REG - Fisher (James) - Half Year Results
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RNS Number : 4949Y Fisher (James) & Sons plc 09 September 2025
9 September 2025
James Fisher and Sons plc
("James Fisher", "the Group", "the Company")
Half-year results for the six months ended 30 June 2025
Solid first half performance; turnaround driving structural improvement in
returns and positioning the Group for growth
James Fisher and Sons plc (FSJ:L), the leading marine service provider,
announces its results for the six months ended 30 June 2025 ("1H 2025", "the
period").
1H 2025 financial performance
§ Revenue of £191.9m similar to 1H 2024 on a like-for-like basis (excluding
disposals), down 13.4% on a reported basis
§ Underlying operating profit (UOP) up 14.4% to £11.1m on a like-for-like basis
after adjusting for the impact of disposals, the operating margin increasing
by 80 bps to 5.8%; with unadjusted UOP down 33.9%
§ Underlying profit before tax increased by 4.7% to £4.5m, supported by a
significant reduction in net interest costs
§ Operating profit down 12.7% to £4.8m after adjusting for the impact of
disposals, down 62.2% on a reported basis
§ Net debt - covenant basis at £72.1m, Net Debt: EBITDA of 1.6x, slightly above
our target range reflecting front loaded investment for future growth
§ 20 bps improvement in Return on capital employed ("ROCE") on a like-for-like
basis to 5.1%
Underlying results(1) Reported results
Six months ended 30 June Six months ended 30 June
2025 2024 Change 2025 2024 Change
Revenue (£m) 191.9 221.5 (13.4%) 191.9 221.5 (13.4%)
Operating profit (£m) 11.1 16.8 (33.9%) 4.8 12.7 (62.2%)
Profit before tax (£m) 4.5 4.3 4.7% 1.4 0.2 600.0%
Profit/(loss) for the period (£m) 0.4 3.0 (86.7%) (2.4) (1.0) (140.0%)
Operating margin 5.8% 7.6% (180 bps) 2.5% 5.7% (320 bps)
Return on capital employed 4.8% 7.5% (270 bps) n/a n/a n/a
Net debt - covenant basis(2) 72.1 144.8 (50.2%) n/a n/a n/a
Excl. disposals(3)
Revenue (£m) 191.9 193.1 (0.6%) 191.9 193.1 (0.6%)
Operating profit (£m) 11.1 9.7 14.4% 4.8 5.5 (12.7%)
Operating margin 5.8% 5.0% 80 bps 2.5% 2.8% (30 bps)
Return on capital employed 5.1% 4.9% 20 bps n/a n/a n/a
(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 International
Financial Reporting Standards ("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 condensed
consolidated financial statements.
(2) Net debt - covenant basis includes guarantees and collateral deposits
amounting to £8.8m.
(3) Revenue and operating profit/margin excluding disposals are after the
impact of RMSpumptools and Martek. RMSpumptools was disposed of on 8 July 2024
and contributed £nil in revenue (1H 2024: £22.8m) and £nil in operating
profit (1H 2024: £6.7m). Martek was disposed of on 6 September 2024 and
contributed £nil in revenue (1H 2024: £5.6m) and £nil in operating profit
(1H 2024: £0.4m).
Strategic progress and outlook
§ Entered the period with a strengthened financial position enabling further
progress of turnaround strategy, with further structural improvements
delivering increases in like-for-like underlying operating margins and return
on capital employed
§ Largely supportive markets, with good performance in Energy Services and
Maritime Transport Tankships
§ Early signs of recovery in Defence reflected in the division's strengthened
order book to £315.1m at the end of June 2025, up 45.2% year-on-year
§ Targeted investment in product and geographic expansion in key growth
sub-segments within Energy and Defence
§ Actions progressing to generate continued margin improvement, focused on
self-help initiatives, improving underperforming businesses and enhanced
supply chain efficiency
§ Delivering on our 2025 Group strategic priorities, with continued focus on
safety
§ Trading to the end of August is in line with management's expectations.
Notwithstanding growing short-term macro-economic uncertainty in the energy
market; the outlook for the full year remains unchanged
Jean Vernet, Chief Executive Officer, commented: "We have delivered a solid
first half performance in 2025, with further structural improvements moving us
closer to our financial targets and selective investment unlocking the next
chapter of growth aligned to our strategic priorities.
"The market backdrop has remained largely supportive, although we are cautious
given growing macro-economic uncertainties that could impact the energy market
in the short-term. The second half of this year will see continued focus on
our turnaround priorities, building on what we have achieved so far, while
positioning the Group for growth.
"With performance weighted to the second half, trading is in line with
management expectations and the outlook for full year remains unchanged."
Results presentation: A webcast presentation for investors and analysts will
be held on 9 September 2025 at 09:00 am (UK time). The presentation will 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.
For further information:
James Fisher & Sons plc 020 7614 9503
Jean Vernet, Chief Executive Officer
Karen Hayzen-Smith, Chief Financial Officer
Alma Strategic Communications 020 3405 0205
Justine James jamesfisher@almastrategic.com (mailto:jamesfisher@almastrategic.com)
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
Solid progress in the first half, with the positive impact of our turnaround
strategy and the Group positioning for growth
I am encouraged to report another period of solid trading and continued
strategic progress in the James Fisher turnaround. We are delivering
consistently through our principles of 'focus, simplify and deliver', with
improved synergies being achieved through the 'One James Fisher' ("OJF")
model.
With a strengthened financial position and simplified portfolio, we are now a
leaner, more agile Group, better able to achieve efficiencies and synergies
with a more coherent portfolio. From this platform we are increasingly focused
on delivering on the next chapter of our turnaround and positioning the Group
for growth.
Market conditions have remained largely supportive in most of our key end
markets including Energy, which has continued to experience demand in Well
Services and Renewables through our Bubble Curtain offering. We also
experienced growing demand for our Decommissioning products and services,
alongside higher levels of activity in South America, while Inspection, Repair
and Maintenance ("IRM") activity was slower than anticipated. In Defence, the
outlook is positive as our order book continues to grow, and we secured some
early successes, including a new long-term contract for special operations
vehicles, and geographical wins across Asia, Europe and the US. Maritime
Transport Tankships' performance was steady, underpinned by high utilisation
across the fleet, while Fendercare continued to be impacted by lower LNG
ship-to-ship activity. This product line has launched specific programmes to
improve financial performance driving customer excellence and innovation.
In the period, we are seeing encouraging progress made across our priorities,
with the deployment of our technology innovation practice across all three
divisions and some early examples of new products brought to market.
People are our key differentiator, and we continue to invest in our strategy
to attract and retain key talent. We are steadily building the new foundations
of our enhanced performance management processes, competitive rewards project
and improved data framework. This year, we are launching our new leadership
framework that will see nearly 400 current and aspiring leaders complete this
two-year programme. These initiatives contribute to building a strong pipeline
of talent who will lead our strategic growth.
Delivering a solid financial performance
Conditions in our key end markets remained largely supportive through the
first half of 2025, despite growing macro-economic uncertainties. This,
alongside our focus on business improvement, has enabled the Group to deliver
a solid performance with encouraging operating profit growth from largely
steady revenue after adjusting for the impact of disposals. The Group remains
focused on increasing efficiency while reducing costs; with further benefits
to be delivered through executing supply chain efficiencies, self-help, and
turning around underperforming businesses, we are starting to see early signs
of progress in this area.
Covenant leverage at the half year was 1.6x, slightly above our target range
of 1.0-1.5x, reflecting additional investment in Energy and Defence in our key
growth sub-segments.
Energy
The Energy Division provides safe, sustainable technologies and services
across two core markets: Energy Services and Renewables.
The Division delivered £85.8m in revenue 1H 2025, 1.8% lower than 1H 2024
after adjusting for disposed businesses, and a 16.9% increase in underlying
operating profit to £9.7m.
1H 2025 operational highlights
§ Continued to embed the Energy Division's reorganisation to align with our
markets and customer requirements; Energy Services (O&G) and Renewables
(Offshore Wind-OFW)
§ Successful completion of the major port infrastructure contract in Mozambique
(Total Energies' LNG project near Afungi)
§ Further progress in the turnaround of underperforming businesses, most notably
in Decommissioning, which turned around prior years' losses into profit
§ Extended Decommissioning offering into OFW, initially with the development of
the world's first mono pile removal system in partnership with a major OFW
developer
§ Achieved strong market share of the noise attenuation (Bubble Curtain)
business in the USA and Asia OFW markets
Defence
The Defence Division provides underwater mobility solutions, life support and
rescue capabilities across the defence and commercial diving markets.
The Division delivered a 3.0% increase in revenue to £37.6m in 1H 2025, and
an improvement in underlying operating profit to £0.7m.
1H 2025 operational highlights
§ Core service activity remained strong, with long term contracts secured in
defence diving and submarine solutions across the UK, the US and Asia. This
includes a large contract award with submarine platforms, an important
strategic win and a large contract award with UK Ministry of Defence (MoD)
§ Strategic collaboration agreement with Saab reached for the Swedish and
international markets
§ Geographic expansion focus including the launch of James Fisher Japan in 1H
2025, and entry into a US Special Security Agreement
§ In the US, awarded Foreign Comparative Testing contract tasks for Carrier Seal
tactical diving vehicle and secured an important combat diving rebreather
order, as part of a five-year replacement programme
§ New product development investment in Tactical Diving Vehicles, submarine
capabilities and the next generation multi-role rebreather
§ Agreed a £12.5m General Export Facility in April 2025 to support growth
opportunities
With a steadily growing order book, we expect to see positive momentum through
order intake buildup in the second half of the year. The order book stood at
£315.1m as of 30 June 2025, a 45.2% increase year-on-year.
Maritime Transport
Maritime Transport is a leading provider of targeted coastal shipping and
global oil and natural gas ship-to-ship ("STS") transfer services.
Performance was mixed, with overall revenue at £68.5m, an 8.4% decrease from
the prior year due to the sale of Martek on 6 September 2024. Underlying
operating profit decreased 15.9% to £6.9m.
1H 2025 operational highlights
§ Tankships performance underpinned by high utilisation across the fleet
§ Fleet modernisation and replacement programme remains on track, with four new
sub-intermediate tankers scheduled for delivery in 2026 - 2027
§ Despite strong activity in Brazil, Fendercare was impacted by LNG ship-to-ship
activity
Fendercare has successfully established a new base in Uruguay and is expecting
to begin operations shortly, further expanding the business's presence in
Latin America. The product line is rolling out key programmes aimed at
improving financial results and advancing customer excellence and innovation.
Delivering on the next chapter of our turnaround
2025 marks the start of the next chapter of our business turnaround to
position the Group for growth. In the first half, the Group made several
targeted investments to drive future growth, whilst continuing to drive the
initiatives supporting our medium-term financial target of 10% UOP and 15%
ROCE. The path to these targets is through a combination of further self-help
initiatives, improved business unit performance, supply chain integration and
revenue recovery in the Defence Division.
As we enter the next chapter of our turnaround, we set out our priorities for
2025:
Priority How we measure it 1H 2025 Progress
Exceptional Safety - remains our number one priority Total recordable case frequency(1) no greater than 1.6 (30% reduction from Work in progress
2024)
Customer Excellence - places customers at the heart of our strategy Progress towards delivering 10% UOP margin(2) and 15% ROCE target(2) - growth On track
- central to our business model, reflecting our long tradition of bringing consistently ahead of underlying markets
novel 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 > 3.95/5 On track
New Product Development - drives innovation and develops a pipeline of unique Disciplined capital allocation of investment in the business of £30-35m per On track
product offerings annum
Progress towards 15% vitality target(3)
Strong Supply Chain - accelerates the integration of our supplier base and Progress towards delivering 10% UOP margin target On track
enhances efficiency and productivity
(1)Total recordable case frequency refers to the number of total reportable
cases occurring in the workplace per 1 million man hours worked.
(2)Underpinned by revenue growth.
(3)Vitality Index - revenue generated by the technology introduced in the last
5 Years as a percentage of the total revenue.
Positioning the business for growth
Our three pillars to position the Group for growth are: 'Aligned Strategic
Markets', 'People and Capabilities', and 'Innovation and Technology':
Pillar What we said Progress made
Aligned strategic markets Operating in the Global Energy and Defence markets, our capabilities are OJF approach to geographic expansion with new centres in: Japan and Australia
tailored to long term structural growth trends, including energy transition
investment and increasing Defence budgets to manage security threats.
JFD in North America, which provides special security status
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 cash generator to support our growth areas in Energy and Uruguay base to support Latin America Fendercare activities
Defence.
Guyana Energy Services
People and capabilities We have deep expertise and unique capabilities which can be deployed around Performance management framework, rewards project and data improvement under
the world to provide our customers with tailored solutions. way
We know how to deploy efficiently and operate safely in complex and hazardous Leadership development programme launching in 2025
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 Delivered across Defence, Energy and also Maritime Transport resulting in
a competitive edge across a broad range of ecosystems. early wins (expected in 2026)
We have an evolving product and solutions roadmap driven by growing markets
and macrotrends e.g. security, autonomy, electrification.
As a technology leader, we have the ability to partner with industry, our
customers and academia to deliver innovation and new technologies with
agility.
Outlook
We are encouraged by our continued strategic progress in the first half and
focus on delivering the next stage of our turnaround to position the Group for
growth. Innovation forms a key part of our growth plans and we made great
strides in the first half with new product development for which early
engagement from customers is encouraging. We will continue to invest in those
growth areas where we have the greatest opportunity to differentiate ourselves
and accelerate our offering to customers - mostly within Energy and Defence
verticals.
The market backdrop remains largely supportive, although we remain cautious
given growing macro-economic uncertainties that could impact the energy market
in the short term. Nevertheless, the second half has started well with trading
to date in line with management's expectations supporting a typical second
half weighting. With a continued focus on cost discipline, continued self-help
initiatives, driving efficiencies and effectiveness, and on our strategic
priorities, the Board remains confident of delivering further progress this
year and our outlook for the year remains unchanged.
Jean Vernet
Chief Executive Officer
A summary of the Group's performance is set out below.
Underlying results(1) Reported results
Six months ended 30 June Six months ended 30 June
2025 2024 Change 2025 2024 Change
Revenue (£m) 191.9 221.5 (13.4%) 191.9 221.5 (13.4%)
Operating profit (£m) 11.1 16.8 (33.9%) 4.8 12.7 (62.2%)
Profit before tax (£m) 4.5 4.3 4.7% 1.4 0.2 600.0%
Profit/(loss) for the period (£m) 0.4 3.0 (86.7%) (2.4) (1.0) (140.0%)
Operating margin 5.8% 7.6% (180 bps) 2.5% 5.7% (320 bps)
Return on capital employed 4.8% 7.5% (270 bps) n/a n/a n/a
Net debt - covenant basis(2) 72.1 144.8 (50.2%) n/a n/a n/a
Excl. disposals(3)
Revenue (£m) 191.9 193.1 (0.6%) 191.9 193.1 (0.6%)
Operating profit (£m) 11.1 9.7 14.4% 4.8 5.5 (12.7%)
Operating margin 5.8% 5.0% 80 bps 2.5% 2.8% (30 bps)
Return on capital employed 5.1% 4.9% 20 bps n/a n/a n/a
( )
(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 condensed consolidated financial statements.
(2) Net debt - covenant basis includes guarantees and collateral deposits
amounting to £8.8m.
(3) Revenue and operating profit/margin excluding disposals are after the
impact of RMSpumptools and Martek. RMSpumptools was disposed of on 8 July 2024
and contributed £nil in revenue (1H 2024: £22.8m) and £nil in operating
profit (1H 2024: £6.7m). Martek was disposed of on 6 September 2024 and
contributed £nil in revenue (1H 2024: £5.6m) and £nil in operating profit
(1H 2024: £0.4m).
Reported results
The Group generated revenue of £191.9m in 1H 2025, a decrease of 13.4%
compared to £221.5m in 1H 2024 largely due to the impact from businesses
exited in 2024. Excluding the impact of business disposals, overall revenue
was steady.
Within the Energy Division, Energy Services revenue growth was driven by
continued demand in Well Services and Renewables through our Bubble Curtains
offering and increased demand for decommissioning services, up 15.0% to
£11.7m and higher levels of diving operations in the South American region.
This was offset by decline in revenue in IRM of 12.9% to £22.8m due to lower
levels of activity, in particular in Africa and the Middle East with £6.8m
lower revenue from our contract in Mozambique coming to an end during 1Q 2025.
The Defence Division delivered a 3.0% increase in revenue to £37.6m from 1H
2024. This growth was driven primarily by a new long-term special operations
vehicle contract awarded in 4Q 2024. While submarine rescue revenue was down
due to the timing of exercise schedules, core service activity remained strong
and commercial diving revenues were steady.
In Maritime Transport, overall revenue down by 8.4% to £68.5m largely due to
the impact from disposed businesses. Tankships, including Cattedown, delivered
strong performance in the first half of 2025, with revenue up 5.9%, supported
by firm contracted rates and consistently high fleet utilisation (90%, in line
with 1H 2024). Cattedown's performance was supported by steady petroleum and
dry cargo volumes. The Tankships fleet renewal programme remains on track,
with four new sub-intermediate tankers scheduled for delivery in 2026 - 2027
as planned.
JF Fendercare's revenue declined by £8.7m, driven by a £5.6m impact from
Martek and reduced ship-to-ship activity. While performance across several
regions remained subdued, the Brazilian operation demonstrated notable
resilience. This was underpinned by a favourable customer mix, which helped
mitigate the effect of elevated vessel costs.
Reported operating profit was £4.8m and a decrease compared to 1H 2024 of
£12.7m mainly due to the impact from disposed businesses.
Reported profit before tax reflected the benefit from lower net finance
expenses following the deleveraging activities that were undertaken in 2H
2024. This resulted in an increase of £1.2m reported profit before tax
compared to 1H 2024.
Reported loss per share was 4.8 pence compared to a loss of 1.7 pence in 1H
2024 reflecting the impact from exclusion of disposed non-core businesses and
higher tax charge.
Underlying operating results
Six months ended
30 June
Reconciliation of underlying operating profit to operating profit 2025 2024
£m £m
Underlying operating profit 11.1 16.8
Impairment charges (0.8) -
Re-financing costs - (2.5)
Restructuring costs (2.4) (0.4)
Costs associated with disposal of businesses and assets (1.2) (0.5)
Other (1.9) (0.7)
Operating profit 4.8 12.7
Excluding disposed businesses, underlying operating profit increased by 14.4%,
rising from £9.7m in 1H 2024 to £11.1m in 1H 2025. The improvement reflects
the Group's execution of margin improvement initiatives, which are starting to
show benefits from the turnaround of businesses and from supply chain
efficiencies.
The Energy and Defence Divisions delivered growth in underlying operating
profit excluding disposed businesses, whereas the Maritime Transport Division
saw declines.
Excluding the impact of disposals, the Group's overall underlying operating
profit margin improved by 80 bps, from 5.0% in 1H 2024 to 5.8% in 1H 2025. The
improvement was supported in particular by better business performance,
self-help initiatives, and supply chain-related efficiencies.
During the period, £1.2m was incurred in non-recurring costs related to
previously disposed businesses, primarily comprising legal and professional
fees.
Reported operating profit excluding disposed businesses decreased to £4.8m
from £5.5m profit. This was driven by a £2.2m increase in non-underlying
costs, primarily related to restructuring expenses and one-off legal and
professional fees.
Summary of underlying operating results
Revenue Underlying operating profit/(loss)(1)
Six months ended Six months ended
30 June 30 June
2025 2024 Change 2025 2024 Change
£m £m % £m £m %
Energy 85.8 110.2 (22.1%) 9.7 15.0 (35.3%)
Defence 37.6 36.5 3.0% 0.7 (0.4) 275.0%
Maritime Transport 68.5 74.8 (8.4%) 6.9 8.2 (15.9%)
Corporate - - - (6.2) (6.0) (3.3%)
Total 191.9 221.5 (13.4%) 11.1 16.8 (33.9%)
(1) Please refer to Note 2 of the condensed consolidated financial statements
for further information on this alternative performance measure.
1H 2025 operating performance by Division
Energy
Benefits being realised from restructured businesses.
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) as well as Subsea
& Decommissioning Services (JF Offshore).
Six months ended
30 June
2025 2024
£m £m Change
Revenue 85.8 110.2 (22.1%)
Operating profit 6.2 14.4 (56.9%)
Underlying operating profit(1) 9.7 15.0 (35.3%)
Underlying operating profit margin(1) 11.3% 13.6% (230 bps)
Return on capital employed(1) 14.0% 14.1% (10 bps)
Excl. disposals(2)
Revenue 85.8 87.4 (1.8%)
Underlying operating profit 9.7 8.3 16.9%
Underlying operating profit margin 11.3% 9.5% 180 bps
(1) Please refer to Note 2 of the condensed consolidated financial statements
for further information on this alternative performance measure.
(2) Revenue and operating profit/margin excluding disposals are after the
impact of RMSpumptools. RMSpumptools was disposed of on 8 July 2024 and
contributed £nil in revenue (1H 2024: £22.8m) and £nil in operating profit
(1H 2024: £6.7m).
The Energy Division showed a 1.8% decrease in revenue (excluding disposals),
this included a £6.8m revenue reduction following the scheduled completion of
a long-term contract in Mozambique early in 1Q 2025. Excluding the impact of
this contract, the remainder of the business delivered 6.9% revenue growth,
driven by increased activity in the Norwegian sector, rising global demand for
decommissioning services, and higher levels of diving operations in Brazil.
Underlying operating margin excluding the disposed businesses improved by 180
bps to 11.3%, supported by stronger contributions from the restructured Subsea
and Decommissioning product line and continued robust performance in
compressor rentals across both Well Services and Bubble Curtains.
Defence
Order intakes strengthen the order book, 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 operations vehicles,
submarine systems, and commercial diving and hyperbaric systems.
Six months ended
30 June
2025 2024
£m £m Change
Revenue 37.6 36.5 3.0%
Operating profit/(loss) 0.2 (0.5) 140.0%
Underlying operating profit/(loss)(1) 0.7 (0.4) 275.0%
Underlying operating profit/(loss) margin(1) 1.9% (1.1%) 300 bps
Return on capital employed(1) 5.7% 0.6% 510 bps
(1) Please refer to Note 2 of the condensed consolidated financial statements
for further information on this alternative performance measure.
Revenue in the Defence Division increased by 3.0% to £37.6m in 1H 2025,
delivering an underlying operating profit of £0.7m, an improvement of £1.1m
compared to 1H 2024. Revenue growth was primarily driven by the commencement
of a new long-term contract for special operations vehicles, awarded in 4Q
2024.
Submarine rescue revenue declined year-on-year due to a reduced exercise
schedule; however, core service activity remained robust. Commercial diving
revenue was relatively steady, though the opportunity pipeline for 2H 2025 and
beyond remains strong.
Several significant contracts were secured in 1H 2025 across submarine
systems, special operations vehicles, and defence diving product lines, with
associated revenues expected to be recognised from 2H 2025 onwards. In
addition, a strategic collaboration agreement with Saab was reached for the
Swedish and international markets. The Defence order book stood at £315.1m at
the end of June 2025, up from £217.0m in June 2024.
The Division also made strategic progress in expanding into the US market,
securing a Foreign Comparative Testing contract for special operations
vehicles and winning a material defence diving contract, this is our largest
rebreather award in over five years. To support long-term growth in this
region, investment was made in entering into a US Special Security Agreement.
Ongoing investment in new product development includes the next-generation
multi-role rebreather, which enhances capability, flexibility, efficiency, and
safety, representing the future of military diving. Additional development was
undertaken across the special operations vehicles and submarine rescue product
lines to support future growth and innovation.
Maritime Transport
Tankships continues to perform strongly, but challenges remain in ship-to-ship
markets.
The Maritime Transport Division comprises the Tankship business, Cattedown
Wharves and JF Fendercare, which together ensure the supply reliability of
critical products.
Six months ended
30 June
2025 2024
£m £m Change
JF Tankships (inc.Cattedown) 42.8 40.4 5.9%
JF Fendercare 25.7 34.4 (25.3%)
Total revenue 68.5 74.8 (8.4%)
Operating profit 6.4 8.1 (21.0%)
Underlying operating profit(1) 6.9 8.2 (15.9%)
Underlying operating profit margin(1) 10.1% 11.0% (90 bps)
Return on capital employed(1) 20.8% 27.7% (690 bps)
Excl. disposals(2)
Revenue 68.5 69.2 (1.0%)
Underlying operating profit 6.9 7.8 (11.5%)
Underlying operating profit margin 10.1% 11.3% (120 bps)
(1) Please refer to Note 2 of the condensed consolidated financial statements
for further information on this alternative performance measure.
(2) Revenue and operating profit/margin excluding disposals are after the
impact of Martek, which was disposed of on 6 September 2024 and contributed
£nil in revenue (1H 2024: £5.6m) and £nil in operating profit (1H 2024:
£0.4m).
Tankships, including Cattedown, delivered a strong performance in 1H 2025,
with revenue increasing by 5.9% to £42.8m. This growth was supported by firm
contracted rates and consistently high fleet utilisation at 90%, in line with
1H 2024. Cattedown's performance remained stable, with petroleum and dry cargo
volumes broadly consistent with the prior year.
The fleet renewal programme continues to progress as planned, with four new
sub-intermediate tankers scheduled for delivery in 2026 - 2027.
JF Fendercare's performance varied across its operating regions. The business
recorded a £3.1m decline in revenue (excluding impact from Martek), driven by
weaker LNG ship-to-ship activity and ongoing disruption in commodity trading.
In contrast, the Brazilian operation delivered a solid performance, supported
by a favourable customer mix that helped absorb the impact of increased vessel
costs.
Corporate
Corporate costs, which represent expenditure on Group wide central functions
such as executive management, finance, HR, IT and other shared services,
remained broadly in line with the prior period at £6.2m for 1H 2025. We
continue to invest in enhancing our engineering capabilities and central
functional excellence whilst implementing efficiency initiatives and cost
reductions.
Items outside underlying operating profit
The Group has recognised a net operating loss of £6.3m in relation to
adjusting items, increased from £4.1m in 1H 2024.
Six months ended
30 June
2025 2024
£m £m
Impairment charges 0.8 -
Refinancing costs - 2.5
Restructuring costs 2.4 0.4
Costs associated with disposal of businesses and assets 1.2 0.5
Other 1.9 0.7
Total 6.3 4.1
Impairment charges - the £0.8m impairment charge in 1H 2025 primarily relates
to asset impairments within our Scantech Norway business in the Energy
division, following the strategic realignment of its product portfolio.
Refinancing costs - in 1H 2024, the Group incurred £2.5m in legal and
advisory costs related to the refinancing of the Revolving Credit Facility
("RCF"). No such refinancing costs were incurred in 1H 2025.
Restructuring costs - the £2.4m incurred during the period relates to the
Group's multi-year transformation programme, which is focused on
simplification, rationalisation, and business integration. These costs
primarily comprise redundancy related expenses.
Costs associated with disposal of businesses and assets - the £1.2m incurred
during the period largely comprises non-recurring costs associated with
previously disposed businesses, primarily relating to legal and professional
fees.
Other - these costs primarily comprise legal and professional fees associated
with matters that are outside the normal course of business.
Capital expenditure
Capital expenditure in 1H 2025 was £16.3m (1H 2024: £16.9m) and £2.9m (1H
2024: £0.7m) on development expenditure. The capital expenditure to
depreciation ratio was 1.7x (excluding intangibles additions and
amortisation).
1H 2025 capital expenditure has been strategically focused on enabling
sustainable growth and enhancing operational efficiency across the Group. In
the Energy division, investment has been channelled into upgrading key
operational assets, including compressors and lifting equipment, and advancing
diving system capabilities to support the execution of offshore projects.
These investments are designed to strengthen delivery capacity, improve
reliability, and ensure the division is well positioned to capitalise on
future growth opportunities. The Maritime Transport division has seen
continued investment in vessel maintenance and renewal, including deposits for
future fleet additions and enhancements across port facilities. In Defence,
expenditure has supported capability development across specialised vehicles
and diving systems.
Net finance charges
The Group's net finance charge decreased by 46.4% compared to 1H 2024 to
£6.7m (1H 2024: £12.5m). Finance charges during the period primarily
comprised of £4.4m of interest expense on loans and overdrafts (1H 2024:
£9.4m), £0.5m for facility fees (1H 2024: £2.8m), and £3.1m interest
expense on lease liabilities (1H 2024: £1.8m), partially offset by £1.4m (1H
2024: £1.5m) interest income on cash balances and pensions. The decrease in
interest expense on loans and overdrafts was primarily as a result of the
Group deleveraging activities during 2024 and the improved terms on the RCF
signed in September 2024.
The variable rate payable on Group debt in 1H 2025 was around 180 bps lower
than in the equivalent period in 2024, reflecting both a reduction in market
interest rates and improved lending terms.
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 twelve-month basis and using
underlying operating profit under the definition in the prior facility. The
interest cover as at 30 June 2025 is 6.8x compared to a banking covenants
requirement of greater than 4.5x, giving a headroom of 2.3x.
Taxation
The Group has recognised an overall net tax expense in respect of continuing
operations of £3.8m in the period (1H 2024: £1.2m). The tax expense on
underlying profits from continuing operations for the period is £4.1m (1H
2024: £1.3m). The effective tax rate ("ETR") on the underlying profit before
tax is 75.6% (1H 2024: 29.5%). The Group has incurred tax charges in higher
tax countries such as Australia, Brazil and Norway as well as withholding
taxes.
The high ETR is caused predominantly by the withholding taxes suffered.
Dividends and earnings per share
The Board is not recommending a dividend for 1H 2025. However, the Board
remains committed to reintroducing a sustainable dividend policy at the
appropriate time.
Basic loss per share was 4.8 pence compared to a loss of 1.7 pence in 1H 2024
reflecting the impact from the exclusion of disposed businesses and higher tax
charge. Underlying basic earnings per share decreased to 0.8 pence (1H 2024:
6.4 pence) primarily due to additional shares issued to settle the Group's
employee shares plan and higher tax charge.
Cashflow and borrowings
Six months ended
30 June
2025 2024
£m £m
Cash flow from operating activities 31.2 28.0
Cash flows used in investing activities (17.1) (1.0)
Cash flows used in financing activities (8.7) (19.4)
Net increase in cash and cash equivalents 5.4 7.6
Cash and cash equivalents at 1 January 23.8 26.4
Net foreign exchange differences (2.5) 0.1
Cash transferred to asset held for sale - (4.1)
Cash and cash equivalents at 30 June 26.7 30.0
The Group generated £31.2m (1H 2024: £28.0m) of cash from operating
activities, with a working capital inflow of £7.1m (1H: 2024: inflow of
£12.2m). The reduction in working capital inflow was largely due to creditor
payments reflecting a £8.7m outflow during the period (1H 2024: £14.1m
inflow). Cash was supported though by improved collection of debtors, an
inflow of £17.7m (1H 2024: £1.2m outflow). Cash flow from operating
activities benefited from a slight reduction in tax payments at £4.9m (1H
2024: £6.0m).
Cash outflows from investing activities during 1H 2025 were £17.1m (1H 2024:
outflow of £1.0m). Capital expenditure levels remain broadly in line with the
prior period. The year-on-year variance was primarily driven by £14.2m in
proceeds from the disposal of property, plant and equipment in 1H 2024,
whereas disposals in the current period were minimal.
The Group's net borrowings at 30 June 2025, including all lease liabilities,
was £142.7m (30 June 2024: £186.6m, 31 December 2024: £108.0m). During the
period, bank borrowings increased by £11.1m and lease liabilities increased
by £26.5m mainly due to the three newly leased vessels in Maritime Transport.
On 30 June 2025, the Group had £94.0m of committed credit facilities (30 June
2024: £183.0, 31 December 2024: £95.0m) and £10.0m of undrawn committed
credit facilities (30 June 2024: £15.0m, 31 December 2024: £17.0m).
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, as summarised below.
Twelve months ended
30 June
2025 2024(1)
£m £m
Net borrowings 142.7 186.6
Less: right-of-use operating leases (79.7) (51.7)
Add: Guarantees and collateral deposits 8.8 9.9
Amortised cost adjustment 0.3 -
Net debt - covenant basis 72.1 144.8
Underlying operating profit 23.8 32.4
Depreciation and amortisation 44.4 38.7
Amortisation of acquired intangibles - (0.7)
IFRS 16 impact removed (24.6) (16.1)
Covenant EBITDA for interest cover 43.6 54.3
EBITDA less IFRS 16 impact of businesses disposed in the period 0.2 (13.6)
Covenant EBITDA for leverage 43.8 40.7
Net Debt : EBITDA(2) 1.6x 3.6x
(1) Prior year numbers were calculated in line with the Group's banking
covenants effective from 1 October 2024.
(2) Defined as leverage APM in note 2.3.
Liquidity
The committed facilities encompassed a £75.0m RCF and £20.0m of Term loans
with maturity dates of September 2027 and September 2029 respectively. The RCF
also includes two one-year extension options, the first of which may be
exercised in September 2025 on the first anniversary of the agreement and the
second in 2026. £1.5m of the £2.5m stepdown and cancellation negotiated as
part of the refinance has been deferred to 2H 2025. As such the committed
facilities at 30 June 2025 was £94.0m.
The Group operates an internal minimum liquidity target of £20.0m (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 30 June 2025, the Group's
liquidity position was £25.0m, which is 129.0% of the minimum liquidity
target (2024: £25.0m). However, the continued access to liquidity remains
included as a Group Principal Risk and continues to be closely monitored by
management.
During 1H 2025, the Group implemented an additional £12.5m UKEF General
Export Facility for the Defence Division to support existing contracts and the
extensive growth opportunities in the Defence division. The facility provides
additional facility and liquidity headroom with further improved margins
compared to existing facilities. As of 30 June 2025, the Group utilised £4.8m
of the facility.
Balance sheet
The Group's net assets decreased by £5.0m to £185.3m (2024: £190.3m). The
primary drivers of the change in net assets are the increase in right-of-use
assets related to three newly leased vessels in Maritime Transport commencing
in 1H 2025 as well as the Group's investment in other intangible assets offset
by increases in long terms provisions and borrowings.
Non-current assets
Non-current assets increased by £29.0m to £300.9m, driven by movements in
right-of-use assets. Right-of-use assets increased by £34.0m and was driven
by three newly leased vessels in Maritime Transport offset by the decrease in
property, plant and equipment as £9.4m was reclassed to assets held for sale.
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 £38.9m, an increase compared to
£36.8m in 2024. This increase reflects a net £7.7m of property, plant and
equipment and its associated liabilities being reclassed to held for sales
offset by an overall higher decrease in trade and other receivables of £19.0m
compared to a decrease of £10.5m in trade and other payables.
Short-term bank borrowings (mainly overdrafts) decreased to £38.3m from
£62.4m as of 30 June 2025, while the net position of short-term cash and
short-term bank borrowings reduced to £21.9m (2024: £23.8m).
Non-current liabilities
Non-current liabilities increased by £36.1m to £154.5m as of 30 June 2025.
This increase was primarily driven by the lease liabilities associated with
the three newly leased vessels in 1H 2025 in Maritime Transport.
Technical guidance for 2H 2025
§ Capital expenditure, including development expenditure in 2025 is expected to
be at similar levels to 2024 at around £35.0m with a typical lower weighting
anticipated in the second half of the year.
§ The underlying effective tax rate for the full year 2025 is expected to be
around 29.0%, excluding countries which are forecast to incur losses for which
no tax credit is recognised. However, the rate will continue to be impacted
until losses are utilised and tax credits recognised.
§ The effective interest rate paid on Group borrowings in 2025 is expected to be
c.8.5%. The Group has a mix of fixed and floating interest rate exposure.
Further reductions in the floating rate are expected in 2H 2025.
Principal risks and uncertainties
The Group's risk management framework provides a structured approach for
identifying, assessing and managing risks across all areas of the business. It
ensures that key risks are appropriately identified, quantified and
understood. This framework, along with the supporting risk management
processes, continues to evolve and improve across the Group. The Group remains
committed to strengthening its risk management capabilities and the insights
used to support business decision-making.
The Group's principal risks remain broadly consistent with those disclosed in
the 2024 Annual Report and Accounts. These continue to span five key areas:
strategic and growth risks, including those linked to transformation
initiatives and innovation; operational risks such as health and safety,
climate change, and workforce challenges; technology risks, primarily relating
to cyber security; financial and treasury risks concerning resource and
liquidity management; and legal and regulatory risks, including compliance and
exposure in emerging markets. Further detail is available in the 2024 Annual
Report and Accounts on pages 70 to 78.
The Board considers that these principal risks and uncertainties remain
unchanged at this time. The Board will continue to monitor the outcomes of the
scheduled risk reviews and reassess the risk landscape as needed.
Directors' Responsibilities
We confirm that to the best of our knowledge:
(a) The condensed set of financial statements has been prepared in accordance with
IAS 34 'Interim Financial Reporting' as adopted for use in the United Kingdom;
(b) The interim management report includes a fair review of the information
required by:
a. DTR 4.2.7R of the 'Disclosure Guidance and Transparency Rules', being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the condensed set of financial
statements; and a description of the principal risks and uncertainties for the
remaining six months of the year; and
b. DTR 4.2.8R of the 'Disclosure Guidance and Transparency Rules', being related
party transactions that have taken place in the first six months of the
current financial year and that have materially affected the financial
position or performance of the entity during the period; and any changes in
the related party transactions described in the last annual report that could
do so.
Approved by the Board of Directors and signed on its behalf by:
J Vernet
K Hayzen-Smith
Chief Executive Officer Chief Financial Officer
9 September 2025
INDEPENDENT REVIEW REPORT TO JAMES FISHER AND SONS PLC
Conclusion
We have been engaged by James Fisher and Sons Plc ("the Company") to review
the condensed set of financial statements in the half-yearly financial report
for the six months ended 30 June 2025 which comprises the condensed
consolidated income statement, the condensed consolidated statement of other
comprehensive income, the condensed consolidated statement of financial
position, the condensed consolidated statement of changes in equity, the
condensed consolidated cash flow statement and the related explanatory
notes.
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 30 June 2025 is not prepared, in all
material respects, in accordance with IAS 34 Interim Financial Reporting as
adopted for use in the UK and the Disclosure Guidance and Transparency Rules
("the DTR") of the UK's Financial Conduct Authority ("the UK FCA").
Basis for conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410 Review of Interim Financial Information Performed by the
Independent Auditor of the Entity ("ISRE (UK) 2410") issued for use in the UK.
A review of interim financial information consists of making enquiries,
primarily of persons responsible for financial and accounting matters, and
applying analytical and other review procedures. We read the other information
contained in the half-yearly financial report and consider whether it contains
any apparent misstatements or material inconsistencies with the information in
the condensed set of financial statements.
A review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and consequently does not enable
us to obtain assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not express an audit
opinion.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention that causes us to believe that the directors
have inappropriately adopted the going concern basis of accounting, or that
the directors have identified material uncertainties relating to going concern
that have not been appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with
ISRE (UK) 2410. However, future events or conditions may cause the Group to
cease to continue as a going concern, and the above conclusions are not a
guarantee that the Group will continue in operation.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been
approved by, the directors. The directors are responsible for preparing the
half-yearly financial report in accordance with the DTR of the UK FCA.
As disclosed in note 1, the annual financial statements of the Group are
prepared in accordance with UK-adopted international accounting standards.
The directors are responsible for preparing the condensed set of financial
statements included in the half-yearly financial report in accordance with IAS
34 as adopted for use in the UK.
In preparing the condensed set of financial statements, the directors are
responsible for assessing the Group's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to
liquidate the Group or to cease operations, or have no realistic alternative
but to do so.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed
set of financial statements in the half-yearly financial report based on our
review. Our conclusion, including our conclusions relating to going concern,
are based on procedures that are less extensive than audit procedures, as
described in the Basis for conclusion section of this report.
The purpose of our review work and to whom we owe our responsibilities
This report is made solely to the Company in accordance with the terms of our
engagement to assist the Company in meeting the requirements of the DTR of the
UK FCA. Our review has been undertaken so that we might state to the Company
those matters we are required to state to it in this report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company for our review work, for this
report, or for the conclusions we have reached.
Christopher Hearn (Senior Statutory Auditor)
for and on behalf of KPMG LLP
Chartered Accountants
15 Canada Square
London, E14 5GL
United Kingdom
9 September 2025
Condensed consolidated income statement
for the six months ended 30 June
30 June 2025 30 June 2024
Notes £m £m
Revenue 3 191.9 221.5
Cost of sales (131.2) (155.5)
Gross profit 60.7 66.0
Administrative expenses (53.9) (51.3)
Refinancing costs - (2.5)
Restructuring costs (2.4) (0.4)
Share of post-tax results of joint ventures and associates 0.4 0.9
Operating profit 4.8 12.7
Finance income 4 1.4 1.5
Finance expense 4 (8.1) (14.0)
Net unrealised foreign exchange 4 3.3 -
Profit before taxation 1.4 0.2
Tax expense 5 (3.8) (1.2)
Loss for the period (2.4) (1.0)
Attributable to:
Owners of the Company (2.4) (0.8)
Non-controlling interests - (0.2)
(2.4) (1.0)
Loss per share pence pence
Basic 6 (4.8) (1.7)
Diluted 6 (4.8) (1.7)
Condensed consolidated statement of other comprehensive income
for the six months ended 30 June
30 June 2025 30 June 2024
Note £m £m
Loss for the period (2.4) (1.0)
Other comprehensive (expense) / income:
Items that will not be classified to the income statement
Actuarial loss in defined benefit pension schemes 10 (0.9) (2.0)
(0.9) (2.0)
Items that may be reclassified to the income statement
Exchange differences on foreign currency net investments (2.9) (2.4)
Effective portion of changes in fair value of cash flow hedges 1.2 0.8
Net change in fair value of cash flow hedges transferred to income statement (0.2) 0.2
Tax on items that may be reclassified (0.3) -
(2.2) (1.4)
Total other comprehensive expense for the period (3.1) (3.4)
Total comprehensive expense for the period (5.5) (4.4)
Attributable to:
Owners of the Company (5.5) (4.2)
Non-controlling interests - (0.2)
(5.5) (4.4)
Condensed consolidated statement of financial position
As at 30 June 2025 As at 31 December 2024
Note £m £m
Non-current assets
Goodwill 8 64.9 64.5
Other intangible assets 9.8 7.2
Property, plant and equipment 107.0 111.4
Right-of-use assets 94.0 60.0
Investment in joint ventures and associates 6.2 5.9
Other investments 1.4 1.4
Other receivables 5.1 6.8
Other financial assets 0.4 1.4
Deferred tax assets 4.2 4.2
Retirement benefit surplus 10 7.9 9.1
300.9 271.9
Current assets
Inventories 35.9 32.8
Trade and other receivables 95.5 114.5
Other financial assets 1.6 -
Cash and cash equivalents 11 60.2 86.2
Current tax receivable 6.7 5.4
Assets held for sale 9 9.4 0.5
209.3 239.4
Current liabilities
Trade and other payables (100.8) (111.3)
Provisions 12 (8.2) (8.0)
Current tax payable (4.0) (3.5)
Borrowings 11 (56.2) (78.9)
Other financial liabilities - (0.9)
Liabilities associated with assets held for sale 9 (1.2) -
(170.4) (202.6)
Net current assets 38.9 36.8
Total assets less current liabilities 339.8 308.7
Non-current liabilities
Provisions 12 (4.9) (0.5)
Retirement benefit obligations 10 (1.9) (1.9)
Borrowings 11 (146.7) (115.3)
Deferred tax liabilities (1.0) (0.7)
(154.5) (118.4)
Net assets 185.3 190.3
Equity
Share capital 12.7 12.6
Share premium 27.6 26.8
Treasury shares (0.5) (0.2)
Other reserves (24.2) (22.0)
Retained earnings 169.3 172.7
Total shareholders' equity 184.9 189.9
Non-controlling interests 0.4 0.4
Total equity 185.3 190.3
Condensed consolidated statement of changes in equity
for the six months ended 30 June 2025
Total Non-
Share Share Treasury Other Retained shareholders' controlling Total
capital premium shares reserves(1) earnings equity interests equity
£m £m £m £m £m £m £m £m
At 1 January 2024 12.6 26.8 (0.5) (16.4) 125.5 148.0 0.6 148.6
Loss for the period - - - - (0.8) (0.8) (0.2) (1.0)
Other comprehensive expense - - - (1.4) (2.0) (3.4) - (3.4)
Total comprehensive expense for the period - - - (1.4) (2.8) (4.2) (0.2) (4.4)
Contributions by and distributions to owners:
Share-based payments - - - - 0.6 0.6 - 0.6
At 30 June 2024 12.6 26.8 (0.5) (17.8) 123.3 144.4 0.4 144.8
Total Non-
Share Share Treasury Other Retained shareholders' controlling Total
capital premium shares reserves(1) earnings equity interests equity
£m £m £m £m £m £m £m £m
At 1 January 2025 12.6 26.8 (0.2) (22.0) 172.7 189.9 0.4 190.3
Loss for the period - - - - (2.4) (2.4) - (2.4)
Other comprehensive expense - - - (2.2) (0.9) (3.1) - (3.1)
Total comprehensive expense for the period - - - (2.2) (3.3) (5.5) - (5.5)
Contributions by and distributions to owners:
Share-based payments - - - - 0.9 0.9 - 0.9
Issuance of shares for share-based payments 0.1 0.8 - - (1.0) (0.1) - (0.1)
Purchase of shares by Employee Share Ownership Trust - - (0.4) - - (0.4) - (0.4)
Sale of shares by Employee Share Ownership Trust - - 0.1 - - 0.1 - 0.1
At 30 June 2025 12.7 27.6 (0.5) (24.2) 169.3 184.9 0.4 185.3
(1) Other reserves comprise gains and losses on translation of foreign
operation, hedging reserve and put option liability. The cumulative
translation loss within other reserves at 30 June 2025 was £24.4m (30 June
2024: £18.7m). The cumulative hedging reserves gain within other reserves at
30 June 2025 was £0.2m (30 June 2024: £1.9m). The put option liability
within other reserves at 30 June 2025 was £nil (30 June 2024: £1.0m).
Condensed consolidated cash flow statement
for the six months ended 30 June
30 June 2025 30 June 2024
Note £m £m
Loss for the year (2.4) (1.0)
Tax charge 3.8 1.2
Adjustments for:
Depreciation and amortisation 22.2 18.3
Impairments 0.8 -
Net finance expense 3.4 12.5
Net loss on disposal of joint ventures 0.1 -
Gain on disposals of property, plant and equipment - (8.3)
Share of post-tax results of joint ventures and associates (0.4) (0.9)
Share based payments charge 1.0 0.6
Other non-cash items (0.2) 0.2
Increase in inventories (3.8) (5.2)
Decrease/(increase) in trade and other receivables 17.7 (1.2)
(Decrease)/increase in trade and other payables (8.7) 14.1
Increase in provisions 2.1 4.5
Defined benefit pension cash contributions less service cost 0.5 (0.8)
Cash generated from operations 36.1 34.0
Income taxes paid (4.9) (6.0)
Cash flows from operating activities 31.2 28.0
Investing activities
Dividends received from joint venture undertakings 0.3 1.0
Proceeds from the disposal of joint venture, net of cash disposed 0.2 -
Proceeds from the disposal of property, plant and equipment 0.5 14.2
Finance income 1.1 1.4
Acquisition of property, plant and equipment (16.3) (16.9)
Development expenditure (2.9) (0.7)
Cash flows used in investing activities (17.1) (1.0)
Financing activities
Repayment of lease liability principal (11.2) (8.1)
Interest paid on lease liabilities (3.1) (1.8)
Finance costs (4.8) (9.5)
Proceeds from borrowings 19.8 4.0
Repayment of borrowings (9.0) (4.0)
Repurchase of treasury shares (0.4) -
Cash flows used in financing activities (8.7) (19.4)
Net increase in cash and cash equivalents 11 5.4 7.6
Cash and cash equivalents at beginning of period 23.8 26.4
Net foreign exchange differences (2.5) 0.1
Cash transferred to assets held for sale - (4.1)
Cash and cash equivalents at end of period 26.7 30.0
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1 Basis of preparation and significant accounting policies
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 condensed consolidated financial statements of the Company
for the six months ended 30 June 2025 comprise the Company and its
subsidiaries (together referred to as the Group) and the Group's interests in
jointly controlled entities.
These condensed consolidated financial statements, which have
been reviewed and not audited, have been prepared in accordance with
International Financial Reporting Standard (IFRS) IAS 34 "Interim Financial
Reporting" as adopted for use in the UK. As required by the Disclosure and
Transparency Rules of the Financial Conduct Authority, the condensed
consolidated set of financial statements has been prepared applying the
accounting policies and presentation that were applied in the preparation of
the Group's published consolidated financial statements for the year ended 31
December 2024 with the exceptions described below. They do not include all of
the information required for full annual financial statements, and should be
read in conjunction with the consolidated financial statements of the Group
for the year ended 31 December 2024.
The comparative figures for the financial year ended 31
December 2024 are not the Group's statutory accounts for that financial year.
Those accounts which were prepared in accordance with UK-adopted International
Financial Reporting Standards (IFRS), have been reported on by the Group's
auditors and delivered to the Registrar of Companies. The report of the
auditors was (i) unqualified, (ii) did not include a reference to any matters
to which the auditors drew attention by way of emphasis without qualifying
their report and (iii) did not contain a statement under section 498 (2) or
(3) of the Companies Act 2006.
The consolidated financial statements of the Group for the
year ended 31 December 2024 are available upon request from the Company's
registered office at Fisher House, Michaelson Road, Barrow-in-Furness, Cumbria
LA14 1HR or at www.james-fisher.co.uk (http://www.james-fisher.co.uk) .
The half year financial information is presented in Sterling
and all values are rounded to the nearest 0.1 million pounds (£0.1m) except
where otherwise indicated.
New standards and amendments effective from 1 January 2025
have not had a material impact on the condensed consolidated financial
statements of the Group.
Going concern
In determining the appropriate basis of preparation of the condensed
consolidated financial statements for the six months ended 30 June 2025, 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 an assessment of the financial
forecasts, key uncertainties and sensitivities, as set out below.
On 19 September 2024, the Group entered into a single three-year £75.0m RCF
and a five-year £20.0m bilateral facility (Group's funding arrangements). The
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 30 June 2025 of £94.0m following a £1.0m scheduled
step down (2024: £95.0m) and undrawn committed facilities of £10.0m (2024:
£17.0m). The Defence division also has access to a £12.5m general export
facility, and at 30 June 2025, £4.8m (2024: £nil) had been utilised.
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 Group's net debt for the purposes of banking covenants consists of net
bank borrowings adjusted for finance lease liabilities (on a pre-IFRS 16
basis) and advance payment guarantees. The net debt for covenant purposes was
£72.1m as at 30 June 2025 (30 June 2024: £144.8m, 31 December 2024: £61.0m)
and the net debt/EBITDA ratio of 1.6x (30 June 2024: 3.6x, 31 December 2024:
1.4x).
The Group, with the ongoing support of the banking syndicate, has remained in
compliance with all covenants during the period and remained so at the 30 June
2025 measurement date.
Going concern assessment period:
Accounting standards require the Directors to assess the Group's ability to
continue to operate as a going concern for at least 12 months from the date of
approval of the financial statements. 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.
Board assessment
The Board has 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 condensed
consolidated financial statements.
Base case
The Group has prepared its base case considering the latest performance and
forecasts for the period to 30 September 2026.
The base case 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 10%
reduction in covenant EBITDA over the going concern period; 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 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 has 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. The Board does not consider the
reverse stress test scenario to be plausible.
Assessment 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 the financial statements. Furthermore, the
Group is expected to remain in compliance with its covenant requirements.
Accordingly, the condensed consolidated financial statements have been
prepared on a going concern basis.
Accounting estimates and judgements
The preparation of the condensed consolidated financial statements requires
management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets and
liabilities, income and expense. Actual results may differ materially from
these estimates.
The significant judgements made by management in applying the Group's
accounting policies and the major sources of estimation uncertainty were the
same as those applied to the consolidated financial statements as at and for
the year ended 31 December 2024.
2 Alternative performance measures
The Group uses a number of alternative (non-Generally
Accepted Accounting Practice (non-GAAP)) performance measures which are not
defined within IFRS. The alternative performance measures (APMs) should be
considered in addition to and not as a substitute 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 loan
agreements.
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.
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 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 calculation, required under the terms of the Group's
loan agreements. 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.
Six months ended 30 June 2025
As Impairment charges Re-structuring Costs associated with disposal of businesses and assets Other/ Underlying results
reported Tax
£m £m £m £m £m £m
Revenue 191.9 - - - - 191.9
Cost of sales (131.2) 0.8 - - - (130.4)
Gross profit 60.7 0.8 - - - 61.5
Administrative expenses (53.9) - - 1.2 1.9 (50.8)
Restructuring costs (2.4) - 2.4 - - -
Share of post-tax results of joint ventures and associates 0.4 - - - - 0.4
Operating profit 4.8 0.8 2.4 1.2 1.9 11.1
Finance income 1.4 - - - - 1.4
Finance expense (8.1) - - - 0.1 (8.0)
Net unrealised foreign exchange 3.3 - - - (3.3) -
Profit before taxation 1.4 0.8 2.4 1.2 (1.3) 4.5
Income tax (3.8) - - - (0.3) (4.1)
(Loss)/profit for the period (2.4) 0.8 2.4 1.2 (1.6) 0.4
Operating margin (%) 2.5% 5.8%
Segmental underlying operating profit is calculated as follows:
Energy 6.2 0.7 1.0 0.1 1.7 9.7
Defence 0.2 0.1 0.2 (0.1) 0.3 0.7
Maritime Transport 6.4 - 0.4 0.1 - 6.9
Corporate (8.0) - 0.8 1.1 (0.1) (6.2)
Total 4.8 0.8 2.4 1.2 1.9 11.1
During the six months ended 30 June 2025, adjusting items were in relation to
the following matters:
Impairment charges - primarily relates to asset impairments in 1H 2025 within
our Scantech Norway business in the Energy division, following the strategic
realignment of its product portfolio.
Restructuring - costs related to the Group's multi-year transformation
programme, which is focused on simplification, rationalisation, and business
integration. These costs primarily comprise redundancy related expenses.
Costs associated with disposal of businesses and assets - the £1.2m incurred
during the period largely comprises non-recurring costs associated with
previously disposed businesses, primarily relating to legal and professional
fees.
Other/Tax - primarily comprise legal and professional fees associated with
matters that are outside normal course of business.
Six months ended 30 June 2024
As reported Refinancing Re-structuring Costs associated with disposal of businesses and assets Other/ Underlying
Tax results
£m £m £m £m £m £m
Revenue 221.5 - - - - 221.5
Cost of sales (155.5) - - - - (155.5)
Gross profit 66.0 - - - - 66.0
Administrative expenses (51.3) - - 0.5 0.7 (50.1)
Refinancing costs (2.5) 2.5 - - - -
Restructuring costs (0.4) - 0.4 - - -
Share of post-tax results of joint ventures and associates 0.9 - - - - 0.9
Operating profit 12.7 2.5 0.4 0.5 0.7 16.8
Finance income 1.5 - - - - 1.5
Finance expense (14.0) - - - - (14.0)
Profit before taxation 0.2 2.5 0.4 0.5 0.7 4.3
Income tax (1.2) - - - (0.1) (1.3)
(Loss)/profit for the period (1.0) 2.5 0.4 0.5 0.6 3.0
Operating margin (%) 5.7% 7.6%
Segmental underlying operating profit is calculated as follows:
Energy 14.4 - 0.2 0.2 0.2 15.0
Defence (0.5) - 0.1 - - (0.4)
Maritime Transport 8.1 - 0.1 - - 8.2
Corporate (9.3) 2.5 - 0.3 0.5 (6.0)
Total 12.7 2.5 0.4 0.5 0.7 16.8
The underlying results in 1H 2024 included £3.0m of operating profit from the
sale of life of field rental related assets which occurred in the ordinary
course of business.
During the six months ended 30 June 2024, adjusting items were in relation to
the following matters:
Refinancing - costs associated with refinancing activities and completion of
various requirements and conditions of the existing RCF.
Restructuring - costs related to the transformation programme aimed at
simplification, rationalisation and integration of the Group's businesses
across all Divisions.
Costs associated with disposal of businesses and assets - mainly comprised of
a £3.6m PPE disposal gain arising on closure of the Subtech Europe business
in the Energy Division, offset by £4.2m costs incurred during the period
associated with the disposal of the RMSpumptools business which completed on 8
July 2024.
Other/Tax - included £0.3m amortisation of acquired intangibles.
2.2 Covenant EBITDA (Earnings before Interest, Tax, Depreciation and
Amortisation)
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
underlying operating profit before interest, tax, depreciation and
amortisation on a pre-IFRS 16 basis excluding the EBITDA of businesses
disposed of during the period. 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 periods.
Twelve months ended 30 June
2025 2024(1)
£m £m
Underlying operating profit 23.8 32.4
Depreciation and amortisation 44.4 38.7
Amortisation of acquired intangibles - (0.7)
EBITDA 68.2 70.4
IFRS 16 impact removed (24.6) (16.1)
Covenant EBITDA for interest cover 43.6 54.3
EBITDA less IFRS 16 impact of businesses disposed in the period 0.2 (13.6)
Covenant EBITDA for leverage 43.8 40.7
(1) Prior year numbers were calculated in line with the Group's banking
covenants effective from 1 October 2024.
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.
Twelve months ended 30 June 2025 Year ended 31 December 2024(1)
£m £m
Net borrowings (Note 11) 142.7 108.0
Less: Lease liabilities under IFRS 16 (80.9) (54.4)
Amortised cost adjustment 0.3 0.7
(80.6) (53.7)
Add: Lease liabilities under IAS 17 1.2 1.8
Guarantees and collateral deposits 8.8 4.9
10.0 6.7
Net debt - covenant basis 72.1 61.0
Covenant EBITDA (12 months) 43.8 43.9
Leverage 1.6 1.4
( )
(1) Prior year numbers were calculated in line with the Group's banking
covenants effective from 1 October 2024.
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 Plans (LTIP).
Twelve months ended 30 June 2025 Year ended 31 December 2024
£m £m
Net assets 185.3 190.3
Right-of-use assets (94.0) (60.0)
Net borrowings (Note 11) 142.7 108.0
Capital employed 234.0 238.3
Add: amortisation of customer relationships - 0.3
234.0 238.6
Underlying operating profit 23.8 29.5
Notional tax at the underlying effective tax rate (11.6) (8.1)
Underlying operating profit less notional tax 12.2 21.4
Average capital employed 251.8 261.0
Return on capital employed 4.8% 8.2%
The three divisional ROCE's are detailed below:
Six months ended 30 June 2025 Maritime
Energy Defence Transport
£m £m £m
Net assets 126.1 49.5 68.2
Less right-of-use assets (10.8) (6.2) (76.6)
Plus net borrowings 11.9 6.7 61.9
Capital employed 127.2 50.0 53.5
Add: amortisation of customer relationships - - -
127.2 50.0 53.5
Underlying operating profit 19.7 3.0 13.6
Average capital employed 140.5 52.5 65.3
Return on average capital employed 14.0% 5.7% 20.8%
Six months ended 30 June 2024 Maritime
Energy Defence Transport
£m £m £m
Net assets 153.5 54.5 85.5
Less right-of-use assets (12.8) (4.4) (44.1)
Plus net borrowings 13.0 4.6 35.6
Capital employed 153.7 54.7 77.0
Add: amortisation of customer relationships 0.3 - -
154.0 54.7 77.0
Underlying operating profit 23.5 0.4 21.6
Average capital employed 166.4 71.9 77.9
Return on average capital employed 14.1% 0.6% 27.7%
Year ended 31 December 2024 Maritime
Energy Defence Transport
£m £m £m
Net assets 122.8 55.6 65.6
Less right-of-use assets (12.6) (5.3) (41.6)
Plus net borrowings 12.3 5.8 35.7
Capital employed 122.5 56.1 59.7
Add: amortisation of customer relationships 0.3 - -
122.8 56.1 59.7
Underlying operating profit 24.8 1.9 15.1
Average capital employed 141.0 53.9 67.5
Return on average capital employed 17.6% 3.5% 22.4%
2.5 Interest cover
Interest cover is calculated in line with the Group's banking covenants under
the Group's new facility. 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.
Twelve months ended 30 June
2025 2024(1)
£m £m
Net finance expense (10.2) (26.4)
Add back:
Amortisation of loan arrangement fees 0.1 1.4
Net unrealised foreign exchange (2.5) -
Interest payable on pre-IFRS 16 operating leases 5.5 4.3
Re-measurement of borrowings 0.9 -
Other interest expenses 0.2 0.6
4.2 6.3
Deduct:
Interest receivable from joint ventures (0.1) -
IAS 19 pension interest receivables (0.3) (0.3)
(0.4) (0.3)
Covenant interest (6.4) (20.4)
EBITDA 43.6 54.3
Interest cover 6.8 2.7
( )
(1) Prior year numbers were calculated in line with the Group's banking
covenants effective from 1 October 2024.
2.6 Underlying earnings per share
Underlying earnings per share (EPS) is calculated as underlying
profit before tax, 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
Plans.
Six months ended 30 June
2025 2024
£m £m
Loss attributable to owners of the Company (2.4) (0.8)
Adjusting items 3.1 4.1
Tax on adjusting items (0.3) (0.1)
Underlying profit attributable to owners of the Company 0.4 3.2
Basic weighted average number of shares (Note 6) 50,398,447 50,385,544
Diluted weighted average number of shares 52,129,867 51,109,257
Underlying basic earnings per share (p) 0.8 6.4
Underlying diluted earnings per share (p) 0.8 6.3
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 Operations Vehicles, Submarine
Platforms, and Commercial Diving and Hyperbaric Systems. The Maritime
Transport Division comprises 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.
Six months ended 30 June 2025
Energy Defence Maritime Corporate Total
Transport
£m £m £m £m £m
Segmental revenue 85.8 37.6 68.5 - 191.9
Inter-segmental sales - - - - -
Revenue 85.8 37.6 68.5 - 191.9
Underlying operating profit 9.7 0.7 6.9 (6.2) 11.1
APMs (see Note 2) (3.5) (0.5) (0.5) (1.8) (6.3)
Operating profit 6.2 0.2 6.4 (8.0) 4.8
Finance income 1.4
Finance expense (8.1)
Net unrealised foreign exchange 3.3
Profit before tax 1.4
Tax expense (3.8)
Loss for the period (2.4)
Assets & liabilities
Segmental assets 179.9 82.7 165.4 76.0 504.0
Investment in joint ventures 1.9 4.3 - - 6.2
Total assets 181.8 87.0 165.4 76.0 510.2
Segmental liabilities (55.7) (37.5) (97.2) (134.5) (324.9)
126.1 49.5 68.2 (58.5) 185.3
Other segmental information
Capital expenditure(1) 10.3 5.9 49.4 - 65.6
Depreciation and amortisation(2) 6.2 2.8 13.0 0.2 22.2
(1)Capital expenditure includes additions for other intangible assets
(£2.9m), property, plant and equipment (£16.3m) and right-of-use assets
(£46.4m).
(2) Depreciation and amortisation relate to other intangible assets (£0.4m),
property, plant and equipment (£9.6m) and right-of-use assets (£12.2m).
Six months ended 30 June 2024
Energy Defence Maritime Corporate Total
Transport
£m £m £m £m £m
Segmental revenue 110.2 36.6 74.8 - 221.6
Inter-segmental sales - (0.1) - - (0.1)
Revenue 110.2 36.5 74.8 - 221.5
Underlying operating profit 15.0 (0.4) 8.2 (6.0) 16.8
APMs (see Note 2) (0.6) (0.1) (0.1) (3.3) (4.1)
Operating profit 14.4 (0.5) 8.1 (9.3) 12.7
Finance income 1.5
Finance expense (14.0)
Profit before tax 0.2
Income tax (1.2)
Profit for the period (1.0)
Assets & liabilities
Segmental assets 235.8 80.0 152.4 92.6 560.8
Investment in joint ventures 1.9 3.4 2.1 - 7.4
Total assets 237.7 83.4 154.5 92.6 568.2
Segmental liabilities (84.2) (28.9) (69.0) (241.3) (423.4)
153.5 54.5 85.5 (148.7) 144.8
Other segmental information
Capital expenditure (1) 11.4 3.2 7.2 0.3 22.1
Depreciation and amortisation(2) 7.5 2.2 8.7 (0.1) 18.3
(1)Capital expenditure includes additions for other intangible assets (£0.7m)
and property, plant and equipment (£16.9m) and right-of-use assets (£4.5m).
(2) Depreciation and amortisation relate to other intangible assets (£0.7m),
property, plant and equipment (£9.9m) and right-of-use assets (£7.7m).
4 Net finance expense
Six months ended 30 June
2025 2024
£m £m
Finance income:
Interest receivable on short-term deposits 1.2 1.4
Net interest receivable on pension obligations 0.2 0.1
1.4 1.5
Finance expense:
Interest payable on bank loans and overdrafts (4.4) (9.4)
Loan arrangement and other financing fees (0.5) (2.8)
Re-measurement of borrowings (0.1) -
Unwind of discount on right-of-use lease liability (3.1) (1.8)
(8.1) (14.0)
Net finance expense excluding foreign exchange (6.7) (12.5)
Unrealised foreign exchange on lease liabilities 5.2 -
Foreign exchange on assets held against lease liabilities (1.9) -
3.3 -
Net finance expense (3.4) (12.5)
5 Taxation
The Group's effective tax rate on profit before income tax is 271.4% (1H 2024:
600.0%), with the higher tax rate being attributable to no tax credit
available for net exceptional costs incurred in the UK given no deferred tax
credit has been recognised for the cumulative UK tax losses, consistent with
the treatment in prior periods and in respect of withholding taxes suffered on
income received. The effective income tax rate on underlying profit before
income tax, based on an estimated rate for the year ending 31 December 2025,
is 75.6%. The majority of the total tax charge of £3.8m relates to overseas
businesses. Taxation on profit has broadly been estimated based on rates of
taxation applied to the profits forecast in each territory for the full year.
6 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 155,744 (30 June
2024: 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 net 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 30 June 2025, 4,808,598 options (30 June 2024: 4,119,172) 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:
Six months ended 30 June
2025 2024
£m £m
Loss after tax attributable to shareholders (2.4) (0.8)
Number of Number of
shares shares
Basic and diluted weighted average number of shares 50,398,447 50,385,544
Diluted weighted average number of shares 50,398,447 50,385,544
Earnings per share pence pence
Basic earnings per share (4.8) (1.7)
Diluted earnings per share (4.8) (1.7)
7 Interim dividend
No interim dividend is proposed in respect of the period ended 30 June 2025
(1H 2024: £nil).
8 Goodwill
Movements during the period in the Group's goodwill are set out below:
Six months ended Year ended 31 December 2024
30 June 2025
£m £m
At 1 January 64.5 78.3
Impairment - (3.2)
Disposals - (8.4)
Exchange differences 0.4 (2.2)
At period end 64.9 64.5
At 30 June 2025, the goodwill balance was reviewed for any indicators of
impairment, and no impairment indicators were identified. There have not been
any material changes to the long-term forecasts and key assumptions from the
31 December 2024 assessment apart from the discount rate, which was lower
compared to 2024 year-end primarily due to lower cost of borrowings.
Sensitivities relating to the 31 December 2024 assessment, as disclosed on
page 172 of the 2024 Annual Report and Accounts, were reviewed for
appropriateness as at 30 June 2025 and confirmed by the Board.
9 Assets and liabilities held for sale
All assets and liabilities held for sale at 31 December 2024
were disposed of in 2025 resulting in a loss of £nil.
As of 30 June 2025, £9.4m of assets and £1.2m of liabilities in Energy
Division were classified as held for sale.
10 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 Company 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 Company 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:
Six months ended Year ended 31 December 2024
30 June 2025
£m £m
Net surplus as at 1 January 7.2 5.8
Expense recognised in the income statement (0.3) (0.6)
Contributions paid to schemes - 1.9
Remeasurement (losses)/gains (0.9) 0.1
Net surplus at period end 6.0 7.2
The Group's net surplus/(deficit) in respect of its pension schemes were as
follows:
Six months ended Year ended 31 December 2024
30 June 2025
£m £m
Shore Staff 7.9 9.1
MNOPF - -
MNRPF (1.9) (1.9)
6.0 7.2
The principal assumptions in respect of these liabilities are disclosed in the
2024 Annual Report and Accounts. The Group has not obtained an interim
valuation for the period ended 30 June 2025. In the first half of 2025, the
Group paid contributions to defined benefit schemes of £nil (December 2024:
£1.9m).
The Shore Staff plan assets and obligations have been updated to 30 June 2025
resulting in a surplus continuing being recognised. A surplus, when calculated
on an accounting basis, is recognised when the Group can realise the economic
benefit at some point during the life of the plan or when the plan liabilities
are all settled and there are no remaining beneficiaries. Based on a review
of the plan's governing documentation, the Company has a right to a refund of
surplus assuming the gradual settlement of the plan liabilities over time
until all members have left. The Directors therefore take the view that it
is appropriate to recognise the surplus.
The most recent triennial actuarial valuation of the MNRPF scheme was as of 31
March 2023. The share of the Group in the net defined benefit obligation of
the MNRPF is 1.63% (31 December 2024: 1.63%).
During the period, nothing has been recognised within administrative expenses
relating to the Group's share of additional liabilities which have been
estimated to date (1H 2024: £nil).
The Group is potentially liable for contributions in relation to pension
schemes where sufficient contributions have not been made in the past and
where appropriate contingent liabilities have been disclosed in Note 13.
The Group has identified an obligation to settle pension contributions for a
small number of employees under legacy arrangements. While the liability is
still being assessed and cannot yet be reliably measured, the Group does not
expect this to be material.
11 Reconciliation of net borrowings
For the purposes of the cash flow statement and net borrowings, cash and cash
equivalents comprise:
Six months ended Year ended 31 December 2024
30 June 2025
£m £m
Cash at bank and in hand 60.2 86.2
Bank overdrafts (33.5) (62.4)
26.7 23.8
Net borrowings comprise interest bearing loans and borrowings less cash and
cash equivalents.
Six months ended 30 June 2025
1 January 2025 Cash flow Other Exchange 30 June 2025
non-cash * Transfers movement
£m £m £m £m £m £m
Cash and cash equivalents 23.8 5.4 - - (2.5) 26.7
Debt due within one year - (4.8) - - - (4.8)
Debt due after one year (77.4) (6.0) (0.3) - - (83.7)
Total debt (77.4) (10.8) (0.3) - - (88.5)
Lease liabilities due within one year (16.5) 11.2 5.3 (17.9) - (17.9)
Lease liabilities due after one year (37.9) - (47.7) 17.9 4.7 (63.0)
Total lease liabilities (54.4) 11.2 (42.4) - 4.7 (80.9)
Net borrowings (108.0) 5.8 (42.7) - 2.2 (142.7)
* 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.
The increase in lease liabilities was mainly due to the addition of three
newly leased vessels in Maritime Transport in 1H 2025 as the Group has been
strategically focused on enabling sustainable growth and enhancing operational
efficiency.
12 Provisions
Cost of material
litigation Warranty Other Total
£m £m £m £m
At 31 December 2024 2.2 1.3 5.0 8.5
Provided during the period 1.3 0.2 4.3 5.8
Utilised during the period (0.3) (0.5) (0.4) (1.2)
At 30 June 2025 3.2 1.0 8.9 13.1
During the period, an additional provision within the cost of litigation
category, amounting to £1.3m, was recognised. This was primarily in relation
to legal and professional fees associated with an ongoing contractual dispute.
Provisions for warranties are based on management's assessment of historical
claims, associated costs, and estimated future obligations relating to goods
and services for which a warranty has been provided to the customer.
Included within the other provisions charge for the period is £2.5m relating
to restoration costs for two newly leased vessels within Tankships. Additional
provisions raised during the period primarily relate to costs associated with
restructuring activities.
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 30 June 2025, a provision of £3.0m (31 December 2024: £3.0m) was
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. £2.3m of the liability is expected to be settled within the
year and the remaining is to be settled in more than a year (2024: one to two
years). The remaining contractual offset obligation at 30 June 2025 is £20.6m
(31 December 2024: £20.6m).
13 Commitments and contingent liabilities
13.1. Capital commitments
At 30 June 2025, capital commitments for which no provision
has been made in these accounts amounted to £6.1m (31 December 2024:
£10.6m).
13.2. 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 £24.0m (31 December 2024:
£25.2m).
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. In preparing the financial statements, judgements and estimates
were required to be made in respect of such potential regulatory matters.
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 eleven 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 period, no amounts have been
recognised in relation to these guarantees.
14 Related party transactions
There were no changes to related parties or the nature of
associated transactions from those disclosed in the Annual Report and Accounts
for the year ended 31 December 2024.
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