REG - Fisher (James) - Full Year Results
20/03/2025 07:15
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RNS Number : 3873B Fisher (James) & Sons plc 20 March 2025
20 March 2025
James Fisher and Sons plc
Full year results for the year ended 31 December 2024
Turnaround momentum delivered solid 2024 results and a strengthened financial
position, creating a platform for growth
James Fisher and Sons plc (FSJ.L) ('James Fisher', 'the Group'), a leading
marine services company providing innovative solutions across energy, defence
and maritime service, announces its audited full year results for the year
ended 31 December 2024 ('the Period', "2024").
§ Turnaround actions delivered solid 2024 results; in line with upgraded
expectations and a significantly strengthened balance sheet
§ Revenue increased by 8.6%, adjusted for the impact of disposals and business
closures(3). Overall revenue declined by 11.8% to £437.7m
§ Particularly good performance from well services (Energy), Tankships (Maritime
Transport) and Submarine rescue and platforms (Defence)
§ Underlying operating profit increased by 31.0% to £22.0m, after adjusting for
the impact from disposals and business closures(3). Overall underlying
operating profit broadly flat at £29.5m
§ Underlying operating margin improved by 70bps to 6.7%, with a pathway to 10%
medium-term target
§ Strong reported profit before tax of £54.0m
§ Net debt significantly reduced by c.£90m in the Period to £56.1m; covenant
leverage at 1.4x, within the target range
§ Re-financed facilities on improved terms in September 2024
§ Strengthened leadership team in place, driving improved execution and
focused on generating sustainable growth
§ Good strategic progress on our business turnaround plans; executive team now
complete, implemented the One James Fisher operating model, delivered unified
company priorities, focused and simplified the portfolio
§ Next chapter of the turnaround will focus on positioning the business for
growth, with focus in selected key sub-segments across Energy and Defence,
supported by further focus on people, innovation and geographic reach
§ Continued investment across all divisions ensuring highly disciplined capital
allocation driving towards our 15% ROCE medium-term target
§ Positive outlook underpinned by supportive end markets
§ Entering next chapter of the turnaround with renewed confidence and focus on
positioning for growth
§ Strengthened financial position will start to support a broader range of
capital allocation opportunities to enhance overall value
§ February year-to-date trading was in line with expectations and the Board
remains confident in delivering further progress in 2025
Underlying results(1) Reported results
Year ended 31 December Year ended 31 December
Continuing operations 31.12.24 31.12.23 Change 31.12.24 31.12.23 Change
Revenue (£m) 437.7 496.2 -11.8% 437.7 496.2 -11.8%
Operating profit/(loss) (£m) 29.5 29.6 -0.3% 73.1 (18.6) n/m
Profit/(loss) before tax (£m) 11.9 8.3 43.4% 54.0 (39.9) n/m
Profit/(loss) for the year (£m) 5.5 2.3 139.1% 46.4 (50.9) n/m
Operating margin 6.7% 6.0% 70 bps 16.7% -3.7% n/m
Return on capital employed 8.2% 6.6% 160 bps n/a n/a n/a
Net debt - covenant basis 61.0 149.8 -59.3% n/a n/a n/a
Net debt(2) 56.1 144.2 -61.1% n/a n/a n/a
Earnings/(loss) per share 16.9 11.4 48.2% 92.0 (101.2) n/m
Excluding disposals and closures(3)
Revenue (£m) 406.0 373.7 8.6%
Operating profit (£m) 22.0 16.8 31.0%
( )
Jean Vernet, Chief Executive Officer, commented:
"I am encouraged by our 2024 performance, ending the year in a stronger
financial position and with our business better positioned to take advantage
of supportive end markets. We delivered underlying operating profit in line
with our upgraded expectations and have significantly deleveraged the Group.
The disposals provided funds to pay down our debt, re-finance our facilities
on improved terms and strengthened our balance sheet as a result - providing a
stable platform for growth with a more resilient capital structure.
"As we complete the second year of our business turnaround, I am pleased with
the implementation of the One James Fisher model. We have an aligned
organisation that can capitalise on our collective strength, with
world-leading capabilities that will help us generate sustainable growth.
"As we move into the next chapter of the turnaround, we will continue to
utilise our people, expertise and innovation to address our customers' biggest
challenges, across the geographies in which we operate.
"February 2025 year-to-date trading was in line with management expectations.
Subject to geopolitical uncertainties, the Board remains confident on
delivering further progress this year, working towards our medium-term
financial targets of 10% underlying operating profit margin and 15% ROCE."
Results presentation: A presentation and webcast for institutional investors
and analysts will be held on 20 March 2025 at 09:00 (GMT). To register to
attend, please contact jamesfisher@almastrategic.com
The presentation will also be webcast live and will be available on demand at
www.james-fisher.com. A transcript of the presentation and Q&A will also
be made available on our website.
Retail investor presentation: The Company will also host a live virtual
presentation and Q&A for retail investors on Friday, 21 March at 13:00
(GMT). Investors can register for the webinar via:
https://www.investormeetcompany.com/fisher-james-sons-plc/register-investor
(https://www.investormeetcompany.com/fisher-james-sons-plc/register-investor)
For further information:
James Fisher and Sons plc 020 7614 9503
Jean Vernet, Chief Executive Officer
Karen Hayzen-Smith, Chief Financial Officer
FTI Consulting 020 3727 1340
Richard Mountain / Susanne Yule
Alma Strategic Communications 020 3405 0205
Justine James jamesfisher@almastrategic.com
Notes to editors
James Fisher and Sons plc is a leading provider of unique marine solutions in
Energy, Defence and Maritime Transport. The Group pioneers safe, innovative
solutions that solve complex customer challenges for industries and
governments around the world.
For more information visit www.james-fisher.com
(http://www.james-fisher.com/)
(1)The Group uses a number of alternative (non-Generally Accepted Accounting
Practice (non-GAAP)) performance measures (APMs) which are not defined within
IFRS. The APMs should be considered in addition to and not as a substitute for
or superior to the information presented in accordance with IFRS, as APMs may
not be directly comparable with similar measures used by other companies. The
APMs are described more fully and reconciled to GAAP performance measures in
Note 25 of the financial statements.
(2) Net debt excludes guarantees and collateral deposits amounting to £4.9m
(2023: £5.6m)
(3) Revenue and operating profit excluding disposals and closures is after
impact of RMSpumptools, Martek, Subtech Europe and Swordfish. RMSpumptools
contributed £24.2m in revenue (2023: £42.5m) and £6.8m in operating profit
(2023: £11.3m). Martek contributed £7.5m in revenue (2023: £11.6m) and
£0.7m in operating profit (2023: £1.4m). In 2023, operating profit from
Swordfish was £3.9m, while Subtech Europe recorded losses of £3.8m.
Cautionary statement: This announcement contains certain forward-looking
statements with respect to the operations, performance and financial condition
of the Group. By their nature, these statements involve uncertainty since
future events and circumstances can cause results and developments to differ
materially from those anticipated. The forward-looking statements reflect
knowledge and information available at the date of preparation of this
announcement and James Fisher and Sons plc undertakes no obligation to update
these forward-looking statements. Nothing in this statement should be
construed as a profit forecast.
Chief Executive's statement
In 2024, we delivered the second year of our turnaround programme and
established a stronger, more sustainable platform for James Fisher. The
progress made shows we are delivering through our driving principles of
'focus, simplify and deliver', increasing cohesion and improving customer
synergies through a 'One James Fisher' model.
Focus, Simplify and Deliver
A significant focus of our turnaround has been to strengthen the balance sheet
and reduce leverage to a sustainable level. This goal was achieved by
divesting RMSpumptools in July and Martek Marine in September, which delivered
good value for our shareholders and contributed towards the simplification of
our portfolio. Their teams leave the James Fisher Group with our sincere
thanks for their hard work and dedication over many years.
The net proceeds of both transactions, alongside improved cash management,
reduced debt by c.£90m and enabled the re-financing of our Revolving Credit
Facility in September 2024. The Group's new bank facilities, provided by four
major banks, significantly reduce administrative costs and provides increased
flexibility to support the business. In addition, we obtained credit approval
for a £12.5m General Export Facility in March 2025 (subject to finalising
legal documentation) to specifically support our growth opportunities in
Defence. I would like to personally thank our lenders for their trust and
continued support.
Back in 2023 we began the simplification of our portfolio and implemented the
One James Fisher model with three divisions. In 2024, we restructured our
Energy Division to align with customer markets, invested in high growth
business sub segments and product development.
As we continue to deliver on the business turnaround, we have stronger
functions in place that are enabling our businesses to execute effectively and
create consistency and efficiency across the organisation. Our key foundations
of governance and compliance remain critical. It's also pleasing to see
Operations, Technology, HR, and Communications and Marketing delivering marked
improvements enable our three Divisions to deliver our roadmap to improve
financial performance.
In 2024, we further strengthened the Executive Team, including the
appointments of a Chief Technology Officer and Head of Operations, both of
whom will help to drive our growth strategy through technology innovation and
supply chain. This includes our new Chief Human Resources Officer who joined
in the second half of 2024 and brings the expertise to deliver our five-year
HR roadmap and ambitions. This will ensure our people continue to remain at
the forefront of customer excellence, building on the quality and depth of
existing relationships through a stronger commercial organisation next year.
Our launch of a more efficient, centralised supply chain already delivered
£1m of savings by the end of 2024, with greater potential in 2025 and
beyond.
Solid performance in a year of change
We ended 2024 with Underlying Operating Profit (UOP), Return on Capital
Employed (ROCE) and net debt slightly better than our expectations. While we
continued to benefit from largely supportive end markets, our results also
benefited from the work we did to strengthen our customer relationships and
innovation roadmap.
During the year, the Energy Division was further simplified around Energy
Services and Renewables with Inspection Repair and Maintenance (IRM)
supporting both. Energy Services benefited from strong global demand for
well services due to increased drilling activity, while bubble curtains saw
continued growth from North America, adding to solid activity across its
traditional basins. In addition, the IRM team made great progress in the
second half on a major port infrastructure project in Mozambique which will
conclude in Q1 2025. The team also made continuous progress in turning
around some of our under-performing businesses, including decommissioning and
control flow excavation.
We have seen success with our investment in noise attenuation solutions
(bubble curtains) for offshore wind farm construction; this is a good example
to demonstrate our agile business model pivoting into growing markets. We see
broader potential across the offshore wind aftermarket services including
cable and blade repair, and operations and maintenance services. In
traditional oil and gas, we will continue to invest in services and
technologies that make our customers' wells more efficient and productive,
meeting the demand for safer, more sustainable solutions on the back of robust
end market demand.
In Defence, our results do not yet reflect the significant progress made to
resolve and complete long-standing projects, restructure our commercial
organisation to rebuild a strong orderbook, pioneer a New Product Development
(NPD) process and strengthen our supply chain. These foundations provide the
platform to deliver stronger operational and financial performance into future
years, with some signs of pickup in order intake and contract awards towards
the later part of 2024.
We see an acceleration in programme procurement activity together with a
broadening set of opportunities for submarine rescue and diving equipment
renewal or expansion, that play to our strengths as market leader in both
areas. Similarly, we focus on market development for our unique tactical
diving vehicles and combined life support systems and host platform
integration, across NATO and partner nations.
Maritime Transport experienced a mixed year, in part due to the market
conditions impacting the Liquified Natural Gas (LNG) demand for Fendercare's,
ship-to-ship (STS) transfer services. As a global market leader in STS
transfer, our focus is on building a stronger commercial organisation to
benefit from our customer relationships and reputation for best service
delivery. In Tankships, we delivered a solid performance, while we continued
to invest in our dual fuel fleet of the future as our older vessels reach
their end-of-life. This investment is central to our future returns and carbon
reduction programme to enable us to meet our 2050 net zero commitment.
We will continue to invest in the modernisation of our fleet, designing more
efficient and sustainable tankers to ensure continuity of critical supply to
the UK, allowing flexibility across cargo types and closely working with our
long-term customers to expand our presence in other regions, such as the
Caribbean.
With our three Divisions now established and driving continuous improvement,
our primary focus is on completing our business turnaround, with the next
phase set to support our growth ambitions. As part of our long-term strategy,
we are looking to build synergies across selected geographic customers and
markets.
Delivering our turnaround
To deliver the first stage of our business turnaround in 2023, we established
a set of One James Fisher company priorities. We are encouraged by the
progress made in 2024 and it is safe to say, our turnaround programme has
equipped us with a stronger financial platform to operate the business from.
We have worked hard to deliver on the priorities we set out to deliver in
2024:
§ Exceptional Safety - two of our three Divisions either maintained or improved
their safety performance, although overall performance fell slightly short of
our aspiration. We made positive progress in 2024, including improved
awareness, enhanced training, and rolled out comprehensive procedures and
protocols which are now embedding in all 2025 employee performance objectives.
§ Employee Engagement - despite a significant year of change, our employee
engagement survey scores increased to 3.94/5.0 this year. We remain committed
to strengthening two-way engagement that aims to elevate our employees' voice
and help inform and deliver the future of our business together. We also
focused on our anti-bribery and corruption training, with nearly 90% of
employees trained, launching our new ethics and compliance system and
whistleblowing speak-up service.
§ Foundations for Growth - we successfully re-financed our bank facilities to
create a more resilient financial platform, while improving cash management,
reduced debt within our target leverage range and made good progress towards
our medium-term financial targets.
§ Strong Supply Chain - a new cross-divisional supply chain function was
established later in 2024, with a central procurement function that is
strengthening supplier relationships and delivering savings. This is still at
an early stage, and we look onwards to delivering much greater opportunities
for efficiency and cost savings.
§ Pipeline of talent - the pace of our five-year people strategy was impacted by
our new CHRO joining in the second half of 2024. Nevertheless, we launched an
enhanced performance management process, a new rewards project and implemented
a central data framework that aims to inform key decision making. We continued
to drive diversity, support our apprentices and cadets and launched our first
ever graduate programme.
As we enter the next chapter of our turnaround, our priorities for 2025 are
clear:
§ Exceptional Safety - remains our number one priority Total recordable case frequency no greater than 1.6 (30% reduction from 2024)
§ Customer Excellence - places customers at the heart of our strategy - Progress towards delivering 10% UOP margin and 15% ROCE target - growth
central to our business model, reflecting our long tradition of bringing novel consistently ahead of underlying markets
solutions that solve customers' biggest challenges, wherever they operate in
the world
§ Pipeline of Talent - inspires people at the centre of our success Employee engagement score to be > 3.95
( )
§ New Product Development - drives innovation and develops a pipeline of Disciplined capital allocation of investment in the business of £30-35m per
unique product offerings annum
Progress towards 15% vitality target(1)
§ Strong Supply Chain - accelerates the integration of our supplier base and Progress towards delivering 10% UOP margin target
enhances efficiency and productivity
(1)Vitality Index - revenue generated by the technology introduced in the last
5 Years per division as a percentage of the total revenue
These priorities form the next chapter of our three-year business turnaround
programme and position the Group for growth. We look forward to continued
delivery in the period ahead.
Sustainable growth
Everything we do is in pursuit of solving our customers' challenges, whilst
maintaining our number one priority of Exceptional Safety. Our three pillars
to position the Group for growth are: 'Aligned strategic markets', 'People and
capabilities', and 'Innovation and technology':
§ Aligned strategic markets - Our capabilities are tailored to the growth areas
of future spending. We operate in the Global Energy and Defence markets which
are growing in line with Energy transition investment and increasing Defence
budgets to manage security threats. Within Maritime Transport we are selective
by focusing on high barrier to entry sub segments where we provide a
differentiated offering - we see this Division as a future cash generator to
support our growth areas in Energy and Defence.
§ People and capabilities - We have deep expertise and unique capabilities which
can be deployed around the world to provide our customers with solutions that
they require. We know how to deploy efficiently and operate safely in complex
and hazardous environments. We are committed to providing our people with
opportunities to develop and learn, being an employer of choice.
§ Innovation and technology - We partner with our customers to provide new,
innovative products that provide a competitive edge across a broad range of
ecosystems. We have an evolving product and solutions roadmap driven by
growing markets and macrotrends e.g. security, autonomy, electrification. As a
leader in technologies, we have the ability to partner with industry, our
customers and academia to deliver innovation and new technologies with
agility.
As we execute this strategy, we will maintain a strong balance sheet, continue
to focus on cash generation and ensure we allocate capital in a very
disciplined way. We will prioritise organic investment in capability and
capacity, to support our business where return hurdle rates can be achieved.
We do see the potential over time to accelerate progress through targeted
inorganic investment, which meets our strict financial criteria and would
create value for our shareholders.
Dividend
An ordinary dividend will be reinstated at the appropriate time, when we can
provide shareholders with a predictable annual return reflective of the
Group's progress.
Outlook
Conditions remain supportive in most of our end markets, and while we are
mindful of the near-term geopolitical and macro-economic uncertainty, we
remain committed to delivering our ambition. We will continue to monitor
emerging risks and their potential impact on global operations. February
year-to-date trading was in line with management expectations and subject to
geopolitical uncertainty, the Board remains confident on delivering further
progress this year.
We expect geopolitical uncertainty and energy security risk to increase in the
medium-term. Our focus is on where we have the greatest opportunity to
differentiate and accelerate our offering to customers in response to the
macro environment - mostly within Energy and Defence verticals.
Our focus for 2025 is to deliver on the next chapter of our business
turnaround, progressing on a path towards our UOP strategic target of 10% and
our ROCE target of 15%, through a combination of further self-help, improved
business unit performance, supply chain integration and revenue recovery for
the Defence Division.
Thanks
Overall, I am encouraged by our achievements, with James Fisher ending the
year in a stronger position. We have a more resilient capital structure to
complete our turnaround strategy, we are working as One Team and are starting
to see the results of the hard work playing through in our operational and
financial performance.
My utmost gratitude goes to all our employees and their families, whose daily
hard work and incredible energy have resulted in better results for the Group.
Undertaking any business turnaround is difficult and distracting, but thanks
to the resilience of many we achieved our goal while continuing to deliver on
our customer commitments, strengthening our compliance, financial discipline
and delivering improved underlying performance.
I would also like to thank our shareholders for their support, and our
customers for their trust.
I am confident in the future of James Fisher and proud of our continuous and
unique contribution to the future of the Blue Economy.
Jean Vernet
Chief Executive Officer
A summary of the Group's performance from continuing operations is set out
below.
Underlying results(1) Reported results
Year ended 31 December Year ended 31 December
Continuing operations 31.12.24 31.12.23 Change 31.12.24 31.12.23 Change
Revenue (£m) 437.7 496.2 (11.8%) 437.7 496.2 (11.8%)
Operating profit/(loss) (£m) 29.5 29.6 (0.3%) 73.1 (18.6) n/m
Profit/(loss) before tax (£m) 11.9 8.3 43.4% 54.0 (39.9) n/m
Profit/(loss) for the year (£m) 5.5 2.3 139.1% 46.4 (50.9) n/m
Operating margin 6.7% 6.0% 70 bps 16.7% (3.7%) n/m
Return on capital employed 8.2% 6.6% 160 bps n/a n/a n/a
Net debt - covenant basis 61.0 149.8 (59.3%) n/a n/a n/a
Net debt 56.1 144.2 (61.1%) n/a n/a n/a
Earnings/(loss) per share 16.9 11.4 48.2% 92.0 (101.2) n/m
Excluding disposals and closures(2)
Revenue (£m) 406.0 373.7 8.6%
Operating profit (£m) 22.0 16.8 31.0%
1 The Group uses a number of alternative (non-Generally Accepted Accounting
Practice (non-GAAP)) performance measures (APMs) which are not defined within
IFRS. The APMs should be considered in addition to and not as a substitute for
or superior to the information presented in accordance with IFRS, as APMs may
not be directly comparable with similar measures used by other companies. The
APMs are described more fully and reconciled to GAAP performance measures in
Note 2 of the financial statements.
2 Revenue and operating profit excluding disposals and closures is after the
impact of RMSpumptools, Martek, Subtech Europe and Swordfish. RMSpumptools
contributed £24.2m in revenue (2023: £42.5m) and £6.8m in operating profit
(2023: £11.3m). Martek contributed £7.5m in revenue (2023: £11.6m) and
£0.7m in operating profit (2023: £1.4m). In 2023, operating profit from
Swordfish was £3.9m, while Subtech Europe recorded losses of £3.8m.
Reported results from continuing operations
The Group generated revenue of £437.7m in 2024, a decrease of 11.8% compared
to £496.2m in 2023 largely due to the impact from disposed businesses. The
Energy Division delivered a strong performance in Well Services and Offshore
Wind. Inspection, Repair & Maintenance benefited from a major
infrastructure contract in Mozambique, which is due to complete in Q1 2025. In
both, Renewables and Subsea & Decommissioning revenue was actively
reduced, following a strategic refocusing on core growth services. In Maritime
Transport the performance was mixed, with revenue down 4.5% to £150.1m.
Tankships performed well, achieving 89% fleet utilisation. The business is
progressing its fleet renewal programme, with four new vessels arriving from
2026. JF Fendercare faced headwinds due to reduced LNG ship-to-ship activity,
Middle East instability, and order rephasing. Defence revenue increased by
10.5% to £80.1m, with strong performance in submarine rescue, defence diving,
and submarine platforms. The division secured long-term renewals in Australia
and expanded its NATO submarine rescue contract. Although special forces
vehicle revenues were impacted by a contract cancellation, a major contract
for tactical diving vehicles for special forces equipment and new submarine
platform projects strengthen the forward orderbook to £306m (2023: £223m).
Reported operating profit was £73.1m, an increase of £91.7m over 2023,
despite underlying operating profit remaining relatively flat. The improvement
was driven by a £91.8m reduction in net adjusting items, shifting from a
£48.2m loss to a £43.6m gain. This year's movement includes £54.9m from the
disposal of RMSpumptools, Martek, and certain Subtech Europe assets. The prior
year's loss was primarily due to a £28.1m reduction in goodwill related
impairments and exceptionally high re-financing costs.
Reported profit before tax was £54.0m, an increase of £93.9m. The increase
in profit before tax was driven by the reported operating profit performance,
along with a benefit from lower net finance expenses. The reduction in net
finance expense resulted from re-financing on more favourable terms and
overall deleveraging (October 2024 onwards), which was made possible following
various in year disposals.
Reported earnings per share were 92.0 pence compared to a loss of 101.2 pence
in 2023 reflecting the improved operating profit performance and gain from
adjusting items.
Underlying operating results from continuing operations
Year ended
Reconciliation of underlying operating profit to operating profit 31.12.24 31.12.23
£m £m
Underlying operating profit 29.5 29.6
Amortisation of acquired intangible assets (0.3) (1.1)
Impairment charges, net (5.1) (28.1)
Re-financing costs (3.5) (12.2)
Restructuring costs (1.7) (5.7)
Disposal of businesses and assets 54.9 1.7
Other (0.7) (2.8)
Operating profit/(loss) 73.1 (18.6)
Underlying operating profit was broadly flat at £29.5m (2023: £29.6m). The
Energy and Defence Divisions delivered growth in both underlying operating
profit and margin, whereas Maritime Transport saw declines in both underlying
operating profit and margin. The Group's overall underlying operating profit
margin improved by 70 bps, from 6.0% in 2023 to 6.7% in 2024 reflecting the
strong performance in compressor rentals into both Well Services and Offshore
Wind and the Inspection Repairs and Maintenance Mozambique contract.
Summary of underlying operating results from continuing operations
Revenue Underlying operating profit/(loss)
Year ended Year ended
31.12.24 31.12.23 Change 31.12.24 31.12.23 Change
Continuing operations £m £m % £m £m %
Energy 207.5 266.5 (22.1%) 24.8 15.7 58.0%
Defence 80.1 72.5 10.5% 1.9 1.5 26.7%
Maritime Transport 150.1 157.2 (4.5%) 15.1 23.3 (35.2%)
Corporate - - - (12.3) (10.9) (12.8%)
Total 437.7 496.2 (11.8%) 29.5 29.6 (0.3%)
Full year operating performance by Division
Energy
Strong performance in Compressor Services product lines
The Energy Division provides services to the energy and renewables markets
including compressor services in Oil and Gas markets and Bubble Curtains for
Offshore Wind (Scantech), IRM (JF Subtech), Commissioning, Cable & Blade
maintenance and support into Renewables (JF Renewables) and Subsea &
Decommissioning Services (JF Offshore). The Artificial Lift (RMSpumptools)
product line was sold on 8 July 2024 for net consideration of £82.8m and is
included in the results until the disposal date.
Year ended
31.12.24 31.12.23
£m £m Change
Revenue 207.5 266.5 (22.1%)
Revenue excl. disposals and closures(1) 183.3 155.6 17.8%
Underlying operating profit(2) 24.8 15.7 58.0%
Underlying operating profit excl. disposals and closures(1) 18.0 4.3 318.6%
Underlying operating profit margin 12.0% 5.9% 610 bps
Underlying operating profit margin excl. disposals and closures(1) 9.8% 2.8% 700 bps
Return on capital employed(2) 17.6% 9.3% 830 bps
1Revenue and operating profit excluding disposals and closures is after the
impact of RMSpumptools, Subtech Europe and Swordfish. RMSpumptools contributed
£24.2m in revenue (2023: £42.5m) and £6.8m in operating profit (2023:
£11.3m). In 2023, operating profit from Swordfish was £3.9m, while Subtech
Europe recorded losses of £3.8m.2Please refer to Note 2 of the Consolidated
financial statements for further information on this alternative performance
measure.
The Energy Division achieved a 17.8% increase in revenue (excluding Subtech
Europe, Swordfish and RMSpumptools) with strong performance in compressor
rentals into both Well Services and Offshore Wind (ahead by 18.6%) and the
continuing Inspection Repairs and Maintenance businesses, although this was
mainly due to a contract in Mozambique which will conclude in early 2025.
Offsetting these advances were revenue reductions in Renewables and Subsea and
Decommissioning Services following the refocus on core services with strong
long term growth projections and the move away from commoditised services.
Including the £3.5m gain from the sale of life of field rental assets, the
Division achieved a more than fourfold increase in underlying operating profit
(excluding disposals and closures).
Compressor Rentals were particularly strong both in traditional Well Testing
service support in Africa and the Middle East and in Bubble Curtain support to
Offshore Windfarm construction, with some significant contract wins in the US
which will continue into 2025. The overall increase was £11.5m; from £61.9m
to £73.4m or 18.6%, with strong asset utilisation extending into a
traditionally lower activity fourth quarter due to strong customer demand.
Inspection, Repair and Maintenance (excluding Subtech Europe and Swordfish)
increased revenue by 59.7% from £39.7m to £63.4m, there was good growth
particularly in Africa as a major port infrastructure project ramped up in H2,
this contract will conclude in H1 2025.
Renewables revenues declined by 20.4% from £29.9m to £23.8m mainly due to a
strategic portfolio review and a refocus onto commissioning and Blade/Cable
monitoring and repairs and away from other commoditised activities. There were
also lower levels of construction activity with deliveries in 2023 (Seagreen
and Hollandse-Kust) not replaced in 2024.
Subsea and Decommissioning Services revenue declined by 15.2% from £22.3m to
£18.9m. In a similar vein to Renewables this business has been restructured
with non-core commoditised product offerings being disposed of and the
remaining business being aligned to robust growth markets supporting Subsea
and Decommissioning services only.
The now divested RMSpumptools product line is included within continuing
operations as it did not satisfy the accounting criteria to be reported as a
discontinued operation. The net proceeds from the sale of the business has
significantly decreased Group financial leverage.
Defence
Positive progress in growing the orderbook, the pipeline remains strong
The Defence Division provides underwater systems and life support
capabilities, for the defence and commercial diving markets. The main business
lines are submarine rescue, defence diving, special forces vehicles, submarine
platforms, and commercial diving and hyperbaric systems.
Year ended
31.12.24 31.12.23
£m £m Change
Revenue 80.1 72.5 10.5%
Underlying operating profit(1) 1.9 1.5 26.7%
Underlying operating profit margin 2.4% 2.1% 30 bps
Return on capital employed(1) 3.5% 2.1% 140 bps
1Please refer to Note 2 of the Consolidated financial statements for further
information on this alternative performance measure
The Defence Division's revenue increased by 10.5%, to £80.1m (2023: £72.5m),
with an underlying operating profit of £1.9m, an increase of £0.4m compared
to 2023. The revenue increase was primarily due to strong performance in the
submarine rescue, defence diving and submarine platform product lines;
partially offset by lower performance in special forces vehicles mainly caused
by the cancellation of a contract in the US. Although operating margin
improved, there were a number of one-off set up costs associated with
expansion.
Commercial diving and hyperbaric product line activity was steady during 2024
with strong growth potential identified for 2025 and beyond. Long term
submarine rescue and defence diving contracts were renewed in Australia during
2024, and the scope of the NATO submarine rescue contract was expanded. Two
submarine rescue equipment build projects were completed during the year, now
in the warranty phase.
Good progress has been made in strengthening the order book, including
successful contract awards in the US and a major special forces equipment
contract secured during the year. As of 31 December 2024, the Division's
forward order book stood at £306m, a significant increase from £223m in the
prior year. Further awards are expected in 2025 subject to procurement
processes, particularly in the submarine platforms and special forces vehicles
product lines.
The underlying drivers for the key markets remain strong, and the Group is
focused on securing new contracts as customers around the world prioritise
undersea defence and energy security.
Maritime Transport
Mixed performance across product lines with challenges in STS markets
The Maritime Transport Division comprises the Tankship business, Cattedown
Wharves (Cattedown) and JF Fendercare.*
Year ended
31.12.24 31.12.23
£m £m Change
JF Tankships (incl. Cattedown) 80.5 76.1 5.8%
JF Fendercare (excl. Martek) 62.1 69.5 (10.6%)
Martek 7.5 11.6 (35.3%)
Total revenue 150.1 157.2 (4.5%)
Underlying operating profit(1) 15.1 23.3 (35.2%)
Underlying operating profit (excluding Martek)(2) 14.4 21.9 (34.2%)
Underlying operating profit margin 10.1% 14.8% (470 bps)
Underlying operating profit margin (excluding Martek) 10.1% 15.0% (490 bps)
Return on capital employed(1) 22.4% 30.3% (790 bps)
1Please refer to Note 2 of the Consolidated Financial Statements for further
information on this alternative performance measure.
2 Martek contributed £0.7m in operating profit (2023: £1.4m).
The Maritime Transport Division's revenue decreased by 4.5% to £150.1m (2023:
£157.2m), reflecting mixed performance across product lines. Underlying
operating profit declined by 35.2% to £15.1m (2023: £23.3m), with the
operating profit margin reduced to 10.1% from 14.8%.
Tankships and Cattedown continued to deliver good performance in the year with
revenues up from £76.1m to £80.5m. Demand continued to be strong allowing
Tankships to achieve fleet utilisation of 89% (2023: 93%). The increase in
revenue was down to Tankships taking on the management of an additional
services, repair and maintenance contract following the closure of Subtech
Europe. Cattedown saw an increase in the throughput from petroleum and dry
cargo which, combined with inflationary price increases, lead to improvement
in revenues. The underlying operating profits from these two businesses saw a
6% decline mostly due to costs incurred in strengthening capability.
During December 2024 and in early 2025, three vessels operated and managed by
Tankships left the fleet as they reached the end of their commercial lives. An
owned vessel, the Raleigh Fisher was sold in December generating a profit on
disposal of £2.8m recognised in separately disclosed items. The Cumbrian
Fisher and Clyde Fisher, which were leased, were redelivered to their owners
in December 2024 and February 2025 respectively. The Raleigh Fisher was
replaced by the Leander Fisher, a vessel of similar specifications that was
taken on a long-term bareboat hire in order to service the MOD time charter
awarded to Tankships in November 2024.
Tankships continues its fleet replacement programme, with four new
sub-intermediate tankers to be delivered throughout 2026 and early 2027.
JF Fendercare (excl. Martek) experienced an £7.4m reduction in revenue
year-on-year, due to a lull in LNG ship-to-ship activity as global LNG stocks
have remained high. This was exacerbated by a reduction in volumes of oil
ship-to-ship in the Middle East driven by regional unrest as well as rephasing
of some large product orders into 2025. The reduction in revenue together with
margin pressures caused by increased vessel costs in Brazil have caused a
significant reduction in underlying operating profit for the business.
*Martek Marine ("Martek") was sold in September 2024. The Divisional results
include the contribution for the eight months in 2024 and full year in 2023.
Corporate
Corporate costs were £12.3m compared to £10.9m in 2023. The increase
reflects the full year impact of investments made to strengthen capabilities
to support the turnaround strategy as well as higher bonus and share-based
payments costs, partially offset by various cost saving initiatives. The
investments in Corporate serve as a foundation for sustainable growth by
driving stronger business performance and operational efficiencies, ultimately
leading to margin improvements across the Group. Key areas of focus include
enhancing the supply chain to improve resilience and cost-effectiveness,
advancing engineering capabilities to drive technical excellence, and
fostering innovation to maintain a competitive edge in evolving markets.
Non-underlying items included within operating profit
Year ended
31.12.24 31.12.23
£m £m
Impairment charges, net 5.1 28.1
Re-financing costs 3.5 12.2
Restructuring costs 1.7 5.7
Amortisation of acquired intangible assets 0.3 0.3
Gain on disposal of businesses and assets (54.9) (1.7)
Other 0.7 3.6
Total (43.6) 48.2
The Group has recognised a net gain of £43.6m from non-underlying items
during the year, compared to a net loss of £48.2m in the prior year.
The £5.1m net impairment charge in 2024 mainly comprises a £3.2m goodwill
impairment related to our IRM business, £1.4m impairment relating to two
joint ventures within the Maritime Transport division which we have classified
as "held for sale", a further £0.9m impairment in a South African joint
venture within our Maritime Transport division and £0.2m impairment of assets
within the Scantech Norway business in the Energy division. This is partially
offset by an impairment reversal of £0.6m following the successful recovery
of previously impaired receivables from a closed business. The 2023 net
impairment charge of £28.1m relates to goodwill impairment charges of
£28.0m, largely in the Defence division and asset impairments of £2.4m in
Maritime Transport and Energy divisions, partially offset by a £2.2m
impairment reversal.
The Group incurred £3.5m in re-financing charges during the year, primarily
related to legal and advisory costs for the new revolving credit facility
(RCF). In comparison, similar costs associated with the previous facility
amounted to £12.2m in 2023.
Restructuring costs of £1.7m relate to the Group's multi-year transformation
programme, which focuses on simplification, rationalisation, and business
integration. These costs primarily consist of redundancy related expenses.
Amortisation of acquired intangible assets relate to customer relationships
acquired through business combinations which are amortised over their useful
economic life.
The disposal of businesses and assets generated a profit of £54.9m in 2024.
This includes a £48.8m gain from the sale of RMSpumptools and a £0.7m gain
from the disposal of Martek. The remaining profit primarily arises from the
sale of the remaining assets of the closed Subtech Europe business.
Other costs predominantly comprise of legal and professional fees that are
non-recurring and outside the normal course of business.
Capital expenditure
Capital expenditure in the year was £29.3m (2023: £29.3m) and £2.4m (2023:
£2.1m) on development expenditure. The capital expenditure to depreciation
ratio was 1.4 (excluding intangibles additions and amortisation).
Approximately half of the expenditure incurred was in the Energy Division
which included spend on a new fleet of compressors as well as upgrades to
existing compressors to support sighted opportunities. The remaining
expenditure was largely weighted towards Maritime Transport in relation to
deposits on the Tankships re-build programme.
Net Finance charges
The Group's net finance charges decreased by £2.2m to £19.1m (2023:
£21.3m). Underlying finance charges excludes the impact from the
remeasurement of borrowings and net unrealised foreign exchange on lease
liabilities.
Finance charges in the full year to December 2024 primarily comprise of
£13.6m of interest expense on loans and overdrafts (2023: £15.8m), £0.9m
for deferred completion fees payable under the previous RCF (2023: £2.6m),
£1.7m of loan arrangement fees (2023: £1.9m), and £4.3m interest expense on
lease liabilities (2023: £4.0m), partially offset by £2.8m (2023: £3.2m)
interest income on cash balances and pensions. The decrease in interest
expense on loans and overdrafts was mainly due to the reduction in the quantum
of debt following the Group deleveraging activities in 2024.
The Group's interest cover ratio, which is an alternative performance measure
is fully described and reconciled in Note 2 of the Condensed consolidated
financial statements. Under the new facility the interest cover ratio metric
has been redefined to be calculated as underlying EBITDA divided by net
interest payable (excluding IFRS 16 finance charges) from the date of the
first utilisation, rather than being on a last 12-month basis and using
underlying operating profit under the previous calculation. The interest cover
at 31 December 2024 is 4.5x compared to a banking covenants requirement of
greater than 4.0x.
Taxation
The Group has recognised a tax charge in respect of continuing operations of
£7.6m in the period (2023: charge of £11.0m). The tax charge on underlying
profits from continuing operations for the period is £3.3m (2023: £2.4m).
The effective tax rate (ETR) rate on the underlying profit before tax is 27.6%
(2023: 29.0%), which has been adjusted for a £3.1m (2023: £3.6m) Corporate
Interest Restriction (CIR) disallowance due to exceptionally high interest
costs which cause a distortion on the tax rate and has no bearing on the
operational performance of the Group. The Group's ETR excluding this
adjustment is 53.4% (2023: 72.7%).
The unrecognised UK Deferred Tax Asset has been maintained for FY24, which
results in no tax credit being recognised for the losses generated by the UK
businesses. Given the tax benefit is not recorded in the financial statements,
and therefore results in a higher ETR, a useful metric is to understand the
underlying ETR excluding the UK which for FY24 is 25% (2023: 30%). As the UK
stabilises, and we can include the tax credit we would anticipate an
underlying ETR would fall within the 25.5% to 27.5% range on the assumption of
a consistent geographic mix.
The decrease in the overall tax charge on continuing operations is primarily
driven by the fact in 2023 the tax charge included the impact of derecognising
tax losses in the UK for earlier periods. In 2024 the Group continues to
maintain the unrecognised UK Deferred Tax Asset position, although the impact
to the tax charge is reduced as it only considers current year UK losses.
Dividends and earnings per share
The Board has not recommended dividends for 2024 or 2023, as the Group is
still in the process of its turnaround. However, the Board remains committed
to reintroducing a sustainable dividend policy at the appropriate time.
Basic earnings per share, on a statutory basis, increased to 92.0 pence (2023:
loss of 101.2 pence) reflecting higher profit after tax. Underlying basic
earnings per share increased to 16.9 pence (2023: 11.4 pence) primarily due to
lower interest charges in the year.
Cash flow and borrowings
Year ended
31.12.24 31.12.23
£m £m
Cash flow from operating activities 49.3 37.8
Cash flows from/(used in) investing activities 79.7 (4.7)
Cash flows used in financing activities (131.6) (27.4)
Net decrease (increase) in cash and cash equivalents (2.6) 5.7
Cash and cash equivalents at 1 January 26.4 22.8
Net foreign exchange differences (0.4) (1.7)
Cash transferred to asset held for sale 0.4 (0.4)
Cash and cash equivalents at 31 December 23.8 26.4
The Group generated £49.3m (2023: £37.8m) of cash from operating activities,
with a working capital inflow of £4.2m (2023: inflow of £6.7m). The increase
in operating profit was the key driver of the improved cash flow. The working
capital inflow arose due to an improvement in creditor days, partially offset
by an increase in trade and other debtors which was mainly as a result of
ongoing projects for which billing milestones have not yet been reached.
Creditor balances have seen a modest reduction since 2023. Tax payments were
slightly higher than last year at £9.7m (2023: £8.6m).
Cash inflows from investing activities during the year were £79.7m (2023:
outflow of £4.7m). Capital expenditure, at £31.7m, was in line with the
£31.2m invested in 2023. Key expenditure in 2024 included investment in
energy efficient compressors in the Energy Division, which is expected to
yield attractive returns. Other capex investments included deposits on new
build vessels, dry docking of the Group's vessels and equipment purchases. The
Group realised £80.0m from the disposal of RMSpumptools and Martek in
addition to £25.8m of proceeds from the disposal of property, plant and
equipment (2023: £25.6m).
The Group's net borrowings at 31 December 2024, including all lease
liabilities, was £108.0m (2023: £201.1m). During the period, bank borrowings
decreased by £89.3m and lease liabilities decreased by £6.8m.
On 31 December 2024, the Group had £95.0m of committed credit facilities
(2023: £192.7m) and £17.0m of undrawn committed credit facilities (2023:
£24.7m).
The Group's net debt for the purposes of its banking covenants consists of net
bank borrowings, finance lease liabilities (on an IAS 17 basis), and bonds and
guarantees, are as summarised below.
Year ended
31.12.24 31.12.23
£m £m
Net borrowings 108.0 201.1
Less: right-of-use operating leases (52.6) (56.9)
Amortised cost adjustment 0.7 -
Add: Guarantees and collateral deposits(1) 4.9 5.6
Net debt - covenant basis 61.0 149.8
Covenant EBITDA 43.9 54.4
Net Debt : EBITDA(2) 1.4x 2.8x
(1)Includes one-time James Fisher Nuclear Limited settlement of £3.4m in
2024.
(2)Defined as leverage APM in Note 2.3 of the Condensed consolidated financial
statements.
Liquidity
In September 2024, following the successful deleveraging of the Group,
combined borrowing facilities of £95m, with 3 of its lending banks and one
new lender, were agreed. The new facilities consist of £75m RCF and a £20m
term loan with maturity dates of September 2027 (extension options available
subject to lender consent) and September 2029 respectively. As per the
agreement, £2.5m of the RCF commitments will step-down and be cancelled in
the first half of 2025.
The Group operates a minimum internal liquidity target of £20m (being
committed facility headroom and readily available cash) to enable the
settlement of any liabilities as they become due and to provide additional
comfort over the liquidity headroom of the Group. At 31 December 2024, the
Group's liquidity position was £25m which is 125% of the liquidity target.
However, ensuring sufficient liquidity has been included within the financial,
liquidity and treasury Principal Risk in the Annual Report and Accounts and
continues to be closely monitored by management.
Additional committed and non-committed facilities continue to be scoped by the
Group to ensure the minimum liquidity objective will be maintained during the
growth phase of the strategic plan.
Balance sheet
The Group's net assets increased by £41.7m to £190.3m (2023: £148.6m).
Total comprehensive income for the year of £40.5m contributed to the increase
in retained earnings. The primary driver of the increase in net assets was the
reduction in borrowings following the re-financing offset by a decrease in net
assets due to the disposals of RMSpumptools and Martek.
Non-current assets
Non-current assets decreased by £23.4m to £271.9m, driven by movements in
Goodwill and right-of-use assets. Goodwill reduced by £13.8m to £64.5m
(2023: £78.3m), reflecting the disposal of £9.7m as part of the RMSpumptools
transaction and an impairment charge of £3.2m on the Continental goodwill
balance. Right-of-use assets decreased by £7.4m, driven by natural in-year
amortisation exceeding the rate of additions. The majority of the Group's
right-of-use assets relate to vessels which are typically under longer term
rental agreements.
Current assets and current liabilities
The Group's net current assets stand at £36.8m, a decrease of £37.4m from
2023. This reduction reflects a £21.3m decrease in inventories, trade and
other receivables, and trade and other payables, of which £14.5m relates to
the disposal of RMSpumptools and £14.7m to the removal of assets held for
sale following the completion of the Martek transaction.
Short-term bank borrowings (mainly overdrafts) increased to £78.9m from
£64.1m as of 31 December 2023, while the net position of short-term cash and
short-term borrowings reduced to £7.3m (31 December 2023: £13.4m).
Non-current liabilities
Non-current liabilities decreased by £102.5m to £118.4m as of 31 December
2024. This reduction was primarily driven by repayments following various
business and asset disposals during the year, as well as the Group's
subsequent re-financing.
Guidance for 2025
Performance to date is in line with the Board's expectation and the outlook
for the year remains unchanged, weighted towards H2. 2025 will exclude
performance from businesses that were disposed during the year. RMSpumptools
contributed £24.2m of revenue and £6.8m of operating profit. Martek
contributed £7.5m of revenue and £0.7m of operating profit.
Interest costs are expected to decrease in 2025 following the successful
deleveraging and re-financing during 2024, the 2025 interest rate will be
8.5%.
Capital expenditure is expected to be at similar levels to 2024, weighted
towards H1.
The underlying effective tax rate for the full year 2025 will depend on the
geographic revenue mix and is expected to be approximately 29%.
Principal risks and uncertainties
The principal risks and uncertainties affecting the Group are listed below and
are set out in more detail in the Company's Annual Report and Financial
Statements 2024, which should be read in conjunction with this announcement
when published. This list is not a substitute for reading the Company's Annual
Report and Financial Statements 2024 in full.
The Group has continued to enhance their risk management processes, achieving
notable progress in 2024 through ongoing projects, including the continuous
review of principal risks. Following these reviews, two previously separate
principal risks, "Maintaining Access to Adequate Funding" and "Financial
Risk," have been consolidated into a single risk category: "Financial,
Liquidity & Treasury". This change reflects the successful refinancing
completed during the year and a more integrated approach to financial risk
oversight. The review also concluded that acquisitions and disposals no longer
constitute a principal risk for the Group. With the focus now on transforming
the existing business portfolio, no significant acquisitions are anticipated
in the near-term.
The Group's principal risks and uncertainties are outlined below, along with
details on the nature of each risk:
1. Group transformation programme: The Group is undertaking a significant
multi-year transformation to build a stronger, more sustainable business for
the future. If not managed effectively, this initiative carries the risk of
disruption to, or distraction from core activities.
2. Project delivery: The Group risks failing to meet customer expectations or
contractual obligations due to inadequate service or project delivery. This
may result from resource misalignment, poor planning, or insufficient
stakeholder engagement, therefore compromising the ability to fulfil
commitments.
3. Product risk: The Group is exposed to rework and potential claims if their
products fail to meet customer requirements or the required quality standards.
4. Health and safety: The significant risk of operational incidents or failure
to maintain internal health and safety standards can have serious consequences
for employee health, both physical and mental. The Group has 'zero-tolerance'
for any risks or hazardous behaviours, including minor infractions.
5. Recruitment and retention of staff: The risk of not attracting, retaining, or
developing employees with the required skills, competence, and leadership
capabilities presents a challenge to the Group. Inadequate succession
planning, insufficient training, and disengagement may result in gaps in key
roles, operational inefficiencies, and noncompliance with regulatory
requirements.
6. Climate change: The Group is exposed to risks related to environmental impact
on its operations and the ongoing transition to a more sustainable energy
landscape.
7. Cyber security: The Group is exposed to internal and external cyber threats,
such as hacking, phishing, and fraud, which may result in financial losses and
reputational harm.
8. Financial, liquidity and Treasury: The Group may face risk in managing their
financial resources, ensuring sufficient liquidity and effectively handling
treasury operations. Unethical behaviour, or a violation of the Group's
policies could also potentially result in the mismanagement of financial
resources or misappropriation of assets.
9. Operating in emerging markets: The Group faces risks when operating in
emerging markets and key growth economies, where varying legislative
restrictions, sanctions, embargoes and exchange controls may complicate
governance and compliance. These challenges may increase the complexity of
doing business and managing relationships in these regions.
10. Contractual exposure: The Group operates in markets where larger
project-based contractors may transfer risks down the supply chain,
potentially exposing the Group to contractual liabilities.
11. Breach of laws and regulations: The Group is subject to various laws and
regulations, including data protection, anti-bribery and corruption, human
rights, tax, customs, and procurement rules.
Consolidated income statement
for the year ended 31 December 2024
Notes Year ended 31 December 2024 Year ended 31 December 2023
£m £m
Continuing operations
Revenue 3 437.7 496.2
Cost of sales (304.7) (360.3)
Gross profit 133.0 135.9
Administrative expenses (101.6) (109.6)
Impairment charges (5.2) (28.4)
Profit on disposal of businesses 49.5 -
Re-financing costs (3.5) (12.2)
Restructuring costs (1.7) (5.7)
Share of post-tax results of joint ventures and associates 2.6 1.4
Operating profit/(loss) 73.1 (18.6)
Investment income 4 2.8 3.2
Finance expense 4 (21.2) (24.5)
Net unrealised foreign exchange on lease liabilities 4 (0.7) -
Profit/(loss) before taxation 54.0 (39.9)
Tax expense 5 (7.6) (11.0)
Profit/(loss) for the year from continuing operations 46.4 (50.9)
Loss for the year from discontinued operations, net of tax 6 - (11.4)
Profit/(loss) for the year 46.4 (62.3)
Attributable to:
Owners of the Company 46.3 (62.4)
Non-controlling interests 0.1 0.1
46.4 (62.3)
Profit/(loss) per share pence pence
Basic 92.0 (123.9)
Diluted 89.7 (123.9)
Profit/(loss) per share - continuing operations pence pence
Basic 92.0 (101.2)
Diluted 89.7 (101.2)
Consolidated statement of other comprehensive income
for the year ended 31 December 2024
Notes Year ended 31 December 2024 Year ended 31 December 2023
£m £m
Profit/(loss) for the year 46.4 (62.3)
Other comprehensive income/(expense):
Items that will not be classified to the income statement
Actuarial gain in defined benefit pension schemes 13 0.1 1.6
Tax on items that will not be re-classified 0.1 (0.3)
0.2 1.3
Items that may be re-classified to the income statement
Exchange differences on foreign currency net investments (4.6) (8.1)
Effective portion of changes in fair value of cash flow hedges (2.3) (0.3)
Effective portion of changes in fair value of cash flow hedges in joint - (0.1)
ventures
Net changes in fair value of cash flow hedges transferred to income statement 0.3 (0.9)
Tax on items that may be re-classified 0.5 (0.3)
(6.1) (9.7)
Total other comprehensive income/(expense) for the year (5.9) (8.4)
Total comprehensive income/(expense) for the year 40.5 (70.7)
Attributable to:
Owners of the Company 40.5 (70.8)
Non-controlling interests - 0.1
40.5 (70.7)
Consolidated statement of financial position
at 31 December 2024
31 December 2024 31 December 2023(1)
Notes £m
£m
Non-current assets
Goodwill 9 64.5 78.3
Other intangible assets 7.2 6.3
Property, plant and equipment 111.4 118.0
Right-of-use assets 60.0 67.4
Investment in joint ventures and associates 5.9 8.4
Other investments 1.4 1.4
Other receivables 6.8 4.0
Other financial assets 1.4 -
Deferred tax assets 4.2 4.1
Retirement benefit surplus 13 9.1 7.4
271.9 295.3
Current assets
Inventories 32.8 46.7
Trade and other receivables 114.5 124.0
Cash and cash equivalents 86.2 77.5
Current tax receivable 5.4 -
Assets held for sale 10 0.5 14.7
239.4 262.9
Current liabilities
Trade and other payables (111.3) (113.4)
Current tax payable (3.5) (1.1)
Borrowings 11 (78.9) (64.1)
Other financial liabilities (0.9) -
Provisions 12 (8.0) (9.4)
Liabilities associated with assets held for sale 10 - (0.7)
(202.6) (188.7)
Net current assets 36.8 74.2
Total assets less current liabilities 308.7 369.5
Non-current liabilities
Borrowings 11 (115.3) (214.9)
Provisions 12 (0.5) (4.3)
Deferred tax liabilities (0.7) (0.1)
Retirement benefit obligations 13 (1.9) (1.6)
(118.4) (220.9)
Net Assets 190.3 148.6
Equity
Share capital 12.6 12.6
Share premium 26.8 26.8
Treasury shares (0.2) (0.5)
Other reserves (22.0) (16.4)
Retained earnings 172.7 125.5
Total shareholders' equity 189.9 148.0
Non-controlling interests 0.4 0.6
Total equity 190.3 148.6
1 During the year, the Directors agreed to change the presentation of the
consolidated statement of financial position in order to aggregate the
presentation of financing liabilities of the Group. As a result, £13.0m of
current lease liabilities, £48.2m of non-current lease liabilities and £0.1m
of non-current cumulative preference shares have been re-classified to current
borrowings and non-current borrowings respectively. There are no net impacts
to the overall Consolidated statement of financial position as a result of
these changes.
Consolidated statement of changes in equity
for the year ended 31 December 2024
Share capital Share premium £m Treasury shares Other Reserves £m Retained earnings £m Total shareholders' equity Non-controlling interests £m Total equity
£m £m £m £m
At 1 January 2023 12.6 26.8 (0.6) (6.8) 185.8 217.8 0.5 218.3
Loss for the year - - - - (62.4) (62.4) 0.1 (62.3)
Other comprehensive income/(expense) - - - (9.7) 1.3 (8.4) - (8.4)
Total comprehensive expense - - - (9.7) (61.1) (70.8) 0.1 (70.7)
Contributions by and distributions to owners:
Re-measurement of non-controlling interest put option - - - 0.1 - 0.1 - 0.1
Share-based payments - - - - 1.0 1.0 - 1.0
Sale of shares by Employee Share Ownership Trust - - 0.1 - (0.2) (0.1) - (0.1)
At 31 December 2023 12.6 26.8 (0.5) (16.4) 125.5 148.0 0.6 148.6
Profit/(loss) for the year - - - - 46.3 46.3 0.1 46.4
Other comprehensive income/(expense) - - - (6.0) 0.2 (5.8) (0.1) (5.9)
Total comprehensive income/(expense) - - - (6.0) 46.5 40.5 - 40.5
Contributions by and distributions to owners:
Changes in ownership interest without a change in control - - - 0.4 (0.4) - (0.2) (0.2)
Share-based payments - - - - 1.8 1.8 - 1.8
Purchase of shares by Employee Share Ownership Trust - - (0.3) - - (0.3) - (0.3)
Sale of shares by Employee Share Ownership Trust - - 0.6 - (0.7) (0.1) - (0.1)
At 31 December 2024 12.6 26.8 (0.2) (22.0) 172.7 189.9 0.4 190.3
Other reserves Translation Hedging Put option Total
reserve reserve liability £m
£m £m £m
At 1 January 2023 (8.2) 2.5 (1.1) (6.8)
Other comprehensive expense (8.1) (1.6) - (9.7)
Re-measurement of non-controlling interest put option - - 0.1 0.1
At 31 December 2023 (16.3) 0.9 (1.0) (16.4)
Other comprehensive expense (4.6) (1.4) - (6.0)
Re-measurement of non-controlling interest put option (0.6) - 1.0 0.4
At 31 December 2024 (21.5) (0.5) - (22.0)
Consolidated cash flow statement
for the year ended 31 December 2024
Notes 31 December 2024 31 December 2023(1)
£m £m
Profit/(loss) for the year 46.4 (62.3)
Tax expense 5 7.6 12.0
Adjustments for:
Depreciation and amortisation 40.5 41.2
Impairments 5.2 28.1
Net finance expense 19.1 21.3
Net gain/(loss) on disposal of businesses (49.5) 2.1
Gain on disposals of property, plant and equipment (13.0) (2.5)
Share of post-tax results of joint ventures and associates (2.6) (1.4)
Share-based payments charge 1.8 1.0
Other non-cash items 0.3 (0.9)
Decrease in inventories 2.0 0.1
(Increase)/decrease in trade and other receivables (5.9) 10.7
Increase/(decrease) in trade and other payables 10.3 (11.1)
(Decrease)/increase in provisions (2.2) 7.0
Defined benefit pension cash contributions less service cost 13 (1.0) 1.1
Cash generated from operations 59.0 46.4
Income taxes paid (9.7) (8.6)
Cash flow from operating activities 49.3 37.8
Investing activities
Dividends received from joint venture undertakings 2.3 1.2
Proceeds from the disposal of subsidiaries, net of cash disposed 80.0 (3.2)
Proceeds from the disposal of property, plant and equipment(2) 25.8 25.6
Finance income 2.6 2.9
Acquisition of property, plant and equipment (29.3) (29.4)
Development expenditure (2.4) (1.8)
Proceeds from repayment of debt instrument issued by joint venture 0.7 -
undertakings
Cash flows from/(used in) investing activities 79.7 (4.7)
Financing activities
Repayment of lease liability principal (16.7) (14.1)
Interest paid on lease liabilities (4.3) (4.0)
Finance costs (20.0) (15.7)
Acquisition of non-controlling interests (NCI) (0.6) -
Proceeds from borrowings 120.0 198.1
Repayment of borrowings (210.0) (191.7)
Repurchase of treasury shares (0.2) (0.2)
Proceeds from sale of treasury shares 0.2 0.2
Cash flows from financing activities (131.6) (27.4)
Net (decrease)/increase in cash and cash equivalents 11 (2.6) 5.7
Cash and cash equivalents at 1 January 26.4 22.8
Cash and cash equivalents transferred from assets held for sale at 1 January 11 0.4 -
Net foreign exchange differences (0.4) (1.7)
Cash and cash equivalents transferred to assets held for sale at 31 December 10 - (0.4)
Cash and cash equivalents at 31 December 23.8 26.4
1 During the year, the Directors agreed to change the presentation of the
Consolidated cash flow statement in order to provide the reader with
supplemental data relating to the financial condition of operations. As a
result, (£1.4m) Share of post-tax results of joint ventures and associates
and £1.0m Share-based payments charge been re-classified from the Other
non-cash items line into their own lines on the face of the Consolidated cash
flow statement. Additionally, £7.0m movement in provisions included within
the trade and other payables line and £4.0m interest paid on lease
liabilities included within repayment of lease liability principal line have
been re-classified into their own lines on the face of the Consolidated cash
flow statement. There are no net impacts to the overall Consolidated cash flow
statement as a result of these changes.
2 Proceeds from disposal of property plant and equipment includes £3.2m
(2023: £19.8m) from assets held for sale (see Note 10).
Notes to the full year results
1. General information
James Fisher and Sons plc (the Company) is a public limited company registered
and domiciled in England and Wales and listed on the London Stock Exchange.
The consolidated financial statements comprise the financial statements of the
Company, its subsidiary undertakings and its interest in associates and
jointly controlled entities (together the Group), for the year ended 31
December 2024. The Company and consolidated financial statements were approved
for publication by the Directors on xx March 2025.
The financial information set out above does not constitute the company's
statutory accounts for the years ended 31 December 2024 or 2023 but is derived
from those accounts. Statutory accounts for 2023 have been delivered to the
registrar of companies, and those for 2024 will be delivered in due course.
The auditor has reported on those accounts; their reports were (i)
unqualified, (ii) for the year ended 2023 included reference to a matter to
which the auditor drew attention by way of emphasis without qualifying their
report in respect of a material uncertainty in respect of going concern for
(2024: no reference to such matter), and (iii) did not contain a statement
under section 498 (2) or (3) of the Companies Act 2006.
Going concern
In determining the appropriate basis of preparation of the financial
statements for the year ended 31 December 2024, the Board is required to
consider whether the Group can continue in operational existence for a period
of at least 12 months from the date of approval of the Financial Statements.
The Board has concluded that it is appropriate to adopt the going concern
basis, having undertaken a rigorous assessment of the financial forecasts, key
uncertainties and sensitivities, as set out below.
On 19 September 2024, the Group completed the refinancing of its Revolving
Credit Facility (RCF), which was set to expire in March 2025, replacing it
with a single three-year £75.0m RCF and a five-year £20.0m bilateral
facility (Group's funding arrangements). The terms of the new facilities are
less restrictive compared to the previous arrangement, with no capex or
minimum liquidity covenants, a reduced security package, quarterly testing
instead of monthly, a longer tenure, and reduced reporting requirements.
Additionally, the new facilities provide permitted baskets for acquisitions
and disposals. The new RCF includes two one-year extension options, subject to
lender approval, which, if exercised, could extend its term to September 2029.
There were committed facilities at 31 December 2024 of £95.0m (2023:
£192.7m) and undrawn committed facilities of £17.0m (2023: £24.7m).
As part of the Group's funding arrangements, in addition to financial
covenants, there is a non-financial covenant that requires the Group to
provide signed audited financial statements for all guarantors party to the
banking arrangement where applicable within 180 days of the year end. The
Board believe that they are able to meet the signing dates outlined in the
agreement and acknowledge that should the signing dates not be met then a
waiver will need to be obtained.
The Group's net debt for banking covenant purposes comprises net bank
borrowings adjusted for finance lease liabilities (on a pre-IFRS 16 basis) and
advance payment guarantees. As at 31 December 2024, net debt for covenant
purposes stood at £61.0m, with a leverage ratio of 1.4 times. The Group
complied with all financial covenants for the year ended 31 December 2024.
Following the refinancing, the Board have reviewed the Group's forecasts and
assessed the severe but plausible downside scenario. Based on this assessment,
they are confident that the Group will have sufficient resources to meet its
liabilities as they fall due for at least 12 months from the date of signing
of these financial statements.
Board assessment
The Board has considered an appropriate period for going concern assessment
considering any known liquidity events that will occur after the 12-month
period. The directors concluded that the 12-month going concern assessment
period is appropriate.
Base case
The base case is derived from a detailed, bottom-up budget that spans the
going concern period. It considers the macroeconomic environment, including
inflationary pressures and market trends. It also considers potential risks
and opportunities during the period. However, it does not factor in disposals
or acquisitions, as these remain outside the Group's direct control.
The base case demonstrates that the Group has adequate levels of liquidity
from its committed facilities and complies with all its banking covenants
throughout the going concern assessment period.
Severe but plausible scenario
The Board also evaluated a range of sensitivities on the base case over the
assessment period to develop a severe but plausible scenario. These
sensitivities include the following risks simultaneously materialising:
· trading downside risks related to unsecured revenue streams, the
timing of contract wins, expansion in new jurisdictions and the lack of
turnaround from underperforming businesses resulting in an approximate 12%
reduction in EBITDA in FY25 and 6% in H1 FY26; and
· cash flow disruptions arising from areas such as late payments
from customers, project delivery challenges and an increase in inventory days.
Under a combination of all of the above downside scenarios (the combined
severe but plausible scenario), prior to mitigating actions within the control
of management, the forecasts indicate that there is limited headroom on
liquidity in certain months, however there is sufficient headroom on all
financial covenants in the going concern assessment period. The Directors are
confident that they have a number of controllable mitigating actions that
could be implemented should the combined severe but plausible scenario
materialise to address the limited headroom on liquidity, predominantly from
reducing discretionary spend on non-critical projects.
Reverse stress testing of the base case
The Board have also considered a reverse stress test scenario to ascertain the
extent of performance deterioration required to breach the Group's banking
covenants based on base case forecasts:
· for leverage, during the lowest covenant testing periods, and
before applying any controllable mitigations, an EBITDA decline of 27% or a
net debt increase of 37% would reduce headroom to nil;
· for interest cover, during the lowest covenant testing periods,
and before applying any controllable mitigations, an EBITDA decline of 21% or
a net interest expense increase of 26% would also result in nil head-room.
The Board does not consider the reverse stress test scenario to be plausible.
Conclusion
Based on their assessment, the Board are confident that the Group will have
sufficient funds to meet its liabilities as they fall due for at least 12
months from the approval date of these financial statements. Furthermore, the
Group is expected to remain in compliance with its covenant requirements.
Accordingly, the financial statements have been prepared on a going concern
basis.
2. Alternative performance measures
The Group uses various measures which are not defined by generally accepted
accounting principles (GAAP) under International Financial Reporting Standards
(IFRS). The alternative performance measures (APMs) should be considered in
addition to, and not as a substitute for or superior to, the information
presented in accordance with IFRS, as APMs may not be directly comparable with
similar measures used by other companies.
The Group believes that APMs, when considered together with IFRS results,
provide the readers of the financial statements with complementary information
to better understand and compare the financial performance and position of the
Group from period to period. The adjustments are usually items that are
significant in size and/or non-recurring in nature. These measures are also
used by management for planning, reporting and performance management
purposes. Some of the measures form part of the covenant ratios calculation
required under the terms of the Group's borrowings.
As APMs include the benefits of restructuring programmes or use of the
acquired intangible assets but exclude certain significant costs, such as
amortisation of intangible assets, litigation, material restructuring and
transaction items, they should not be regarded as a complete picture of the
Group's financial performance, which is presented in its IFRS results. The
exclusion of adjusting items may result in underlying profits/(losses) being
materially higher or lower than IFRS earnings.
During the year a review of the measures was undertaken and as a consequence
the Interest Cover measure has been updated in line with the Group's new
banking facilities signed in September 2024 and is now calculated as the ratio
of the rolling 12-month covenant interest to covenant earnings before
interest, tax, depreciation and amortisation (Covenant EBITDA). Further
information on Covenant EBITDA can be found in Note 2.2.
The following APMs are referred to in the Annual Report and Accounts and
described in the following paragraphs.
2.1. Underlying operating profit
Underlying operating profit is defined as operating profit from continuing
operations adjusted for acquisition-related income and expense (amortisation
or impairment of acquired intangible assets, acquisition expenses, adjustments
to contingent consideration), the costs of a material restructuring,
litigation, asset impairment and profit/loss relating to the sale of
businesses or any other significant one-off adjustments to income or expenses
(adjusting items).
Underlying operating profit is used as a basis for net debt : EBITDA and
interest cover covenant calculations, required under the terms of the Group's
borrowings. This APM is also used internally to measure the Group's
performance against previous years and budgets, as the adjusting items
fluctuate year-on-year and may be unknown at the time of budgeting.
Year Ended 31 December 2024
As Impairment Disposal of Re-financ- Restruct- Other/Tax Underlying
reported charges / businesses ing uring £m results
£m (reversals) and assets £m £m £m
£m £m
Revenue 437.7 - - - - - 437.7
Cost of sales (304.7) - - - - - (304.7)
Gross profit 133.0 - - - - - 133.0
Administrative expenses (101.6) - (5.4) - - 1.0 (106.0)
Impairment charges (5.2) 5.1 - - - - (0.1)
Profit on disposal of businesses 49.5 - (49.5) - - - -
Re-financing costs (3.5) - - 3.5 - - -
Restructuring costs (1.7) - - - 1.7 - -
Share of post-tax results of joint ventures and associates 2.6 - - - - - 2.6
Operating profit 73.1 5.1 (54.9) 3.5 1.7 1.0 29.5
Investment income 2.8 - - - - - 2.8
Finance expense (21.2) - - - - 0.8 (20.4)
Net unrealised foreign exchange on lease liabilities (0.7) - - - - 0.7 -
Profit before taxation 54.0 5.1 (54.9) 3.5 1.7 2.5 11.9
Tax expense (7.6) 0.1 0.1 - (0.1) 1.1 (6.4)
Profit for the year 46.4 5.2 (54.8) 3.5 1.6 3.6 5.5
Operating margin (%) 16.7% 6.7%
Segmental underlying operating profit is calculated as follows:
Energy 74.8 2.8 (52.6) - 0.4 (0.6) 24.8
Defence 2.0 0.1 - - 0.3 (0.5) 1.9
Maritime Transport 17.2 2.2 (3.5) - 0.2 (1.0) 15.1
Corporate (20.9) - 1.2 3.5 0.8 3.1 (12.3)
Continuing operations 73.1 5.1 (54.9) 3.5 1.7 1.0 29.5
The underlying results include £3.5m of operating profit from the sale of
life-of-field rental-related assets which occurred in the ordinary course of
business.
During the year ended 31 December 2024, adjusting items in arriving at the
underlying results were in relation to:
§ Impairment charges/(reversals) - the £5.1m net impairment charge in 2024
comprises a £3.2m goodwill impairment related to our Inspection, Repair and
Maintenance business (see Note 9) , £1.4m impairment relating to two joint
ventures within the Maritime Transport Division, a £0.9m impairment in a
South African joint venture within our Maritime Transport Division and £0.2m
impairment of assets within the Scantech Norway business in the Energy
Division. This is partially offset by an impairment reversal of £0.7m
following the successful recovery of previously impaired receivables from a
closed business.
§ Re-financing - costs associated with re-financing activities and completion of
various requirements and conditions of the June 2023 Revolving Credit Facility
(RCF) primarily related to legal and advisory costs.
§ Restructuring - costs related to the Group's multi-year transformation
programme expected to be completed in 2027 which focuses on simplification,
rationalisation and business integration. These costs primarily consist of
redundancy-related expenses.
§ Disposal of businesses and assets - mainly comprises a £49.5m gain on
disposal of businesses and the sale of the remaining assets of the closed
Subtech Europe business.
§ Other - includes £0.3m amortisation of acquired intangibles and legal and
professional fees that are non-recurring and outside the normal course of
business.
.
Year Ended 31 December 2023
As Impairment Disposal of Re-financing Re- Other/Tax Underlying
reported charges / businesses £m structuring £m results
£m (reversals) and assets £m £m
£m £m
Continuing operations
Revenue 496.2 - - - - - 496.2
Cost of sales (360.3) - (1.8) - - - (362.1)
Gross profit 135.9 - (1.8) - - - 134.1
Administrative expenses (109.6) - 0.1 - - 3.9 (105.6)
Impairment charges (28.4) 28.1 - - - - (0.3)
Re-financing costs (12.2) - - 12.2 - - -
Restructuring costs (5.7) - - - 5.7 - -
Share of post-tax results of joint ventures and associates 1.4 - - - - - 1.4
Operating (loss)/profit (18.6) 28.1 (1.7) 12.2 5.7 3.9 29.6
Investment income 3.2 - - - - - 3.2
Finance expense (24.5) - - - - - (24.5)
(Loss)/profit before taxation (39.9) 28.1 (1.7) 12.2 5.7 3.9 8.3
Tax expense (11.0) - - - - 5.0 (6.0)
(Loss)/profit for the year from continuing operations (50.9) 28.1 (1.7) 12.2 5.7 8.9 2.3
Loss for the year from discontinued operations, net of tax (11.4) - - - - - (11.4)
Loss for the year (62.3) 28.1 (1.7) 12.2 5.7 8.9 (9.1)
Operating margin (%) (3.7)% 6.0%
Segmental underlying operating profit is calculated as follows:
Energy 9.5 2.1 (0.4) - 3.6 0.9 15.7
Defence (23.7) 24.7 - - 0.5 - 1.5
Maritime Transport 21.7 1.3 (1.4) - 1.5 0.2 23.3
Corporate (26.1) - 0.1 12.2 0.1 2.8 (10.9)
Continuing operations (18.6) 28.1 (1.7) 12.2 5.7 3.9 29.6
During the year ended 31 December 2023, adjusting items in arriving at the
underlying results were in relation to:
§ Impairment charges / (reversals) - the impairment charges/(reversals) relate
to goodwill, right-of-use vessels, tangible assets and investments.
§ Re-financing - costs associated with re-financing activities, obtaining a
waiver from the Group's lenders and completion of various requirements and
conditions of the Revolving Credit Facility (RCF).
§ Restructuring - costs related to the multi-year transformation programme
expected to be completed in 2027 aimed at simplification, rationalisation and
integration of the Group's businesses across all Divisions including £3.0m in
relation to the closure of the Subtech Europe business in the Energy Division.
§ Disposal of businesses and assets - mainly comprises a £1.4m PPE disposal
gain arising on the disposal of a vessel in the Maritime Transport Division.
§ Other - includes £1.1m amortisation of acquired intangibles and £2.2m past
service costs recognised for the MNRPF scheme as part of the review of the
Fund's administrative and benefit practices carried out by the Fund's lawyers.
§ Tax - includes £4.7m in relation to the de-recognition of the brought forward
net UK deferred tax asset as at 31 December 2022.
2.2. Covenant EBITDA
Covenant EBITDA is calculated in line with the Group's banking covenants
effective from 1 October 2024. It is defined as the rolling 12-month
continuing operations underlying operating profit before interest, tax,
depreciation and amortisation on a pre-IFRS 16 basis excluding the EBITDA of
businesses disposed of during the year. The IFRS 16 adjustment is calculated
as a difference between right-of-use asset depreciation and lease payments for
leases that would have been classified as operating leases under IAS 17. The
numbers below are presented on a rolling 12-month basis for both years. There
were no businesses disposed of in 2023 which were classified as continuing
operations and therefore no change to the 2023 comparative to the amounts
reported in the 2023 financial statements.
2024 2023
£m £m
Underlying operating profit (Note 2.1) 29.5 29.6
Amortisation of intangible assets 1.1 2.9
Depreciation of tangible assets 19.8 22.0
Depreciation of right-of-use assets 19.6 16.3
Amortisation of acquired intangibles (0.3) (1.1)
EBITDA 69.7 69.7
IFRS 16 impact removed (18.7) (15.3)
Covenant EBITDA for interest cover 51.0 54.4
EBITDA less IFRS 16 impact of businesses disposed in the year (7.1) -
Covenant EBITDA for leverage 43.9 54.4
2.3. Leverage (Net debt - covenant basis : EBITDA)
Leverage, also known as Net debt - covenant basis : EBITDA is calculated in
line with the Group's banking covenants. It is defined as Net debt - covenant
basis divided by Covenant EBITDA. Net debt is net borrowings as set out in
Note 11 excluding the IFRS 9 amortised cost adjustment and right-of-use
operating leases, which are the leases which would have been classified as
operating leases under IAS 17. Net debt - covenant basis is defined as net
debt plus guarantees and collateral deposits. Guarantees are those issued by a
bank or financial institution to compensate a stakeholder in the event of a
Group company not fulfilling its obligations in the ordinary course of
business in relation to either advance payments or trade debtors.
2024 2023
£m £m
Net borrowings (Note 11) 108.0 201.1
Deduct:
Lease liabilities under IFRS 16 (54.4) (61.2)
Amortised cost adjustment 0.7 -
(53.7) (61.2)
Add:
Lease liabilities under IAS 17 1.8 4.3
Guarantees and collateral deposits 4.9 5.6
6.7 9.9
Net debt - covenant basis 61.0 149.8
Covenant EBITDA (Note 2.2) 43.9 54.4
Leverage 1.4 2.8
Covenant EBITDA and leverage for 2024 would have been £51.0m and 1.2x under
the previous banking covenant methodology, which included EBITDA from in-year
disposals.
2.4. Return on Capital Employed (ROCE)
Capital employed is defined as net assets less right-of-use assets plus net
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 rolling 12-month underlying
operating profit from continuing activities, divided by average capital
employed. Group ROCE is defined as the rolling 12-month underlying operating
profit, less notional tax, calculated by multiplying the underlying effective
tax rate by the underlying operating profit, divided by average capital
employed, as calculated below. Group ROCE is a KPI that is used internally and
externally and forms part of performance conditions under the Group's
Long-Term Incentive Plan.
2024 2023
£m £m
Net assets 190.3 148.6
Right-of-use assets (60.0) (67.4)
Net borrowings (Note 11) 108.0 201.1
Capital employed 238.3 282.3
Amortisation of customer relationships 0.3 1.0
Capital employed 238.6 283.3
Underlying operating profit (Note 2.1) 29.5 29.6
Notional tax at the underlying effective tax rate of 27.6% (2023: 29.0%) (8.1) (8.6)
Underlying operating profit after notional tax 21.4 21.0
Average capital employed 261.0 318.4
Return on capital employed 8.2% 6.6%
The three divisional ROCEs are detailed below:
Year ended 31 December 2024 Energy Defence Maritime
£m £m Transport
£m
Net assets (Note 3) 122.8 55.6 65.6
Right-of-use assets (12.6) (5.3) (41.6)
Net borrowings 12.3 5.8 35.7
Capital employed 122.5 56.1 59.7
Amortisation of customer relationships 0.3 - -
122.8 56.1 59.7
Underlying operating profit (Note 3) 24.8 1.9 15.1
Average capital employed 141.0 53.9 67.5
Return on capital employed 17.6% 3.5% 22.4%
Year ended 31 December 2023 Energy Defence Maritime
£m £m Transport
£m
Net assets (Note 3) 156.6 51.6 83.8
Right-of-use assets (14.3) (3.8) (48.7)
Net borrowings 16.4 3.9 39.7
Capital employed 158.7 51.7 74.8
Amortisation of customer relationships 0.5 - 0.4
159.2 51.7 75.2
Underlying operating profit (Note 3) 15.7 1.5 23.3
Average capital employed 168.4 68.5 77.1
Return on capital employed 9.3% 2.1% 30.3%
2.5. Interest cover
Interest cover is calculated in line with the Group's banking covenants under
the Group's new facilities. The numbers below are presented on a full year
basis but the December 2024 actual banking covenant is calculated from the
start of the new facility in September 2024. It is defined as a ratio of
rolling 12-month continuing operations EBITDA to rolling 12-month covenant
interest. Covenant interest is defined as interest payable on bank loans and
overdrafts, other interest payable, and interest payable on leases classified
as finance leases under IAS 17 less interest receivable on short-term
deposits, all from continuing operations.
2024 2023
£m £m
Net finance expense (Note 4) (19.1) (21.3)
Add back:
Amortisation of loan arrangement fees (Note 4) 2.5 4.4
Net unrealised foreign exchange on lease liabilities (Note 4) 0.7 -
Interest payable on pre-IFRS 16 operating leases 4.3 3.9
Re-measurement of borrowings 0.8 -
Other interest expense - (0.1)
8.3 8.2
Deduct:
Interest receivable from joint ventures (Note 4) (0.2) -
IAS 19 pension interest receivable (Note 4) (0.3) (0.3)
(0.5) (0.3)
Covenant interest (11.3) (13.4)
EBITDA (Note 2.2) 51.0 54.4
Interest cover 4.5 4.1
The actual covenant interest cover under the new facilities for the period
from the start of the new facility to 31 December 2024 is 9.6x.
2.6. Underlying earnings per share (EPS)
Underlying earnings per share (EPS) is calculated as underlying profit before
tax from continuing activities, less income tax, but excluding the tax impact
on adjusting items and adjusting for corporate interest restriction tax
disallowance, less profit attributable to non-controlling interests, divided
by the weighted average number of ordinary shares in issue during the year.
Underlying earnings per share is a performance condition used for the
Long-Term Incentive Plan.
2024 2023
£m £m
Profit/(loss) attributable to owners of the Company 46.3 (51.0)
Adjusting items (Note 2.1) (42.1) 48.2
Tax on adjusting items (Note 2.1) 1.2 5.0
Corporate interest restriction tax disallowance 3.1 3.6
Underlying profit attributable to owners of the Company 8.5 5.8
Basic weighted average number of shares (Note 8) 50,364,912 50,358,388
Diluted weighted average number of shares (Note 8) 51,640,361 50,634,837
Underlying basic earnings per share 16.9 11.4
Underlying diluted earnings per share 16.5 11.4
3. Segmental information
The Group has three operating segments reviewed by the Board: Energy, Defence
and Maritime Transport. Energy and Defence are differentiated by markets and
industries which they serve. The Maritime Transport Division is differentiated
by the services which it provides.
.
The three operating segments consist of multiple product lines, which are
grouped into their respective reported segments based on the services they
provide. The Energy Division provides services to the energy and renewables
markets including compressor services in Oil and Gas markets and bubble
curtains for Offshore Wind, Inspection Repair and Maintenance, Commissioning,
Cable & Blade maintenance and support into Renewables and Subsea &
De-commissioning Services. The main business lines within Defence are
Submarine Rescue, Defence Diving, Special Forces Vehicles, Submarine
Platforms, and Commercial Diving and Hyperbaric Systems. The Maritime
Transport Division comprise the Tankship business, Cattedown Wharves and
Fendercare.
The Board assesses the performance of the segments based on underlying
operating profit, underlying operating margin and return on capital employed.
It considers that this information is the most relevant in evaluating the
performance of its segments relative to other entities which operate in
similar markets. Inter-segmental sales are made using prices determined on an
arm's length basis. Sector assets exclude cash and cash equivalents,
retirement benefit surpluses and corporate assets that cannot reasonably be
allocated to operating segments. Sector liabilities exclude borrowings,
retirement benefit obligations and corporate liabilities that cannot
reasonably be allocated to operating segments.
Year ended 31 December 2024 Energy Defence Maritime Transport Corporate Continuing
£m £m £m £m operations total
£m
Segmental revenue 207.7 80.1 150.1 - 437.9
Inter-segmental sales (0.2) - - - (0.2)
Revenue 207.5 80.1 150.1 - 437.7
Share of post-tax results of joint ventures and associates 0.1 1.5 1.0 - 2.6
Underlying operating profit/(loss) 24.8 1.9 15.1 (12.3) 29.5
Adjusting items (Note 2.1) 50.0 0.1 2.1 (8.6) 43.6
Operating profit/(loss) 74.8 2.0 17.2 (20.9) 73.1
Investment income 2.8
Finance expense (21.2)
Net unrealised foreign exchange on lease liabilities (0.7)
Profit before taxation 54.0
Tax expense (7.6)
Profit for the year 46.4
Assets and liabilities
Segmental assets 185.3 81.9 132.0 106.2 505.4
Investment in joint ventures and associates 1.8 4.1 - - 5.9
Total assets 187.1 86.0 132.0 106.2 511.3
Segmental liabilities (64.3) (30.4) (66.4) (159.9) (321.0)
Net assets/(liabilities) 122.8 55.6 65.6 (53.7) 190.3
Other segmental information
Capital expenditure* 16.2 9.0 19.0 0.7 44.9
Depreciation and amortisation 13.9 5.1 21.3 0.2 40.5
* Capital expenditure relates to additions within other intangible assets,
property, plant and equipment and right-of-use assets.
Year ended 31 December 2023 Energy Defence Maritime Transport Corporate Continuing
£m £m £m £m operations total
£m
Segmental revenue 266.5 72.6 157.2 - 496.3
Inter-segmental sales - (0.1) - - (0.1)
Revenue 266.5 72.5 157.2 - 496.2
Share of post-tax results of joint ventures and associates 0.1 0.4 0.9 - 1.4
Underlying operating profit/(loss) 15.7 1.5 23.3 (10.9) 29.6
Adjusting items (Note 2.1) (6.2) (25.2) (1.6) (15.2) (48.2)
Operating profit/(loss) 9.5 (23.7) 21.7 (26.1) (18.6)
Investment income 3.2
Finance expense (24.5)
Loss before taxation (39.9)
Tax expense (11.0)
Loss for the year (50.9)
Assets and liabilities
Segmental assets 226.8 80.0 154.5 88.5 549.8
Investment in joint ventures and associates 2.6 3.3 2.5 - 8.4
Total assets 229.4 83.3 157.0 88.5 558.2
Segmental liabilities (72.8) (31.7) (73.2) (231.9) (409.6)
Net assets/(liabilities) 156.6 51.6 83.8 (143.4) 148.6
Other segmental information
Capital expenditure* 28.7 6.3 27.9 0.1 63.0
Depreciation and amortisation 17.4 4.2 19.3 0.4 41.3
* Capital expenditure relates to additions within other intangible assets,
property, plant and equipment and right-of-use assets.
4. Investment income and financing costs
2024 2023
£m £m
Interest receivable on short-term deposits 2.3 2.9
Interest receivable from joint ventures 0.2 -
Net interest receivable on pension obligations 0.3 0.3
Investment income 2.8 3.2
Interest payable on bank loans and overdrafts (13.6) (15.8)
Loan arrangement and other financing fees (2.5) (4.4)
Re-measurement of borrowings (0.8) -
Interest payable on lease liabilities (4.3) (4.0)
Other - (0.3)
Total finance expense (21.2) (24.5)
Net finance expense excluding foreign exchange (18.4) (21.3)
Net unrealised foreign exchange on lease liabilities (0.7) -
Net finance expense (19.1) (21.3)
5. Taxation
The tax charge is based on profit for the year and comprises:
Continuing operations 2024 2023(1)
£m £m
Profit/(loss) before taxation 54.0 (39.9)
Tax arising from interests in joint ventures 0.2 0.2
54.2 (39.7)
Tax (charge)/credit at 25.0% (2023: 23.5%) (13.6) 9.3
Effects of:
Tonnage tax expense on vessel activities 1.3 1.5
Expenses not deductible for tax purposes (27.5) (7.7)
Adjustments in respect of prior years 2.2 (0.1)
Overseas tax rates (0.1) (1.7)
Irrecoverable withholding tax (0.9) (0.9)
Share of profits of joint ventures and associates 0.5 0.3
Non-taxable income 37.4 -
Impact of change of rate - 1.0
De-recognition of previously recognised prior year losses (1.4) (4.7)
Losses and other temporary differences not recognised (5.6) (8.8)
Tax expense(2) (7.7) (11.2)
(1) During the year, the Directors agreed to change the presentation of the
reconciliation of the effective tax rate in order to provide the reader with
supplemental data. As a result, (£0.9m) of irrecoverable withholding tax
and (£0.5m) of profits of joint ventures and associates have been separately
disclosed. Historically, these reconciling items have been included within the
reconciliation in the Overseas tax rates line. There is no impact to the
overall tax reconciliation as a result of these changes.
(2) Total tax expense comprises tax expense from continuing operations of
£7.6m (2023: 11.0m) and tax expense recognised on share of profits from joint
ventures and associates of £0.2m (2023: £0.2m).
6. Discontinued operations
On 6 March 2023, the Group announced that the entire share capital of James
Fisher Nuclear Holdings Limited and related properties (JFN) was sold to
Myneration Limited, a wholly-owned investment vehicle of Rcapital Partners LLP
for consideration of £3. The Group has retained certain Parent Company
guarantees which historically were given to support the obligations of JFN.
No businesses have been presented as discontinued in 2024.
Discontinued operations 2023
£m
Revenue 6.8
Inter-segmental sales (0.1)
6.7
Expenses (17.1)
Loss before taxation (10.4)
Tax expense (1.0)
Loss for the year from discontinued operations (11.4)
Attributable to:
Owners of the Company (11.4)
Non-controlling interests -
(11.4)
Cash flows used in discontinued operations 2023
£m
Net cash from operating activities (0.4)
Net cash from investing activities -
Net cash from financing activities -
Net cash flows for the year (0.4)
7. Dividends paid and proposed
There were no dividends paid or proposed in either 2024 or 2023.
8. Earnings per share
Basic earnings per share is calculated by dividing the profit/(loss)
attributable to shareholders by the weighted average number of ordinary shares
in issue during the year, after excluding 44,760 (2023: 12,519) ordinary
shares held by the James Fisher and Sons plc Employee Share Ownership Trust
(ESOT) as treasury shares. Diluted earnings per share are calculated by
dividing the profit/(loss) attributable to shareholders by the weighted
average number of ordinary shares that would be issued on conversion of all
the dilutive potential ordinary shares (options) into ordinary shares.
At 31 December 2023, 2,649,876 options were excluded from the diluted weighted
average number of ordinary shares calculation as their effect would be
anti-dilutive. The average market value of the Company's shares for purposes
of calculating the dilutive effect of share options was based on quoted market
prices for the period during which the options were outstanding.
The calculation of the basic and diluted earnings per share is based on the
following data:
2024 2023
£m £m
Profit/(loss) after tax attributable to shareholders 46.3 (62.4)
Weighted average number of shares
2024 2023
Number of Number of
shares shares
Basic weighted average number of shares 50,364,912 50,358,388
Potential exercise of options 1,275,449 -
Diluted weighted average number of shares 51,640,361 50,358,388
Earnings per share pence pence
Basic earnings per share 92.0 (123.9)
Diluted earnings per share 89.7 (123.9)
Earnings per share - continuing operations pence pence
Basic earnings per share 92.0 (101.2)
Diluted earnings per share 89.7 (101.2)
Earnings per share - discontinued operations pence pence
Basic and diluted earnings per share - (22.7)
9. Goodwill
Movements during the year in the Group's goodwill are set out below:
Year ended 31 December
2024 2023
£m £m
At 1 January 78.3 116.3
Impairment (3.2) (28.0)
Disposals (8.4) -
Re-classification to assets held for sale - (7.6)
Foreign exchange differences (2.2) (2.4)
At period end 64.5 78.3
During the year, the Group impaired Inspection, Repair and Maintenance's
goodwill by £3.2m to zero as a result of an adverse performance against
budget following vessel downtime, which is a potential risk that has been
incorporated into the future cashflows.
At 31 December 2023, the Group impaired JFD's goodwill by £25m after
factoring impact from delayed projects and considering management's decision
not to pursue certain opportunities. A further £3m impairment was recognised
in relation to three other cash generating units.
10. Assets and liabilities held for sale
At 31 December 2024 two joint ventures within the Maritime Transport Division,
with fair value less costs to sell assessed at £0.5m, were classified as held
for sale. The sale was subsequently agreed on 28 February 2025 and is due to
complete during H1 2025.
At 31 December 2023 the following assets and liabilities were classified as
held for sale:
§ £12.3m assets and £0.7m liabilities related to the Martek business;
§ a vessel with net book value £0.6m in the Maritime Transport Division;
§ £1.1m of property in the Energy Division; and
§ a vessel with net book value of £0.7m in the Energy Division.
All assets and liabilities held for sale at 31 December 2023 were disposed of
in 2024 with a net gain of £0.7m recognised within profit on disposal of
businesses for Martek and £0.8m recognised within administrative expenses for
the remaining assets.
11. Reconciliation of net borrowings
For the purpose of the cash flow statement and net borrowings, cash and cash
equivalents comprise:
2024 2023
£m £m
Cash at bank and in hand 86.2 77.5
Cash and cash equivalents in the Consolidated statement of financial position 86.2 77.5
Bank overdrafts (62.4) (51.1)
Cash and cash equivalents in the Consolidated cash flow statement 23.8 26.4
Net borrowings comprise interest-bearing loans and borrowings less cash and
cash equivalents.
31 Cash flow Other Transfers** Foreign 31
December £m non- £m exchange December
2023 cash* differences 2024
£m £m £m £m
Cash and cash equivalents including bank overdrafts (see above) 26.4 (2.6) - 0.4 (0.4) 23.8
Cash included within assets held for sale 0.4 - - (0.4) - -
Total cash and cash equivalents 26.8 (2.6) - - (0.4) 23.8
Debt due after one year (166.7) 90.0 (0.7) - - (77.4)
Total debt (166.7) 90.0 (0.7) - - (77.4)
Lease liabilities due within one year (13.0) 21.0 (8.0) (16.5) - (16.5)
Lease liabilities due after one year (48.2) - (8.2) 17.5 1.0 (37.9)
Total lease liabilities (61.2) 21.0 (16.2) 1.0 1.0 (54.4)
Net borrowings (201.1) 108.4 (16.9) 1.0 0.6 (108.0)
31 Cash flow Other Transfers** Foreign 31
December £m non- £m exchange December
2022 cash* differences 2023
£m £m £m £m
Cash and cash equivalents including bank overdrafts (see above) 22.8 5.7 - (0.4) (1.7) 26.4
Cash and cash equivalents included within assets held for sale 2.8 - - (2.4) - 0.4
Total cash and cash equivalents 25.6 5.7 - (2.8) (1.7) 26.8
Debt due within one year (36.6) 36.6 - - - -
Debt due after one year (121.9) (43.0) (1.8) - - (166.7)
Total debt (158.5) (6.4) (1.8) - - (166.7)
Lease liabilities due within one year (13.2) 18.1 (4.9) (13.0) - (13.0)
Lease liabilities due after one year (39.7) - (24.0) 13.0 2.5 (48.2)
Total lease liabilities (52.9) 18.1 (28.9) - 2.5 (61.2)
Net borrowings (185.8) 17.4 (30.7) (2.8) 0.8 (201.1)
* Other non-cash includes lease additions and finance expense related
to the unwind of discount on right-of-use lease liability and amortisation of
financing fees.
** Transfers include the re-classification of £0.4m in respect of cash
disposed of from assets held for sale (2023: £2.8m) and £1.0m of lease
liabilities disposed of as part of the RMSpumptools disposal (2023: £nil). In
2023, transfers also included £0.4m cash and cash equivalent balances
re-classified from cash and cash equivalents to assets held for sale.
12. Provisions
Cost of material Warranty Other Total
litigation £m £m £m
£m
At 1 January 2023 2.0 2.4 2.3 6.7
Provided during the year - (0.2) 7.2 7.0
At 31 December 2023 2.0 2.2 9.5 13.7
Provided during the year 1.9 0.9 2.9 5.7
Utilised during the year - (1.7) (4.2) (5.9)
Re-classified to other payables - - (3.0) (3.0)
Released during the year (1.7) (0.1) (0.2) (2.0)
At 31 December 2024 2.2 1.3 5.0 8.5
2024 2023
£m £m
Current 8.0 9.4
Non-current 0.5 4.3
8.5 13.7
Cost of material litigation consists of a provision associated with a
historical joint venture. The Group successfully settled the matter during the
year at a favourable value, resulting in a £1.7m release, which has been
included within adjusting items. The agreed settlement of £0.3m is expected
to be paid in the following financial year. Also included within Cost of
material litigation are provisions associated with a £6.5m contractual
dispute for which £1.9m was provided for in the year based on the contractual
liability limit. The litigation is at its early stage only and no specific
timing for a court decision has been discussed or agreed yet.
Provisions in respect of warranties are based on management's assessment of
the previous history of claims, expenses incurred and an estimate of future
obligations on goods and services supplied where a warranty has been provided
to the customer.
Included within Other provisions in the prior year is £6.4m in relation to
James Fisher Nuclear Limited Parent Company guarantees. Following the sale of
the entire issued share capital of James Fisher Nuclear Holdings Limited and
related properties (JFN) on 6 March 2023, a limited number of performance
guarantees covering an event of default by JFN in performing its contractual
duties and obligations remained with the Group. JFN subsequently entered
administration on 9 August 2023. On 29 August 2024, this claim was settled for
£6.4m and £3.4m of the provision has been utilised, with the balance
re-classified to other payables.
Within the Defence Division, some international customers require defence
contractors to comply with their industrial co-operation regulations, often
referred to as offset requirements. The intention of offset requirements is to
enhance the social and economic environment of the foreign country by
requiring the contractor to promote investment in the country. The offset
requirements can be satisfied through purchasing supplies and services from
in-country vendors, providing financial support for in-country projects,
establishment of joint ventures with local companies (direct investment) and
establishing facilities for in-country operations. It can also involve
technology and technical knowledge transfer. In the event contractors fail to
perform in accordance with offset requirements, penalties may arise unless a
negotiated position can be reached with the respective authorities. Offset
obligations are calculated based on regulations, normally a fixed percentage
of the revenue contract value. Similarly, penalties are calculated on standard
methodology, normally a fixed percentage of the unfulfilled offset obligation.
Offset contractual compliance is monitored separately from the revenue
contract counterparty.
As at 31 December 2024, a provision of £3.0m (2023: £3.1m) has been
recognised in regard to offset agreement penalties. Additional penalties which
could be incurred if the offset obligation is not delivered, excluding those
already provided, is estimated to be £1.2m, however contract time extensions
have been requested and plans are in place to mitigate the penalty risk as far
as possible. The liability is expected to be settled within the next year
(2023: one to two years). The remaining contractual offset obligation at 31
December 2024 is £20.6m (2023: £22.0m).
13. Retirement benefit obligations
The Group defined benefit pension scheme obligations relate to the James
Fisher and Sons plc Pension Fund for Shore Staff (Shore staff), the Merchant
Navy Officers Pension Fund (MNOPF) and the Merchant Navy Ratings Pension Fund
(MNRPF) which are regulated under UK pension legislation. The financial
statements incorporate the latest full actuarial valuations of the schemes
which have been updated to 31 December 2024 by qualified actuaries using
assumptions set out in the table below. These defined benefit schemes expose
the Group to actuarial risks, such as longevity risk, currency risk, interest
rate risk and market (investment) risk. In addition, by participating in
certain multi-employer industry schemes, the Group can be exposed to a
pro-rata share of the credit risk of other participating employers. There are
no plans to withdraw from the MNOPF or MNRPF schemes in the foreseeable
future.
Movements during the period in the Group's defined benefit pension schemes are
set out below:
Year ended 31 December
2024 2023
£m £m
Net surplus as at 1 January 5.8 5.1
Expense recognised in the income statement (0.6) (2.4)
Contributions paid to schemes 1.9 1.5
Re-measurement gains 0.1 1.6
Net surplus at period end 7.2 5.8
The Group's net surplus/(deficit) in respect of its pension schemes were as
follows:
Year ended 31 December
2024 2023
£m £m
Shore staff 9.1 7.4
MNOPF - -
MNRPF (1.9) (1.6)
7.2 5.8
14. Commitments and contingencies
14.1. Capital commitments
At 31 December 2024, capital commitments for which no provision has been made
in these accounts amounted to £10.6m (2023: £16.4m).
14.2. Contingent liabilities
a) In the ordinary course of the Company's business, counter indemnities
have been given to banks in respect of custom bonds, foreign exchange
commitments and bank guarantees.
b) Subsidiaries of the Group have issued performance and payment
guarantees to third parties with a total value of £25.2m (2023: £27.1m).
c) The Group is liable for further contributions in the future to the
MNOPF and MNRPF if additional actuarial deficits arise or if other employers
liable for contributions are not able to pay their share.
d) The Company and its subsidiaries may be parties to legal proceedings
and claims, which arise in the ordinary course of business and can be material
in value. Disclosure of contingent liabilities or appropriate provision has
been made in these accounts where, in the opinion of the Directors,
liabilities may materialise.
e) The Group operates and has overseas investments in multinational and
less developed markets which presents increased operational and financial risk
in complying with regulation and legislation and where local practices in
those markets may be inconsistent with laws and regulations that govern the
Group. Given this risk, from time to time matters are raised and investigated
regarding potential non-compliance with the legal and regulatory framework
applicable to the Group. Any regulatory breaches arising could give rise to
civil and/or criminal fines and penalties, and/or other non-monetary penalties
and compliance requirements. In preparing the financial statements, judgements
and estimates were required to be made in respect of such potential regulatory
matters. The Directors' judgement, relying on the findings of an independent
audit as well as the Group's own investigations, is that the likelihood of
adverse findings against the Group in respect of such matters is not probable
albeit possible, and no provision has been included in the financial
statements.
There are no other significant provisions and no individually significant
contingent liabilities that required specific disclosure.
In the normal course of business certain subsidiaries have given Parental and
subsidiary guarantees in support of loan and banking arrangements and the
following:
§ The Company has issued a guarantee to charter parties in respect of
obligations of a subsidiary, James Fisher Everard Limited, in respect of
charters relating to nine vessels. The charters expire between 2025 and 2033.
§ The Company has given an unlimited performance guarantee to the Singapore Navy
in the event of default by First Response Marine Pte Ltd (its Singapore joint
venture), in providing submarine rescue and related services under its
contract.
§ The Company has issued a guarantee over the build of four new vessels in James
Fisher Everard Limited.
During the current and prior year, no amounts have been recognised in relation
to these guarantees.
15. Post balance sheet events
The Group obtained credit approval for a £12.5m General Export Facility (GEF)
in March 2025 (subject to finalising legal documentation), comprising a £7.0m
working capital facility and a £5.5m guarantee line for one year and five
years respectively. The GEF is 80% guaranteed by the UK Government Export
Finance agency scheme (UKEF) and provided through one of our current lenders.
The new bank facility provides increased liquidity and bank guarantee capacity
to support the growth trajectory of the Defence Division.
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