos.com
A live audio webcast of the analyst presentation will be available from 09:00 today on www.bbaaviation.com and www.cantos.com
INTERIM FINANCIAL REPORT FOR PERIOD ENDED 30 JUNE 2014
Results in brief ($m) | ||||||
Underlying results1
| Statutory results | |||||
2014 | 2013 | % Change | 2014 | 2013 | % Change | |
Revenue | 1,148.1 | 1,114.4 | 3% | 1,148.1 | 1,114.4 | 3% |
Underlying EBITDA² | 126.5 | 125.1 | 1% | 143.7 | 114.5 | 26% |
Operating profit | 93.1 | 94.0 | (1)% | 78.1 | 78.8 | (1)% |
Profit before tax | 79.2 | 78.4 | 1% | 92.0 | 63.2
| 46% |
Basic earnings per share | 14.0¢ | 13.9¢ | 1% | 18.7¢ | 11.4¢ | 64% |
Return on invested capital3 | 9.8% | 10.0%4 | (20)bps | |||
Free cash flow5 | (33.7) | 42.9 | (179)% | (33.7) | 42.9 | (179)% |
Net debt (2013: year-end) | 564.3 | 478.5 | 17.9% | 564.3 | 478.5 | 17.9% |
Dividend per share | - | - | - | 4.62 ¢ | 4.40¢ | 5% |
(1) Before exceptional items (as defined in the financial statements)
(2) Underlying EBITDA is calculated as underlying operating profit before depreciation and amortisation charged through underlying operating profit
(3) Underlying operating profit return on average invested capital including goodwill and intangibles amortised or written off to reserves
(4) Return on invested capital for full year 2013
(5) Cash generated by operations, plus dividends from associates, less tax, net interest and net capital expenditure
These definitions as outlined above are consistently applied throughout this results announcement
Key Highlights
Major market continues to recover
· US business & general aviation movements up 4%
· European business & general aviation movements down 1%
· Commercial aircraft movements down 2% in North America and 1% in Europe
Businesses delivering
· Market outperformance and positive progress in Flight Support offsetting weaker Aftermarket volumes
· Flight Support (65% of Group EBIT): organic revenue up 8%, underlying operating profit up 14% - strong delivery in Signature and underlying operational progress in ASIG, despite ongoing challenges
· Aftermarket Services (35% of Group EBIT): after adjusting for APPH revenue down 4% and operating profit down 11% - weaker but now improving Engine Repair & Overhaul markets partly offset by stronger than anticipated Legacy performance
· Cash generation supporting on-going investment in key growth projects with short-term impact on return on invested capital
Further strategic progress
· Significant Flight Support network expansion: including the acquisition in August of the Scottsdale AirCenter FBO for$55.8 million
· Further Aftermarket Services portfolio growth: additional major ERO rotorcraft authorisations awarded and Legacy Support licences signed
· Over $150 million of growth investment committed year to date with strong pipeline
· Successful integration of acquisitions and progress on development projects
Simon Pryce, BBA Aviation Chief Executive Officer, commented:
"BBA Aviation delivered as anticipated in the first half of 2014. Flight Support benefited from the continued recovery in US business and general aviation flying and from the success of a number of commercial initiatives. The recovery in flying hours has yet to impact engine repair activity where inputs were lower than anticipated. Margin performance was satisfactory, although in Flight Support was constrained by some cost increases mainly due to growth and investment, which take time to pass on to customers and these will continue to be a minor headwind into the second half.
We are making progress on our major growth projects and the Engine Repair & Overhaul footprint reduction is on track. We continue to invest in network expansion, new authorisations and licences and to integrate them effectively, with the particularly significant addition of the Scottsdale FBO to Signature's portfolio and a strong pipeline of further investment opportunities.
As we enter the second half, we continue to see recovery in our major US business and general aviation market. We also saw a strengthening of the Aftermarket order book at the end of the first half. This, together with second half contributions from acquisitions and our Engine Repair & Overhaul footprint optimisation programme, means that we are confident that BBA Aviation remains well positioned for another year of progress."
BBA Aviation plc - Interim Financial Report, 5 August 2014
INTERIM FINANCIAL REPORT 2014
Overview
BBA Aviation had a good first half in 2014, with market outperformance and further progress in Flight Support offsetting softer volumes in Aftermarket Services. The Group continues to make good strategic progress with significant network expansion in Flight Support and new authorisations and licenses in Aftermarket Services.
Group revenue increased by 3% to $1,148.1 million (2013: $1,114.4 million). The disposal of APPH reduced revenue by $37.3 million, and lower fuel prices reduced reported revenue by a further $3.5 million. These were offset by a $31.4 million revenue contribution from acquisitions and a $16.1 million increase from foreign exchange movements. On an organic basis Group revenue increased by 2% (excluding the impact of foreign exchange, fuel prices, acquisitions and disposals).
Underlying operating profit was $93.1 million (2013: $94.0 million) including a $4.8 million contribution from acquisitions, which was partially offset by the $3.1 million impact of the APPH disposal. On an organic basis operating profit was $91.4 million, $2.6 million lower year on year with positive progress in Flight Support partly offsetting weaker Aftermarket Services volumes.
Group underlying operating margin reduced to 8.1% on a fuel price adjusted basis (2013 constant fuel price: 8.5%). Margin development in Flight Support was partly constrained by $7 million of expansion driven cost increases, although these costs will be passed on to customers over time. Aftermarket margins were well managed despite the volume decline.
Net interest expense declined by $1.7 million to $13.9 million (2013: $15.6 million) mainly due to a reduction in the blended average interest rate as a result of new interest rate swaps coming into effect during the period at lower rates. Interest cover increased to 9.1x (2013: 8.0x), and underlying profit before tax increased by 1.0% to $79.2 million (2013: $78.4 million).
The underlying tax rate increased to 16.5% (2013: 15.2%) reflecting the increased proportion of the Group's pre-tax profits arising in high marginal tax jurisdictions. With the increase in underlying profit before tax, and the reduced average number of shares due to the on-going buy-back programme, adjusted earnings per share were up 1% to 14.0¢ (2013: 13.9¢).
Statutory profit before tax increased by 46% to $92.0 million (2013: $63.2 million) including a net exceptional gain of $12.8 million (2013: loss of $15.2 million).
The profit on disposal of APPH of $27.8 million was partly offset by $2.5 million of M&A related costs(2013: $5.3 million) and $8.1 million of restructuring expenses primarily related to the previously announced Engine Repair & Overhaul footprint rationalisation (2013: $4.9 million). Non-cash amortisation of acquired intangibles totalled $4.4 million (2013: $4.6 million). Unadjusted earnings per share increased by 64% to 18.7¢ (2013: 11.4¢).
The Group's continued ability to generate strong cash flows supported the capital expenditure associated with key expansion projects at Luton, San Jose and other FBO development projects and Engine Repair & Overhaul's Pratt & Whitney rotorcraft authorisations.
On a reported basis free cash flow reduced by $76.6 million to a $33.7 million outflow (2013: inflow of $42.9 million) due to the anticipated reversal of the working capital outperformance at the end of 2013, increased working capital in Engine Repair & Overhaul associated with strong inputs at the end of the first half, a$17 million tax payment associated with the $42 million agreed settlement with HMRC and expansion related capital expenditure. Gross capital expenditure amounted to $65.7 million (2013: $36.8 million) with principal items including the investment in Signature's FBO development projects and Engine Repair & Overhaul's investment associated with the recent Pratt & Whitney authorisations. As previously indicated, total capital expenditure for the year is expected to be around 2.0x depreciation and amortisation, supporting significant future non-market related growth in both divisions.
Other cash flow items include the $52.5 million dividend payment, $48.8 million related to share repurchases and the net APPH disposal proceeds of $122.7 million. Total spend on acquisitions and licences completed during the period amounted to $65.1 million (2013: $5.3 million). At the end of the period net debt increased to $564.3 million (2013 year end: $478.5 million) with a net movement of $85.8 million. Net debt to EBITDA was 2.1x (2013 year-end: 1.8x; H1 2013: 1.7x).
Return on invested capital reduced by 20 basis points to 9.8% (2013 full year: 10.0%), reflecting the investments made during the year which are expected to generate superior returns over the longer term.
Business Review
Flight Support
Our Flight Support division provides specialist on-airport services including refuelling and ground handling to the business & general aviation (B&GA) market through Signature Flight Support and to the commercial aviation market through ASIG.
$m | 2014 | 2013 | Change |
Revenue | 775.5 | 689.8 | 12% |
Organic revenue growth | 8% | - | - |
Underlying operating profit | 66.6 | 58.6 | 14% |
Operating margins† | 8.6% | 8.5% | 10bps |
Operating cash flow | 21.4 | 61.4 | (65)% |
Divisional ROIC | 10.0% | 9.7% | 30bps |
† Operating margins at constant fuel prices
Revenue in Flight Support increased by 12% to $775.5 million (2013: $689.8 million). Acquisitions contributed $29.7 million of increased revenue, despite the delayed completion of the FBO acquisitions at Westchester County Airport and Detroit. The net impact of lower fuel prices and foreign exchange movements was a positive $4.2 million. Revenue increased by 8% on an organic basis.
Underlying operating profit in Flight Support increased by 14% to $66.6 million (2013: $58.6 million) despite cost increases mainly associated with recent lease extensions, major investment projects which are not yet generating revenue and ASIG's start-up costs at London Heathrow Terminal 2. Operating margins were marginally improved at 8.6% (2013: 8.5%) after adjusting for fuel prices.
Operating cash flow for the division was $21.4 million reflecting the $10.8 million investment in the large FBO development projects and ASIG's investment in their new operations at London Heathrow's Terminal 2. Return on invested capital was slightly up at 10.0% (2013: 9.7%)
Signature Flight Support (Signature) delivered a strong first half performance with revenue up by 13% to $548.5 million (2013: $484.7 million). Adjusting for lower fuel prices, organic revenue increased by 9%, representing a material outperformance relative to its markets with US B&GA movements up 4% and European B&GA movements down by 1% during the period.
Signature's overall performance during the period was impacted by increased lease costs associated with its recent lease renewals, which will be gradually phased into customer pricing, and major investment projects which are not yet generating revenue. These major investment projects include ongoing construction projects at Luton where the new hangar became operational during the first half, and at Mineta San Jose International Airport where construction work is underway with completion anticipated by the end of the year and the FBO opening in early 2015.
Signature continued its network expansion having completed or signed agreements to add seven new FBOs to its market leading network and four Signature SelectTM locations this year. There are now a total of 121 FBOs in the network globally, with 74 of these in North America.
In addition to the previously announced acquisitions of FBOs at Westchester County Airport, Detroit and Biggin Hill it is announced today that Signature has acquired the Scottsdale AirCenter FBO at Scottsdale Airport in Arizona, for a cash consideration of $55.8 million on a cash and debt free basis. Scottsdale Airport in Arizona serves the Greater Phoenix Metro Area and is the 16th largest business aviation airport in the US. It is a dedicated general aviation airport and the Scottsdale AirCenter is one of only two FBOs on this land constrained field, with a long-term lease extending to 2041.The acquisition is expected to be immediately earnings enhancing and is expected to exceed its cost of capital within three years. Signature has also recently signed an agreement to acquire the assets of FBO 2000 for a cash consideration of $5.6 million adding three FBOs in Antigua, St. Kitts and Nevis, to its network in the Caribbean.
During the first half, Signature continued the expansion of its Signature SelectTM network having signed agreements with four new locations in Vancouver, Camarillo, Atwater and the Turks and Caicos Islands. The addition of these new locations continues the expansion of the Signature network through this affiliate FBO programme.
In addition to this continued extension and development of the network, Signature Flight Support signed a new, multi-year agreement with NetJets to supply fuel and other services to its fleet in North America on mutually acceptable terms. This replaces the previous contract and became effective on 1st May.
ASIG's revenue increased by 11% to $227.0 million (2013: $205.1 million) despite continued challenging market conditions with commercial aircraft movements down 2% in North America and 1% in Europe. Adjusting for the impact of acquisitions and disposals ASIG's organic revenue grew by 5%.
ASIG's overall performance in the first half was impacted by the start-up costs relating to the successful launch of operations at London Heathrow's new Terminal 2 and labour and health cost inflation in North America which, because of the nature of ASIG's contracts and continued pricing pressure, will take time to pass on. ASIG continues to drive improvement in underlying operational and cost performance and service delivery which are supporting continued new business wins and will begin to feed through in the second half.
Following the completion of the Skytanking acquisition in April, the integration of the new US locations is progressing well. The acquisition is performing as expected and further consolidates ASIG's position as a leading provider of commercial fuel handling services in the US.
ASIG has recently signed an agreement to commence ground handling operations at Singapore Changi International Airport, beginning in the fourth quarter of this year. This agreement builds on BBA Aviation's existing presence at Singapore Changi International Airport where Signature Flight Support already operates and continues the extension of the Flight Support network throughout the Asia Pacific region.
Aftermarket Services
Our Aftermarket Services division is focused on the repair and overhaul of engines through our Engine Repair and Overhaul (ERO) businesses and the support of maturing aerospace platforms through our Legacy Support business.
$m | 2014 | 2013 | Change |
Revenue | 372.6 | 424.6 | (12)% |
Organic revenue growth | (6)% | - | - |
Underlying operating profit | 37.5 | 45.1 | (17)% |
Operating margins | 10.1% | 10.6% | (50)bps |
Operating cash flow | (10.4) | 13.5 | (177)% |
Divisional ROIC | 10.6% | 11.2% | (60)bps |
In Aftermarket Services, revenue decreased by 12% to $372.6m (2013: $424.6m). This was impacted by the APPH disposal that reduced revenue by $37.3 million, lower than anticipated ERO volumes and fewer whole engine sales. These were partly offset by a stronger than anticipated performance in Legacy Support. On an organic basis revenue declined by 6%.
Underlying operating profit of $37.5 million decreased by 17% (2013: $45.1 million), including the $3.1 million impact of the APPH disposal. On an organic basis, operating profit was down $5.9 million or 14% with operating margins at 10.1% (2013: 10.6%).
Operating cash outflow of $10.4 million for the division reflects ERO's significant investment in the recently awarded Pratt & Witney rotorcraft authorisations and increased working capital in ERO associated with strengthening inputs at the end of the first half. Return on invested capital decreased by 60 basis points to 10.6% (2013: 11.2%) reflecting the growth investment and operating profit decline.
In Engine Repair and Overhaul (ERO), revenue was $286.4 million (2013: $308.5 million), representing an 8% organic revenue reduction. The increase in B&GA flying hours in the second half of 2013 was not uniform across all platforms and small and mid-cabin flying, which represent the majority of the engine fleet, continues to lag large cabin flying and consequently the majority of ERO's markets were broadly flat. In addition, ERO's primary exposure to large cabin flying is the Tay engine, the overhauls of which have, as anticipated, remained subdued due to its specific overhaul cycle.
During the period ERO was awarded several strategically important authorisations for rotorcraft engine maintenance, repair and overhaul. In February, Rolls-Royce appointed ERO as authorised maintenance, repair and overhaul centres for the RR300 engine, in both Europe and North America, with the first engines under this authorisation successfully serviced in May of this year. In April, ERO was awarded a North American designated overhaul facility appointment for the Pratt & Whitney Canada PW200 and PW210 engines and the Middle East appointment for the same engines, as well as the PT6C and PT6T.
In light of the growing rotorcraft fleets situated in the Middle East, ERO will be establishing an overhaul and repair facility in the region to focus its support of these new Pratt & Whitney Canada authorisations. This new facility is expected to be operational by the end of 2014 with full capabilities by the end of the first quarter of 2015. Coupled with ERO's existing rotorcraft engine authorisations, these significant appointments allow ERO to support over 20,000 helicopters currently in service while positioning the company as a global market leader in the rapidly growing rotorcraft market. In total, ERO will be investing $43 million to support these new authorisations and has incurred $25 million of this investment to date.
As we previously announced, ERO has begun a significant footprint rationalisation process that will enhance the company's customer offering. As part of the process, ERO has completed a new repair and overhaul facility at Love Field in Dallas, Texas and has relocated some of its other engine programmes to its existing Heritage Park facility in Dallas. The new facilities will allow ERO to offer faster turnaround times and an improved cost structure, enhancing pricing flexibility and providing dedicated customer support. The total cash cost of the project is expected to be $16 million, with annualised savings of $10 million beginning to accrue in the second half of this year. Additionally, ERO will begin building a new state-of-the art engine repair and overhaul facility at Dallas-Fort Worth International Airport in August. The facility will expand its test capabilities for larger thrust engines, a rapidly expanding piece of the B&GA market, as well as establish a rotorcraft centre of excellence to support the company's rotorcraft engine authorisations.
The impact of ERO's footprint transition led to some short term disruption on certain programmes but this impact reversed towards the end of the second quarter when we saw a material increase in overhaul events. The strengthening of the order book coupled with ERO's growing market share following the reorganisation of its sales and customer support personnel gives us confidence in a stronger second half performance.
Revenue in Legacy Support increased by 3% to $81.6 million (2013: $79.6 million), representing an organic revenue increase of 3% despite a strong prior year comparator following the completion of two substantial contracts in 2013.
Legacy Support signed two new licenses in the first half; one with Rolls-Royce to produce and support Dart engine components and one with Kidde Graviner to produce fire suppression and detection equipment. In addition to these two new licenses, Legacy is transitioning an additional six product lines from licenses signed in 2013. These product lines were licensed to Legacy from Curtiss-Wright, UTC Aerospace Systems, and Safran and include a wide range of electronic, avionics and electro-mechanical products for several military, commercial and business aviation aircraft platforms. The successful transition of these new product lines is supporting a 4% increase in backlog year over year.
In June, Legacy's Singapore facility attained CAAS SAR145 approval for its maintenance, repair and overhaul facility which, together with its existing approvals, ensures it is able to provide localised customer support for the large fleets located throughout the Asia Pacific region. The facility specialises in fuel measurement and gauging system product repairs and is co-located with ERO's regional turbine centre. The combined capabilities and market offerings of Legacy and ERO position the company for future growth in the region.
Other Financial Information
Unallocated central costs were slightly higher at $11.0 million (2013: $9.7 million), reflecting investment in ongoing operational improvement projects and associated infrastructure and systems, as well as higher share-based payments.
Net debt increased to $564.3 million (2013 year-end: $478.5 million) with a net movement of $83.8 million and an unfavourable foreign exchange movement of $2.0 million. The net cash outflow included the $52.5 million dividend payment and $48.8 million of share repurchases.
As previously announced, during the first half the Group refinanced its bank facilities, signing a new 5-year $650 million multi-currency revolving credit facility and reducing the remaining tranche B of the 2011 facility to $200 million with 2 years left to maturity, giving total facilities of $850 million. At the end of the period $468 million of the total $1,150 million of borrowing commitments remained undrawn and net debt to EBITDA was 2.1x (2013 year-end: 1.8x; 2013: 1.7x). Interest cover based on EBITDA increased to 9.1x (2013: 8.0x).
Pensions
As announced at the year-end, following the disposal of APPH, agreement was reached with the Trustee of the UK defined benefit plan to apportion the Section 75 debt and at the same time to agree to an asset backed funding scheme to replace the schedule of deficit contributions. This scheme, which was finalised in late March, gives rise to payments to the plan over 20 years with payments suspended when the deficit level of the UK scheme reaches a certain threshold to avoid overfunding.
Consequently the Group has made £2.4 million of payments (approximately $4.0 million) to the UK plan in the first half (2013: $3.7 million), total payments in second half will be £1.3 million (approximately $2.2 million), total payments in 2015 will be £6.9 million (approximately $11.5 million) and thereafter will fall to £2.7 million (approximately $4.5 million) per annum for a further 18 years.
The combined accounting deficit for the UK and US pension schemes has increased since the year-end to $47.6 million (2013 year-end: $34.0 million: 2013: $55.6 million), principally as a result of increased liabilities due to the fall in the bond yield. In addition, the IFRIC 14 adjustment has increased to $49.2 million (2013 year-end: $23.6 million: 2013: $5.8 million), due solely to putting in place the asset-backed funding structure. The total reported pension obligation on the balance sheet for accounting purposes has therefore increased to $96.8 million (2013 year-end: $57.6 million: 2013: $61.4 million).
The 2012 triennial valuation of the UK defined benefit pension scheme was completed during the period, resulting in a funding deficit of £30.4 million ($48.6 million). The Company will continue to pay scheme expenses on an as incurred basis. The next triennial valuation is due to be undertaken in 2015.
Dividend
The Board is declaring an increased interim dividend of 4.62¢ (2013: 4.40¢) up 5% reflecting the Board's progressive dividend policy.
Outlook
As we enter the second half, we continue to see recovery in our major US business and general aviation market. We also saw a strengthening of the Aftermarket order book at the end of the first half. This, together with second half contributions from acquisitions and our Engine Repair & Overhaul footprint optimisation programme, means that we are confident that BBA Aviation remains well positioned for another year of progress.
Going Concern
The Directors have carried out a review of the Group's trading outlook and borrowing facilities, with due regard to the risks and uncertainties to which the Group is exposed, the uncertain economic climate and the impact that this could have on trading performance. Based on this review, the Directors believe that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.
Directors' Responsibilities
The Directors confirm that to the best of their knowledge:
(a) the condensed consolidated set of financial statements has been prepared in accordance with IAS 34 "Interim Financial Reporting";
(b) the interim financial report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and,
(c) the interim financial report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).
The management report, which is incorporated into the Directors' Report, includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties they face.
Signed on behalf of the Board,
Simon Pryce Mike Powell
Group Chief Executive Group Finance Director
4 August 2014 4 August 2014
This interim financial report contains forward-looking statements including, without limitation, statements relating to: future demand and markets of the Group's products and services; research and development relating to new products and services; liquidity and capital; and implementation of restructuring plans and efficiencies. These forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that will or may occur in the future. Accordingly, actual results may differ materially from those set out in the forward-looking statements as a result of a variety of factors including, without limitation: changes in interest and exchange rates, commodity prices and other economic conditions; negotiations with customers relating to renewal of contracts and future volumes and prices; events affecting international security, including global health issues and terrorism; changes in regulatory environment; and the outcome of litigation. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. This interim financial report has been drawn up and presented in accordance with and in reliance on applicable English company law and the liabilities of the directors in connection with this report shall be subject to the limitations and restrictions provided by such law.
This report is available in electronic format from the Company's website www.bbaaviation.com
Unaudited condensed consolidated income statement
Six months ended 30 June 2014 |
Six months ended 30 June 2013 |
Year ended 31 December 2013 | |||||||||
Underlying1 | Exceptional Items | Total | Underlying1 | Exceptional Items | Total | Underlying1 | Exceptional Items | Total | |||
Note | $m | $m | $m | $m | $m | $m | $m | $m | $m | ||
Revenue | 2 | 1,148.1 | - | 1,148.1 | 1,114.4 | - | 1,114.4 | 2,218.6 | - | 2,218.6 | |
Cost of sales | (925.4) | - | (925.4) | (902.1) | - | (902.1) | (1,789.2) | - | (1,789.2) | ||
Gross profit | 222.7 | - | 222.7 | 212.3 | - | 212.3 | 429.4 | - | 429.4 | ||
Distribution costs | (19.1) | - | (19.1) | (20.3) | - | (20.3) | (38.0) | - | (38.0) | ||
Administrative expenses | 3 | (112.5) | (4.4) | (116.9) | (99.3) | (4.6) | (103.9) | (194.8) | (9.0) | (203.8) | |
Other operating income | 1.4 | - | 1.4 | 0.9 | - | 0.9 | 2.4 | - | 2.4 | ||
Share of profits of associates and joint arrangements |
0.6
| - | 0.6 | 0.4 | - | 0.4 | 1.4 | - | 1.4 | ||
Other operating expenses | 3 | - | (2.5) | (2.5) | - | (5.7) | (5.7) | (0.3) | (15.6) | (15.9) | |
Restructuring costs | 3 | - | (8.1) | (8.1) | - | (4.9) | (4.9) | - | (6.1) | (6.1) | |
Operating profit/(loss) | 2, 3 |
93.1
| (15.0) | 78.1 | 94.0 | (15.2) | 78.8 | 200.1 | (30.7) | 169.4 | |
Net exceptional gain on disposal of APPH | 3, 11 | - | 27.8 | 27.8 | - | - | - | - | - | - | |
Investment income | 3 | 1.9 | - | 1.9 | 1.0 | - | 1.0 | 4.6 | 5.4 | 10.0 | |
Finance costs | (15.8) | - | (15.8) | (16.6) | - | (16.6) | (34.2) | - | (34.2) | ||
Profit/(loss) before tax | 79.2 | 12.8 | 92.0 | 78.4 | (15.2) | 63.2 | 170.5 | (25.3) | 145.2 | ||
Tax (charge)/credit | 3, 4 | (13.1) | 9.9 | (3.2) | (11.9) | 2.8 | (9.1) | (24.8) | 17.7 | (7.1) | |
Profit/(loss) for the period | 3 | 66.1 | 22.7 | 88.8 | 66.5 | (12.4) | 54.1 | 145.7 | (7.6) | 138.1 | |
Attributable to: | |||||||||||
Equity holders of BBA Aviation plc | 66.3 | 22.7 | 89.0 | 66.7 | (12.4) | 54.3 | 146.1 | (7.6) | 138.5 | ||
Non-controlling interest | (0.2) | - | (0.2) | (0.2) | - | (0.2) | (0.4) | - | (0.4) | ||
66.1 | 22.7 | 88.8 | 66.5 | (12.4) | 54.1 | 145.7 | (7.6) | 138.1 | |||
Earnings per share | Note | Adjusted1 | Unadjusted | Adjusted1 | Unadjusted | Adjusted1 | Unadjusted |
| ||||||||||||||
Basic | 5 | 14.0¢ | 18.7¢ | 13.9¢ | 11.4¢ | 30.5¢ | 28.9¢ |
| ||||||||||||||
Diluted | 5 | 13.7¢ | 18.4¢ | 13.7¢ | 11.2¢ | 30.1¢ | 28.5¢ |
| ||||||||||||||
1 Underlying profit is before exceptional items. Exceptional items are items which are material or are non-recurring in nature, costs relating to acquisitions, the gain/(loss) on disposal of businesses and related costs, and the amortisation of acquired intangible assets, together with related tax items (see note 3).
Unaudited condensed consolidated statement of comprehensive income
Six months ended 30 June 2014 | Six months ended 30 June 2013 | Year ended 31 December 2013 | |
$m | $m | $m | |
Profit for the period | 88.8 | 54.1 | 138.1 |
Other comprehensive income | |||
Items that will not be reclassified subsequently to profit or loss | |||
Actuarial (losses)/gains on defined benefit pension schemes | (17.6) | 0.4 | 26.0 |
Change in pension obligation under IFRIC 14 | (23.8) | - | (22.3) |
Tax relating to components of other comprehensive income that will not be reclassified subsequently to profit or loss | 7.4 | 1.0 | 3.7 |
(34.0) | 1.4 | 7.4 | |
Items that may be reclassified subsequently to profit or loss | |||
Exchange difference on translation of foreign operations | (23.4) | 36.7 | (15.7) |
Gains/(losses) on net investment hedges | 18.6 | (43.7) | 5.7 |
Fair value movements in foreign exchange cash flow hedges | (1.8) | (6.0) | 3.7 |
Transfer to profit or loss from other comprehensive income on foreign exchange cash flow hedges | 1.2 | 0.1 | (2.1) |
Fair value movement in interest rate cash flow hedges | (3.1) | 2.8 | 2.6 |
Transfer to profit or loss from other comprehensive income on interest rate cash flow hedges | 1.6 | 3.3 | 6.1 |
Tax relating to components of other comprehensive income that may be reclassified subsequently to profit or loss | 2.1 | - | 0.6 |
(4.8) | (6.8) | 0.9 | |
Other comprehensive (loss)/income for the period | (38.8) | (5.4) | 8.3 |
Total comprehensive income for the period | 50.0 | 48.7 | 146.4 |
Attributable to: | |||
Equity holders of BBA Aviation plc | 50.2 | 48.9 | 146.8 |
Non-controlling interests | (0.2) | (0.2) | (0.4) |
50.0 | 48.7 | 146.4 |
Unaudited condensed consolidated balance sheet
30 June 2014 | 30 June 2013 | 31 December 2013 | |||||
Note | $m | $m | $m | ||||
NON-CURRENT ASSETS | |||||||
Goodwill | 882.2 | 825.7 | 837.6 | ||||
Other intangible assets | 264.6 | 179.2 | 219.7 | ||||
Property, plant and equipment | 575.1 | 514.6 | 557.0 | ||||
Interests in associates and joint arrangements | 6.6 | 4.1 | 8.1 | ||||
Trade and other receivables | 22.1 | 17.0 | 21.6 | ||||
Deferred tax asset | 19.2 | 5.8 | 8.6 | ||||
1,769.8 | 1,546.4 | 1,652.6 | |||||
CURRENT ASSETS | |||||||
Inventories | 192.7 | 247.4 | 199.7 | ||||
Trade and other receivables | 417.7 | 385.1 | 352.8 | ||||
Assets classified as held for sale | 11 | - | - | 91.5 | |||
Cash and cash equivalents | 7 | 154.9 | 126.0 | 162.1 | |||
Tax recoverable | 0.2 | 3.3 | 5.7 | ||||
765.5 | 761.8 | 811.8 | |||||
Total assets | 2 | 2,535.3 | 2,308.2 | 2,464.4 | |||
CURRENT LIABILITIES | |||||||
Trade and other payables | (475.5) | (426.9) | (447.2) | ||||
Tax liabilities | (51.5) | (86.8) | (69.6) | ||||
Obligations under finance leases | 7 | (1.1) | (1.5) | (1.4) | |||
Borrowings | 7 | (32.5) | (20.4) | (18.2) | |||
Provisions | (3.7) | (5.2) | (3.2) | ||||
Liabilities associated with assets held for sale | 11 | - | - | (17.9) | |||
(564.3) | (540.8) | (557.5) | |||||
Net current assets | 201.2 | 221.0 | 254.3 | ||||
NON-CURRENT LIABILITIES | |||||||
Borrowings | 7 | (696.7) | (563.5) | (627.5) | |||
Other payables due after one year | (26.0) | (22.4) | (25.9) | ||||
Retirement benefit obligations | 13 | (96.8) | (61.4) | (57.6) | |||
Obligations under finance leases | 7 | - | (1.1) | - | |||
Deferred tax liabilities | (89.5) | (82.5) | (87.8) | ||||
Provisions | (15.2) | (11.8) | (14.1) | ||||
(924.2) | (742.7) | (812.9) | |||||
Total liabilities | 2 | (1,488.5) | (1,283.5) | (1,370.4) | |||
Net assets | 1,046.8 | 1,024.7 | 1,094.0 | ||||
EQUITY | |||||||
Share capital | 14 | 252.3 | 251.8 | 251.8 | |||
Share premium account | 733.0 | 732.8 | 733.0 | ||||
Other reserves | 6.9 | 6.9 | 6.9 | ||||
Treasury reserve | (51.0) | (6.6) | (17.1) | ||||
Capital reserve | 38.6 | 39.3 | 40.6 | ||||
Hedging and translation reserves | (44.6) | (44.8) | (37.7) | ||||
Retained earnings | 116.6 | 50.0 | 121.2 | ||||
Equity attributable to equity holders of BBA Aviation plc | 1,051.8 | 1,029.4 | 1,098.7 | ||||
Non-controlling interest | (5.0) | (4.7) | (4.7) | ||||
Total equity | 1,046.8 | 1,024.7 | 1,094.0 | ||||
Unaudited condensed consolidated cash flow statement
Six months ended 30 June 2014 | Six months ended 30 June 2013 | Year ended 31 December 2013 | ||
Note | $m | $m | $m | |
Operating activities | ||||
Net cash flow from operating activities | 9 | 47.3 | 83.8 | 242.7 |
Investing activities | ||||
Interest received | 2.5 | 0.8 | 4.1 | |
Dividends received from associates | 0.1 | 1.1 | 1.3 | |
Purchase of property, plant and equipment | (37.3) | (33.5) | (71.0) | |
Purchase of intangible assets 1 | (38.7) | (5.4) | (18.8) | |
Proceeds from disposal of property, plant and equipment | 0.6 | 0.6 | 1.7 | |
Acquisition of subsidiaries | 10 | (54.8) | (3.2) | (71.3) |
Investment in joint arrangements | - | - | (3.0) | |
Proceeds from disposal of subsidiaries | 11 | 125.3 | - | - |
Net cash outflow from investing activities | (2.3) | (39.6) | (157.0) | |
Financing activities | ||||
Interest paid | (18.4) | (6.5) | (25.2) | |
Interest element of finance leases paid | (0.1) | (0.1) | (0.1) | |
Dividends paid | 6 | (52.5) | (50.1) | (71.3) |
Losses from realised foreign exchange contracts | (9.5) | (17.7) | (36.2) | |
Proceeds from issue of shares | 0.5 | 0.3 | 0.5 | |
Purchase of own shares | (48.8) | (4.5) | (15.0) | |
Increase/(decrease) in loans | 63.3 | (1.6) | 68.5 | |
Decrease in finance leases | (0.3) | (0.3) | (1.5) | |
Increase in overdrafts | 10.6 | 10.0 | 8.5 | |
Net cash outflow from financing activities | (55.2) | (70.5) | (71.8) | |
(Decrease)/increase in cash and cash equivalents | (10.2) | (26.3) | 13.9 | |
Cash and cash equivalents at beginning of the period | 165.0 | 151.1 | 151.1 | |
Exchange adjustments | 0.1 | 1.2 | - | |
Cash and cash equivalents at end of the period 2 | 154.9 | 126.0 | 165.0 | |
Net debt at beginning of the period | (478.5) | (416.4) | (416.4) | |
(Decrease)/increase in cash equivalents | (10.2) | (26.3) | 13.9 | |
(Increase)/decrease in loans | (63.3) | 1.6 | (68.5) | |
Decrease in finance leases | 0.3 | 0.3 | 1.5 | |
Increase in overdrafts | (10.6) | (10.0) | (8.5) | |
Exchange adjustments | (2.0) | 0.7 | (0.5) | |
Net debt at end of the period 3 | (564.3) | (450.1) | (478.5) |
1 Purchase of intangible assets includes $10.3 million (30 June 2013: $2.1 million: 31 December 2013: $11.8 million) paid in relation to Ontic licences.
2 Cash and cash equivalents includes $nil (30 June 2013: $nil; 31 December 2013: $2.9 million) within assets classified as held for sale (see note 11).
3 Net debt includes $nil (30 June 2013: $nil; 31 December 2013: $2.9 million) of cash and cash equivalents and $nil (30 June 2013: $nil; 31 December 2013: $2.5 million) of borrowings included within net assets classified as held for sale (see note 11). Within the Group's definition of net debt the US private placement is included at its face value of $300 million reflecting the fact that the liabilities will be in place until maturity. This is $11.1 million (30 June 2013: $10.4 million; 31 December 2013: $6.1 million lower than its carrying value.
Unaudited condensed consolidated statement of changes in equity
Share capital | Share premium | Retained earnings | Other reserves | Non-controlling interests | Total equity | |
$m | $m | $m | $m | $m | $m | |
Balance at 1 January 2014 | 251.8 | 733.0 | 121.2 | (7.3) | (4.7) | 1,094.0 |
Total comprehensive income for the period | - | - | 57.1 | (6.9) | (0.2) | 50.0 |
Equity dividends | - | - | (52.5) | - | - | (52.5) |
Issue of share capital | 0.5 | - | - | - | - | 0.5 |
Movement on treasury reserve | - | - | - | (49.9) | - | (49.9) |
Credit to equity for equity-settled share-based payments | - | - | - | 4.6 | - | 4.6 |
Tax on share-based payment transactions | - | - | 0.2 | - | - | 0.2 |
Changes in non-controlling interests | - | - | - | - | (0.1) | (0.1) |
Transfer to retained earnings | - | - | (9.4) | 9.4 | - | - |
Balance at 30 June 2014 | 252.3 | 733.0 | 116.6 | (50.1) | (5.0) | 1,046.8 |
Balance at 1 January 2013 | 251.5 | 732.8 | 43.8 | (2.2) | (4.5) | 1,021.4 |
Total comprehensive income for the period | - | - | 55.7 | (6.8) | (0.2) | 48.7 |
Equity dividends | - | - | (50.1) | - | - | (50.1) |
Issue of share capital | 0.3 | - | - | - | - | 0.3 |
Movement on treasury reserve | - | - | - | (4.5) | - | (4.5) |
Credit to equity for equity-settled share-based payments | - | - | - | 7.8 | - | 7.8 |
Tax on share-based payment transactions | - | - | 1.1 | - | - | 1.1 |
Transfer to retained earnings | - | - | (0.5) | 0.5 | - | - |
Balance at 30 June 2013 | 251.8 | 732.8 | 50.0 | (5.2) | (4.7) | 1,024.7 |
Balance at 1 January 2013 | 251.5 | 732.8 | 43.8 | (2.2) | (4.5) | 1,021.4 |
Total comprehensive income for the period | - | - | 146.5 | 0.3 | (0.4) | 146.4 |
Equity dividends | - | - | (71.3) | - | - | (71.3) |
Issue of share capital | 0.3 | 0.2 | - | - | - | 0.5 |
Movement on treasury reserve | - | - | - | (15.0) | - | (15.0) |
Credit to equity for equity-settled share-based payments | - | - | - | 9.4 | - | 9.4 |
Tax on share-based payment transactions | - | - | 2.4 | - | - | 2.4 |
Changes in non-controlling interests | - | - | - | - | 0.2 | 0.2 |
Transfer to retained earnings | - | - | (0.2) | 0.2 | - | - |
Balance at 31 December 2013 | 251.8 | 733.0 | 121.2 | (7.3) | (4.7) | 1,094.0 |
Notes to the condensed consolidated half yearly financial statements
1 Basis of preparation
The unaudited condensed consolidated financial statements of BBA Aviation plc, for the six months ended 30 June 2014 have been prepared in accordance with the Disclosure and Transparency Rules of the UK's Financial Conduct Authority and International Accounting Standard IAS 34: Interim Financial Reporting (IAS 34) which permits the presentation of the financial information on a condensed basis. These condensed consolidated half yearly financial statements do not comprise statutory accounts within the meaning of Section 434 of the Companies Act 2006, and therefore should be read in conjunction with the Group's Annual Report for the year ended 31 December 2013.
The Group's annual financial statements for the year ended 31 December 2013 have been reported upon by the Group's auditor and delivered to the Registrar of Companies. The report of the auditor was unqualified, did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and did not contain statements under section 498(2) or 498(3) of the Companies Act 2006.
Except as described below, these condensed consolidated half yearly financial statements have been prepared in accordance with the accounting policies, presentation and methods of calculation as set out in the Group's consolidated financial statements for the year ended 31 December 2013, which were prepared in accordance with International Financial Reporting Standards (IFRS) endorsed for use in the European Union and the Companies Act 2006, and comply with Article 4 of the EU IAS Regulation.
Going concern
The directors are satisfied that, at the time of approving the interim financial statements, it is appropriate to continue to adopt the going concern basis of accounting. Further information is given on page 7 of the interim statement.
New reporting requirements
A number of EU - endorsed standards and amendments to existing standards and interpretations, which are described below, are effective for annual periods beginning on or after 1 January 2014 and have been applied in preparing the Consolidated Financial Statements of the Group. There is no impact on the Group consolidated financial statements from applying these standards.
IFRS 10: Consolidated Financial Statements (IFRS 10), IFRS 11: Joint Arrangements (IFRS 11), IFRS 12: Disclosure of Interests in Other Entities (IFRS 12) and amendments to IAS 27: Consolidated and Separate Financial Statements (IAS 27) and IAS 28: Investments in Associates (IAS 28) are effective for financial reporting periods beginning on or after 1 January 2014. The amendments to IAS 27 and IAS 28 have been made to align them with IFRS 10, IFRS 11 and IFRS 12.
IFRS 10 defines the principle of control which is the basis for determining which entities are consolidated in the Group's financial statements. The standard also sets out the accounting requirements for the preparation of consolidated financial statements. The Group has reviewed the relationship of its subsidiary entities with their respective parent company. No changes to the accounting for those entities within the consolidation are required.
IFRS 11 requires parties to a joint arrangement to focus on their rights and obligations rather than its legal form in determining whether the arrangement is a joint operation or a joint venture. A joint operator accounts for its share of assets, liabilities and corresponding revenues and expenses arising from the arrangement, whereas a joint venturer accounts for an investment in an arrangement using the equity method.
IFRS 12 sets out the disclosure requirements for all forms of interests in other entities, including joint arrangements and associates. The additional disclosures aim to enable users to evaluate the nature of, and risks associated with, the Group's interest in associates and joint arrangements, and the effects of those entities on the Group's financial position, financial performance and cash flows. IFRS 12 relates to disclosures only and has no impact on the reported results or balance sheet of the Group.
Financial reporting standards applicable for future financial periods
In addition to the above, IFRS 9: Financial Instruments (IFRS 9) and IFRS 15: Revenue from contracts with customers (IFRS 15) have been issued but not yet been endorsed by the EU. Therefore, the date from which they become effective is not yet known. IFRS 9 addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 15 addresses recognition of revenue from customer contracts and impacts the amounts and timing of the recognition of such revenue. The Group is yet to assess the impact of IFRS 9 and IFRS 15 on the consolidated financial statements.
2 Segmental analysis
IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the Chief Executive to allocate resources to the segments and to assess their performance.
The Group provides information to the Chief Executive on the basis of components that are substantially similar within the segments in the following aspects:
· the nature of the long-term financial performance;
· the nature of the products and services;
· the nature of the production processes;
· the type of class of customer for the products and services; and
· the nature of the regulatory environment.
Based on the above, the primary reportable segments of the Group have been deemed to be Flight Support, which comprises Signature Flight Support and ASIG, and Aftermarket Services, which comprises Engine Repair and Overhaul, and Legacy Support.
The businesses within the Flight Support segment provide re-fuelling, ground handling and other services to the business, general and commercial aviation markets. The businesses within the Aftermarket Services segment maintain and support engines and aerospace components, sub-systems and systems. Sales between segments are immaterial.
There has been no change to the Group's reportable segments since the last annual report.
As at, and for the six months ended 30 June 2014 | Flight Support 1 | Aftermarket Services and Systems | Total | Unallocated Corporate | Total Continuing |
Business Segments | $m | $m | $m | $m | $m |
External revenue | 775.5 | 372.6 | 1,148.1 | - | 1,148.1
|
Underlying operating profit | 66.6 | 37.5 | 104.1 | (11.0) | 93.1 |
Exceptional items | (7.2) | (6.4) | (13.6) | (1.4) | (15.0) |
Segment result | 59.4 | 31.1 | 90.5 | (12.4) | 78.1 |
Underlying operating margin | 8.6% | 10.1% | 9.1% | 8.1% | |
Other information | |||||
Capital additions 2 | 28.8 | 45.3 | 74.1 | 1.9 | 76.0 |
Depreciation and amortisation | 27.3 | 10.1 | 37.4 | 0.4 | 37.8 |
Balance sheet | |||||
Total assets | 1,514.7 | 852.5 | 2,367.2 | 168.1 | 2,535.3 |
Total liabilities | (254.6) | (179.4) | (434.0) | (1,054.5) | (1,488.5) |
Net assets/(liabilities) | 1,260.1 | 673.1 | 1,933.2 | (886.4) | 1,046.8 |
1 Flight Support's segment result includes $0.6 million (30 June 2013: $0.4 million; 31 December 2013: $1.4 million) relating to profits of associates and joint arrangements. 2 Capital additions represent cash expenditures during the period. |
2 Segmental analysis - continued
As at, and for the six months ended 30 June 2013 | Flight Support | Aftermarket Services and Systems | Total | Unallocated Corporate | Total Continuing |
Business Segments | $m | $m | $m | $m | $m |
External revenue | 689.8 | 424.6 | 1,114.4 | - | 1,114.4 |
Underlying operating profit | 58.6 | 45.1 | 103.7 | (9.7) | 94.0 |
Exceptional items | (6.4) | (4.3) | (10.7) | (4.5) | (15.2) |
Segment result | 52.2 | 40.8 | 93.0 | (14.2) | 78.8 |
Underlying operating margin | 8.5% | 10.6% | 9.3% | - | 8.4% |
Other information | |||||
Capital additions 2 | 20.3 | 15.9 | 36.2 | 2.8 | 39.0 |
Depreciation and amortisation | 24.9 | 10.5 | 35.4 | 0.3 | 35.7 |
Balance sheet | |||||
Total assets | 1,300.9 | 862.5 | 2,163.4 | 144.8 | 2,308.2 |
Total liabilities | (214.7) | (173.0) | (387.7) | (895.8) | (1,283.5) |
Net assets/(liabilities) | 1,086.2 | 689.5 | 1,775.7 | (751.0) | 1,024.7 |
2 Capital additions represent cash expenditures during the period.
As at, and for the year ended 31 December 2013 | Flight Support | Aftermarket Services and Systems | Total | Unallocated Corporate | Total Continuing |
Business Segments | $m | $m | $m | $m | $m |
External revenue | 1,375.9 | 842.7 | 2,218.6 | - | 2,218.6 |
Underlying operating profit | 116.3 | 101.3 | 217.6 | (17.5) | 200.1 |
Exceptional items | (9.8) | (6.0) | (15.8) | (14.9) | (30.7) |
Segment result | 106.5 | 95.3 | 201.8 | (32.4) | 169.4 |
Underlying operating margin | 8.5% | 12.0% | 9.8% | - | 9.0% |
Other information | |||||
Capital additions 2 | 53.0 | 31.7 | 84.7 | 5.1 | 89.8 |
Depreciation and amortisation | 49.5 | 20.5 | 70.0 | 0.5 | 70.5 |
Balance sheet | |||||
Total assets | 1,397.5 | 890.0 | 2,287.5 | 176.9 | 2,464.4 |
Total liabilities | (229.1) | (193.7) | (422.8) | (947.6) | (1,370.4) |
Net assets/(liabilities) | 1,168.4 | 696.3 | 1,864.7 | (770.7) | 1,094.0 |
2 Capital additions represent cash expenditures during the period.
2 Segmental analysis - continued
Geographical segments | Revenue by destination | Revenue by origin | Capital additions 2 | Non-current assets | |
$m | $m | $m | $m | ||
As at, and for the six months ended 30 June 2014 | |||||
United Kingdom | 129.2 | 189.3 | 13.8 | 252.9 | |
Mainland Europe | 62.0 | 20.1 | - | 45.0 | |
North America | 899.3 | 925.4 | 61.9 | 1,456.3 | |
Rest of world | 57.6 | 13.3 | 0.3 | 15.6 | |
Total | 1,148.1 | 1,148.1 | 76.0 | 1,769.8 | |
As at, and for the six months ended 30 June 2013 | |||||
United Kingdom | 127.8 | 197.8 | 8.0 | 211.6 | |
Mainland Europe | 63.0 | 19.4 | 0.1 | 42.6 | |
North America | 859.6 | 892.3 | 30.5 | 1,283.6 | |
Rest of world | 64.0 | 4.9 | 0.4 | 8.6 | |
Total | 1,114.4 | 1,114.4 | 39.0 | 1,546.4 | |
As at, and for the year ended 31 December 2013 | |||||
United Kingdom | 260.7 | 423.5 | 18.7 | 233.3 | |
Mainland Europe | 132.3 | 41.8 | 0.3 | 46.0 | |
North America | 1,701.9 | 1,741.5 | 69.6 | 1,359.3 | |
Rest of world | 123.7 | 11.8 | 1.2 | 14.0 | |
Total | 2,218.6 | 2,218.6 | 89.8 | 1,652.6 | |
2 Capital additions represent cash expenditures during the period.
An analysis of the Group's revenues for the period is as follows:
Revenue from sale of goods | Revenue from services | |||||
30 June 2014 | 30 June 2013 | 31 December 2013 | 30 June 2014 | 30 June 2013 | 31 December 2013 | |
$m | $m | $m | $m | $m | $m | |
Flight Support | 457.5 | 403.1 | 837.7 | 318.0 | 286.7 | 538.2 |
Aftermarket Services | 103.3 | 131.2 | 271.9 | 269.3 | 293.4 | 570.8 |
560.8 | 534.3 | 1,109.6 | 587.3 | 580.1 | 1,109.0 |
3 Exceptional items
In the six months ended 30 June 2014, exceptional items amount to a credit of $22.7 million (30 June 2013: charge of $12.4 million; 31 December 2013: charge of $7.6 million) of which a charge of $15.0 million (30 June 2013: $15.2 million charge; 31 December 2013: $30.7 million charge) is included within operating profit. In addition, for the six months ended 30 June 2014 a net gain of $27.8 million on disposal of APPH is included in profit before tax but after operating profit, and for the year ended 31 December 2013 a credit $5.4 million is included within investment income.
Exceptional items included within operating profit comprise restructuring expenses of $8.1 million (30 June 2013: $4.9 million; 31 December 2013: $6.1 million); amortisation of intangible assets arising on acquisition and valued in accordance with IFRS 3 of $4.4 million (30 June 2013: $4.6 million; 31 December 2013: $9.0 million) included within administrative expenses; $2.5 million (30 June 2013: $5.3 million; 31 December 2013: $8.7 million) of transaction costs and $nil (30 June 2013: $0.4 million; 31 December 2013: $6.9 million) of environmental costs in relation to previously disposed of businesses included within other operating expenses.
The net gain on disposal of APPH in the six months to 30 June 2014 relates to the disposal of the APPH business and closure of related businesses and is discussed in more detail in note 11.
3 Exceptional items (continued)
The $5.4 million credit within investment income for the year ended 31 December 2013 comprises the gain on disposal of the Group's investment in Lider Signature SA which was sold in the second half of 2013.
Restructuring expenses for the period of $8.1 million comprises $4.6 million in respect of the rationalisation of the Aftermarket Services footprint (see page 6), and $3.5 million in respect of management reorganisation. Restructuring expenses of $4.9 million incurred during the six months ended 30 June 2013 and $6.1 million incurred during the year ended 31 December 2013 principally related to the reorganisation of management into two operating divisions.
In the six months ended 30 June 2014, an exceptional tax credit of $9.9 million (30 June 2013: $2.8 million; 31 December 2013: $17.7 million) was recognised in the income statement. This credit relates to the tax impact on the exceptional items explained above of $9.9 million (30 June 2013: $2.8 million; 31 December 2013: $6.5 million) and for the year ended 31 December 2013 a $11.2 million release of tax provisions following progress made in relation to open tax years.
Underlying profit is shown before exceptional items on the face of the income statement because the directors consider that this gives a useful indication of underlying performance and better visibility of key performance indicators. Underlying profit is also reported internally.
4 Income tax
Tax charged/(credited) to other comprehensive income and equity is as follows:
Six months ended 30 June 2014 | Six months ended 30 June 2013 | Year ended 31 December 2013 | |
Recognised in the income statement | $m | $m | $m |
Current tax charge | 7.8 | 11.3 | 17.0 |
Adjustments in respect of prior periods - current tax | 0.2 | (3.7) | (16.6) |
Deferred tax (credit)/charge | (4.7) | 1.4 | 7.8 |
Adjustments in respect of prior periods - deferred tax | (0.1) | 0.1 | (1.1) |
Income tax expense for the period | 3.2 | 9.1 | 7.1 |
Corporation tax for the interim period is charged at an effective rate of 16.5% (30 June 2013: 15.2%; 31 December 2013: 14.5%) on underlying profit before tax, representing the best estimate of the weighted average annual corporation tax expected for the full financial year. The total income tax expense for the six months ended 30 June 2014 includes a tax credit of $9.9 million (30 June 2013: $2.8 million; 31 December 2013: $17.7 million) relating to exceptional items (see note 3).
Tax credited to other comprehensive income and equity is as follows:
Six months ended 30 June 2014 | Six months ended 30 June 2013 | Year ended 31 December 2013 | ||
Recognised in other comprehensive income and equity | $m | $m | $m | |
Recognised in other comprehensive income | ||||
Tax on items that will not be reclassified subsequently to profit or loss | ||||
Current tax credit on actuarial gains/losses | 0.3 | 1.0 | 2.2 | |
Deferred tax credit on actuarial gains/losses | 7.1 | - | 1.5 | |
7.4 | 1.0 | 3.7 | ||
Tax on items that may be reclassified subsequently to profit or loss | ||||
Current tax credit on foreign exchange movements | - | - | 0.6 | |
Adjustments in respect of prior periods - deferred tax | 2.1 | - | - | |
2.1 | - | 0.6 | ||
Total tax credit within other comprehensive income | 9.5 | 1.0 | 4.3 | |
Recognised in equity | ||||
Current tax credit on share-based payments movements | 0.2 | - | 0.6 | |
Deferred tax credit on share-based payments movements | - | 1.1 | 1.8 | |
Total tax credit within equity | 0.2 | 1.1 | 2.4 | |
Total tax credit within other comprehensive income and equity | 9.7 | 2.1 | 6.7 | |
5 Earnings per share
The calculation of the basic and diluted earnings per share is based on the following data:
Six months ended 30 June 2014 | Six months ended 30 June 2013 | Year ended 31 December 2013 | |
$m | $m | $m | |
Basic and diluted: | |||
Earnings: | |||
Profit for the period | 88.8 | 54.1 | 138.1 |
Non-controlling interests | 0.2 | 0.2 | 0.4 |
Basic earnings attributable to ordinary shareholders | 89.0 | 54.3 | 138.5 |
Exceptional items (net of tax) | (22.7) | 12.4 | 7.6 |
Adjusted earnings | 66.3 | 66.7 | 146.1 |
Number of shares | |||
Weighted average number of 29 16/21p ordinary shares: | |||
For basic earnings per share | 475.2 | 478.4 | 478.5 |
Exercise of share options | 7.4 | 7.5 | 7.1 |
For diluted earnings per share | 482.6 | 485.9 | 485.6 |
Earnings per share: | |||
Basic: | |||
Adjusted | 14.0¢ | 13.9¢ | 30.5¢ |
Unadjusted | 18.7¢ | 11.4¢ | 28.9¢ |
Diluted: | |||
Adjusted | 13.7¢ | 13.7¢ | 30.1¢ |
Unadjusted | 18.4¢ | 11.2¢ | 28.5¢ |
Adjusted earnings per share is shown calculated as earnings before exceptional items because the directors consider that this gives a useful indication of underlying performance.
6 Equity dividends on ordinary shares
Six months ended 30 June 2014 | Six months ended 30 June 2013 | |
$m | $m | |
Declared during the period: | ||
Final dividend for the year ended 31 December 2013: 11.00 cents per share (2012: 10.45 cents per share) | 52.5 | 50.1 |
The 2014 interim dividend of 4.62 cents per share (2013: 4.40 cents per share; $21.2 million in total) was approved by the Board of Directors on 4 August 2014 and will be paid on 31 October 2014 to ordinary shareholders registered on 19 September 2014. Shareholders will receive their dividends in sterling unless they complete and submit to the Company's registrars by 5.30pm on 6 October 2014 an election form stating their wish to receive their dividends in US dollars. The sterling dividend will be converted at a prevailing exchange rate on 7 October 2014 and this exchange rate will be announced on 8 October 2014.
7 Cash and cash equivalents and borrowings
The carrying value of cash and cash equivalents of $154.9 million (30 June 2013: $126.0 million; 31 December 2013: $162.1 million) approximates to their fair value.
The Group's fixed rate debt (including borrowings and finance lease obligations) adjusted for interest rate hedging had a carrying value at 30 June 2014 of $271.0 million (30 June 2013: $252.0 million; 31 December 2013: $271.0 million). The fair value of these borrowings (adjusted for interest rate hedging) at 30 June 2014 was $274.3 million (June 2013: $256.3 million; 31 December 2013: $272.8 million).
The carrying value at 30 June 2014 of the Group's floating interest rate borrowings adjusted for interest rate hedging was $459.3 million (30 June 2013: $334.5 million; 31 December 2013: $378.6 million). As at 31 December 2013, $2.5 million of bank overdrafts were included within liabilities associated with assets classified as held for sale. The carrying value of these items approximates to their fair value.
During the six months to 30 June 2014, the Group refinanced its bank facilities signing a new five year $650 million multicurrency revolving credit facility and reducing to $200 million the remaining tranche B of the 2011 facility which will mature in April 2016, giving total bank facilities of $850 million. As at 30 June 2014, the Group had available $467.7 million (30 June 2013: $500.0 million; 31 December 2013: $432.0 million) of undrawn facilities.
In addition, the Group has issued $300 million of US private placement ("USPP") senior notes dated 18 May 2011 with maturities of seven, ten and twelve years. Within the Group's definition of net debt the USPP is included at its face value of $300 million. This is $11.1 million lower than its carrying value (30 June 2013: $10.4 million; 31 December 2013: $6.1 million).
8 Financial instruments
Categories of financial instruments
The carrying values of the financial instruments of the Group are analysed below:
30 June 2014 | 30 June 2013 | 31 December 2013 | |
Carrying value | Carrying value | Carrying value | |
$m | $m | $m | |
Financial assets | |||
Fair value through profit or loss - foreign exchange contracts a | 1.5 | 5.7 | 1.5 |
Derivative instruments held in fair value hedges b | 6.9 | 6.2 | 5.5 |
Derivative instruments held in cash flow hedges | 5.2 | 1.3 | 6.6 |
Available for sale investments | 9.1 | - | 8.5 |
Trade and other receivables (including cash and cash equivalents) c, d | 430.4 | 409.3 | 434.1 |
453.1 | 422.5 | 456.2 | |
Financial liabilities | |||
Fair value through profit or loss - foreign exchange contracts a | (4.9) | - | (4.4) |
Derivative instruments held in fair value hedges b | (1.4) | (3.1) | (5.6) |
Derivative instruments held in cash flow hedges | (4.1) | (9.5) | (3.5) |
Derivative instruments held in net investment hedges | - | - | - |
Borrowings and other payables d | (1,005.5) | (816.4) | (919.4) |
(1,015.9) | (829.0) | (932.9) |
a The foreign exchange contracts disclosed as fair value through profit or loss are not designated in a formal hedging relationship and are used to hedge foreign currency flows through the BBA Aviation plc company bank accounts to ensure that the Group is not exposed to foreign exchange risk through the management of its international cash management structure.
b Derivative instruments held in fair value hedges are designated in formal hedging relationships and are used to hedge the change in fair value of fixed rate US dollar borrowings.
c Recoveries from third parties in respect of environmental and other liabilities totalling $4.4m (30 June 2013: $6.5m; 31 December 2013: $4.4m) are included within trade and receivables.
d The carrying value of trade and other receivables, and other payables approximates their fair value.
8 Financial instruments (continued)
Derivative financial instruments
The fair values and notional amounts of derivative financial instruments are shown below. The fair value on initial recognition is the transaction price unless part of the consideration given or received is for something other than the instrument itself. The fair value of derivative financial instruments is subsequently calculated using discounted cash flow techniques or other appropriate pricing models. All valuation techniques take into account assumptions based upon available market data at the balance sheet date. The notional amounts are based on the contractual gross amounts at the balance sheet date.
The fair values of the available for sale investments and derivative financial instruments are categorised within Level 2 of the fair value hierarchy on the basis that their fair value has been calculated using inputs that are observable in active markets which are related to the individual asset or liability. The Group does not have any derivative financial instruments which would be categorised as either Level 1 or 3 of the fair value hierarchy.
30 June 2014 | 30 June 2014 | 30 June 2013 | 30 June 2013 | 31 December 2013 | 31 December 2013 | |
Notional amount | Fair value | Notional amount | Fair value | Notional amount | Fair value | |
Derivative financial assets | $m | $m | $m | $m | $m | $m |
Cash flow hedges | ||||||
Interest rate swaps | (135.0) | 0.4 | (135.0) | 1.2 | (310.0) | 1.5 |
Foreign exchange forward contracts | (60.6) | 4.8 | (8.1) | 0.1 | (104.1) | 5.1 |
Fair value hedges | ||||||
Interest rate swaps | (195.0) | 6.9 | (195.0) | 6.2 | (120.0) | 5.5 |
Derivatives not in a formal hedging relationship | ||||||
Foreign exchange forward contracts | (115.5) | 1.5 | 340.6 | 5.7 | (51.6) | 1.5 |
(506.1) | 13.6 | 2.5 | 13.2 | (585.7) | 13.6 | |
30 June 2014 | 30 June 2014 | 30 June 2013 | 30 June 2013 | 31 December 2013 | 31 December 2013 | |
Notional amount | Fair value | Notional amount | Fair value | Notional amount | Fair value | |
Derivative financial liabilities | $m | $m | $m | $m | $m | $m |
Cash flow hedges | ||||||
Interest rate swaps | (370.0) | (3.7) | (445.0) | (5.5) | (345.0) | (3.3) |
Foreign exchange forward contracts | 7.7 | (0.4) | (105.5) | (4.0) | 11.5 | (0.2) |
Fair value hedges | ||||||
Interest rate swaps | (105.0) | (1.4) | (105.0) | (3.1) | (180.0) | (5.6) |
Derivatives not in a formal hedging relationship | ||||||
Foreign exchange forward contracts | 345.9 | (4.9) | 1.2 | - | 349.0 | (4.4) |
(121.4) | (10.4) | (654.3) | (12.6) | (164.5) | (13.5) | |
Adjustments relating to the credit risk of BBA Aviation plc and its counterparties, as defined within IFRS 13, are immaterial in the current period and prior periods.
9 Cash flow from operating activities
Six months ended 30 June 2014 | Six months ended 30 June 2013 | Year ended 31 December 2013 | |
$m | $m | $m | |
Operating profit | 78.1 | 78.8 | 169.4 |
Share of profit from associates and joint arrangements | (0.6) | (0.4) | (1.4) |
Profit from operations | 77.5 | 78.4 | 168.0 |
Depreciation of property, plant and equipment | 28.6 | 27.3 | 53.9 |
Amortisation of intangible assets | 9.2 | 8.4 | 16.6 |
Profit on sale of property, plant and equipment | (0.3) | (0.1) | (0.7) |
Share-based payment expense | 4.6 | 3.5 | 6.0 |
Increase in provisions | 1.1 | 1.1 | 2.5 |
Decrease in net pension liability | (5.3) | (2.9) | (8.3) |
Other non-cash items | 1.0 | 1.0 | 0.7 |
Unrealised foreign exchange movements | 0.2 | (1.0) | 0.1 |
Operating cash inflows before movements in working capital | 116.6 | 115.7 | 238.8 |
(Increase)/decrease in working capital | (49.2) | (25.7) | 21.7 |
Cash generated by operations | 67.4 | 90.0 | 260.5 |
Income taxes paid | (20.1) | (6.2) | (17.8) |
Net cash inflow from operating activities | 47.3 | 83.8 | 242.7 |
Dividends received from associates | 0.1 | 1.1 | 1.3 |
Purchase of property, plant and equipment | (37.3) | (33.5) | (71.0) |
Purchase of intangible assets 1 | (28.4) | (3.3) | (7.0) |
Proceeds from disposal of property, plant and equipment | 0.6 | 0.6 | 1.7 |
Interest received | 2.5 | 0.8 | 4.1 |
Interest paid | (18.4) | (6.5) | (25.2) |
Interest element of finance leases paid | (0.1) | (0.1) | (0.1) |
Free cash flow | (33.7) | 42.9 | 146.5 |
1 Purchase of intangible assets excludes $10.3 million (30 June 2013: $2.1 million; 31 December 2013: $11.8 million) paid in respect of Ontic licences since the directors believe these payments are more akin to expenditure in relation to acquisitions, and are therefore outside of the Group's definition of free cash flow. These amounts are included within purchase of intangible assets on the face of the cash flow statement.
10 Acquisitions
During the period the Group made the following acquisitions:
· On 17 February 2014, the Group acquired the assets of Skytanking USA Inc for a cash consideration of $18.5 million.
· On 26 February 2014, the Group acquired the FBO assets of the Jets facility at Biggin Hill for cash consideration of $0.5 million and deferred consideration of $0.2 million.
· On 30 April 2014, the Group announced the purchase of Jet Systems for a cash consideration of $38.5 million.
The net assets acquired and goodwill arising on these acquisitions are set out below:
Signature Westchester | Signature Biggin Hill | ASIG Skytanking | Total | |
$m | $m | $m | $m | |
Intangible assets | 2.7 | - | 5.9 | 8.6 |
Property, plant and equipment | 6.7 | - | 4.6 | 11.3 |
Inventories | 0.1 | - | 0.1 | 0.2 |
Cash and cash equivalents | - | - | 2.9 | 2.9 |
Payables | - | - | (2.9) | (2.9) |
Net assets | 9.5 | - | 10.6 | 20.1 |
Goodwill | 29.0 | 0.7 | 7.9 | 37.6 |
Total consideration | 38.5 | 0.7 | 18.5 | 57.7 |
| ||||
Satisfied by: | ||||
Total consideration | 38.5 | 0.7 | 18.5 | 57.7 |
Deferred consideration | - | (0.2) | - |
(0.2)
|
Net cash consideration | 38.5 | 0.5 | 18.5 | 57.5 |
| ||||
Net cash outflow arising on acquisition | ||||
Cash consideration | 38.5 | 0.7 | 18.5 | 57.7 |
Cash and cash equivalents acquired | - | - | (2.9) | (2.9) |
38.5 | 0.7 | 15.6 | 54.8 |
Due to the proximity of the acquisitions to the period end the fair values set out above are provisional and are subject to amendment on finalisation of the fair value exercises. In addition to the above fair values, a decrease to goodwill of $0.4 million has been made in respect of prior year Flight Support acquisitions and is the result of completing the final fair value exercises on these acquisitions.
Costs of $2.5 million comprising the directly attributable costs of acquisition of $0.6 million and costs relating to aborted acquisitions totalling $1.9 million are included within other operating expenses.
The goodwill arising on these acquisitions is attributable to the anticipated profitability arising from the growth of the Signature network, expansion of the Group's ASIG business, together with anticipated future operating synergies. $37.6m of the goodwill is expected to be deductible for income tax purposes.
In the period since acquisition, the operations acquired have contributed $32.9 million and $2.9 million to revenue and operating profit respectively. If the acquisitions had occurred on the first day of the financial year, the total revenue and operating profit from these acquisitions is estimated to be $93.8 million and $8.2 million respectively.
11 Disposals and assets and associated liabilities classified as held for sale
On 3 February 2014, the Group disposed of its 100% shareholdings in APPH Limited (APPH UK) and APPH Wichita Inc (Wichita), part of the Aftermarket Services segment, to Héroux-Devtek for cash proceeds of $128.0 million. During the six months to 30 June 2014, the Group also closed its APPH Houston operations. The net gain of $27.8 million from these transactions is included within exceptional items in the consolidated income statement (see note 3) and is analysed as follows:
Six months ended 30 June 2014 | |||
$m | |||
Gain on disposal of APPH UK and Wichita | 42.3 | ||
Net costs associated with closure of APPH Houston | |||
- Cash |
| 4.1 | |
- Non-cash |
| (18.6) | |
(14.5) | |||
Net gain on disposal of business | 27.8 |
The gain on disposal of APPH UK and Wichita of $42.3 million is analysed below:
Six months ended 30 June 2014 | |||
$m | |||
Goodwill | 8.5 | ||
Intangible assets | 0.8 | ||
Property, plant and equipment | 12.0 | ||
Inventories | 51.6 | ||
Trade and other receivables | 22.0 | ||
Deferred taxation asset | 0.3 | ||
Cash and cash equivalents | 3.8 | ||
Trade and other payables | (19.0) | ||
Borrowings | (0.2) | ||
Net assets divested | 79.8 | ||
Foreign exchange | (0.4) | ||
Directly related costs of disposal | |||
- cash |
| 5.8 | |
- non-cash |
| 0.5 | |
6.3 | |||
Net gain on sale of APPH UK and Wichita | 42.3 | ||
Sale proceeds | 128.0 | ||
The cash proceeds received on the disposal of APPH UK and Wichita, net of disposal costs paid to 30 June 2014, and cash and cash equivalents disposed, together with net cash received of $4.1 million in respect of the closure of APPH Houston, resulted in a cash inflow of $122.7million.
On 15 April 2014, ASIG sold its 50% share of joint venture operations with Skytanking at Munich and Vienna airports, together with its airport fuel operations at Linz and Klagenfurt airports in Austria on 16 April 2014, to Skytanking for $3.3 million. The net gain on disposal was $nil. The cash proceeds received, net cash and cash equivalents disposed of and disposal costs paid to 30 June 2014, resulted in a cash inflow of $2.6 million.
Following the resolution of the Board on 19 December 2013 to dispose of the APPH business, the assets and liabilities of APPH Limited and APPH Wichita Inc were classified as held for sale on the balance sheet as at 31 December 2013 as follows:
31 December 2013 | |||
$m | |||
Assets classified as held for sale | 91.5 | ||
Liabilities associated with assets classified as held for sale | (17.9) | ||
Net assets classified as held for sale | 73.6 |
12 Related party transactions
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are detailed below.
During the period, Group companies entered into the following transactions with related parties who are not members of the Group:
Sale of goods | Purchases of goods | |||||
30 June 2014 | 30 June 2013 | 31 December 2013 | 30 June 2014 | 30 June 2013 | 31 December 2013 | |
$m | $m | $m | $m | $m | $m | |
Associates and joint arrangements | 8.1 | 8.2 | 16.3 | 268.4 | 228.3 | 454.7 |
Amounts owed by related parties | Amounts owed to related parties | |||||
30 June 2014 | 30 June 2013 | 31 December 2013 | 30 June 2014 | 30 June 2013 | 31 December 2013 | |
$m | $m | $m | $m | $m | $m | |
Associates and joint arrangements | 2.5 | 2.5 | 2.1 | 39.9 | 21.2 | 42.6 |
Purchases of goods principally relates to the purchase of aviation fuel. Purchases were made at market price, discounted to reflect the quantity of goods purchased. The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received.
In addition, at the balance sheet date, Group companies had loan receivables from an associated undertaking of $2.5 million (30 June 2013: $2.7 million; 31 December 2013: $2.4 million). The loans are unsecured and will be settled in cash, and were made on terms which reflect the relationships between the parties.
The Group operates various pension and other post-retirement benefit schemes for its employees. Details are set out in note 13.
13 Retirement obligations
The defined benefit obligation at 30 June 2014 for the UK Income and Protection Plan (the "IPP") under IAS 19 is estimated based on the latest actuarial valuation as at 31 March 2012, with assumptions updated to reflect market conditions as at 30 June 2014 where appropriate. The defined benefit plan assets have been updated to reflect their market value as at 30 June 2014. The Group's foreign retirement obligations relate to a number of funded final salary defined benefit pension arrangements in North America. Pension costs are calculated by independent qualified actuaries, using the projected unit method and assumptions appropriate to the arrangements in place.
As at 30 June 2014, the IAS 19 valuations of the UK and US schemes indicate a net deficit of $47.6 million (30 June 2013: $55.6 million; 31 December 2013: $34.0 million), which when combined with the minimum funding liability recognised in accordance with IFRIC 14, of $49.2 million (30 June 2013: $5.8 million; 31 December 2013: $23.6 million) gives a combined liability recognised on the balance sheet of $96.8 million (30 June 2013: $61.4 million; 31 December 2013: $57.6 million).
The actuarial valuation of the UK Income and Protection Plan (the "IPP") as at 31 March 2012 indicated a funding deficit of £30.4 million ($48.6 million). As agreed with the Trustees of the IPP, BBA made deficit contribution payments to the IPP of £4.7 million ($7.7 million) during 2013 as originally planned, plus £2.4 million ($4.0 million) in the first half of 2014. The Company pays £1.2 million ($2.0 million) per annum to meet the costs of running the IPP. The next triennial valuation is due to be undertaken during 2015.
During the first half of 2014, the Group agreed a new long-term funding package with the Trustee of the IPP, following the sale of APPH Limited. This new funding package replaced the deficit contributions agreed with the Trustee as part of the 2012 triennial valuation of the IPP. As part of this funding package, an Asset-Backed Funding (ABF) structure was put in place, which entitles the Trustee to receive payments of £2.7 million ($4.5 million) each year until 2034. In addition, the Group agreed to make an additional payment of £4.2 million ($7.0 million) by 31 January 2015.
13 Retirement obligations (continued)
The ABF structure consists of a Scottish Limited Partnership (SLP), formed between two newly incorporated subsidiaries of the Group and the Trustee of the IPP. The SLP has a long-term inter-company loan receivable due from Ontic Engineering & Manufacturing UK Limited (Ontic), on which annual interest payments of £2.7 million ($4.5 million) are due over the term of the loan. The SLP will make quarterly profit distributions of the interest payments received from Ontic to the IPP, totalling £2.7 million ($4.5 million) per annum. The Trustee of the IPP acquired its interest in the SLP via an in-specie contribution from BBA.
The ABF structure has been established so that the three newly created entities are consolidated into the Group's financial statements. In addition, the interest in the SLP held by the IPP is not treated as an asset under IAS19, and therefore is not included as part of the Group's pensions disclosures under IAS19. Instead, the payments due to the IPP are treated as a series of payments which the Group has committed to make.
The additional liability recognised on the balance sheet in respect of IFRIC 14 arises as the Group does not have an unconditional right to a return of any surplus in the IPP. As a result, the Group is required to recognise an additional deficit to allow for future contributions it has committed to pay.
14 Share capital
Ordinary share capital as at 30 June 2014 amounted to $252.3 million (30 June 2013: $251.8 million; 31 December 2013: $251.8 million). During the period the Group issued 0.9 million (30 June 2013: 0.6 million; 31 December 2013: 0.7 million) of ordinary shares to satisfy options exercised and the vesting of share awards under the Group's various share schemes. The consideration for shares issued in respect of share options was $0.5 million (30 June 2013: $0.3 million; 31 December 2013: $0.5 million). During the period, the company acquired 7.6 million shares as part of the share buy-back programme.
The number of shares in issue as at 30 June 2014 was 481.4 million (30 June 2013: 480.3 million; 31 December 2013: 480.4 million).
15 Post Balance Sheet Events
On 1 August 2014, the Group acquired 100% of the share capital of Ross Scottsdale LLC, an FBO operating at Scottsdale AirCenter in Arizona, for a cash consideration of $55.8 million.
On 25 July 2014, the Group acquired substantially all of the assets of Metro Flight Services Inc, a FBO operating at the Detroit Metropolitan Wayne County Airport in Michigan, for a cash consideration of $6.25 million.
16 Risks and uncertainties
There are a number of potential risks and uncertainties which could have a material impact on the Group's performance over the remaining six months of the financial year and could cause actual results to differ materially from expected and historical results. The directors do not consider that the principal risks and uncertainties have changed since the publication of the annual report for the year ended 31 December 2013. A detailed explanation of the risks and how these risks are mitigated can be found on page 21 of the 2013 annual report which is available at www.bbaaviation.com. The risks and uncertainties are summarised below:
· General economic downturn leading to a reduction in revenues and profits as a result of reduced B&GA and commercial flying and military expenditure.
· Catastrophic global event (terrorism, weather) with a material impact on global air travel leading to a reduction in revenues and profits as a result of reduced B&GA and commercial flying.
· Legislative changes causing a material increase to the cost of BG&A flight relative to alternatives leading to a reduction in revenues and profits as a result of a reduction in B&GA flying hours.
· Ability to attract and retain high quality and capable people resulting in a loss of key personnel, lack of internal successors to key management roles, and short to medium term disruption to the business.
· Potential liabilities from defects in services and products resulting in adverse reputational impact with associated deterioration in customer relationships and a loss of earnings from liability claims.
· Intentional or inadvertent non-compliance with legislation leading to adverse reputational impact and exposure to potential litigation or criminal proceedings.
· Environmental exposures resulting in a loss of earnings from the cost to remediate or from potential litigation, the potential for the loss of licence to operate, or greater than expected liabilities associated with historical operations.
Independent Review Report to BBA Aviation plc
We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2014 which comprises the consolidated income statement, consolidated statement of comprehensive income, consolidated balance sheet, consolidated cash flow statement, consolidated statement of changes in equity and related notes 1 to 16. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the company 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. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting," as adopted by the European Union.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.
Scope of review
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 inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and 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.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2014 is 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.
Deloitte LLP
Chartered Accountants and Statutory Auditor
London, United Kingdom
4 August 2014
Related Shares:
SIG.L