REG - Halma PLC - Half Yearly Report <Origin Href="QuoteRef">HLMA.L</Origin> - Part 1
RNS Number : 9083FHalma PLC17 November 2015
HALMA plc
HalF YEAR RESULTS 2015/16
Record first half results and continued dividend growth
Halma, the leading safety, health and environmental technology group, today announces its half year results for the 27 weeks to 3 October 2015.
Financial Highlights
Change
2015
2014
Continuing Operations
Revenue
+ 11%
379.7m
340.9m
Adjusted Profit before Taxation1
+ 8%
74.7m
69.0m
Statutory Profit before Taxation
+ 5%
64.2m
61.2m
Adjusted Earnings per Share2
+ 8%
15.19p
14.05p
Statutory Earnings per Share
+ 6%
13.27p
12.57p
Interim Dividend per Share3
+ 7%
4.98p
4.65p
Return on Sales4
19.7%
20.2%
Return on Total Invested Capital5
14.7%
15.6%
Net Debt
93.4m
136.3m
Revenue increased 11% with Adjusted1 pre-tax profit up 8%. Organic constant currency growth5: revenue up 7%, profit up 4%.
Organic constant currency revenue growth5 in all major regions. Strong growth in the US and Europe; solid progress in UK and Asia Pacific.
Revenue growth in all sectors. Strong organic constant currency revenue and profit growth in Infrastructure Safety, Medical and Environmental & Analysis. Lower profit in Process Safety, reflecting a balance of tighter overhead control with a need to invest for market diversification.
Firetrace acquisition completed since half year end for 73m, in addition to one acquisition in May 2015. Acquisition pipeline becoming more balanced across all sectors.
Strong cash flow and increased financial capacity for investment in organic growth and acquisitions. Net debt of 93m (March 2015: 101m).
Interim dividend up 7% to 4.98p per share (2014/15: 4.65p).
Andrew Williams, Chief Executive of Halma, commented:
"Halma has made strong progress in the first half, achieving record revenue and profit in varied market conditions. The diversity of our products, customers and end market niches is a cornerstone of our success. Since the period end, order intake has continued to be ahead of revenue and order intake last year. We have also completed the purchase of Firetrace, demonstrating our ability to supplement organic growth with high quality acquisitions. Halma remains on track to make progress in the second half of the year in line with our expectations."
Pro-forma Information:
1
Adjusted to remove the amortisation of acquired intangible assets, acquisition items and profit or loss on disposal of operations of 10.4m charge (2014/15: 7.8m charge). See Note 2 to the Condensed Financial Statements for details.
2
Adjusted to remove the amortisation of acquired intangible assets, acquisition items, profit or loss on disposal of operations, and the associated tax thereon. See Note 6 to the Condensed Financial Statements for details.
3
Interim dividend declared per share.
4
Return on Sales is defined as adjusted1 profit before taxation from continuing operations expressed as a percentage of revenue from continuing operations.
5
Organic growth rates and Return on Total Invested Capital (ROTIC) are non-GAAP performance measures used by management in measuring the returns achieved from the Group's asset base. ROTIC is now calculated using the average Total Invested Capital. The prior period has been restated. See note 9 to the Condensed Financial Statements for details.
For further information, please contact:
Halma plc
Andrew Williams, Chief Executive
Kevin Thompson, Finance Director+44 (0)1494 721 111
MHP Communications
Rachel Hirst/Andrew Jaques+44 (0)20 3128 8100
A copy of this announcement, together with other information about Halma, may be viewed on its website: www.halma.com.
NOTE TO EDITORS
1.
Halma develops and markets products used worldwide to protect life and improve the quality of life. The Group comprises four business sectors:
Process Safety
Products which protect assets and people at work.
Infrastructure Safety
Products which detect hazards to protect assets and people in public spaces and commercial buildings.
Medical
Products used to improve personal and public health.
Environmental & Analysis
Products and technologies for analysis in safety, life sciences and environmental markets.
The key characteristics of Halma's businesses are that they are based on specialist technology and application knowledge, offering strong growth potential. Many Group businesses are market leaders in their specialist field.
2.
High resolution photos of Halma senior management, including Chief Executive Andrew Williams, and images illustrating Halma business activities can be downloaded from its website: www.halma.com. Click on the 'News & Media' link, then 'Image Library'. Photo queries: David Waller +44 (0)1494 721111, e-mail: dwaller@halmapr.com.
3.
You can view or download copies of this announcement and the latest Half Year and Annual Reports from the website at www.halma.com or request free printed copies by contacting halma@halma.com.
4.
This announcement contains certain forward-looking statements which have been made by the Directors in good faith using information available up until the date they approved the announcement. Forward-looking statements should be regarded with caution as by their nature such statements involve risk and uncertainties relating to events and circumstances that may occur in the future. Actual results may differ from those expressed in such statements, depending on the outcome of these uncertain future events.
Review of Operations
Record half year results
Halma has made excellent progress during the first half of this year. Revenue for the half year increased by 11% to 380m (2014/15: 341m) including a positive currency translation impact of 3%. Organic revenue growth at constant currency was an impressive 7%.
Adjusted1 profit before taxation increased by 8% to 74.7m (2014/15: 69.0m) after a positive currency translation impact of 2%. Organic constant currency profit growth was 4%.
Profitability remained strong with Return on Sales1 of 19.7% (2014/15: 20.2%), well within our 18% to 22% target range. Gross margin (revenue less direct material and direct labour) also remained strong across the Group.
These results once again demonstrate Halma's ability to sustain growth and high returns. Demand for our products is underpinned by the long-term market growth drivers of increasing safety regulation, increasing demand for healthcare and increasing demand for life-critical resources. These external growth drivers are supplemented by a relentless commitment to increasing investment in innovation, international expansion and talent development enabling us to grow above our end-market rates.
7% dividend increase
The Board declares an increase of 7% in the interim dividend to 4.98p per share (2014/15: 4.65p per share). The interim dividend will be paid on 10 February 2016 to shareholders on the register on 4 January 2016. For the past 36 years we have increased our full year dividend by 5% or more each year.
Revenue growth inallmajor regions
The table below shows the pattern of revenue growth in each regionincluding the underlying rates of organic growth at constant currency which are calculated by excluding the effect of currency, acquisitions and disposals. Despite varied market conditions weachieved revenue growth in all major regions. TheUSA performed very strongly and increased by 20% with Mainland Europe, theUK and Asia Pacific also showing good progress.
Revenue from outside our traditional home markets in the USA, Mainland Europe and the UK grew by 9%, contributing 26.0% of total revenue (2014/15: 26.5%). There was strong growth in Near and Middle East while revenue was lower in South America, mainly due to weakness in the energy markets impacting our Process Safety sector. In Asia Pacific, good growth in India, South Korea and China more than offset a weaker performance in Australasia.
External revenue by destination
Half year 2015/16
Half year 2014/15
m
% of total
m
% of total
Change
m%
growth% organic growth at constant currency
United States of America
124.5
33%
104.1
31%
20.4
20%
10%
Mainland Europe
85.2
22%
79.2
23%
6.0
8%
10%
United Kingdom
71.5
19%
67.2
20%
4.3
6%
5%
Asia Pacific
59.7
16%
56.3
16%
3.4
6%
1%
Other countries
38.8
10%
34.1
10%
4.7
14%
6%
379.7
100%
340.9
100%
38.8
11%
7%
Revenue growth inallfour sectors
The Infrastructure Safety and Medical sectors continued their well-established record of growth. Tough trading conditions in Process Safety were more than compensated for by the expected recovery in our Environmental & Analysis sector.
External revenue by sector
Half year 2015/16
Half year 2014/15
m
m
Change
m%
growth% organic growth at constant currency
Process Safety
77.8
73.6
4.2
6%
(1%)
Infrastructure Safety
122.4
112.7
9.7
9%
8%
Medical
92.3
78.4
13.9
18%
12%
Environmental & Analysis
87.2
76.2
11.0
14%
10%
379.7
340.9
38.8
11%
7%
Process Safety revenue increased by 6% to 78m (2014/15: 74m) with positive contributions of 1% from currency translation and 6% from prior year acquisitions. Organic constant currency revenue declined by 1%, reflecting the tougher conditions in the oil and gas market, which contributes just under half of the sector revenue. Geographically, organic constant currency revenue growth was strongest in the USA and Near and Middle East with organic revenue decline in Asia Pacific and South America.
Profit2 was 7% lower at 19.1m (2014/15: 20.4m), including an organic constant currency decline of 14%. Despite this, Return on Sales remained strong at 24.5% (2014/15: 27.8%), with those businesses already serving diverse markets, such as Gas Detection and Trapped-Key Interlocks, performing well. We do not expect the oil and gas market to improve in the near future and therefore we are balancing tight control of overheads with the need to invest to further increase diversification both regionally and by end market.
Infrastructure Safety had a good first half with revenue up by 9% to 122m (2014/15: 113m) with organic constant currency growth of 8%. The Fire and Automatic Door Sensor businesses made good progress, while Elevator Safety and Security performed less well. Overall, the rates of organic constant currency growth were higher in the USA, Mainland Europe and the UK than the less mature markets, such as Asia Pacific and South America, although market conditions were stronger in Near and Middle East.
Profit2 improved by 8% to 24.6m (2014/15: 22.8m) including organic constant currency growth of 7%. Return on Sales was 20.1% (2014/15: 20.3%). The sector achieved volume growth while maintaining gross margins, reflecting the benefits of increasing investment in new product development. In addition to this, the recent acquisition of the fire suppression business, Firetrace (see below), gives us confidence for growth to continue in the second half.
The Medical sector performed strongly. Revenue grew by 18% to 92m (2014/15: 78m) including organic constant currency revenue growth of 12%. All three businesses (Ophthalmology, Vital Signs Monitoring and Fluidics) made excellent progress. There was revenue growth in all major geographic regions including double-digit growth in Mainland Europe, Asia Pacific and the USA, which represents almost half of sector revenue.
Profit2 rose by a very impressive 18% to 24.6m (2014/15: 20.9m) including an organic constant currency increase of 13%. Return on Sales was unchanged at 26.6% (2014/15: 26.6%) with a slight improvement in gross margins. This encouraging underlying trading momentum should enable our Medical sector to continue to make good progress in the second half.
Environmental & Analysis made an encouraging recovery after a tough time last year. Revenue increased by 14% to 87m (2014/15: 76m) including organic constant currency growth of 10%. The Water, Photonics and Environmental Monitoring businesses all increased revenue. There was also growth in all major geographic regions, with double-digit organic growth rates in the USA and Mainland Europe (at constant currency).
Profit2 increased by 25% to 14.8m (2014/15: 11.9m) including organic constant currency growth of 18%. As with revenue, there was a useful contribution from all three business segments even though the benefit from the UK water utilities beginning their next five-year investment cycle will not start to be felt until the second half of the year. Consequently, this sector is well placed to continue its encouraging recovery in the second half.
VAS LLC and Firetrace USA LLC acquisitions completed
In May 2015, we completed the purchase of Value Added Solutions, LLC (VAS), based in Connecticut, USA, which designs and manufactures fluidic assemblies for life sciences and analytical instruments. VAS has been integrated with one of our Medical sector companies, Diba Industries, which is also based in Connecticut, USA. The initial cash consideration was US$5m (3m).
In October 2015, Halma acquired Firetrace USA, LLC, based near Phoenix, Arizona. Firetrace designs and manufactures customised fire suppression systems for confined spaces serving a range of end markets including transportation, process machinery, computer server hubs, defence and aerospace. This stand-alone addition to our Infrastructure Safety sector brings fire suppression technology to our long-standing and successful fire detection business. The initial consideration was US$110m (73m).
These transactions demonstrate our ability to find attractive, high quality businesses within our existing sectors which fit both our financial and operating characteristics. Under the leadership of our four Sector Chief Executives, our acquisition pipeline is steadily becoming more balanced across all sectors. This more focused effort should strengthen further the current acquisition pipeline and ensure we continue to deliver this important component of our growth strategy.
Continued strategic investment for growth
Despite the varied and challenging trading environment, Halma has continued to deliver organic growth above the rate of its end markets for more than a decade through our businesses gaining market share, growing internationally and diversifying into new market niches. Achieving this sustained success over such a long period has required a relentless determination to increase strategic investment in innovation, international expansion and talent development both centrally and within individual sectors.
Our companies increased R&D expenditure by 21% to 19.8m (2014/15: 16.4m) with increases in all sectors, and representing 5.2% of Group revenue. However, our investment in innovation is not restricted to new product development and we encourage our businesses to collaborate and share best practice in all areas of their businesses as we believe this is a very effective catalyst for broader business innovation. This is exemplified by the biennial Halma Innovation and Technology Exposition (HITE) event which was held in April this year in Barcelona.
Currency volatility
Halma reports its results in Sterling with approximately 40% of Grouprevenue denominated in US Dollars and 10% in Euros. In the half year, Sterling weakened on average by 8% relative to the US Dollar and strengthened 12% against the Euro, resulting in a 3% positive currency translation impact on revenue and 2% positive impact on profit as noted above. If exchange rates continue at current levels for the full year, we estimate that the currency translation impact will be broadly neutral year on year.
Funding capacity increased via US Private Placement
Cash generation remains strong. Cash conversion (adjusted operating cash flow as a percentage of adjusted operating profit) was 88% (2014/15: 87%), ahead of our 85% cash conversion target. Net debt at the end of the period reduced to 93m (March 2015: 101m) having continued organic investment, increased dividend and taxation payments and completed one acquisition. Capital expenditure of 9.0m (2014/15: 9.9m) showed a good underlying increase but was lower due to greater property expenditure in the prior year. Gross cash balances were untypically high at 134m due mainly to holding cash at the half year end for completion of the Firetrace acquisition immediately after.
On 2 November 2015 a US Private Placement was agreed for $250m, in a mix of Sterling, US Dollars, and Euros, at a weighted average interest rate of 2.5% over the outstanding borrowing period of five, seven and ten years. Funds will be drawn down in January 2016. This underpins Group funding with the diversification of term debt in addition to the existing syndicated bank facility of 360m which runs to November 2018.
Gearing (the ratio of net debt to EBITDA) at half year end was 0.5 times, increasing to 0.9 times following the Firetrace acquisition. We feel comfortable operating with up to 1.25 times gearing, and would be prepared to exceed this level temporarily if the timing of acquisitions required it.
Risks and uncertainties
A number of potential risks and uncertainties exist which could haveamaterial impact on the Group's performance over the secondhalf ofthe financial year and could cause actual results todiffer materially from expected and historical results. The Group has inplace processes for identifying, evaluating and managing key risks. These risks, together with a description of the approach to mitigating them, are set out on pages 28 to 31 of the 2015 Annual Report andAccounts, which is available on the Group's website atwww.halma.com. The principal risks and uncertainties relate to operational, strategic, legal, financial, people and economic issues. See note 15 to the Condensed Financial Statements for further details.
The Directors do not consider that the principal risks and uncertainties have changed since the publication of the 2015 Annual Report and Accounts and confirm that they remain relevant for the second half of the financial year. As part of their ongoing assessment of risk throughout the period the Directors have considered the above risks inthe context of the new Executive Board structure and the Group's delivery of its financial objectives. Macro-economic uncertainty and movements in foreign exchange rates continue toremain a risk to financial performance.
Going concern
After conducting a review of the Group's financial resources the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason they continue to adopt the going concern basisin preparing the Condensed Financial Statements.
The Directors have adopted the requirements of the updated UK Corporate Governance Code which are relevant for the first time for the current reporting period and will be reporting their first Viability Statement in the Annual Report and Accounts for the year ending 2 April 2016.
Board changes
Stephen Pettit retired from the Halma Board at our Annual General Meeting in July 2015. Stephen joined Halma in 2003 and served as our Senior Independent Director and Chairman of the Remuneration Committee. We would like to thank Stephen for his contribution over more than a decade, during which time our business has grown and changed substantially. His willingness to support both the Board and the businesses in any way he could is greatly appreciated. Tony Rice succeeds Stephen as Senior Independent Director and Remuneration Committee Chairman.
Outlook
Halma has made strong progress in the first half, achieving record revenue and profit in varied market conditions. The diversity of our products, customers and end-market niches is a cornerstone of our success. We continue to capitalise on this foundation by increasing our investment in innovation, international expansion and talent development every year. This, together with our agile organisational model, enables us to grow faster than our markets over the medium term for example by gaining market share or entering new market niches.
Since the period end, order intake has continued to be ahead of revenue and order intake last year. We have also completed the purchase of Firetrace, demonstrating our ability to supplement organic growth with high quality acquisitions. Halma remains on track to make progress in the second half of the year in line with our expectations.
Andrew Williams
Chief Executive
Kevin Thompson
Finance Director1 See Financial Highlights.
2 See note 2 to the Condensed Financial Statements.
Half year results 2015/16
Condensed Financial Statements
Consolidated Income Statement
Unaudited 27 weeks to 3 October 2015
Unaudited 26 weeks to 27 September 2014
Audited
52 weeks to
28 March
2015
Notes
Before
adjustments*
000Adjustments*
(note 2)
000Total
000Before
adjustments*
000Adjustments*
(note 2)
000Total
000Total
000Continuing operations
Revenue
2
379,657
-
379,657
340,903
-
340,903
726,134
Operating profit
77,657
(11,004)
66,653
71,425
(9,275)
62,150
137,063
Share of results of associates
(79)
-
(79)
65
-
65
64
Profit on disposal of operations
-
592
592
-
1,430
1,430
1,430
Finance income
3
128
-
128
64
-
64
167
Finance expense
4
(3,049)
-
(3,049)
(2,536)
-
(2,536)
(5,113)
Profit before taxation
74,657
(10,412)
64,245
69,018
(7,845)
61,173
133,611
Taxation
5
(17,170)
3,143
(14,027)
(15,874)
2,243
(13,631)
(29,610)
Profit for the period attributable to equity shareholders
57,487
(7,269)
50,218
53,144
(5,602)
47,542
104,001
Earnings per share
6
From continuing operations
Basic
15.19p
13.27p
14.05p
12.57p
27.49p
Diluted
13.27p
12.56p
27.48p
Dividends in respect
of the period7
Dividends paid and proposed (000)
18,855
17,599
45,229
Per share
4.98p
4.65p
11.96p
*
Adjustments include the amortisation of acquired intangible assets, acquisition items, profit or loss on disposal of operations, and the associated taxation thereon.
Consolidated Statement of Comprehensive Income and Expenditure
Unaudited
27 weeks to
3 October
2015
000
Unaudited
26 weeks to
27 September
2014
000
Audited
52 weeks to
28 March
2015
000
Profit for the period
50,218
47,542
104,001
Items that will not be reclassified subsequently to the Income Statement:
Actuarial gains/(losses) on defined benefit pension plans
13,122
(9,663)
(34,795)
Tax relating to components of other comprehensive income that will not be reclassified
(2,625)
1,865
6,791
Items that may be reclassified subsequently to the Income Statement:
Effective portion of changes in fair value of cash flow hedges
(343)
4
71
Exchange (losses)/gains on translation of foreign operations and net investment hedge
(14,096)
(2,587)
30,900
Exchange losses transferred to Income Statement on disposal of operation
22
-
189
Tax relating to components of other comprehensive income that may be reclassified
80
(1)
(23)
Other comprehensive (expense)/income for the period
(3,840)
(10,382)
3,133
Total comprehensive income for the period attributable to equity shareholders
46,378
37,160
107,134
The exchange losses of 14,096,000 (26 weeks to 27 September 2014: losses of 2,587,000; 52 weeks to 28 March 2015: gains of 30,900,000) includes losses of 211,000 (26 weeks to 27 September 2014: gains of 103,000; 52weeksto 28 March 2015: gains of 862,000) which relate to net investment hedges.
Consolidated Balance Sheet
Unaudited
3 October
2015
000
Unaudited
27 September
2014
000
Audited
28 March
2015
000
Non-current assets
Goodwill
400,237
385,593
406,190
Other intangible assets
128,781
138,686
138,691
Property, plant and equipment
86,000
78,359
86,303
Interests in associates
3,763
4,216
4,236
Deferred tax asset
25,512
22,020
28,596
644,293
628,874
664,016
Current assets
Inventories
83,014
77,720
79,734
Trade and other receivables
143,144
135,225
156,464
Tax receivable
547
703
20
Cash and cash equivalents
133,716
49,177
41,230
Derivative financial instruments
173
622
1,069
360,594
263,447
278,517
Total assets
1,004,887
892,321
942,533
Current liabilities
Trade and other payables
90,721
85,004
102,717
Borrowings
-
5,225
1,705
Provisions
2,179
11,003
11,746
Tax liabilities
9,978
12,382
12,405
Derivative financial instruments
270
338
636
103,148
113,952
129,209
Net current assets
257,446
149,495
149,308
Non-current liabilities
Borrowings
227,103
180,228
140,419
Retirement benefit obligations
51,405
44,209
66,790
Trade and other payables
4,058
3,335
3,756
Provisions
2,534
1,631
1,549
Deferred tax liabilities
49,783
51,310
51,862
334,883
280,713
264,376
Total liabilities
438,031
394,665
393,585
Net assets
566,856
497,656
548,948
Equity
Share capital
37,965
37,960
37,965
Share premium account
23,608
23,548
23,608
Own shares*
(6,452)
(4,885)
(8,450)
Capital redemption reserve
185
185
185
Hedging reserve
(92)
126
171
Translation reserve
31,255
11,653
45,329
Other reserves
(8,387)
(6,468)
(4,073)
Retained earnings
488,774
435,537
454,213
Shareholders' funds
566,856
497,656
548,948
* Referred to in prior periods as Treasury shares
Consolidated Statement of Changes in Equity
For the 27 weeks ended 3 October 2015
Share
capital
000
Share
premium
account
000
Own
shares
000
Capital
redemption
reserve
000
Hedging
reserve*
000
Translation
reserve*
000
Other
reserves
000
Retained
earnings
000
Total
000
At 28 March 2015 (audited)
37,965
23,608
(8,450)
185
171
45,329
(4,073)
454,213
548,948
Profit for the period
-
-
-
-
-
-
-
50,218
50,218
Other comprehensive income and expense:
Exchange differences on translation of foreign operations
-
-
-
-
-
(14,096)
-
-
(14,096)
Exchange losses transferred to Income Statement on disposal of operation
-
-
-
-
-
22
-
-
22
Actuarial gains on defined benefit pension plans
-
-
-
-
-
-
-
13,122
13,122
Effective portion of changes in fair value of cash flow hedges
-
-
-
-
(343)
-
-
-
(343)
Tax relating to components of other comprehensive income and expense
-
-
-
-
80
-
-
(2,625)
(2,545)
Total other comprehensive income
and expense-
-
-
-
(263)
(14,074)
-
10,497
(3,840)
Dividends paid
-
-
-
-
-
-
-
(27,630)
(27,630)
Share-based payments charge**
-
-
-
-
-
-
1,952
-
1,952
Deferred tax on share-based
payment transactions-
-
-
-
-
-
(575)
-
(575)
Excess tax deductions related to share-based payments on exercised options
-
-
-
-
-
-
-
1,476
1,476
Purchase of Employee Benefit Trust shares**
-
-
(1,216)
-
-
-
-
-
(1,216)
Performance share plan awards vested**
-
-
3,214
-
-
-
(5,691)
-
(2,477)
At 3 October 2015 (unaudited)
37,965
23,608
(6,452)
185
(92)
31,255
(8,387)
488,774
566,856
*
The presentation of the hedging and translation reserves, which were previously netted, has been amended to show the two reserves and their movements in the period separately. The comparatives have been adjusted to reflect this amended presentation. There has been no impact on Shareholders' funds in any period.
**
The purchase of Employee Benefit Trust shares/treasury shares and performance share plan awards vested were shown net in Own shares in prior periods, as were the share based payments charge and performance share plan awards vested in Other reserves. The prior period comparatives have been adjusted to show these gross amounts. There has been no impact on Shareholders' funds in any period.
Own shares are ordinary shares in Halma plc purchased by the Company and held to fulfil the Company's obligations under the Company's share plans. As at 3 October 2015 the number of treasury shares held was 940,421 (27 September 2014: 853,631; 28 March 2015: 1,371,785) and the number of shares held by the Employee Benefit Trust was 89,198 (27September 2014 and 28 March 2015: nil).
For the 26 weeks ended 27 September 2014
Share
capital
000
Share
premium
account
000
Own
shares
000
Capital
redemption
reserve
000
Hedging
reserve*
000
Translation
reserve*
000
Other
reserves
000
Retained
earnings
000
Total
000
At 29 March 2014 (audited)
37,902
22,778
(7,054)
185
123
14,240
(2,745)
420,571
486,000
Profit for the period
-
-
-
-
-
-
-
47,542
47,542
Other comprehensive income and expense:
Exchange differences on translation of foreign operations
-
-
-
-
-
(2,587)
-
-
(2,587)
Actuarial losses on defined benefit pension plans
-
-
-
-
-
-
-
(9,663)
(9,663)
Effective portion of changes in fair value of cash flow hedges
-
-
-
-
4
-
-
-
4
Tax relating to components of other comprehensive income and expense
-
-
-
-
(1)
-
-
1,865
1,864
Total other comprehensive income
and expense-
-
-
-
3
(2,587)
-
(7,798)
(10,382)
Share options exercised
58
770
-
-
-
-
-
-
828
Dividends paid
-
-
-
-
-
-
-
(25,800)
(25,800)
Share-based payments charge**
-
-
-
-
-
-
1,929
-
1,929
Deferred tax on share-based payment transactions
-
-
-
-
-
-
(441)
-
(441)
Excess tax deductions related to share-based payments on exercised options
-
-
-
-
-
-
-
1,022
1,022
Purchase of treasury shares**
-
-
(3,042)
-
-
-
-
-
(3,042)
Performance share plan awards vested**
-
-
5,211
-
-
-
(5,211)
-
-
At 27 September 2014 (unaudited)
37,960
23,548
(4,885)
185
126
11,653
(6,468)
435,537
497,656
*
The presentation of the hedging and translation reserves, which were previously netted, has been amended to show the two reserves and their movements in the period separately. The comparatives have been adjusted to reflect this amended presentation. There has been no impact on Shareholders' funds in any period.
**
The purchase of Employee Benefit Trust shares/treasury shares and performance share plan awards vested were shown net in Own shares in prior periods, as were the share based payments charge and performance share plan awards vested in Other reserves. The prior period comparatives have been adjusted to show these gross amounts. There has been no impact on Shareholders' funds in any period.
For the 52 weeks ended 28 March 2015
Share
capital
000
Share
premium
account
000
Own
shares
000
Capital
redemption
reserve
000
Hedging
reserve*
000
Translation
reserve*
000
Other
reserves
000
Retained
earnings
000
Total
000
At 29 March 2014 (audited)
37,902
22,778
(7,054)
185
123
14,240
(2,745)
420,571
486,000
Profit for the period
-
-
-
-
-
-
-
104,001
104,001
Other comprehensive income
and expense:
Exchange differences on translation
of foreign operations-
-
-
-
-
30,900
-
-
30,900
Exchange losses transferred to Income Statement on disposal of operation
-
-
-
-
-
189
-
-
189
Actuarial losses on defined benefit pension plans
-
-
-
-
-
-
-
(34,795)
(34,795)
Effective portion of changes in fair value of cash flow hedges
-
-
-
-
71
-
-
-
71
Tax relating to components of other comprehensive income and expense
-
-
-
-
(23)
-
-
6,791
6,768
Total other comprehensive income
and expense-
-
-
-
48
31,089
-
(28,004)
3,133
Share options exercised
63
830
-
-
-
-
-
-
893
Dividends paid
-
-
-
-
-
-
-
(43,399)
(43,399)
Share-based payments charge**
-
-
-
-
-
-
3,828
-
3,828
Deferred tax on share-based
payment transactions-
-
-
-
-
-
291
-
291
Excess tax deductions related to share-based payments on exercised options
-
-
-
-
-
-
-
1,044
1,044
Purchase of treasury shares**
-
-
(6,843)
-
-
-
-
-
(6,843)
Performance share plan awards vested**
-
-
5,447
-
-
-
(5,447)
-
-
At 28 March 2015 (audited)
37,965
23,608
(8,450)
185
171
45,329
(4,073)
454,213
548,948
*
The presentation of the hedging and translation reserves, which were previously netted, has been amended to show the two reserves and their movements in the period separately. The comparatives have been adjusted to reflect this amended presentation. There has been no impact on Shareholders' funds in any period.
**
The purchase of Employee Benefit Trust shares/treasury shares and performance share plan awards vested were shown net in Own shares in prior periods, as were the share based payments charge and performance share plan awards vested in Other reserves. The prior period comparatives have been adjusted to show these gross amounts. There has been no impact on Shareholders' funds in any period.
Consolidated Cash Flow Statement
Notes
Unaudited
27 weeks to
3 October
2015
000
Unaudited
26 weeks to
27 September
2014
000
Audited
52 weeks to
28 March
2015
000
Net cash inflow from operating activities
8
61,886
61,924
137,231
Cash flows from investing activities
Purchase of property, plant and equipment
(8,244)
(9,419)
(22,164)
Purchase of computer software
(778)
(473)
(1,021)
Purchase of other intangibles
(81)
(268)
(382)
Proceeds from sale of property, plant and equipment
468
543
1,411
Development costs capitalised
(3,990)
(3,239)
(7,213)
Interest received
128
64
134
Acquisition of businesses, net of cash acquired
10
(12,902)
(87,145)
(87,743)
Disposal of business, net of cash disposed
11
908
4,221
4,248
Net cash used in investing activities
(24,491)
(95,716)
(112,730)
Financing activities
Dividends paid
(27,630)
(25,800)
(43,399)
Proceeds from issue of share capital
-
828
893
Purchase of own shares
(1,216)
(3,042)
(6,843)
Interest paid
(1,589)
(1,499)
(3,118)
Proceeds from borrowings
87,000
152,435
68,962
Repayment of borrowings
-
(77,367)
(35,341)
Net cash from/(used in) financing activities
56,565
45,555
(18,846)
Increase in cash and cash equivalents
93,960
11,763
5,655
Cash and cash equivalents brought forward
39,525
33,126
33,126
Exchange adjustments
231
(329)
744
Cash and cash equivalents carried forward
133,716
44,560
39,525
Unaudited
3 October
2015
000
Unaudited
27 September
2014
000
Audited
28 March
2015
000
Reconciliation of net cash flow to movement in net debt
Increase in cash and cash equivalents
93,960
11,763
5,655
Cash inflow from drawdowns of borrowings
(87,000)
(75,068)
(33,621)
Net debt acquired
-
(468)
(468)
Loan notes issued*
(263)
(608)
(657)
Loan notes repaid*
368
2,731
2,731
Exchange adjustments
442
(130)
(38)
7,507
(61,780)
(26,398)
Net debt brought forward
(100,894)
(74,496)
(74,496)
Net debt carried forward
(93,387)
(136,276)
(100,894)
*
368,000 of the 657,000 loan notes issued in the prior period was converted at par into cash on 17 July 2015. The remaining loan notes are outstanding. Loan notes totalling 263,000 were issued on 15 April 2015 and 16 July 2015 as part of the consideration payable in relation to the acquisition of Advanced Electronics Limited on 14 May 2014. The loan notes, which attract interest of 1%, are convertible into cash by the holder at par on each anniversary of the acquisition date until 14 May 2019.
Notes to the Condensed Financial Statements
1 Basis of preparation
General information
The Half Year Report, which includes the Interim Management Report and Condensed Financial Statements for the 27 weeks to3 October 2015, has not been audited or reviewed by the Group's Auditor and was approved by the Directors on 17November 2015.
The Report has been prepared in accordance with International Accounting Standard 34, applying the accounting policies andpresentation that were applied in the preparation of the Group's statutory accounts for the 52 weeks to 28 March 2015.
The figures shown for the 52 weeks to 28 March 2015 are based on the Group's statutory accounts for that period and do not constitute the Group's statutory accounts for that period as defined in Section 434 of the Companies Act 2006. These statutory accounts, which were prepared under International Financial Reporting Standards, have been filed with the Registrar of Companies. The audit report on those accounts was not qualified, did not include a reference to any matters to which the Auditor drew attention by way of emphasis without qualifying the report, and did not contain statements under Sections 498 (2) or (3) of the Companies Act2006.
The Report has been prepared solely to provide additional information to shareholders as a body to assess the Board's strategies andthe potential for those strategies to succeed. It should not be relied on by any other party or for any other purpose.
The Report contains certain forward-looking statements which have been made by the Directors in good faith using information available up until the date they approved the Report. Forward-looking statements should be regarded with caution as by their nature such statements involve risk and uncertainties relating to events and circumstances that may occur in the future. Actualresults may differ from those expressed in such statements, depending on the outcome of these uncertain future events.
The Directors believe the Group is well placed to manage its business risks successfully. The Group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group should be able to operate within the levelof its current committed facilities, which includes a 360m five-year revolving credit facility due to expire in November 2018 and the recently agreed United States Private Placement of $250m which matures over intervals of five, seven and ten years up to 2026 with funds to be drawn in January 2016.
With this in mind, the Directors have a reasonable expectation that the Company and Group have adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis in preparing the half year Condensed Financial Statements.
2 Segmental analysis
Sector analysis
The Group has four main reportable segments (Process Safety, Infrastructure Safety, Medical and Environmental & Analysis), which are defined by markets rather than product type. Each segment includes businesses with similar operating and market characteristics. These segments are consistent with the internal reporting as reviewed by the Chief Executive.
Segment revenue and results
Revenue (all continuing operations)
Unaudited
27 weeks to
3 October
2015
000
Unaudited
26 weeks to
27 September
2014
000
Audited
52 weeks to
28 March
2015
000
Process Safety
77,773
73,579
158,372
Infrastructure Safety
122,411
112,693
234,063
Medical
92,297
78,464
169,333
Environmental & Analysis
87,243
76,256
164,412
Inter-segmental sales
(67)
(89)
(46)
Revenue for the period
379,657
340,903
726,134
Inter-segmental sales are charged at prevailing market prices and have not been disclosed separately by segment as they are not considered material. The Group does not analyse revenue by product group and has no material revenue derived from the rendering of services.
Profit (all continuing operations)
Unaudited
27 weeks to
3 October
2015
000
Unaudited
26 weeks to
27 September
2014
000
Audited
52 weeks to
28 March
2015
000
Segment profit before allocation of adjustments*
Process Safety
19,090
20,439
44,772
Infrastructure Safety
24,591
22,821
49,992
Medical
24,579
20,847
45,385
Environmental & Analysis
14,767
11,861
27,403
83,027
75,968
167,552
Segment profit after allocation of adjustments*
Process Safety
17,393
18,187
40,280
Infrastructure Safety
23,707
23,165
49,585
Medical
18,826
15,227
31,981
Environmental & Analysis
12,689
11,590
25,699
Segment profit
72,615
68,169
147,545
Central administration costs
(5,449)
(4,478)
(8,988)
Costs to close the defined benefit pension plan to future accrual in the prior period
-
(46)
-
Net finance expense
(2,921)
(2,472)
(4,946)
Group profit before taxation
64,245
61,173
133,611
Taxation
(14,027)
(13,631)
(29,610)
Profit for the period
50,218
47,542
104,001
* Adjustments include the amortisation of acquired intangible assets, acquisition items, and profit or loss on disposal of operations.
The accounting policies of the reportable segments are the same as the Group's accounting policies. For acquisitions after 3April2010, acquisition transaction costs and adjustments to contingent purchase consideration are recognised in the Consolidated Income Statement. Segment profit before these acquisition costs, the amortisation of acquired intangible assets and the profit or loss on disposal of continuing operations is disclosed separately above as this is the measure reported to the Chief Executive for the purpose of allocation of resources and assessment of segment performance.
These adjustments are analysed as follows:
Unaudited for the 27 weeks ended 3 October 2015
Acquisition items
Amortisation
of acquired
intangibles
000
Transaction
costs
000
Adjustments
to contingent
consideration
000
Total
amortisation
charge and
acquisition
items
000
Disposal of
operations
(note 11)
000
Total
000
Process Safety
(1,697)
-
-
(1,697)
-
(1,697)
Infrastructure Safety
(411)
(148)
(325)
(884)
-
(884)
Medical
(6,217)
(114)
(14)
(6,345)
592
(5,753)
Environmental & Analysis
(2,078)
-
-
(2,078)
-
(2,078)
Total Segment & Group
(10,403)
(262)
(339)
(11,004)
592
(10,412)
The transaction costs arose mainly on the acquisitions of Value Added Solutions LLC (see note 10) and Firetrace USA, LLC (Firetrace) (see note 13), which were acquired on 19 May 2015 and 5 October 2015 respectively.
The 325,000 charge to contingent consideration related to the revision of the estimate of the remaining Advanced Electronics Limited payable. The payable was settled during the period.
The 592,000 profit on disposal relates to the disposal of 8.8% of the Group's ownership interest in Optomed Oy on 26August2015. See note 11 for further details.
Unaudited for the 26 weeks ended 27 September 2014
Acquisition items
Amortisation
of acquired
intangibles
000
Transaction
costs
000
Adjustments
to contingent
consideration
000
Total
amortisation
charge and
acquisition
items
000
Disposal of
operations
(note 11)
000
Effects of
closure to
future benefit
accrual of
Defined
Benefit
pension
plans*
000
Total
000
Process Safety
(1,344)
(908)
-
(2,252)
-
-
(2,252)
Infrastructure Safety
(354)
(386)
-
(740)
1,084
-
344
Medical
(5,962)
(4)
-
(5,966)
346
-
(5,620)
Environmental & Analysis
(1,935)
-
1,664
(271)
-
-
(271)
Total Segment
(9,595)
(1,298)
1,664
(9,229)
1,430
-
(7,799)
Central administration costs
-
-
-
-
-
(46)
(46)
Total Group
(9,595)
(1,298)
1,664
(9,229)
1,430
(46)
(7,845)
* The 46,000 relates to the costs to close the defined benefit pension plan to future accrual in the prior period.
The transaction costs arose on the acquisitions of Rohrback Cosasco Systems Inc., 908,000; Advanced Electronics Limited, 386,000; and Plasticspritzerei AG, 4,000.
The 1,664,000 credit to contingent consideration related to the revision of the estimate of the remaining ASL Holdings Limited payable from 2,500,000 to 836,000, after payment of 1,000,000 in May 2014.
Within the Infrastructure Safety segment, the 1,084,000 profit relates to the disposal, on 30 May 2014, of Monitor Elevator Products, Inc. Within the Medical segment, the 346,000 profit comprises the disposal, on 2 May 2014, of the Group's 50% ownership interest in PSRM Immobilien AG (131,000) and, on 14 July 2014, of 10.72% of its ownership interest in Optomed Oy (215,000).
Audited for the 52 weeks ended 28 March 2015
Acquisition items
Amortisation
of acquired
intangibles
000
Transaction
costs
000
Adjustments
to contingent
consideration
000
Release of
fair value
adjustments
to inventory
000
Total
amortisation
charge and
acquisition
items
000
Disposal of
operations
(note 11)
000
Total
000
Process Safety
(3,026)
(928)
-
(538)
(4,492)
-
(4,492)
Infrastructure Safety
(765)
(486)
(102)
(130)
(1,483)
1,076
(407)
Medical
(12,156)
(21)
(1,581)
-
(13,758)
354
(13,404)
Environmental & Analysis
(4,007)
-
2,303
-
(1,704)
-
(1,704)
Total Segment & Group
(19,954)
(1,435)
620
(668)
(21,437)
1,430
(20,007)
The 1,581,000 charge to contingent consideration in the Medical sector related mainly to the revision in the estimate of the MST payable from $6,504,000 to $9,061,000. The 2,303,000 credit to contingent consideration in the Environmental & Analysis sector related to the further revision of the estimate of the remaining ASL Holdings Limited payable.
The total assets and liabilities of all four segments have not been disclosed as there have been no material changes to those disclosed in the 2015 Annual Report and Accounts.
Geographic information
The Group's revenue from external customers (by location of customer) is as follows:
Revenue by destination
Unaudited
27 weeks to
3 October
2015
000
Unaudited
26 weeks to
27 September
2014
000
Audited
52 weeks to
28 March
2015
000
United States of America
124,415
104,110
223,374
Mainland Europe
85,190
79,216
167,363
United Kingdom
71,520
67,225
138,312
Asia Pacific
59,736
56,248
116,842
Africa, Near and Middle East
25,419
19,055
44,037
Other countries
13,377
15,049
36,206
Group revenue
379,657
340,903
726,134
3 Finance income
Unaudited
27 weeks to
3 October
2015
000
Unaudited
26 weeks to
27 September
2014
000
Audited
52 weeks to
28 March
2015
000
Interest receivable
128
64
134
Fair value movement on derivative financial instruments
-
-
33
128
64
167
4 Finance expense
Unaudited
27 weeks to
3 October
2015
000
Unaudited
26 weeks to
27 September
2014
000
Audited
52 weeks to
28 March
2015
000
Interest payable on bank loans and overdrafts
1,580
1,499
3,090
Amortisation of finance costs
265
265
530
Net interest charge on pension plan liabilities
1,008
701
1,419
Other interest payable
9
-
28
2,862
2,465
5,067
Fair value movement on derivative financial instruments
187
49
-
Unwinding of discount on provisions
-
22
46
3,049
2,536
5,113
5 Taxation
The total Group tax charge for the 27 weeks to 3 October 2015 of 14,027,000 (26 weeks to 27 September 2014: 13,631,000; 52weeks to 28 March 2015: 29,610,000) comprises a current tax charge of 15,280,000 (26 weeks to 27 September 2014: 14,608,000; 52 weeks to 28 March 2015: 33,523,000) and a deferred tax credit of 1,253,000 (26 weeks to 27 September 2014: 977,000; 52 weeks to 28 March 2015: 3,913,000). The tax charge is based on the estimated effective tax rate forthe year.
The tax charge includes 12,270,000 (26 weeks to 27 September 2014: 10,620,000; 52 weeks to 28 March 2015: 24,064,000) inrespect of overseas tax.
6 Earnings per ordinary share
Basic earnings per ordinary share are calculated using the weighted average of 378,390,374 (27 September 2014: 378,115,425; 28March 2015: 378,328,541) shares in issue during the period (net of shares purchased by the Company and held as treasury and Employee Benefit Trust shares). Diluted earnings per ordinary share are calculated using 378,390,374 (27 September 2014: 378,383,111; 28 March 2015: 378,475,804) shares which includes dilutive potential ordinary shares of nil (27 September 2014: 267,686; 28 March 2015: 147,263). Dilutive potential ordinary shares are calculated from those exercisable share options where the exercise price is less than the average price of the Company's ordinary shares during the period.
Adjusted earnings are calculated as earnings from continuing operations excluding the amortisation of acquired intangible assets, acquisition items, profit or loss on disposal of operations, and associated taxation thereon.
The Directors consider that adjusted earnings represent a more consistent measure of underlying performance. A reconciliation of earnings and the effect on basic earnings per share figures is as follows:
Unaudited
27 weeks to
3 October
2015
000
Unaudited
26 weeks to
27 September
2014
000
Audited
52 weeks to
28 March
2015
000
Earnings from continuing operations
50,218
47,542
104,001
Costs to close the defined benefit pension plan to future accrual (after tax)
-
36
-
Amortisation of acquired intangible assets (after tax)
7,351
6,801
14,121
Acquisition transaction costs (after tax)
171
1,286
1,423
Release of fair value adjustments to inventory (after tax)
-
-
474
Adjustments to contingent consideration (after tax)
339
(1,664)
(1,162)
Profit on disposal of operations (after tax)
(592)
(857)
(945)
Adjusted earnings
57,487
53,144
117,912
Per ordinary share
Unaudited
27 weeks to
3 October
2015
pence
Unaudited
26 weeks to
27 September
2014
pence
Audited
52 weeks to
28 March
2015
pence
Earnings from continuing operations
13.27
12.57
27.49
Costs to close the defined benefit pension plan to future accrual (after tax)
-
0.01
-
Amortisation of acquired intangible assets (after tax)
1.94
1.80
3.73
Acquisition transaction costs (after tax)
0.05
0.34
0.38
Release of fair value adjustments to inventory (after tax)
-
-
0.13
Adjustments to contingent consideration (after tax)
0.09
(0.44)
(0.31)
Profit on disposal of operations (after tax)
(0.16)
(0.23)
(0.25)
Adjusted earnings
15.19
14.05
31.17
7 Dividends
Per ordinary share
Unaudited
27 weeks to
3 October
2015
000
Unaudited
26 weeks to
27 September
2014
000
Audited
52 weeks to
28 March
2015
000
Amounts recognised as distributions to shareholders in the period
Final dividend for the year to 28 March 2015 (29 March 2014)
7.31
6.82
6.82
Interim dividend for the year to 28 March 2015
-
-
4.65
7.31
6.82
11.47
Dividends in respect of the period
Interim dividend for the year to 2 April 2016 (28 March 2015)
4.98
4.65
4.65
Final dividend for the year to 28 March 2015
-
-
7.31
4.98
4.65
11.96
Unaudited
27 weeks to
3 October
2015
000
Unaudited
26 weeks to
27 September
2014
000
Audited
52 weeks to
28 March
2015
000
Amounts recognised as distributions to shareholders in the period
Final dividend for the year to 28 March 2015 (29 March 2014)
27,630
25,800
25,800
Interim dividend for the year to 28 March 2015
-
-
17,599
27,630
25,800
43,399
Dividends in respect of the period
Interim dividend for the year to 2 April 2016 (28 March 2015)
18,855
17,599
17,599
Final dividend for the year to 28 March 2015
-
-
27,630
18,855
17,599
45,229
8 Notes to the Consolidated Cash Flow Statement
Unaudited
27 weeks to
3 October
2015
000
Unaudited
26 weeks to
27 September
2014
000
Audited
52 weeks to
28 March
2015
000
Reconciliation of profit from operations to net cash inflow from operating activities
Profit on continuing operations before finance income and expense, share of results of associates and profit on disposal of operations
66,653
62,150
137,063
Depreciation of property, plant and equipment
7,387
6,822
14,005
Amortisation of computer software
610
568
1,211
Amortisation of capitalised development costs and other intangibles
2,347
2,829
5,505
Impairment of capitalised development costs
-
-
236
Amortisation of acquired intangible assets
10,403
9,595
19,954
Share-based payment expense (less than)/in excess of amounts paid
(1,052)
2,079
3,803
Additional payments to pension plans
(3,241)
(3,250)
(6,560)
Loss/(profit) on sale of property, plant and equipment and computer software
35
(114)
(590)
Operating cash flows before movement in working capital
83,142
80,679
174,627
Increase in inventories
(4,525)
(3,037)
(1,097)
Decrease/(increase) in receivables
11,661
6,073
(10,656)
(Decrease)/increase in payables and provisions
(12,398)
(7,318)
5,801
Revision to estimate of contingent consideration payable
339
(1,664)
(620)
Cash generated from operations
78,219
74,733
168,055
Taxation paid
(16,333)
(12,809)
(30,824)
Net cash inflow from operating activities
61,886
61,924
137,231
Unaudited
3 October
2015
000
Unaudited
27 September
2014
000
Audited
28 March
2015
000
Analysis of cash and cash equivalents
Cash and bank balances
133,716
49,177
41,230
Overdrafts (included in current Borrowings)
-
(4,617)
(1,705)
Cash and cash equivalents
133,716
44,560
39,525
At
28 March
2015
000
Cash flow
000
Loan notes
issued
000
Loan notes
repaid
000
Exchange
adjustments
000
At
3 October
2015
000
Analysis of net debt
Cash and bank balances
41,230
92,255
-
-
231
133,716
Overdrafts
(1,705)
1,705
-
-
-
-
Cash and cash equivalents
39,525
93,960
-
-
231
133,716
Loan notes falling due after more than one year*
(657)
-
(263)
368
-
(552)
Bank loans falling due after
more than one year(139,762)
(87,000)
-
-
211
(226,551)
Total net debt
(100,894)
6,960
(263)
368
442
(93,387)
* 368,000 of the 657,000 loan notes issued in the prior period was converted at par into cash on 17 July 2015. The remaining loan notes are outstanding. Loan notes totalling 263,000 were issued on 15 April 2015 and 16 July 2015 as part of the consideration payable in relation to the acquisition of Advanced Electronics Limited on 14 May 2014. The loan notes, which attract interest of 1%, are convertible into cash by the holder at par on each anniversary of the acquisition date until 14 May 2019.
Cash flows attributable to bank loans falling due after more than one year comprise drawdowns of 87,000,000 and repayments ofnil.
9 Non-GAAP measures
Return on Total Invested Capital (ROTIC)
Unaudited
27 weeks to
3 October
2015
000
(Restated)*
Unaudited
26 weeks to
27 September
2014
000
Audited
52 weeks to
28 March
2015
000
Post-tax profit before adjustments**
57,487
53,144
117,912
Shareholders' funds
566,856
497,656
548,948
Add back retirement benefit obligations
51,405
44,209
66,790
Less associated deferred tax assets
(10,000)
(8,718)
(13,085)
Cumulative amortisation of acquired intangible assets
93,137
70,080
83,958
Historical adjustments to goodwill***
89,549
89,549
89,549
Total Invested Capital
790,947
692,776
776,160
Average Total Invested Capital
783,554
679,563
721,255
Return on Total Invested Capital (annualised)
14.7%
15.6%
16.3%
Return on Capital Employed (ROCE)
Unaudited
27 weeks to
3 October
2015
000
(Restated)*
Unaudited
26 weeks to
27 September
2014
000
Audited
52 weeks to
28 March
2015
000
Operating profit before adjustments**, but after share of results of associates
77,578
71,490
158,564
Computer software costs within intangible assets
2,981
2,862
2,835
Capitalised development costs within intangible assets
17,397
15,150
15,865
Other intangibles within intangible assets
453
404
450
Property, plant and equipment
86,000
78,359
86,303
Inventories
83,014
77,720
79,734
Trade and other receivables
143,144
135,225
156,464
Trade and other payables
(90,721)
(85,004)
(102,717)
Provisions
(2,179)
(11,003)
(11,746)
Net tax liabilities
(9,431)
(11,679)
(12,385)
Non-current trade and other payables
(4,058)
(3,335)
(3,756)
Non-current provisions
(2,534)
(1,631)
(1,549)
Add back contingent purchase consideration
841
8,700
9,650
Capital Employed
224,907
205,768
219,148
Average Capital Employed
222,028
197,738
204,428
Return on Capital Employed (annualised)
69.9%
72.3%
77.6%
*
The ROTIC and ROCE measures are now expressed as a percentage of the average of the current period's and prior year's Total Invested Capital and Capital Employed respectively. Using an average as the denominator is considered to be more representative. The March 2014 Total Invested Capital and Capital Employed balances were 666,350,000 and 189,707,000 respectively.
**
Adjustments include the amortisation of acquired intangible assets, acquisition items, and profit or loss on disposal of operations.
***
Includes goodwill amortised prior to 3 April 2004 and goodwill taken to reserves.
Organic growth
Organic growth measures the change in revenue and profit from continuing Group operations. The effect of current and prior period acquisitions is equalised by adjusting the current period results for pro-rated contributions based on their revenue and profit before taxation at the dates of acquisition. The results of disposals made are removed from the prior period reported revenue and profit before taxation. The effects of currency changes are removed through restating the current year revenue and profit before taxation at the prior year exchange rates. Organic growth at constant currency has been calculated as follows:
Revenue
Adjusted profit* before taxation
Unaudited
27 weeks to
3 October 2015
000
Unaudited
26 weeks to
27 September 2014
000
% growth
Unaudited
27 weeks to
3 October 2015
000
Unaudited
26 weeks to
27 September 2014
000
% growth
Continuing operations
379,657
340,903
74,657
69,018
Acquired and disposed revenue/profit
(6,139)
(1,094)
(1,273)
64
Organic growth
373,518
339,809
9.9%
73,384
69,082
6.2%
Constant currency adjustment
(9,192)
-
(1,703)
-
Organic growth at constant currency
364,326
339,809
7.2%
71,681
69,082
3.8%
* Adjustments include the amortisation of acquired intangible assets, acquisition items, and profit or loss on disposal of operations.
Adjusted operating profit
Unaudited
27 weeks to
3 October
2015
000
Unaudited
26 weeks to
27 September
2014
000
Audited
52 weeks to
28 March
2015
000
Operating profit
66,653
62,150
137,063
Add back:
Acquisition items
601
(366)
1,483
Costs to close the defined benefit pension plan to future accrual
-
46
-
Amortisation of acquired intangible assets
10,403
9,595
19,954
Adjusted operating profit
77,657
71,425
158,500
Adjusted operating cash flow
Unaudited
27 weeks to
3 October
2015
000
Unaudited
26 weeks to
27 September
2014
000
Audited
52 weeks to
28 March
2015
000
Net cash from operating activities (note 8)
61,886
61,924
137,231
Add back:
Taxation paid
16,333
12,809
30,824
Proceeds from sale of property, plant and equipment
468
543
1,411
Share awards vested not settled by own shares*
2,477
-
-
Less:
Purchase of property, plant and equipment
(8,244)
(9,419)
(22,164)
Purchase of computer software and other intangibles
(859)
(741)
(1,403)
Development costs capitalised
(3,990)
(3,239)
(7,213)
Adjusted operating cash flow
68,071
61,877
138,686
Cash conversion % (adjusted operating cash flow/adjusted operating profit)
88%
87%
87%
* See Consolidated Statement of Changes in Equity.
10 Acquisitions
In the provisional accounting, adjustments are made to the book values of the net assets of the companies acquired to reflect their provisional fair values to the Group. Acquired inventories are valued at fair value adopting Group bases and any liabilities for warranties relating to past trading are recognised. Other previously unrecognised assets and liabilities at acquisition are included and accounting policies are aligned with those of the Group where appropriate.
On 19 May 2015 the Group acquired the entire membership interest of Value Added Solutions, LLC (VAS) for an initial consideration of $5,000,000. Below is the summary of the assets and liabilities acquired and the purchase consideration.
Value Added Solutions, LLC
Book value
000
Fair value
adjustments
000
Total
000
Non-current assets
Intangible assets
2
1,808
1,810
Property, plant and equipment
26
212
238
Current assets
Inventories
22
7
29
Trade and other receivables
193
(8)
185
Total assets
243
2,019
2,262
Current liabilities
Trade and other payables
(23)
(6)
(29)
Provisions
(9)
(2)
(11)
Total liabilities
(32)
(8)
(40)
Net assets of businesses acquired
211
2,011
2,222
Initial consideration paid (all cash)
3,228
Deferred contingent purchase consideration estimated to be paid
645
Total consideration
3,873
Goodwill arising on current year acquisition
1,651
Due to their contractual dates, the fair value of receivables acquired (shown above) approximate to the gross contractual amounts receivable. The amount of gross contractual receivables not expected to be recovered is immaterial.
There are no material contingent liabilities recognised in accordance with paragraph 23 of IFRS 3 (revised).
The goodwill arising on acquisition is expected to be deductible for tax purposes. The maximum deferred contingent consideration payable is $1,500,000 (968,000). The current provision represents management's best estimate of the likely payable based on performance observed to date. The deferred contingent consideration is payable based on annualised gross margin for an eighteen month performance period to 1 October 2016.
VAS will operate as a 'bolt-on' to Diba Industries Inc., within Halma's Medical sector.Diba Industries creates innovative fluid handling solutions that are invaluable to device OEMs, while VAS specialises in precision plastic machining, production of thermally bonded manifolds, and fluid component integrations. VAS will add complementary expertise, capabilities, and products that will allow Diba to provide broader solutions to its existing customers, as well as expand its customer base. VAS's production facility is located in Berlin, Connecticut, USA, approximately one hour from Diba Industries' headquarters.
VAS contributed 322,000 of revenue and 11,000 of profit after tax for the period ended 3 October 2015. If it had been held since the start of the financial period, it is estimated the Group's reported revenue and profit after tax would have been 158,000 and 22,000 higher respectively.
The fair value adjustments made resulted in net adjustments to goodwill, which exclude acquired intangibles recognised and deferred tax thereon, of 207,000. The excess of the fair value of the consideration paid over the fair value of the assets acquired is represented by customer-related intangibles of 1,107,000; technology-related intangibles of 701,000; with residual goodwill arising of 1,651,000. The goodwill represents:
a) the technical expertise of the acquired workforce;
b) the opportunity to leverage this expertise across some of Halma's businesses; and
c) the ability to exploit the Group's existing customer base.
As at the date of approval of this Report, the initial acquisition accounting for VAS is provisional. It is common for certain provisions, inventory valuations, intangible asset valuations and deferred tax balances to be revised during the goodwill measurement period, which expires in May 2016. Revisions are made only if new information about conditions existing at the acquisition date becomes available during the measurement period, as defined by IFRS 3 (revised) 'Business Combinations'. The accounting for all prior period acquisitions is completed.
Analysis of cash outflow in the Consolidated Cash Flow Statement
Unaudited
27 weeks to
3 October
2015
000
Unaudited
26 weeks to
27 September
2014
000
Audited
52 weeks to
28 March
2015
000
Initial cash consideration paid
3,228
90,828
90,828
Cash acquired on acquisitions
-
(9,619)
(9,619)
Deferred contingent consideration paid in relation to current year acquisitions
-
1,955
2,601
Deferred contingent consideration paid and loan notes repaid in cash in relation to prior year acquisitions*
9,674
3,981
3,933
Net cash outflow relating to acquisitions (per Consolidated Cash Flow Statement)
12,902
87,145
87,743
* The 9,674,000 comprises 368,000 loan notes and 9,306,000 contingent purchase consideration paid in respect of prior period acquisitions, all but 339,000 of which had beenprovided in the prior year's financial statements.
11 Disposal of subsidiary and interests in associates
On 26 August 2015 the Group disposed of 9,176 shares in Optomed Oy (Optomed), representing 8.8% of its ownership interest in the associate. Consideration received was 1,236,000 (908,000). This transaction resulted in a profit on disposal of 592,000. The Group's residual interest in Optomed is 28.6%. As one of the largest shareholders, the Group continues to exercise significant influence, but not control, over the company and so continues to apply the equity method of accounting for its interest in Optomed.
In the prior periods the profit on disposal related to the disposal by the Group, of its subsidiary Monitor Elevator Products, Inc., its 50% ownership interest in PSRM Immobilien AG and another partial disposal of Optomed Oy. Further details are provided on page 149 of the 2015 Annual Report and Accounts.
12 Fair values of financial assets and liabilities
As at 3 October 2015 there were no significant differences between the book value and fair value (as determined by market value) of the Group's financial assets and liabilities.
The fair value of floating and fixed rate borrowings approximate to the carrying value because interest rates are reset to market rates at intervals of less than one year.
The fair value of derivative financial instruments is estimated by discounting the future contracted cash flow using readily available market data and represents a level 2 measurement in the fair value hierarchy under IFRS 7.
As at 3 October 2015, the total forward foreign currency contracts outstanding were 98,389,000. The contracts mostly mature within one year and therefore the cash flows and resulting effect on profit and loss are expected to occur within the next 12 months.
The fair values of the forward contracts are disclosed as a 173,000 (27 September 2014: 622,000; 28 March 2015: 1,069,000)asset and 270,000 (27 September 2014: 338,000; 28 March 2015: 636,000) liability in the Consolidated Balance Sheet.
Any movements in the fair values of the contracts are recognised in equity until the hedge transaction occurs, when gains/losses are recycled to finance income or finance expense.
13 Subsequent events
Acquisition of Firetrace USA, LLC
On 5 October 2015, the Group acquired the entire interest in Firetrace USA, LLC and its subsidiary companies for cash consideration of $110,000,000, adjustable based on the closing date net assets. No deferred contingent consideration is payable.
Firetrace, based in Scottsdale, Arizona, USA, designs and manufactures automatic fire detection and suppression systems for installation in small enclosed environments to protect people and critical assets. It will continue to operate out of its current facilities and existing management will remain in place. Firetrace will become part of the Infrastructure Safety sector and further extends the Group's product offering within the fire protection industry. Due to the proximity of the acquisition to the date of the approval of this Half Year Report it is impractical to provide further information, including full IFRS 3 'Business Combinations' disclosures.
United States Private Placement
On 2 November 2015, the Group completed a United States Private Placement of $250,000,000. The Placement will take effect on 6 January 2016. The Placement includes Sterling, Euro and US Dollar borrowings at a weighted average fixed interest rate of 2.5%. The bonds mature at five, seven and ten year intervals.
14 Other matters
Seasonality
The Group's financial results have not historically been subject to significant seasonal trends.
Equity and borrowings
Issues and repurchases of Halma plc's ordinary shares and drawdowns and repayments of borrowings are shown intheConsolidated Cash Flow Statement.
Related party transactions
There were no significant changes in the nature and size of related party transactions for the period to those reported inthe2015 Annual Report and Accounts.
15 Principal risks and uncertainties
A number of potential risks and uncertainties exist that could have a material impact on the Group's performance over the second half of the financial year and could cause actual results to differ materially from expected and historical results.
The Group has in place processes for identifying, evaluating and managing key risks. These risks, together with a description of the approach to mitigating them, are set out on pages 28 to 31 in the 2015 Annual Report and Accounts, which is available on the Group's website at www.halma.com.
The principal risks and uncertainties relate to:
Globalisation
Competition
Economic conditions
Funding, treasury and pension deficit
Cyber security/Information Technology/Business interruption
Acquisitions
Laws and regulations
Succession planning and staff quality
Research & Development and Intellectual Property strategy
The Directors consider that the principal risks and uncertainties noted above continue to be relevant to the Group. As part of their ongoing assessment of risk throughout the period the Directors have considered the above risks in the context of the new Executive Board structure and the Group's delivery of its financial objectives. Movements in foreign exchange rates also remain a risk to financial performance. We mitigate the risk to demand by operating in markets underpinned by regulatory drivers (where customer spending is often non-discretionary), maintaining a diverse product portfolio and targeting continued growth in developing markets. In addition, Halma's model of autonomy allows local management to change strategy quickly when reacting to variable market conditions.
Although the Group uses forward foreign exchange contracts to mitigate its transactional currency exposure risk, it does not hedge the translation of its currency profits. In the first half of the year, Sterling weakened on average by 8% relative to the US Dollar, and strengthened 12% against the Euro, resulting in a 3% positive currency impact on reported revenue and 2% on reported profit.
16 Responsibility statement
We confirm that to the best of our knowledge:
a)
these Condensed Financial Statements have been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting' as adopted by the European Union;
b)
this Half Year Report includes a fair review of the information required by Disclosure and Transparency Rule (DTR) 4.2.7R (indication of important events during the period and description of principal risks and uncertainties for the remainder of the financial year); and
c)
this Half Year Report includes a fair review of the information required by DTR 4.2.8R (disclosure of related party transactions and changes therein).
By order of the Board
Andrew Williams
Chief Executive
17 November 2015
Kevin Thompson
Finance Director
This information is provided by RNSThe company news service from the London Stock ExchangeENDIR ZMMMMNVRGKZM
Recent news on Halma
See all newsREG - Halma PLC - Director/PDMR Shareholding
AnnouncementREG - Halma PLC - Trading Update
AnnouncementREG - Halma PLC - Acquisition
AnnouncementREG - Halma PLC - Director/PDMR Shareholding
AnnouncementREG - Halma PLC - Directorate Change
Announcement