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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Wood Group (john) Plc | LSE:WG. | London | Ordinary Share | GB00B5N0P849 | ORD 4 2/7P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 1.80 | 0.93% | 195.80 | 193.20 | 193.50 | 195.90 | 191.30 | 193.80 | 4,176,062 | 16:35:16 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Engineering Services | 5.9B | 464M | 0.6707 | 2.88 | 1.34B |
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TIDMWG.
17 February 2015
Full year results for the year ended 31 December 2014
Growth in 2014 led by performance in Wood Group PSN Production Services
Financial Summary
Performance in line with expectations and up on 2013 led by strong growth in
Wood Group PSN Production Services
Total Revenue of $7,616.4m up 7.8% on 2013 ($7,064.2m) and Total EBITA of
$549.6m up 3.1% on 2013 ($533.0m)
Revenue from continuing operations on an equity accounting basis up 14.3% at
$6,574.1m (2014: $5,753.2m)
Profit from continuing operations on an equity accounting basis before tax and
exceptional items (but after tax on JV profits) up 10.9% at $414.5m (2013:
$373.7m)
Adjusted diluted EPS of 99.6 cents (2013: 98.6 cents)
Total dividend of 27.5 cents per share (2013: 22.0 cents) up 25%; intention
remains to increase US dollar dividend per share from 2015 onwards by double
digit percentage
Strong cash generation and robust balance sheet providing security and
flexibility
$217.3m invested in strategic M&A
Internal SG&A cost reductions and deferrals of over $30m to be delivered
Anticipate performance in 2015 to demonstrate relative resilience in a
challenging market
Segmental Headlines
Wood Group Engineering
Lower contribution from Upstream as anticipated
Service offering enhanced through the acquisition of Agility Projects in Norway
Well positioned to unlock value for clients and influence overall project costs
through high quality engineering
Wood Group PSN
Production Services
Strong EBITA growth of 30.4% driven by performance in US shale, including
Elkhorn acquired in 2013, and growth in the North Sea
High contract renewal success rate in UK North Sea providing good visibility
into 2015 and beyond
Expanded service offering through acquisitions including Swaggart in US
Turbine Activities
Reduction in EBITA reflecting a lack of EPC volumes; reached final settlement
agreement on Dorad
Ian Marchant, Chairman commented:
"The Group performed well in 2014, delivering in line with expectations against
a backdrop of a steep decline in oil price towards the end of the year. We will
continue to help customers increase productivity in their new projects and
existing operations. In line with our focus on customer efficiency, we are also
implementing internal cost and efficiency measures to ensure we remain
competitive. We will remain a reimbursable, asset light business with a balance
of opex and capex activities, a broad range of longer term contracts and
significant customer and geographic diversification. As we look to 2015, we
expect financial performance to demonstrate the quality of our people and the
relative resilience of our business in a challenging market, and we will see
the full year benefit from completed acquisitions."
Notes:
Wood Group is an international energy services company with over $7bn sales.
The Group is built on our Core Values and has two reporting segments - Wood
Group Engineering and Wood Group PSN - providing a range of engineering,
production support and turbine services to the oil & gas, and power sectors.
See detailed footnotes following the Financial Review. Total Revenue and Total
EBITA include the contribution from joint ventures and activities classified as
discontinued, which includes the results of the businesses that transferred to
the EthosEnergy joint venture prior to its formation in May.
Enquiries:
Wood Group
Andrew Rose - Group Head of Investor Relations
Carolyn Smith - External Affairs Manager 01224 851 000
Brunswick
Patrick Handley 020 7404 5959
Nina Coed
There will be an analyst and investor presentation at the Lincoln Centre, 18
Lincoln's Inn Fields, WC2A 3ED at 09.00. Early registration is advised from 08.30.
A live webcast of the presentation will be available from www.woodgroup.com/investors.
Replay facilities will be available later in the day.
Chairman's Statement
In May, following the retirement of Allister Langlands, I was delighted to be
appointed non-executive Chairman of Wood Group; a business with tremendous
people, a comprehensive range of value adding services, and operating in a
market with strong long term fundamentals, notwithstanding the current lower
oil price environment.
Markets
In 2014, we saw the anticipated reduction in capex by many operators as they
looked to increase efficiency on capital projects although some areas, such as
independents in North America and NOCs, generally continued to increase
expenditure. Towards the end of 2014 we witnessed a decline in the oil price.
The impact of this and actions we are taking as a result are
addressed in this report.
Dividend
The Group performed well in 2014, delivering in line with expectations. In
February, we outlined our expectation of an increase in the 2014 dividend by
around 25%. The Board has recommended a final dividend of 18.6 cents per share,
which makes a total distribution for the year of 27.5 cents, an increase of
25%. Reflecting our confidence in longer term growth, our intention remains to
increase the US dollar dividend per share for 2015 onwards by a double digit
percentage.
Board changes
Allister Langlands retired as Chairman in May having held the role since 2012,
being CEO prior to that from 2007 and deputy CEO from 1999. He was an excellent
leader of Wood Group and the Board, and we are grateful for his extraordinary
contribution.
In November, we announced that Alan Semple, our long serving Chief Financial
Officer (CFO), will retire from the Board in May 2015. David Kemp will succeed
Alan in the role of Group CFO. David joined the Group in 2013 as Wood Group PSN
CFO and has demonstrated sound judgement, financial acumen and knowledge in his
role. Also in November, we announced a new role of Chief Operating Officer
(COO) in recognition of the increasing breadth of the Group's operations and
longer term growth potential. Robin Watson, currently CEO of Wood Group PSN,
will take on this role during the first half of 2015.
Mike Straughen, Group Director of Health, Safety, Security and Environment
(HSSE), retired from the Board in June 2014. Mike served on the Board since
2007, initially as Chief Executive of Wood Group Engineering. He oversaw
impressive growth in the Group's Engineering business globally and made a
significant contribution in leading the Group HSSE function. At the AGM in May,
Michel Contie will also step down from the Board having served for five years
as a non-executive director.
Outlook
We will continue to be directed by our Core Values. We will focus on helping
customers increase productivity and efficiency in new projects and existing
operations and extend asset lives, while recognising safety as the number one
priority. In conjunction with our focus on customer efficiency, we are also
implementing internal cost and efficiency measures to ensure we remain
competitive.
We will remain a reimbursable, asset light business with a balance of opex and
capex activities, a broad range of longer term contracts and significant
customer and geographic diversification. As we look to 2015, we expect
financial performance to demonstrate the relative resilience of our underlying
business in a challenging market and we will see the full year benefit from
completed acquisitions.
CEO Review
2014 2013 %
$m $m Change
Total Revenue 7,616.4 7,064.2 7.8%
Total EBITA1 549.6 533.0 3.1%
EBITA Margin 7.2% 7.5% (0.3pts)
Revenue from continuing operations on an equity 6,574.1 5,753.2 14.3%
accounting basis
Profit from continuing operations before tax and 414.5 373.7 10.9%
exceptionals (after tax on JV profits) on an equity
accounting basis
Basic EPS 87.9c 81.4c 8.0%
Adjusted diluted EPS2 99.6c 98.6c 1.0%
Total Dividend 27.5c 22.0c 25%
ROCE 17.7% 19.4% (1.7pts)
Note: The commentary on trading performance is presented based on
proportionally consolidated numbers, which is the basis used by management to
run the business. Total Revenue and Total EBITA include the contribution from
joint ventures and activities classified as discontinued, which includes the
results of the businesses that transferred to the EthosEnergy joint venture
prior to its formation in May.
Financial
The Group performed well in 2014, delivering EBITA of $549.6m up 3.1% and AEPS
of 99.6c up 1.0% in line with expectations, against a backdrop of increased focus
on efficiency by operators and a decline in oil price in the 4th quarter. The
Group's financial performance reflected the impact of completed strategic
acquisitions and our diversified portfolio of geographic markets, customers and
services which positioned the Group well to benefit from areas of growth such
as the US onshore market. Overall, the results reflect strong growth in Wood
Group PSN Production Services more than offsetting the anticipated reduction in
Wood Group Engineering and weaker performance in Turbine Activities.
Our strong balance sheet provides us with both security and flexibility. In
early 2015 we extended our $950m bilateral borrowing facilities to 2020 and
achieved a material improvement in pricing. Also in 2014, we issued $375m of
unsecured notes in the US private placement market, which further diversified
our funding and extended the maturity profile. Average net debt during the year
was $416.4m including JVs, and net debt at the year-end on a similar basis was
$295.7m, around the lower end of our stated preferred range of 0.5x-1.5x net
debt to EBITDA.
Operational
In 2014, we continued to deliver our strategy underpinned by our focus on
safety, organic growth, collaboration, acquisitions and risk management.
The safety of our people and those affected by what we do is our top priority.
In 2014, across our workforce we had no fatalities and our total recordable
case frequency (TRCF) and our lost work case frequency (LWCF) measures both
showed improvement in the year. In August, we appointed a new Group Head of
HSSE, Nina Schofield, to continue our focus on improvement and further
developing assurance across the Group.
Organic growth has accounted for close to 70% of the Group's growth since IPO
and remains a primary objective. As such we continued to enhance our approach
and processes in 2014, identifying and securing opportunities across our
business through over 2,000 individual contract awards. Our order book relative
to future sales is at the lower end of 6-9 months in our Engineering business
and over 12 months in Wood Group PSN Production Services.
Collaboration has been an important focus area in the year. Working together as
a Group developing the strong relationships we have with our customers has
increased our pipeline of opportunities and we have secured several contracts
including ExxonMobil in Malaysia, Tatweer in Saudi Arabia and Cabinda in
Angola, which we do not believe would otherwise have been possible.
In 2014, we have seen the full year benefit of the successful acquisitions of
Elkhorn in the US and Pyeroy in the UK, both of which have delivered notable
growth since acquisition in 2013. We invested a further $217.3m on M&A in the
year. We acquired Sunstone, a Calgary based pipeline consultancy; Cape
Software, a Texas based training and process simulation company; Meesters, a
specialist fabrication business in the Bakken shale region; Agility Projects
AS, an offshore greenfield and brownfield company in the Norwegian sector of
the North Sea; and in December we acquired Swaggart, a provider of civil
construction and fabrication services in in the US. We also entered into a
joint venture with Siemens, EthosEnergy, in May, to improve the longer term
positioning of our less differentiated Turbine Activities.
Our risk profile remains key to how we manage the business and establish an
appropriate balance of through-cycle resilience with upside potential. We
strive to maintain a diversified portfolio of geographic markets, customers and
services. We are an asset light people business with significant flexibility,
and around 60% of our revenues are customer opex driven relating to existing
production. We are also a primarily reimbursable business with around 95% of
Group revenue on this basis.
Reaction to a lower oil price environment
We are taking a number of actions in the lower price environment. Firstly, we
are increasing our business development focus, highlighting how we can help our
customers achieve their objective of reduced cost and increased efficiency. The
lower oil price brings challenges for our customers, and we are in active
discussions with them to assess how we can work together to improve performance
from new and existing assets and reduce costs without affecting the safety or
the integrity of the assets they operate. We are implementing plans to maintain
and increase our own efficiency to ensure our ongoing competitiveness. This
will continue to emphasise the importance of collaboration across Wood Group;
management of our people utilisation levels; a range of short term and longer
term actions designed to manage and reduce cost; and increased focus on credit
risks. Our internal focus on efficiency is anticipated to lead to cost
reductions and deferrals over $30m in comparison to 2014. Alongside this,
we will continue to look to make value adding acquisitions that are
consistent with our strategy but will apply tougher filters on these
acquisitions reflecting the macro environment.
The resilience of our through cycle model is demonstrated in the historic
earnings growth profile of the Group. I have confidence that my management
team's significant experience and long record of success in cyclical oil and
gas markets will ensure we take the steps necessary to maximise performance in
the new commodity price environment.
Wood Group Engineering
Through Wood Group Mustang and Wood Group Kenny, we provide a wide range of
market leading engineering services to the upstream, subsea & pipeline,
downstream, chemical, process & industrial and clean energy sectors. These
include conceptual studies, engineering, project and construction management
(EPCM) and control system upgrades.
2014 2013 %
$m $m Change
Revenue 2,130.7 1,985.4 7.3%
EBITA 232.0 246.0 (5.7%)
EBITA margin 10.9% 12.4% (1.5pts)
People3 11,200 10,600 5.7%
In Wood Group Engineering, revenue increased by 7.3%, EBITA decreased by 5.7%
and EBITA margin fell by 1.5pts to 10.9%, reflecting lower margins in Upstream.
Subsea & Pipelines and Downstream continued to perform well, however
performance overall was impacted by the anticipated lower contribution from
Upstream, which saw growth in onshore activity but was impacted by a reduction
in US offshore and in Canadian oil sands.
Our Upstream business accounted for around 40% of Engineering revenue.
Following the substantial completion of our scope on Mafumeira Sul and Ichthys
in 2013 and the deferral of a number of projects as clients reassessed larger
developments, we saw a slower pace in the award of significant replacement
detailed offshore engineering contracts in 2014. Notwithstanding this, we
remained active on detailed engineering for offshore work including Det
Norske's Ivar Aasen, Anadarko Heidelberg and Hess Stampede which was awarded
towards the end of the year; benefitted from onshore work in the US; and saw a
greater volume of early stage project work than in previous years. We believe
our involvement in early stage project work can significantly improve overall
costs and is an encouraging indicator of customers turning to engineering to
improve capital efficiency.
The acquisition of Agility Projects AS, with whom we had worked previously on
the Ivar Aasen contract, completed in September 2014. The acquisition of
Agility strengthens our offshore greenfield offering and adds a brownfield
platform engineering capability in the Norwegian sector of the North Sea.
Subsea & pipelines represented around 40% of Engineering revenue. Performance in our
subsea business has been led by good activity from our UK business, supporting
projects in Africa, the Middle East and the Caspian. This included activity
with BP on Shah Deniz and Tullow on the TEN project in Ghana where we have been
providing services including engineering and project management support. In
Australia, we are seeing the anticipated move to a higher proportion of
brownfield activity as current greenfield projects, such as Gorgon, are
completed. Our onshore pipelines business benefitted from US shale related
pipeline work.
Downstream, process & industrial activities accounted for around 20% of
revenue. We have seen some benefit of brownfield and greenfield work in
refining and chemicals markets, in part due to the continued benefit of lower
gas prices in the US.
Outlook
We remain well positioned to unlock value for clients and influence overall
project costs through the delivery of high quality engineering. While the
current oil price poses challenges for customers, we are confident that the
Engineering market will strengthen in the longer term, with the greater volume
of early stage projects in Upstream providing an encouraging indicator of
future activity.
Wood Group PSN
Production Services
We are a market leader in production facilities support focused on optimising
production and extending asset life safely. We provide life of field services
to producing assets through brownfield engineering and modifications,
production enhancement, operations and maintenance, facility construction and
maintenance management, training and abandonment services.
2014 2013 %
$m $m Change
Revenue 4,636.0 3,996.0 16.0%
EBITA 341.7 262.1 30.4%
EBITA margin 7.4% 6.6% 0.8pts
People 28,100 29,000 (3.1%)
Wood Group PSN's Production Services activities delivered strong growth, with
revenue up 16.0% and EBITA up 30.4%. This increase is primarily attributable to
performance in the Americas, led by higher margin US shale related activity,
including the benefit of Elkhorn acquired in December 2013, and growth in the
North Sea business.
In 2014, the Americas accounted for around 40% of Production Services revenue.
Our US onshore activities, which are predominantly shale related, grew
significantly, contributing over $1bn in revenue and were the largest
contributor to Production Services EBITA. Our shale activities include well
site preparation, infrastructure development and production related operations
& maintenance and around 55-60% are opex related. We strengthened our service
offering in 2014 with the addition of Meesters, a specialist fabrication
business in the Bakken region and the acquisition in December of Swaggart, a
civil construction and fabrication services business.
Our opex focused North Sea business accounted for 40% of revenue and remained
robust, benefitting from growth in Pyeroy, acquired in 2013. We secured
contract renewals worth in excess of $1.5bn which help maintain our leading
position and provide good visibility, including multi-year contracts with
Talisman Sinopec, BP and Enquest for the provision of engineering, procurement,
construction and maintenance services. We have seen a continued focus by
customers on their costs in the North Sea and have responded by delivering a
number of solutions including implementing two cuts to contractor rates in May
and December, which together reduce these costs to customers by around 20%. We
continue to work with our customers to safely deliver production optimisation,
asset life extension and operating cost management programmes which are
becoming increasingly important in this mature basin.
Internationally, we have secured and commenced work on a number of important
contracts. These include EPCM services for Woodside in Australia and ExxonMobil
in Malaysia, and brownfield engineering and procurement support work for
ExxonMobil in Papua New Guinea. In the Middle East we are seeing expansion in
Iraq with BP and Taqa. We anticipate fully exiting our contract with PDO in
Oman in mid-2015.
Outlook
Our focus on production related activity significantly weighted towards
customer opex will provide relative resilience in a more challenging market in
2015. We currently see opportunities for growth in a number of areas in 2015
including the Middle East, Africa and Australasia, and we will benefit from the
recent Swaggart acquisition in the US where we see a good longer term market
for our shale activities.
Turbine Activities
Through three joint venture arrangements, we provide industrial gas turbine and
rotating equipment repair, maintenance, overhaul and power plant EPC services
to the oil & gas and power sectors.
2014 2013 %
$m $m Change
Turbine JVs 818.6 896.9 (8.7%)
Dorad/GWF 31.1 185.9 (83.3%)
Total Revenue 849.7 1,082.8 (21.5%)
Turbine JVs 44.7 72.3 (38.2%)
Dorad/GWF (11.4) 8.5 n/m
Total EBITA 33.3 80.8 (58.8%)
Total EBITA Margin 3.9% 7.5% (3.6pts)
Our Turbine Activities comprise: the two joint ventures with Siemens,
EthosEnergy (Ethos) and RWG, and our joint venture with TransCanada,
TransCanada Turbines (TCT) (together "Turbine JVs"). Turbine Activities also
included the legacy Dorad EPC contract in 2014 and the Dorad and GWF contracts
in 2013.
In Turbine JVs, revenue fell 8.7% and EBITA fell 38.0% largely due to
performance in Ethos, which was adversely impacted by lower EPC project work,
and in the other JVs' overall which were impacted by lower volumes in certain
engine types.
On the Dorad contract we have reached agreement with the customer over a final
settlement position. The contract generated a profit overall, with a loss
recognised in 2014 of $11.4m.
Outlook
In 2015 we expect to see some recovery in performance in the Turbine JVs, led
by EthosEnergy where the focus will be on actions to improve performance,
including the delivery of synergies. Following a review of lump sum & fixed
price contracts in 2013, we will not pursue fixed price EPC contracts of
equivalent size and complexity to Dorad.
Financial Review
Trading performance
Trading performance is presented based on proportionally consolidated numbers,
which is the basis used by management to run the business. Total Revenue and
Total EBITA include the contribution from joint ventures and activities
classified as discontinued, which includes the results of the businesses that
transferred to the EthosEnergy joint venture prior to its formation in May. A
reconciliation to statutory measures of operating profit from Total EBITA is
presented below. A reconciliation to revenue and operating profit from
continuing operations excluding joint ventures is included in note 1 to the
Group financial statements.
2014 2013
$m $m
Total Revenue 7,616.4 7,064.2
Total EBITA 549.6 533.0
EBITA margin % 7.2% 7.5%
Amortisation - software and system (40.2) (44.5)
development
Amortisation - intangible assets from (61.0) (57.6)
acquisitions
EBIT 448.4 430.9
Net finance expense (24.2) (18.6)
Profit before tax and exceptional items 424.2 412.3
Taxation before exceptional items (115.5) (113.4)
Profit before exceptional items 308.7 298.9
Exceptional items, net of tax 27.6 1.6
Profit for the year 336.3 300.5
Basic EPS (cents) 87.9c 81.4c
Adjusted diluted EPS (cents) 99.6c 98.6c
The review of our trading performance is contained within the CEO Review
above.
Reconciliation of Total EBITA to operating profit per accounts
The table below sets out a reconciliation of EBITA to operating profit per the
group income statement before exceptional items. Operating profit on a post
exceptional basis by segment is included in note 1 to the financial statements.
2014 2013
$m $m
EBITA 549.6 533.0
Amortisation (101.2) (102.1)
EBIT 448.4 430.9
Tax and interest charges on joint (15.9) (11.6)
ventures included within operating
profit but not in EBITA
Operating loss/(profit) from 4.3 (27.8)
discontinued activities
Operating profit before exceptional 436.8 391.5
items per accounts
"Like for like" trading performance
The "like for like" pro forma performance of the Group, adjusting for
acquisitions and on a constant currency basis, is shown below. The 2013 results
have been restated to include the results of acquisitions made in 2013 (Elkhorn
and Pyeroy in Wood Group PSN Production Services and Intetech in Engineering)
as if they had been acquired on 1 January 2013 and also to apply the average
exchange rates used to translate the 2014 results. The 2014 results have been
restated to exclude the results of acquisitions made in 2014 (Meesters and
Swaggart in PSN Production Services and Cape, Sunstone and Agility in
Engineering).
Unaudited
2014 2014 2013 2013
Revenue EBITA Revenue EBITA
$m $m $m $m
Wood Group Engineering 2,019.8 222.5 1,981.8 246.1
Wood Group PSN - Production 4,621.9 341.4 4,409.5 299.8
Services
Wood Group PSN - Turbine 849.7 33.3 1,086.5 81.7
Activities
Central costs - (57.4) - (56.9)
Pro forma Revenue and EBITA 7,491.4 539.8 7,477.8 570.7
Acquisitions 125.0 9.8 (394.0) (38.5)
Constant currency adjustment - - (19.6) 0.8
Total Revenue and EBITA as 7,616.4 549.6 7,064.2 533.0
reported
Amortisation
The amortisation charge for 2014 including joint ventures on a proportional
basis of $101.2m (2013: $102.1m) includes $61.0m (2013: $57.5m) of amortisation
relating to intangible assets arising from acquisitions. Of this amount $27.7m
(2013: $38.5m) is in respect of the 2011 acquisition of PSN and $21.4m (2013:
$8.5m) relates to the acquisitions of Elkhorn and Mitchells. Amortisation in
respect of software and development costs was $40.2m (2013: $44.5m) and this
largely relates to engineering software and ERP system development.
Included in the amortisation charge for the year above is $2.3m (2013: $0.4m)
in respect of joint ventures.
Net finance expense
Net finance expense, including joint ventures on a proportional basis, is
analysed further below.
Full year Full year
2014 2013
$m $m
Interest on debt 12.9 10.2
Bank fees and charges 8.0 9.5
Interest and fees on US 4.7 -
private placement debt
Total finance expense 25.6 19.7
Finance income (1.4) (1.1)
Net finance expense 24.2 18.6
Interest cover4 was 22.7 times (2013: 28.7 times). In the second half of 2014,
the Group issued $375m of unsecured senior notes in the US private placement
market. The notes were issued at a mix of 7, 10 and 12 year maturities at an
average fixed rate of 3.74%. In early 2015 we also extended our $950m bilateral
borrowing facilities to 2020 and achieved a material improvement in pricing.
Included in the above are net finance charges of $1.9m (2013: $0.7m) in respect
of joint ventures.
Exceptional (income)/expense
Full year Full year
2014 2013
$m $m
Venezuela settlement (58.4) -
Integration and restructuring 7.5 15.9
charges
Lease termination income - (15.1)
Onerous contract (9.7) 28.0
Bad debt recoveries - (6.0)
Transaction related costs 23.0 11.1
Gain on divestment of Well Support - (34.4)
division
Total exceptional items pre-tax (37.6) (0.5)
Tax on exceptional items 10.0 (1.1)
Total exceptional items net of tax (27.6) (1.6)
In January 2014, the Group finalised a settlement agreement in respect of a
contract taken over by the Venezuelan national oil company, PDVSA, in 2009. A
gain of $58.4m has been recorded in the income statement. $5.5m of the
settlement relates to a minority shareholder.
Further restructuring charges of $7.5m have been recorded in the year in
relation to the decision made in 2013 to exit certain markets in Wood Group
PSN's Americas business.
In December 2013, the Group provided $28.0m in respect of Wood Group PSN's
contract in Oman. The provision has been reassessed at the end of 2014 with
$9.7m of the provision being released and credited to exceptional items.
Transaction related costs of $23.0m are in respect of EthosEnergy in 2014 and
are discussed below.
EthosEnergy Transaction
On 6 May, 2014 we entered a joint venture with Siemens, EthosEnergy, to improve
the longer term positioning of our less differentiated Turbine Activities.
Whilst Wood Group has a 51% shareholding in the new entity, all significant
decision making requires unanimous consent from both shareholders. Wood Group
does not have control and the business is therefore accounted for as a joint
venture.
The initial transaction was accounted for as follows:
$m $m
Book value of Wood Group net assets transferred to 541.8
EthosEnergy
Cash received and receivable (157.4)
Wood Group net assets disposed 384.4
Value of Wood Group's investment in EthosEnergy (384.4)
-
Wood Group costs associated with the creation of
EthosEnergy
Cumulative foreign exchange losses recycled through the 7.0
income statement
Transaction related costs 16.0 23.0
23.0
The value of the investment in EthosEnergy at 31st December 2014 reduced to $360.2m,
reflecting the post-tax results of EthosEnergy for the 8 months and foreign
exchange losses on the retranslation of the underlying net assets.
In respect of cash received and receivable of $157.4m, under the joint venture
agreement Wood Group received a 51% ownership interest in EthosEnergy and
EthosEnergy was required to pay Wood Group $70.0m, of which $21.0m was paid in
May 2014. In addition, $37.6m was paid by EthosEnergy in respect of post close
adjustments for working capital and indebtedness at the date of formation with
a further $49.8m payable in future periods.
Foreign exchange losses of $7.0m which were recorded in the currency
translation reserve in prior periods in relation to the businesses transferred
into EthosEnergy have been recycled through the income statement as required by
IAS 21.
Transaction costs include legal fees and other costs associated with the setup
of the joint venture, accelerated share based charges and a provision for
liabilities which the Group has retained as part of the joint venture
agreement.
An impairment review was carried out in December 2014 based on the latest
budgets and forecasts for EthosEnergy. The review was based on the budgeted and
forecast cash flows for the business and showed headroom of $32m using a 15%
pre-tax discount rate and a 3% terminal growth rate. A sensitivity analysis was
performed on the basis that the expected long-term growth rate falls to 2% and
the pre tax discount rate increased by 1% in order to assess the impact of
reasonable possible changes to the assumptions used in the impairment review.
The analysis showed that a 1% reduction in growth rate resulted in $1m of
headroom and a 1% increase in the discount rate resulted in a $10m shortfall.
Management view is that the investment in EthosEnergy is not impaired, in part
recognising that the management team of EthosEnergy have clear plans to improve
performance. The carrying value will continue to be monitored going forward.
Taxation
The effective tax rate on profit before tax and exceptional items including
joint ventures and discontinued operations on a proportionally consolidated
basis is set out below.
Full year Full year
2014 2013
$m $m
Profit before tax and exceptional 424.2 412.3
items
Tax before exceptional items 115.5 113.4
Effective tax rate on profit before 27.2% 27.5%
tax and exceptional items
The tax charge above includes $14.0m in relation to joint ventures (2013:
$10.9m).
Going forward we expect the medium term effective tax rate on a similar basis
to remain around 27.5%.
The effective tax charge under equity accounting is 23.8%. The pre-tax profit
number used to compute this figure includes the post- tax contribution from
joint ventures and as such we do not consider this to be a meaningful measure.
Earnings per share
Adjusted diluted EPS for the year was 99.6 cents per share (2013: 98.6 cents).
The average number of fully diluted shares used in the EPS calculation for the
period was 375.2m (2013: 373.5m).
Adjusted diluted EPS adds back all amortisation. If only the amortisation
related to intangible assets arising on acquisition is adjusted and no
adjustment is made for that relating to software and development costs, the
figure for 2014 would be 91.8 cents per share (2013: 90.0 cents).
Dividend
In February 2014, we signalled our confidence in the longer term outlook for
the Group and expectation of increasing the dividend in 2014 by around 25%, and
our intent to increase the US dollar value of dividend per share paid from 2015
onwards by a double digit percentage.
In line with our policy, the Board is recommending a final dividend of 18.6
cents per share, an increase of 25%, which, when added to the interim dividend
of 8.9 cents per share makes a total distribution for the year of 27.5 cents
per share (2013: 22.0 cents), an increase of 25%. The dividend is covered 3.6
times (2013: 4.5 times) by adjusted earnings per share.
Since IPO the Group has increased the dividend by an equivalent of 20% per
annum compound.
Cash flow and net debt
The cash flow and net debt position below has been prepared using equity
accounting for joint ventures, and as such does not proportionally consolidate
the cashflows, assets and liabilities of joint ventures. The gross and net debt
figures including joint ventures are below for information.
Full year Full year
2014 2013
$m $m
Opening net debt (excluding JV's) (325.3) (145.5)
Cash generated from operations pre 650.9 573.8
working capital (excluding JV's)
Working capital movements (excluding (79.5) (65.2)
JV's)
Cash generated from operations 571.4 508.6
Acquisitions (262.9) (290.4)
Capex and intangibles (110.2) (135.4)
Tax paid (84.9) (123.7)
Interest, dividends and other (114.7) (138.9)
Increase in net debt (1.3) (179.8)
Closing net debt (excluding JV's) (326.6) (325.3)
JV net cash 30.9 15.8
Closing net debt (including JV's) (295.7) (309.5)
Throughout the period the Group debt levels (including JV cash and debt) are
set out below.
Full Year Full Year
2014 2013
$m $m
Average net debt 416.4 258.4
Average gross debt 643.4 436.0
Closing net debt 295.7 309.5
Closing gross debt 559.3 493.0
Cash generated from operations pre-working capital increased by $77.1m to
$650.9m and post-working capital increased by $62.8m to $571.4m.
The majority of the higher working capital outflow of $79.5m in 2014 was due to
increased receivables. This was caused in part by higher levels of activity and
in part by an increase in average days sales outstanding in 2014 to 58 days
from 54 days in 2013.
Expenditure on Acquisitions of $262.9m ($290.4m) includes $217.3m relating to
the acquisitions of Agility, Sunstone, Meesters, Cape and Swaggarts. $40.8m
relates to payments made in respect of companies acquired in prior periods and
$4.8m relates to the acquisition of minority shareholdings.
Payments for capex and intangible assets were $110.2m (2013: $135.4m) and
included investment in plant and infrastructure related to our US shale
expansion, the ongoing requirement for updated design software in relation to
the Engineering businesses, plus our continued development of our ERP systems
across the Group.
Tax paid is lower in 2014 due to the timing of instalment payments in
certain jurisdictions. Payments for interest, dividend and other are lower in
2014 as a result of the purchase of shares by the employee share trusts in
2013, offset by higher dividend payments in 2014.
Summary Balance Sheet
The balance sheet below has been prepared using equity accounting for joint
ventures, and as such does not proportionally consolidate the joint ventures
assets and liabilities.
Dec Dec
2014 2013
$m $m
Non-current assets 2,739.6 2,276.3
Current assets 1,647.3 2,052.7
Current liabilities (1,093.9) (1,267.4)
Net current assets 553.4 785.3
Non-current liabilities (733.7) (645.3)
Net assets 2,559.3 2,416.3
Equity attributable to owners of 2,546.2 2,407.4
the parent
Non-controlling interests 13.1 8.9
Total equity 2,559.3 2,416.3
The increase in non-current assets during the year is largely related to the
investment in EthosEnergy, goodwill and other intangible assets added in
relation to acquisitions made, and expenditure on property, plant and
equipment.
The reduction in net current assets during the year is also largely related to
the investment in EthosEnergy, offset by higher receivables as noted in the
cash flow commentary above.
Capital efficiency
Net debt (including our share of JV net debt) to Total EBITDA was 0.5 times
(2013: 0.5 times). The Board would generally expect net debt to EBITDA to be in
a range of around 0.5 to 1.5 times going forward and to be typically below 1.0
times. There was no material change to the closing net debt to EBITDA figure if
adjusted for the pro forma impact of acquisitions. To the extent that the Group
has financial capacity which is surplus to the anticipated needs for
acquisitions and organic growth, and giving consideration to market conditions,
the Group would look to return this to shareholders through share buy backs or
special dividends.
The Group's Return on Capital Employed ("ROCE")5 including Turbine JVs reduced
from 19.4% to 17.7% due to higher average working capital, combined with higher
goodwill and other intangible assets recognised on acquisition and the lower
EBITA margin achieved in 2014.
The Group's ratio of average Operating Capital Employed to Revenue (OCER)6
including JVs worsened from 15.6% to 16.2%, as average operating capital grew
at a faster rate than revenue. This was primarily due to higher average working
capital in Wood Group PSN and Wood Group Kenny, offset by a reduction in Wood
Group Mustang.
Pensions
The majority of the Group's pension arrangements are on a defined contribution
basis. The Group operates one UK defined benefit scheme which had 1,167
deferred, pensionable deferred or pensionable members at 31 December 2014. The
scheme was closed to future accrual at 30 June 2014. A past service gain of
$6.7m arose as a result of the closure of the scheme and this amount has been
credited to administrative expenses in the income statement.
At 31 December 2014 the scheme had a deficit of $27.0m (2013: $41.2m) before
recognition of a deferred tax asset of $5.4m (2013: $9.1m). In assessing the
potential liabilities, judgment is required to determine the assumptions around
inflation, investment returns and member longevity. The reduction in the
deficit from 2013 was due to the closure of the scheme to future accrual and
the payment of additional contributions by the company during the year, offset
by actuarial losses.
Full details of pension assets and liabilities are provided in note 29 to the
Group financial statements.
Acquisitions
During the year the Group completed the acquisitions of Meesters, a specialist
fabrication business based in the Bakken shale region in North Dakota, Cape
Software, a Texas based provider of simulation software and services for
industrial control systems used by the oil & gas and other process-based
industries, Sunstone Projects, a pipeline consulting company providing
engineering, procurement and construction management services to clients in the
Canadian oil & gas industry, Agility Projects, a Norwegian engineering,
procurement, construction management, installation and commissioning company
and Swaggart Brothers, an Oregon-based provider of civil construction and
fabrication services to the US oil and gas and other sectors. The initial cost
of these acquisitions amounted to $217.3m, net of cash and borrowings acquired.
Wood Group PSN Production Services performance in the year was impacted by
provisioning against receivables in its US business, which also benefited from
credits resulting from a release of deferred consideration provisions relating
to prior period acquisitions. The release was in part related to provisions
taken, and the overall impact was not material.
***********************
Footnotes
1 Total EBITA represents operating profit including JVs on a proportional basis
of $486.0m (2013: $431.4m) before the deduction of amortisation of $101.2m
(2013: $102.1m) and exceptional income of $37.6m (2013: $0.5m) and is provided
as it is a key unit of measurement used by the Group in the management of its
business.
2 Adjusted diluted earnings per share ("AEPS") is calculated by dividing
earnings before exceptional items and amortisation, net of tax, by the weighted
average number of ordinary shares in issue during the period, excluding shares
held by the Group's employee share ownership trusts and adjusted to assume
conversion of all potentially dilutive ordinary shares.
3 Number of people includes both employees and contractors at 31 December
and includes our proportional share of joint ventures.
4 Interest cover is EBITA divided by the net finance expense.
5 Return of Capital Employed ("ROCE") is Total EBITA divided by average capital
employed calculated using proportional consolidation.
6 Operating Capital Employed to Revenue (OCER) is the average operating capital
employed (property, plant and equipment, intangible assets (excluding
intangibles recognised on acquisition), inventories and trade and other
receivables less trade and other payables) divided by total revenue.
JOHN WOOD GROUP PLC
GROUP FINANCIAL STATEMENTS
FOR THE YEAR TO 31ST DECEMBER 2014
Company Registration Number SC 36219
Consolidated income statement
for the year to 31 December 2014
2014 2013 (restated)
Pre- Exceptional Pre- Exceptional
Exceptional Items Exceptional Items
Items (note 4) Total Items (note 4) Total
Note $m $m $m $m $m $m
Revenue from continuing operations 1 6,574.1 - 6,574.1 5,753.2 - 5,753.2
Cost of sales (5,564.7) - (5,564.7) (4,803.3) - (4,803.3)
Gross profit 1,009.4 - 1,009.4 949.9 - 949.9
Administrative expenses (592.9) 50.9 (542.0) (588.3) 1.1 (587.2)
Share of post-tax profit from 20.3 9.7 30.0 29.9 (28.0) 1.9
joint ventures
Operating profit 1 436.8 60.6 497.4 391.5 (26.9) 364.6
Finance income 2 1.4 - 1.4 1.1 - 1.1
Finance expense 2 (23.7) - (23.7) (18.9) - (18.9)
Profit before taxation from 3 414.5 60.6 475.1 373.7 (26.9) 346.8
continuing operations
Taxation 5 (102.9) (10.0) (112.9) (83.1) 0.9 (82.2)
Profit for the year from 311.6 50.6 362.2 290.6 (26.0) 264.6
continuing operations
Profit from discontinued 27 (2.9) (23.0) (25.9) 8.3 27.6 35.9
operations, net of tax
Profit for the year 308.7 27.6 336.3 298.9 1.6 300.5
Profit attributable to:
Owners of the parent 299.9 22.1 322.0 294.3 1.6 295.9
Non-controlling interests 25 8.8 5.5 14.3 4.6 - 4.6
308.7 27.6 336.3 298.9 1.6 300.5
Earnings per share (expressed in
cents per share)
Basic 7 81.9 6.0 87.9 81.0 0.4 81.4
Diluted 7 79.9 5.9 85.8 78.8 0.4 79.2
The income statement for the year ended 31 December 2013 has been restated to
show the results from joint ventures under equity accounting as required by
IFRS 11 `Joint arrangements' (proportional consolidation was used previously).
Profit from discontinued operations represents the profit from the Wood Group
GTS businesses transferred to EthosEnergy for the period from January to April
2014.
The notes on pages 23 to 74 are an integral part of these consolidated
financial statements.
Consolidated statement of comprehensive income
for the year to 31 December 2014
2014 2013
Note $m $m
Profit for the year 336.3 300.5
Other comprehensive income/(expense)
Items that will not be reclassified to profit or loss 29 (16.5) 16.5
Re-measurement (losses)/gains on retirement benefit
obligations
Movement in deferred tax relating to retirement 5 3.3 (3.8)
benefit obligations
Total items that will not be reclassified to profit or (13.2) 12.7
loss
Items that may be reclassified subsequently to profit
or loss
Cash flow hedges 24 (0.1) 0.2
Tax credit relating to share option schemes 5 1.8 3.2
Tax credit relating to foreign exchange on net 5 15.0 -
investment in subsidiary
Exchange movements on retranslation of foreign 24 (147.4) (37.6)
currency net assets
Exchange movements on retranslation of non-controlling 25 (0.3) (0.2)
interests
Total items that may be reclassified subsequently to (131.0) (34.4)
profit or loss
Other comprehensive expense for the year, net of tax (144.2) (21.7)
Total comprehensive income for the year 192.1 278.8
Total comprehensive income for the year is 25 178.1 274.4
attributable to:
14.0 4.4
Owners of the parent
Non-controlling interests
192.1 278.8
Total comprehensive income for the period is
attributable to:
Continuing operations 218.0 242.9
Discontinued operations 27 (25.9) 35.9
192.1 278.8
Exchange movements on the retranslation of net assets could be subsequently
reclassified to profit or loss in the event of the disposal of a business.
Total comprehensive income from discontinued operations in 2013 includes $10.1m
share of profit from joint ventures.
The notes on pages 23 to 74 are an integral part of these consolidated
financial statements.
Consolidated balance sheet
as at 31 December 2014
2013
2014 (restated)
Note $m $m
Assets
Non-current assets
Goodwill and intangible assets 8 1,943.5 1,855.0
Property plant and equipment 9 194.6 187.3
Investment in joint ventures 10 460.0 137.8
Long term receivables 12 79.2 68.0
Deferred tax assets 19 62.3 28.2
2,739.6 2,276.3
Current assets
Inventories 11 9.1 11.4
Trade and other receivables 12 1,443.6 1,242.8
Income tax receivable 11.5 19.1
Assets held for sale 27 - 634.4
Cash and cash equivalents 13 183.1 145.0
1,647.3 2,052.7
Liabilities
Current liabilities
Borrowings 15 14.7 74.1
Trade and other payables 14 969.1 951.1
Liabilities held for sale 27 - 183.0
Income tax liabilities 110.1 59.2
1,093.9 1,267.4
Net current assets 553.4 785.3
Non-current liabilities
Borrowings 15 495.0 396.2
Deferred tax liabilities 19 3.9 -
Retirement benefit obligations 29 27.0 41.2
Other non-current liabilities 16 129.7 141.7
Provisions 18 78.1 66.2
733.7 645.3
Net assets 2,559.3 2,416.3
Equity attributable to owners of the parent
Share capital 21 23.7 23.6
Share premium 22 56.0 56.0
Retained earnings 23 2,142.8 1,856.6
Other reserves 24 323.7 471.2
2,546.2 2,407.4
Non-controlling interests 25 13.1 8.9
Total equity 2,559.3 2,416.3
The balance sheet as at 31 December 2013 has been restated to show the results
from joint ventures under equity accounting as required by IFRS 11 `Joint
arrangements' (proportional consolidation was used previously).
The financial statements on pages 18 to 74 were approved by the board of
directors on 16 February 2015.
Bob Keiller, Director Alan G Semple, Director
The notes on pages 23 to 74 are an integral part of these consolidated
financial statements.
Consolidated statement of changes in equity
for the year to 31 December 2014
Equity
attributable
to
owners of Non-
Share Share Retained Other the controlling Total
capital premium earnings reserves parent interests equity
Note $m $m $m $m $m $m $m
At 1 January 23.5 54.3 1,640.7 508.6 2,227.1 8.2 2,235.3
2013
Profit for the - - 295.9 - 295.9 4.6 300.5
year
Other
comprehensive
income/
(expense):
Re-measurement 29 - - 16.5 - 16.5 - 16.5
gains on
retirement
benefit
liabilities
Movement in 5 - - (3.8) - (3.8) - (3.8)
deferred tax
relating to
retirement
benefit
liabilities
Cash flow 24 - - - 0.2 0.2 - 0.2
hedges
Tax credit 5 - - 3.2 - 3.2 - 3.2
relating to
share option
schemes
Exchange 24/ - - - (37.6) (37.6) (0.2) (37.8)
movements on 25
retranslation
of foreign
currency net
assets
Total - - 311.8 (37.4) 274.4 4.4 278.8
comprehensive
income for the
year
Transactions
with owners:
Dividends paid 6/25 - - (67.4) - (67.4) (3.1) (70.5)
Transactions - - (3.3) - (3.3) (0.6) (3.9)
with
non-controlling
interests
Credit relating 20 - - 21.0 - 21.0 - 21.0
to share based
charges
Shares 23 0.1 1.7 (1.8) - - - -
allocated to
employee share
trusts
Shares 23 - - (47.8) - (47.8) - (47.8)
purchased by
employee share
trusts
Shares disposed 23 - - 7.9 - 7.9 - 7.9
of by employee
share trusts
Exchange - - (4.5) - (4.5) - (4.5)
movements in
respect of
shares held by
employee share
trusts
At 31 December 23.6 56.0 1,856.6 471.2 2,407.4 8.9 2,416.3
2013
Profit for the - - 322.0 - 322.0 14.3 336.3
year
Other
comprehensive
income/
(expense):
Re-measurement 29 - - (16.5) - (16.5) - (16.5)
losses on
retirement
benefit
liabilities
Movement in 5 - - 3.3 - 3.3 - 3.3
deferred tax
relating to
retirement
benefit
liabilities
Cash flow 24 - - - (0.1) (0.1) - (0.1)
hedges
Tax credit 5 - - 1.8 - 1.8 - 1.8
relating to
share option
schemes
Tax credit 5 - - 15.0 - 15.0 - 15.0
relating to
foreign
exchange on net
investment in
susbidiary
Exchange 24/ - - - (147.4) (147.4) (0.3) (147.7)
movements on 25
retranslation
of foreign
currency net
assets
Total - - 325.6 (147.5) 178.1 14.0 192.1
comprehensive
income for the
year
Transactions
with owners:
Dividends paid 6/25 - - (87.2) - (87.2) (7.7) (94.9)
Transactions 23/ - - 8.5 - 8.5 (2.1) 6.4
with joint 25
ventures and
non-controlling
interests
Credit relating 20 - - 19.5 - 19.5 - 19.5
to share based
charges
Shares 23 0.1 - (0.1) - - - -
allocated to
employee share
trusts
Shares disposed 23 - - 11.2 - 11.2 - 11.2
of by employee
share trusts
Exchange 23 - - 8.7 - 8.7 - 8.7
movements in
respect of
shares held by
employee share
trusts
At 31 December 23.7 56.0 2,142.8 323.7 2,546.2 13.1 2,559.3
2014
The notes on pages 23 to 74 are an integral part of these consolidated
financial statements.
Consolidated cash flow statement
for the year to 31 December 2014
2013
2014 (restated)
Note $m $m
Cash generated from operations 26 571.4 508.6
Tax paid (84.9) (123.7)
486.5 384.9
Net cash generated from operating activities
Cash flows from investing activities
Acquisition of subsidiaries (net of cash and 27 (258.1) (287.3)
borrowings acquired)
Acquisition of non-controlling interests 27 (4.8) (3.1)
Proceeds from divestment of subsidiaries (net of 27 1.7 0.3
cash and borrowings disposed and divestment costs)
Payments received in relation to EthosEnergy 27 58.6 -
transaction
Purchase of property plant and equipment 9 (59.0) (84.5)
Proceeds from sale of property plant and equipment 2.9 2.3
Purchase of intangible assets 8 (51.2) (50.9)
Interest received 1.4 1.1
Loans to joint ventures (78.0) (6.6)
Investment in joint ventures - (1.3)
Net cash used in investing activities (386.5) (430.0)
Cash flows from financing activities
(Repayment of)/proceeds from bank loans 26 (331.0) 166.7
Proceeds from senior loan notes 15 375.0 -
Purchase of shares by employee share trusts 23 - (47.8)
Proceeds from disposal of shares by employee share 23 11.2 7.9
trusts
Interest paid (13.2) (18.0)
Dividends paid to shareholders 6 (87.2) (67.4)
Dividends paid to non-controlling interests 25 (7.7) (3.1)
Net cash (used in)/from financing activities (52.9) 38.3
Net increase/(decrease) in cash and cash 26 47.1 (6.8)
equivalents
Effect of exchange rate changes on cash and cash 26 (9.0) (5.4)
equivalents
Opening cash and cash equivalents 145.0 157.2
Closing cash and cash equivalents 13 183.1 145.0
The cash flow statement for the year ended 31 December 2013 has been restated
to show the results from joint ventures using equity accounting as required by
IFRS 11 `Joint arrangements' (proportional consolidation was used previously).
Cash flows from discontinued operations are disclosed in note 27.
The notes on pages 23 to 74 are an integral part of these consolidated
financial statements.
John Wood Group PLC
Notes to the financial statements
for the year to 31 December 2014
General information
John Wood Group PLC, its subsidiaries and joint ventures, provide services to
the oil and gas and power generation industries worldwide. Details of the
Group's activities during the year are provided in the Strategic Report. John
Wood Group PLC is a public limited company, incorporated and domiciled in
Scotland and listed on the London Stock Exchange.
Accounting Policies
Basis of preparation
These financial statements have been prepared in accordance with IFRS and IFRIC
interpretations adopted by the European Union (`EU') and with those parts of
the Companies Act 2006 applicable to companies reporting under IFRS. The Group
financial statements have been prepared on a going concern basis under the
historical cost convention as modified by the revaluation of financial assets
and liabilities at fair value through the income statement.
Significant accounting policies
The Group's significant accounting policies adopted in the preparation of these
financial statements are set out below. These policies have been consistently
applied to all the years presented, unless otherwise stated.
Basis of consolidation
The Group financial statements are the result of the consolidation of the
financial statements of the Group's subsidiary undertakings from the date of
acquisition or up until the date of divestment as appropriate. Subsidiaries are
entities over which the Group has the power to govern the financial and
operating policies and generally accompanies a shareholding of more than one
half of the voting rights. The Group's interests in joint ventures are
accounted for using equity accounting. Under this method the Group includes its
share of joint venture profit on the line `Share of post-tax profit from joint
ventures' in the Group income statement and its share of joint venture net
assets in the `investment in joint ventures' line in the Group balance sheet.
All Group companies apply the Group's accounting policies and prepare financial
statements to 31 December.
Critical accounting judgments and estimates
The preparation of the financial statements requires the use of estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenue and
expenses during the year. These estimates are based on management's best
knowledge of the amount, event or actions and actual results ultimately may
differ from those estimates. The estimates and assumptions that could
result in a material adjustment to the carrying amounts of assets and
liabilities are addressed below.
(a) Impairment of goodwill
The Group carries out impairment reviews whenever events or changes in
circumstance indicate that the carrying value of goodwill may not be
recoverable. In addition, the Group carries out an annual impairment review. An
impairment loss is recognised when the recoverable amount of goodwill is less
than the carrying amount. The impairment tests are carried out by CGU (`Cash
Generating Unit') and reflect the latest Group budgets. The budgets are based
on various assumptions relating to the Group's businesses including assumptions
relating to market outlook, resource utilisation, foreign exchange rates,
contract awards and contract margins. The outlook for the Group is discussed in
the CEO Review. Pre-tax discount rates of between 11% and 13% have been used to
discount the CGU cash flows and a sensitivity analysis has also been performed
(see note 8).
(b) EthosEnergy joint venture
The Group's investment in the EthosEnergy joint venture is recorded at the book
value of the net assets transferred to the joint venture by the Group less cash
received and receivable. An impairment review was carried out in December 2014
based on the latest budgets and forecasts for EthosEnergy using a pre-tax
discount rate of 15%. See note 10 for further details.
(c) Revenue recognition
Revenue on fixed price or lump sum contracts for services, construction
contracts and fixed price long-term service agreements is recognised according
to the stage of completion reached in the contract by measuring the
proportion of costs incurred for work performed to total estimated costs.
Estimating the costs to completion and therefore the total contract costs is a
key judgment in respect of the revenue recognition on these contracts.
(d) Income taxes
The Group is subject to income taxes in numerous jurisdictions. Judgement is
required in determining the
worldwide provision for income taxes. The Group recognises liabilities for
anticipated tax issues based on estimates of whether additional taxes will be
due. Where the final outcome of these matters is different from the amounts
that were initially recorded, such differences will impact the current and
deferred income tax assets and liabilities in the period in which such
determination is made.
(e) Retirement benefit liabilities
The value of the Group's retirement benefit liabilities is determined on an
actuarial basis using a number of assumptions. Changes in these assumptions
will impact the carrying value of the liability. The Group determines the
appropriate discount rate to be used in the actuarial valuation at the end of
each financial year following consultation with the retirement benefit scheme
actuary. In determining the rate used, consideration is given to the interest
rates of high quality corporate bonds in the currency in which the benefits
will be paid and that have terms to maturity similar to those of the related
retirement benefit obligation. The Group's retirement benefit scheme was closed
to future accrual on 30 June 2014. See note 29 for further details.
(f) Provisions
The Group records provisions where it has a present obligation (legal or
constructive) as a result of a past event, it is probable that an outflow of
resources will be required to settle the obligation and a reliable estimate of
the obligation can be made. Where the outcome is less than probable, but more
than remote, no provision is recorded but a contingent liability is disclosed
in the financial statements, if material. The recording of provisions is an
area which requires the exercise of management judgement relating to the
nature, timing and probability of the liability and typically the Group's
balance sheet includes provisions for doubtful debts, inventory and warranty
provisions, contract provisions (including onerous contracts) and pending legal
issues.
Functional currency
The Group's earnings stream is primarily US dollars and the principal
functional currency is the US dollar, being the most representative currency of
the Group. The Group's financial statements are therefore prepared in US
dollars.
The following exchange rates have been used in the preparation of these
financial statements:
2014 2013
Average rate GBP1 = $ 1.6469 1.5673
Closing rate GBP1 = $ 1.5593 1.6563
Foreign currencies
Income statements of entities whose functional currency is not the US dollar
are translated into US dollars at average rates of exchange for the period and
assets and liabilities are translated into US dollars at the rates of exchange
ruling at the balance sheet date. Exchange differences arising on translation
of net assets in such entities held at the beginning of the year, together with
those differences resulting from the restatement of profits and losses from
average to year end rates, are taken to the currency translation reserve.
In each individual entity, transactions in overseas currencies are translated
into the relevant functional currency at the exchange rates ruling at the date
of the transaction. Where more than one exchange rate is available, the
appropriate rate at which assets can be readily realised and liabilities can be
extinguished is used. Monetary assets and liabilities denominated in foreign
currencies are retranslated at the exchange rates ruling at the balance sheet date.
Any exchange differences are taken to the income statement.
Goodwill and fair value adjustments arising on the acquisition of a foreign
entity are treated as assets and liabilities of the foreign entity and
translated at the exchange rate ruling at the balance sheet date.
The directors consider it appropriate to record sterling denominated equity
share capital in the accounts of John Wood Group PLC at the exchange rate
ruling on the date it was raised.
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable
for the sale of goods and services in the ordinary course of the Group's
activities. Revenue is recognised only when it is probable that the economic
benefits associated with a transaction will flow to the Group and the amount of
revenue can be measured reliably. Revenue from services is recognised as the
services are rendered, including where they are based on contractual rates per
man hour in respect of multi-year service contracts. Incentive performance
revenue is recognised upon completion of agreed objectives. Revenue from
product sales is recognised when the significant risks and rewards of ownership
have been transferred to the buyer, which is normally upon delivery of products
and customer acceptance, if any. Revenue is stated net of sales taxes (such as
VAT) and discounts.
Revenue on fixed price or lump sum contracts for services, construction
contracts and fixed price long-term service agreements is recognised according
to the stage of completion reached in the contract by measuring the proportion
of costs incurred for work performed to total estimated costs. An estimate of
the profit attributable to work completed is recognised, on a basis that the
directors consider to be appropriate, once the outcome of the contract can be
estimated reliably, which is when a contract is not less than 20% complete.
Expected losses are recognised in full as soon as losses are probable. The net
amount of costs incurred to date plus recognised profits less the sum of
recognised losses and progress billings is disclosed within trade and other
receivables/trade and other payables.
Exceptional items
Exceptional items are those significant items which are separately disclosed by
virtue of their size or incidence to
enable a full understanding of the Group's financial performance. Transactions
which may give rise to exceptional items include gains and losses on divestment
of businesses, write downs or impairments of assets including goodwill,
restructuring costs or provisions, litigation settlements, provisions for
onerous contracts and acquisition and divestment costs.
Finance expense/income
Interest income and expense is recorded in the income statement in the period
to which it relates. Arrangement fees and expenses in respect of the Group's
debt facilities are amortised over the period which the Group expects the
facility to be in place. Interest relating to the unwinding of the discount on
deferred and contingent consideration liabilities is included in finance
expense. Interest relating to the Group's retirement benefit scheme is also
included in finance expense.
Dividends
Dividends to the Group's shareholders are recognised as a liability in the
period in which the dividends are approved by shareholders. Interim dividends
are recognised when paid.
Goodwill
The Group uses the purchase method of accounting to account for acquisitions.
Goodwill represents the excess of the cost of an acquisition over the fair
value of the net assets acquired. Goodwill is carried at cost less accumulated
impairment losses. Goodwill is not amortised. Acquisition costs are expensed in
the income statement.
Intangible assets
Intangible assets are carried at cost less accumulated amortisation. Intangible
assets are recognised if it is probable that there will be future economic
benefits attributable to the asset, the cost of the asset can be
measured reliably, the asset is separately identifiable and there is control
over the use of the asset. Where the Group acquires a business, intangible
assets on acquisition such as customer contracts are identified and evaluated
to determine the carrying value on the acquisition balance sheet. Intangible
assets are amortised over their estimated useful lives, as follows:
Software and development costs 3-5 years
Intangible assets on acquisition 3-10 years
Property plant and equipment
Property plant and equipment (PP&E) is stated at cost less accumulated
depreciation and impairment. No depreciation is charged with respect to
freehold land and assets in the course of construction.
Depreciation is calculated using the straight line method over the following
estimated useful lives of the assets:
Freehold and long leasehold buildings 25-50 years
Short leasehold buildings period of lease
Plant and equipment 3-10 years
When estimating the useful life of an asset group, the principal factors the
Group takes into account are the durability of the assets, the intensity at
which the assets are expected to be used and the expected rate of technological
developments. Asset lives and residual values are assessed at each balance
sheet date.
Impairment
The Group performs impairment reviews in respect of PP&E, investment in joint
ventures and intangible assets whenever events or changes in circumstance
indicate that the carrying amount may not be recoverable. In addition, the
Group carries out annual impairment reviews in respect of goodwill. An
impairment loss is recognised when the recoverable amount of an asset, which is
the higher of the asset's fair value less costs to sell and its value in use,
is less than its carrying amount.
For the purposes of impairment testing, goodwill is allocated to the
appropriate cash generating unit (`CGU'). The CGUs are aligned to the structure
the Group uses to manage its business. Cash flows are discounted in determining
the value in use.
Inventories
Inventories, which include materials, work in progress and finished goods and
goods for resale, are stated at the lower of cost and net realisable value.
Service based businesses' inventories consist of spare parts and other
consumables. Serialised parts are costed using the specific identification
method and other materials are generally costed using the first in, first out
method. Product based businesses determine cost by weighted average cost
methods using standard costing to gather material, labour and overhead costs.
These costs are adjusted, where appropriate, to correlate closely the standard
costs to the actual costs incurred based on variance analysis.
Net realisable value is the estimated selling price in the ordinary course of
business, less the estimated costs of completion and estimated selling
expenses. Allowance is made for obsolete and slow-moving items, based upon
annual usage.
Cash and cash equivalents
Cash and cash equivalents include cash in hand and other short-term bank
deposits with maturities of three months or less. Bank overdrafts are included
within borrowings in current liabilities. Where the Group uses pooling
arrangements with a right of set-off, overdrafts and cash are netted and
included in the appropriate category depending on the net position of the pool.
Trade receivables
Trade receivables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method, less provision
for impairment. A provision for impairment of trade receivables is established
when there is objective evidence that the Group will not be able to collect all
amounts due according
to the original terms of the receivables. The provision is determined by
reference to previous experience of recoverability for receivables in each
market in which the Group operates.
Trade payables
Trade payables are recognised initially at fair value and subsequently measured
at amortised cost.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs
incurred. Borrowings are subsequently stated at amortised cost.
Deferred and contingent consideration
Where it is probable that deferred or contingent consideration is payable on
the acquisition of a business based on an earn out arrangement, an estimate of
the amount payable is made at the date of acquisition and reviewed regularly
thereafter, with any change in the estimated liability being reflected in the
income statement. Changes in the estimated liability in respect of acquisitions
completed before 31 December 2009 are reflected in goodwill. Where deferred
consideration is payable after more than one year the estimated liability is
discounted using an appropriate rate of interest.
Taxation
The tax charge represents the sum of tax currently payable and deferred tax.
Tax currently payable is based on the taxable profit for the year. Taxable
profit differs from the profit reported in the income statement due to items
that are not taxable or deductible in any period and also due to items that are
taxable or deductible in a different period. The Group's liability for current
tax is calculated using tax rates enacted or substantively enacted at the
balance sheet date.
Deferred tax is provided, using the full liability method, on temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts in the consolidated financial statements. The principal
temporary differences arise from depreciation on PP&E, tax losses carried
forward and, in relation to acquisitions, the difference between the fair
values of the net assets acquired and their tax base. Tax rates enacted, or
substantially enacted, at the balance sheet date are used to determine deferred
tax.
Deferred tax assets are recognised to the extent that it is probable that
future taxable profits will be available against which the temporary
differences can be utilised.
Accounting for derivative financial instruments and hedging activities
Derivatives are initially recognised at fair value on the date the contract is
entered into and are subsequently remeasured at their fair value. The method of
recognising the resulting gain or loss depends on whether the derivative is
designated as a hedging instrument, and if so, the nature of the item being
hedged. The Group designates certain derivatives as either: (1) hedges of the
fair value of recognised assets or liabilities or a firm commitment (fair value
hedge); (2) hedges of highly probable forecast transactions (cash flow hedge);
or (3) hedges of net investments in foreign operations (net investment hedge).
Where hedging is to be undertaken, the Group documents the relationship between
the hedging instrument and the hedged item at the inception of the transaction,
as well as its risk management objective and strategy for undertaking the hedge
transaction. The Group also documents its assessment, both at hedge inception and
on an ongoing basis, of whether the derivatives that are used in hedging transactions
are highly effective in offsetting changes in fair values or cash flows of the hedged
items. The Group performs effectiveness testing on a quarterly basis.
a. Fair value hedge
Changes in the fair value of derivatives that are designated and qualify as
fair value hedges are recorded in administrative expenses in the income
statement, together with any changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk.
b. Cash flow hedge
The effective portion of changes in the fair value of derivatives that are
designated and qualify as cash flow hedges is recognised in the hedging reserve
in equity. The gain or loss relating to the ineffective portion is recognised
immediately in administrative expenses (in the case of forward contracts) or
finance income/income (in the case of interest rate swaps) in the income
statement. Amounts accumulated in equity are recycled through the income
statement in periods when the hedged item affects profit or loss.
When a hedging instrument expires or is sold, or when a hedge no longer meets
the criteria for hedge accounting, any cumulative gain or loss existing in
equity at that time remains in equity and is recognised when the forecast
transaction is ultimately recognised in the income statement. When a
forecast transaction is no longer expected to occur, the cumulative gain or
loss that was reported in equity is immediately transferred to the income
statement.
c. Net investment hedge
Hedges of net investments in foreign operations are accounted for similarly to
cash flow hedges. Any gain or loss on the hedging instrument relating to the
effective portion of the hedge is recognised in the currency translation
reserve in equity; the gain or loss relating to the ineffective portion is
recognised immediately in administrative expenses in the income statement.
Gains and losses accumulated in equity are included in administrative expenses
in the income statement when the foreign operation is disposed of.
d. Derivatives that are not designated as hedges
Certain derivatives, whilst providing effective economic hedges are not
designated as hedges. Changes in the fair value of any derivative instruments
that are not designated for hedge accounting are recognised immediately in
administrative expenses in the income statement.
Fair value estimation
The fair value of interest rate swaps is calculated as the present value of
their estimated future cash flows. The fair value of forward foreign exchange
contracts is determined using forward foreign exchange market rates at the
balance sheet date. The fair values of all derivative financial instruments are
obtained from valuations provided by financial institutions.
The carrying values of trade receivables and payables approximate to their fairvalues.
The fair value of financial liabilities is estimated by discounting the future
contractual cash flows at the current market interest rate that is available to
the Group for similar financial instruments.
Operating leases
As lessee
Payments made under operating leases are charged to the income statement on a
straight line basis over the period of the lease. Benefits received and
receivable as an incentive to enter into an operating lease are also spread on
a straight line basis over the period of lease.
As lessor
Operating lease rental income arising from leased assets is recognised in the
income statement on a straight line basis over the period of the lease.
Retirement benefit liabilities
The Group operates a defined benefit scheme and a number of defined
contribution schemes. The liability recognised in respect of the defined
benefit scheme represents the present value of the defined benefit obligations
less the fair value of the scheme assets. The assets of this scheme are held in
separate trustee administered funds. The scheme was closed to future accrual on
30 June 2014.
The defined benefit scheme's assets are measured using fair values. Pension
scheme liabilities are measured annually by an independent actuary using the
projected unit method and discounted at the current rate of return
on a high quality corporate bond of equivalent term and currency to the
liability. The increase in the present value of the liabilities of the Group's
defined benefit scheme expected to arise from employee service in the
period is charged to operating profit. The interest income on scheme assets and
the increase during the period in the present value of the scheme's liabilities
arising from the passage of time are netted and included in finance expense.
Re-measurement gains and losses are recognised in the statement of
comprehensive income in full in the period in which they occur. The defined
benefit scheme's net assets or net liabilities are recognised in full and
presented on the face of the balance sheet.
The Group's contributions to defined contribution schemes are charged to the
income statement in the period to which the contributions relate.
Provisions
Provision is made for the estimated liability on all products and services
still under warranty, including claims already received, based on past
experience. Other provisions are recognised where the Group is deemed to have a
legal or constructive obligation, it is probable that a transfer of economic
benefits will be required to settle the obligation, and a reliable estimate of
the obligation can be made. Where amounts provided are payable after more than
one year the estimated liability is discounted using an appropriate rate of
interest.
Share based charges relating to employee share schemes
The Group has a number of employee share schemes:-
i. Share options granted under Executive Share Option Schemes (`ESOS') are
granted at market value. A charge is booked to the income statement as an
employee benefit expense for the fair value of share options expected to be
exercised, accrued over the vesting period. The corresponding credit is
taken to retained earnings. The fair value is calculated using an option
pricing model.
ii. Share options granted under the Long Term Retention Plan (`LTRP') are
granted at par value. The charge to the income statement for LTRP shares is
also calculated using an option pricing model and, as with ESOS grants, the
fair value of the share options expected to be exercised is accrued over
the vesting period. The corresponding credit is also taken to retained
earnings.
iii. The Group's Long Term Incentive Plan (`LTIP') for executive directors and
certain senior executives was in place from 2008 to 2012. Participants are
awarded shares or share options dependent on the achievement of performance
targets. The charge to the income statement for shares awarded under the
LTIP is based on the fair value of those shares at the grant date, spread
over the vesting period. The corresponding credit is taken to retained
earnings. For those awards that have a market related performance measure,
the fair value of the market related element is calculated using a Monte
Carlo simulation model.
iv. The Group's Long Term Cash Incentive Plan (`LTCIP') for senior management
was in place in 2011 and 2012. Participants are paid a cash bonus dependent
on the achievement of performance targets. The charge to the income
statement is based on the fair value of the awards and is linked to
v. movements in the Group's share price. The charge is spread over the vesting
period with the corresponding credit being recorded in liabilities.
vi. During 2013, the Group introduced the Long Term Plan (`LTP') to replace the
LTRP, LTIP and LTCIP. The LTP comprises two separate awards, an award of
share options on a similar basis to the LTRP and an award of shares or
share options on a broadly similar basis to the LTIP scheme.
The charge to the income statement for the LTP is as outlined for the LTRP and
LTIP above with the corresponding credit being recorded in retained earnings.
Proceeds received on the exercise of share options are credited to share
capital and share premium.
Share capital
John Wood Group PLC has one class of ordinary shares and these are classified
as equity. Dividends on ordinary shares are not recognised as a liability or
charged to equity until they have been approved by shareholders.
The Group is deemed to have control of the assets, liabilities, income and
costs of its employee share trusts, therefore they have been consolidated in
the financial statements of the Group. Shares acquired by and disposed of by
the employee share trusts are recorded at cost. The cost of shares held by the
employee share trusts is deducted from equity.
Segmental reporting
The Group has determined that its operating segments are based on management
reports reviewed by the Chief Operating Decision Maker (`CODM'), the Group's
Chief Executive. The Group's reportable segments are Wood Group Engineering and
Wood Group PSN. Following the formation of the EthosEnergy joint venture in May
2014, all of the Group's predominantly opex related turbine activities are
carried out through joint ventures and now managed and reported as part of Wood
Group PSN. In order to provide visibility over the performance of the turbine
activities, they are included on a separate line (Wood Group PSN - Turbine
activities) in the Group's management information.
The Chief Executive measures the operating performance of these segments using
`EBITA' (Earnings before interest, tax and amortisation). Operating segments
are reported in a manner consistent with the internal management reports
provided to the Chief Executive who is responsible for allocating resources and
assessing performance of the operating segments.
Wood Group Engineering offers a wide range of engineering services to the
upstream, subsea and pipelines, downstream, chemical process and industrial and clean
energy sectors. These include conceptual studies engineering, project and
construction management (`EPCM') and control system upgrades. Wood Group
PSN-Production Services offers production facilities support focussed on
optimising production and extending asset life safely. Wood Group PSN-
Production Services provides life of field services to producing assets through
brownfield engineering and modifications, production enhancement, operations
and management, facility construction and maintenance management training and
abandonment services. Wood Group PSN - Turbine activities provides industrial
gas turbine and rotating equipment repair, maintenance, overhaul and power
plant EPC services to the oil and gas and power sectors.
Disclosure of impact of new and future accounting standards
(a) Amended standards and interpretations
The following relevant standards and amendments and interpretations to existing
standards have been published and are mandatory for the Group's accounting
periods beginning on or after 1 January 2014:
* IFRS 10 `Consolidated financial statements'
* IFRS 11 `Joint arrangements'
* IFRS 12 `Disclosure of interests in other entities'
There has been no material impact on the financial statements on the adoption
of IFRS 10, nor IFRS 12.
Until 31 December 2013, the Group accounted for its interests in joint ventures
using proportional consolidation. As IFRS 11 does not permit proportional
consolidation, from 1 January 2014, for all periods presented, the Group has
accounted for its interests in joint ventures using equity accounting. The use
of equity
accounting has no impact on Group profit for the year or earnings per share,
but does impact the presentation of the Group's interests in joint ventures in
the income statement, the balance sheet and the cash flow statement.
Comparative figures have been restated to reflect the change to equity
accounting. For further details see note 36 to the financial statements.
(b) Standards, amendments and interpretations to existing standards that are
not yet effective and have not been early adopted by the Group
The following relevant standards and amendments and interpretations to existing
standards have been published and are mandatory for the Group's accounting
periods beginning on or after 1 January 2015, but the Group has not early
adopted them:
* IFRS 15 `Revenue from contracts with customers' was published in May 2014
and is effective for accounting periods beginning on or after 1 January
2017. The Group is in the process of assessing the likely impact of this
standard on the financial statements.
1 Segmental reporting
The Group operates through two segments, Wood Group Engineering and Wood Group
PSN. Following the formation of the EthosEnergy joint venture in May 2014, all
of the Group's predominantly opex related turbine activities are carried out
through joint ventures and now managed and reported as part of Wood Group PSN.
In order to provide visibility over the performance of the turbine activities,
they are included on a separate line in the table below (Wood Group PSN -
Turbine activities). This presentation is consistent with the Group's internal
management reporting. Under IFRS 11 `Joint arrangements', the Group is now
required to account for joint ventures using equity accounting, however for
management reporting the Group continues to use proportional consolidation,
hence the inclusion of the proportional presentation in this note.
The segment information provided to the Group's Chief Executive for the
reportable operating segments for the year ended 31 December 2014 includes the
following:
Reportable Operating Segments (1)
Revenue EBITDA(2) EBITA(2) Operating profit
Year end Year ended Year end Year ended Year end Year ended Year end Year ended
31 Dec 31 Dec 31 Dec 31 Dec 31 Dec 31 Dec 31 Dec 31 Dec
2014 2013 2014 2013 2014 2013 2014 2013
$m $m $m $m $m $m $m $m
Wood Group Engineering 2,130.7 1,985.4 248.1 260.3 232.0 246.0 203.9 228.0
Wood Group PSN - Production 4,636.0 3,996.0 368.0 281.5 341.7 262.1 336.1 161.9
Services
Wood Group PSN - Turbine 849.7 1,082.8 47.3 95.1 33.3 80.8 28.5 65.0
activities
Well Support - discontinued - - - - - - - 34.4
Central costs (3) - - (52.8) (52.0) (57.4) (55.9) (82.5) (57.9)
Total 7,616.4 7,064.2 610.6 584.9 549.6 533.0 486.0 431.4
Remove discontinued (188.5) (652.5) (0.7) (45.8) 1.7 (36.4) 27.3 (55.2)
Remove share of joint (853.8) (658.5) (53.2) (48.9) (38.5) (41.8) (45.9) (13.5)
ventures
Total continuing operations 6,574.1 5,753.2 556.7 490.2 512.8 454.8 467.4 362.7
excluding joint ventures
Share of post-tax profit 30.0 1.9
from joint ventures
Operating profit 497.4 364.6
Finance income 1.4 1.1
Finance expense (23.7) (18.9)
Profit before taxation from 475.1 346.8
continuing operations
Taxation (112.9) (82.2)
Profit for the year from 362.2 264.6
continuing operations
Profit from discontinued (25.9) 35.9
operations, net of tax (4)
Profit for the year 336.3 300.5
Notes
* The Group's reportable segments are Wood Group Engineering and Wood Group
PSN. Following the formation of the EthosEnergy joint venture in May 2014,
all of the Group's predominantly opex related turbine activities are
carried out through joint ventures and managed and reported as part of Wood
Group PSN. In order to provide visibility over the performance of the
turbine activities, they are included on a separate line (Wood Group PSN -
Turbine activities) above.
* Total EBITDA represents operating profit of $486.0m (2013 : $431.4m) before
depreciation of property plant and equipment of $61.0m (2013 : $51.9m),
amortisation of $101.2m (2013 : $102.1m) and net exceptional income of
$37.6m (2013 : $0.5m). EBITA represents EBITDA less depreciation. EBITA and
EBITDA are provided as they are units of measurement used by the Group in
the management of its business.
* Central costs include the costs of certain management personnel in both the
UK and the US, along with an element of Group infrastructure costs. Central
operating profit in 2014 is stated after deducting $23.0m of exceptional
costs relating to the formation of the EthosEnergy joint venture.
* Profit from discontinued operations, net of tax, represents the profit from
the Wood Group GTS businesses transferred to EthosEnergy in May 2014. The
profit from discontinued operations for 2013 also includes additional
profit relating to the Well Support business divested in 2011. See note 27
for further details.
* Revenue arising from sales between segments is not material.
Segment assets and liabilities
Wood Group Wood Group
PSN PSN
Wood Group -Production -Turbine
Engineering Services activities Unallocated Total
At 31 December 2014 $m $m $m $m $m
Segment assets 1,094.5 2,345.3 675.3 271.8 4,386.9
Segment liabilities 524.9 635.3 34.4 633.0 1,827.6
At 31 December 2013
Segment assets 880.0 2,342.9 967.8 138.3 4,329.0
Segment liabilities 407.4 685.4 174.4 645.5 1,912.7
Unallocated assets and liabilities includes income tax, deferred tax and cash
and cash equivalents and borrowings where this relates to the financing of the
Group's operations.
Other segment items
2014 Wood Group Wood Group
PSN PSN
Wood Group -Production -Turbine
Engineering Services activities Unallocated Total
$m $m $m $m $m
Capital expenditure
- Property plant 15.7 34.0 5.3 4.0 59.0
and equipment
- Intangible assets 31.9 16.0 2.8 0.5 51.2
Non-cash expense
- Depreciation of 15.6 23.5 2.6 4.6 46.3
property plant and
equipment
- Amortisation of 28.1 65.9 2.8 2.1 98.9
intangible assets
- Exceptional items - 7.5 16.0 - 23.5
(non-cash element)
2013 $m $m $m $m $m
Capital expenditure
- Property plant 16.2 55.0 10.7 3.6 85.5
and equipment
- Intangible assets 29.8 10.7 9.3 1.7 51.5
Non-cash expense
- Depreciation of 14.3 17.1 9.5 3.9 44.8
property plant and
equipment
- Amortisation of 32.9 58.2 8.6 2.0 101.7
intangible assets
- Exceptional items 0.9 9.1 3.6 (37.0) (23.4)
(non-cash element)
The figures in the tables above are prepared on an equity accounting basis and
therefore exclude the share of joint ventures.
Depreciation in respect of joint ventures was $14.7m (2013: $7.1m) and joint
venture amortisation was $2.3m (2013: $0.4m).
The non-cash exceptional items in Unallocated in 2013 relates to adjustments
following the disposal of the Well Support business in 2011.
Geographical segments
Segment assets Continuing revenue
2014 2013 2014 2013
$m $m $m $m
UK 1,196.3 1,195.2 1,979.9 1,785.9
US 1,684.1 1,670.2 2,397.2 1,776.1
Rest of the world 1,506.5 1,463.6 2,197.0 2,191.2
4,386.9 4,329.0 6,574.1 5,753.2
Revenue by geographical segment is based on the location of the ultimate
project.
2014 2013
$m $m
Revenue by category is as follows:
Sale of goods - -
Rendering of services 6,574.1 5,753.2
Revenue from continuing operations 6,574.1 5,753.2
2 Finance expense/(income)
2014 2013
$m $m
Interest payable on borrowings including senior loan notes 15.7 9.4
Bank facility fees expensed 4.3 4.3
Interest relating to discounting of deferred and contingent 1.9 2.8
consideration
Interest expense - retirement benefit obligations (note 29) 1.8 2.4
Finance expense - continuing operations 23.7 18.9
Interest receivable on short-term deposits (1.4) (1.1)
Finance income (1.4) (1.1)
Finance expense - continuing operations - net 22.3 17.8
Interest expense of $1.9m (2013: $0.7m) has been deducted in arriving at the
share of post-tax profit from joint ventures. 3 Profit before taxation
3 Profit before taxation
2014 2013
$m $m
The following items have been charged in arriving at profit
before taxation (before exceptional items) :
Employee benefits expense (note 28) 3,256.7 3,252.4
Cost of inventories recognised as an expense 30.6 73.2
Depreciation of property plant and equipment (note 9) 46.3 44.8
Amortisation of intangible assets (note 8) 98.9 101.7
Loss on disposal of property plant and equipment 6.2 1.6
Other operating lease rentals payable:
- Plant and machinery 52.0 56.5
- Property 79.3 84.3
Foreign exchange losses 7.4 3.1
Depreciation of property plant and equipment is included in cost of sales or
administrative expenses in the income statement. Amortisation of intangible
assets is included in administrative expenses in the income statement. The
information in the above table includes both continuing and discontinued
operations and is prepared on an equity accounting basis.
Services provided by the Group's auditors and associate firms
During the year the Group obtained the following services from its auditors and
associate firms at costs as detailed below:
2014 2013
$m $m
Fees payable to the Group's auditors and its associate firms 1.0 0.9
for -
Audit of parent company and consolidated financial statements
Audit of Group companies pursuant to legislation 1.9 1.9
Tax and other services 0.1 0.1
3.0 2.9
4 Exceptional items
2014 2013
$m $m
Exceptional items included in continuing operations
Venezuela settlement (58.4) -
Restructuring charges 7.5 15.9
Lease termination income - (15.1)
Onerous contract (9.7) 28.0
Other - (1.9)
(60.6) 26.9
Taxation 10.0 (0.9)
Continuing operations exceptional items, net of tax (50.6) 26.0
Exceptional items included in discontinued operations
Gain on divestment - Well Support - (34.4)
Costs relating to EthosEnergy transaction 23.0 7.0
23.0 (27.4)
Taxation - (0.2)
Discontinued operations exceptional items, net of tax 23.0 (27.6)
Total exceptional credit, net of tax (27.6) (1.6)
During the year, the Group finalised a settlement agreement in respect of a
contract taken over by Petróleos de Venezuela S.A.(PDVSA) in 2009 and a gain of
$58.4m has been recorded in the income statement. $5.5m of the settlement is
attributable to a minority shareholder.
Further restructuring charges of $7.5m have been recorded in the period in
relation to the decision made in 2013 to exit certain markets in Wood Group
PSN's Americas business.
In December 2013, the Group provided $28.0m in respect of Wood Group PSN's
contract in Oman. The provision has been reassessed at the end of 2014 with
$9.7m of the provision being released and credited to exceptional items.
For details of the EthosEnergy transaction see note 27.
A tax charge of $10.0m has been recorded in respect of continuing exceptional
items.
For further details of the 2013 exceptional items please refer to the 2013
Annual Report and Accounts.
5 Taxation
2014 2013
$m $m
Current tax
- Current year 142.6 109.9
- Adjustment in respect of prior years 0.6 24.9
143.2 134.8
Deferred tax
- Current year (15.0) (9.2)
- Adjustment in respect of prior years (16.7) (24.2)
(31.7) (33.4)
Total tax charge 111.5 101.4
Comprising -
Tax on continuing operations before exceptional items 102.9 83.1
Tax on exceptional items in continuing operations 10.0 (0.9)
Total tax on continuing operations 112.9 82.2
Tax on discontinued operations before exceptional items (1.4) 19.4
Tax on exceptional items in discontinued operations - (0.2)
Total tax on discontinued operations (1.4) 19.2
Total tax charge 111.5 101.4
2014 2013
Tax (credited)/charged to equity $m $m
Deferred tax movement on retirement benefit liabilities (3.3) 3.8
Deferred tax relating to share option schemes 6.3 10.7
Current tax relating to share option schemes (8.1) (13.9)
Deferred tax relating to foreign exchange on net investment in (11.1) -
subsidiary
Current tax relating to foreign exchange on net investment in (3.9) -
subsidiary
Total (credited)/charged to equity (20.1) 0.6
Tax is calculated at the rates prevailing in the respective jurisdictions in
which the Group operates. The expected rate is the weighted average rate taking
into account the Group's profits in these jurisdictions. The expected rate has
decreased in 2014 due to the change in mix of the tax jurisdictions in which
the Group operates. The tax charge for the year is lower (2013: lower) than the
expected tax charge due to the following factors:
2014 2013
$m $m
Profit before taxation from continuing operations (excluding 445.1 344.9
profits from joint ventures)
(Loss)/profit before taxation from discontinued operations (27.3) 55.1
Total profit before taxation 417.8 400.0
Profit before tax at expected rate of 27.69% (2013: 29.32%) 115.7 117.3
Effects of:
Adjustments in respect of prior years (16.1) 0.7
Non-recognition/(recognition) of losses and other attributes 22.5 (7.6)
Effect of foreign taxes (1.5) 6.6
Other permanent differences (9.1) (15.6)
Total tax charge 111.5 101.4
The adjustment in respect of prior years relates mainly to timing differences
on expenses which are tax deductible when paid.
Other permanent differences include adjustments for share based charges,
research and development allowances, changes in unrecognised tax attributes and
expenditure which is not allowable as a deduction for tax purposes.
6 Dividends
2014 2013
$m $m
Dividends on ordinary shares
Final dividend paid - year ended 31 December 2013: 14.9 cents 54.5 41.4
(2013: 11.3 cents) per share
Interim dividend paid - year ended 31 December 2014: 8.9 32.7 26.0
cents (2013: 7.1 cents) per share
87.2 67.4
The directors are proposing a final dividend in respect of the financial year
ended 31 December 2014 of 18.6 cents per share. The final dividend will be paid
on 19 May 2015 to shareholders who are on the register of members on 10 April
2015. The financial statements do not reflect the final dividend, the payment
of which will result in an estimated $68.4m reduction in equity attributable to
owners of the parent.
7 Earnings per share
2014 2013
Earnings Earnings
attributable attributable
to owners of Number of Earnings per to owners of Number of Earnings per
the parent shares share the parent shares share
$m (millions) (cents) $m (millions) (cents)
Basic pre-exceptional 299.9 366.1 81.9 294.3 363.3 81.0
Exceptional items, net of 22.1 - 6.0 1.6 - 0.4
tax and non-controlling
interests
Basic 322.0 366.1 87.9 295.9 363.3 81.4
Effect of dilutive ordinary - 9.1 (2.1) - 10.2 (2.2)
shares
Diluted 322.0 375.2 85.8 295.9 373.5 79.2
Exceptional items, net of (22.1) - (5.9) (1.6) - (0.4)
tax and non-controlling
interests
Diluted pre-exceptional 299.9 375.2 79.9 294.3 373.5 78.8
items
Amortisation, net of tax 73.7 - 19.7 74.0 - 19.8
Adjusted diluted 373.6 375.2 99.6 368.3 373.5 98.6
Adjusted basic 373.6 366.1 102.0 368.3 363.3 101.4
Basic discontinued earnings per share for the year is (7.1) cents (2013: 9.9
cents) and diluted discontinued earnings per share is (6.9) cents (2013: 9.6
cents).
The calculation of basic earnings per share is based on the earnings
attributable to owners of the parent divided by the weighted average number of
ordinary shares in issue during the year excluding shares held by the Group's
employee share trusts. For the calculation of diluted earnings per share, the
weighted average number of ordinary shares in issue is adjusted to assume
conversion of all potentially dilutive ordinary shares. The Group's dilutive
ordinary shares comprise share options granted to employees under Executive
Share Option Schemes and the Long Term Retention Plan and shares and share
options awarded under the Group's Long Term Incentive Plan and Long Term Plan.
Adjusted basic and adjusted diluted earnings per share are disclosed to show
the results excluding the impact of exceptional items and amortisation, net of
tax.
8 Goodwill and intangible assets
Software Intangible
and assets
development arising on
Goodwill costs acquisition Total
$m $m $m $m
Cost
At 1 January 2014 1,622.2 151.9 384.8 2,158.9
Exchange movements (86.4) (7.4) (32.0) (125.8)
Additions - 51.2 - 51.2
Acquisitions (note 27) 200.0 7.0 27.6 234.6
Disposals (7.9) (23.1) - (31.0)
Reclassification from property, - 4.9 - 4.9
plant and equipment
At 31 December 2014 1,727.9 184.5 380.4 2,292.8
Aggregate amortisation and 4.7 97.0 202.2 303.9
impairment
At 1 January 2014
Exchange movements (0.3) (3.6) (24.4) (28.3)
Amortisation charge for the year - 37.9 61.0 98.9
Disposals (3.2) (22.0) - (25.2)
At 31 December 2014 1.2 109.3 238.8 349.3
Net book value at 31 December 2014 1,726.7 75.2 141.6 1,943.5
Cost
At 1 January 2013 1,638.5 176.9 315.4 2,130.8
Exchange movements (21.3) 0.9 (10.9) (31.3)
Additions - 51.5 - 51.5
Acquisitions 138.9 - 82.5 221.4
Disposals - (6.2) - (6.2)
Divestment of business (1.8) - - (1.8)
Reclassification from current - 0.9 - 0.9
assets
Reclassification as assets held for (132.1) (72.1) (2.2) (206.4)
sale
At 31 December 2013 1,622.2 151.9 384.8 2,158.9
Aggregate amortisation and 56.2 105.4 154.2 315.8
impairment
At 1 January 2013
Exchange movements (0.6) 0.2 (7.7) (8.1)
Amortisation charge for the year - 44.2 57.5 101.7
Disposals - (5.6) - (5.6)
Divestment of business (1.8) - - (1.8)
Reclassification as assets held for (49.1) (47.2) (1.8) (98.1)
sale
At 31 December 2013 4.7 97.0 202.2 303.9
Net book value at 31 December 2013 1,617.5 54.9 182.6 1,855.0
In accordance with IAS 36 `Impairment of assets', goodwill was tested for
impairment during the year. The impairment tests were carried out against the
Group's Cash Generating Units (`CGU'), being the key Strategic Business Units
(`SBUs') within the operating divisions, which are aligned with how the Group
manages and monitors performance.
Value-in-use calculations have been prepared for each CGU using the cash flow
projections included in the financial budgets approved by management for 2015
and 2016. Cash flows beyond this period are extrapolated using a growth rate of
3% per annum for a further three year period. A terminal value is applied
thereafter in order to calculate long term estimated cash flows using the same
anticipated long term growth rate of 3% across all CGUs. The growth rate used
does not exceed the long-term average growth rates for the regions in which the
CGUs operate. The cash flows have been discounted using pre-tax discount rates
appropriate for each CGU.
Division Cash Generating Unit Goodwill Average pre-tax
carrying discount rate used
value
($m)
Wood Group Wood Group Mustang $461.0m 13%
Engineering Wood Group Kenny $79.6m
WG PSN International $148.6m
(Australia and Asia Pacific)
WG PSN International $117.3m
(Africa)
Wood Group PSN - WG PSN International (Middle $8.3m 13%
East and ERC)
Production Services WG PSN Americas $419.1m
WG PSN UK $449.3m
WG PSN Global Business $43.5m
The pre-tax discount rates used range from 12-15% and the average for the
businesses is 13%.
Details of the key assumptions underlying the cash flows are included in
critical accounting judgements and estimates in the Accounting Policies on page
23.
The value-in-use has been compared to the carrying value for each CGU. No
goodwill has been written off during the current or prior year.
A sensitivity analysis has been performed on the basis that the expected
long-term growth rate falls to 2% and that the discount rates are 1% higher
than those above in order to assess the impact of reasonable possible changes
to the assumptions used in the impairment review. This analysis did not
identify any impairment.
Intangibles arising on acquisition include the valuation of customer contracts
and customer relationships recognised on business combinations.
9 Property plant and equipment
Land and Buildings
Long
leasehold and Short Plant and
freehold leasehold equipment Total
$m $m $m $m
Cost
At 1 January 2014 54.4 19.8 224.9 299.1
Exchange movements (2.0) (0.7) (6.2) (8.9)
Additions 7.1 3.6 48.3 59.0
Acquisitions (note 27) - - 12.9 12.9
Disposals (1.7) (1.8) (24.2) (27.7)
Divestment of business - - (5.0) (5.0)
Reclassification to intangible - - (4.9) (4.9)
assets
At 31 December 2014 57.8 20.9 245.8 324.5
Accumulated depreciation and
impairment
At 1 January 2014 18.9 9.9 83.0 111.8
Exchange movements (0.7) (0.4) (5.0) (6.1)
Charge for the year 3.5 3.2 39.6 46.3
Disposals (1.6) (0.9) (16.1) (18.6)
Divestment of business - - (3.5) (3.5)
At 31 December 2014 20.1 11.8 98.0 129.9
Net book value at 31 December 2014 37.7 9.1 147.8 194.6
Cost
At 1 January 2013 63.0 26.3 271.1 360.4
Exchange movements (0.5) (0.6) (1.6) (2.7)
Additions 2.4 2.1 81.0 85.5
Acquisitions - - 22.2 22.2
Disposals (1.1) (4.8) (19.6) (25.5)
Divestment of businesses - - (3.7) (3.7)
Reclassification as assets held (9.4) (3.2) (124.5) (137.1)
for sale
At 31 December 2013 54.4 19.8 224.9 299.1
Accumulated depreciation and
impairment
At 1 January 2013 22.5 13.2 167.3 203.0
Exchange movements - (0.3) (1.6) (1.9)
Charge for the year 2.4 2.9 39.5 44.8
Disposals (1.1) (3.3) (17.2) (21.6)
Divestment of business - - (3.0) (3.0)
Reclassification as assets held (4.9) (2.6) (102.0) (109.5)
for sale
At 31 December 2013 18.9 9.9 83.0 111.8
Net book value at 31 December 2013 35.5 9.9 141.9 187.3
There were no assets in the course of construction at 31 December 2014 (2013:
nil).
10 Investment in joint ventures
In relation to the Group's interests in joint ventures, its share of assets,
liabilities, income and expenses is shown below.
2014 2013
$m $m
Non-current assets 254.2 60.8
Current assets 667.3 324.4
Current liabilities (375.1) (203.2)
Non-current liabilities (86.4) (44.2)
Net assets 460.0 137.8
Revenue 853.8 658.5
Cost of sales (724.8) (566.4)
Administrative expenses (92.8) (50.6)
Exceptional income/(expense) 9.7 (28.0)
Operating profit 45.9 13.5
Net finance expense (1.9) (0.7)
Profit before tax 44.0 12.8
Tax (14.0) (10.9)
Share of post-tax results from joint ventures 30.0 1.9
The profit before tax is net of the onerous contract exceptional item referred
to in note 4. The assets and liabilities contributed by the Group to the
EthosEnergy joint venture were categorised as `held for sale' at 31 December
2013.
The movement in investments in joint ventures is shown below.
$m
At 1 January 2014 137.8
Exchange movements on retranslation of net (30.5)
assets
Additions 384.4
Disposals (49.9)
Share of profit after tax 30.0
Dividends (20.3)
Other movements 8.5
At 31 December 2014 460.0
The Group's joint venture with Siemens, EthosEnergy Group Limited was formed in
May 2014. Wood Group contributed net assets of $541.8m to the joint venture.
Cash received and receivable of $157.4m was netted against that amount and the
net investment in EthosEnergy at date of formation was $384.4m (see note 27).
The value of the investment at 31st December 2014 was $360.2m, reflecting the
post-tax results of EthosEnergy for the 8 months and foreign exchange losses on
the retranslation of the underlying net assets.
An impairment review was carried out in December 2014 based on the latest
budgets and forecasts for EthosEnergy, the results of which are shown in the
following table.
Pre-tax discount rate 15%
Terminal growth rate 3%
Net present value of future post-tax cash flows $391.9m
Book value of investment $360.2m
Headroom $31.7m
The impairment test was based on the budgeted and forecast cash flows for the
business. The calculation shows headroom of $31.7m using a 15% pre-tax discount
rate and a 3% terminal growth rate.
A sensitivity analysis was performed on the basis that the expected long-term
growth rate falls to 2% and the discount rate is increased by 1% in order to
assess the impact of reasonable possible changes to the assumptions used in the
impairment review. The results of the sensitivity analysis are shown in the
following table.
Pre-tax discount rate 15% 16%
Terminal growth rate 2% 3%
Net present value of future post-tax cash flows $361.2m $350.1m
Book value of investment $360.2m $360.2m
Headroom $1.0m $(10.1)m
The sensitivity analysis shows that a 1% reduction in growth rate results in
$1.0m headroom and a 1% increase in the discount rate results in a $10.1m
shortfall. EthosEnergy has only been in operation for eight months and
the carrying value of the investment will continue to be monitored going
forward.
The joint ventures have no significant contingent liabilities to which the
Group is exposed, nor has the Group any significant contingent liabilities in
relation to its interest in the joint ventures. The name and principal
activities of the most significant joint ventures is disclosed in note 35.
11 Inventories
2014 2013
$m $m
Materials 4.6 3.5
Work in progress 0.6 5.0
Finished goods and goods for resale 3.9 2.9
9.1 11.4
12 Trade and other receivables
2014 2013
$m $m
Trade receivables 1,122.5 999.3
Less: provision for impairment of trade receivables (47.5) (25.4)
Trade receivables - net 1,075.0 973.9
Amounts recoverable on contracts 91.8 103.1
Prepayments and accrued income 60.1 50.4
Loans due from joint ventures 132.4 54.4
Other receivables 84.3 61.0
Trade and other receivables - current 1,443.6 1,242.8
Long term receivables 79.2 68.0
Total receivables 1,522.8 1,310.8
The Group's trade receivables balance is shown in the table below.
Trade Provision Trade
receivables for receivables Receivable
- Gross impairment - Net days
31 December 2014 $m $m $m
Wood Group Engineering 401.0 (23.2) 377.8 59
Wood Group PSN - Production 720.0 (24.3) 695.7 58
Services
Wood Group PSN - Turbine 1.5 - 1.5 n/a
activities
Total Group 1,122.5 (47.5) 1,075.0 58
31 December 2013
Wood Group Engineering 373.9 (15.3) 358.6 64
Wood Group PSN - Production 625.4 (10.1) 615.3 52
Services
Wood Group PSN - Turbine - - - -
activities
Total Group 999.3 (25.4) 973.9 54
Receivable days are calculated by allocating the closing trade receivables
balance to current and prior year revenue including sales taxes. A receivable
days calculation of 58 indicates that closing trade receivables represent the
most recent 58 days of revenue. A provision for the impairment of trade
receivables is
established when there is objective evidence that the Group will not be able to
collect all amounts due according to the terms of the original receivables.
The ageing of the provision for impairment of trade receivables is as follows:
2014 2013
$m $m
Up to 3 months 14.1 2.6
Over 3 months 33.4 22.8
47.5 25.4
The movement on the provision for impairment of trade receivables is as
follows:
Wood Group Wood Group
PSN PSN
Wood Group -Production -Turbine
Engineering Services activities Total
$m $m $m $m
2014
At 1 January 15.3 10.1 - 25.4
Exchange movements (0.5) (0.1) - (0.6)
Net movement in provision 8.4 14.3 - 22.7
At 31 December 23.2 24.3 - 47.5
2013
At 1 January 21.7 14.0 7.6 43.3
Exchange movements (0.4) - - (0.4)
Net movement in provision (6.0) (3.9) (5.6) (15.5)
Reclassification as held for - - (2.0) (2.0)
sale
At 31 December 15.3 10.1 - 25.4
Charges/credits to the income statement are included in administrative
expenses. The other classes within trade and other receivables do not contain
impaired assets.
Included within gross trade receivables of $1,122.5m above (2013: $999.3m) are
receivables of $230.9m (2013: $162.5m) which were past due but not impaired.
These relate to customers for whom there is no recent history or expectation of
default. The ageing analysis of these trade receivables, net of provisions, is
as follows:
2014 2013
$m $m
Up to 3 months overdue 163.1 129.1
Over 3 months overdue 67.8 33.4
230.9 162.5
Construction contracts
Financial information in respect of material Engineering, Procurement and
Construction (`EPC') contracts carried out by Wood Group PSN-Turbine activities
is as follows:
2014 2013
$m $m
Contract costs incurred and recognised profit for projects to 1,082.7 1,051.3
date
Contract revenue recognised in the year 31.4 183.9
Receivables for work done under these contracts at the 92.1 79.2
balance sheet date
13 Cash and cash equivalents
2014 2013
$m $m
Cash at bank and in hand 146.6 115.6
Short-term bank deposits 36.5 29.4
183.1 145.0
The effective interest rate on short-term deposits was 0.2% (2013: 0.5%) and
these deposits have an average maturity of 21 days (2013: 44 days).
At 31 December 2014 the Group held $10.0m of cash (2013: $10.0m) in its
insurance captive subsidiary to comply with local regulatory requirements.
At 31 December 2014, $26.5m of the cash balance was subject to an attachment
order.
14 Trade and other payables
2014 2013
$m $m
Trade payables 297.2 290.0
Other tax and social security payable 54.6 65.9
Accruals and deferred income 548.3 513.9
Deferred and contingent consideration 3.0 27.6
Other payables 66.0 53.7
969.1 951.1
15 Borrowings
2014 2013
$m $m
Bank loans and overdrafts due within one year or on demand
Unsecured 14.7 74.1
Non-current bank loans
Unsecured 120.0 396.2
Senior loan notes
Unsecured 375.0 -
Total non-current borrowings 495.0 396.2
Bank loans are denominated in a number of currencies and bear interest based on
LIBOR or foreign equivalents appropriate to the country in which the borrowing
is incurred.
During 2014, the Group issued US$375.0m of unsecured senior loan notes in the
US private placement market. The notes were issued at a mix of 7, 10 and 12
year maturities at an average fixed rate of 3.74%.
The effective interest rates on the Group's bank borrowings at the balance
sheet date were as follows:
2014 2013
% %
US Dollar 1.21 1.16
Sterling - 1.47
Euro - 1.24
Canadian Dollar - 2.21
Other 3.14 3.14
The carrying amounts of the Group's bank borrowings are denominated in the
following currencies:
2014 2013
$m $m
US Dollar 124.5 255.6
Sterling - 91.1
Euro - 61.3
Canadian Dollar - 52.7
Other 10.2 9.6
134.7 470.3
The Group is required to issue trade finance instruments to certain customers.
These include tender bonds, performance bonds, retention bonds, advance payment
bonds and standby letters of credit. At 31 December 2014 the Group's bank
facilities relating to the issue of bonds, guarantees and letters of credit
amounted to $689.2m (2013: $700.6m). At 31 December 2014, these facilities were
49% utilised (2013: 44%).
Borrowing facilities
The Group has the following undrawn borrowing facilities available at 31
December:
2014 2013
$m $m
Expiring within one year 108.8 72.1
Expiring between two and five years 830.0 553.8
938.8 625.9
All undrawn borrowing facilities are floating rate facilities. The facilities
expiring within one year are annual facilities subject to review at various
dates during 2015. The Group was in compliance with its bank covenants
throughout the year. In January 2015, the Group extended its $950m bilateral
bank facilities until January 2020.
16 Other non-current liabilities
2014 2013
$m $m
Deferred and contingent consideration 40.6 57.6
Other payables 89.1 84.1
129.7 141.7
Deferred and contingent consideration represents amounts payable on
acquisitions made by the Group and is expected to be paid over the next five
years.
17 Financial instruments
The Group's activities give rise to a variety of financial risks: market risk
(including foreign exchange risk and cash flow interest rate risk), credit risk
and liquidity risk. The Group's overall risk management strategy is to hedge
exposures wherever practicable in order to minimise any potential adverse
impact on the Group's financial performance.
Risk management is carried out by the Group Treasury department in line with
the Group's Treasury policies. Group Treasury, together with the Group's
business units identify, evaluate and where appropriate, hedge financial risks.
The Group's Treasury policies cover specific areas, such as foreign exchange
risk, interest rate risk, use of derivative financial instruments and
investment of excess cash.
Where the Board considers that a material element of the Group's profits and
net assets are exposed to a country in which there is significant geo-political
uncertainty a strategy is agreed to ensure that the risk is minimised.
(a) Market risk
(i) Foreign exchange risk
The Group is exposed to foreign exchange risk arising from various currencies.
The Group has a number of subsidiary companies whose revenue and expenses are
denominated in currencies other than the US dollar. Where possible, the Group's
policy is to eliminate all significant currency exposures on revenues at the
time of the transaction by using financial instruments such as forward currency
contracts. Changes in the forward contract fair values are booked through the
income statement, except where hedge accounting is used in which case the
change in fair value is recorded in equity.
The Group does not have any financial instruments in place to hedge foreign
currency movements in its balance sheet. However, strategies such as payment of
intercompany dividends are used to minimise the amount of net assets exposed to
foreign currency revaluation.
The Group carefully monitors the economic and political situation in the
countries in which it operates to ensure appropriate action is taken to
minimise any foreign currency exposure.
The Group's largest foreign exchange risk relates to movements in the sterling/
US dollar exchange rate. Movements in the sterling/US dollar rate impact the
translation of sterling profit earned in the UK and the translation of sterling
denominated net assets. The potential impact of changes in the sterling/US
dollar exchange rate is summarised in the table below. As the Group reports in
US dollars a strengthening of the pound has a positive impact on translation of
its sterling companies' profits and net assets.
2014 2013
$m $m
Impact of 10% change to average GBP/$ exchange rate on profit 12.3 15.1
after tax
Impact of 10% change to closing GBP/$ exchange rate on equity 72.9 59.4
10% has been used in these calculations as it represents a reasonable possible
change in the sterling/US dollar exchange rate. The Group also has foreign
exchange risk in relation a number of other currencies, in particular, the
Australian dollar, the Canadian dollar, the Euro and the Norwegian kroner.
(ii) Interest rate risk
The Group finances its operations through a mixture of retained profits and
debt. The Group borrows in the desired currencies at floating rates of interest
and then uses interest rate swaps into fixed rates to generate the desired
interest profile and to manage the Group's exposure to interest rate
fluctuations. At 31 December 2014, 89% (2013: 24%) of the Group's bank
borrowings were at fixed rates after taking account of interest rate swaps. The
increase during the year is due to the repayment of most of the Group's
floating rate debt following the issue of senior loan notes in the US private
placement market. If the senior loan notes are taken into account the
percentage of debt at fixed rate increases to 97%.
The Group is also exposed to interest rate risk on cash held on deposit. The
Group's policy is to maximise the return on cash deposits whilst ensuring that
cash is deposited with a financial institution with a credit rating of `A' or
better, where possible. If average interest rates had been 1% higher or lower
during 2014 (2013: 1%), post-tax profit for the year would have been $2.7m
lower or higher respectively (2013: $2.4m). 1% has been used in this
calculation as it represents a reasonable possible change in interest rates.
(iii) Price risk
The Group is not exposed to any significant price risk in relation to its
financial instruments.
(b) Credit risk
The Group's credit risk primarily relates to its trade receivables. The Group's
operations comprise Wood Group Engineering and Wood Group PSN, each of which is
made up of a number of businesses. Responsibility for managing credit risks
lies within the businesses with support being provided by Group and divisional
management where appropriate.
A customer evaluation is typically obtained from an appropriate credit rating
agency. Where required, appropriate trade finance instruments such as letters
of credit, bonds, guarantees and credit insurance will be used to manage credit
risk.
The Group's major customers are typically large companies which have strong
credit ratings assigned by international credit rating agencies. Where a
customer does not have sufficiently strong credit ratings, alternative forms of
security such as the trade finance instruments referred to above may be
obtained. The Group has a broad customer base and management believe that no
further credit risk provision is required in excess of the provision for
impairment of trade receivables.
Management review trade receivables across the Group based on receivable days
calculations to assess performance. There is significant management focus on
receivables that are overdue. A table showing trade receivables and receivable
days is provided in note 12. Receivable days calculations are not provided on
non-trade receivables as management do not believe that this information is a
relevant metric.
The Group also has credit risk in relation to cash held on deposit. The Group's
policy is to deposit cash at institutions with a credit rating of `A' or better
where possible. 100% of cash held on deposit at 31 December 2014 (2013: 81%)
was held with such institutions.
(c) Liquidity risk
With regard to liquidity, the Group's main priority is to ensure continuity of
funding. At 31 December 2014, 89% (2013: 84%) of the Group's borrowing
facilities were due to mature in more than one year. Based on the current
outlook the Group has sufficient funding in place to meet its future
obligations. During 2014, the Group issued US$375m of unsecured senior loan
notes in the US private placement market. The notes were issued at a mix of 7,
10 and 12 year maturities. In January 2015, the Group extended its bilateral
facilities of $950m to January 2020.
(d) Capital risk
The Group seeks to maintain an optimal capital structure. The Group monitors
its capital structure on the basis of its gearing ratio, interest cover and
when applicable, the ratio of net debt to EBITDA. These ratios are calculated
using the proportionally consolidated figures used for management reporting.
Gearing is calculated by dividing net debt by equity attributable to owners of
the parent. Gearing at 31 December 2014 was 11.6% (2013: 12.9%).
Interest cover is calculated by dividing total EBITA by net finance expense.
Interest cover for the year to 31 December 2014 was 22.7 times (2013: 28.7
times).
The ratio of net debt to total EBITDA at 31 December 2014 was 0.5 (2013: 0.5).
Financial liabilities
The table below analyses the Group's financial liabilities into relevant
maturity groupings based on the remaining period from the balance sheet date to
the contractual maturity date. The amounts disclosed in the table are the
contractual undiscounted cash flows. Drawdowns under the bilateral bank
facilities are for periods of three months or less and therefore loan interest
payable is excluded from the amounts below.
At 31 December 2014 Less than 1 Between 1 Between 2
year and 2 years and 5 years Over 5
$m $m $m years
$m
Borrowings 28.7 14.0 162.1 447.5
Trade and other payables 914.5 - - -
Other non-current liabilities - 37.8 94.2 -
At 31 December 2013
Borrowings 74.1 - 396.2 -
Trade and other payables 885.2 - - -
Other non-current liabilities - 50.6 96.0 -
Fair value of non-derivative financial assets and financial liabilities
The fair value of short-term borrowings, trade and other payables, trade and
other receivables, short-term deposits and cash at bank and in hand
approximates to the carrying amount because of the short maturity of interest
rates in respect of these instruments. Drawdowns under long-term bank
facilities are for periods of three months or less and as a result, book value
and fair value are considered to be the same.
Details of derivative financial instruments are not disclosed in the financial
statements as they are not material.
18 Provisions
Warranty Other
provisions provisions Total
$m $m $m
At 1 January 2014 31.6 34.6 66.2
Exchange movements (2.0) (0.3) (2.3)
Net movement in provision 4.1 10.1 14.2
At 31 December 2014 33.7 44.4 78.1
Warranty provisions
These provisions are recognised in respect of guarantees provided in the normal
course of business relating to contract performance. They are based on previous
claims history and it is expected that most of the costs in respect of these
provisions will be incurred over the next two years.
Other provisions
At 31 December 2014, other provisions of $44.4m (2013: $34.6m) have been
recognised. This amount includes provisions for non-recoverable indirect taxes,
provisions for legal claims, and provisions relating to the divestment of
businesses. It is expected that any payment required in respect of these
provisions would be made within the next two years.
19 Deferred tax
Deferred tax is calculated in full on temporary differences under the liability
method using the tax rate applicable to the territory in which the asset or
liability has arisen. Deferred tax in relation to UK companies is provided at
20% (2013: 22%). The movement on the deferred tax account is shown below:
2014 2013
$m $m
At 1 January (28.2) (30.6)
Exchange movements 2.4 1.3
Credit to income statement (note 5) (31.7) (33.4)
Acquisitions (note 27) 5.9 4.1
Disposals 1.3 -
Deferred tax relating to retirement benefit liabilities (3.3) 3.8
Deferred tax relating to share option schemes 6.3 10.7
Deferred tax relating to foreign exchange on net investment (11.1) -
in subsidiary
Reclassified as held for sale - 15.9
At 31 December (58.4) (28.2)
Deferred tax is presented in the financial statements as
follows:
Deferred tax assets (62.3) (28.2)
Deferred tax liabilities 3.9 -
(58.4) (28.2)
No deferred tax is recognised on the unremitted earnings of overseas
subsidiaries and joint ventures. As these earnings are continually reinvested
by the Group, no tax is expected to be payable on them in the foreseeable
future.
The Group has unrecognised tax losses of $93.7m (2013: $51.1m) to carry forward
against future taxable income.
Deferred tax assets and liabilities are only offset where there is a legally
enforceable right of offset and there is an intention to settle the balances
net. The deferred tax balances are analysed below:-
Accelerated Share Short term
tax based timing
depreciation Pension charges differences Losses Total
2014 $m $m $m $m $m $m
Deferred tax assets 44.5 (5.4) (10.7) (90.3) (0.4) (62.3)
Deferred tax - - - 3.9 - 3.9
liabilities
Net deferred tax 44.5 (5.4) (10.7) (86.4) (0.4) (58.4)
asset
2013
Deferred tax assets 66.3 (9.1) (19.2) (57.1) (9.1) (28.2)
20 Share based charges
The Group currently has a number of share schemes that give rise to share based
charges. These are the Executive Share Option Scheme (`ESOS'), the Long Term
Retention Plan (`LTRP'), the Long Term Incentive Plan (`LTIP'), the Long Term
Cash Incentive Plan (`LTCIP') and the Long Term Plan (`LTP'). The LTP replaced
the LTRP, LTIP and LTCIP in 2013. The charge to operating profit in 2014 for
these schemes amounted to $17.4m (2013: $22.4m). $18.2m (2013: $21.0m) relating
to the charge has been credited to retained earnings and $0.8m (2013: $1.4m
charge) has been deducted from liabilities reflecting a credit to operating
profit for the year in respect of 2013 true-ups to the LTCIP, which is a cash
settled scheme.
In addition, accelerated charges of $4.8m have been booked to exceptional items
in the period relating to employees who transferred to the EthosEnergy joint
venture. $1.3m of this amount is credited to equity and $3.5m, representing the
cash amount payable to former Group employees in compensation for loss of the
options, is credited to non-current liabilities.
The assumptions made in arriving at the charge for each scheme are detailed
below.
ESOS and LTRP
For the purposes of calculating the fair value of the share options, a
Black-Scholes option pricing model has been used. Based on past experience, it
has been assumed that options will be exercised, on average, six months after
the earliest exercise date, which is four years after grant date, and there
will be a lapse rate of between 20% for ESOS and 25% for LTRP. The share price
volatility used in the calculation of 40% is based on the actual volatility of
the Group's shares since IPO as well as that of comparable companies. The risk
free rate of return is based on the implied yield available on zero coupon
gilts with a term remaining equal to the expected lifetime of the options at
the date of grant.
Long Term Incentive Plan
The Group's Long Term Incentive Plan (`LTIP') was in place from 2008 to 2012.
Under this Scheme, the executive directors and certain senior executives were
awarded shares or share options dependent upon the achievement of performance
targets established by the Remuneration Committee. The performance measures for
the LTIP were EBITA, OCER (ratio of operating capital employed to revenue),
total shareholder return and adjusted diluted earnings per share. The LTIP
awards are in the form of shares or share options and forfeitable restricted
shares or share options. 20% of any award earned over the three year
performance cycle is deferred for a further two years in the form of
forfeitable restricted shares or share options.
Long Term Plan
The Group's Long Term Plan (`LTP') was introduced during 2013 to replace the
LTRP, LTIP and LTCIP. Two distinct awards will be made under LTP. Nil value
share options will be awarded on the same basis as awards under the LTRP (see
above). Awards to former LTIP and LTCIP participants will be made on a broadly
similar basis to LTIP with the performance measures being EBITA, total
shareholder return and adjusted diluted earnings per share. Participants may be
granted conditional share awards or nil cost options at the start of the cycle.
Performance is measured over a three year period and up to 80% of an award may
vest based on the performance over that period. The vesting of at least 20% of
any award is normally deferred for a further period of at least two years.
Performance based awards
Details of the LTIP/LTP awards are set out in the table below. The charge for
market related performance targets has been calculated using a Monte Carlo
simulation model taking account of share price volatility against peer group
companies, risk free rate of return, dividend yield and the expected lifetime
of the award. Further details of the LTIP/LTP are provided in the Directors'
Remuneration Report.
Cycle 3 Cycle 4 Cycle 5 Cycle 6 Cycle 7
(LTIP) (LTIP) (LTIP) (LTP) (LTP)
Performance period 2010-12 2011-13 2012-14 2013-15 2014-16
Fair value of awards GBP3.01 GBP5.10 GBP6.18 GBP7.53 GBP7.26
Type of award Shares Shares/ Shares/ Options Options
options options
Outstanding at 31/12/14 370,947 491,657 - 1,912,928 2,241,930
Options issuable at 31/12/14 - - 616,202 - -
The awards outstanding under cycles 3 and 4 represent 20% of the award at
vesting which is deferred for two years. The options issuable under cycle 5 are
estimated based on anticipated achievement against the set targets.
Further details on the LTP are provided in the Directors' Remuneration Report.
LTCIP
The share based charge for the LTCIP for cycle 4 and 5 was calculated using a
fair value of GBP5.95 (2013: GBP6.62). The fair value is calculated using a
Black-Scholes option pricing model using similar assumptions to those used for
ESOS and LTRP above. Payments under the LTCIP are linked to movements in the
Group's share price.
Share options
A summary of the basis for the charge for ESOS, LTRP and LTP options is set out
below together with the number of options granted, exercised and lapsed duringthe year.
ESOS LTRP LTP
2014 2013 2014 2013 2014 2013
Number of 1,002 1,054 442 453 293 3
participants
Lapse rate 25% 20% 20% 15% 20% 15%
Risk free rate of 1.55% 1.45% - - 1.55% 1.45%
return on grants
during year
Share price 40% 40% 40% 40% 40% 40%
volatility
Dividend yield on 1.78% 1.47% - - 1.78% 1.47%
grants during year
Fair value of GBP2.27 GBP2.29 - - GBP7.03 GBP7.65
options granted
during year
Weighted average 6.9 years 7.2 years 2.3 years 2.7 years 4.3 years 4.5
remaining years
contractual life
Options outstanding 1 8,736,827 9,655,995 3,421,120 4,915,876 11,500 -
January
Options granted 1,166,552 1,954,000 - 913,680 973,000 11,500
during the year
Options exercised (1,872,405) (2,130,318) (1,139,828) (2,104,012) - -
during the year
Options lapsed during (1,162,480) (742,850) (435,734) (304,424) (22,104) -
the year
Options outstanding 6,868,494 8,736,827 1,845,558 3,421,120 962,396 11,500
31 December
No. of options 1,612,803 1,139,791 160,552 256,500 - -
exercisable at 31
December
Weighted average GBP7.67 GBP8.54 GBP7.48 GBP8.45 - -
share price of
options exercised
during year
Executive Share Option Schemes
The following options to subscribe for new or existing shares were outstanding
at 31 December:
Year of Number of ordinary Exercise
shares under option price
Grant 2014 2013 (per share) Exercise
period
2004 - 135,000 128½p 2008-2014
2005 - 10,000 145p 2009-2015
2006 35,000 38,500 265¼p 2010-2016
2007 44,000 61,000 268½p 2011-2017
2008 77,658 118,989 381¾p 2012-2018
2008 8,986 8,986 354?p 2012-2018
2009 499,621 732,316 222p 2013-2019
2009 25,000 35,000 283?p 2013-2019
2010 922,538 2,270,374 377½p 2014-2020
2011 1,309,192 1,730,681 529½p 2015-2021
2012 1,313,636 1,710,398 680½p 2016-2022
2012 5,000 5,000 802p 2016-2022
2013 1,482,019 1,876,583 845?p 2017-2023
2013 4,000 4,000 812p 2017-2023
2014 1,141,844 - 767?p 2018-2024
6,868,494 8,736,827
Details of the Group's Executive Share Option Schemes are set out in the
Directors' Remuneration Report. Share options are granted at an exercise price
equal to the average mid-market price of the shares on the three days prior to
the date of grant.
Long Term Retention Plan
The following options granted under the Group's LTRP were outstanding at 31
December:
Year of Number of ordinary Exercise
shares under option price
Grant 2014 2013 (per share) 2014
2009 - 256,500 3?p 2013-2014
2010 160,552 940,272 3?p 2014-2015
2011 71,563 67,917 3?p 2015-2016
2011 394,799 495,982 42/7p 2015-2016
2012 583,811 794,010 42/7p 2016-2017
2013 634,833 866,439 42/7p 2017-2018
1,845,558 3,421,120
Options are granted under the Group's LTRP at par value. The basis of the
scheme is that an overall bonus pool is calculated annually based on
performance criteria that consider the growth in the Group's adjusted earnings
per share in the prior year. There are no performance criteria attached to the
exercise of options under the LTRP. Further details on the LTRP are provided in
the Directors' Remuneration Report.
Nil value share options
The following options granted under the Group's LTP were outstanding at 31
December:
Year of Number of ordinary Exercise
shares under option price
Grant 2014 2013 (per share) Exercise
period
2013 11,500 11,500 0.00p 2017-2018
2014 950,896 - 0.00p 2018-2019
962,396 11,500
Options are granted under the Group's LTP at nil value. There are performance
criteria relating to the creation of the pool available but none relating to
the exercise of the options. Further details on the LTP are provided in the
Directors' Remuneration Report.
21 Share capital
Ordinary shares of 42/7 pence each 2014 2013
(2013: 42/7 pence)
Issued and fully paid shares $m shares $m
At 1 January 375,075,384 23.6 373,175,384 23.5
Allocation of new shares to employee 1,900,000 0.1 1,900,000 0.1
share trusts
At 31 December 376,975,384 23.7 375,075,384 23.6
22 Share premium
2014 2013
$m $m
At 1 January 56.0 54.3
Allocation of new shares to employee share trusts - 1.7
At 31 December 56.0 56.0
23 Retained earnings
2014 2013
$m $m
At 1 January 1,856.6 1,640.7
Profit for the year attributable to owners of the parent 322.0 295.9
Dividends paid (note 6) (87.2) (67.4)
Credit relating to share based charges (note 20) 19.5 21.0
Re-measurement (loss)/gain on retirement benefit liabilities (16.5) 16.5
(note 29)
Movement in deferred tax relating to retirement benefit 3.3 (3.8)
liabilities
Shares allocated to employee share trusts (0.1) (1.8)
Shares purchased by employee share trusts - (47.8)
Shares disposed of by employee share trusts 11.2 7.9
Tax credit relating to share option schemes 1.8 3.2
Tax credit relating to foreign exchange on net investment in 15.0 -
subsidiary
Transactions relating to joint ventures and non-controlling 8.5 (3.3)
interests
Exchange movements in respect of shares held by employee 8.7 (4.5)
share trusts
At 31 December 2,142.8 1,856.6
Retained earnings are stated after deducting the investment in own shares held
by employee share trusts. No options have been granted over shares held by the
employee share trusts (2013: nil).
Shares held by employee share trusts
2014 2013
Shares $m Shares $m
Balance 1 January 11,640,553 158.9 11,599,912 112.7
New shares allocated 1,900,000 0.1 1,900,000 1.8
Shares purchased - - 3,934,000 47.8
Shares issued to satisfy (3,012,233) (11.2) (4,227,436) (7.9)
option exercises
Shares issued to satisfy (1,038,523) - (1,565,923) -
awards under Long Term
Incentive Plan
Exchange movement - (8.7) - 4.5
Balance 31 December 9,489,797 139.1 11,640,553 158.9
Shares acquired by the employee share trusts are purchased in the open market
using funds provided by John Wood Group PLC to meet obligations under the
Employee Share Option Schemes, LTRP, LTIP and LTP. Shares are allocated to the
employee share trusts in order to satisfy future option exercises at various
prices.
The costs of funding and administering the trusts are charged to the income
statement in the period to which they relate. The market value of the shares at
31 December 2014 was $88.3m (2013: $132.3m) based on the closing share price of
GBP5.96 (2013: GBP6.86). The employee share trusts have waived their rights to
receipt of dividends on ordinary shares.
24 Other reserves
Capital Capital Currency
reduction redemption translation Hedging
reserve reserve reserve reserve Total
$m $m $m $m $m
At 1 January 2013 88.1 439.7 (18.2) (1.0) 508.6
Exchange movements on - - (37.6) - (37.6)
retranslation of foreign
currency net assets
Cash flow hedges - - - 0.2 0.2
At 31 December 2013 88.1 439.7 (55.8) (0.8) 471.2
Exchange movements on - - (147.4) - (147.4)
retranslation of foreign
currency net assets
Cash flow hedges - - - (0.1) (0.1)
At 31 December 2014 88.1 439.7 (203.2) (0.9) 323.7
The currency translation reserve relates to the retranslation of foreign
currency net assets on consolidation. This was reset to zero on transition to
IFRS at 1 January 2004. The movement during the year relates to the
retranslation of foreign currency net assets, including goodwill and intangible
assets recognised on acquisition. The hedging reserve relates to the accounting
for derivative financial instruments under IAS 39. Fair value gains and losses
in respect of effective cash flow hedges are recognised in the hedging reserve.
25 Non-controlling interests
2014 2013
$m $m
At 1 January 8.9 8.2
Exchange movements (0.3) (0.2)
Share of profit for the year 14.3 4.6
Dividends paid to non-controlling interests (7.7) (3.1)
Other transactions with non-controlling interests (2.1) (0.6)
At 31 December 13.1 8.9
26 Cash generated from operations
2014 2013
$m $m
Reconciliation of operating profit to cash generated
from operations:
Operating profit from continuing operations 497.4 364.6
Less share of post-tax profit from joint ventures (30.0) (1.9)
467.4 362.7
Operating (loss)/profit from discontinued operations (27.3) 55.2
(note 27)
440.1 417.9
Adjustments for:
Depreciation 46.3 44.8
Loss on disposal of property plant and equipment 6.2 1.6
Amortisation of intangible assets 98.9 101.7
Share based charges 22.2 22.4
Increase/(decrease) in provisions 7.5 (7.5)
Dividends from joint ventures 20.3 24.7
Exceptional items- non cash impact 23.5 (23.4)
Changes in working capital (excluding effect of
acquisition and divestment of subsidiaries)
Increase in inventories (5.2) (9.7)
Increase in receivables (73.5) (66.5)
(Decrease)/increase in payables (0.8) 11.0
Exchange movements (14.1) (8.4)
Cash generated from operations 571.4 508.6
Analysis of net debt
At 1 January Exchange At 31 December
2014 Cash flow movements 2014
$m $m $m $m
Cash and cash equivalents 145.0 47.1 (9.0) 183.1
Short-term borrowings (74.1) 59.3 0.1 (14.7)
Long-term borrowings (396.2) (103.3) 4.5 (495.0)
Net debt (325.3) 3.1 (4.4) (326.6)
27 Acquisitions and divestments
Acquisitions
The assets and liabilities acquired in respect of business combinations were as
follows:
Agility
Projects
AS Other Total
$m $m $m
Property plant and equipment 2.9 10.0 12.9
Intangible assets recognised on acquisition 17.1 10.5 27.6
Other intangible assets 7.0 - 7.0
Trade and other receivables 66.6 20.8 87.4
Cash and cash equivalents 9.3 4.3 13.6
Borrowings - (8.7) (8.7)
Trade and other payables (75.9) (7.8) (83.7)
Income tax liabilities - (0.2) (0.2)
Deferred tax (5.7) (0.2) (5.9)
Total identifiable net assets acquired 21.3 28.7 50.0
Goodwill 140.9 59.1 200.0
Non-controlling interests - 2.1 2.1
Consideration 162.2 89.9 252.1
Consideration satisfied by:
Cash 162.2 105.6 267.8
Deferred and contingent consideration - (15.7) (15.7)
162.2 89.9 252.1
The Group has used acquisition accounting for the purchases and, in accordance
with the Group's accounting policies, the goodwill arising on consolidation of
$200.0m has been capitalised. The table reflects payments in respect of
deferred and contingent consideration made in relation to acquisitions in prior
periods.
During the year the Group acquired 100% of the share capital of Agility
Projects AS, 100% of the share capital of Cape Software Inc, 100% of the share
capital of Sunstone Projects Ltd and 100% of the share capital of Swaggart
Brothers Inc. The Group also acquired the assets of Meesters. Due to its size,
the acquisition of Agility Projects AS is considered material and has been
presented separately in the table above. The other acquisitions are not
considered to be material on an individual basis and therefore have been
aggregated above.
The acquired companies will be in a position to access the Group's wider client
base and use the Group's resources to further grow and develop their
businesses. These factors contribute to the goodwill recognised on the
acquisitions.
Provisional fair value adjustments of $27.6m, representing the fair value of
customer contracts, have been recorded in relation to the acquisitions made in
the year. Other provisional fair value adjustments of $2.8m have also been
recorded. Trade and other receivables acquired of $87.4m are expected to be
recovered in full.
The outflow of cash and cash equivalents in respect of acquisitions is analysed
as follows:
$m
Cash consideration 267.8
Cash acquired (13.6)
Borrowings acquired 8.7
Cash outflow 262.9
Included in the cash outflow above are payments of $40.8m made during the year
in respect of acquisitions made in prior periods and $4.8m in respect of the
acquisition of non-controlling interests.
27 Acquisitions and divestments (continued)
The results of the Group, as if the above acquisitions had been made at the
beginning of period, are presented in the table below. Note that total revenue
and EBITA includes share of joint venture revenue and EBITA and is consistent
with the presentation in note 1.
$m
Total Revenue 7,820.0
Total EBITA 569.8
From the date of acquisition to 31 December 2014, the acquisitions contributed
$125.0m to revenue and $9.9m to EBITA.
Divestments
In May 2014, the Group's joint venture with Siemens, EthosEnergy Group Limited
was formed. Whilst the Group has a 51% shareholding in the new entity, all
significant decision making requires unanimous consent from both parties and
therefore the Group does not have control and the new company is accounted for
as a joint venture. The transaction was accounted for under IAS 28 `Investments
in associates and joint ventures' as follows -:
$m $m
Book value of net assets transferred to 541.8
EthosEnergy
Cash received and receivable (157.4)
Net assets disposed 384.4
Value of the Group's investment in EthosEnergy (384.4)
-
Disposal costs
Cumulative foreign exchange losses recycled 7.0
through the income statement
Accelerated share based charges 4.8
Legal and other costs 11.2 23.0
Net impact of transaction included in 23.0
exceptional items (see note 4)
The value of the Group's investment in EthosEnergy represents the fair value of
the net assets disposed.
Under the joint venture agreement the Group received a 51% ownership interest
in EthosEnergy and EthosEnergy was required to pay the Group $70.0m, of which
$21.0m was paid during 2014. In addition, an estimated $87.4m is payable by
EthosEnergy in respect of post close adjustments for items including working
capital and indebtedness at the date of formation. $37.6m of this amount was
received during 2014. Foreign exchange losses of $7.0m which were recorded in
the currency translation reserve in prior years have been recycled through the
income statement as required by IAS 21 `The effects of changes in foreign
exchange rates'. Further details of the accelerated share based charges are
provided in note 20.
The results of the Wood Group businesses transferred to EthosEnergy are shown
as profit from discontinued operations in the Group income statement. EBITA
losses for the four month period were $1.7m, operating losses (after deducting
the $23.0m disposal costs above) were $27.3m, and losses after tax were $25.9m.
Cash outflows from discontinued operations amounted to $24.3m, comprising
$12.7m operating cash outflows, $7.1m investing cash outflows and $4.5m
financing cash outflows. At 31 December 2013 the assets and liabilities that
the Group anticipated transferring to EthosEnergy were classified as held for
sale.
During the year, the Group disposed of one of its South American businesses for
net proceeds of $1.7m. No gain or loss was recorded on the transaction, the net
assets having already been written down in 2013.
28 Employees and directors
Employee benefits expense 2014 2013
$m $m
Wages and salaries 2,905.6 2,927.7
Social security costs 240.6 202.0
Pension costs - defined benefit schemes (note 29) 3.5 7.5
Pension costs - defined contribution schemes (note 29) 89.6 92.8
Share based charges 17.4 22.4
3,256.7 3,252.4
Employee benefits expense includes both continuing and discontinued operations.
Average monthly number of employees (including executive 2014 2013
directors)
No. No.
By geographical area:
UK 9,512 8,412
US 12,409 10,699
Rest of the World 10,019 10,759
31,940 29,870
The average number of employees excludes contractors and employees of joint
venture companies.
2014 2013
Key management compensation $m $m
Salaries and short-term employee benefits 8.4 8.5
Amounts receivable under long-term incentive schemes 1.6 2.0
Social security costs 1.1 1.1
Post-employment benefits 0.4 0.5
Share based charges 2.6 4.1
14.1 16.2
Key management compensation represents the charge to the income statement in
respect of the remuneration of the Group board and Group Excom members.
2014 2013
Directors $m $m
Aggregate emoluments 5.0 5.9
Aggregate amounts receivable under long-term incentive 1.0 1.4
schemes
Aggregate gains made on the exercise of share options 1.4 0.9
Share based charges 1.7 3.1
9.1 11.3
At 31 December, three directors (2013: three) had retirement benefits accruing
under a defined contribution pension plan and no directors (2013: one) had
benefits accruing under the Group's defined benefit pension scheme. Further
details of directors' emoluments are provided in the Directors' Remuneration
Report.
29 Retirement benefit obligations
The Group operates a defined benefit pension scheme in the UK, the John Wood
Group PLC Retirement Benefits Scheme, which is contracted out of the State
Scheme, and a number of defined contribution plans. The assets of the defined
benefits scheme are held separately from those of the Group, being invested
with independent investment companies in trustee administered funds. From April
2007 members accrued benefits under the scheme on a `CARE' (Career Averaged
Revalued Earnings) basis. On 30 June 2014, the scheme was closed to future
accrual. A past service gain of GBP4.0m ($6.7m) arose as a result of the closure
of the scheme and this amount has been credited to administrative expenses in
the income statement.
The most recent actuarial valuation of the scheme was carried out at 5 April
2013 by a professionally qualified actuary. On closure of the scheme to future
accrual, GBP7.5m was paid by the Group to reduce the scheme deficit. The Group
has also agreed to pay deficit reduction contributions of GBP1.7m per annum from
2014 until 2021. At 31 December 2014, there were no active members (2013: 241),
330 pensioners (2013: 286) and 837 deferred members (2013: 654) of the scheme.
The principal assumptions made by the actuaries at the balance sheet date were:
2014 2013
% %
Discount rate 3.6 4.5
Rate of increase in pensionable salaries N/A 5.4
Rate of increase in pensions in payment and deferred 3.1 3.4
pensions
Rate of retail price index inflation 3.1 3.4
Rate of consumer price index inflation 2.3 2.6
At 31 December 2014, the mortality assumption used to determine pension
liabilities is based on the most recent mortality tables which consider UK wide
mortality data relevant to the Group's pension scheme. The mortality rates are
then adjusted to allow for expected future improvements in mortality using up
to date projections. The mortality assumption can be fully described as PXA00-
CMI_2012 (1.25%).
The amounts recognised in the balance sheet are determined as follows:
2014 2013
$m $m
Present value of funded obligations (293.1) (267.1)
Fair value of scheme assets 266.1 225.9
Net liabilities (27.0) (41.2)
The major categories of scheme assets as a percentage of total scheme assets
are as follows:
2014 2014 2013 2013
$m % $m %
Equity securities 201.4 75.7 196.8 87.1
Corporate bonds 18.4 6.9 17.8 7.9
Gilts 19.4 7.3 8.1 3.6
Annuity policies 7.2 2.7 - -
Cash 19.7 7.4 3.2 1.4
266.1 100.0 225.9 100.0
The amounts recognised in the income statement are as follows:
2014 2013
$m $m
Current service cost included within employee benefits 3.5 7.5
expense
Past service gain (6.7) -
Interest cost 12.0 10.8
Interest income on scheme assets (10.2) (8.4)
Total included within finance expense 1.8 2.4
The employee benefits expense and past service gain are included within
administrative expenses in the income statement.
Changes in the present value of the defined benefit liability are as follows:
2014 2013
$m $m
Present value of funded obligations at 1 January 267.1 246.1
Current service cost 3.5 7.5
Past service gain (6.7) -
Interest cost 12.0 10.8
Re-measurements:
- actuarial losses arising from changes in financial 37.5 11.4
assumptions
- actuarial gains arising from changes in demographic - (9.2)
assumptions
- actuarial losses arising from changes in experience 7.0 0.1
Benefits paid (9.2) (5.1)
Exchange movements (18.1) 5.5
Present value of funded obligations at 31 December 293.1 267.1
At 31 December 2014, the present value of funded obligations comprised $216.0m
relating to deferred members and $77.1m relating to pensioners.
Changes in the fair value of scheme assets are as follows:
2014 2013
$m $m
Fair value of scheme assets at 1 January 225.9 191.1
Interest income on scheme assets 10.2 8.4
Contributions 28.0 7.9
Benefits paid (9.2) (5.1)
Expenses paid (0.5) (0.4)
Re-measurement gain on scheme assets 28.0 18.8
Exchange movements (16.3) 5.2
Fair value of scheme assets at 31 December 266.1 225.9
Analysis of the movement in the balance sheet liability:
2014 2013
$m $m
At 1 January 41.2 55.0
Current service cost 3.5 7.5
Past service gain (6.7) -
Finance expense 1.8 2.4
Contributions (28.0) (7.9)
Expenses paid 0.5 0.4
Re-measurement losses/(gains) recognised in the year 16.5 (16.5)
Exchange movements (1.8) 0.3
At 31 December 27.0 41.2
The contributions expected to be paid during the financial year ending 31
December 2015 amount to $2.7m (GBP1.7m).
Scheme risks
The retirement benefit scheme is exposed to a number of risks, the most
significant of which are -
Volatility
The defined benefit obligation is measured with reference to corporate bond
yields and if scheme assets underperform relative to this yield, this will
create a deficit, all other things being equal. The scheme investments are well
diversified such that the failure of a single investment would not have a
material impact on the overall level of assets.
Changes in bond yields
A decrease in corporate bond yields will increase the defined benefit
obligation. This would however be offset to some extent by a corresponding
increase in the value of the scheme's bond asset holdings.
Inflation risk
The majority of benefits in deferment and in payment are linked to price
inflation so higher actual inflation and higher assumed inflation will increase
the defined benefit obligation.
Life expectancy
The defined benefit obligation is generally made up of benefits payable for
life and so increases to members' life expectancies will increase the defined
benefit obligation, all other things being equal.
Sensitivity of the retirement benefit obligation
The impact of changes to the key assumptions on the retirement benefit
obligation is shown below. The sensitivity is based on a change in an
assumption whilst holding all other assumptions constant. In practice, this is
unlikely to occur, and changes in some of the assumptions may be correlated.
When calculating the sensitivity of the defined benefit obligation to
significant actuarial assumptions the same method has been applied as when
calculating the pension obligation recognised in the Group balance sheet.
Assumption Change Impact on obligation
Discount rate 0.1% $5.8m
Rate of retail prices index inflation 0.1% $3.3m
Rate of consumer price index inflation 0.1% $1.2m
Life expectancy 1 year $7.5m
29 Retirement benefit obligations (continued)
Defined contribution plans
Pension costs for defined contribution plans were as follows:
2014 2013
$m $m
Defined contribution plans 89.6 92.8
There were no material contributions outstanding at 31 December 2014 in respect
of defined contribution plans.
30 Operating lease commitments - minimum lease payments
2014 2013
Vehicles, Vehicles,
plant and plant and
Property equipment Property equipment
$m $m $m $m
Amounts payable under non-cancellable
operating leases due:
Within one year 87.8 17.7 83.0 11.0
Later than one year and less than five 268.1 14.5 244.9 18.2
years
After five years 188.2 - 184.8 -
544.1 32.2 512.7 29.2
The Group leases various offices and facilities under non-cancellable operating
lease agreements. The leases have various terms, escalation clauses and renewal
rights. The Group also leases vehicles, plant and equipment under
non-cancellable operating lease agreements.
31 Contingent liabilities
At the balance sheet date the Group had cross guarantees without limit extended
to its principal bankers in respect of sums advanced to subsidiaries.
The Group is aware of potential legal challenges which may affect historic and
future employment costs and may have an impact on the Group. At this point it
is not possible to make a reliable estimate of the liability, if any, that may
arise and therefore no provision has been made.
From time to time and in the normal course of business the Group is notified of
legal claims in respect of work carried out. Management believe that the Group
is in a strong position to defend these claims. In addition, the Group is
currently cooperating with investigations in relation to facilities where it
provides or previously provided services. Management do not believe that it is
probable that any material liability will arise from any of these matters.
32 Capital and other financial commitments
2014 2013
$m $m
Contracts placed for future capital expenditure not provided 5.8 8.8
in the financial statements
The capital expenditure above relates to property plant and equipment. In
addition, joint venture companies have commitments amounting to $2.0m.
33 Related party transactions
The following transactions were carried out with the Group's joint ventures.
These transactions comprise sales and purchases of goods and services and
funding provided in the ordinary course of business. The receivables include
loans to certain joint venture companies.
2014 2013
$m $m
57.5 25.1
Sale of goods and services to joint ventures
Purchase of goods and services from joint ventures 15.6 11.7
Receivables from joint ventures 181.0 87.0
Payables to joint ventures 27.6 9.8
Key management compensation is disclosed in note 28.
34 Subsequent events
In January 2015, the Group extended its $950m bilateral bank facilities until
January 2020.
35 Principal subsidiaries and joint ventures
The Group's principal subsidiaries and joint ventures at 31 December 2014 are
listed below. These are the companies which have the most significant impact on
the Group's financial statements. The Group has taken advantage of section 410
of the Companies Act 2006 and not disclosed a full list of subsidiaries as this
would involve a statement of excessive length. A full list of subsidiaries will
be included in the Company's Annual Return.
Country of
incorporation Ownership
Name of subsidiary or joint or registration interest % Principal activity
venture
Wood Group Engineering
Wood Group Mustang Holdings, USA 100 Conceptual, FEED and
Inc detailed
Wood Group Kenny Corporate UK 100 engineering, project and
Limited construction
Wood Group Mustang (Canada) Canada 100 management and control
Inc system upgrades.
Wood Group Mustang Norway AS Norway 100
Wood Group PSN - Production
Services
Wood Group Engineering (North UK 100 Brownfield engineering
Sea) Limited and
Wood Group PSN, Inc USA 100 modifications, production
enhancement,
Wood Group PAC, Inc USA 100 operations and management,
facility
Wood Group PSN Limited UK 100 construction and
maintenance
Production Services Network UK 100 management training and
(UK) Limited abandonment
Wood Group PSN Australia Pty Australia 100 services.
Limited
Production Services Network Russia 100
Sakhalin LLC
Production Services Network Canada 100
Canada Inc
Mitchells Oilfield Services USA 100
Inc
USA 100
Elkhorn Holdings Inc
Cyprus 50*
Wood Group CCC Limited
Wood Group PSN - Turbine
activities
Rolls Wood Group (Repair & UK 50* Industrial gas turbine
Overhauls) and rotating equipment
repair, maintenance and
Limited
TransCanada Turbines Limited Canada 50* overhaul and power plant
EPC services.
EthosEnergy Group Limited UK 51*
The proportion of voting power held equates to the ownership interest, other
than for joint ventures (marked *) which are jointly controlled.
36 Reconciliation of primary financial statements as previously reported to
adjust for change to equity accounting
The financial statements for the year ended 31 December 2013 have been restated
as a result of the introduction of IFRS 11 `Joint Arrangements'. Previously,
the Group used proportional consolidation to account for its interests in joint
ventures. Under IFRS 11, equity accounting must be used to account for
interests in joint ventures and therefore these periods have been restated
accordingly.
Group income statement for year ended 31 December 2013
Adjust for joint
As ventures previously
previously proportionally
reported consolidated As restated
$m $m $m
Revenue from continuing 6,379.7 (626.5) 5,753.2
operations
Cost of sales (5,351.9) 548.6 (4,803.3)
Gross profit 1,027.8 (77.9) 949.9
Administrative expenses (662.2) 75.0 (587.2)
Share of post-tax profit from - 1.9 1.9
joint ventures
Operating profit 365.6 (1.0) 364.6
Finance income 1.1 - 1.1
Finance expense (19.6) 0.7 (18.9)
Profit before tax from 347.1 (0.3) 346.8
continuing operations
Taxation (92.6) 10.4 (82.2)
Profit for the period from 254.5 10.1 264.6
continuing operations
Profit from discontinued 46.0 (10.1) 35.9
operations, net of tax
Profit for the year 300.5 - 300.5
Group balance sheet as at 31 December 2013
Joint
venture
held for Equity
As sale accounting As
reported adjustment adjustment restated
$m $m $m $m
Non-current assets
Goodwill and other intangible assets 1,875.5 3.8 (24.3) 1,855.0
Property plant and equipment 221.3 2.4 (36.4) 187.3
Investment in joint - - 137.8 137.8
ventures
Long term receivables 68.0 - - 68.0
Deferred tax assets 27.2 - 1.0 28.2
2,192.0 6.2 78.1 2,276.3
Current assets
Inventories 101.1 35.1 (124.8) 11.4
Trade and other receivables 1,365.1 9.9 (132.2) 1,242.8
Income tax receivable 20.7 - (1.6) 19.1
Assets held for sale 685.6 (51.2) - 634.4
Cash and cash equivalents 183.5 - (38.5) 145.0
2,356.0 (6.2) (297.1) 2,052.7
Current liabilities
Borrowings 96.8 - (22.7) 74.1
Trade and other payables 1,123.0 1.9 (173.8) 951.1
Liabilities held for sale 185.4 (2.4) - 183.0
Income tax liabilities 61.3 0.3 (2.4) 59.2
1,466.5 (0.2) (198.9) 1,267.4
Net current assets 889.5 (6.0) (98.2) 785.3
Non-current liabilities
Borrowings 396.2 - - 396.2
Retirement benefit obligations 41.2 - - 41.2
Other non-current liabilities 141.0 - 0.7 141.7
Provisions 86.8 0.2 (20.8) 66.2
665.2 0.2 (20.1) 645.3
Net assets 2,416.3 - - 2,416.3
Equity attributable to owners of the
parent
Share capital 23.6 - - 23.6
Share premium 56.0 - - 56.0
Retained earnings 1,856.6 - - 1,856.6
Other reserves 471.2 - - 471.2
2,407.4 - - 2,407.4
Non-controlling interests 8.9 - - 8.9
Total equity 2,416.3 - - 2,416.3
Group cash flow statement for the year ended 31 December 2013
Equity
As accounting
reported adjustment As restated
$m $m $m
Cash generated from operations
Operating profit from continuing operations 365.6 (2.9) 362.7
Operating profit from discontinued operations 65.8 (10.6) 55.2
Adjustments for:
Depreciation 51.9 (7.1) 44.8
Loss on disposal of property plant and 1.6 - 1.6
equipment
Amortisation of intangible assets 102.1 (0.4) 101.7
Share based charges 22.4 - 22.4
Decrease in provisions (7.6) 0.1 (7.5)
Dividends from joint ventures - 24.7 24.7
Exceptional items - non-cash impact 4.6 (28.0) (23.4)
Changes in working capital
Increase in inventories (17.9) 8.2 (9.7)
Increase in receivables (66.8) 0.3 (66.5)
Increase in payables 23.2 (12.2) 11.0
Exchange movements (8.5) 0.1 (8.4)
Cash generated from operations 536.4 (27.8) 508.6
Tax paid (127.8) 4.1 (123.7)
Net cash from operating activities 408.6 (23.7) 384.9
Cash flow from investing activities
Acquisition of subsidiaries (net of cash and (287.3) - (287.3)
borrowings acquired)
Acquisition of non-controlling interests (3.1) - (3.1)
Proceeds from disposal of subsidiaries (net of 0.3 - 0.3
cash and borrowings disposed)
Purchase of property, plant and equipment (90.4) 5.9 (84.5)
Proceeds from sale of property, plant and 2.6 (0.3) 2.3
equipment
Purchase of intangible assets (51.6) 0.7 (50.9)
Interest received 1.1 - 1.1
Loans to joint ventures - (6.6) (6.6)
Investment in joint - (1.3) (1.3)
ventures
Net cash used in investing activities (428.4) (1.6) (430.0)
Cash flows from financing activities
Proceeds from bank loans 165.4 1.3 166.7
Purchase of shares by employee share trusts (47.8) - (47.8)
Proceeds from disposal of shares by employee 7.9 - 7.9
share trusts
Interest paid (18.6) 0.6 (18.0)
Dividends paid to shareholders (67.4) - (67.4)
Dividends paid to non-controlling interests (3.1) - (3.1)
Net cash from financing activities 36.4 1.9 38.3
Net increase/(decrease) in cash and cash 16.6 (23.4) (6.8)
equivalents
Effect of exchange rate changes on cash (5.4) - (5.4)
Opening cash and cash equivalents 172.3 (15.1) 157.2
Closing cash and cash equivalents 183.5 (38.5) 145.0
Shareholder information
Payment of dividends
The Company declares its dividends in US dollars. As a result of the
shareholders being mainly UK based, dividends will be paid in sterling, but if
you would like to receive your dividend in US dollars please contact the
Registrars at the address below. All shareholders will receive dividends in
sterling unless requested. If you are a UK based shareholder, the Company
encourages you to have your dividends paid through the BACS (Banker's Automated
Clearing Services) system. The benefit of the BACS payment method is that the
Registrars post the tax vouchers directly to the shareholders, whilst the
dividend is credited on the payment date to the shareholder's Bank or Building
Society account. UK shareholders who have not yet arranged for their dividends
to be paid direct to their Bank or Building Society account and wish to benefit
from this service should contact the Registrars at the address below. Sterling
dividends will be translated at the closing mid-point spot rate on 10 April
2015 as published in the Financial Times on 11 April 2015.
Officers and advisers
Secretary and Registered Office Registrars
R M B Brown Equiniti Limited
John Wood Group PLC Aspect House
John Wood House Spencer Road
Greenwell Road Lancing
Aberdeen West Sussex
AB12 3AX BN99 6DA
Tel: 01224 851000 Tel: 0871 384 2649
Stockbrokers Independent Auditors
JPMorgan Cazenove Limited PricewaterhouseCoopers LLP
Credit Suisse Chartered Accountants and Statutory Auditors
32 Albyn Place
Aberdeen
AB10 IYL
Company Solicitors
Slaughter and May
Financial calendar
Results announced 17 February 2015
Ex-dividend date 9 April 2015
Dividend record date 10 April 2015
Annual General Meeting 13 May 2015
Dividend payment date 19 May 2015
The Group's Investor Relations website can be accessed at www.woodgroup.com.
END
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