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FSJ Fisher (james) & Sons Plc

272.00
-7.00 (-2.51%)
26 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Fisher (james) & Sons Plc LSE:FSJ London Ordinary Share GB0003395000 ORD 25P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -7.00 -2.51% 272.00 274.00 278.00 279.00 273.00 273.00 80,851 16:35:03
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Deep Sea Frn Trans-freight 520.9M -11.1M -0.2205 -12.43 137.95M

Fisher (James) & Sons plc Half Year Results 2016 (4760I)

31/08/2016 7:00am

UK Regulatory


Fisher (james) & Sons (LSE:FSJ)
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TIDMFSJ

RNS Number : 4760I

Fisher (James) & Sons plc

31 August 2016

31 August 2016

James Fisher and Sons plc

Half Year Results 2016

James Fisher and Sons plc (FSJ.L) ("James Fisher" or "the Group"), the leading marine service provider, announces its results for the six months ended 30 June 2016.

 
                                              H1 2016     H1 2015 
 
 Group revenue                              GBP209.3m   GBP213.1m 
 Underlying operating profit *               GBP19.9m    GBP20.0m 
 Underlying profit before tax *              GBP17.5m    GBP17.8m 
 Underlying diluted earnings per share *        29.4p       29.5p 
 Interim dividend per share                     8.55p       7.80p 
 Statutory profit before tax                 GBP17.4m    GBP17.9m 
 Statutory diluted earnings per share           29.4p       30.0p 
 
 

* underlying profit excludes separately disclosed items.

Highlights:

-- Specialist Technical, Marine Support and Tankships performed well, increasing underlying operating profit by 18%;

   --   Offshore Oil in line with second half of 2015; 

-- Recent contract wins, Galloper Windfarm, Indian submarine rescue and Winfrith decommissioning progressing well;

   --   Acquisitions of Lexmar and Hughes since period end; 
   --   Continued strong cash conversion of 102% (2015: 96%); 
   --   Interim dividend increased by 10% to 8.55p per share. 

Commenting on the results, Nick Henry, Chief Executive Officer said:

"Strong performances in Specialist Technical, Marine Support and Tankships, which together increased underlying operating profit by 18%, offset reduced activity levels in Offshore Oil leaving the first half similar to last year. With new contracts in renewables, defence and nuclear decommissioning contributing fully in the second half and continued firm demand for ship to ship services, we expect to see a resumption of growth in the second half leading to a good improvement in the result for the full year."

For further information:

 
 James Fisher and Sons    Nick Henry            Chief Executive Officer 
  plc                      Stuart Kilpatrick     Group Finance Director    020 7614 9508 
-----------------------  --------------------  -------------------------  -------------- 
                          Susanne Yule 
 FTI Consulting            Richard Mountain                                020 3727 1340 
-----------------------  -----------------------------------------------  -------------- 
 

Chairman's Statement

Half Year Results for the six months ended 30 June 2016

Results

I am pleased to report that in the first half of 2016, James Fisher traded in line with management expectations as outlined in my AGM statement on 28 April with revenue and profit similar to the comparable period last year. This solid start to 2016 gives us confidence that the Group will produce good growth for the year as a whole.

Revenue was slightly lower than last year at GBP209.3m (2015: GBP213.1m) reflecting reduced activity levels in Offshore Oil, the cessation of the Angola contract in the second quarter and revenues from our new contract wins only starting to come through. Underlying profit before tax was GBP17.5m compared with GBP17.8m last time and underlying diluted earnings per share was 29.4p (2015: 29.5p).

Three of our divisions, Marine Support (+26%), Specialist Technical (+9%) and Tankships (+15%) showed strong profit growth with our new contracts in renewables, defence and nuclear beginning to contribute from the second quarter and Marine Support benefitting from strong demand in the ship to ship (STS) transfer market.

Offshore Oil, by contrast, continued to face tough trading conditions with a result similar to that seen in the second half of 2015 but sharply lower compared to last year's first half which had not seen the full impact of the industry downturn. Demand in our Offshore Oil markets appears to have stabilised but at the low levels experienced since the middle of last year.

Strategic Developments

James Fisher continues to pursue a consistent strategy of investing in niche businesses operating in demanding environments where strong marine service and specialist engineering skills are valued and rewarded. Whilst organic growth has driven the majority of James Fisher's development in recent years, the Group continues to be alert for incremental acquisition opportunities which will strengthen our range of products, services or geographical coverage.

During the last month, we have announced two bolt-on acquisitions. Lexmar, based in Singapore, has joined our JFD business within Specialist Technical, helping to build our regional presence and hyperbaric engineering capability in the growing Asia Pacific market. Hughes Engineering Services Limited has built a strong presence in the UK offshore renewables market in recent years. Hughes will further strengthen our ability to integrate multiple services into single source contracts for this developing sector.

James Fisher is well placed to face the uncertainties created by the 23 June 2016 Brexit referendum result. The Group trades relatively little with the European Union being focused, outside the UK, on the growth markets of Asia Pacific, South America, Middle East and Africa. A substantial part of the Group's revenues are dollar based bringing at least a short term benefit from any fall in the value of Sterling.

Outlook

With the STS market firm and the recently announced Galloper project commencing, our Marine Support division is performing well. In Specialist Technical, our defence and nuclear businesses are gaining momentum as the Indian submarine rescue and Winfrith decommissioning contracts are mobilised. Tankships continue their excellent track record. In Offshore Oil, it is too early to look for recovery but our businesses in the division do appear to have stabilised, albeit at a low level. Looking forward, we therefore expect to see a resumption of growth for the Group in the second half leading to a good improvement in the result for the full year.

Dividend

The Board believes that James Fisher remains well placed to provide further growth and value for its shareholders. The Board has agreed a 10% increase in the interim dividend to 8.55p per share (2015: 7.80p) payable on 4 November 2016 to shareholders on the register on 7 October 2016.

C J Rice

30 August 2016

Operating and Financial Review

Half Year Results for the six months ended 30 June 2016

Business Model

The Group's business model is based on high quality niche businesses offering a range of marine services predominantly to large multinational customers and governments globally. Our businesses are linked together by a set of common marine service skills. We operate a decentralised management structure which encourages timely decision making but with the benefit of the support and resources of a larger group.

Results

Revenue was 2% lower at GBP209.3m (2015: GBP213.1m) for the six months ended 30 June 2016. Offshore Oil was similar to the second half of 2015 but lower than its first half comparator. The cessation of a significant contract in the first quarter of 2016, masked strong underlying sales growth in Marine Support. The benefit to revenue of more favourable exchange rates compared to prior year was GBP4.6m (2015: GBP3.8m).

Underlying operating profit was GBP19.9m (2015: GBP20.0m) as a lower result in Offshore Oil was offset by strong financial performance in the other three divisions. With net finance charges GBP0.2m higher, underlying profit before tax was GBP17.5m (2015: GBP17.8m). The currency benefit to underlying operating profit was GBP1.2m (2015: GBP0.9m).

Cash conversion remained strong at 102% (2015: 96%) and net borrowings were slightly higher than prior year at GBP105.5m (2015: GBP103.6m). Balance sheet gearing reduced to 46% (2015: 50%).

Marine Support

 
                                       H1 2016   H1 2015 
 Revenue (GBPm)                           92.4      87.2 
 Underlying operating profit (GBPm)        9.3       7.4 
 Underlying operating margin             10.1%      8.5% 
 Return on capital employed              13.6%     13.4% 
 

Revenue in Marine Support was 6% higher as strong growth in ship to ship transfers and currency benefits more than offset reduced revenue in the second quarter following the cessation of our contract in Angola for mooring and diving services in March 2016. Discussions with our customer in Angola are ongoing and costs incurred in connection with the cessation of the contract are expected to be recovered.

Underlying operating profit was 26% ahead of the first half of 2015 following an 18% increase in ship to ship transfers in the period with strong performance in Asia Pacific and Africa. Contributions from businesses acquired in 2015 and weaker Sterling compared to the US Dollar benefitted the first half result and offset a decline in project related income which is more weighted to the second half of this year.

In February 2016, the Group was awarded a marine services and support contract worth in excess of GBP25m in relation to the construction of the Galloper windfarm. The Group is providing a wide range of marine services including unexploded ordinance identification and disposal, vessel refuelling, crew transfer and diving together with our Offshore Wind Management System. This provides real-time data covering a wide range of offshore wind farm activities from vessel motion monitoring and crew tracking to turbine structural monitoring and tracking of strategic spares. The modular system enables efficient management and improved personnel safety during vessel transfers, reduces costs and captures historic data for analysis and to support future operational predictions.

In August 2016, the Group acquired Hughes Sub Surface Engineering Limited ("Hughes") for an initial consideration of GBP9.0m. Hughes was founded in Liverpool in 2005 to provide commercial diving and civil engineering services to underwater projects. The business operates in the marine renewables, power generation, oil and gas, and inshore civil engineering sectors and further strengthens our renewables service offering.

Offshore Oil

 
                                       H1 2016   H1 2015 
 Revenue (GBPm)                           27.0      36.1 
 Underlying operating profit (GBPm)        2.1       5.3 
 Underlying operating margin              7.8%     14.7% 
 Return on capital employed               3.3%      8.7% 
 

Whilst a disappointing result compared to the first half of 2015, revenue and underlying operating profit were in line with the second half of last year. The division continued to experience a lack of activity with ongoing deferment of maintenance work. Scan Tech AS, our Norwegian business, has experienced the toughest market conditions with revenue 55% lower than in the first half of 2015. The rest of the division was only 11% lower by comparison.

Gross margins, which held up in 2015, were similar to prior comparator confirming the niche position of the businesses. Overheads were GBP2.0m lower than the comparative period following cost reductions made in 2015. Our businesses remain well placed to benefit from any recovery in maintenance and repair expenditure although indications of any significant recovery in the sector have yet to emerge.

Specialist Technical

 
                                       H1 2016   H1 2015 
 Revenue (GBPm)                           62.9      63.7 
 Underlying operating profit (GBPm)        6.1       5.6 
 Underlying operating margin              9.7%      8.8% 
 Return on capital employed              15.6%     16.6% 
 

Specialist Technical increased underlying operating profit by 9% on a similar level of revenue. Project revenue was lower as the significant contract to build two rescue submarines for the Indian Navy only commenced in the second quarter whereas the prior comparative included two large saturation diving contracts. Commercial diving equipment sales were strong and nuclear decommissioning revenue increased by 11%. The contract to decommission the core reactor at Winfrith, which is worth GBP60m over a four year period, commenced in May 2016.

On 1 August 2016, the Group acquired Lexmar Engineering Pte Limited and Lexmar Sat Systems Pte Limited (together "Lexmar"). This specialist provider of diving equipment will enhance JFD's saturation diving offering to the Asia Pacific region. Lexmar is currently completing three 18 man twin bell saturation diving systems. They are currently in the process of undertaking installation and commissioning in China and will complete and commission the third system in Singapore in the first half of 2017.

Tankships

 
                                       H1 2016   H1 2015 
 Revenue (GBPm)                           27.0      26.1 
 Underlying operating profit (GBPm)        3.8       3.3 
 Underlying operating margin             14.1%     12.6% 
 Return on capital employed              28.3%     27.0% 
 

Our Tankships division continued to trade well and increased underlying operating profit by GBP0.5m in the period. Vessel utilisation was maintained at prior year levels and the division benefitted from improved spot cargo rates. A charter for two of its vessels has been extended for a further eighteen months to November 2017.

Finance

Interest and taxation

Net interest was GBP0.2m higher at GBP2.4m (2015: GBP2.2m) partly due to increased borrowings and due to a GBP0.1m increase in notional charges on legacy defined benefit pension schemes.

The effective tax rate on underlying profit before tax in the period was similar to prior period at 15.4% (2015: 15.3%). This rate is based on estimated profits for the full year and reflects the impact of lower UK rates, the benefit from profits within its tanker operations not being subject to corporation tax and from conservative provisioning in previous years.

Separately disclosed items and earnings per share

In order better to present the underlying performance of the Group, items are consistently disclosed separately which include costs incurred in making a business acquisition, the amortisation of intangible assets arising from a business acquisition and adjustments to provisions for contingent consideration. The net charge in the six months ended 30 June 2016 was GBP0.1m (2015: credit of GBP0.1m).

Underlying diluted earnings per share was similar to last year at 29.4 pence per share (2015: 29.5p). Diluted earnings per share after separately disclosed items are taken into account were also 29.4 pence per share (2015: 30.0p).

Cash flow and borrowings

 
                                                    Cash conversion, the ratio of operating 
                                                     cash flow to underlying operating 
                                                     profit was 102% (2015: 96%). Working 
                                                     capital cash out flow was GBP10.1m 
                                                     as the timing of project related 
                                                     cashflows and seasonal working capital 
                                                     of GBP8.9m more than offset the 
                                                     unwind of debtor positions at 31 
                                                     December 2015. 
 
                                                     Capital expenditure was 31% lower 
                                                     at GBP8.6m (2015: GBP12.4m) and 
                                                     GBP7.7m (2015: GBP30.2m) was spent 
                                                     on business acquisitions which includes 
                                                     GBP5.8m paid for the third party 
                                                     interest in Fendercare Nigeria which 
                                                     was effectively acquired in November 
                                                     2015. 
 
                                                     The net outflow in the period was 
                                                     GBP11.6m (2015: GBP41.3m) and as 
                                                     a result net borrowings were GBP1.9m 
                                                     higher than at 30 June 2015. The 
                                                     ratio of net borrowings (which includes 
                                                     an increased level of project related 
                                                     bonding) to Ebitda was 1.8 times 
                                                     (2015: 1.5 times). Net gearing, 
                                                     the ratio of net debt to equity, 
 Summary cash flow                                   reduced to 46% (2015: 50%). 
-----------------------------  --------  -------- 
                                H1 2016   H1 2015 
                                   GBPm      GBPm 
-----------------------------  --------  -------- 
 Underlying operating profit       19.9      20.0 
 Depreciation & amortisation       12.1      12.2 
----------------------------- 
 Ebitda *                          32.0      32.2 
 Working capital                 (10.1)    (12.0) 
 Pension / other                  (1.7)     (1.0) 
----------------------------- 
 Operating cash flow               20.2      19.2 
 Interest & tax                   (5.1)     (7.4) 
 Capital expenditure              (8.6)    (12.4) 
 Acquisitions                     (7.7)    (30.2) 
 Dividends                        (8.0)     (7.5) 
 Other                            (2.4)     (3.0) 
----------------------------- 
 Net outflow                     (11.6)    (41.3) 
 Net borrowings at start 
  of period                      (93.9)    (62.3) 
-----------------------------  --------  -------- 
 Net borrowings at end 
  of period                     (105.5)   (103.6) 
=============================  ========  ======== 
 * Underlying earnings before interest, 
  tax, 
  depreciation and amortisation 
 

Pensions

The majority of the Group's pension arrangements are defined contribution arrangements where the company's liability is limited to the contributions it agrees on behalf of each employee. As a consequence of its history in the shipping industry, the Group is required to contribute to industry-wide Merchant Navy Pension Funds and has its own legacy defined benefit scheme. Total defined benefit pension deficits at 30 June 2016 were GBP26.4m (2015: GBP20.5m) which was marginally lower than as at 31 December 2015 when the Group recognised the Merchant Navy Ratings scheme liability. The pension scheme valuations were updated to 30 June 2016 following the Brexit vote reflecting any changes to long term interest rates. As a result the deficit increased by GBP0.7m.

Balance sheet

 
                                          Intangible assets have increased 
                                           by GBP11.4m since June 2015 reflecting 
                                           the acquisitions made in the last 
                                           year and the impact of weaker Sterling. 
                                           Working capital was GBP11.9m higher 
                                           mainly due to increased project working 
                                           capital and the ratio of working 
                                           capital to sales was 16% at 30 June 
                                           2016 (2015: 14%). 
 
                                           Following the Brexit vote on 23 June 
                                           2016, Sterling weakened by 10% against 
                                           the US Dollar, which is the main 
                                           currency pairing that impacts the 
                                           Group. There was little net impact 
                                           on net assets as the Group seeks 
                                           to match its US Dollar cash and working 
                      30 June   30 June    capital assets with US Dollar denominated 
                         2016      2015    borrowings. 
------------------- 
                         GBPm      GBPm 
-------------------  --------  -------- 
 Intangible assets      163.8     152.4 
 Other assets           135.7     139.2 
 Working capital         75.3      63.4 
 Other liabilities     (38.7)    (42.2) 
------------------- 
 Capital employed       336.1     312.8 
-------------------  --------  -------- 
 Borrowings             105.5     103.6 
 Equity                 230.6     209.2 
------------------- 
                        336.1     312.8 
-------------------  --------  -------- 
 
 

Risks and uncertainties

The principal risks and uncertainties which may have the largest impact on performance in the second half of the year are the same as disclosed in the 2015 Annual Report and Accounts on pages 10-11. In addition, the Directors have considered the impact of the UK's vote to leave the European Union and as referred to in the Chairman's Statement, do not consider this will materially impact the Group's viability.

The principal risks set out in the 2015 Annual Report and Accounts were:

   --      Strategic - energy markets, operations in emerging markets; 

-- Operational - project delivery, recruitment and retention of key staff, reputational risk and cyber security;

   --      Financial - foreign currency and interest rates. 

The Directors consider that the principal risks and uncertainties set out in the 2015 Annual Report and Accounts have not changed and remain relevant for the second half of the financial year.

Directors' Responsibilities

We confirm to the best of our knowledge:

The interim financial report has been prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the European Union.

The interim management report includes a fair review of the information required by:

(a) DTR 4.2.7R of the "Disclosure and Transparency Rules", being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

(b) DTR 4.2.8R of the "Disclosure and Transparency Rules", being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during the period; and any changes in the related party transactions described in the last annual report that could do so.

 
 N P Henry                 S C Kilpatrick 
 Chief Executive Officer   Group Finance Director 
 

30 August 2016

CONDENSED CONSOLIDATED INCOME STATEMENT

for the six months ended 30 June 2016

 
                                                                              Year ended 
                                                 Six months      Six months           31 
                                                      ended           ended     December 
                                       Note    30 June 2016    30 June 2015         2015 
                                             --------------  --------------  ----------- 
                                                     GBP000          GBP000       GBP000 
 Group revenue                            4         209,317         213,061      437,930 
 Cost of sales                                    (144,999)       (148,713)    (307,208) 
                                             --------------  --------------  ----------- 
 Gross profit                                        64,318          64,348      130,722 
 Administrative expenses                           (45,083)        (44,320)     (85,219) 
 Share of post tax results of joint 
  ventures                                              647            (66)           87 
 Acquisition related (expense)/income     5            (83)              93        5,926 
                                             --------------  --------------  ----------- 
 Operating profit                         4          19,799          20,055       51,516 
 Analysis of operating profit: 
                                             --------------  --------------  ----------- 
    Underlying operating profit                      19,882          19,962       45,590 
    Separately disclosed items                         (83)              93        5,926 
                                             --------------  --------------  ----------- 
 Loss on sale of business                                 -               -        (959) 
 Net finance expense                                (2,421)         (2,194)      (4,343) 
                                             --------------  --------------  ----------- 
 Profit before taxation                              17,378          17,861       46,214 
 Analysis of profit before tax: 
                                             --------------  --------------  ----------- 
    Underlying profit before taxation                17,461          17,768       41,247 
    Separately disclosed items                         (83)              93        4,967 
                                             --------------  --------------  ----------- 
 Income tax                               8         (2,567)         (2,609)      (5,507) 
 Profit for the period                               14,811          15,252       40,707 
                                             ==============  ==============  =========== 
 Attributable to: 
 Owners of the Company                               14,835          15,098       39,885 
 Non controlling interests                             (24)             154          822 
                                                     14,811          15,252       40,707 
                                             ==============  ==============  =========== 
 Earnings per share 
                                                      pence           pence        pence 
 Basic                                    9            29.6            30.2         79.7 
 Diluted                                  9            29.4            30.0         79.2 
 
 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the six months ended 30 June 2016

 
                                                             2016         2015          2015 
                                                       Six months   Six months          Year 
                                                            ended        ended         ended 
                                                          30 June      30 June   31 December 
                                                           GBP000       GBP000        GBP000 
 
 Profit for the period                                     14,811       15,252        40,707 
 Items that will not be reclassified to 
  income statement 
 Remeasurement loss on defined benefit 
  plan liabilities                                              -            -       (8,596) 
 Actuarial (loss)/gain in defined benefit 
  pension schemes                                           (697)            -           813 
 Income tax on items that will not be reclassified          (553)        (415)         1,635 
                                                      -----------  -----------  ------------ 
                                                          (1,250)        (415)       (6,148) 
 Items that may be reclassified subsequently 
  to income statement 
 Exchange differences on foreign currency 
  net investment                                            7,158      (4,356)       (4,587) 
 Effective portion of changes in fair value 
  of cash flow hedges                                     (2,783)        2,039           836 
 Effective portion of changes in fair value 
  of cash flow hedges in joint ventures                     (213)          243           354 
 Net change in fair value of cash flow 
  hedges transferred to income statement                      (6)          168            77 
 Income tax on items that may be reclassified                 488            -         (220) 
                                                      -----------  -----------  ------------ 
                                                            4,644      (1,906)       (3,540) 
 
 Other comprehensive income for the period, 
  net of income tax                                         3,394      (2,321)       (9,688) 
 Total comprehensive income for the period                 18,205       12,931        31,019 
                                                      ===========  ===========  ============ 
 
 Attributable to: 
 Owners of the Company                                     18,062       12,783        30,067 
 Non controlling interests                                    143          148           952 
                                                           18,205       12,931        31,019 
                                                      ===========  ===========  ============ 
 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

at 30 June 2016

 
                                                  2016      2015          2015 
                                               30 June   30 June   31 December 
                                        Note    GBP000    GBP000        GBP000 
 Assets 
 Non current assets 
 Goodwill                                      147,832   135,949       140,414 
 Other intangible assets                        15,979    16,455        16,041 
 Property, plant and equipment                 128,191   128,525       127,594 
 Investment in joint ventures                    6,031     9,141         6,250 
 Available for sale financial assets             1,478     1,478         1,478 
 Deferred tax assets                             3,588     2,203         3,189 
                                               303,099   293,751       294,966 
                                              --------  --------  ------------ 
 
 Current assets 
 Inventories                                    49,786    47,381        47,436 
 Trade and other receivables                   150,029   127,759       141,734 
 Derivative financial instruments                    -     1,558             2 
 Cash and short term deposits            7      29,720    28,071        22,962 
                                               229,535   204,769       212,134 
                                              --------  --------  ------------ 
 
 Total assets                                  532,634   498,520       507,100 
                                              ========  ========  ============ 
 
 Equity and liabilities 
 
 Capital and reserves 
 Called up share capital                        12,543    12,541        12,541 
 Share premium                                  25,573    25,525        25,525 
 Treasury shares                                 (610)     (442)       (1,613) 
 Other reserves                                (6,877)   (9,584)      (11,354) 
 Retained earnings                             197,422   179,551       192,908 
                                              --------  --------  ------------ 
 Shareholders' equity                          228,051   207,591       218,007 
 Non controlling interests                       2,531     1,584         2,388 
 Total equity                                  230,582   209,175       220,395 
                                              --------  --------  ------------ 
 
 Non current liabilities 
 Other payables                                  9,141    14,981         8,728 
 Retirement benefit obligations          6      26,416    20,511        26,956 
 Cumulative preference shares                      100       100           100 
 Loans and borrowings                          124,345   113,600       116,645 
 Deferred tax liabilities                          153       545           153 
                                               160,155   149,737       152,582 
                                              --------  --------  ------------ 
 Current liabilities 
 Trade and other payables                      120,112   112,418       125,381 
 Current tax                                     6,515     7,846         7,190 
 Derivative financial instruments                4,470     1,333         1,446 
 Loans and borrowings                           10,800    18,011           106 
                                               141,897   139,608       134,123 
                                              --------  --------  ------------ 
 
 Total liabilities                             302,052   289,345       286,705 
                                              --------  --------  ------------ 
 
 Total equity and liabilities                  532,634   498,520       507,100 
                                              ========  ========  ============ 
 

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

for the six months ended 30 June 2016

 
                                                               2016         2015          2015 
                                                         Six months   Six months          Year 
                                                  Note        ended        ended         ended 
                                                            30 June      30 June   31 December 
                                                             GBP000       GBP000        GBP000 
 
 Profit before taxation                                      17,378       17,861        46,214 
 Adjustments to reconcile profit before 
  tax to net cash flows 
     Depreciation and amortisation                           12,647       12,745        24,442 
     Acquisition costs charge                                    60          721         1,355 
     Profit on sale of property, plant and 
      equipment                                                (61)        (160)         (418) 
     Loss on sale of business                                     -            -           959 
     Adjustment to provision for contingent 
      consideration                                           (522)      (1,330)       (8,491) 
     Net finance expense                                      2,421        2,194         4,343 
     Share of profits of joint ventures                       (647)           66          (87) 
     Share based compensation                                   577          426           214 
 Increase in trade and other receivables                    (4,177)        (674)      (19,911) 
 Decrease/(increase) in inventories                              41      (6,164)       (6,073) 
 (Decrease)/increase in trade and other 
  payables                                                  (5,962)      (5,179)         3,095 
 Defined benefit pension cash contributions 
  less service cost                                         (1,691)      (1,756)       (3,494) 
                                                        -----------  -----------  ------------ 
 Cash generated from operations                              20,064       18,750        42,148 
 Cash outflow from acquisition costs                              -        (748)       (1,325) 
 Income tax payments                                        (3,376)      (5,702)       (8,828) 
                                                        -----------  -----------  ------------ 
 Net cash from operating activities                          16,688       12,300        31,995 
 
 Investing activities 
 Dividends from joint venture undertakings                      172           65         1,089 
 Proceeds from the sale of property, plant 
  and equipment                                                 724        1,499         2,208 
 Finance income                                                  87           91           236 
 Acquisition of subsidiaries, net of cash 
  acquired                                                  (7,689)     (27,653)      (25,933) 
 Acquisition of property, plant and equipment               (7,964)     (12,707)      (19,597) 
 Development expenditure                                    (1,376)      (1,042)       (2,704) 
                                                                                  ------------ 
 Net cash used in investing activities                     (16,046)     (39,747)      (44,701) 
 
 Financing activities 
 Proceeds from the issue of share capital                        49          303           303 
 Finance costs                                              (1,815)      (1,734)       (3,603) 
 Purchase of own shares by Employee Share Ownership 
  Trust                                                       (635)      (1,376)       (2,590) 
 Capital element of finance lease repayments                   (81)         (56)         (102) 
 Proceeds from other non-current borrowings                  16,460       48,209        35,807 
 Dividends paid                                             (8,026)      (7,463)      (11,364) 
                                                        -----------  -----------  ------------ 
 Net cash from financing activities                           5,952       37,883        18,451 
 
 Net increase in cash and cash equivalents                    6,594       10,436         5,745 
 Cash and cash equivalents at beginning 
  of period                                                  22,962       17,719        17,719 
 Exchange movement                                              164         (84)         (502) 
 
 Cash and cash equivalents at end of period        7         29,720       28,071        22,962 
                                                        ===========  ===========  ============ 
 

CONDENSED CONSOLIDATED STATEMENT OF MOVEMENTS IN EQUITY

for the six months ended 30 June 2016

 
                                             Attributable to equity holders 
                       Capital                          of parent 
                 ------------------  ---------------------------------------------- 
 
 
                                                                              Total           Non 
                    Share     Share   Retained      Other   Treasury   shareholders   controlling     Total 
                  capital   premium   earnings   reserves     shares         equity     interests    equity 
                   GBP000    GBP000     GBP000     GBP000     GBP000         GBP000        GBP000    GBP000 
 At 1 January 
  2016             12,541    25,525    192,908   (11,354)    (1,613)        218,007         2,388   220,395 
 Total 
  comprehensive 
  income for 
  the 
  period                -         -     13,585      4,477          -         18,062           143    18,205 
 Contributions 
 by 
 and 
 distributions 
 to owners 
 Ordinary 
  dividends 
  paid                  -         -    (8,026)          -          -        (8,026)             -   (8,026) 
 Share-based 
  compensation 
  expense               -         -        577          -          -            577             -       577 
 Tax effect of 
  share 
  based 
  compensation          -         -         16          -          -             16             -        16 
 Purchase of 
  shares                -         -          -          -    (1,153)        (1,153)             -   (1,153) 
 Sale of shares         -         -          -          -        518            518             -       518 
 Arising on the 
  issue of 
  shares                2        48          -          -          -             50             -        50 
                 --------  --------  ---------  ---------  ---------  -------------  ------------  -------- 
                        2        48    (7,433)          -      (635)        (8,018)             -   (8,018) 
 Transfer on 
  disposal 
  of shares             -         -    (1,638)          -      1,638              -             -         - 
                                     ---------             ---------  ------------- 
 At 30 June 
  2016             12,543    25,573    197,422    (6,877)      (610)        228,051         2,531   230,582 
                 ========  ========  =========  =========  =========  =============  ============  ======== 
 
 At 1 January 
  2015             12,525    25,238    174,663    (7,684)    (1,988)        202,754         1,436   204,190 
 Total 
  comprehensive 
  income for 
  the 
  period                -         -     14,683    (1,900)          -         12,783           148    12,931 
 Contributions 
 by 
 and 
 distributions 
 to owners 
 Ordinary 
  dividends 
  paid                  -         -    (7,463)          -          -        (7,463)             -   (7,463) 
 Share-based 
  compensation 
  expense               -         -        426          -          -            426             -       426 
 Tax effect of 
  share 
  based 
  compensation          -         -        164          -          -            164             -       164 
 Purchase of 
  shares                -         -          -          -    (1,535)        (1,535)             -   (1,535) 
 Sale of shares         -         -          -          -        159            159             -       159 
 Arising on the 
  issue of 
  shares               16       287          -          -          -            303             -       303 
                 --------  --------  ---------  ---------  ---------  -------------  ------------  -------- 
                       16       287    (6,873)          -    (1,376)        (7,946)             -   (7,946) 
 Transfer on 
  disposal 
  of shares             -         -    (2,922)          -      2,922              -             -         - 
 At 30 June 
  2015             12,541    25,525    179,551    (9,584)      (442)        207,591         1,584   209,175 
                 ========  ========  =========  =========  =========  =============  ============  ======== 
 

NOTES TO THE CONDENSED CONSOLIDATED HALF YEAR STATEMENTS

   1          Basis of preparation 

James Fisher and Sons plc ("the Company") is a limited liability company incorporated and domiciled in the United Kingdom, whose shares are listed on the London Stock Exchange. The condensed consolidated half year financial statements of the Company for the six months ended 30 June 2016 comprise the Company and its subsidiaries (together referred to as "the Group") and the Group's interests in jointly controlled entities.

Statement of compliance

The condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standard ("IFRS") IAS 34 "Interim Financial Reporting" as adopted by the European Union ("EU") ("adopted IFRS"). As required by the Disclosure and Transparency Rules of the Financial Services Authority, the condensed consolidated set of financial statements has been prepared applying the accounting policies and presentation that were applied in the preparation of the Group's published consolidated financial statements for the year ended 31 December 2015 with the exceptions described below. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2015.

The comparative figures for the financial year ended 31 December 2015 are not the Group's statutory accounts for that financial year. Those accounts which were prepared under adopted IFRS, have been reported on by the Group's auditor and delivered to the Registrar of Companies. The report of the auditor was: (i) unqualified; (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report; and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

The consolidated financial statements of the Group for the year ended 31 December 2015 are available upon request from the Company's registered office at Fisher House, PO Box 4, Barrow-in-Furness, Cumbria LA14 1HR or at www.james-fisher.com.

The half year report is presented in Sterling and all values are rounded to the nearest thousand pounds (GBP000) except where otherwise indicated and was approved for issue by the Board of Directors on 30 August 2016.

Going concern

After making enquires, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly they continue to adopt the going concern basis in preparing the condensed consolidated financial statements.

The Group meets its day to day working capital requirements through operating cash flows with borrowings in place to fund acquisitions and capital expenditure. Movements on the Group's overall net debt position are shown in note 7. The Group had GBP19.1m of undrawn committed facilities at 30 June 2016. On 27 July 2016 one of the Group's revolving credit facilities was increased from GBP20m to GBP30m.

At 30 June 2016, the Group had one revolving credit facility that is due for renewal in the next twelve months. The Group had GBP10.7m outstanding balances drawn down on this facility at 30 June 2016. Renewal negotiations will be commenced with the bank in due course and the Group has not sought any written commitment that the facilities will be renewed. However, the Group has held discussions with its bankers about its future borrowing needs and no matters have been drawn to its attention to suggest the renewals will not be forthcoming on acceptable terms.

Significant accounting policies

The accounting policies applied by the Group in these condensed consolidated financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2015.

   2          Accounting estimates and judgements 

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

The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements and for the year ended 31 December 2015.

   3          Alternative performance measures 

The Group uses a number of alternative (non-Generally Accepted Accounting Practice ("non-GAAP")) financial measures which are not defined within IFRS. The Directors use these measures in order to assess the underlying operational performance of the Group and, as such, these measures are important and should be considered alongside the IFRS measures. The adjustments are separately disclosed and are usually items that are significant in size or non-recurring in nature. The following non-GAAP measures are referred to in the half year results.

3.1. Underlying operating profit and underlying profit before taxation

Underlying operating profit is defined as operating profit before amortisation or impairment of acquired intangible assets, acquisition expenses, adjustments to deferred consideration (together, 'acquisition related income and expense'), the costs of a material restructuring, asset impairment or rationalisation of operations and the profit or loss relating to the sale of businesses or property. The Directors believe that the underlying operating profit is an important measure of the operational performance of the Group. Underlying profit before taxation is defined as underlying operating profit less net finance expense.

 
                                        2016          2015 
                                  Six months    Six months           2015 
                                       ended         ended     Year ended 
                                     30 June       30 June    31 December 
                                      GBP000        GBP000         GBP000 
-----------------------------   ------------  ------------  ------------- 
 Operating profit                     19,799        20,055         51,516 
 Separately disclosed items 
  before taxation                         83          (93)        (5,926) 
------------------------------  ------------  ------------  ------------- 
 Underlying operating profit          19,882        19,962         45,590 
 Net finance expense                 (2,421)       (2,194)        (4,343) 
------------------------------  ------------  ------------  ------------- 
 Underlying profit before 
  taxation                            17,461        17,768         41,247 
------------------------------  ------------  ------------  ------------- 
 

3.2. Underlying earnings per share

Underlying earnings per share ("EPS") is calculated as the total of underlying profit before tax, less income tax, but excluding the tax impact on separately disclosed items included in the calculation of underlying profit less profit attributable to minority interests, divided by the weighted average number of ordinary shares in issue during the year. The Directors believe that underlying EPS provides an important measure of the underlying earnings capability of the Group. Underlying earnings per share is set out in note 9.

3.3. Capital employed and return on capital employed ("ROCE")

Capital employed is defined as net assets less cash and short-term deposits and after adding back borrowings. Average capital employed is adjusted for the timing of businesses acquired and after adding back cumulative amortisation of customer relationships. Segmental ROCE is defined as the underlying operating profit divided by average capital employed. The key performance indicator, Group post tax ROCE is defined as underlying operating profit, less notional tax, calculated by multiplying the effective rate by the underlying operating profit, divided by average capital employed.

   4          Segmental information 

Management has determined the operating segments based on the reports reviewed by the Board that are utilised to make strategic decisions. The Board considers the business primarily from the products and services perspective and has four reportable segments;

Marine Support - includes the hire and sale of large scale pneumatic fenders and ship to ship transfer services, and the design and supply of systems for monitoring strains and stress in structures.

Offshore Oil - manufacture and rental of equipment for the offshore oil and gas industry and the design and manufacture of specialist downhole tools and equipment for extracting oil.

Specialist Technical - provision of subsea services including submarine rescue and saturation diving including maintenance, asset management and consultancy services and non-destructive testing, decommissioning and remote operations and monitoring service predominantly to the nuclear industry.

Tankships - engaged in the sea transportation of clean petroleum products in North West Europe.

The Board assesses the performance of the segments based on operating profit before central common costs and acquisition related income and expenses but after the Group's share of the post tax results of associates and joint ventures. The Board believes that such information is the most relevant in evaluating the results of certain segments relative to other entities which operate within these industries.

 
 Six months ended 30 June 2016 
                                    Marine   Offshore   Specialist   Tankships   Corporate       Total 
                                   Support        Oil    Technical 
                                    GBP000     GBP000       GBP000      GBP000      GBP000      GBP000 
 Revenue 
 Segmental revenue                  92,600     27,082       63,441      26,991           -     210,114 
 Inter segment sales                 (161)      (102)        (525)         (9)           -       (797) 
 Group revenue                      92,439     26,980       62,916      26,982           -     209,317 
                                 =========  =========  ===========  ==========  ==========  ========== 
 
 Underlying operating 
  profit                             9,313      2,089        6,149       3,759     (1,428)      19,882 
 Acquisition expenses                    -          -            -           -        (60)        (60) 
 Adjustment to provision 
  for contingent consideration           -          -          522           -           -         522 
 Amortisation of acquired 
  intangibles                        (192)          -        (353)           -           -       (545) 
                                 ---------  ---------  -----------  ----------  ----------  ---------- 
 Operating profit                    9,121      2,089        6,318       3,759     (1,488)      19,799 
 Net finance expense                                                                           (2,421) 
                                                                                            ---------- 
 Profit before tax                                                                              17,378 
 Income tax                                                                                    (2,567) 
 Profit for the period                                                                          14,811 
                                                                                            ========== 
 Assets & liabilities 
 Segment assets                    204,243    134,062      109,756      33,073      45,469     526,603 
 Investment in joint 
  ventures                           3,380          -        2,651           -           -       6,031 
                                 ---------  ---------  -----------  ----------  ----------  ---------- 
 Total assets                      207,623    134,062      112,407      33,073      45,469     532,634 
 Segment liabilities              (68,877)    (8,169)     (36,308)     (6,549)   (182,149)   (302,052) 
 
                                  138,746     125,893       76,099      26,524   (136,680)     230,582 
                                            ---------  -----------  ----------  ----------  ---------- 
 
 Other segment information 
 Capital expenditure                 2,687      2,969          918       1,143          95       7,812 
 Depreciation and 
  amortisation                       3,490      5,463        1,780       1,652         262      12,647 
                                 ---------  ---------  -----------  ----------  ----------  ---------- 
 
 
 Six months ended 30 June 2015 
                                    Marine   Offshore   Specialist   Tankships   Corporate       Total 
                                   Support        Oil    Technical 
                                    GBP000     GBP000       GBP000      GBP000      GBP000      GBP000 
 Revenue 
 Segmental revenue                  88,327     36,869       64,243      26,088           -     215,527 
 Inter segment sales               (1,154)      (731)        (554)        (27)           -     (2,466) 
 Group revenue                      87,173     36,138       63,689      26,061           -     213,061 
                                 =========  =========  ===========  ==========  ==========  ========== 
 
 Underlying operating 
  profit                             7,400      5,347        5,595       3,256     (1,636)      19,962 
 Acquisition expenses                (270)          -        (451)           -           -       (721) 
 Adjustment to provision 
  for contingent consideration           -          -            -           -       1,330       1,330 
 Amortisation of acquired 
  intangibles                        (158)       (41)        (317)           -           -       (516) 
                                 ---------  ---------  -----------  ----------  ----------  ---------- 
 Operating profit                    6,972      5,306        4,827       3,256       (306)      20,055 
 Net finance expense                                                                           (2,194) 
                                                                                            ---------- 
 Profit before tax                                                                              17,861 
 Income tax                                                                                    (2,609) 
 Profit for the period                                                                          15,252 
                                                                                            ========== 
 
 Assets & liabilities 
 Segment assets                   176,585     136,177      100,714      33,732      42,171     489,379 
 Investment in joint 
  ventures                           6,685          -        2,456           -           -       9,141 
                                 ---------  ---------  -----------  ----------  ----------  ---------- 
 Total assets                      183,270   136,177       103,170      33,732      42,171     498,520 
 Segment liabilities              (49,115)   (13,082)     (32,638)     (9,672)   (184,838)   (289,345) 
                                 --------- 
                                  134,155    123,095        70,532      24,060   (142,667)     209,175 
                                 ---------  ---------  -----------  ----------  ----------  ---------- 
 
 Other segment information 
 Capital expenditure                 5,838      4,922          528       1,053         366      12,707 
 Depreciation and 
  amortisation                       3,447      5,661        1,761       1,656         220      12,745 
                                 ---------  ---------  -----------  ----------  ----------  ---------- 
 
 
 Year ended 31 December 2015 
                                    Marine   Offshore   Specialist   Tankships   Corporate       Total 
                                   Support        Oil    Technical 
                                    GBP000     GBP000       GBP000      GBP000      GBP000      GBP000 
 Revenue 
 Segmental revenue                 194,389     63,742      130,293      52,627           -     441,051 
 Inter segment sales               (1,411)      (786)        (850)        (74)           -     (3,121) 
                                 ---------             ----------- 
 Group revenue                     192,978     62,956      129,443      52,553           -     437,930 
                                            =========               ==========  ==========  ========== 
 
 Underlying operating 
  profit                            19,352      7,399       13,907       7,164     (2,232)      45,590 
 Acquisition expenses                (904)          -        (451)           -           -     (1,355) 
 Adjustment to provision 
  for contingent consideration       4,998          -        3,494           -           -       8,492 
 Amortisation of acquired 
  intangibles                        (397)       (45)        (769)           -           -     (1,211) 
                                 ---------  ---------  -----------  ----------  ----------  ---------- 
 Operating profit                   23,049      7,354       16,181       7,164     (2,232)      51,516 
 Loss on sale of business            (393)      (566)                                            (959) 
 Net finance expense                                                                           (4,343) 
                                                                                            ---------- 
 Profit before tax                                                                              46,214 
 Income tax                                                                                    (5,507) 
 Profit for the year                                                                            40,707 
                                                                                            ========== 
 
 Assets & liabilities 
 Segment assets                    202,612   126,405       100,480      32,898      38,455     500,850 
 Investment in joint 
  ventures                           4,023          -        2,227           -           -       6,250 
                                 ---------  ---------  -----------  ----------  ----------  ---------- 
 Total assets                      206,635   126,405       102,707      32,898      38,455     507,100 
 Segment liabilities              (66,346)    (8,300)     (41,881)     (6,441)   (163,737)   (286,705) 
                                 --------- 
                                   140,289   118,105        60,826      26,457   (125,282)     220,395 
                                 ---------  ---------  -----------  ----------  ----------  ---------- 
 Other segment information 
 Capital expenditure                 7,221      7,898        2,324       1,629         525      19,597 
 Depreciation and 
  amortisation                       6,708     10,812        3,174       3,294         454      24,442 
                                 ---------  ---------  -----------  ----------  ----------  ---------- 
 
   5          Separately disclosed items 
 
                                            2016               2015          2015 
                                Six months ended   Six months ended    Year ended 
                                         30 June            30 June   31 December 
                                          GBP000             GBP000        GBP000 
 Included in operating profit: 
 Acquisition costs                          (60)              (721)       (1,355) 
 Amortisation of acquired intangibles      (545)              (516)       (1,210) 
 Adjustment to provision for 
  contingent consideration                   522              1,330         8,491 
                                        --------  -----------------  ------------ 
 Acquisition related (expense) 
  and income                                (83)                 93         5,926 
 Loss on disposal of business                  -                  -         (959) 
                                        --------  -----------------  ------------ 
 Separately disclosed items 
  before taxation                           (83)                 93         4,967 
 Tax on separately disclosed 
  items                                      117                111           396 
                                              34                204         5,363 
                                        ========  =================  ============ 
 

In order for a better understanding of underlying performance acquisition costs have been disclosed separately, together with the amortisation of intangible assets which arise on the acquisition of businesses. The adjustment to the provision for contingent consideration of GBP0.5m relates to the acquisition of Divex Limited (now JFD Limited) on 6 March 2013. Contingent consideration was based on the future contract wins and a share of related profits.

   6          Retirement benefit obligations 

Movements during the period in the Group's defined benefit pension schemes are set out below:

 
                                           2016               2015          2015 
                               Six months ended   Six months ended    Year ended 
                                        30 June            30 June   31 December 
                                         GBP000             GBP000        GBP000 
 
 As at 1 January                       (26,956)           (21,806)      (21,806) 
 Expense recognised in the income 
  statement                               (507)              (449)         (882) 
 Contributions paid to scheme             1,744              1,744         3,515 
 Remeasurement gains and losses           (697)                  -       (7,783) 
 At period end                         (26,416)           (20,511)      (26,956) 
                                      =========  =================  ============ 
 
 The Group's net liabilities in respect of its pension schemes at 
  30 June 2016 were as follows: 
 
                                           2016               2015          2015 
                               Six months ended   Six months ended    Year ended 
                                        30 June            30 June   31 December 
                                         GBP000             GBP000        GBP000 
 
 Shore Staff                            (8,498)            (9,970)       (8,630) 
 Merchant Navy Officers Pension 
  Fund                                  (9,163)           (10,541)       (9,730) 
 Merchant Navy Ratings Pension 
  Fund                                  (8,755)                  -       (8,596) 
                                       (26,416)           (20,511)      (26,956) 
                                      =========  =================  ============ 
 

The principal assumptions in respect of these liabilities are disclosed in the December 2015 Annual Report. These assumptions have been updated to 30 June 2016.

   7          Reconciliation of net debt 
 
                     1 January       Cash      Other   Exchange       30 June 
                          2016       flow   non cash   movement          2016 
                        GBP000     GBP000     GBP000     GBP000        GBP000 
 Cash and cash 
  equivalents           22,962      6,594          -        164        29,720 
 Debt due after 
  1 year             (116,650)    (5,724)      (125)    (1,873)     (124,372) 
 Debt due within 
  1 year                     -   (10,736)          -          -      (10,736) 
 Finance leases          (201)         81          -       (17)         (137) 
 Net debt             (93,889)    (9,785)      (125)    (1,726)     (105,525) 
                    ==========  =========  =========  =========  ============ 
 
                     1 January       Cash      Other   Exchange       30 June 
                          2015       flow   non cash   movement          2015 
                        GBP000     GBP000     GBP000     GBP000        GBP000 
 Cash and cash 
  equivalents           17,719     10,436          -       (84)        28,071 
 Debt due after 
  1 year              (79,965)   (30,388)      (932)    (2,326)     (113,611) 
 Debt due within 
  1 year                     -   (17,821)          -          -      (17,821) 
 Finance leases           (88)         56      (247)          -         (279) 
 Net debt             (62,334)   (37,717)    (1,179)    (2,410)     (103,640) 
                    ==========  =========  =========  =========  ============ 
 
                     1 January       Cash      Other   Exchange   31 December 
                          2015       flow   non cash   movement          2015 
                        GBP000     GBP000     GBP000     GBP000        GBP000 
 Cash and cash 
  equivalents           17,719      5,745          -      (502)        22,962 
 Debt due after 
  1 year              (79,965)   (35,807)      1,276    (2,154)     (116,650) 
 Finance leases           (88)        102      (247)         32         (201) 
 Net debt             (62,334)   (29,960)      1,029    (2,624)      (93,889) 
                    ==========  =========  =========  =========  ============ 
 
   8          Taxation 

The effective rate on profit before income tax from continuing operations is 14.8% (30 June 2015: 15.8%, 31 December 2015: 11.9%). This is based on the estimated effective tax rate for the year to 31 December 2016. Of the total tax charge, GBP1.5m relates to overseas businesses (30 June 2015: GBP1.0m). The effective income tax rate on underlying profit before income tax, based on an estimated rate for the year ending 31 December 2016, in the period is 15.4% (30 June 2015: 15.3%, 31 December 2015: 14.3%).

   9          Earnings per share 

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period, after excluding ordinary shares held by the James Fisher and Sons plc Employee Share Ownership Trust as treasury shares.

Diluted earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

The calculation of basic and diluted earnings per share is based on the following profits and numbers of shares:

Weighted average number of shares

 
                                                         30 June   31 December 
                                       30 June 2016         2015          2015 
                                          Number of    Number of     Number of 
                                             shares       shares        shares 
 For basic earnings per ordinary 
  share*                                 50,066,388   50,022,223    50,040,647 
 Exercise of share options and 
  LTIPs                                     332,104      385,989       344,743 
 For diluted earnings per ordinary 
 share                                   50,398,492   50,408,212    50,385,390 
                                      =============  ===========  ============ 
 

* Excludes 46,619 (June 2015: 34,037; December 2015: 148,275) shares owned by the James Fisher and Sons plc Employee Share Ownership Trust.

To provide a better understanding of the underlying performance of the Group, an adjusted earnings per share on continuing activities is provided. Adjusted earnings are before the costs of any business combinations and amortisation of acquired intangibles.

 
                                                     2016         2015          2015 
                                               Six months   Six months          Year 
                                                    ended        ended         ended 
                                                  30 June      30 June   31 December 
                                                   GBP000       GBP000        GBP000 
 Profit attributable to owners 
  of the Company                                   14,835       15,098        39,885 
 Separately disclosed items                            83         (93)       (4,967) 
 Attributable tax                                   (117)        (111)         (396) 
 Adjusted profit attributable to owners 
  of the Company                                   14,801       14,894        34,522 
                                              ===========  ===========  ============ 
 
 Basic earnings per share on profit 
  from operations                                    29.6         30.2          79.7 
 Diluted earnings per share on 
  profit from operations                             29.4         30.0          79.2 
 Adjusted basic earnings per share on 
  profit from operations                             29.6         29.8          69.0 
 Adjusted diluted earnings per share 
  on profit from operations                          29.4         29.5          68.5 
 
   10         Interim dividend 

The proposed interim dividend of 8.55p (2015: 7.80p) per 25p ordinary share is payable on 4 November 2016 to those shareholders on the register of the Company at the close of business on 7 October 2016. The dividend recognised in the Statement of Movements in Equity is the final dividend for 2015 of 16.00p paid on 6 May 2016. The proposed interim dividend has not been recognised in this report.

   11        Commitments and contingencies 

Commitments and contingencies are as set out in the 2015 Annual Report other than for the following changes. At 30 June 2016 the Group had capital commitments of GBP1.6m (2015: GBP1.0m) and the Group had issued performance and payment guarantees to third parties for a total value of GBP16.9m (30 June 2015: GBP5.9m, 31 December 2015: GBP5.9m).

   12        Related parties 

There have been no significant changes in the nature of related party transactions in the period ended 30 June 2016 from that disclosed in the 2015 Annual Report.

   13        Post balance sheet events 

On 1 August 2016, the Group acquired the entire share capital of Lexmar Engineering Pte Limited and Lexmar Sat Systems Pte Limited (together "Lexmar"), for an initial cash consideration of SGD17.5m (GBP9.8m), with further contingent consideration of up to a maximum of SGD9.3m (GBP5.2m) subject to the successful completion of certain projects. The consideration is based on net cash held by Lexmar at acquisition of SGD8.8m (GBP4.9m). Founded in Singapore in 1996, Lexmar is a specialist provider of service and support of diving equipment and saturated diving systems. The business is completing three 18 man twin bell diving systems and is complementary to JFD, within our Specialist Technical division.

On 11 August 2016, the Group acquired the entire share capital of Hughes Marine Engineering Limited, the holding company of Hughes Sub Surface Engineering Limited ("Hughes"), for an initial cash consideration of GBP9.0m, with further contingent consideration of up to a maximum of GBP1.0m subject to certain profit targets being met by 28 February 2017. Hughes was founded in Liverpool in 2005 to provide commercial diving and civil engineering services to underwater projects. The business operates in the marine renewables, power generation, oil and gas, and inshore civil engineering sectors.

Independent review report to James Fisher and Sons plc

Introduction

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2016 which comprises the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of financial position, the condensed consolidated cash flow statement, the condensed consolidated statement of movements in equity and the related explanatory notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with the terms of our engagement to assist the company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the UK FCA"). Our review has been undertaken so that we might state to the company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company for our review work, for this report, or for the conclusions we have reached.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the DTR of the UK FCA.

As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the EU. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.

Our responsibility

Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2016 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the DTR of the UK FCA.

David Bills

for and on behalf of KPMG LLP

Chartered Accountants

1 St Peter's Square

Manchester

M2 3AE

30 August 2016

The company news service from the London Stock Exchange

END

IR BRGDIXUXBGLG

(END) Dow Jones Newswires

August 31, 2016 02:00 ET (06:00 GMT)

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