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2020

Half Year Results for the six months ended 30 June 2012

02 August 2012

Half Year Results for the six months ended 30 June 2012

Results for the period as anticipated. Board still expects growth in second half. Group's financial position remains strong; interim dividend again increased 15%.

2012 2011
Business Performance H1 H1
Revenue (£m) 276.1.5 251.5
Fee income (£m) 238.3 212.9
PBTA (1) (£m) 30.0 22.5
Adjusted earnings per share (2)(basic) (p) 9.80 7.21
Adjusted operating cash flow (£m) (3) 31.2 27.7
Dividend per share (p) 3.06 2.66
Profit before tax (£m) 19.9 19.1
Statutory profit before tax (£m) 19.9 19.1
Statutory earnings per share (basic) (p) 5.68 6.05

(1) PBTA is profit before tax, amortisation of acquired intangibles and transaction related costs.
(2) Adjusted earnings per share is before amortisation of acquired intangibles and transaction related costs and the related tax.
(3) Adjusted operating cash flow is before deferred consideration treated as remuneration.

Brook Land, Chairman, commenting on the results, said:

"The Group has delivered an excellent performance in the first half and remains on track to deliver good growth in the full year. We continue to invest in markets less affected by economic turbulence, whilst managing our business carefully in markets where client expenditure remains affected by economic uncertainty. This strategy has positioned us well, with over two thirds of Group profit now being earned outside Europe."

"July 2012 marked the 25th anniversary of RPS's introduction to the public markets. Over this period our growth has only been disrupted by the deep recession of the early 1990's and the recent global financial crisis. Between those two events we delivered a long period of sustained growth. The Board is confident that, as economic conditions allow, the Group's business model should enable us to produce another period of good growth".

2 August 2012

 

ENQUIRIES
RPS Group plc
Dr Alan Hearne, Chief Executive Tel: 01235 863206
Gary Young, Finance Director
College Hill
Matthew Smallwood Tel: 020 7457 2020
Justine Warren

 

RPS is an international consultancy providing advice upon the development of natural resources, land and property, the management of the environment and the health and safety of people. We have offices in the UK, Ireland, the Netherlands, the Americas and Australia/Asia Pacific and undertake projects in many other parts of the world. The Group is a constituent of both the FTSE 250 and FTSE 4 Good Indices.

 

Results

The Group's results for the first half were significantly better than in the same period in 2011. Profit (before tax, amortisation of acquired intangibles and transaction related costs) increased to £30.0 million (2011: £22.5 million). Basic earnings per share (before amortisation and transaction related costs) increased to 9.80 pence (2011: 7.21 pence).

The contribution of both segments to Group profit increased significantly:

(£m)* 2012 2011
H1 H1
Energy 19.1 14.3 +33%
Built and Natural Environment 15.7 12.6 +25%
Total 34.8 26.9 +29%

* before amortisation of acquired intangibles and transaction related costs.

Cash Flow, Funding and Dividend

Our conversion of profit into cash continued at an encouraging level and our balance sheet remains strong. After funding acquisition investment of £6.4 million in the period, net bank borrowings at 30 June were £20.5 million (31 December 2011: £23.5 million).

The bank facilities of £125 million we had in place with Lloyds Banking Group until July 2013 have been replaced early on terms the Board considers to be favourable. We now have in place a new £125 million facility until July 2016. This comprises £75 million of committed revolving credit facility, with an additional £50 million available as required. That the facility was readily available reflects the Group's excellent management of our balance sheet through the economic and financial troubles of recent years and the strong relationship we have built with Lloyds over the last two decades.

The Board remains confident about the Group's financial strength and has, once again, increased the interim dividend by 15% to 3.06 pence per share (2011: 2.66 pence) payable on 18 October 2012 to shareholders on the register on 21 September 2012.

Acquisitions

The acquisitions made in 2011 have been successfully integrated and are performing well. As planned we have built a strong position in the global oceanographic market, combining ASA and EHI with our existing activities in Australia and drawing upon our extensive contacts with offshore oil and gas operators. Our profile in technical training for the oil and gas industry increased significantly with the acquisition of Nautilus, whilst our water business in south west USA has been strengthened with the acquisition of Espey in Texas.

After the period end, we completed the acquisition of Manidis Roberts Pty Ltd. ("MR"). This significantly increases the strength of our business in Australia, particularly in New South Wales ("NSW").

MR has a strong presence in the infrastructure market in NSW, dealing with environmental issues related to water, power supply and transport projects. We believe the skills and profile of the 90 MR staff will add significantly to our presence in these markets and we will also be able to introduce them to clients in other sectors, particularly energy infrastructure, across Australia.

Full details of the MR transaction were announced on 19 July 2012. Further acquisitions are under consideration in those markets we believe to be robust.

Markets and Trading

Energy

We provide internationally recognised consultancy services to the oil and gas industries from bases in the UK, USA, Canada and Australia Asia Pacific. These act as regional centres for projects undertaken in many other countries. The first half results delivered the significant growth anticipated and a further improvement to the already strong margin:

2012 2011
H1 H1
Fee income (£m) 108.0 85.5 +26%
Profit* (£m) 19.1 14.3 +33%
Margin % 17.7 16.7

*before amortisation of acquired intangibles and transaction related costs.

Our clients' investment in conventional oil and gas exploration and production continued to grow, although pricing pressures remain. Our activity in the unconventionals market remained buoyant internationally, with a shift from gas to liquids in the USA. We experienced an encouraging uplift in activity in Australia Asia Pacific and continued to see a strong performance in North America. This was based on both domestic and international projects, including good activity levels in the Gulf of Mexico. Following last year's political disturbances, our activity in North Africa remains subdued, although prospects elsewhere in Africa continue to improve. Our activity in the Middle East has developed good prospects in Iraq.

Our training and oceanographic businesses performed well and our reputation as independent advisors to the financial services market continued to grow. The availability of technical staff has tightened in recent months and we have begun again to experience recruitment and retention issues. Nonetheless, we continue to look for a strong performance in the year as a whole.

Built and Natural Environment ("BNE")

Within these businesses we provide a wide range of consultancy services to many aspects of the property and infrastructure development and management sectors. These include: environmental assessment, the management of water resources, health and safety, risk management, town and country planning, building, landscape and urban design, surveying and transport planning. Profit in the first half improved, as did the margin:

2012 2011
H1 H1
Fee income (£m) 131.2 128.5 +2%
Profit* (£m) 15.7 12.6 +25%
Margin % 12.0 9.8

* before amortisation of acquired intangibles and transaction related costs.

Australia Asia Pacific

Our BNE business in Australia Asia Pacific produced significantly better results than in the same period in 2011, partly as a result of recovery from the floods in early 2011. We continue to benefit from the high levels of investment in the activities and associated infrastructure necessary to deliver mining, coal seam gas and associated LNG projects, particularly in Queensland. These provide the opportunity for us to deliver a wide range of services to clients. Some of the traditional gas projects offshore Western Australia have now moved into the development phase. This has reduced demand for our higher margin planning and environmental assessment advice. The second quarter also saw delays in the start up of new phases of work in a number of these major projects. We are hopeful these projects will come on stream in the second half and have taken the opportunity to fine tune the focus of our west coast activities to take advantage of this evolving market.

Outside the natural resources sector the Australian economy seems to have come under further pressure in the first half of the year, as global economic concerns have reduced consumer and business confidence. As a result, conditions in the commercial development market seem to have deteriorated a little further. Our re-positioning away from this part of the economy to public sector and energy infrastructure projects has provided us with significant protection. The acquisition of Manidis Roberts significantly strengthens our business in New South Wales, as well as increasing our penetration into those parts of Australian public sector infrastructure market likely to remain buoyant, including water, transport and power supply. Overall, the Board continues to anticipate good growth in the full year.

2012 2011
H1 H1
Fee income (£m) 47.9 42.2 +14%
Profit* (£m) 6.2 4.6 +36%
Margin % 13.0 10.9

*before amortisation of acquired intangibles and transaction related costs.

Europe

Our BNE business in Europe increased its contribution compared with the same period last year, in significant part due to a reduction in reorganisation costs. Many of our traditional commercial development clients remained cautious about investing in new capital projects. We have, instead, focussed on providing further support to those clients developing energy infrastructure, such as on and off shore windfarms, pipelines and interconnectors, power stations (nuclear, gas coal and biomass) and waste to energy plants. Investment potential is greater in this market, although the lack of a clear energy policy framework in the UK creates uncertainty for our clients and, therefore, our likely work flow.

We also provide support to our clients' operations in the water, health and safety and risk management sectors, in order to enable them to comply with legislation and regulation. We continued to see reasonable levels of activity in these markets, although some UK water clients have recently begun to reduce significantly requirements from the unexpectedly high levels experienced in 2011. Although exposed directly to eurozone uncertainty, both our Irish and Dutch businesses performed well. At the end of March, as planned, we completed the sale of the bulk of our small facilities management business in Ireland. Taking account of this, on a "like for like" basis, fee income in Europe increased a little. As a result of the renewed financial and economic uncertainty in Europe, the second half is likely to be weaker than the first, although achieving modest growth in the full year remains possible.

2012 2011
H1 H1
Fee income (£m) 83.3 86.3 (3%)
Profit* (£m) 9.5 8.0 +19%
Margin % 11.4 9.3

* before amortisation of acquired intangibles and transaction related costs.

As reported in the Group's 2011 Results, our auditor at the time indicated that it did not agree with the Group's interpretation of the accounting standard (IFRS3) in relation to deferred consideration. The RPS Board, therefore, notes with interest that the International Financial Reporting Standards Interpretations Committee (IFRIC), having considered this matter, is consulting with its counterpart in the US with a view to issuing guidance which may enable RPS to revert to its previous accounting method. The Board will consider its position when IFRIC makes its final views known. In the meantime we are required to expense deferred consideration. During the first half of 2012 this resulted in a non-cash expense of £4.7 million, which is not tax deductible. This reduced statutory profit before tax and earnings per share significantly. The MR transaction was executed in a manner which does not give rise to this treatment, whichever interpretation of IFRS3 eventually emerges.

Deferred Consideration

As reported in the Group's 2011 Results, our auditor at the time indicated that it did not agree with the Group's interpretation of the accounting standard (IFRS3) in relation to deferred consideration. The RPS Board, therefore, notes with interest that the International Financial Reporting Standards Interpretations Committee (IFRIC), having considered this matter, is consulting with its counterpart in the US with a view to issuing guidance which may enable RPS to revert to its previous accounting method. The Board will consider its position when IFRIC makes its final views known. In the meantime we are required to expense deferred consideration. During the first half of 2012 this resulted in a non-cash expense of £4.7 million, which is not tax deductible. This reduced statutory profit before tax and earnings per share significantly. The MR transaction was executed in a manner which does not give rise to this treatment, whichever interpretation of IFRS3 eventually emerges

Group Prospects

We remain on track to produce good growth in 2012. Our focus on energy and energy infrastructure markets provides the Group with a substantial underpin to its prospects. Such projects require the broad range of skills we have developed, consequently, we believe that our strategy of building multi-disciplinary businesses in each of the regions in which we operate remains attractive and achievable. We will, therefore, continue to develop our business organically in this way, whilst seeking further acquisition opportunities. Our balance sheet has the strength to continue to support both our investment strategy and an increasing dividend.

Board of Directors
RPS Group plc

2 August 2012

 

Condensed consolidated income statement

Notes Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's 2012 2011 2011
Revenue 3 276,143 251,518 528,710
Recharged expenses 3 (37,817) (38,663) (75,981)
Fee income 3 238,326 212,855 452,729
Operating profit before amortisation of acquired intangibles and transaction related costs 3,4 30,981 23,676 53,045
Amortisation of acquired intangibles and transaction related costs 4 (10,161) (3,369) (10,361)
Operating profit 20,820 20,307 42,684
Finance costs (1,059) (1,365) (2,541)
Finance income 95 170 308
Profit before tax, amortisation of acquired intangibles and transaction related costs 30,017 22,481 50,812
Profit before tax 19,856 19,112 40,451
Tax expense 5 (7,534) (5,519) (11,340)
Profit for the period attributable to equity holders of the parent 12,322 13,593 29,111
Basic earnings per share (pence) 6 5.68 6.31 13.49
Diluted earnings per share (pence) 6 5.65 6.26 13.40
Adjusted basic earnings per share (pence) 6 9.80 7.21 16.68
Adjusted diluted earnings per share (pence) 6 9.74 7.16 16.56

 

Condensed consolidated statement of comprehensive income

Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's 2012 2011 2011
Profit for the period 12,322 13,593 29,111
Exchange differences (2,634) 4,562 (811)
Tax recognised directly in equity - 188 -
Total recognised comprehensive income for the period attributable to equity holders of the parent 9,688 18,343 28,300

 

Condensed consolidated balance sheet

As at 30 June As at 30 June As at 31 December
£000's Notes 2012 2011 2011
Assets
Non-current assets
Intangible assets 320,911 331,486 329,112
Property, plant and equipment 7 29,925 29,420 30,070
Investments - 41 41
350,836 360,947 359,223
Current assets
Trade and other receivables 172,678 169,882 171,751
Cash at bank 17,909 17,855 25,989
190,587 187,737 197,740
Liabilities
Current liabilities
Borrowings 1,554 2,973 2,959
Deferred consideration 8,427 8,635 10,327
Trade and other payables 103,891 99,518 109,496
Corporation tax liabilities 3,883 2,785 3,331
Provisions 4,315 2,612 3,903
122,070 116,523 130,016
Net current assets 68,517 71,214 67,724
Non-current liabilities
Borrowings 36,822 50,690 46,554
Deferred consideration - 3,872 -
Other creditors 1,784 1,247 1,665
Deferred tax liabilities 10,053 14,586 11,594
Provisions 2,089 2,998 2,684
50,748 73,393 62,497
Net assets 368,605 358,768 364,450
Equity
Share capital 9 6,571 6,530 6,544
Share premium 105,140 102,911 103,717
Other reserves 10 39,631 49,163 43,299
Retained earnings 217,263 200,164 210,890
Total shareholders' equity 368,605 358,768 364,450

 

Condensed consolidated cash flow statement

Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's Notes 2012 2011* 2011*
Adjusted cash generated from operations 12 31,185 27,678 71,053
Deferred consideration treated as remuneration (6,214) (2,281) (3,743)
Cash generated from operations 24,971 25,397 67,310
Interest paid (908) (1,143) (2,373)
Interest received 95 170 308
Income taxes paid (9,910) (6,764) (12,781)
Net cash from operating activities 14,248 17,660 52,464
Cash flows from investing activities
Purchases of subsidiaries net of cash acquired - (11,202) (17,090)
Deferred consideration (165) (830) (5,084)
Purchase of property, plant and equipment (4,661) (3,812) (9,024)
Sale of property, plant and equipment 150 109 362
Dividends received - 256 256
Net cash used in investing activities (4,676) (15,479) (30,580)
Cash flows from financing activities
Proceeds from issue of share capital 190 102 179
Purchase of own shares (400) (356) (356)
Proceeds from/(repayments of) bank borrowings (9,050) 7,005 2,222
Payment of finance lease liabilities (579) (689) (1,410)
Dividends paid (6,325) (5,460) (11,233)
Payment of pre-acquisition dividend - - (402)
Net cash used in financing activities (16,164) 602 (11,000)
Net (decrease)/increase in cash and cash equivalents (6,592) 2,783 10,884
Cash and cash equivalents at beginning of period 24,458 13,933 13,933
Effect of exchange rate fluctuations (414) (185) (359)
Cash and cash equivalents at end of period 12 17,452 16,531 24,458
Cash and cash equivalents comprise:
Cash at bank 17,909 17,855 25,989
Bank overdraft (457) (1,324) (1,531)
Cash and cash equivalents at end of period 17,452 16,531 24,458

* see note 1

 

Consolidated statement of changes in equity

£000's Share capital Share premium Retained earnings Other reserves Total equity
Changes in equity during 2012
At 1 January 2012 6,544 103,717 210,890 43,299 364,450
Total comprehensive income for the period - - 12,322 (2,634) 9,688
Issue of new ordinary shares 27 1,423 (625) (634) 191
Purchase of own shares - - - (400) (400)
Share based payment expense - - 1,001 - 1,001
Dividends - - (6,325) - (6,325)
At 30 June 2012 6,571 105,140 217,263 39,631 368,605
Changes in equity during 2011
At 1 January 2011 6,516 101,941 190,955 45,581 344,993
Total comprehensive income for the period - - 13,781 4,562 18,343
Issue of new ordinary shares 14 970 (258) (624) 102
Share based payment expense - - - (356 (356
Expenses of issue of equity shares - - 1,146 - 1,146
Dividends - - (5,460) - (5,460))
At 30 June 2011 (see note 1) 6,530 102,911 200,164 49,163 358,768

An analysis of other reserves is provided in Note 10.

 

Notes to the condensed consolidated financial statements

1. Basis of preparation

RPS Group Plc (the "Company") is a company domiciled in England. The condensed consolidated interim financial statements of the Company for the six months ended 30 June 2012 comprise the Company and its subsidiaries (together referred to as the "Group").

The condensed interim financial statements have been prepared using accounting policies set out in the Report and Accounts 2011 and in accordance with IAS 34. They are unaudited but have been reviewed by the Company's auditor. The results for the year end 31 December 2011 and the balance sheet as at that date are abridged from the Company's Report and Accounts 2011 which have been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified, did not include a reference to any matters for which the auditors drew attention by way of emphasis without qualifying the report and did not contain statements under sections 498 (2) or (3) of the Companies Act 2006.

The condensed interim financial statements do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006.

In assessing the going concern basis, the directors considered the Group's business activities, the financial position of the Group and the Group's financial risk management objectives and policies. The directors have a reasonable expectation that the Company and Group have adequate resources to continue in operational existence for the foreseeable future and that it is, therefore, appropriate to adopt the going concern basis in preparing the Group's interim financial statements.

Restatement

As reported in the Group's Report and Accounts 2011, our auditor at that time, Ernst & Young LLP, indicated that it did not agree with the Group's interpretation of IFRS 3 "Business Combinations" in respect of deferred consideration. They advised the Group that the deferred consideration that was contingent on continuing employment should be recognised as a remuneration charge through the Consolidated Income Statement rather than be capitalised.

The Group agreed to this revised treatment of deferred consideration which impacted the results for the six months ended 30 June 2011 in the following ways:

1. In respect of 2010 acquisitions the Group has derecognised the deferred consideration payable that was previously shown in the balance sheet on the date of acquisition of subsidiaries. The value of goodwill has been reduced by a corresponding amount since deferred consideration is no longer considered part of the cost of investment;

2. For those acquisitions in 2010 and 2011 where the fair value of the net assets acquired is greater than the consideration transferred, the Group has recognised negative goodwill through the consolidated income statement; and

3. A remuneration charge has been recognised through the consolidated income statement within "amortisation of acquired intangibles and transaction related costs" and a corresponding accrual has been recognised in the balance sheet under "deferred consideration".

The Group explained the restatement of the results for the six months ended 30 June 2011 by means of an announcement to the London Stock Exchange dated 3 May 2012. This announcement details the restatement of the income statement and the segment results for the six months ended 30 June 2011 and the balance sheet at that date.

The condensed consolidated cash flow statement for the six months ended 30th June 2011 and the year ended 31st December 2011 have been restated so that deferred consideration treated as remuneration is included within cash generated from operating activities rather than cash flows from investing activities. In addition, the total comprehensive income in the condensed consolidated statement of changes in equity in this release has been restated to reflect the above.

2. Responsibility Statement

The directors confirm that, to the best of their knowledge this condensed set of financial statements has been prepared in accordance with IAS 34 and that this Interim Report includes a fair review of the information required by DTR 4.2.4R, DTR 4.2.7R and DTR 4.2.8R.

On behalf of the Board

A. S. Hearne - Chief Executive
G. R. Young - Group Finance Director

3. Business segments

Segment information is presented in respect of the Group's business segments which are reported to the Chief Operating Decision Maker, which is identified as the main Board of Directors of RPS Group Plc. The business segment reporting format reflects the Group's management and internal structure. Inter-segment pricing is determined on an 'arm's length' basis. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

As announced on 3 November 2011 the Group merged Planning and Development (UK and Ireland) and Environmental Management. The 30 June 2011 results are therefore shown below on this revised basis. The Group comprises the following business segments:

Built and Natural Environment ("BNE") - consultancy services advising on all aspects of the built and natural environment including the provision of energy infrastructure, planning and development, engineering, design and surveying, environmental assessment and management and risk management. Consulting services are provided on a regional basis in Europe and Australia Asia Pacific ("AAP").

Energy – the provision of integrated technical, commercial and project management support in the fields of geo-science, engineering and health, safety and environment on a global basis to the energy sector.

Segment results for the period ended 30 June 2012:

£000's Fees Recharged Expenses Intersegment revenue External Revenue
Built and Natural Environment
Europe 83,323 10,151 (719) 92,755
AAP 47,940 11,090 (101) 58,929
Intra BNE eliminations (104) (3) 107 -
Total BNE 131,159 21,238 (713) 151,684
Energy 108,024 16,646 (211) 124,459
Group eliminations (857) (67) 924 -
Total 238,326 37,817 - 276,143

 

£000's Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
Built and Natural Environment
Europe 9,825 (307) 9,518 (804) 8,714
APP 6,286 (56) 6,230 (2,188) 4,042
Total BNE 16,111 (363) 15,748 (2,992) 12,756
Energy 19,119 (43) 19,076 (7,169) 11,907
Total 35,230 (406) 34,824 (10,161) 24,663

Segment results for the period ended 30 June 2011:

£000's Fees Recharged expenses Intersegment revenue External revenue
Built and Natural Environment:
Europe 86,319 12,049 (763) 97,605
AAP 42,165 8,890 (334) 50,721
Intra BNE eliminations (31) - 31 -
Total BNE 128,453 20,939 (1,066) 148,326
Energy 85,503 17,882 (193) 103,192
Group eliminations (1,101) (158) 1,259 -
Total 212,855 38,663 - 251,518

 

£000's Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
Built and Natural Environment
Europe 8,978 (986) 7,992 (722) 7,270
APP 4,680 (98) 4,582 (2,068) 2,514
Total BNE 13,658 (1,084) 12,574 (2,790) 9,784
Energy 14,324 (3) 14,321 (579) 13,742
Total 27,982 (1,087) 26,895 (3,369) 23,526

Segment results for the year ended 31 December 2011:

£000's Fees Recharged expenses Intersegment revenue External revenue
Built and Natural Environment:
Europe 178,215 24,548 (1,935) 200,828
AAP 90,992 15,451 (945) 105,498
Intra BNE eliminations (89) - 89 -
Total BNE 269,118 39,999 (2,791) 306,326
Energy 186,117 36,619 (352) 222,384
Group eliminations (2,506) (637) 3,143 -
Total 452,729 75,981 - 528,710

 

£000's Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
Built and Natural Environment
Europe 18,002 (1,572) 16,430 (1,365) 15,065
APP 11,017 (103) 10,914 (4,769) 6,145
Total BNE 29,019 (1,675) 27,344 (6,134) 21,210
Energy 32,099 (77) 32,022 (4,227) 27,795
Total 61,118 (1,752) 59,366 (10,361) 49,005

Group reconciliation

£000's 30 June 2012 30 June 2011 31 Dec 2011
Revenue 276,143 251,518 528,710
Recharged expenses (37,817) (38,663) (75,981)
Fees 238,326 212,855 452,729
Underlying profit 35,230 27,982 61,118
Reorganisation costs (406) (1,087) (1,752)
Unallocated expenses (3,843) (3,219) (6,321)
Operating profit before amortisation of acquired intangibles and transaction related costs 30,981 23,676 53,045
Amortisation of acquired intangibles and transaction related costs (10,161) (3,369) (10,361)
Operating profit 20,820 20,307 42,684
Net finance costs (964) (1,195) (2,233)
Profit before tax 19,856 19,112 40,451

Total segment assets were as follows:

£000's 30 June 2012 31 December 2011
Build and Natural Environment
Europe 233,338 237,335
AAP 121,357 120,029
Total BNE 354,695 357,364
Energy 182,898 195,362
Unallocated 3,830 4,237
Total 541,423 556,963

5. Income taxes

The tax charge for the period has been calculated using an estimate of the effective annual rate of tax for each taxing jurisdiction for the full year. These rates have been applied to the pre-tax profits for each jurisdiction for the six months ended 30 June 2012. The Group has separately calculated the tax rates applicable to amortisation of intangibles and transaction related costs for the period. Tax rate changes that were substantively enacted at the balance sheet date have been factored into the calculation of the effective tax rates.

30 June 2012 30 June 2011 31 December 2011
Tax rate on PBTA 29.2% 30.8% 28.7%
Tax rate on "amortisation of acquired intangibles and transaction related costs" 12.2% 41.9% 31.4%
Tax rate on PBT 37.9% 28.9% 28.0%

6. Earnings per share

The calculations of earnings per share are based on the profit attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding during the period as shown below:

Six months
ended
30 June
Six months
ended
30 June
Year ended 31 Dec
£000's 2012 2011 2011
Profit attributable to ordinary shareholders 12,322 13,593 29,111
000's
Weighted average number of ordinary shares for the purposes of basic earnings per share 216,835 215,590 215,727
Effect of employee share schemes 1,406 1,587 1,547
Weighted average number of ordinary shares for the purposes of diluted earnings per share 218,241 217,177 217,274
Basic earning per share (pence) 5.68 6.31 13.49
Diluted earnings per share (pence) 5.65 6.26 13.40

The directors consider that earnings per share before amortisation of acquired intangibles and transaction related costs and, for the year ended 31 December 2011, the effects of the change in Australian tax law, Tax law Amendments (2010 measures No.1) Act, enacted in July 2010 provides a more meaningful measure of the Group’s performance than statutory earnings per share. The calculation of adjusted basic and diluted earnings per share is based on the weighted average number of ordinary shares during the period as shown above, the profit attributable to ordinary shareholders before the amortisation of acquired intangibles and transaction related costs and the tax thereon, and the change in Australian tax law as shown in the table below:


£000's Six months ended 30 June 2011 Six months ended 30 June 2010 Year ended 31 Dec 2010
Profit attributable to ordinary shareholders 12,322 13,593 29,111
Amortisation of acquired intangibles and transaction related costs 10,161 3,369 10,361
Tax on amortisation of acquired intangibles and transaction related costs (1,234) (1,410) (3,256)
Change in Australian tax law - - (238)
Adjusted profit attributable to ordinary shareholders 21,249 15,552 35,978
Adjusted basic earnings before per share (pence) 9.80 7.21 16.68
Adjusted diluted earnings per share (pence) 9.74 7.16 16.56

7. Property, plant and equipment

During the six months ended 30 June 2012, the Group acquired assets with a cost of £4,628,000 (six months to 30 June 2011: £4,744,000), which includes £nil acquired through business combinations (six months to 30 June 2011: £701,000). Assets with a net book value of £171,000 were disposed of during the six months ended 30 June 2012 (six months ended 30 June 2011: £204,000).

In the Netherlands the Group has a capital commitment of £1,014,000 related to the fit out of a new laboratory (30 June 2011: £nil).

8. Acquisitions

The Group did not complete any acquisitions during the first half of 2012. Since the end of the period the Group completed the acquisition of Manidis Roberts Pty Ltd (see note 13).

A reconciliation of goodwill in respect of acquisitions made in 2011 is given below:

£000s EHI TMT
Goodwill at 1 January 2012 1,509 1,669
Adjustments to opening balance sheet 232 -
Foreign exchange gains and losses (8) (15)
Goodwill at 30 June 2012 1,733 1,654

There were no accumulated impairment losses at the beginning or the end of the period.

The Group also acquired Nautilus, Espey and ASA in 2011, which each generated negative goodwill upon consolidation as a result of the accounting treatment of contingent deferred consideration adopted in 2011.

The opening balance sheets of EHI, Nautilus and TMT have now been finalised. Within EHI an additional deferred tax liability of £232,000 was recognised. No other amendments to the previously reported acquisition values have been made in respect of these acquisitions.

The Group retains commitments to pay deferred consideration to the vendors of Nautilus, EHI, TMT, Espey and ASA contingent upon their continuing employment with the Group which are recognised as employment costs over the deferred consideration period. The Group considers it probable that these deferred consideration payments will be made.

The cash commitments at 30 June 2012 in respect of contingent deferred consideration treated as remuneration that the Group expects to settle and the estimated remuneration charge for each financial year assuming exchange rates remain constant are disclosed in the table below:

£000's Cash commitment Remuneration charge
EHI 3,946 3,920
Nautilus 7,712 5,930
TMT 3,626 1,190
15,284 11,040

The balance sheet at 30 June 2012 includes, within deferred consideration current liabilities, contingent deferred consideration remuneration expense accrued but not paid totalling £4,244,000.

9. Share capital

2012 Number 000's 2012 £000's 2011 Number 000's 2011 £000's
Authorised
Ordinary shares of 3p each at 30 June 240,000 7,200 240,000 7,200
Issued and fully paid
Ordinary shares of 3p each at 1 January 218,138 6,544 217,219 6,516
Issued under employee share schemes 911 27 436 14
At 30 June 219,049 6,571 217,655 6,530

10. Other reserves

£000's Merger reserve Employee trust Translation reserve Total
Changes in equity during 2012
At 1 January 2012 21,256 (7,375) 29,418 43,299
Exchange differences - - (2,634) (2,634)
Issue of new shares - (634) - (634)
Purchase of own shares - (400) - (400)
At 30 June 2012 21,256 (8,409) 26,784 39,631
Changes in equity during 2011
At 1 January 2011 21,256 (5,904) 30,229 45,581
Exchange differences - - 4,562 4,562
Issue of new shares - (624) - (624)
Purchase of own shares - (356) - (356)
At 30 June 2011 21,256 (6,884) 34,791 49,163

11. Dividends

The following dividends were recognised as distributions to equity holders in the period:

£000's Six months ended 30 June 2012 Six months ended 30 June 2011 Year ended 31 Dec 2011
Final dividend for 2011 2.9p per share 6,325 - -
Interim dividend for 2011 2.66p per share - - 5,773
Final dividend for 2010 2.52p per share - 5,460 5,460
6,325 5,460 11,233

An interim dividend in respect of the six months ended 30 June 2012 of 3.06 pence per share, amounting to a total dividend of £6,681,000 was approved by the Directors of RPS Group Plc on 31 July 2012.These condensed consolidated interim financial statements do not reflect this dividend payable.

12. Note to the condensed consolidated cash flow statement

Six months
ended
30 June
Six months
ended
30 June
Year ended 31 Dec
£000's 2012 2011 2011
Operating profit 20,820 20,307 42,684
Adjustments for:
Depreciation 4,248 3,890 8,032
Amortisation of acquired intangibles 5,117 5,062 10,839
Loss on disposal of business 112 - -
Negative goodwill - (5,537) (9,067)
Contingent deferred consideration treated as remuneration 4,674 4,828 9,256
Share based payment expense 1,001 1,146 2,431
Loss on sale of property, plant and equipment 31 94 27
Share of profit of associates - (24) (24)
Revaluation of investment in associate - (1,490) (1,490)
36,003 28,276 62,688
Increase in trade and other receivables (1,634) (3,015) (3,924)
(Decrease)/increase in trade and other payables (3,184) 2,417 12,289
Adjusted cash generated from operations* 31,185 27,678 71,053

* Adjusted cash generated from operations is before payment of deferred consideration treated as remuneration.

The table below provides an analysis of net bank borrowings, comprising cash and cash equivalents, interest bearing bank loans and finance leases, during the six months ended 30 June 2012.

£000's At 1 January 2012 Cash flow Foreign exchange At 30 June 2012
Cash and cash equivalents 24,458 (6,592) (414) 17,452
Bank loans (45,705) 9,050 416 (36,239)
Finance lease creditor (2,276) 579 17 (1,680)
Net bank borrowings (23,523) 3,037 19 (20,467)

The cash balance includes £2,431,000 (31 December 2011: £3,304,000) that is restricted in its use.

13. Events after the balance sheet date

Since the period end the Group has acquired the entire share capital of Manidis Roberts Pty Ltd, an Australian consulting firm, for a maximum consideration of A$30.0 million (equivalent to £20.0 million, at an exchange rate of A$1.50 to £1). Consideration paid at completion was A$18.0 million (£12.0 million). Subject to certain operational conditions being met, two further sums of A$6.0 million (£4.0 million) will be paid on the first and second anniversaries of the transaction. If these operational conditions are not met, the deferred payments will not be made until the tenth anniversary of the acquisition. The deferred amounts include the payment of market rate interest.

Since this acquisition was completed on 19 July 2012, it is not practicable to provide the remaining information required by IFRS 3.

14. Principal risks and uncertainties

The nature of the principal risks and uncertainties faced by the Group have not changed significantly since the 2011 Report and Accounts was published. These risks, together with a description of the approach to mitigate them, are set out on page 9 of the 2011 Report and Accounts (available on the Group's web-site at www.rpsgroup.com) and are summarised as follows:

  • Economic environment
  • Material adverse events
  • Recruitment and retention of key personnel
  • Market position and reputation
  • Compliance and litigation
  • Business acquisitions
  • Funding
  • Health and safety

From time to time the Group receives claims from clients and suppliers. Some of these result in payments to the claimants by the Group and its insurers. The Board reviews all significant claims at each board meeting and more regularly if required. The Board is currently satisfied that the Group has sufficient provisions in its balance sheet to meet all likely uninsured liabilities, including those which have arisen for the first time in 2012.

The Board keeps under review the potential effect of economic circumstances. The continuing uncertainty in the global economic outlook inevitably increases the trading and balance sheet risks to which the Group is exposed.

15. Related party transactions

There are no significant changes in the nature and size of related party transactions for the period to those reported in the 2011 Report and Accounts.

16. Forward-looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of RPS Group plc. These statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. The continuing uncertainty in global economic outlook inevitably increases the risks to which the Group is exposed Statements in respect of the Group's performance in the year to date are based upon unaudited management accounts for the period January to June 2012. The Board considers market expectations for 2012 are best defined by taking the range of forecasts of PBTA for the full year published by analysts who consistently follow the Group. The current range of forecasts of which the Board is aware is £58.4 to £60.1 million. Nothing in this announcement should be construed as a profit forecast.

17. Publication

A copy of this announcement will be posted on the Company's website at www.rpsgroup.com.

INDEPENDENT REVIEW REPORT TO RPS GROUP PLC

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2012, which comprises the Condensed consolidated income statement, the Condensed consolidated statement of comprehensive income, the Condensed consolidated balance sheet, the Condensed consolidated cash flow statement, the Condensed consolidated statement of changes in equity and the related notes 1 to 17. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 ";Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review 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 formed.

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 Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

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

Our Responsibility

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

Scope of Review

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

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2012 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

Deloitte LLP
Chartered Accountants and Statutory Auditor
Reading, United Kingdom

 

2019

Half Year Results for the six months ended 30 June 2012

02 August 2012

Half Year Results for the six months ended 30 June 2012

Results for the period as anticipated. Board still expects growth in second half. Group's financial position remains strong; interim dividend again increased 15%.

2012 2011
Business Performance H1 H1
Revenue (£m) 276.1.5 251.5
Fee income (£m) 238.3 212.9
PBTA (1) (£m) 30.0 22.5
Adjusted earnings per share (2)(basic) (p) 9.80 7.21
Adjusted operating cash flow (£m) (3) 31.2 27.7
Dividend per share (p) 3.06 2.66
Profit before tax (£m) 19.9 19.1
Statutory profit before tax (£m) 19.9 19.1
Statutory earnings per share (basic) (p) 5.68 6.05

(1) PBTA is profit before tax, amortisation of acquired intangibles and transaction related costs.
(2) Adjusted earnings per share is before amortisation of acquired intangibles and transaction related costs and the related tax.
(3) Adjusted operating cash flow is before deferred consideration treated as remuneration.

Brook Land, Chairman, commenting on the results, said:

"The Group has delivered an excellent performance in the first half and remains on track to deliver good growth in the full year. We continue to invest in markets less affected by economic turbulence, whilst managing our business carefully in markets where client expenditure remains affected by economic uncertainty. This strategy has positioned us well, with over two thirds of Group profit now being earned outside Europe."

"July 2012 marked the 25th anniversary of RPS's introduction to the public markets. Over this period our growth has only been disrupted by the deep recession of the early 1990's and the recent global financial crisis. Between those two events we delivered a long period of sustained growth. The Board is confident that, as economic conditions allow, the Group's business model should enable us to produce another period of good growth".

2 August 2012

 

ENQUIRIES
RPS Group plc
Dr Alan Hearne, Chief Executive Tel: 01235 863206
Gary Young, Finance Director
College Hill
Matthew Smallwood Tel: 020 7457 2020
Justine Warren

 

RPS is an international consultancy providing advice upon the development of natural resources, land and property, the management of the environment and the health and safety of people. We have offices in the UK, Ireland, the Netherlands, the Americas and Australia/Asia Pacific and undertake projects in many other parts of the world. The Group is a constituent of both the FTSE 250 and FTSE 4 Good Indices.

 

Results

The Group's results for the first half were significantly better than in the same period in 2011. Profit (before tax, amortisation of acquired intangibles and transaction related costs) increased to £30.0 million (2011: £22.5 million). Basic earnings per share (before amortisation and transaction related costs) increased to 9.80 pence (2011: 7.21 pence).

The contribution of both segments to Group profit increased significantly:

(£m)* 2012 2011
H1 H1
Energy 19.1 14.3 +33%
Built and Natural Environment 15.7 12.6 +25%
Total 34.8 26.9 +29%

* before amortisation of acquired intangibles and transaction related costs.

Cash Flow, Funding and Dividend

Our conversion of profit into cash continued at an encouraging level and our balance sheet remains strong. After funding acquisition investment of £6.4 million in the period, net bank borrowings at 30 June were £20.5 million (31 December 2011: £23.5 million).

The bank facilities of £125 million we had in place with Lloyds Banking Group until July 2013 have been replaced early on terms the Board considers to be favourable. We now have in place a new £125 million facility until July 2016. This comprises £75 million of committed revolving credit facility, with an additional £50 million available as required. That the facility was readily available reflects the Group's excellent management of our balance sheet through the economic and financial troubles of recent years and the strong relationship we have built with Lloyds over the last two decades.

The Board remains confident about the Group's financial strength and has, once again, increased the interim dividend by 15% to 3.06 pence per share (2011: 2.66 pence) payable on 18 October 2012 to shareholders on the register on 21 September 2012.

Acquisitions

The acquisitions made in 2011 have been successfully integrated and are performing well. As planned we have built a strong position in the global oceanographic market, combining ASA and EHI with our existing activities in Australia and drawing upon our extensive contacts with offshore oil and gas operators. Our profile in technical training for the oil and gas industry increased significantly with the acquisition of Nautilus, whilst our water business in south west USA has been strengthened with the acquisition of Espey in Texas.

After the period end, we completed the acquisition of Manidis Roberts Pty Ltd. ("MR"). This significantly increases the strength of our business in Australia, particularly in New South Wales ("NSW").

MR has a strong presence in the infrastructure market in NSW, dealing with environmental issues related to water, power supply and transport projects. We believe the skills and profile of the 90 MR staff will add significantly to our presence in these markets and we will also be able to introduce them to clients in other sectors, particularly energy infrastructure, across Australia.

Full details of the MR transaction were announced on 19 July 2012. Further acquisitions are under consideration in those markets we believe to be robust.

Markets and Trading

Energy

We provide internationally recognised consultancy services to the oil and gas industries from bases in the UK, USA, Canada and Australia Asia Pacific. These act as regional centres for projects undertaken in many other countries. The first half results delivered the significant growth anticipated and a further improvement to the already strong margin:

2012 2011
H1 H1
Fee income (£m) 108.0 85.5 +26%
Profit* (£m) 19.1 14.3 +33%
Margin % 17.7 16.7

*before amortisation of acquired intangibles and transaction related costs.

Our clients' investment in conventional oil and gas exploration and production continued to grow, although pricing pressures remain. Our activity in the unconventionals market remained buoyant internationally, with a shift from gas to liquids in the USA. We experienced an encouraging uplift in activity in Australia Asia Pacific and continued to see a strong performance in North America. This was based on both domestic and international projects, including good activity levels in the Gulf of Mexico. Following last year's political disturbances, our activity in North Africa remains subdued, although prospects elsewhere in Africa continue to improve. Our activity in the Middle East has developed good prospects in Iraq.

Our training and oceanographic businesses performed well and our reputation as independent advisors to the financial services market continued to grow. The availability of technical staff has tightened in recent months and we have begun again to experience recruitment and retention issues. Nonetheless, we continue to look for a strong performance in the year as a whole.

Built and Natural Environment ("BNE")

Within these businesses we provide a wide range of consultancy services to many aspects of the property and infrastructure development and management sectors. These include: environmental assessment, the management of water resources, health and safety, risk management, town and country planning, building, landscape and urban design, surveying and transport planning. Profit in the first half improved, as did the margin:

2012 2011
H1 H1
Fee income (£m) 131.2 128.5 +2%
Profit* (£m) 15.7 12.6 +25%
Margin % 12.0 9.8

* before amortisation of acquired intangibles and transaction related costs.

Australia Asia Pacific

Our BNE business in Australia Asia Pacific produced significantly better results than in the same period in 2011, partly as a result of recovery from the floods in early 2011. We continue to benefit from the high levels of investment in the activities and associated infrastructure necessary to deliver mining, coal seam gas and associated LNG projects, particularly in Queensland. These provide the opportunity for us to deliver a wide range of services to clients. Some of the traditional gas projects offshore Western Australia have now moved into the development phase. This has reduced demand for our higher margin planning and environmental assessment advice. The second quarter also saw delays in the start up of new phases of work in a number of these major projects. We are hopeful these projects will come on stream in the second half and have taken the opportunity to fine tune the focus of our west coast activities to take advantage of this evolving market.

Outside the natural resources sector the Australian economy seems to have come under further pressure in the first half of the year, as global economic concerns have reduced consumer and business confidence. As a result, conditions in the commercial development market seem to have deteriorated a little further. Our re-positioning away from this part of the economy to public sector and energy infrastructure projects has provided us with significant protection. The acquisition of Manidis Roberts significantly strengthens our business in New South Wales, as well as increasing our penetration into those parts of Australian public sector infrastructure market likely to remain buoyant, including water, transport and power supply. Overall, the Board continues to anticipate good growth in the full year.

2012 2011
H1 H1
Fee income (£m) 47.9 42.2 +14%
Profit* (£m) 6.2 4.6 +36%
Margin % 13.0 10.9

*before amortisation of acquired intangibles and transaction related costs.

Europe

Our BNE business in Europe increased its contribution compared with the same period last year, in significant part due to a reduction in reorganisation costs. Many of our traditional commercial development clients remained cautious about investing in new capital projects. We have, instead, focussed on providing further support to those clients developing energy infrastructure, such as on and off shore windfarms, pipelines and interconnectors, power stations (nuclear, gas coal and biomass) and waste to energy plants. Investment potential is greater in this market, although the lack of a clear energy policy framework in the UK creates uncertainty for our clients and, therefore, our likely work flow.

We also provide support to our clients' operations in the water, health and safety and risk management sectors, in order to enable them to comply with legislation and regulation. We continued to see reasonable levels of activity in these markets, although some UK water clients have recently begun to reduce significantly requirements from the unexpectedly high levels experienced in 2011. Although exposed directly to eurozone uncertainty, both our Irish and Dutch businesses performed well. At the end of March, as planned, we completed the sale of the bulk of our small facilities management business in Ireland. Taking account of this, on a "like for like" basis, fee income in Europe increased a little. As a result of the renewed financial and economic uncertainty in Europe, the second half is likely to be weaker than the first, although achieving modest growth in the full year remains possible.

2012 2011
H1 H1
Fee income (£m) 83.3 86.3 (3%)
Profit* (£m) 9.5 8.0 +19%
Margin % 11.4 9.3

* before amortisation of acquired intangibles and transaction related costs.

As reported in the Group's 2011 Results, our auditor at the time indicated that it did not agree with the Group's interpretation of the accounting standard (IFRS3) in relation to deferred consideration. The RPS Board, therefore, notes with interest that the International Financial Reporting Standards Interpretations Committee (IFRIC), having considered this matter, is consulting with its counterpart in the US with a view to issuing guidance which may enable RPS to revert to its previous accounting method. The Board will consider its position when IFRIC makes its final views known. In the meantime we are required to expense deferred consideration. During the first half of 2012 this resulted in a non-cash expense of £4.7 million, which is not tax deductible. This reduced statutory profit before tax and earnings per share significantly. The MR transaction was executed in a manner which does not give rise to this treatment, whichever interpretation of IFRS3 eventually emerges.

Deferred Consideration

As reported in the Group's 2011 Results, our auditor at the time indicated that it did not agree with the Group's interpretation of the accounting standard (IFRS3) in relation to deferred consideration. The RPS Board, therefore, notes with interest that the International Financial Reporting Standards Interpretations Committee (IFRIC), having considered this matter, is consulting with its counterpart in the US with a view to issuing guidance which may enable RPS to revert to its previous accounting method. The Board will consider its position when IFRIC makes its final views known. In the meantime we are required to expense deferred consideration. During the first half of 2012 this resulted in a non-cash expense of £4.7 million, which is not tax deductible. This reduced statutory profit before tax and earnings per share significantly. The MR transaction was executed in a manner which does not give rise to this treatment, whichever interpretation of IFRS3 eventually emerges

Group Prospects

We remain on track to produce good growth in 2012. Our focus on energy and energy infrastructure markets provides the Group with a substantial underpin to its prospects. Such projects require the broad range of skills we have developed, consequently, we believe that our strategy of building multi-disciplinary businesses in each of the regions in which we operate remains attractive and achievable. We will, therefore, continue to develop our business organically in this way, whilst seeking further acquisition opportunities. Our balance sheet has the strength to continue to support both our investment strategy and an increasing dividend.

Board of Directors
RPS Group plc

2 August 2012

 

Condensed consolidated income statement

Notes Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's 2012 2011 2011
Revenue 3 276,143 251,518 528,710
Recharged expenses 3 (37,817) (38,663) (75,981)
Fee income 3 238,326 212,855 452,729
Operating profit before amortisation of acquired intangibles and transaction related costs 3,4 30,981 23,676 53,045
Amortisation of acquired intangibles and transaction related costs 4 (10,161) (3,369) (10,361)
Operating profit 20,820 20,307 42,684
Finance costs (1,059) (1,365) (2,541)
Finance income 95 170 308
Profit before tax, amortisation of acquired intangibles and transaction related costs 30,017 22,481 50,812
Profit before tax 19,856 19,112 40,451
Tax expense 5 (7,534) (5,519) (11,340)
Profit for the period attributable to equity holders of the parent 12,322 13,593 29,111
Basic earnings per share (pence) 6 5.68 6.31 13.49
Diluted earnings per share (pence) 6 5.65 6.26 13.40
Adjusted basic earnings per share (pence) 6 9.80 7.21 16.68
Adjusted diluted earnings per share (pence) 6 9.74 7.16 16.56

 

Condensed consolidated statement of comprehensive income

Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's 2012 2011 2011
Profit for the period 12,322 13,593 29,111
Exchange differences (2,634) 4,562 (811)
Tax recognised directly in equity - 188 -
Total recognised comprehensive income for the period attributable to equity holders of the parent 9,688 18,343 28,300

 

Condensed consolidated balance sheet

As at 30 June As at 30 June As at 31 December
£000's Notes 2012 2011 2011
Assets
Non-current assets
Intangible assets 320,911 331,486 329,112
Property, plant and equipment 7 29,925 29,420 30,070
Investments - 41 41
350,836 360,947 359,223
Current assets
Trade and other receivables 172,678 169,882 171,751
Cash at bank 17,909 17,855 25,989
190,587 187,737 197,740
Liabilities
Current liabilities
Borrowings 1,554 2,973 2,959
Deferred consideration 8,427 8,635 10,327
Trade and other payables 103,891 99,518 109,496
Corporation tax liabilities 3,883 2,785 3,331
Provisions 4,315 2,612 3,903
122,070 116,523 130,016
Net current assets 68,517 71,214 67,724
Non-current liabilities
Borrowings 36,822 50,690 46,554
Deferred consideration - 3,872 -
Other creditors 1,784 1,247 1,665
Deferred tax liabilities 10,053 14,586 11,594
Provisions 2,089 2,998 2,684
50,748 73,393 62,497
Net assets 368,605 358,768 364,450
Equity
Share capital 9 6,571 6,530 6,544
Share premium 105,140 102,911 103,717
Other reserves 10 39,631 49,163 43,299
Retained earnings 217,263 200,164 210,890
Total shareholders' equity 368,605 358,768 364,450

 

Condensed consolidated cash flow statement

Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's Notes 2012 2011* 2011*
Adjusted cash generated from operations 12 31,185 27,678 71,053
Deferred consideration treated as remuneration (6,214) (2,281) (3,743)
Cash generated from operations 24,971 25,397 67,310
Interest paid (908) (1,143) (2,373)
Interest received 95 170 308
Income taxes paid (9,910) (6,764) (12,781)
Net cash from operating activities 14,248 17,660 52,464
Cash flows from investing activities
Purchases of subsidiaries net of cash acquired - (11,202) (17,090)
Deferred consideration (165) (830) (5,084)
Purchase of property, plant and equipment (4,661) (3,812) (9,024)
Sale of property, plant and equipment 150 109 362
Dividends received - 256 256
Net cash used in investing activities (4,676) (15,479) (30,580)
Cash flows from financing activities
Proceeds from issue of share capital 190 102 179
Purchase of own shares (400) (356) (356)
Proceeds from/(repayments of) bank borrowings (9,050) 7,005 2,222
Payment of finance lease liabilities (579) (689) (1,410)
Dividends paid (6,325) (5,460) (11,233)
Payment of pre-acquisition dividend - - (402)
Net cash used in financing activities (16,164) 602 (11,000)
Net (decrease)/increase in cash and cash equivalents (6,592) 2,783 10,884
Cash and cash equivalents at beginning of period 24,458 13,933 13,933
Effect of exchange rate fluctuations (414) (185) (359)
Cash and cash equivalents at end of period 12 17,452 16,531 24,458
Cash and cash equivalents comprise:
Cash at bank 17,909 17,855 25,989
Bank overdraft (457) (1,324) (1,531)
Cash and cash equivalents at end of period 17,452 16,531 24,458

* see note 1

 

Consolidated statement of changes in equity

£000's Share capital Share premium Retained earnings Other reserves Total equity
Changes in equity during 2012
At 1 January 2012 6,544 103,717 210,890 43,299 364,450
Total comprehensive income for the period - - 12,322 (2,634) 9,688
Issue of new ordinary shares 27 1,423 (625) (634) 191
Purchase of own shares - - - (400) (400)
Share based payment expense - - 1,001 - 1,001
Dividends - - (6,325) - (6,325)
At 30 June 2012 6,571 105,140 217,263 39,631 368,605
Changes in equity during 2011
At 1 January 2011 6,516 101,941 190,955 45,581 344,993
Total comprehensive income for the period - - 13,781 4,562 18,343
Issue of new ordinary shares 14 970 (258) (624) 102
Share based payment expense - - - (356 (356
Expenses of issue of equity shares - - 1,146 - 1,146
Dividends - - (5,460) - (5,460))
At 30 June 2011 (see note 1) 6,530 102,911 200,164 49,163 358,768

An analysis of other reserves is provided in Note 10.

 

Notes to the condensed consolidated financial statements

1. Basis of preparation

RPS Group Plc (the "Company") is a company domiciled in England. The condensed consolidated interim financial statements of the Company for the six months ended 30 June 2012 comprise the Company and its subsidiaries (together referred to as the "Group").

The condensed interim financial statements have been prepared using accounting policies set out in the Report and Accounts 2011 and in accordance with IAS 34. They are unaudited but have been reviewed by the Company's auditor. The results for the year end 31 December 2011 and the balance sheet as at that date are abridged from the Company's Report and Accounts 2011 which have been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified, did not include a reference to any matters for which the auditors drew attention by way of emphasis without qualifying the report and did not contain statements under sections 498 (2) or (3) of the Companies Act 2006.

The condensed interim financial statements do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006.

In assessing the going concern basis, the directors considered the Group's business activities, the financial position of the Group and the Group's financial risk management objectives and policies. The directors have a reasonable expectation that the Company and Group have adequate resources to continue in operational existence for the foreseeable future and that it is, therefore, appropriate to adopt the going concern basis in preparing the Group's interim financial statements.

Restatement

As reported in the Group's Report and Accounts 2011, our auditor at that time, Ernst & Young LLP, indicated that it did not agree with the Group's interpretation of IFRS 3 "Business Combinations" in respect of deferred consideration. They advised the Group that the deferred consideration that was contingent on continuing employment should be recognised as a remuneration charge through the Consolidated Income Statement rather than be capitalised.

The Group agreed to this revised treatment of deferred consideration which impacted the results for the six months ended 30 June 2011 in the following ways:

1. In respect of 2010 acquisitions the Group has derecognised the deferred consideration payable that was previously shown in the balance sheet on the date of acquisition of subsidiaries. The value of goodwill has been reduced by a corresponding amount since deferred consideration is no longer considered part of the cost of investment;

2. For those acquisitions in 2010 and 2011 where the fair value of the net assets acquired is greater than the consideration transferred, the Group has recognised negative goodwill through the consolidated income statement; and

3. A remuneration charge has been recognised through the consolidated income statement within "amortisation of acquired intangibles and transaction related costs" and a corresponding accrual has been recognised in the balance sheet under "deferred consideration".

The Group explained the restatement of the results for the six months ended 30 June 2011 by means of an announcement to the London Stock Exchange dated 3 May 2012. This announcement details the restatement of the income statement and the segment results for the six months ended 30 June 2011 and the balance sheet at that date.

The condensed consolidated cash flow statement for the six months ended 30th June 2011 and the year ended 31st December 2011 have been restated so that deferred consideration treated as remuneration is included within cash generated from operating activities rather than cash flows from investing activities. In addition, the total comprehensive income in the condensed consolidated statement of changes in equity in this release has been restated to reflect the above.

2. Responsibility Statement

The directors confirm that, to the best of their knowledge this condensed set of financial statements has been prepared in accordance with IAS 34 and that this Interim Report includes a fair review of the information required by DTR 4.2.4R, DTR 4.2.7R and DTR 4.2.8R.

On behalf of the Board

A. S. Hearne - Chief Executive
G. R. Young - Group Finance Director

3. Business segments

Segment information is presented in respect of the Group's business segments which are reported to the Chief Operating Decision Maker, which is identified as the main Board of Directors of RPS Group Plc. The business segment reporting format reflects the Group's management and internal structure. Inter-segment pricing is determined on an 'arm's length' basis. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

As announced on 3 November 2011 the Group merged Planning and Development (UK and Ireland) and Environmental Management. The 30 June 2011 results are therefore shown below on this revised basis. The Group comprises the following business segments:

Built and Natural Environment ("BNE") - consultancy services advising on all aspects of the built and natural environment including the provision of energy infrastructure, planning and development, engineering, design and surveying, environmental assessment and management and risk management. Consulting services are provided on a regional basis in Europe and Australia Asia Pacific ("AAP").

Energy – the provision of integrated technical, commercial and project management support in the fields of geo-science, engineering and health, safety and environment on a global basis to the energy sector.

Segment results for the period ended 30 June 2012:

£000's Fees Recharged Expenses Intersegment revenue External Revenue
Built and Natural Environment
Europe 83,323 10,151 (719) 92,755
AAP 47,940 11,090 (101) 58,929
Intra BNE eliminations (104) (3) 107 -
Total BNE 131,159 21,238 (713) 151,684
Energy 108,024 16,646 (211) 124,459
Group eliminations (857) (67) 924 -
Total 238,326 37,817 - 276,143

 

£000's Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
Built and Natural Environment
Europe 9,825 (307) 9,518 (804) 8,714
APP 6,286 (56) 6,230 (2,188) 4,042
Total BNE 16,111 (363) 15,748 (2,992) 12,756
Energy 19,119 (43) 19,076 (7,169) 11,907
Total 35,230 (406) 34,824 (10,161) 24,663

Segment results for the period ended 30 June 2011:

£000's Fees Recharged expenses Intersegment revenue External revenue
Built and Natural Environment:
Europe 86,319 12,049 (763) 97,605
AAP 42,165 8,890 (334) 50,721
Intra BNE eliminations (31) - 31 -
Total BNE 128,453 20,939 (1,066) 148,326
Energy 85,503 17,882 (193) 103,192
Group eliminations (1,101) (158) 1,259 -
Total 212,855 38,663 - 251,518

 

£000's Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
Built and Natural Environment
Europe 8,978 (986) 7,992 (722) 7,270
APP 4,680 (98) 4,582 (2,068) 2,514
Total BNE 13,658 (1,084) 12,574 (2,790) 9,784
Energy 14,324 (3) 14,321 (579) 13,742
Total 27,982 (1,087) 26,895 (3,369) 23,526

Segment results for the year ended 31 December 2011:

£000's Fees Recharged expenses Intersegment revenue External revenue
Built and Natural Environment:
Europe 178,215 24,548 (1,935) 200,828
AAP 90,992 15,451 (945) 105,498
Intra BNE eliminations (89) - 89 -
Total BNE 269,118 39,999 (2,791) 306,326
Energy 186,117 36,619 (352) 222,384
Group eliminations (2,506) (637) 3,143 -
Total 452,729 75,981 - 528,710

 

£000's Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
Built and Natural Environment
Europe 18,002 (1,572) 16,430 (1,365) 15,065
APP 11,017 (103) 10,914 (4,769) 6,145
Total BNE 29,019 (1,675) 27,344 (6,134) 21,210
Energy 32,099 (77) 32,022 (4,227) 27,795
Total 61,118 (1,752) 59,366 (10,361) 49,005

Group reconciliation

£000's 30 June 2012 30 June 2011 31 Dec 2011
Revenue 276,143 251,518 528,710
Recharged expenses (37,817) (38,663) (75,981)
Fees 238,326 212,855 452,729
Underlying profit 35,230 27,982 61,118
Reorganisation costs (406) (1,087) (1,752)
Unallocated expenses (3,843) (3,219) (6,321)
Operating profit before amortisation of acquired intangibles and transaction related costs 30,981 23,676 53,045
Amortisation of acquired intangibles and transaction related costs (10,161) (3,369) (10,361)
Operating profit 20,820 20,307 42,684
Net finance costs (964) (1,195) (2,233)
Profit before tax 19,856 19,112 40,451

Total segment assets were as follows:

£000's 30 June 2012 31 December 2011
Build and Natural Environment
Europe 233,338 237,335
AAP 121,357 120,029
Total BNE 354,695 357,364
Energy 182,898 195,362
Unallocated 3,830 4,237
Total 541,423 556,963

5. Income taxes

The tax charge for the period has been calculated using an estimate of the effective annual rate of tax for each taxing jurisdiction for the full year. These rates have been applied to the pre-tax profits for each jurisdiction for the six months ended 30 June 2012. The Group has separately calculated the tax rates applicable to amortisation of intangibles and transaction related costs for the period. Tax rate changes that were substantively enacted at the balance sheet date have been factored into the calculation of the effective tax rates.

30 June 2012 30 June 2011 31 December 2011
Tax rate on PBTA 29.2% 30.8% 28.7%
Tax rate on "amortisation of acquired intangibles and transaction related costs" 12.2% 41.9% 31.4%
Tax rate on PBT 37.9% 28.9% 28.0%

6. Earnings per share

The calculations of earnings per share are based on the profit attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding during the period as shown below:

Six months
ended
30 June
Six months
ended
30 June
Year ended 31 Dec
£000's 2012 2011 2011
Profit attributable to ordinary shareholders 12,322 13,593 29,111
000's
Weighted average number of ordinary shares for the purposes of basic earnings per share 216,835 215,590 215,727
Effect of employee share schemes 1,406 1,587 1,547
Weighted average number of ordinary shares for the purposes of diluted earnings per share 218,241 217,177 217,274
Basic earning per share (pence) 5.68 6.31 13.49
Diluted earnings per share (pence) 5.65 6.26 13.40

The directors consider that earnings per share before amortisation of acquired intangibles and transaction related costs and, for the year ended 31 December 2011, the effects of the change in Australian tax law, Tax law Amendments (2010 measures No.1) Act, enacted in July 2010 provides a more meaningful measure of the Group’s performance than statutory earnings per share. The calculation of adjusted basic and diluted earnings per share is based on the weighted average number of ordinary shares during the period as shown above, the profit attributable to ordinary shareholders before the amortisation of acquired intangibles and transaction related costs and the tax thereon, and the change in Australian tax law as shown in the table below:


£000's Six months ended 30 June 2011 Six months ended 30 June 2010 Year ended 31 Dec 2010
Profit attributable to ordinary shareholders 12,322 13,593 29,111
Amortisation of acquired intangibles and transaction related costs 10,161 3,369 10,361
Tax on amortisation of acquired intangibles and transaction related costs (1,234) (1,410) (3,256)
Change in Australian tax law - - (238)
Adjusted profit attributable to ordinary shareholders 21,249 15,552 35,978
Adjusted basic earnings before per share (pence) 9.80 7.21 16.68
Adjusted diluted earnings per share (pence) 9.74 7.16 16.56

7. Property, plant and equipment

During the six months ended 30 June 2012, the Group acquired assets with a cost of £4,628,000 (six months to 30 June 2011: £4,744,000), which includes £nil acquired through business combinations (six months to 30 June 2011: £701,000). Assets with a net book value of £171,000 were disposed of during the six months ended 30 June 2012 (six months ended 30 June 2011: £204,000).

In the Netherlands the Group has a capital commitment of £1,014,000 related to the fit out of a new laboratory (30 June 2011: £nil).

8. Acquisitions

The Group did not complete any acquisitions during the first half of 2012. Since the end of the period the Group completed the acquisition of Manidis Roberts Pty Ltd (see note 13).

A reconciliation of goodwill in respect of acquisitions made in 2011 is given below:

£000s EHI TMT
Goodwill at 1 January 2012 1,509 1,669
Adjustments to opening balance sheet 232 -
Foreign exchange gains and losses (8) (15)
Goodwill at 30 June 2012 1,733 1,654

There were no accumulated impairment losses at the beginning or the end of the period.

The Group also acquired Nautilus, Espey and ASA in 2011, which each generated negative goodwill upon consolidation as a result of the accounting treatment of contingent deferred consideration adopted in 2011.

The opening balance sheets of EHI, Nautilus and TMT have now been finalised. Within EHI an additional deferred tax liability of £232,000 was recognised. No other amendments to the previously reported acquisition values have been made in respect of these acquisitions.

The Group retains commitments to pay deferred consideration to the vendors of Nautilus, EHI, TMT, Espey and ASA contingent upon their continuing employment with the Group which are recognised as employment costs over the deferred consideration period. The Group considers it probable that these deferred consideration payments will be made.

The cash commitments at 30 June 2012 in respect of contingent deferred consideration treated as remuneration that the Group expects to settle and the estimated remuneration charge for each financial year assuming exchange rates remain constant are disclosed in the table below:

£000's Cash commitment Remuneration charge
EHI 3,946 3,920
Nautilus 7,712 5,930
TMT 3,626 1,190
15,284 11,040

The balance sheet at 30 June 2012 includes, within deferred consideration current liabilities, contingent deferred consideration remuneration expense accrued but not paid totalling £4,244,000.

9. Share capital

2012 Number 000's 2012 £000's 2011 Number 000's 2011 £000's
Authorised
Ordinary shares of 3p each at 30 June 240,000 7,200 240,000 7,200
Issued and fully paid
Ordinary shares of 3p each at 1 January 218,138 6,544 217,219 6,516
Issued under employee share schemes 911 27 436 14
At 30 June 219,049 6,571 217,655 6,530

10. Other reserves

£000's Merger reserve Employee trust Translation reserve Total
Changes in equity during 2012
At 1 January 2012 21,256 (7,375) 29,418 43,299
Exchange differences - - (2,634) (2,634)
Issue of new shares - (634) - (634)
Purchase of own shares - (400) - (400)
At 30 June 2012 21,256 (8,409) 26,784 39,631
Changes in equity during 2011
At 1 January 2011 21,256 (5,904) 30,229 45,581
Exchange differences - - 4,562 4,562
Issue of new shares - (624) - (624)
Purchase of own shares - (356) - (356)
At 30 June 2011 21,256 (6,884) 34,791 49,163

11. Dividends

The following dividends were recognised as distributions to equity holders in the period:

£000's Six months ended 30 June 2012 Six months ended 30 June 2011 Year ended 31 Dec 2011
Final dividend for 2011 2.9p per share 6,325 - -
Interim dividend for 2011 2.66p per share - - 5,773
Final dividend for 2010 2.52p per share - 5,460 5,460
6,325 5,460 11,233

An interim dividend in respect of the six months ended 30 June 2012 of 3.06 pence per share, amounting to a total dividend of £6,681,000 was approved by the Directors of RPS Group Plc on 31 July 2012.These condensed consolidated interim financial statements do not reflect this dividend payable.

12. Note to the condensed consolidated cash flow statement

Six months
ended
30 June
Six months
ended
30 June
Year ended 31 Dec
£000's 2012 2011 2011
Operating profit 20,820 20,307 42,684
Adjustments for:
Depreciation 4,248 3,890 8,032
Amortisation of acquired intangibles 5,117 5,062 10,839
Loss on disposal of business 112 - -
Negative goodwill - (5,537) (9,067)
Contingent deferred consideration treated as remuneration 4,674 4,828 9,256
Share based payment expense 1,001 1,146 2,431
Loss on sale of property, plant and equipment 31 94 27
Share of profit of associates - (24) (24)
Revaluation of investment in associate - (1,490) (1,490)
36,003 28,276 62,688
Increase in trade and other receivables (1,634) (3,015) (3,924)
(Decrease)/increase in trade and other payables (3,184) 2,417 12,289
Adjusted cash generated from operations* 31,185 27,678 71,053

* Adjusted cash generated from operations is before payment of deferred consideration treated as remuneration.

The table below provides an analysis of net bank borrowings, comprising cash and cash equivalents, interest bearing bank loans and finance leases, during the six months ended 30 June 2012.

£000's At 1 January 2012 Cash flow Foreign exchange At 30 June 2012
Cash and cash equivalents 24,458 (6,592) (414) 17,452
Bank loans (45,705) 9,050 416 (36,239)
Finance lease creditor (2,276) 579 17 (1,680)
Net bank borrowings (23,523) 3,037 19 (20,467)

The cash balance includes £2,431,000 (31 December 2011: £3,304,000) that is restricted in its use.

13. Events after the balance sheet date

Since the period end the Group has acquired the entire share capital of Manidis Roberts Pty Ltd, an Australian consulting firm, for a maximum consideration of A$30.0 million (equivalent to £20.0 million, at an exchange rate of A$1.50 to £1). Consideration paid at completion was A$18.0 million (£12.0 million). Subject to certain operational conditions being met, two further sums of A$6.0 million (£4.0 million) will be paid on the first and second anniversaries of the transaction. If these operational conditions are not met, the deferred payments will not be made until the tenth anniversary of the acquisition. The deferred amounts include the payment of market rate interest.

Since this acquisition was completed on 19 July 2012, it is not practicable to provide the remaining information required by IFRS 3.

14. Principal risks and uncertainties

The nature of the principal risks and uncertainties faced by the Group have not changed significantly since the 2011 Report and Accounts was published. These risks, together with a description of the approach to mitigate them, are set out on page 9 of the 2011 Report and Accounts (available on the Group's web-site at www.rpsgroup.com) and are summarised as follows:

  • Economic environment
  • Material adverse events
  • Recruitment and retention of key personnel
  • Market position and reputation
  • Compliance and litigation
  • Business acquisitions
  • Funding
  • Health and safety

From time to time the Group receives claims from clients and suppliers. Some of these result in payments to the claimants by the Group and its insurers. The Board reviews all significant claims at each board meeting and more regularly if required. The Board is currently satisfied that the Group has sufficient provisions in its balance sheet to meet all likely uninsured liabilities, including those which have arisen for the first time in 2012.

The Board keeps under review the potential effect of economic circumstances. The continuing uncertainty in the global economic outlook inevitably increases the trading and balance sheet risks to which the Group is exposed.

15. Related party transactions

There are no significant changes in the nature and size of related party transactions for the period to those reported in the 2011 Report and Accounts.

16. Forward-looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of RPS Group plc. These statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. The continuing uncertainty in global economic outlook inevitably increases the risks to which the Group is exposed Statements in respect of the Group's performance in the year to date are based upon unaudited management accounts for the period January to June 2012. The Board considers market expectations for 2012 are best defined by taking the range of forecasts of PBTA for the full year published by analysts who consistently follow the Group. The current range of forecasts of which the Board is aware is £58.4 to £60.1 million. Nothing in this announcement should be construed as a profit forecast.

17. Publication

A copy of this announcement will be posted on the Company's website at www.rpsgroup.com.

INDEPENDENT REVIEW REPORT TO RPS GROUP PLC

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2012, which comprises the Condensed consolidated income statement, the Condensed consolidated statement of comprehensive income, the Condensed consolidated balance sheet, the Condensed consolidated cash flow statement, the Condensed consolidated statement of changes in equity and the related notes 1 to 17. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 ";Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review 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 formed.

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 Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

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

Our Responsibility

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

Scope of Review

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

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2012 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

Deloitte LLP
Chartered Accountants and Statutory Auditor
Reading, United Kingdom

 

2018

Half Year Results for the six months ended 30 June 2012

02 August 2012

Half Year Results for the six months ended 30 June 2012

Results for the period as anticipated. Board still expects growth in second half. Group's financial position remains strong; interim dividend again increased 15%.

2012 2011
Business Performance H1 H1
Revenue (£m) 276.1.5 251.5
Fee income (£m) 238.3 212.9
PBTA (1) (£m) 30.0 22.5
Adjusted earnings per share (2)(basic) (p) 9.80 7.21
Adjusted operating cash flow (£m) (3) 31.2 27.7
Dividend per share (p) 3.06 2.66
Profit before tax (£m) 19.9 19.1
Statutory profit before tax (£m) 19.9 19.1
Statutory earnings per share (basic) (p) 5.68 6.05

(1) PBTA is profit before tax, amortisation of acquired intangibles and transaction related costs.
(2) Adjusted earnings per share is before amortisation of acquired intangibles and transaction related costs and the related tax.
(3) Adjusted operating cash flow is before deferred consideration treated as remuneration.

Brook Land, Chairman, commenting on the results, said:

"The Group has delivered an excellent performance in the first half and remains on track to deliver good growth in the full year. We continue to invest in markets less affected by economic turbulence, whilst managing our business carefully in markets where client expenditure remains affected by economic uncertainty. This strategy has positioned us well, with over two thirds of Group profit now being earned outside Europe."

"July 2012 marked the 25th anniversary of RPS's introduction to the public markets. Over this period our growth has only been disrupted by the deep recession of the early 1990's and the recent global financial crisis. Between those two events we delivered a long period of sustained growth. The Board is confident that, as economic conditions allow, the Group's business model should enable us to produce another period of good growth".

2 August 2012

 

ENQUIRIES
RPS Group plc
Dr Alan Hearne, Chief Executive Tel: 01235 863206
Gary Young, Finance Director
College Hill
Matthew Smallwood Tel: 020 7457 2020
Justine Warren

 

RPS is an international consultancy providing advice upon the development of natural resources, land and property, the management of the environment and the health and safety of people. We have offices in the UK, Ireland, the Netherlands, the Americas and Australia/Asia Pacific and undertake projects in many other parts of the world. The Group is a constituent of both the FTSE 250 and FTSE 4 Good Indices.

 

Results

The Group's results for the first half were significantly better than in the same period in 2011. Profit (before tax, amortisation of acquired intangibles and transaction related costs) increased to £30.0 million (2011: £22.5 million). Basic earnings per share (before amortisation and transaction related costs) increased to 9.80 pence (2011: 7.21 pence).

The contribution of both segments to Group profit increased significantly:

(£m)* 2012 2011
H1 H1
Energy 19.1 14.3 +33%
Built and Natural Environment 15.7 12.6 +25%
Total 34.8 26.9 +29%

* before amortisation of acquired intangibles and transaction related costs.

Cash Flow, Funding and Dividend

Our conversion of profit into cash continued at an encouraging level and our balance sheet remains strong. After funding acquisition investment of £6.4 million in the period, net bank borrowings at 30 June were £20.5 million (31 December 2011: £23.5 million).

The bank facilities of £125 million we had in place with Lloyds Banking Group until July 2013 have been replaced early on terms the Board considers to be favourable. We now have in place a new £125 million facility until July 2016. This comprises £75 million of committed revolving credit facility, with an additional £50 million available as required. That the facility was readily available reflects the Group's excellent management of our balance sheet through the economic and financial troubles of recent years and the strong relationship we have built with Lloyds over the last two decades.

The Board remains confident about the Group's financial strength and has, once again, increased the interim dividend by 15% to 3.06 pence per share (2011: 2.66 pence) payable on 18 October 2012 to shareholders on the register on 21 September 2012.

Acquisitions

The acquisitions made in 2011 have been successfully integrated and are performing well. As planned we have built a strong position in the global oceanographic market, combining ASA and EHI with our existing activities in Australia and drawing upon our extensive contacts with offshore oil and gas operators. Our profile in technical training for the oil and gas industry increased significantly with the acquisition of Nautilus, whilst our water business in south west USA has been strengthened with the acquisition of Espey in Texas.

After the period end, we completed the acquisition of Manidis Roberts Pty Ltd. ("MR"). This significantly increases the strength of our business in Australia, particularly in New South Wales ("NSW").

MR has a strong presence in the infrastructure market in NSW, dealing with environmental issues related to water, power supply and transport projects. We believe the skills and profile of the 90 MR staff will add significantly to our presence in these markets and we will also be able to introduce them to clients in other sectors, particularly energy infrastructure, across Australia.

Full details of the MR transaction were announced on 19 July 2012. Further acquisitions are under consideration in those markets we believe to be robust.

Markets and Trading

Energy

We provide internationally recognised consultancy services to the oil and gas industries from bases in the UK, USA, Canada and Australia Asia Pacific. These act as regional centres for projects undertaken in many other countries. The first half results delivered the significant growth anticipated and a further improvement to the already strong margin:

2012 2011
H1 H1
Fee income (£m) 108.0 85.5 +26%
Profit* (£m) 19.1 14.3 +33%
Margin % 17.7 16.7

*before amortisation of acquired intangibles and transaction related costs.

Our clients' investment in conventional oil and gas exploration and production continued to grow, although pricing pressures remain. Our activity in the unconventionals market remained buoyant internationally, with a shift from gas to liquids in the USA. We experienced an encouraging uplift in activity in Australia Asia Pacific and continued to see a strong performance in North America. This was based on both domestic and international projects, including good activity levels in the Gulf of Mexico. Following last year's political disturbances, our activity in North Africa remains subdued, although prospects elsewhere in Africa continue to improve. Our activity in the Middle East has developed good prospects in Iraq.

Our training and oceanographic businesses performed well and our reputation as independent advisors to the financial services market continued to grow. The availability of technical staff has tightened in recent months and we have begun again to experience recruitment and retention issues. Nonetheless, we continue to look for a strong performance in the year as a whole.

Built and Natural Environment ("BNE")

Within these businesses we provide a wide range of consultancy services to many aspects of the property and infrastructure development and management sectors. These include: environmental assessment, the management of water resources, health and safety, risk management, town and country planning, building, landscape and urban design, surveying and transport planning. Profit in the first half improved, as did the margin:

2012 2011
H1 H1
Fee income (£m) 131.2 128.5 +2%
Profit* (£m) 15.7 12.6 +25%
Margin % 12.0 9.8

* before amortisation of acquired intangibles and transaction related costs.

Australia Asia Pacific

Our BNE business in Australia Asia Pacific produced significantly better results than in the same period in 2011, partly as a result of recovery from the floods in early 2011. We continue to benefit from the high levels of investment in the activities and associated infrastructure necessary to deliver mining, coal seam gas and associated LNG projects, particularly in Queensland. These provide the opportunity for us to deliver a wide range of services to clients. Some of the traditional gas projects offshore Western Australia have now moved into the development phase. This has reduced demand for our higher margin planning and environmental assessment advice. The second quarter also saw delays in the start up of new phases of work in a number of these major projects. We are hopeful these projects will come on stream in the second half and have taken the opportunity to fine tune the focus of our west coast activities to take advantage of this evolving market.

Outside the natural resources sector the Australian economy seems to have come under further pressure in the first half of the year, as global economic concerns have reduced consumer and business confidence. As a result, conditions in the commercial development market seem to have deteriorated a little further. Our re-positioning away from this part of the economy to public sector and energy infrastructure projects has provided us with significant protection. The acquisition of Manidis Roberts significantly strengthens our business in New South Wales, as well as increasing our penetration into those parts of Australian public sector infrastructure market likely to remain buoyant, including water, transport and power supply. Overall, the Board continues to anticipate good growth in the full year.

2012 2011
H1 H1
Fee income (£m) 47.9 42.2 +14%
Profit* (£m) 6.2 4.6 +36%
Margin % 13.0 10.9

*before amortisation of acquired intangibles and transaction related costs.

Europe

Our BNE business in Europe increased its contribution compared with the same period last year, in significant part due to a reduction in reorganisation costs. Many of our traditional commercial development clients remained cautious about investing in new capital projects. We have, instead, focussed on providing further support to those clients developing energy infrastructure, such as on and off shore windfarms, pipelines and interconnectors, power stations (nuclear, gas coal and biomass) and waste to energy plants. Investment potential is greater in this market, although the lack of a clear energy policy framework in the UK creates uncertainty for our clients and, therefore, our likely work flow.

We also provide support to our clients' operations in the water, health and safety and risk management sectors, in order to enable them to comply with legislation and regulation. We continued to see reasonable levels of activity in these markets, although some UK water clients have recently begun to reduce significantly requirements from the unexpectedly high levels experienced in 2011. Although exposed directly to eurozone uncertainty, both our Irish and Dutch businesses performed well. At the end of March, as planned, we completed the sale of the bulk of our small facilities management business in Ireland. Taking account of this, on a "like for like" basis, fee income in Europe increased a little. As a result of the renewed financial and economic uncertainty in Europe, the second half is likely to be weaker than the first, although achieving modest growth in the full year remains possible.

2012 2011
H1 H1
Fee income (£m) 83.3 86.3 (3%)
Profit* (£m) 9.5 8.0 +19%
Margin % 11.4 9.3

* before amortisation of acquired intangibles and transaction related costs.

As reported in the Group's 2011 Results, our auditor at the time indicated that it did not agree with the Group's interpretation of the accounting standard (IFRS3) in relation to deferred consideration. The RPS Board, therefore, notes with interest that the International Financial Reporting Standards Interpretations Committee (IFRIC), having considered this matter, is consulting with its counterpart in the US with a view to issuing guidance which may enable RPS to revert to its previous accounting method. The Board will consider its position when IFRIC makes its final views known. In the meantime we are required to expense deferred consideration. During the first half of 2012 this resulted in a non-cash expense of £4.7 million, which is not tax deductible. This reduced statutory profit before tax and earnings per share significantly. The MR transaction was executed in a manner which does not give rise to this treatment, whichever interpretation of IFRS3 eventually emerges.

Deferred Consideration

As reported in the Group's 2011 Results, our auditor at the time indicated that it did not agree with the Group's interpretation of the accounting standard (IFRS3) in relation to deferred consideration. The RPS Board, therefore, notes with interest that the International Financial Reporting Standards Interpretations Committee (IFRIC), having considered this matter, is consulting with its counterpart in the US with a view to issuing guidance which may enable RPS to revert to its previous accounting method. The Board will consider its position when IFRIC makes its final views known. In the meantime we are required to expense deferred consideration. During the first half of 2012 this resulted in a non-cash expense of £4.7 million, which is not tax deductible. This reduced statutory profit before tax and earnings per share significantly. The MR transaction was executed in a manner which does not give rise to this treatment, whichever interpretation of IFRS3 eventually emerges

Group Prospects

We remain on track to produce good growth in 2012. Our focus on energy and energy infrastructure markets provides the Group with a substantial underpin to its prospects. Such projects require the broad range of skills we have developed, consequently, we believe that our strategy of building multi-disciplinary businesses in each of the regions in which we operate remains attractive and achievable. We will, therefore, continue to develop our business organically in this way, whilst seeking further acquisition opportunities. Our balance sheet has the strength to continue to support both our investment strategy and an increasing dividend.

Board of Directors
RPS Group plc

2 August 2012

 

Condensed consolidated income statement

Notes Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's 2012 2011 2011
Revenue 3 276,143 251,518 528,710
Recharged expenses 3 (37,817) (38,663) (75,981)
Fee income 3 238,326 212,855 452,729
Operating profit before amortisation of acquired intangibles and transaction related costs 3,4 30,981 23,676 53,045
Amortisation of acquired intangibles and transaction related costs 4 (10,161) (3,369) (10,361)
Operating profit 20,820 20,307 42,684
Finance costs (1,059) (1,365) (2,541)
Finance income 95 170 308
Profit before tax, amortisation of acquired intangibles and transaction related costs 30,017 22,481 50,812
Profit before tax 19,856 19,112 40,451
Tax expense 5 (7,534) (5,519) (11,340)
Profit for the period attributable to equity holders of the parent 12,322 13,593 29,111
Basic earnings per share (pence) 6 5.68 6.31 13.49
Diluted earnings per share (pence) 6 5.65 6.26 13.40
Adjusted basic earnings per share (pence) 6 9.80 7.21 16.68
Adjusted diluted earnings per share (pence) 6 9.74 7.16 16.56

 

Condensed consolidated statement of comprehensive income

Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's 2012 2011 2011
Profit for the period 12,322 13,593 29,111
Exchange differences (2,634) 4,562 (811)
Tax recognised directly in equity - 188 -
Total recognised comprehensive income for the period attributable to equity holders of the parent 9,688 18,343 28,300

 

Condensed consolidated balance sheet

As at 30 June As at 30 June As at 31 December
£000's Notes 2012 2011 2011
Assets
Non-current assets
Intangible assets 320,911 331,486 329,112
Property, plant and equipment 7 29,925 29,420 30,070
Investments - 41 41
350,836 360,947 359,223
Current assets
Trade and other receivables 172,678 169,882 171,751
Cash at bank 17,909 17,855 25,989
190,587 187,737 197,740
Liabilities
Current liabilities
Borrowings 1,554 2,973 2,959
Deferred consideration 8,427 8,635 10,327
Trade and other payables 103,891 99,518 109,496
Corporation tax liabilities 3,883 2,785 3,331
Provisions 4,315 2,612 3,903
122,070 116,523 130,016
Net current assets 68,517 71,214 67,724
Non-current liabilities
Borrowings 36,822 50,690 46,554
Deferred consideration - 3,872 -
Other creditors 1,784 1,247 1,665
Deferred tax liabilities 10,053 14,586 11,594
Provisions 2,089 2,998 2,684
50,748 73,393 62,497
Net assets 368,605 358,768 364,450
Equity
Share capital 9 6,571 6,530 6,544
Share premium 105,140 102,911 103,717
Other reserves 10 39,631 49,163 43,299
Retained earnings 217,263 200,164 210,890
Total shareholders' equity 368,605 358,768 364,450

 

Condensed consolidated cash flow statement

Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's Notes 2012 2011* 2011*
Adjusted cash generated from operations 12 31,185 27,678 71,053
Deferred consideration treated as remuneration (6,214) (2,281) (3,743)
Cash generated from operations 24,971 25,397 67,310
Interest paid (908) (1,143) (2,373)
Interest received 95 170 308
Income taxes paid (9,910) (6,764) (12,781)
Net cash from operating activities 14,248 17,660 52,464
Cash flows from investing activities
Purchases of subsidiaries net of cash acquired - (11,202) (17,090)
Deferred consideration (165) (830) (5,084)
Purchase of property, plant and equipment (4,661) (3,812) (9,024)
Sale of property, plant and equipment 150 109 362
Dividends received - 256 256
Net cash used in investing activities (4,676) (15,479) (30,580)
Cash flows from financing activities
Proceeds from issue of share capital 190 102 179
Purchase of own shares (400) (356) (356)
Proceeds from/(repayments of) bank borrowings (9,050) 7,005 2,222
Payment of finance lease liabilities (579) (689) (1,410)
Dividends paid (6,325) (5,460) (11,233)
Payment of pre-acquisition dividend - - (402)
Net cash used in financing activities (16,164) 602 (11,000)
Net (decrease)/increase in cash and cash equivalents (6,592) 2,783 10,884
Cash and cash equivalents at beginning of period 24,458 13,933 13,933
Effect of exchange rate fluctuations (414) (185) (359)
Cash and cash equivalents at end of period 12 17,452 16,531 24,458
Cash and cash equivalents comprise:
Cash at bank 17,909 17,855 25,989
Bank overdraft (457) (1,324) (1,531)
Cash and cash equivalents at end of period 17,452 16,531 24,458

* see note 1

 

Consolidated statement of changes in equity

£000's Share capital Share premium Retained earnings Other reserves Total equity
Changes in equity during 2012
At 1 January 2012 6,544 103,717 210,890 43,299 364,450
Total comprehensive income for the period - - 12,322 (2,634) 9,688
Issue of new ordinary shares 27 1,423 (625) (634) 191
Purchase of own shares - - - (400) (400)
Share based payment expense - - 1,001 - 1,001
Dividends - - (6,325) - (6,325)
At 30 June 2012 6,571 105,140 217,263 39,631 368,605
Changes in equity during 2011
At 1 January 2011 6,516 101,941 190,955 45,581 344,993
Total comprehensive income for the period - - 13,781 4,562 18,343
Issue of new ordinary shares 14 970 (258) (624) 102
Share based payment expense - - - (356 (356
Expenses of issue of equity shares - - 1,146 - 1,146
Dividends - - (5,460) - (5,460))
At 30 June 2011 (see note 1) 6,530 102,911 200,164 49,163 358,768

An analysis of other reserves is provided in Note 10.

 

Notes to the condensed consolidated financial statements

1. Basis of preparation

RPS Group Plc (the "Company") is a company domiciled in England. The condensed consolidated interim financial statements of the Company for the six months ended 30 June 2012 comprise the Company and its subsidiaries (together referred to as the "Group").

The condensed interim financial statements have been prepared using accounting policies set out in the Report and Accounts 2011 and in accordance with IAS 34. They are unaudited but have been reviewed by the Company's auditor. The results for the year end 31 December 2011 and the balance sheet as at that date are abridged from the Company's Report and Accounts 2011 which have been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified, did not include a reference to any matters for which the auditors drew attention by way of emphasis without qualifying the report and did not contain statements under sections 498 (2) or (3) of the Companies Act 2006.

The condensed interim financial statements do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006.

In assessing the going concern basis, the directors considered the Group's business activities, the financial position of the Group and the Group's financial risk management objectives and policies. The directors have a reasonable expectation that the Company and Group have adequate resources to continue in operational existence for the foreseeable future and that it is, therefore, appropriate to adopt the going concern basis in preparing the Group's interim financial statements.

Restatement

As reported in the Group's Report and Accounts 2011, our auditor at that time, Ernst & Young LLP, indicated that it did not agree with the Group's interpretation of IFRS 3 "Business Combinations" in respect of deferred consideration. They advised the Group that the deferred consideration that was contingent on continuing employment should be recognised as a remuneration charge through the Consolidated Income Statement rather than be capitalised.

The Group agreed to this revised treatment of deferred consideration which impacted the results for the six months ended 30 June 2011 in the following ways:

1. In respect of 2010 acquisitions the Group has derecognised the deferred consideration payable that was previously shown in the balance sheet on the date of acquisition of subsidiaries. The value of goodwill has been reduced by a corresponding amount since deferred consideration is no longer considered part of the cost of investment;

2. For those acquisitions in 2010 and 2011 where the fair value of the net assets acquired is greater than the consideration transferred, the Group has recognised negative goodwill through the consolidated income statement; and

3. A remuneration charge has been recognised through the consolidated income statement within "amortisation of acquired intangibles and transaction related costs" and a corresponding accrual has been recognised in the balance sheet under "deferred consideration".

The Group explained the restatement of the results for the six months ended 30 June 2011 by means of an announcement to the London Stock Exchange dated 3 May 2012. This announcement details the restatement of the income statement and the segment results for the six months ended 30 June 2011 and the balance sheet at that date.

The condensed consolidated cash flow statement for the six months ended 30th June 2011 and the year ended 31st December 2011 have been restated so that deferred consideration treated as remuneration is included within cash generated from operating activities rather than cash flows from investing activities. In addition, the total comprehensive income in the condensed consolidated statement of changes in equity in this release has been restated to reflect the above.

2. Responsibility Statement

The directors confirm that, to the best of their knowledge this condensed set of financial statements has been prepared in accordance with IAS 34 and that this Interim Report includes a fair review of the information required by DTR 4.2.4R, DTR 4.2.7R and DTR 4.2.8R.

On behalf of the Board

A. S. Hearne - Chief Executive
G. R. Young - Group Finance Director

3. Business segments

Segment information is presented in respect of the Group's business segments which are reported to the Chief Operating Decision Maker, which is identified as the main Board of Directors of RPS Group Plc. The business segment reporting format reflects the Group's management and internal structure. Inter-segment pricing is determined on an 'arm's length' basis. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

As announced on 3 November 2011 the Group merged Planning and Development (UK and Ireland) and Environmental Management. The 30 June 2011 results are therefore shown below on this revised basis. The Group comprises the following business segments:

Built and Natural Environment ("BNE") - consultancy services advising on all aspects of the built and natural environment including the provision of energy infrastructure, planning and development, engineering, design and surveying, environmental assessment and management and risk management. Consulting services are provided on a regional basis in Europe and Australia Asia Pacific ("AAP").

Energy – the provision of integrated technical, commercial and project management support in the fields of geo-science, engineering and health, safety and environment on a global basis to the energy sector.

Segment results for the period ended 30 June 2012:

£000's Fees Recharged Expenses Intersegment revenue External Revenue
Built and Natural Environment
Europe 83,323 10,151 (719) 92,755
AAP 47,940 11,090 (101) 58,929
Intra BNE eliminations (104) (3) 107 -
Total BNE 131,159 21,238 (713) 151,684
Energy 108,024 16,646 (211) 124,459
Group eliminations (857) (67) 924 -
Total 238,326 37,817 - 276,143

 

£000's Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
Built and Natural Environment
Europe 9,825 (307) 9,518 (804) 8,714
APP 6,286 (56) 6,230 (2,188) 4,042
Total BNE 16,111 (363) 15,748 (2,992) 12,756
Energy 19,119 (43) 19,076 (7,169) 11,907
Total 35,230 (406) 34,824 (10,161) 24,663

Segment results for the period ended 30 June 2011:

£000's Fees Recharged expenses Intersegment revenue External revenue
Built and Natural Environment:
Europe 86,319 12,049 (763) 97,605
AAP 42,165 8,890 (334) 50,721
Intra BNE eliminations (31) - 31 -
Total BNE 128,453 20,939 (1,066) 148,326
Energy 85,503 17,882 (193) 103,192
Group eliminations (1,101) (158) 1,259 -
Total 212,855 38,663 - 251,518

 

£000's Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
Built and Natural Environment
Europe 8,978 (986) 7,992 (722) 7,270
APP 4,680 (98) 4,582 (2,068) 2,514
Total BNE 13,658 (1,084) 12,574 (2,790) 9,784
Energy 14,324 (3) 14,321 (579) 13,742
Total 27,982 (1,087) 26,895 (3,369) 23,526

Segment results for the year ended 31 December 2011:

£000's Fees Recharged expenses Intersegment revenue External revenue
Built and Natural Environment:
Europe 178,215 24,548 (1,935) 200,828
AAP 90,992 15,451 (945) 105,498
Intra BNE eliminations (89) - 89 -
Total BNE 269,118 39,999 (2,791) 306,326
Energy 186,117 36,619 (352) 222,384
Group eliminations (2,506) (637) 3,143 -
Total 452,729 75,981 - 528,710

 

£000's Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
Built and Natural Environment
Europe 18,002 (1,572) 16,430 (1,365) 15,065
APP 11,017 (103) 10,914 (4,769) 6,145
Total BNE 29,019 (1,675) 27,344 (6,134) 21,210
Energy 32,099 (77) 32,022 (4,227) 27,795
Total 61,118 (1,752) 59,366 (10,361) 49,005

Group reconciliation

£000's 30 June 2012 30 June 2011 31 Dec 2011
Revenue 276,143 251,518 528,710
Recharged expenses (37,817) (38,663) (75,981)
Fees 238,326 212,855 452,729
Underlying profit 35,230 27,982 61,118
Reorganisation costs (406) (1,087) (1,752)
Unallocated expenses (3,843) (3,219) (6,321)
Operating profit before amortisation of acquired intangibles and transaction related costs 30,981 23,676 53,045
Amortisation of acquired intangibles and transaction related costs (10,161) (3,369) (10,361)
Operating profit 20,820 20,307 42,684
Net finance costs (964) (1,195) (2,233)
Profit before tax 19,856 19,112 40,451

Total segment assets were as follows:

£000's 30 June 2012 31 December 2011
Build and Natural Environment
Europe 233,338 237,335
AAP 121,357 120,029
Total BNE 354,695 357,364
Energy 182,898 195,362
Unallocated 3,830 4,237
Total 541,423 556,963

5. Income taxes

The tax charge for the period has been calculated using an estimate of the effective annual rate of tax for each taxing jurisdiction for the full year. These rates have been applied to the pre-tax profits for each jurisdiction for the six months ended 30 June 2012. The Group has separately calculated the tax rates applicable to amortisation of intangibles and transaction related costs for the period. Tax rate changes that were substantively enacted at the balance sheet date have been factored into the calculation of the effective tax rates.

30 June 2012 30 June 2011 31 December 2011
Tax rate on PBTA 29.2% 30.8% 28.7%
Tax rate on "amortisation of acquired intangibles and transaction related costs" 12.2% 41.9% 31.4%
Tax rate on PBT 37.9% 28.9% 28.0%

6. Earnings per share

The calculations of earnings per share are based on the profit attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding during the period as shown below:

Six months
ended
30 June
Six months
ended
30 June
Year ended 31 Dec
£000's 2012 2011 2011
Profit attributable to ordinary shareholders 12,322 13,593 29,111
000's
Weighted average number of ordinary shares for the purposes of basic earnings per share 216,835 215,590 215,727
Effect of employee share schemes 1,406 1,587 1,547
Weighted average number of ordinary shares for the purposes of diluted earnings per share 218,241 217,177 217,274
Basic earning per share (pence) 5.68 6.31 13.49
Diluted earnings per share (pence) 5.65 6.26 13.40

The directors consider that earnings per share before amortisation of acquired intangibles and transaction related costs and, for the year ended 31 December 2011, the effects of the change in Australian tax law, Tax law Amendments (2010 measures No.1) Act, enacted in July 2010 provides a more meaningful measure of the Group’s performance than statutory earnings per share. The calculation of adjusted basic and diluted earnings per share is based on the weighted average number of ordinary shares during the period as shown above, the profit attributable to ordinary shareholders before the amortisation of acquired intangibles and transaction related costs and the tax thereon, and the change in Australian tax law as shown in the table below:


£000's Six months ended 30 June 2011 Six months ended 30 June 2010 Year ended 31 Dec 2010
Profit attributable to ordinary shareholders 12,322 13,593 29,111
Amortisation of acquired intangibles and transaction related costs 10,161 3,369 10,361
Tax on amortisation of acquired intangibles and transaction related costs (1,234) (1,410) (3,256)
Change in Australian tax law - - (238)
Adjusted profit attributable to ordinary shareholders 21,249 15,552 35,978
Adjusted basic earnings before per share (pence) 9.80 7.21 16.68
Adjusted diluted earnings per share (pence) 9.74 7.16 16.56

7. Property, plant and equipment

During the six months ended 30 June 2012, the Group acquired assets with a cost of £4,628,000 (six months to 30 June 2011: £4,744,000), which includes £nil acquired through business combinations (six months to 30 June 2011: £701,000). Assets with a net book value of £171,000 were disposed of during the six months ended 30 June 2012 (six months ended 30 June 2011: £204,000).

In the Netherlands the Group has a capital commitment of £1,014,000 related to the fit out of a new laboratory (30 June 2011: £nil).

8. Acquisitions

The Group did not complete any acquisitions during the first half of 2012. Since the end of the period the Group completed the acquisition of Manidis Roberts Pty Ltd (see note 13).

A reconciliation of goodwill in respect of acquisitions made in 2011 is given below:

£000s EHI TMT
Goodwill at 1 January 2012 1,509 1,669
Adjustments to opening balance sheet 232 -
Foreign exchange gains and losses (8) (15)
Goodwill at 30 June 2012 1,733 1,654

There were no accumulated impairment losses at the beginning or the end of the period.

The Group also acquired Nautilus, Espey and ASA in 2011, which each generated negative goodwill upon consolidation as a result of the accounting treatment of contingent deferred consideration adopted in 2011.

The opening balance sheets of EHI, Nautilus and TMT have now been finalised. Within EHI an additional deferred tax liability of £232,000 was recognised. No other amendments to the previously reported acquisition values have been made in respect of these acquisitions.

The Group retains commitments to pay deferred consideration to the vendors of Nautilus, EHI, TMT, Espey and ASA contingent upon their continuing employment with the Group which are recognised as employment costs over the deferred consideration period. The Group considers it probable that these deferred consideration payments will be made.

The cash commitments at 30 June 2012 in respect of contingent deferred consideration treated as remuneration that the Group expects to settle and the estimated remuneration charge for each financial year assuming exchange rates remain constant are disclosed in the table below:

£000's Cash commitment Remuneration charge
EHI 3,946 3,920
Nautilus 7,712 5,930
TMT 3,626 1,190
15,284 11,040

The balance sheet at 30 June 2012 includes, within deferred consideration current liabilities, contingent deferred consideration remuneration expense accrued but not paid totalling £4,244,000.

9. Share capital

2012 Number 000's 2012 £000's 2011 Number 000's 2011 £000's
Authorised
Ordinary shares of 3p each at 30 June 240,000 7,200 240,000 7,200
Issued and fully paid
Ordinary shares of 3p each at 1 January 218,138 6,544 217,219 6,516
Issued under employee share schemes 911 27 436 14
At 30 June 219,049 6,571 217,655 6,530

10. Other reserves

£000's Merger reserve Employee trust Translation reserve Total
Changes in equity during 2012
At 1 January 2012 21,256 (7,375) 29,418 43,299
Exchange differences - - (2,634) (2,634)
Issue of new shares - (634) - (634)
Purchase of own shares - (400) - (400)
At 30 June 2012 21,256 (8,409) 26,784 39,631
Changes in equity during 2011
At 1 January 2011 21,256 (5,904) 30,229 45,581
Exchange differences - - 4,562 4,562
Issue of new shares - (624) - (624)
Purchase of own shares - (356) - (356)
At 30 June 2011 21,256 (6,884) 34,791 49,163

11. Dividends

The following dividends were recognised as distributions to equity holders in the period:

£000's Six months ended 30 June 2012 Six months ended 30 June 2011 Year ended 31 Dec 2011
Final dividend for 2011 2.9p per share 6,325 - -
Interim dividend for 2011 2.66p per share - - 5,773
Final dividend for 2010 2.52p per share - 5,460 5,460
6,325 5,460 11,233

An interim dividend in respect of the six months ended 30 June 2012 of 3.06 pence per share, amounting to a total dividend of £6,681,000 was approved by the Directors of RPS Group Plc on 31 July 2012.These condensed consolidated interim financial statements do not reflect this dividend payable.

12. Note to the condensed consolidated cash flow statement

Six months
ended
30 June
Six months
ended
30 June
Year ended 31 Dec
£000's 2012 2011 2011
Operating profit 20,820 20,307 42,684
Adjustments for:
Depreciation 4,248 3,890 8,032
Amortisation of acquired intangibles 5,117 5,062 10,839
Loss on disposal of business 112 - -
Negative goodwill - (5,537) (9,067)
Contingent deferred consideration treated as remuneration 4,674 4,828 9,256
Share based payment expense 1,001 1,146 2,431
Loss on sale of property, plant and equipment 31 94 27
Share of profit of associates - (24) (24)
Revaluation of investment in associate - (1,490) (1,490)
36,003 28,276 62,688
Increase in trade and other receivables (1,634) (3,015) (3,924)
(Decrease)/increase in trade and other payables (3,184) 2,417 12,289
Adjusted cash generated from operations* 31,185 27,678 71,053

* Adjusted cash generated from operations is before payment of deferred consideration treated as remuneration.

The table below provides an analysis of net bank borrowings, comprising cash and cash equivalents, interest bearing bank loans and finance leases, during the six months ended 30 June 2012.

£000's At 1 January 2012 Cash flow Foreign exchange At 30 June 2012
Cash and cash equivalents 24,458 (6,592) (414) 17,452
Bank loans (45,705) 9,050 416 (36,239)
Finance lease creditor (2,276) 579 17 (1,680)
Net bank borrowings (23,523) 3,037 19 (20,467)

The cash balance includes £2,431,000 (31 December 2011: £3,304,000) that is restricted in its use.

13. Events after the balance sheet date

Since the period end the Group has acquired the entire share capital of Manidis Roberts Pty Ltd, an Australian consulting firm, for a maximum consideration of A$30.0 million (equivalent to £20.0 million, at an exchange rate of A$1.50 to £1). Consideration paid at completion was A$18.0 million (£12.0 million). Subject to certain operational conditions being met, two further sums of A$6.0 million (£4.0 million) will be paid on the first and second anniversaries of the transaction. If these operational conditions are not met, the deferred payments will not be made until the tenth anniversary of the acquisition. The deferred amounts include the payment of market rate interest.

Since this acquisition was completed on 19 July 2012, it is not practicable to provide the remaining information required by IFRS 3.

14. Principal risks and uncertainties

The nature of the principal risks and uncertainties faced by the Group have not changed significantly since the 2011 Report and Accounts was published. These risks, together with a description of the approach to mitigate them, are set out on page 9 of the 2011 Report and Accounts (available on the Group's web-site at www.rpsgroup.com) and are summarised as follows:

  • Economic environment
  • Material adverse events
  • Recruitment and retention of key personnel
  • Market position and reputation
  • Compliance and litigation
  • Business acquisitions
  • Funding
  • Health and safety

From time to time the Group receives claims from clients and suppliers. Some of these result in payments to the claimants by the Group and its insurers. The Board reviews all significant claims at each board meeting and more regularly if required. The Board is currently satisfied that the Group has sufficient provisions in its balance sheet to meet all likely uninsured liabilities, including those which have arisen for the first time in 2012.

The Board keeps under review the potential effect of economic circumstances. The continuing uncertainty in the global economic outlook inevitably increases the trading and balance sheet risks to which the Group is exposed.

15. Related party transactions

There are no significant changes in the nature and size of related party transactions for the period to those reported in the 2011 Report and Accounts.

16. Forward-looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of RPS Group plc. These statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. The continuing uncertainty in global economic outlook inevitably increases the risks to which the Group is exposed Statements in respect of the Group's performance in the year to date are based upon unaudited management accounts for the period January to June 2012. The Board considers market expectations for 2012 are best defined by taking the range of forecasts of PBTA for the full year published by analysts who consistently follow the Group. The current range of forecasts of which the Board is aware is £58.4 to £60.1 million. Nothing in this announcement should be construed as a profit forecast.

17. Publication

A copy of this announcement will be posted on the Company's website at www.rpsgroup.com.

INDEPENDENT REVIEW REPORT TO RPS GROUP PLC

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2012, which comprises the Condensed consolidated income statement, the Condensed consolidated statement of comprehensive income, the Condensed consolidated balance sheet, the Condensed consolidated cash flow statement, the Condensed consolidated statement of changes in equity and the related notes 1 to 17. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 ";Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review 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 formed.

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 Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

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

Our Responsibility

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

Scope of Review

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

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2012 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

Deloitte LLP
Chartered Accountants and Statutory Auditor
Reading, United Kingdom

 

2017

Half Year Results for the six months ended 30 June 2012

02 August 2012

Half Year Results for the six months ended 30 June 2012

Results for the period as anticipated. Board still expects growth in second half. Group's financial position remains strong; interim dividend again increased 15%.

2012 2011
Business Performance H1 H1
Revenue (£m) 276.1.5 251.5
Fee income (£m) 238.3 212.9
PBTA (1) (£m) 30.0 22.5
Adjusted earnings per share (2)(basic) (p) 9.80 7.21
Adjusted operating cash flow (£m) (3) 31.2 27.7
Dividend per share (p) 3.06 2.66
Profit before tax (£m) 19.9 19.1
Statutory profit before tax (£m) 19.9 19.1
Statutory earnings per share (basic) (p) 5.68 6.05

(1) PBTA is profit before tax, amortisation of acquired intangibles and transaction related costs.
(2) Adjusted earnings per share is before amortisation of acquired intangibles and transaction related costs and the related tax.
(3) Adjusted operating cash flow is before deferred consideration treated as remuneration.

Brook Land, Chairman, commenting on the results, said:

"The Group has delivered an excellent performance in the first half and remains on track to deliver good growth in the full year. We continue to invest in markets less affected by economic turbulence, whilst managing our business carefully in markets where client expenditure remains affected by economic uncertainty. This strategy has positioned us well, with over two thirds of Group profit now being earned outside Europe."

"July 2012 marked the 25th anniversary of RPS's introduction to the public markets. Over this period our growth has only been disrupted by the deep recession of the early 1990's and the recent global financial crisis. Between those two events we delivered a long period of sustained growth. The Board is confident that, as economic conditions allow, the Group's business model should enable us to produce another period of good growth".

2 August 2012

 

ENQUIRIES
RPS Group plc
Dr Alan Hearne, Chief Executive Tel: 01235 863206
Gary Young, Finance Director
College Hill
Matthew Smallwood Tel: 020 7457 2020
Justine Warren

 

RPS is an international consultancy providing advice upon the development of natural resources, land and property, the management of the environment and the health and safety of people. We have offices in the UK, Ireland, the Netherlands, the Americas and Australia/Asia Pacific and undertake projects in many other parts of the world. The Group is a constituent of both the FTSE 250 and FTSE 4 Good Indices.

 

Results

The Group's results for the first half were significantly better than in the same period in 2011. Profit (before tax, amortisation of acquired intangibles and transaction related costs) increased to £30.0 million (2011: £22.5 million). Basic earnings per share (before amortisation and transaction related costs) increased to 9.80 pence (2011: 7.21 pence).

The contribution of both segments to Group profit increased significantly:

(£m)* 2012 2011
H1 H1
Energy 19.1 14.3 +33%
Built and Natural Environment 15.7 12.6 +25%
Total 34.8 26.9 +29%

* before amortisation of acquired intangibles and transaction related costs.

Cash Flow, Funding and Dividend

Our conversion of profit into cash continued at an encouraging level and our balance sheet remains strong. After funding acquisition investment of £6.4 million in the period, net bank borrowings at 30 June were £20.5 million (31 December 2011: £23.5 million).

The bank facilities of £125 million we had in place with Lloyds Banking Group until July 2013 have been replaced early on terms the Board considers to be favourable. We now have in place a new £125 million facility until July 2016. This comprises £75 million of committed revolving credit facility, with an additional £50 million available as required. That the facility was readily available reflects the Group's excellent management of our balance sheet through the economic and financial troubles of recent years and the strong relationship we have built with Lloyds over the last two decades.

The Board remains confident about the Group's financial strength and has, once again, increased the interim dividend by 15% to 3.06 pence per share (2011: 2.66 pence) payable on 18 October 2012 to shareholders on the register on 21 September 2012.

Acquisitions

The acquisitions made in 2011 have been successfully integrated and are performing well. As planned we have built a strong position in the global oceanographic market, combining ASA and EHI with our existing activities in Australia and drawing upon our extensive contacts with offshore oil and gas operators. Our profile in technical training for the oil and gas industry increased significantly with the acquisition of Nautilus, whilst our water business in south west USA has been strengthened with the acquisition of Espey in Texas.

After the period end, we completed the acquisition of Manidis Roberts Pty Ltd. ("MR"). This significantly increases the strength of our business in Australia, particularly in New South Wales ("NSW").

MR has a strong presence in the infrastructure market in NSW, dealing with environmental issues related to water, power supply and transport projects. We believe the skills and profile of the 90 MR staff will add significantly to our presence in these markets and we will also be able to introduce them to clients in other sectors, particularly energy infrastructure, across Australia.

Full details of the MR transaction were announced on 19 July 2012. Further acquisitions are under consideration in those markets we believe to be robust.

Markets and Trading

Energy

We provide internationally recognised consultancy services to the oil and gas industries from bases in the UK, USA, Canada and Australia Asia Pacific. These act as regional centres for projects undertaken in many other countries. The first half results delivered the significant growth anticipated and a further improvement to the already strong margin:

2012 2011
H1 H1
Fee income (£m) 108.0 85.5 +26%
Profit* (£m) 19.1 14.3 +33%
Margin % 17.7 16.7

*before amortisation of acquired intangibles and transaction related costs.

Our clients' investment in conventional oil and gas exploration and production continued to grow, although pricing pressures remain. Our activity in the unconventionals market remained buoyant internationally, with a shift from gas to liquids in the USA. We experienced an encouraging uplift in activity in Australia Asia Pacific and continued to see a strong performance in North America. This was based on both domestic and international projects, including good activity levels in the Gulf of Mexico. Following last year's political disturbances, our activity in North Africa remains subdued, although prospects elsewhere in Africa continue to improve. Our activity in the Middle East has developed good prospects in Iraq.

Our training and oceanographic businesses performed well and our reputation as independent advisors to the financial services market continued to grow. The availability of technical staff has tightened in recent months and we have begun again to experience recruitment and retention issues. Nonetheless, we continue to look for a strong performance in the year as a whole.

Built and Natural Environment ("BNE")

Within these businesses we provide a wide range of consultancy services to many aspects of the property and infrastructure development and management sectors. These include: environmental assessment, the management of water resources, health and safety, risk management, town and country planning, building, landscape and urban design, surveying and transport planning. Profit in the first half improved, as did the margin:

2012 2011
H1 H1
Fee income (£m) 131.2 128.5 +2%
Profit* (£m) 15.7 12.6 +25%
Margin % 12.0 9.8

* before amortisation of acquired intangibles and transaction related costs.

Australia Asia Pacific

Our BNE business in Australia Asia Pacific produced significantly better results than in the same period in 2011, partly as a result of recovery from the floods in early 2011. We continue to benefit from the high levels of investment in the activities and associated infrastructure necessary to deliver mining, coal seam gas and associated LNG projects, particularly in Queensland. These provide the opportunity for us to deliver a wide range of services to clients. Some of the traditional gas projects offshore Western Australia have now moved into the development phase. This has reduced demand for our higher margin planning and environmental assessment advice. The second quarter also saw delays in the start up of new phases of work in a number of these major projects. We are hopeful these projects will come on stream in the second half and have taken the opportunity to fine tune the focus of our west coast activities to take advantage of this evolving market.

Outside the natural resources sector the Australian economy seems to have come under further pressure in the first half of the year, as global economic concerns have reduced consumer and business confidence. As a result, conditions in the commercial development market seem to have deteriorated a little further. Our re-positioning away from this part of the economy to public sector and energy infrastructure projects has provided us with significant protection. The acquisition of Manidis Roberts significantly strengthens our business in New South Wales, as well as increasing our penetration into those parts of Australian public sector infrastructure market likely to remain buoyant, including water, transport and power supply. Overall, the Board continues to anticipate good growth in the full year.

2012 2011
H1 H1
Fee income (£m) 47.9 42.2 +14%
Profit* (£m) 6.2 4.6 +36%
Margin % 13.0 10.9

*before amortisation of acquired intangibles and transaction related costs.

Europe

Our BNE business in Europe increased its contribution compared with the same period last year, in significant part due to a reduction in reorganisation costs. Many of our traditional commercial development clients remained cautious about investing in new capital projects. We have, instead, focussed on providing further support to those clients developing energy infrastructure, such as on and off shore windfarms, pipelines and interconnectors, power stations (nuclear, gas coal and biomass) and waste to energy plants. Investment potential is greater in this market, although the lack of a clear energy policy framework in the UK creates uncertainty for our clients and, therefore, our likely work flow.

We also provide support to our clients' operations in the water, health and safety and risk management sectors, in order to enable them to comply with legislation and regulation. We continued to see reasonable levels of activity in these markets, although some UK water clients have recently begun to reduce significantly requirements from the unexpectedly high levels experienced in 2011. Although exposed directly to eurozone uncertainty, both our Irish and Dutch businesses performed well. At the end of March, as planned, we completed the sale of the bulk of our small facilities management business in Ireland. Taking account of this, on a "like for like" basis, fee income in Europe increased a little. As a result of the renewed financial and economic uncertainty in Europe, the second half is likely to be weaker than the first, although achieving modest growth in the full year remains possible.

2012 2011
H1 H1
Fee income (£m) 83.3 86.3 (3%)
Profit* (£m) 9.5 8.0 +19%
Margin % 11.4 9.3

* before amortisation of acquired intangibles and transaction related costs.

As reported in the Group's 2011 Results, our auditor at the time indicated that it did not agree with the Group's interpretation of the accounting standard (IFRS3) in relation to deferred consideration. The RPS Board, therefore, notes with interest that the International Financial Reporting Standards Interpretations Committee (IFRIC), having considered this matter, is consulting with its counterpart in the US with a view to issuing guidance which may enable RPS to revert to its previous accounting method. The Board will consider its position when IFRIC makes its final views known. In the meantime we are required to expense deferred consideration. During the first half of 2012 this resulted in a non-cash expense of £4.7 million, which is not tax deductible. This reduced statutory profit before tax and earnings per share significantly. The MR transaction was executed in a manner which does not give rise to this treatment, whichever interpretation of IFRS3 eventually emerges.

Deferred Consideration

As reported in the Group's 2011 Results, our auditor at the time indicated that it did not agree with the Group's interpretation of the accounting standard (IFRS3) in relation to deferred consideration. The RPS Board, therefore, notes with interest that the International Financial Reporting Standards Interpretations Committee (IFRIC), having considered this matter, is consulting with its counterpart in the US with a view to issuing guidance which may enable RPS to revert to its previous accounting method. The Board will consider its position when IFRIC makes its final views known. In the meantime we are required to expense deferred consideration. During the first half of 2012 this resulted in a non-cash expense of £4.7 million, which is not tax deductible. This reduced statutory profit before tax and earnings per share significantly. The MR transaction was executed in a manner which does not give rise to this treatment, whichever interpretation of IFRS3 eventually emerges

Group Prospects

We remain on track to produce good growth in 2012. Our focus on energy and energy infrastructure markets provides the Group with a substantial underpin to its prospects. Such projects require the broad range of skills we have developed, consequently, we believe that our strategy of building multi-disciplinary businesses in each of the regions in which we operate remains attractive and achievable. We will, therefore, continue to develop our business organically in this way, whilst seeking further acquisition opportunities. Our balance sheet has the strength to continue to support both our investment strategy and an increasing dividend.

Board of Directors
RPS Group plc

2 August 2012

 

Condensed consolidated income statement

Notes Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's 2012 2011 2011
Revenue 3 276,143 251,518 528,710
Recharged expenses 3 (37,817) (38,663) (75,981)
Fee income 3 238,326 212,855 452,729
Operating profit before amortisation of acquired intangibles and transaction related costs 3,4 30,981 23,676 53,045
Amortisation of acquired intangibles and transaction related costs 4 (10,161) (3,369) (10,361)
Operating profit 20,820 20,307 42,684
Finance costs (1,059) (1,365) (2,541)
Finance income 95 170 308
Profit before tax, amortisation of acquired intangibles and transaction related costs 30,017 22,481 50,812
Profit before tax 19,856 19,112 40,451
Tax expense 5 (7,534) (5,519) (11,340)
Profit for the period attributable to equity holders of the parent 12,322 13,593 29,111
Basic earnings per share (pence) 6 5.68 6.31 13.49
Diluted earnings per share (pence) 6 5.65 6.26 13.40
Adjusted basic earnings per share (pence) 6 9.80 7.21 16.68
Adjusted diluted earnings per share (pence) 6 9.74 7.16 16.56

 

Condensed consolidated statement of comprehensive income

Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's 2012 2011 2011
Profit for the period 12,322 13,593 29,111
Exchange differences (2,634) 4,562 (811)
Tax recognised directly in equity - 188 -
Total recognised comprehensive income for the period attributable to equity holders of the parent 9,688 18,343 28,300

 

Condensed consolidated balance sheet

As at 30 June As at 30 June As at 31 December
£000's Notes 2012 2011 2011
Assets
Non-current assets
Intangible assets 320,911 331,486 329,112
Property, plant and equipment 7 29,925 29,420 30,070
Investments - 41 41
350,836 360,947 359,223
Current assets
Trade and other receivables 172,678 169,882 171,751
Cash at bank 17,909 17,855 25,989
190,587 187,737 197,740
Liabilities
Current liabilities
Borrowings 1,554 2,973 2,959
Deferred consideration 8,427 8,635 10,327
Trade and other payables 103,891 99,518 109,496
Corporation tax liabilities 3,883 2,785 3,331
Provisions 4,315 2,612 3,903
122,070 116,523 130,016
Net current assets 68,517 71,214 67,724
Non-current liabilities
Borrowings 36,822 50,690 46,554
Deferred consideration - 3,872 -
Other creditors 1,784 1,247 1,665
Deferred tax liabilities 10,053 14,586 11,594
Provisions 2,089 2,998 2,684
50,748 73,393 62,497
Net assets 368,605 358,768 364,450
Equity
Share capital 9 6,571 6,530 6,544
Share premium 105,140 102,911 103,717
Other reserves 10 39,631 49,163 43,299
Retained earnings 217,263 200,164 210,890
Total shareholders' equity 368,605 358,768 364,450

 

Condensed consolidated cash flow statement

Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's Notes 2012 2011* 2011*
Adjusted cash generated from operations 12 31,185 27,678 71,053
Deferred consideration treated as remuneration (6,214) (2,281) (3,743)
Cash generated from operations 24,971 25,397 67,310
Interest paid (908) (1,143) (2,373)
Interest received 95 170 308
Income taxes paid (9,910) (6,764) (12,781)
Net cash from operating activities 14,248 17,660 52,464
Cash flows from investing activities
Purchases of subsidiaries net of cash acquired - (11,202) (17,090)
Deferred consideration (165) (830) (5,084)
Purchase of property, plant and equipment (4,661) (3,812) (9,024)
Sale of property, plant and equipment 150 109 362
Dividends received - 256 256
Net cash used in investing activities (4,676) (15,479) (30,580)
Cash flows from financing activities
Proceeds from issue of share capital 190 102 179
Purchase of own shares (400) (356) (356)
Proceeds from/(repayments of) bank borrowings (9,050) 7,005 2,222
Payment of finance lease liabilities (579) (689) (1,410)
Dividends paid (6,325) (5,460) (11,233)
Payment of pre-acquisition dividend - - (402)
Net cash used in financing activities (16,164) 602 (11,000)
Net (decrease)/increase in cash and cash equivalents (6,592) 2,783 10,884
Cash and cash equivalents at beginning of period 24,458 13,933 13,933
Effect of exchange rate fluctuations (414) (185) (359)
Cash and cash equivalents at end of period 12 17,452 16,531 24,458
Cash and cash equivalents comprise:
Cash at bank 17,909 17,855 25,989
Bank overdraft (457) (1,324) (1,531)
Cash and cash equivalents at end of period 17,452 16,531 24,458

* see note 1

 

Consolidated statement of changes in equity

£000's Share capital Share premium Retained earnings Other reserves Total equity
Changes in equity during 2012
At 1 January 2012 6,544 103,717 210,890 43,299 364,450
Total comprehensive income for the period - - 12,322 (2,634) 9,688
Issue of new ordinary shares 27 1,423 (625) (634) 191
Purchase of own shares - - - (400) (400)
Share based payment expense - - 1,001 - 1,001
Dividends - - (6,325) - (6,325)
At 30 June 2012 6,571 105,140 217,263 39,631 368,605
Changes in equity during 2011
At 1 January 2011 6,516 101,941 190,955 45,581 344,993
Total comprehensive income for the period - - 13,781 4,562 18,343
Issue of new ordinary shares 14 970 (258) (624) 102
Share based payment expense - - - (356 (356
Expenses of issue of equity shares - - 1,146 - 1,146
Dividends - - (5,460) - (5,460))
At 30 June 2011 (see note 1) 6,530 102,911 200,164 49,163 358,768

An analysis of other reserves is provided in Note 10.

 

Notes to the condensed consolidated financial statements

1. Basis of preparation

RPS Group Plc (the "Company") is a company domiciled in England. The condensed consolidated interim financial statements of the Company for the six months ended 30 June 2012 comprise the Company and its subsidiaries (together referred to as the "Group").

The condensed interim financial statements have been prepared using accounting policies set out in the Report and Accounts 2011 and in accordance with IAS 34. They are unaudited but have been reviewed by the Company's auditor. The results for the year end 31 December 2011 and the balance sheet as at that date are abridged from the Company's Report and Accounts 2011 which have been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified, did not include a reference to any matters for which the auditors drew attention by way of emphasis without qualifying the report and did not contain statements under sections 498 (2) or (3) of the Companies Act 2006.

The condensed interim financial statements do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006.

In assessing the going concern basis, the directors considered the Group's business activities, the financial position of the Group and the Group's financial risk management objectives and policies. The directors have a reasonable expectation that the Company and Group have adequate resources to continue in operational existence for the foreseeable future and that it is, therefore, appropriate to adopt the going concern basis in preparing the Group's interim financial statements.

Restatement

As reported in the Group's Report and Accounts 2011, our auditor at that time, Ernst & Young LLP, indicated that it did not agree with the Group's interpretation of IFRS 3 "Business Combinations" in respect of deferred consideration. They advised the Group that the deferred consideration that was contingent on continuing employment should be recognised as a remuneration charge through the Consolidated Income Statement rather than be capitalised.

The Group agreed to this revised treatment of deferred consideration which impacted the results for the six months ended 30 June 2011 in the following ways:

1. In respect of 2010 acquisitions the Group has derecognised the deferred consideration payable that was previously shown in the balance sheet on the date of acquisition of subsidiaries. The value of goodwill has been reduced by a corresponding amount since deferred consideration is no longer considered part of the cost of investment;

2. For those acquisitions in 2010 and 2011 where the fair value of the net assets acquired is greater than the consideration transferred, the Group has recognised negative goodwill through the consolidated income statement; and

3. A remuneration charge has been recognised through the consolidated income statement within "amortisation of acquired intangibles and transaction related costs" and a corresponding accrual has been recognised in the balance sheet under "deferred consideration".

The Group explained the restatement of the results for the six months ended 30 June 2011 by means of an announcement to the London Stock Exchange dated 3 May 2012. This announcement details the restatement of the income statement and the segment results for the six months ended 30 June 2011 and the balance sheet at that date.

The condensed consolidated cash flow statement for the six months ended 30th June 2011 and the year ended 31st December 2011 have been restated so that deferred consideration treated as remuneration is included within cash generated from operating activities rather than cash flows from investing activities. In addition, the total comprehensive income in the condensed consolidated statement of changes in equity in this release has been restated to reflect the above.

2. Responsibility Statement

The directors confirm that, to the best of their knowledge this condensed set of financial statements has been prepared in accordance with IAS 34 and that this Interim Report includes a fair review of the information required by DTR 4.2.4R, DTR 4.2.7R and DTR 4.2.8R.

On behalf of the Board

A. S. Hearne - Chief Executive
G. R. Young - Group Finance Director

3. Business segments

Segment information is presented in respect of the Group's business segments which are reported to the Chief Operating Decision Maker, which is identified as the main Board of Directors of RPS Group Plc. The business segment reporting format reflects the Group's management and internal structure. Inter-segment pricing is determined on an 'arm's length' basis. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

As announced on 3 November 2011 the Group merged Planning and Development (UK and Ireland) and Environmental Management. The 30 June 2011 results are therefore shown below on this revised basis. The Group comprises the following business segments:

Built and Natural Environment ("BNE") - consultancy services advising on all aspects of the built and natural environment including the provision of energy infrastructure, planning and development, engineering, design and surveying, environmental assessment and management and risk management. Consulting services are provided on a regional basis in Europe and Australia Asia Pacific ("AAP").

Energy – the provision of integrated technical, commercial and project management support in the fields of geo-science, engineering and health, safety and environment on a global basis to the energy sector.

Segment results for the period ended 30 June 2012:

£000's Fees Recharged Expenses Intersegment revenue External Revenue
Built and Natural Environment
Europe 83,323 10,151 (719) 92,755
AAP 47,940 11,090 (101) 58,929
Intra BNE eliminations (104) (3) 107 -
Total BNE 131,159 21,238 (713) 151,684
Energy 108,024 16,646 (211) 124,459
Group eliminations (857) (67) 924 -
Total 238,326 37,817 - 276,143

 

£000's Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
Built and Natural Environment
Europe 9,825 (307) 9,518 (804) 8,714
APP 6,286 (56) 6,230 (2,188) 4,042
Total BNE 16,111 (363) 15,748 (2,992) 12,756
Energy 19,119 (43) 19,076 (7,169) 11,907
Total 35,230 (406) 34,824 (10,161) 24,663

Segment results for the period ended 30 June 2011:

£000's Fees Recharged expenses Intersegment revenue External revenue
Built and Natural Environment:
Europe 86,319 12,049 (763) 97,605
AAP 42,165 8,890 (334) 50,721
Intra BNE eliminations (31) - 31 -
Total BNE 128,453 20,939 (1,066) 148,326
Energy 85,503 17,882 (193) 103,192
Group eliminations (1,101) (158) 1,259 -
Total 212,855 38,663 - 251,518

 

£000's Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
Built and Natural Environment
Europe 8,978 (986) 7,992 (722) 7,270
APP 4,680 (98) 4,582 (2,068) 2,514
Total BNE 13,658 (1,084) 12,574 (2,790) 9,784
Energy 14,324 (3) 14,321 (579) 13,742
Total 27,982 (1,087) 26,895 (3,369) 23,526

Segment results for the year ended 31 December 2011:

£000's Fees Recharged expenses Intersegment revenue External revenue
Built and Natural Environment:
Europe 178,215 24,548 (1,935) 200,828
AAP 90,992 15,451 (945) 105,498
Intra BNE eliminations (89) - 89 -
Total BNE 269,118 39,999 (2,791) 306,326
Energy 186,117 36,619 (352) 222,384
Group eliminations (2,506) (637) 3,143 -
Total 452,729 75,981 - 528,710

 

£000's Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
Built and Natural Environment
Europe 18,002 (1,572) 16,430 (1,365) 15,065
APP 11,017 (103) 10,914 (4,769) 6,145
Total BNE 29,019 (1,675) 27,344 (6,134) 21,210
Energy 32,099 (77) 32,022 (4,227) 27,795
Total 61,118 (1,752) 59,366 (10,361) 49,005

Group reconciliation

£000's 30 June 2012 30 June 2011 31 Dec 2011
Revenue 276,143 251,518 528,710
Recharged expenses (37,817) (38,663) (75,981)
Fees 238,326 212,855 452,729
Underlying profit 35,230 27,982 61,118
Reorganisation costs (406) (1,087) (1,752)
Unallocated expenses (3,843) (3,219) (6,321)
Operating profit before amortisation of acquired intangibles and transaction related costs 30,981 23,676 53,045
Amortisation of acquired intangibles and transaction related costs (10,161) (3,369) (10,361)
Operating profit 20,820 20,307 42,684
Net finance costs (964) (1,195) (2,233)
Profit before tax 19,856 19,112 40,451

Total segment assets were as follows:

£000's 30 June 2012 31 December 2011
Build and Natural Environment
Europe 233,338 237,335
AAP 121,357 120,029
Total BNE 354,695 357,364
Energy 182,898 195,362
Unallocated 3,830 4,237
Total 541,423 556,963

5. Income taxes

The tax charge for the period has been calculated using an estimate of the effective annual rate of tax for each taxing jurisdiction for the full year. These rates have been applied to the pre-tax profits for each jurisdiction for the six months ended 30 June 2012. The Group has separately calculated the tax rates applicable to amortisation of intangibles and transaction related costs for the period. Tax rate changes that were substantively enacted at the balance sheet date have been factored into the calculation of the effective tax rates.

30 June 2012 30 June 2011 31 December 2011
Tax rate on PBTA 29.2% 30.8% 28.7%
Tax rate on "amortisation of acquired intangibles and transaction related costs" 12.2% 41.9% 31.4%
Tax rate on PBT 37.9% 28.9% 28.0%

6. Earnings per share

The calculations of earnings per share are based on the profit attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding during the period as shown below:

Six months
ended
30 June
Six months
ended
30 June
Year ended 31 Dec
£000's 2012 2011 2011
Profit attributable to ordinary shareholders 12,322 13,593 29,111
000's
Weighted average number of ordinary shares for the purposes of basic earnings per share 216,835 215,590 215,727
Effect of employee share schemes 1,406 1,587 1,547
Weighted average number of ordinary shares for the purposes of diluted earnings per share 218,241 217,177 217,274
Basic earning per share (pence) 5.68 6.31 13.49
Diluted earnings per share (pence) 5.65 6.26 13.40

The directors consider that earnings per share before amortisation of acquired intangibles and transaction related costs and, for the year ended 31 December 2011, the effects of the change in Australian tax law, Tax law Amendments (2010 measures No.1) Act, enacted in July 2010 provides a more meaningful measure of the Group’s performance than statutory earnings per share. The calculation of adjusted basic and diluted earnings per share is based on the weighted average number of ordinary shares during the period as shown above, the profit attributable to ordinary shareholders before the amortisation of acquired intangibles and transaction related costs and the tax thereon, and the change in Australian tax law as shown in the table below:


£000's Six months ended 30 June 2011 Six months ended 30 June 2010 Year ended 31 Dec 2010
Profit attributable to ordinary shareholders 12,322 13,593 29,111
Amortisation of acquired intangibles and transaction related costs 10,161 3,369 10,361
Tax on amortisation of acquired intangibles and transaction related costs (1,234) (1,410) (3,256)
Change in Australian tax law - - (238)
Adjusted profit attributable to ordinary shareholders 21,249 15,552 35,978
Adjusted basic earnings before per share (pence) 9.80 7.21 16.68
Adjusted diluted earnings per share (pence) 9.74 7.16 16.56

7. Property, plant and equipment

During the six months ended 30 June 2012, the Group acquired assets with a cost of £4,628,000 (six months to 30 June 2011: £4,744,000), which includes £nil acquired through business combinations (six months to 30 June 2011: £701,000). Assets with a net book value of £171,000 were disposed of during the six months ended 30 June 2012 (six months ended 30 June 2011: £204,000).

In the Netherlands the Group has a capital commitment of £1,014,000 related to the fit out of a new laboratory (30 June 2011: £nil).

8. Acquisitions

The Group did not complete any acquisitions during the first half of 2012. Since the end of the period the Group completed the acquisition of Manidis Roberts Pty Ltd (see note 13).

A reconciliation of goodwill in respect of acquisitions made in 2011 is given below:

£000s EHI TMT
Goodwill at 1 January 2012 1,509 1,669
Adjustments to opening balance sheet 232 -
Foreign exchange gains and losses (8) (15)
Goodwill at 30 June 2012 1,733 1,654

There were no accumulated impairment losses at the beginning or the end of the period.

The Group also acquired Nautilus, Espey and ASA in 2011, which each generated negative goodwill upon consolidation as a result of the accounting treatment of contingent deferred consideration adopted in 2011.

The opening balance sheets of EHI, Nautilus and TMT have now been finalised. Within EHI an additional deferred tax liability of £232,000 was recognised. No other amendments to the previously reported acquisition values have been made in respect of these acquisitions.

The Group retains commitments to pay deferred consideration to the vendors of Nautilus, EHI, TMT, Espey and ASA contingent upon their continuing employment with the Group which are recognised as employment costs over the deferred consideration period. The Group considers it probable that these deferred consideration payments will be made.

The cash commitments at 30 June 2012 in respect of contingent deferred consideration treated as remuneration that the Group expects to settle and the estimated remuneration charge for each financial year assuming exchange rates remain constant are disclosed in the table below:

£000's Cash commitment Remuneration charge
EHI 3,946 3,920
Nautilus 7,712 5,930
TMT 3,626 1,190
15,284 11,040

The balance sheet at 30 June 2012 includes, within deferred consideration current liabilities, contingent deferred consideration remuneration expense accrued but not paid totalling £4,244,000.

9. Share capital

2012 Number 000's 2012 £000's 2011 Number 000's 2011 £000's
Authorised
Ordinary shares of 3p each at 30 June 240,000 7,200 240,000 7,200
Issued and fully paid
Ordinary shares of 3p each at 1 January 218,138 6,544 217,219 6,516
Issued under employee share schemes 911 27 436 14
At 30 June 219,049 6,571 217,655 6,530

10. Other reserves

£000's Merger reserve Employee trust Translation reserve Total
Changes in equity during 2012
At 1 January 2012 21,256 (7,375) 29,418 43,299
Exchange differences - - (2,634) (2,634)
Issue of new shares - (634) - (634)
Purchase of own shares - (400) - (400)
At 30 June 2012 21,256 (8,409) 26,784 39,631
Changes in equity during 2011
At 1 January 2011 21,256 (5,904) 30,229 45,581
Exchange differences - - 4,562 4,562
Issue of new shares - (624) - (624)
Purchase of own shares - (356) - (356)
At 30 June 2011 21,256 (6,884) 34,791 49,163

11. Dividends

The following dividends were recognised as distributions to equity holders in the period:

£000's Six months ended 30 June 2012 Six months ended 30 June 2011 Year ended 31 Dec 2011
Final dividend for 2011 2.9p per share 6,325 - -
Interim dividend for 2011 2.66p per share - - 5,773
Final dividend for 2010 2.52p per share - 5,460 5,460
6,325 5,460 11,233

An interim dividend in respect of the six months ended 30 June 2012 of 3.06 pence per share, amounting to a total dividend of £6,681,000 was approved by the Directors of RPS Group Plc on 31 July 2012.These condensed consolidated interim financial statements do not reflect this dividend payable.

12. Note to the condensed consolidated cash flow statement

Six months
ended
30 June
Six months
ended
30 June
Year ended 31 Dec
£000's 2012 2011 2011
Operating profit 20,820 20,307 42,684
Adjustments for:
Depreciation 4,248 3,890 8,032
Amortisation of acquired intangibles 5,117 5,062 10,839
Loss on disposal of business 112 - -
Negative goodwill - (5,537) (9,067)
Contingent deferred consideration treated as remuneration 4,674 4,828 9,256
Share based payment expense 1,001 1,146 2,431
Loss on sale of property, plant and equipment 31 94 27
Share of profit of associates - (24) (24)
Revaluation of investment in associate - (1,490) (1,490)
36,003 28,276 62,688
Increase in trade and other receivables (1,634) (3,015) (3,924)
(Decrease)/increase in trade and other payables (3,184) 2,417 12,289
Adjusted cash generated from operations* 31,185 27,678 71,053

* Adjusted cash generated from operations is before payment of deferred consideration treated as remuneration.

The table below provides an analysis of net bank borrowings, comprising cash and cash equivalents, interest bearing bank loans and finance leases, during the six months ended 30 June 2012.

£000's At 1 January 2012 Cash flow Foreign exchange At 30 June 2012
Cash and cash equivalents 24,458 (6,592) (414) 17,452
Bank loans (45,705) 9,050 416 (36,239)
Finance lease creditor (2,276) 579 17 (1,680)
Net bank borrowings (23,523) 3,037 19 (20,467)

The cash balance includes £2,431,000 (31 December 2011: £3,304,000) that is restricted in its use.

13. Events after the balance sheet date

Since the period end the Group has acquired the entire share capital of Manidis Roberts Pty Ltd, an Australian consulting firm, for a maximum consideration of A$30.0 million (equivalent to £20.0 million, at an exchange rate of A$1.50 to £1). Consideration paid at completion was A$18.0 million (£12.0 million). Subject to certain operational conditions being met, two further sums of A$6.0 million (£4.0 million) will be paid on the first and second anniversaries of the transaction. If these operational conditions are not met, the deferred payments will not be made until the tenth anniversary of the acquisition. The deferred amounts include the payment of market rate interest.

Since this acquisition was completed on 19 July 2012, it is not practicable to provide the remaining information required by IFRS 3.

14. Principal risks and uncertainties

The nature of the principal risks and uncertainties faced by the Group have not changed significantly since the 2011 Report and Accounts was published. These risks, together with a description of the approach to mitigate them, are set out on page 9 of the 2011 Report and Accounts (available on the Group's web-site at www.rpsgroup.com) and are summarised as follows:

  • Economic environment
  • Material adverse events
  • Recruitment and retention of key personnel
  • Market position and reputation
  • Compliance and litigation
  • Business acquisitions
  • Funding
  • Health and safety

From time to time the Group receives claims from clients and suppliers. Some of these result in payments to the claimants by the Group and its insurers. The Board reviews all significant claims at each board meeting and more regularly if required. The Board is currently satisfied that the Group has sufficient provisions in its balance sheet to meet all likely uninsured liabilities, including those which have arisen for the first time in 2012.

The Board keeps under review the potential effect of economic circumstances. The continuing uncertainty in the global economic outlook inevitably increases the trading and balance sheet risks to which the Group is exposed.

15. Related party transactions

There are no significant changes in the nature and size of related party transactions for the period to those reported in the 2011 Report and Accounts.

16. Forward-looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of RPS Group plc. These statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. The continuing uncertainty in global economic outlook inevitably increases the risks to which the Group is exposed Statements in respect of the Group's performance in the year to date are based upon unaudited management accounts for the period January to June 2012. The Board considers market expectations for 2012 are best defined by taking the range of forecasts of PBTA for the full year published by analysts who consistently follow the Group. The current range of forecasts of which the Board is aware is £58.4 to £60.1 million. Nothing in this announcement should be construed as a profit forecast.

17. Publication

A copy of this announcement will be posted on the Company's website at www.rpsgroup.com.

INDEPENDENT REVIEW REPORT TO RPS GROUP PLC

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2012, which comprises the Condensed consolidated income statement, the Condensed consolidated statement of comprehensive income, the Condensed consolidated balance sheet, the Condensed consolidated cash flow statement, the Condensed consolidated statement of changes in equity and the related notes 1 to 17. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 ";Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review 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 formed.

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 Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

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

Our Responsibility

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

Scope of Review

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

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2012 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

Deloitte LLP
Chartered Accountants and Statutory Auditor
Reading, United Kingdom

 

2016

Half Year Results for the six months ended 30 June 2012

02 August 2012

Half Year Results for the six months ended 30 June 2012

Results for the period as anticipated. Board still expects growth in second half. Group's financial position remains strong; interim dividend again increased 15%.

2012 2011
Business Performance H1 H1
Revenue (£m) 276.1.5 251.5
Fee income (£m) 238.3 212.9
PBTA (1) (£m) 30.0 22.5
Adjusted earnings per share (2)(basic) (p) 9.80 7.21
Adjusted operating cash flow (£m) (3) 31.2 27.7
Dividend per share (p) 3.06 2.66
Profit before tax (£m) 19.9 19.1
Statutory profit before tax (£m) 19.9 19.1
Statutory earnings per share (basic) (p) 5.68 6.05

(1) PBTA is profit before tax, amortisation of acquired intangibles and transaction related costs.
(2) Adjusted earnings per share is before amortisation of acquired intangibles and transaction related costs and the related tax.
(3) Adjusted operating cash flow is before deferred consideration treated as remuneration.

Brook Land, Chairman, commenting on the results, said:

"The Group has delivered an excellent performance in the first half and remains on track to deliver good growth in the full year. We continue to invest in markets less affected by economic turbulence, whilst managing our business carefully in markets where client expenditure remains affected by economic uncertainty. This strategy has positioned us well, with over two thirds of Group profit now being earned outside Europe."

"July 2012 marked the 25th anniversary of RPS's introduction to the public markets. Over this period our growth has only been disrupted by the deep recession of the early 1990's and the recent global financial crisis. Between those two events we delivered a long period of sustained growth. The Board is confident that, as economic conditions allow, the Group's business model should enable us to produce another period of good growth".

2 August 2012

 

ENQUIRIES
RPS Group plc
Dr Alan Hearne, Chief Executive Tel: 01235 863206
Gary Young, Finance Director
College Hill
Matthew Smallwood Tel: 020 7457 2020
Justine Warren

 

RPS is an international consultancy providing advice upon the development of natural resources, land and property, the management of the environment and the health and safety of people. We have offices in the UK, Ireland, the Netherlands, the Americas and Australia/Asia Pacific and undertake projects in many other parts of the world. The Group is a constituent of both the FTSE 250 and FTSE 4 Good Indices.

 

Results

The Group's results for the first half were significantly better than in the same period in 2011. Profit (before tax, amortisation of acquired intangibles and transaction related costs) increased to £30.0 million (2011: £22.5 million). Basic earnings per share (before amortisation and transaction related costs) increased to 9.80 pence (2011: 7.21 pence).

The contribution of both segments to Group profit increased significantly:

(£m)* 2012 2011
H1 H1
Energy 19.1 14.3 +33%
Built and Natural Environment 15.7 12.6 +25%
Total 34.8 26.9 +29%

* before amortisation of acquired intangibles and transaction related costs.

Cash Flow, Funding and Dividend

Our conversion of profit into cash continued at an encouraging level and our balance sheet remains strong. After funding acquisition investment of £6.4 million in the period, net bank borrowings at 30 June were £20.5 million (31 December 2011: £23.5 million).

The bank facilities of £125 million we had in place with Lloyds Banking Group until July 2013 have been replaced early on terms the Board considers to be favourable. We now have in place a new £125 million facility until July 2016. This comprises £75 million of committed revolving credit facility, with an additional £50 million available as required. That the facility was readily available reflects the Group's excellent management of our balance sheet through the economic and financial troubles of recent years and the strong relationship we have built with Lloyds over the last two decades.

The Board remains confident about the Group's financial strength and has, once again, increased the interim dividend by 15% to 3.06 pence per share (2011: 2.66 pence) payable on 18 October 2012 to shareholders on the register on 21 September 2012.

Acquisitions

The acquisitions made in 2011 have been successfully integrated and are performing well. As planned we have built a strong position in the global oceanographic market, combining ASA and EHI with our existing activities in Australia and drawing upon our extensive contacts with offshore oil and gas operators. Our profile in technical training for the oil and gas industry increased significantly with the acquisition of Nautilus, whilst our water business in south west USA has been strengthened with the acquisition of Espey in Texas.

After the period end, we completed the acquisition of Manidis Roberts Pty Ltd. ("MR"). This significantly increases the strength of our business in Australia, particularly in New South Wales ("NSW").

MR has a strong presence in the infrastructure market in NSW, dealing with environmental issues related to water, power supply and transport projects. We believe the skills and profile of the 90 MR staff will add significantly to our presence in these markets and we will also be able to introduce them to clients in other sectors, particularly energy infrastructure, across Australia.

Full details of the MR transaction were announced on 19 July 2012. Further acquisitions are under consideration in those markets we believe to be robust.

Markets and Trading

Energy

We provide internationally recognised consultancy services to the oil and gas industries from bases in the UK, USA, Canada and Australia Asia Pacific. These act as regional centres for projects undertaken in many other countries. The first half results delivered the significant growth anticipated and a further improvement to the already strong margin:

2012 2011
H1 H1
Fee income (£m) 108.0 85.5 +26%
Profit* (£m) 19.1 14.3 +33%
Margin % 17.7 16.7

*before amortisation of acquired intangibles and transaction related costs.

Our clients' investment in conventional oil and gas exploration and production continued to grow, although pricing pressures remain. Our activity in the unconventionals market remained buoyant internationally, with a shift from gas to liquids in the USA. We experienced an encouraging uplift in activity in Australia Asia Pacific and continued to see a strong performance in North America. This was based on both domestic and international projects, including good activity levels in the Gulf of Mexico. Following last year's political disturbances, our activity in North Africa remains subdued, although prospects elsewhere in Africa continue to improve. Our activity in the Middle East has developed good prospects in Iraq.

Our training and oceanographic businesses performed well and our reputation as independent advisors to the financial services market continued to grow. The availability of technical staff has tightened in recent months and we have begun again to experience recruitment and retention issues. Nonetheless, we continue to look for a strong performance in the year as a whole.

Built and Natural Environment ("BNE")

Within these businesses we provide a wide range of consultancy services to many aspects of the property and infrastructure development and management sectors. These include: environmental assessment, the management of water resources, health and safety, risk management, town and country planning, building, landscape and urban design, surveying and transport planning. Profit in the first half improved, as did the margin:

2012 2011
H1 H1
Fee income (£m) 131.2 128.5 +2%
Profit* (£m) 15.7 12.6 +25%
Margin % 12.0 9.8

* before amortisation of acquired intangibles and transaction related costs.

Australia Asia Pacific

Our BNE business in Australia Asia Pacific produced significantly better results than in the same period in 2011, partly as a result of recovery from the floods in early 2011. We continue to benefit from the high levels of investment in the activities and associated infrastructure necessary to deliver mining, coal seam gas and associated LNG projects, particularly in Queensland. These provide the opportunity for us to deliver a wide range of services to clients. Some of the traditional gas projects offshore Western Australia have now moved into the development phase. This has reduced demand for our higher margin planning and environmental assessment advice. The second quarter also saw delays in the start up of new phases of work in a number of these major projects. We are hopeful these projects will come on stream in the second half and have taken the opportunity to fine tune the focus of our west coast activities to take advantage of this evolving market.

Outside the natural resources sector the Australian economy seems to have come under further pressure in the first half of the year, as global economic concerns have reduced consumer and business confidence. As a result, conditions in the commercial development market seem to have deteriorated a little further. Our re-positioning away from this part of the economy to public sector and energy infrastructure projects has provided us with significant protection. The acquisition of Manidis Roberts significantly strengthens our business in New South Wales, as well as increasing our penetration into those parts of Australian public sector infrastructure market likely to remain buoyant, including water, transport and power supply. Overall, the Board continues to anticipate good growth in the full year.

2012 2011
H1 H1
Fee income (£m) 47.9 42.2 +14%
Profit* (£m) 6.2 4.6 +36%
Margin % 13.0 10.9

*before amortisation of acquired intangibles and transaction related costs.

Europe

Our BNE business in Europe increased its contribution compared with the same period last year, in significant part due to a reduction in reorganisation costs. Many of our traditional commercial development clients remained cautious about investing in new capital projects. We have, instead, focussed on providing further support to those clients developing energy infrastructure, such as on and off shore windfarms, pipelines and interconnectors, power stations (nuclear, gas coal and biomass) and waste to energy plants. Investment potential is greater in this market, although the lack of a clear energy policy framework in the UK creates uncertainty for our clients and, therefore, our likely work flow.

We also provide support to our clients' operations in the water, health and safety and risk management sectors, in order to enable them to comply with legislation and regulation. We continued to see reasonable levels of activity in these markets, although some UK water clients have recently begun to reduce significantly requirements from the unexpectedly high levels experienced in 2011. Although exposed directly to eurozone uncertainty, both our Irish and Dutch businesses performed well. At the end of March, as planned, we completed the sale of the bulk of our small facilities management business in Ireland. Taking account of this, on a "like for like" basis, fee income in Europe increased a little. As a result of the renewed financial and economic uncertainty in Europe, the second half is likely to be weaker than the first, although achieving modest growth in the full year remains possible.

2012 2011
H1 H1
Fee income (£m) 83.3 86.3 (3%)
Profit* (£m) 9.5 8.0 +19%
Margin % 11.4 9.3

* before amortisation of acquired intangibles and transaction related costs.

As reported in the Group's 2011 Results, our auditor at the time indicated that it did not agree with the Group's interpretation of the accounting standard (IFRS3) in relation to deferred consideration. The RPS Board, therefore, notes with interest that the International Financial Reporting Standards Interpretations Committee (IFRIC), having considered this matter, is consulting with its counterpart in the US with a view to issuing guidance which may enable RPS to revert to its previous accounting method. The Board will consider its position when IFRIC makes its final views known. In the meantime we are required to expense deferred consideration. During the first half of 2012 this resulted in a non-cash expense of £4.7 million, which is not tax deductible. This reduced statutory profit before tax and earnings per share significantly. The MR transaction was executed in a manner which does not give rise to this treatment, whichever interpretation of IFRS3 eventually emerges.

Deferred Consideration

As reported in the Group's 2011 Results, our auditor at the time indicated that it did not agree with the Group's interpretation of the accounting standard (IFRS3) in relation to deferred consideration. The RPS Board, therefore, notes with interest that the International Financial Reporting Standards Interpretations Committee (IFRIC), having considered this matter, is consulting with its counterpart in the US with a view to issuing guidance which may enable RPS to revert to its previous accounting method. The Board will consider its position when IFRIC makes its final views known. In the meantime we are required to expense deferred consideration. During the first half of 2012 this resulted in a non-cash expense of £4.7 million, which is not tax deductible. This reduced statutory profit before tax and earnings per share significantly. The MR transaction was executed in a manner which does not give rise to this treatment, whichever interpretation of IFRS3 eventually emerges

Group Prospects

We remain on track to produce good growth in 2012. Our focus on energy and energy infrastructure markets provides the Group with a substantial underpin to its prospects. Such projects require the broad range of skills we have developed, consequently, we believe that our strategy of building multi-disciplinary businesses in each of the regions in which we operate remains attractive and achievable. We will, therefore, continue to develop our business organically in this way, whilst seeking further acquisition opportunities. Our balance sheet has the strength to continue to support both our investment strategy and an increasing dividend.

Board of Directors
RPS Group plc

2 August 2012

 

Condensed consolidated income statement

Notes Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's 2012 2011 2011
Revenue 3 276,143 251,518 528,710
Recharged expenses 3 (37,817) (38,663) (75,981)
Fee income 3 238,326 212,855 452,729
Operating profit before amortisation of acquired intangibles and transaction related costs 3,4 30,981 23,676 53,045
Amortisation of acquired intangibles and transaction related costs 4 (10,161) (3,369) (10,361)
Operating profit 20,820 20,307 42,684
Finance costs (1,059) (1,365) (2,541)
Finance income 95 170 308
Profit before tax, amortisation of acquired intangibles and transaction related costs 30,017 22,481 50,812
Profit before tax 19,856 19,112 40,451
Tax expense 5 (7,534) (5,519) (11,340)
Profit for the period attributable to equity holders of the parent 12,322 13,593 29,111
Basic earnings per share (pence) 6 5.68 6.31 13.49
Diluted earnings per share (pence) 6 5.65 6.26 13.40
Adjusted basic earnings per share (pence) 6 9.80 7.21 16.68
Adjusted diluted earnings per share (pence) 6 9.74 7.16 16.56

 

Condensed consolidated statement of comprehensive income

Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's 2012 2011 2011
Profit for the period 12,322 13,593 29,111
Exchange differences (2,634) 4,562 (811)
Tax recognised directly in equity - 188 -
Total recognised comprehensive income for the period attributable to equity holders of the parent 9,688 18,343 28,300

 

Condensed consolidated balance sheet

As at 30 June As at 30 June As at 31 December
£000's Notes 2012 2011 2011
Assets
Non-current assets
Intangible assets 320,911 331,486 329,112
Property, plant and equipment 7 29,925 29,420 30,070
Investments - 41 41
350,836 360,947 359,223
Current assets
Trade and other receivables 172,678 169,882 171,751
Cash at bank 17,909 17,855 25,989
190,587 187,737 197,740
Liabilities
Current liabilities
Borrowings 1,554 2,973 2,959
Deferred consideration 8,427 8,635 10,327
Trade and other payables 103,891 99,518 109,496
Corporation tax liabilities 3,883 2,785 3,331
Provisions 4,315 2,612 3,903
122,070 116,523 130,016
Net current assets 68,517 71,214 67,724
Non-current liabilities
Borrowings 36,822 50,690 46,554
Deferred consideration - 3,872 -
Other creditors 1,784 1,247 1,665
Deferred tax liabilities 10,053 14,586 11,594
Provisions 2,089 2,998 2,684
50,748 73,393 62,497
Net assets 368,605 358,768 364,450
Equity
Share capital 9 6,571 6,530 6,544
Share premium 105,140 102,911 103,717
Other reserves 10 39,631 49,163 43,299
Retained earnings 217,263 200,164 210,890
Total shareholders' equity 368,605 358,768 364,450

 

Condensed consolidated cash flow statement

Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's Notes 2012 2011* 2011*
Adjusted cash generated from operations 12 31,185 27,678 71,053
Deferred consideration treated as remuneration (6,214) (2,281) (3,743)
Cash generated from operations 24,971 25,397 67,310
Interest paid (908) (1,143) (2,373)
Interest received 95 170 308
Income taxes paid (9,910) (6,764) (12,781)
Net cash from operating activities 14,248 17,660 52,464
Cash flows from investing activities
Purchases of subsidiaries net of cash acquired - (11,202) (17,090)
Deferred consideration (165) (830) (5,084)
Purchase of property, plant and equipment (4,661) (3,812) (9,024)
Sale of property, plant and equipment 150 109 362
Dividends received - 256 256
Net cash used in investing activities (4,676) (15,479) (30,580)
Cash flows from financing activities
Proceeds from issue of share capital 190 102 179
Purchase of own shares (400) (356) (356)
Proceeds from/(repayments of) bank borrowings (9,050) 7,005 2,222
Payment of finance lease liabilities (579) (689) (1,410)
Dividends paid (6,325) (5,460) (11,233)
Payment of pre-acquisition dividend - - (402)
Net cash used in financing activities (16,164) 602 (11,000)
Net (decrease)/increase in cash and cash equivalents (6,592) 2,783 10,884
Cash and cash equivalents at beginning of period 24,458 13,933 13,933
Effect of exchange rate fluctuations (414) (185) (359)
Cash and cash equivalents at end of period 12 17,452 16,531 24,458
Cash and cash equivalents comprise:
Cash at bank 17,909 17,855 25,989
Bank overdraft (457) (1,324) (1,531)
Cash and cash equivalents at end of period 17,452 16,531 24,458

* see note 1

 

Consolidated statement of changes in equity

£000's Share capital Share premium Retained earnings Other reserves Total equity
Changes in equity during 2012
At 1 January 2012 6,544 103,717 210,890 43,299 364,450
Total comprehensive income for the period - - 12,322 (2,634) 9,688
Issue of new ordinary shares 27 1,423 (625) (634) 191
Purchase of own shares - - - (400) (400)
Share based payment expense - - 1,001 - 1,001
Dividends - - (6,325) - (6,325)
At 30 June 2012 6,571 105,140 217,263 39,631 368,605
Changes in equity during 2011
At 1 January 2011 6,516 101,941 190,955 45,581 344,993
Total comprehensive income for the period - - 13,781 4,562 18,343
Issue of new ordinary shares 14 970 (258) (624) 102
Share based payment expense - - - (356 (356
Expenses of issue of equity shares - - 1,146 - 1,146
Dividends - - (5,460) - (5,460))
At 30 June 2011 (see note 1) 6,530 102,911 200,164 49,163 358,768

An analysis of other reserves is provided in Note 10.

 

Notes to the condensed consolidated financial statements

1. Basis of preparation

RPS Group Plc (the "Company") is a company domiciled in England. The condensed consolidated interim financial statements of the Company for the six months ended 30 June 2012 comprise the Company and its subsidiaries (together referred to as the "Group").

The condensed interim financial statements have been prepared using accounting policies set out in the Report and Accounts 2011 and in accordance with IAS 34. They are unaudited but have been reviewed by the Company's auditor. The results for the year end 31 December 2011 and the balance sheet as at that date are abridged from the Company's Report and Accounts 2011 which have been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified, did not include a reference to any matters for which the auditors drew attention by way of emphasis without qualifying the report and did not contain statements under sections 498 (2) or (3) of the Companies Act 2006.

The condensed interim financial statements do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006.

In assessing the going concern basis, the directors considered the Group's business activities, the financial position of the Group and the Group's financial risk management objectives and policies. The directors have a reasonable expectation that the Company and Group have adequate resources to continue in operational existence for the foreseeable future and that it is, therefore, appropriate to adopt the going concern basis in preparing the Group's interim financial statements.

Restatement

As reported in the Group's Report and Accounts 2011, our auditor at that time, Ernst & Young LLP, indicated that it did not agree with the Group's interpretation of IFRS 3 "Business Combinations" in respect of deferred consideration. They advised the Group that the deferred consideration that was contingent on continuing employment should be recognised as a remuneration charge through the Consolidated Income Statement rather than be capitalised.

The Group agreed to this revised treatment of deferred consideration which impacted the results for the six months ended 30 June 2011 in the following ways:

1. In respect of 2010 acquisitions the Group has derecognised the deferred consideration payable that was previously shown in the balance sheet on the date of acquisition of subsidiaries. The value of goodwill has been reduced by a corresponding amount since deferred consideration is no longer considered part of the cost of investment;

2. For those acquisitions in 2010 and 2011 where the fair value of the net assets acquired is greater than the consideration transferred, the Group has recognised negative goodwill through the consolidated income statement; and

3. A remuneration charge has been recognised through the consolidated income statement within "amortisation of acquired intangibles and transaction related costs" and a corresponding accrual has been recognised in the balance sheet under "deferred consideration".

The Group explained the restatement of the results for the six months ended 30 June 2011 by means of an announcement to the London Stock Exchange dated 3 May 2012. This announcement details the restatement of the income statement and the segment results for the six months ended 30 June 2011 and the balance sheet at that date.

The condensed consolidated cash flow statement for the six months ended 30th June 2011 and the year ended 31st December 2011 have been restated so that deferred consideration treated as remuneration is included within cash generated from operating activities rather than cash flows from investing activities. In addition, the total comprehensive income in the condensed consolidated statement of changes in equity in this release has been restated to reflect the above.

2. Responsibility Statement

The directors confirm that, to the best of their knowledge this condensed set of financial statements has been prepared in accordance with IAS 34 and that this Interim Report includes a fair review of the information required by DTR 4.2.4R, DTR 4.2.7R and DTR 4.2.8R.

On behalf of the Board

A. S. Hearne - Chief Executive
G. R. Young - Group Finance Director

3. Business segments

Segment information is presented in respect of the Group's business segments which are reported to the Chief Operating Decision Maker, which is identified as the main Board of Directors of RPS Group Plc. The business segment reporting format reflects the Group's management and internal structure. Inter-segment pricing is determined on an 'arm's length' basis. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

As announced on 3 November 2011 the Group merged Planning and Development (UK and Ireland) and Environmental Management. The 30 June 2011 results are therefore shown below on this revised basis. The Group comprises the following business segments:

Built and Natural Environment ("BNE") - consultancy services advising on all aspects of the built and natural environment including the provision of energy infrastructure, planning and development, engineering, design and surveying, environmental assessment and management and risk management. Consulting services are provided on a regional basis in Europe and Australia Asia Pacific ("AAP").

Energy – the provision of integrated technical, commercial and project management support in the fields of geo-science, engineering and health, safety and environment on a global basis to the energy sector.

Segment results for the period ended 30 June 2012:

£000's Fees Recharged Expenses Intersegment revenue External Revenue
Built and Natural Environment
Europe 83,323 10,151 (719) 92,755
AAP 47,940 11,090 (101) 58,929
Intra BNE eliminations (104) (3) 107 -
Total BNE 131,159 21,238 (713) 151,684
Energy 108,024 16,646 (211) 124,459
Group eliminations (857) (67) 924 -
Total 238,326 37,817 - 276,143

 

£000's Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
Built and Natural Environment
Europe 9,825 (307) 9,518 (804) 8,714
APP 6,286 (56) 6,230 (2,188) 4,042
Total BNE 16,111 (363) 15,748 (2,992) 12,756
Energy 19,119 (43) 19,076 (7,169) 11,907
Total 35,230 (406) 34,824 (10,161) 24,663

Segment results for the period ended 30 June 2011:

£000's Fees Recharged expenses Intersegment revenue External revenue
Built and Natural Environment:
Europe 86,319 12,049 (763) 97,605
AAP 42,165 8,890 (334) 50,721
Intra BNE eliminations (31) - 31 -
Total BNE 128,453 20,939 (1,066) 148,326
Energy 85,503 17,882 (193) 103,192
Group eliminations (1,101) (158) 1,259 -
Total 212,855 38,663 - 251,518

 

£000's Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
Built and Natural Environment
Europe 8,978 (986) 7,992 (722) 7,270
APP 4,680 (98) 4,582 (2,068) 2,514
Total BNE 13,658 (1,084) 12,574 (2,790) 9,784
Energy 14,324 (3) 14,321 (579) 13,742
Total 27,982 (1,087) 26,895 (3,369) 23,526

Segment results for the year ended 31 December 2011:

£000's Fees Recharged expenses Intersegment revenue External revenue
Built and Natural Environment:
Europe 178,215 24,548 (1,935) 200,828
AAP 90,992 15,451 (945) 105,498
Intra BNE eliminations (89) - 89 -
Total BNE 269,118 39,999 (2,791) 306,326
Energy 186,117 36,619 (352) 222,384
Group eliminations (2,506) (637) 3,143 -
Total 452,729 75,981 - 528,710

 

£000's Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
Built and Natural Environment
Europe 18,002 (1,572) 16,430 (1,365) 15,065
APP 11,017 (103) 10,914 (4,769) 6,145
Total BNE 29,019 (1,675) 27,344 (6,134) 21,210
Energy 32,099 (77) 32,022 (4,227) 27,795
Total 61,118 (1,752) 59,366 (10,361) 49,005

Group reconciliation

£000's 30 June 2012 30 June 2011 31 Dec 2011
Revenue 276,143 251,518 528,710
Recharged expenses (37,817) (38,663) (75,981)
Fees 238,326 212,855 452,729
Underlying profit 35,230 27,982 61,118
Reorganisation costs (406) (1,087) (1,752)
Unallocated expenses (3,843) (3,219) (6,321)
Operating profit before amortisation of acquired intangibles and transaction related costs 30,981 23,676 53,045
Amortisation of acquired intangibles and transaction related costs (10,161) (3,369) (10,361)
Operating profit 20,820 20,307 42,684
Net finance costs (964) (1,195) (2,233)
Profit before tax 19,856 19,112 40,451

Total segment assets were as follows:

£000's 30 June 2012 31 December 2011
Build and Natural Environment
Europe 233,338 237,335
AAP 121,357 120,029
Total BNE 354,695 357,364
Energy 182,898 195,362
Unallocated 3,830 4,237
Total 541,423 556,963

5. Income taxes

The tax charge for the period has been calculated using an estimate of the effective annual rate of tax for each taxing jurisdiction for the full year. These rates have been applied to the pre-tax profits for each jurisdiction for the six months ended 30 June 2012. The Group has separately calculated the tax rates applicable to amortisation of intangibles and transaction related costs for the period. Tax rate changes that were substantively enacted at the balance sheet date have been factored into the calculation of the effective tax rates.

30 June 2012 30 June 2011 31 December 2011
Tax rate on PBTA 29.2% 30.8% 28.7%
Tax rate on "amortisation of acquired intangibles and transaction related costs" 12.2% 41.9% 31.4%
Tax rate on PBT 37.9% 28.9% 28.0%

6. Earnings per share

The calculations of earnings per share are based on the profit attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding during the period as shown below:

Six months
ended
30 June
Six months
ended
30 June
Year ended 31 Dec
£000's 2012 2011 2011
Profit attributable to ordinary shareholders 12,322 13,593 29,111
000's
Weighted average number of ordinary shares for the purposes of basic earnings per share 216,835 215,590 215,727
Effect of employee share schemes 1,406 1,587 1,547
Weighted average number of ordinary shares for the purposes of diluted earnings per share 218,241 217,177 217,274
Basic earning per share (pence) 5.68 6.31 13.49
Diluted earnings per share (pence) 5.65 6.26 13.40

The directors consider that earnings per share before amortisation of acquired intangibles and transaction related costs and, for the year ended 31 December 2011, the effects of the change in Australian tax law, Tax law Amendments (2010 measures No.1) Act, enacted in July 2010 provides a more meaningful measure of the Group’s performance than statutory earnings per share. The calculation of adjusted basic and diluted earnings per share is based on the weighted average number of ordinary shares during the period as shown above, the profit attributable to ordinary shareholders before the amortisation of acquired intangibles and transaction related costs and the tax thereon, and the change in Australian tax law as shown in the table below:


£000's Six months ended 30 June 2011 Six months ended 30 June 2010 Year ended 31 Dec 2010
Profit attributable to ordinary shareholders 12,322 13,593 29,111
Amortisation of acquired intangibles and transaction related costs 10,161 3,369 10,361
Tax on amortisation of acquired intangibles and transaction related costs (1,234) (1,410) (3,256)
Change in Australian tax law - - (238)
Adjusted profit attributable to ordinary shareholders 21,249 15,552 35,978
Adjusted basic earnings before per share (pence) 9.80 7.21 16.68
Adjusted diluted earnings per share (pence) 9.74 7.16 16.56

7. Property, plant and equipment

During the six months ended 30 June 2012, the Group acquired assets with a cost of £4,628,000 (six months to 30 June 2011: £4,744,000), which includes £nil acquired through business combinations (six months to 30 June 2011: £701,000). Assets with a net book value of £171,000 were disposed of during the six months ended 30 June 2012 (six months ended 30 June 2011: £204,000).

In the Netherlands the Group has a capital commitment of £1,014,000 related to the fit out of a new laboratory (30 June 2011: £nil).

8. Acquisitions

The Group did not complete any acquisitions during the first half of 2012. Since the end of the period the Group completed the acquisition of Manidis Roberts Pty Ltd (see note 13).

A reconciliation of goodwill in respect of acquisitions made in 2011 is given below:

£000s EHI TMT
Goodwill at 1 January 2012 1,509 1,669
Adjustments to opening balance sheet 232 -
Foreign exchange gains and losses (8) (15)
Goodwill at 30 June 2012 1,733 1,654

There were no accumulated impairment losses at the beginning or the end of the period.

The Group also acquired Nautilus, Espey and ASA in 2011, which each generated negative goodwill upon consolidation as a result of the accounting treatment of contingent deferred consideration adopted in 2011.

The opening balance sheets of EHI, Nautilus and TMT have now been finalised. Within EHI an additional deferred tax liability of £232,000 was recognised. No other amendments to the previously reported acquisition values have been made in respect of these acquisitions.

The Group retains commitments to pay deferred consideration to the vendors of Nautilus, EHI, TMT, Espey and ASA contingent upon their continuing employment with the Group which are recognised as employment costs over the deferred consideration period. The Group considers it probable that these deferred consideration payments will be made.

The cash commitments at 30 June 2012 in respect of contingent deferred consideration treated as remuneration that the Group expects to settle and the estimated remuneration charge for each financial year assuming exchange rates remain constant are disclosed in the table below:

£000's Cash commitment Remuneration charge
EHI 3,946 3,920
Nautilus 7,712 5,930
TMT 3,626 1,190
15,284 11,040

The balance sheet at 30 June 2012 includes, within deferred consideration current liabilities, contingent deferred consideration remuneration expense accrued but not paid totalling £4,244,000.

9. Share capital

2012 Number 000's 2012 £000's 2011 Number 000's 2011 £000's
Authorised
Ordinary shares of 3p each at 30 June 240,000 7,200 240,000 7,200
Issued and fully paid
Ordinary shares of 3p each at 1 January 218,138 6,544 217,219 6,516
Issued under employee share schemes 911 27 436 14
At 30 June 219,049 6,571 217,655 6,530

10. Other reserves

£000's Merger reserve Employee trust Translation reserve Total
Changes in equity during 2012
At 1 January 2012 21,256 (7,375) 29,418 43,299
Exchange differences - - (2,634) (2,634)
Issue of new shares - (634) - (634)
Purchase of own shares - (400) - (400)
At 30 June 2012 21,256 (8,409) 26,784 39,631
Changes in equity during 2011
At 1 January 2011 21,256 (5,904) 30,229 45,581
Exchange differences - - 4,562 4,562
Issue of new shares - (624) - (624)
Purchase of own shares - (356) - (356)
At 30 June 2011 21,256 (6,884) 34,791 49,163

11. Dividends

The following dividends were recognised as distributions to equity holders in the period:

£000's Six months ended 30 June 2012 Six months ended 30 June 2011 Year ended 31 Dec 2011
Final dividend for 2011 2.9p per share 6,325 - -
Interim dividend for 2011 2.66p per share - - 5,773
Final dividend for 2010 2.52p per share - 5,460 5,460
6,325 5,460 11,233

An interim dividend in respect of the six months ended 30 June 2012 of 3.06 pence per share, amounting to a total dividend of £6,681,000 was approved by the Directors of RPS Group Plc on 31 July 2012.These condensed consolidated interim financial statements do not reflect this dividend payable.

12. Note to the condensed consolidated cash flow statement

Six months
ended
30 June
Six months
ended
30 June
Year ended 31 Dec
£000's 2012 2011 2011
Operating profit 20,820 20,307 42,684
Adjustments for:
Depreciation 4,248 3,890 8,032
Amortisation of acquired intangibles 5,117 5,062 10,839
Loss on disposal of business 112 - -
Negative goodwill - (5,537) (9,067)
Contingent deferred consideration treated as remuneration 4,674 4,828 9,256
Share based payment expense 1,001 1,146 2,431
Loss on sale of property, plant and equipment 31 94 27
Share of profit of associates - (24) (24)
Revaluation of investment in associate - (1,490) (1,490)
36,003 28,276 62,688
Increase in trade and other receivables (1,634) (3,015) (3,924)
(Decrease)/increase in trade and other payables (3,184) 2,417 12,289
Adjusted cash generated from operations* 31,185 27,678 71,053

* Adjusted cash generated from operations is before payment of deferred consideration treated as remuneration.

The table below provides an analysis of net bank borrowings, comprising cash and cash equivalents, interest bearing bank loans and finance leases, during the six months ended 30 June 2012.

£000's At 1 January 2012 Cash flow Foreign exchange At 30 June 2012
Cash and cash equivalents 24,458 (6,592) (414) 17,452
Bank loans (45,705) 9,050 416 (36,239)
Finance lease creditor (2,276) 579 17 (1,680)
Net bank borrowings (23,523) 3,037 19 (20,467)

The cash balance includes £2,431,000 (31 December 2011: £3,304,000) that is restricted in its use.

13. Events after the balance sheet date

Since the period end the Group has acquired the entire share capital of Manidis Roberts Pty Ltd, an Australian consulting firm, for a maximum consideration of A$30.0 million (equivalent to £20.0 million, at an exchange rate of A$1.50 to £1). Consideration paid at completion was A$18.0 million (£12.0 million). Subject to certain operational conditions being met, two further sums of A$6.0 million (£4.0 million) will be paid on the first and second anniversaries of the transaction. If these operational conditions are not met, the deferred payments will not be made until the tenth anniversary of the acquisition. The deferred amounts include the payment of market rate interest.

Since this acquisition was completed on 19 July 2012, it is not practicable to provide the remaining information required by IFRS 3.

14. Principal risks and uncertainties

The nature of the principal risks and uncertainties faced by the Group have not changed significantly since the 2011 Report and Accounts was published. These risks, together with a description of the approach to mitigate them, are set out on page 9 of the 2011 Report and Accounts (available on the Group's web-site at www.rpsgroup.com) and are summarised as follows:

  • Economic environment
  • Material adverse events
  • Recruitment and retention of key personnel
  • Market position and reputation
  • Compliance and litigation
  • Business acquisitions
  • Funding
  • Health and safety

From time to time the Group receives claims from clients and suppliers. Some of these result in payments to the claimants by the Group and its insurers. The Board reviews all significant claims at each board meeting and more regularly if required. The Board is currently satisfied that the Group has sufficient provisions in its balance sheet to meet all likely uninsured liabilities, including those which have arisen for the first time in 2012.

The Board keeps under review the potential effect of economic circumstances. The continuing uncertainty in the global economic outlook inevitably increases the trading and balance sheet risks to which the Group is exposed.

15. Related party transactions

There are no significant changes in the nature and size of related party transactions for the period to those reported in the 2011 Report and Accounts.

16. Forward-looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of RPS Group plc. These statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. The continuing uncertainty in global economic outlook inevitably increases the risks to which the Group is exposed Statements in respect of the Group's performance in the year to date are based upon unaudited management accounts for the period January to June 2012. The Board considers market expectations for 2012 are best defined by taking the range of forecasts of PBTA for the full year published by analysts who consistently follow the Group. The current range of forecasts of which the Board is aware is £58.4 to £60.1 million. Nothing in this announcement should be construed as a profit forecast.

17. Publication

A copy of this announcement will be posted on the Company's website at www.rpsgroup.com.

INDEPENDENT REVIEW REPORT TO RPS GROUP PLC

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2012, which comprises the Condensed consolidated income statement, the Condensed consolidated statement of comprehensive income, the Condensed consolidated balance sheet, the Condensed consolidated cash flow statement, the Condensed consolidated statement of changes in equity and the related notes 1 to 17. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 ";Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review 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 formed.

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 Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

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

Our Responsibility

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

Scope of Review

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

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2012 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

Deloitte LLP
Chartered Accountants and Statutory Auditor
Reading, United Kingdom

 

2015

Half Year Results for the six months ended 30 June 2012

02 August 2012

Half Year Results for the six months ended 30 June 2012

Results for the period as anticipated. Board still expects growth in second half. Group's financial position remains strong; interim dividend again increased 15%.

2012 2011
Business Performance H1 H1
Revenue (£m) 276.1.5 251.5
Fee income (£m) 238.3 212.9
PBTA (1) (£m) 30.0 22.5
Adjusted earnings per share (2)(basic) (p) 9.80 7.21
Adjusted operating cash flow (£m) (3) 31.2 27.7
Dividend per share (p) 3.06 2.66
Profit before tax (£m) 19.9 19.1
Statutory profit before tax (£m) 19.9 19.1
Statutory earnings per share (basic) (p) 5.68 6.05

(1) PBTA is profit before tax, amortisation of acquired intangibles and transaction related costs.
(2) Adjusted earnings per share is before amortisation of acquired intangibles and transaction related costs and the related tax.
(3) Adjusted operating cash flow is before deferred consideration treated as remuneration.

Brook Land, Chairman, commenting on the results, said:

"The Group has delivered an excellent performance in the first half and remains on track to deliver good growth in the full year. We continue to invest in markets less affected by economic turbulence, whilst managing our business carefully in markets where client expenditure remains affected by economic uncertainty. This strategy has positioned us well, with over two thirds of Group profit now being earned outside Europe."

"July 2012 marked the 25th anniversary of RPS's introduction to the public markets. Over this period our growth has only been disrupted by the deep recession of the early 1990's and the recent global financial crisis. Between those two events we delivered a long period of sustained growth. The Board is confident that, as economic conditions allow, the Group's business model should enable us to produce another period of good growth".

2 August 2012

 

ENQUIRIES
RPS Group plc
Dr Alan Hearne, Chief Executive Tel: 01235 863206
Gary Young, Finance Director
College Hill
Matthew Smallwood Tel: 020 7457 2020
Justine Warren

 

RPS is an international consultancy providing advice upon the development of natural resources, land and property, the management of the environment and the health and safety of people. We have offices in the UK, Ireland, the Netherlands, the Americas and Australia/Asia Pacific and undertake projects in many other parts of the world. The Group is a constituent of both the FTSE 250 and FTSE 4 Good Indices.

 

Results

The Group's results for the first half were significantly better than in the same period in 2011. Profit (before tax, amortisation of acquired intangibles and transaction related costs) increased to £30.0 million (2011: £22.5 million). Basic earnings per share (before amortisation and transaction related costs) increased to 9.80 pence (2011: 7.21 pence).

The contribution of both segments to Group profit increased significantly:

(£m)* 2012 2011
H1 H1
Energy 19.1 14.3 +33%
Built and Natural Environment 15.7 12.6 +25%
Total 34.8 26.9 +29%

* before amortisation of acquired intangibles and transaction related costs.

Cash Flow, Funding and Dividend

Our conversion of profit into cash continued at an encouraging level and our balance sheet remains strong. After funding acquisition investment of £6.4 million in the period, net bank borrowings at 30 June were £20.5 million (31 December 2011: £23.5 million).

The bank facilities of £125 million we had in place with Lloyds Banking Group until July 2013 have been replaced early on terms the Board considers to be favourable. We now have in place a new £125 million facility until July 2016. This comprises £75 million of committed revolving credit facility, with an additional £50 million available as required. That the facility was readily available reflects the Group's excellent management of our balance sheet through the economic and financial troubles of recent years and the strong relationship we have built with Lloyds over the last two decades.

The Board remains confident about the Group's financial strength and has, once again, increased the interim dividend by 15% to 3.06 pence per share (2011: 2.66 pence) payable on 18 October 2012 to shareholders on the register on 21 September 2012.

Acquisitions

The acquisitions made in 2011 have been successfully integrated and are performing well. As planned we have built a strong position in the global oceanographic market, combining ASA and EHI with our existing activities in Australia and drawing upon our extensive contacts with offshore oil and gas operators. Our profile in technical training for the oil and gas industry increased significantly with the acquisition of Nautilus, whilst our water business in south west USA has been strengthened with the acquisition of Espey in Texas.

After the period end, we completed the acquisition of Manidis Roberts Pty Ltd. ("MR"). This significantly increases the strength of our business in Australia, particularly in New South Wales ("NSW").

MR has a strong presence in the infrastructure market in NSW, dealing with environmental issues related to water, power supply and transport projects. We believe the skills and profile of the 90 MR staff will add significantly to our presence in these markets and we will also be able to introduce them to clients in other sectors, particularly energy infrastructure, across Australia.

Full details of the MR transaction were announced on 19 July 2012. Further acquisitions are under consideration in those markets we believe to be robust.

Markets and Trading

Energy

We provide internationally recognised consultancy services to the oil and gas industries from bases in the UK, USA, Canada and Australia Asia Pacific. These act as regional centres for projects undertaken in many other countries. The first half results delivered the significant growth anticipated and a further improvement to the already strong margin:

2012 2011
H1 H1
Fee income (£m) 108.0 85.5 +26%
Profit* (£m) 19.1 14.3 +33%
Margin % 17.7 16.7

*before amortisation of acquired intangibles and transaction related costs.

Our clients' investment in conventional oil and gas exploration and production continued to grow, although pricing pressures remain. Our activity in the unconventionals market remained buoyant internationally, with a shift from gas to liquids in the USA. We experienced an encouraging uplift in activity in Australia Asia Pacific and continued to see a strong performance in North America. This was based on both domestic and international projects, including good activity levels in the Gulf of Mexico. Following last year's political disturbances, our activity in North Africa remains subdued, although prospects elsewhere in Africa continue to improve. Our activity in the Middle East has developed good prospects in Iraq.

Our training and oceanographic businesses performed well and our reputation as independent advisors to the financial services market continued to grow. The availability of technical staff has tightened in recent months and we have begun again to experience recruitment and retention issues. Nonetheless, we continue to look for a strong performance in the year as a whole.

Built and Natural Environment ("BNE")

Within these businesses we provide a wide range of consultancy services to many aspects of the property and infrastructure development and management sectors. These include: environmental assessment, the management of water resources, health and safety, risk management, town and country planning, building, landscape and urban design, surveying and transport planning. Profit in the first half improved, as did the margin:

2012 2011
H1 H1
Fee income (£m) 131.2 128.5 +2%
Profit* (£m) 15.7 12.6 +25%
Margin % 12.0 9.8

* before amortisation of acquired intangibles and transaction related costs.

Australia Asia Pacific

Our BNE business in Australia Asia Pacific produced significantly better results than in the same period in 2011, partly as a result of recovery from the floods in early 2011. We continue to benefit from the high levels of investment in the activities and associated infrastructure necessary to deliver mining, coal seam gas and associated LNG projects, particularly in Queensland. These provide the opportunity for us to deliver a wide range of services to clients. Some of the traditional gas projects offshore Western Australia have now moved into the development phase. This has reduced demand for our higher margin planning and environmental assessment advice. The second quarter also saw delays in the start up of new phases of work in a number of these major projects. We are hopeful these projects will come on stream in the second half and have taken the opportunity to fine tune the focus of our west coast activities to take advantage of this evolving market.

Outside the natural resources sector the Australian economy seems to have come under further pressure in the first half of the year, as global economic concerns have reduced consumer and business confidence. As a result, conditions in the commercial development market seem to have deteriorated a little further. Our re-positioning away from this part of the economy to public sector and energy infrastructure projects has provided us with significant protection. The acquisition of Manidis Roberts significantly strengthens our business in New South Wales, as well as increasing our penetration into those parts of Australian public sector infrastructure market likely to remain buoyant, including water, transport and power supply. Overall, the Board continues to anticipate good growth in the full year.

2012 2011
H1 H1
Fee income (£m) 47.9 42.2 +14%
Profit* (£m) 6.2 4.6 +36%
Margin % 13.0 10.9

*before amortisation of acquired intangibles and transaction related costs.

Europe

Our BNE business in Europe increased its contribution compared with the same period last year, in significant part due to a reduction in reorganisation costs. Many of our traditional commercial development clients remained cautious about investing in new capital projects. We have, instead, focussed on providing further support to those clients developing energy infrastructure, such as on and off shore windfarms, pipelines and interconnectors, power stations (nuclear, gas coal and biomass) and waste to energy plants. Investment potential is greater in this market, although the lack of a clear energy policy framework in the UK creates uncertainty for our clients and, therefore, our likely work flow.

We also provide support to our clients' operations in the water, health and safety and risk management sectors, in order to enable them to comply with legislation and regulation. We continued to see reasonable levels of activity in these markets, although some UK water clients have recently begun to reduce significantly requirements from the unexpectedly high levels experienced in 2011. Although exposed directly to eurozone uncertainty, both our Irish and Dutch businesses performed well. At the end of March, as planned, we completed the sale of the bulk of our small facilities management business in Ireland. Taking account of this, on a "like for like" basis, fee income in Europe increased a little. As a result of the renewed financial and economic uncertainty in Europe, the second half is likely to be weaker than the first, although achieving modest growth in the full year remains possible.

2012 2011
H1 H1
Fee income (£m) 83.3 86.3 (3%)
Profit* (£m) 9.5 8.0 +19%
Margin % 11.4 9.3

* before amortisation of acquired intangibles and transaction related costs.

As reported in the Group's 2011 Results, our auditor at the time indicated that it did not agree with the Group's interpretation of the accounting standard (IFRS3) in relation to deferred consideration. The RPS Board, therefore, notes with interest that the International Financial Reporting Standards Interpretations Committee (IFRIC), having considered this matter, is consulting with its counterpart in the US with a view to issuing guidance which may enable RPS to revert to its previous accounting method. The Board will consider its position when IFRIC makes its final views known. In the meantime we are required to expense deferred consideration. During the first half of 2012 this resulted in a non-cash expense of £4.7 million, which is not tax deductible. This reduced statutory profit before tax and earnings per share significantly. The MR transaction was executed in a manner which does not give rise to this treatment, whichever interpretation of IFRS3 eventually emerges.

Deferred Consideration

As reported in the Group's 2011 Results, our auditor at the time indicated that it did not agree with the Group's interpretation of the accounting standard (IFRS3) in relation to deferred consideration. The RPS Board, therefore, notes with interest that the International Financial Reporting Standards Interpretations Committee (IFRIC), having considered this matter, is consulting with its counterpart in the US with a view to issuing guidance which may enable RPS to revert to its previous accounting method. The Board will consider its position when IFRIC makes its final views known. In the meantime we are required to expense deferred consideration. During the first half of 2012 this resulted in a non-cash expense of £4.7 million, which is not tax deductible. This reduced statutory profit before tax and earnings per share significantly. The MR transaction was executed in a manner which does not give rise to this treatment, whichever interpretation of IFRS3 eventually emerges

Group Prospects

We remain on track to produce good growth in 2012. Our focus on energy and energy infrastructure markets provides the Group with a substantial underpin to its prospects. Such projects require the broad range of skills we have developed, consequently, we believe that our strategy of building multi-disciplinary businesses in each of the regions in which we operate remains attractive and achievable. We will, therefore, continue to develop our business organically in this way, whilst seeking further acquisition opportunities. Our balance sheet has the strength to continue to support both our investment strategy and an increasing dividend.

Board of Directors
RPS Group plc

2 August 2012

 

Condensed consolidated income statement

Notes Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's 2012 2011 2011
Revenue 3 276,143 251,518 528,710
Recharged expenses 3 (37,817) (38,663) (75,981)
Fee income 3 238,326 212,855 452,729
Operating profit before amortisation of acquired intangibles and transaction related costs 3,4 30,981 23,676 53,045
Amortisation of acquired intangibles and transaction related costs 4 (10,161) (3,369) (10,361)
Operating profit 20,820 20,307 42,684
Finance costs (1,059) (1,365) (2,541)
Finance income 95 170 308
Profit before tax, amortisation of acquired intangibles and transaction related costs 30,017 22,481 50,812
Profit before tax 19,856 19,112 40,451
Tax expense 5 (7,534) (5,519) (11,340)
Profit for the period attributable to equity holders of the parent 12,322 13,593 29,111
Basic earnings per share (pence) 6 5.68 6.31 13.49
Diluted earnings per share (pence) 6 5.65 6.26 13.40
Adjusted basic earnings per share (pence) 6 9.80 7.21 16.68
Adjusted diluted earnings per share (pence) 6 9.74 7.16 16.56

 

Condensed consolidated statement of comprehensive income

Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's 2012 2011 2011
Profit for the period 12,322 13,593 29,111
Exchange differences (2,634) 4,562 (811)
Tax recognised directly in equity - 188 -
Total recognised comprehensive income for the period attributable to equity holders of the parent 9,688 18,343 28,300

 

Condensed consolidated balance sheet

As at 30 June As at 30 June As at 31 December
£000's Notes 2012 2011 2011
Assets
Non-current assets
Intangible assets 320,911 331,486 329,112
Property, plant and equipment 7 29,925 29,420 30,070
Investments - 41 41
350,836 360,947 359,223
Current assets
Trade and other receivables 172,678 169,882 171,751
Cash at bank 17,909 17,855 25,989
190,587 187,737 197,740
Liabilities
Current liabilities
Borrowings 1,554 2,973 2,959
Deferred consideration 8,427 8,635 10,327
Trade and other payables 103,891 99,518 109,496
Corporation tax liabilities 3,883 2,785 3,331
Provisions 4,315 2,612 3,903
122,070 116,523 130,016
Net current assets 68,517 71,214 67,724
Non-current liabilities
Borrowings 36,822 50,690 46,554
Deferred consideration - 3,872 -
Other creditors 1,784 1,247 1,665
Deferred tax liabilities 10,053 14,586 11,594
Provisions 2,089 2,998 2,684
50,748 73,393 62,497
Net assets 368,605 358,768 364,450
Equity
Share capital 9 6,571 6,530 6,544
Share premium 105,140 102,911 103,717
Other reserves 10 39,631 49,163 43,299
Retained earnings 217,263 200,164 210,890
Total shareholders' equity 368,605 358,768 364,450

 

Condensed consolidated cash flow statement

Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's Notes 2012 2011* 2011*
Adjusted cash generated from operations 12 31,185 27,678 71,053
Deferred consideration treated as remuneration (6,214) (2,281) (3,743)
Cash generated from operations 24,971 25,397 67,310
Interest paid (908) (1,143) (2,373)
Interest received 95 170 308
Income taxes paid (9,910) (6,764) (12,781)
Net cash from operating activities 14,248 17,660 52,464
Cash flows from investing activities
Purchases of subsidiaries net of cash acquired - (11,202) (17,090)
Deferred consideration (165) (830) (5,084)
Purchase of property, plant and equipment (4,661) (3,812) (9,024)
Sale of property, plant and equipment 150 109 362
Dividends received - 256 256
Net cash used in investing activities (4,676) (15,479) (30,580)
Cash flows from financing activities
Proceeds from issue of share capital 190 102 179
Purchase of own shares (400) (356) (356)
Proceeds from/(repayments of) bank borrowings (9,050) 7,005 2,222
Payment of finance lease liabilities (579) (689) (1,410)
Dividends paid (6,325) (5,460) (11,233)
Payment of pre-acquisition dividend - - (402)
Net cash used in financing activities (16,164) 602 (11,000)
Net (decrease)/increase in cash and cash equivalents (6,592) 2,783 10,884
Cash and cash equivalents at beginning of period 24,458 13,933 13,933
Effect of exchange rate fluctuations (414) (185) (359)
Cash and cash equivalents at end of period 12 17,452 16,531 24,458
Cash and cash equivalents comprise:
Cash at bank 17,909 17,855 25,989
Bank overdraft (457) (1,324) (1,531)
Cash and cash equivalents at end of period 17,452 16,531 24,458

* see note 1

 

Consolidated statement of changes in equity

£000's Share capital Share premium Retained earnings Other reserves Total equity
Changes in equity during 2012
At 1 January 2012 6,544 103,717 210,890 43,299 364,450
Total comprehensive income for the period - - 12,322 (2,634) 9,688
Issue of new ordinary shares 27 1,423 (625) (634) 191
Purchase of own shares - - - (400) (400)
Share based payment expense - - 1,001 - 1,001
Dividends - - (6,325) - (6,325)
At 30 June 2012 6,571 105,140 217,263 39,631 368,605
Changes in equity during 2011
At 1 January 2011 6,516 101,941 190,955 45,581 344,993
Total comprehensive income for the period - - 13,781 4,562 18,343
Issue of new ordinary shares 14 970 (258) (624) 102
Share based payment expense - - - (356 (356
Expenses of issue of equity shares - - 1,146 - 1,146
Dividends - - (5,460) - (5,460))
At 30 June 2011 (see note 1) 6,530 102,911 200,164 49,163 358,768

An analysis of other reserves is provided in Note 10.

 

Notes to the condensed consolidated financial statements

1. Basis of preparation

RPS Group Plc (the "Company") is a company domiciled in England. The condensed consolidated interim financial statements of the Company for the six months ended 30 June 2012 comprise the Company and its subsidiaries (together referred to as the "Group").

The condensed interim financial statements have been prepared using accounting policies set out in the Report and Accounts 2011 and in accordance with IAS 34. They are unaudited but have been reviewed by the Company's auditor. The results for the year end 31 December 2011 and the balance sheet as at that date are abridged from the Company's Report and Accounts 2011 which have been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified, did not include a reference to any matters for which the auditors drew attention by way of emphasis without qualifying the report and did not contain statements under sections 498 (2) or (3) of the Companies Act 2006.

The condensed interim financial statements do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006.

In assessing the going concern basis, the directors considered the Group's business activities, the financial position of the Group and the Group's financial risk management objectives and policies. The directors have a reasonable expectation that the Company and Group have adequate resources to continue in operational existence for the foreseeable future and that it is, therefore, appropriate to adopt the going concern basis in preparing the Group's interim financial statements.

Restatement

As reported in the Group's Report and Accounts 2011, our auditor at that time, Ernst & Young LLP, indicated that it did not agree with the Group's interpretation of IFRS 3 "Business Combinations" in respect of deferred consideration. They advised the Group that the deferred consideration that was contingent on continuing employment should be recognised as a remuneration charge through the Consolidated Income Statement rather than be capitalised.

The Group agreed to this revised treatment of deferred consideration which impacted the results for the six months ended 30 June 2011 in the following ways:

1. In respect of 2010 acquisitions the Group has derecognised the deferred consideration payable that was previously shown in the balance sheet on the date of acquisition of subsidiaries. The value of goodwill has been reduced by a corresponding amount since deferred consideration is no longer considered part of the cost of investment;

2. For those acquisitions in 2010 and 2011 where the fair value of the net assets acquired is greater than the consideration transferred, the Group has recognised negative goodwill through the consolidated income statement; and

3. A remuneration charge has been recognised through the consolidated income statement within "amortisation of acquired intangibles and transaction related costs" and a corresponding accrual has been recognised in the balance sheet under "deferred consideration".

The Group explained the restatement of the results for the six months ended 30 June 2011 by means of an announcement to the London Stock Exchange dated 3 May 2012. This announcement details the restatement of the income statement and the segment results for the six months ended 30 June 2011 and the balance sheet at that date.

The condensed consolidated cash flow statement for the six months ended 30th June 2011 and the year ended 31st December 2011 have been restated so that deferred consideration treated as remuneration is included within cash generated from operating activities rather than cash flows from investing activities. In addition, the total comprehensive income in the condensed consolidated statement of changes in equity in this release has been restated to reflect the above.

2. Responsibility Statement

The directors confirm that, to the best of their knowledge this condensed set of financial statements has been prepared in accordance with IAS 34 and that this Interim Report includes a fair review of the information required by DTR 4.2.4R, DTR 4.2.7R and DTR 4.2.8R.

On behalf of the Board

A. S. Hearne - Chief Executive
G. R. Young - Group Finance Director

3. Business segments

Segment information is presented in respect of the Group's business segments which are reported to the Chief Operating Decision Maker, which is identified as the main Board of Directors of RPS Group Plc. The business segment reporting format reflects the Group's management and internal structure. Inter-segment pricing is determined on an 'arm's length' basis. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

As announced on 3 November 2011 the Group merged Planning and Development (UK and Ireland) and Environmental Management. The 30 June 2011 results are therefore shown below on this revised basis. The Group comprises the following business segments:

Built and Natural Environment ("BNE") - consultancy services advising on all aspects of the built and natural environment including the provision of energy infrastructure, planning and development, engineering, design and surveying, environmental assessment and management and risk management. Consulting services are provided on a regional basis in Europe and Australia Asia Pacific ("AAP").

Energy – the provision of integrated technical, commercial and project management support in the fields of geo-science, engineering and health, safety and environment on a global basis to the energy sector.

Segment results for the period ended 30 June 2012:

£000's Fees Recharged Expenses Intersegment revenue External Revenue
Built and Natural Environment
Europe 83,323 10,151 (719) 92,755
AAP 47,940 11,090 (101) 58,929
Intra BNE eliminations (104) (3) 107 -
Total BNE 131,159 21,238 (713) 151,684
Energy 108,024 16,646 (211) 124,459
Group eliminations (857) (67) 924 -
Total 238,326 37,817 - 276,143

 

£000's Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
Built and Natural Environment
Europe 9,825 (307) 9,518 (804) 8,714
APP 6,286 (56) 6,230 (2,188) 4,042
Total BNE 16,111 (363) 15,748 (2,992) 12,756
Energy 19,119 (43) 19,076 (7,169) 11,907
Total 35,230 (406) 34,824 (10,161) 24,663

Segment results for the period ended 30 June 2011:

£000's Fees Recharged expenses Intersegment revenue External revenue
Built and Natural Environment:
Europe 86,319 12,049 (763) 97,605
AAP 42,165 8,890 (334) 50,721
Intra BNE eliminations (31) - 31 -
Total BNE 128,453 20,939 (1,066) 148,326
Energy 85,503 17,882 (193) 103,192
Group eliminations (1,101) (158) 1,259 -
Total 212,855 38,663 - 251,518

 

£000's Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
Built and Natural Environment
Europe 8,978 (986) 7,992 (722) 7,270
APP 4,680 (98) 4,582 (2,068) 2,514
Total BNE 13,658 (1,084) 12,574 (2,790) 9,784
Energy 14,324 (3) 14,321 (579) 13,742
Total 27,982 (1,087) 26,895 (3,369) 23,526

Segment results for the year ended 31 December 2011:

£000's Fees Recharged expenses Intersegment revenue External revenue
Built and Natural Environment:
Europe 178,215 24,548 (1,935) 200,828
AAP 90,992 15,451 (945) 105,498
Intra BNE eliminations (89) - 89 -
Total BNE 269,118 39,999 (2,791) 306,326
Energy 186,117 36,619 (352) 222,384
Group eliminations (2,506) (637) 3,143 -
Total 452,729 75,981 - 528,710

 

£000's Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
Built and Natural Environment
Europe 18,002 (1,572) 16,430 (1,365) 15,065
APP 11,017 (103) 10,914 (4,769) 6,145
Total BNE 29,019 (1,675) 27,344 (6,134) 21,210
Energy 32,099 (77) 32,022 (4,227) 27,795
Total 61,118 (1,752) 59,366 (10,361) 49,005

Group reconciliation

£000's 30 June 2012 30 June 2011 31 Dec 2011
Revenue 276,143 251,518 528,710
Recharged expenses (37,817) (38,663) (75,981)
Fees 238,326 212,855 452,729
Underlying profit 35,230 27,982 61,118
Reorganisation costs (406) (1,087) (1,752)
Unallocated expenses (3,843) (3,219) (6,321)
Operating profit before amortisation of acquired intangibles and transaction related costs 30,981 23,676 53,045
Amortisation of acquired intangibles and transaction related costs (10,161) (3,369) (10,361)
Operating profit 20,820 20,307 42,684
Net finance costs (964) (1,195) (2,233)
Profit before tax 19,856 19,112 40,451

Total segment assets were as follows:

£000's 30 June 2012 31 December 2011
Build and Natural Environment
Europe 233,338 237,335
AAP 121,357 120,029
Total BNE 354,695 357,364
Energy 182,898 195,362
Unallocated 3,830 4,237
Total 541,423 556,963

5. Income taxes

The tax charge for the period has been calculated using an estimate of the effective annual rate of tax for each taxing jurisdiction for the full year. These rates have been applied to the pre-tax profits for each jurisdiction for the six months ended 30 June 2012. The Group has separately calculated the tax rates applicable to amortisation of intangibles and transaction related costs for the period. Tax rate changes that were substantively enacted at the balance sheet date have been factored into the calculation of the effective tax rates.

30 June 2012 30 June 2011 31 December 2011
Tax rate on PBTA 29.2% 30.8% 28.7%
Tax rate on "amortisation of acquired intangibles and transaction related costs" 12.2% 41.9% 31.4%
Tax rate on PBT 37.9% 28.9% 28.0%

6. Earnings per share

The calculations of earnings per share are based on the profit attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding during the period as shown below:

Six months
ended
30 June
Six months
ended
30 June
Year ended 31 Dec
£000's 2012 2011 2011
Profit attributable to ordinary shareholders 12,322 13,593 29,111
000's
Weighted average number of ordinary shares for the purposes of basic earnings per share 216,835 215,590 215,727
Effect of employee share schemes 1,406 1,587 1,547
Weighted average number of ordinary shares for the purposes of diluted earnings per share 218,241 217,177 217,274
Basic earning per share (pence) 5.68 6.31 13.49
Diluted earnings per share (pence) 5.65 6.26 13.40

The directors consider that earnings per share before amortisation of acquired intangibles and transaction related costs and, for the year ended 31 December 2011, the effects of the change in Australian tax law, Tax law Amendments (2010 measures No.1) Act, enacted in July 2010 provides a more meaningful measure of the Group’s performance than statutory earnings per share. The calculation of adjusted basic and diluted earnings per share is based on the weighted average number of ordinary shares during the period as shown above, the profit attributable to ordinary shareholders before the amortisation of acquired intangibles and transaction related costs and the tax thereon, and the change in Australian tax law as shown in the table below:


£000's Six months ended 30 June 2011 Six months ended 30 June 2010 Year ended 31 Dec 2010
Profit attributable to ordinary shareholders 12,322 13,593 29,111
Amortisation of acquired intangibles and transaction related costs 10,161 3,369 10,361
Tax on amortisation of acquired intangibles and transaction related costs (1,234) (1,410) (3,256)
Change in Australian tax law - - (238)
Adjusted profit attributable to ordinary shareholders 21,249 15,552 35,978
Adjusted basic earnings before per share (pence) 9.80 7.21 16.68
Adjusted diluted earnings per share (pence) 9.74 7.16 16.56

7. Property, plant and equipment

During the six months ended 30 June 2012, the Group acquired assets with a cost of £4,628,000 (six months to 30 June 2011: £4,744,000), which includes £nil acquired through business combinations (six months to 30 June 2011: £701,000). Assets with a net book value of £171,000 were disposed of during the six months ended 30 June 2012 (six months ended 30 June 2011: £204,000).

In the Netherlands the Group has a capital commitment of £1,014,000 related to the fit out of a new laboratory (30 June 2011: £nil).

8. Acquisitions

The Group did not complete any acquisitions during the first half of 2012. Since the end of the period the Group completed the acquisition of Manidis Roberts Pty Ltd (see note 13).

A reconciliation of goodwill in respect of acquisitions made in 2011 is given below:

£000s EHI TMT
Goodwill at 1 January 2012 1,509 1,669
Adjustments to opening balance sheet 232 -
Foreign exchange gains and losses (8) (15)
Goodwill at 30 June 2012 1,733 1,654

There were no accumulated impairment losses at the beginning or the end of the period.

The Group also acquired Nautilus, Espey and ASA in 2011, which each generated negative goodwill upon consolidation as a result of the accounting treatment of contingent deferred consideration adopted in 2011.

The opening balance sheets of EHI, Nautilus and TMT have now been finalised. Within EHI an additional deferred tax liability of £232,000 was recognised. No other amendments to the previously reported acquisition values have been made in respect of these acquisitions.

The Group retains commitments to pay deferred consideration to the vendors of Nautilus, EHI, TMT, Espey and ASA contingent upon their continuing employment with the Group which are recognised as employment costs over the deferred consideration period. The Group considers it probable that these deferred consideration payments will be made.

The cash commitments at 30 June 2012 in respect of contingent deferred consideration treated as remuneration that the Group expects to settle and the estimated remuneration charge for each financial year assuming exchange rates remain constant are disclosed in the table below:

£000's Cash commitment Remuneration charge
EHI 3,946 3,920
Nautilus 7,712 5,930
TMT 3,626 1,190
15,284 11,040

The balance sheet at 30 June 2012 includes, within deferred consideration current liabilities, contingent deferred consideration remuneration expense accrued but not paid totalling £4,244,000.

9. Share capital

2012 Number 000's 2012 £000's 2011 Number 000's 2011 £000's
Authorised
Ordinary shares of 3p each at 30 June 240,000 7,200 240,000 7,200
Issued and fully paid
Ordinary shares of 3p each at 1 January 218,138 6,544 217,219 6,516
Issued under employee share schemes 911 27 436 14
At 30 June 219,049 6,571 217,655 6,530

10. Other reserves

£000's Merger reserve Employee trust Translation reserve Total
Changes in equity during 2012
At 1 January 2012 21,256 (7,375) 29,418 43,299
Exchange differences - - (2,634) (2,634)
Issue of new shares - (634) - (634)
Purchase of own shares - (400) - (400)
At 30 June 2012 21,256 (8,409) 26,784 39,631
Changes in equity during 2011
At 1 January 2011 21,256 (5,904) 30,229 45,581
Exchange differences - - 4,562 4,562
Issue of new shares - (624) - (624)
Purchase of own shares - (356) - (356)
At 30 June 2011 21,256 (6,884) 34,791 49,163

11. Dividends

The following dividends were recognised as distributions to equity holders in the period:

£000's Six months ended 30 June 2012 Six months ended 30 June 2011 Year ended 31 Dec 2011
Final dividend for 2011 2.9p per share 6,325 - -
Interim dividend for 2011 2.66p per share - - 5,773
Final dividend for 2010 2.52p per share - 5,460 5,460
6,325 5,460 11,233

An interim dividend in respect of the six months ended 30 June 2012 of 3.06 pence per share, amounting to a total dividend of £6,681,000 was approved by the Directors of RPS Group Plc on 31 July 2012.These condensed consolidated interim financial statements do not reflect this dividend payable.

12. Note to the condensed consolidated cash flow statement

Six months
ended
30 June
Six months
ended
30 June
Year ended 31 Dec
£000's 2012 2011 2011
Operating profit 20,820 20,307 42,684
Adjustments for:
Depreciation 4,248 3,890 8,032
Amortisation of acquired intangibles 5,117 5,062 10,839
Loss on disposal of business 112 - -
Negative goodwill - (5,537) (9,067)
Contingent deferred consideration treated as remuneration 4,674 4,828 9,256
Share based payment expense 1,001 1,146 2,431
Loss on sale of property, plant and equipment 31 94 27
Share of profit of associates - (24) (24)
Revaluation of investment in associate - (1,490) (1,490)
36,003 28,276 62,688
Increase in trade and other receivables (1,634) (3,015) (3,924)
(Decrease)/increase in trade and other payables (3,184) 2,417 12,289
Adjusted cash generated from operations* 31,185 27,678 71,053

* Adjusted cash generated from operations is before payment of deferred consideration treated as remuneration.

The table below provides an analysis of net bank borrowings, comprising cash and cash equivalents, interest bearing bank loans and finance leases, during the six months ended 30 June 2012.

£000's At 1 January 2012 Cash flow Foreign exchange At 30 June 2012
Cash and cash equivalents 24,458 (6,592) (414) 17,452
Bank loans (45,705) 9,050 416 (36,239)
Finance lease creditor (2,276) 579 17 (1,680)
Net bank borrowings (23,523) 3,037 19 (20,467)

The cash balance includes £2,431,000 (31 December 2011: £3,304,000) that is restricted in its use.

13. Events after the balance sheet date

Since the period end the Group has acquired the entire share capital of Manidis Roberts Pty Ltd, an Australian consulting firm, for a maximum consideration of A$30.0 million (equivalent to £20.0 million, at an exchange rate of A$1.50 to £1). Consideration paid at completion was A$18.0 million (£12.0 million). Subject to certain operational conditions being met, two further sums of A$6.0 million (£4.0 million) will be paid on the first and second anniversaries of the transaction. If these operational conditions are not met, the deferred payments will not be made until the tenth anniversary of the acquisition. The deferred amounts include the payment of market rate interest.

Since this acquisition was completed on 19 July 2012, it is not practicable to provide the remaining information required by IFRS 3.

14. Principal risks and uncertainties

The nature of the principal risks and uncertainties faced by the Group have not changed significantly since the 2011 Report and Accounts was published. These risks, together with a description of the approach to mitigate them, are set out on page 9 of the 2011 Report and Accounts (available on the Group's web-site at www.rpsgroup.com) and are summarised as follows:

  • Economic environment
  • Material adverse events
  • Recruitment and retention of key personnel
  • Market position and reputation
  • Compliance and litigation
  • Business acquisitions
  • Funding
  • Health and safety

From time to time the Group receives claims from clients and suppliers. Some of these result in payments to the claimants by the Group and its insurers. The Board reviews all significant claims at each board meeting and more regularly if required. The Board is currently satisfied that the Group has sufficient provisions in its balance sheet to meet all likely uninsured liabilities, including those which have arisen for the first time in 2012.

The Board keeps under review the potential effect of economic circumstances. The continuing uncertainty in the global economic outlook inevitably increases the trading and balance sheet risks to which the Group is exposed.

15. Related party transactions

There are no significant changes in the nature and size of related party transactions for the period to those reported in the 2011 Report and Accounts.

16. Forward-looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of RPS Group plc. These statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. The continuing uncertainty in global economic outlook inevitably increases the risks to which the Group is exposed Statements in respect of the Group's performance in the year to date are based upon unaudited management accounts for the period January to June 2012. The Board considers market expectations for 2012 are best defined by taking the range of forecasts of PBTA for the full year published by analysts who consistently follow the Group. The current range of forecasts of which the Board is aware is £58.4 to £60.1 million. Nothing in this announcement should be construed as a profit forecast.

17. Publication

A copy of this announcement will be posted on the Company's website at www.rpsgroup.com.

INDEPENDENT REVIEW REPORT TO RPS GROUP PLC

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2012, which comprises the Condensed consolidated income statement, the Condensed consolidated statement of comprehensive income, the Condensed consolidated balance sheet, the Condensed consolidated cash flow statement, the Condensed consolidated statement of changes in equity and the related notes 1 to 17. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 ";Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review 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 formed.

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 Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

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

Our Responsibility

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

Scope of Review

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

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2012 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

Deloitte LLP
Chartered Accountants and Statutory Auditor
Reading, United Kingdom

 

2014

Half Year Results for the six months ended 30 June 2012

02 August 2012

Half Year Results for the six months ended 30 June 2012

Results for the period as anticipated. Board still expects growth in second half. Group's financial position remains strong; interim dividend again increased 15%.

2012 2011
Business Performance H1 H1
Revenue (£m) 276.1.5 251.5
Fee income (£m) 238.3 212.9
PBTA (1) (£m) 30.0 22.5
Adjusted earnings per share (2)(basic) (p) 9.80 7.21
Adjusted operating cash flow (£m) (3) 31.2 27.7
Dividend per share (p) 3.06 2.66
Profit before tax (£m) 19.9 19.1
Statutory profit before tax (£m) 19.9 19.1
Statutory earnings per share (basic) (p) 5.68 6.05

(1) PBTA is profit before tax, amortisation of acquired intangibles and transaction related costs.
(2) Adjusted earnings per share is before amortisation of acquired intangibles and transaction related costs and the related tax.
(3) Adjusted operating cash flow is before deferred consideration treated as remuneration.

Brook Land, Chairman, commenting on the results, said:

"The Group has delivered an excellent performance in the first half and remains on track to deliver good growth in the full year. We continue to invest in markets less affected by economic turbulence, whilst managing our business carefully in markets where client expenditure remains affected by economic uncertainty. This strategy has positioned us well, with over two thirds of Group profit now being earned outside Europe."

"July 2012 marked the 25th anniversary of RPS's introduction to the public markets. Over this period our growth has only been disrupted by the deep recession of the early 1990's and the recent global financial crisis. Between those two events we delivered a long period of sustained growth. The Board is confident that, as economic conditions allow, the Group's business model should enable us to produce another period of good growth".

2 August 2012

 

ENQUIRIES
RPS Group plc
Dr Alan Hearne, Chief Executive Tel: 01235 863206
Gary Young, Finance Director
College Hill
Matthew Smallwood Tel: 020 7457 2020
Justine Warren

 

RPS is an international consultancy providing advice upon the development of natural resources, land and property, the management of the environment and the health and safety of people. We have offices in the UK, Ireland, the Netherlands, the Americas and Australia/Asia Pacific and undertake projects in many other parts of the world. The Group is a constituent of both the FTSE 250 and FTSE 4 Good Indices.

 

Results

The Group's results for the first half were significantly better than in the same period in 2011. Profit (before tax, amortisation of acquired intangibles and transaction related costs) increased to £30.0 million (2011: £22.5 million). Basic earnings per share (before amortisation and transaction related costs) increased to 9.80 pence (2011: 7.21 pence).

The contribution of both segments to Group profit increased significantly:

(£m)* 2012 2011
H1 H1
Energy 19.1 14.3 +33%
Built and Natural Environment 15.7 12.6 +25%
Total 34.8 26.9 +29%

* before amortisation of acquired intangibles and transaction related costs.

Cash Flow, Funding and Dividend

Our conversion of profit into cash continued at an encouraging level and our balance sheet remains strong. After funding acquisition investment of £6.4 million in the period, net bank borrowings at 30 June were £20.5 million (31 December 2011: £23.5 million).

The bank facilities of £125 million we had in place with Lloyds Banking Group until July 2013 have been replaced early on terms the Board considers to be favourable. We now have in place a new £125 million facility until July 2016. This comprises £75 million of committed revolving credit facility, with an additional £50 million available as required. That the facility was readily available reflects the Group's excellent management of our balance sheet through the economic and financial troubles of recent years and the strong relationship we have built with Lloyds over the last two decades.

The Board remains confident about the Group's financial strength and has, once again, increased the interim dividend by 15% to 3.06 pence per share (2011: 2.66 pence) payable on 18 October 2012 to shareholders on the register on 21 September 2012.

Acquisitions

The acquisitions made in 2011 have been successfully integrated and are performing well. As planned we have built a strong position in the global oceanographic market, combining ASA and EHI with our existing activities in Australia and drawing upon our extensive contacts with offshore oil and gas operators. Our profile in technical training for the oil and gas industry increased significantly with the acquisition of Nautilus, whilst our water business in south west USA has been strengthened with the acquisition of Espey in Texas.

After the period end, we completed the acquisition of Manidis Roberts Pty Ltd. ("MR"). This significantly increases the strength of our business in Australia, particularly in New South Wales ("NSW").

MR has a strong presence in the infrastructure market in NSW, dealing with environmental issues related to water, power supply and transport projects. We believe the skills and profile of the 90 MR staff will add significantly to our presence in these markets and we will also be able to introduce them to clients in other sectors, particularly energy infrastructure, across Australia.

Full details of the MR transaction were announced on 19 July 2012. Further acquisitions are under consideration in those markets we believe to be robust.

Markets and Trading

Energy

We provide internationally recognised consultancy services to the oil and gas industries from bases in the UK, USA, Canada and Australia Asia Pacific. These act as regional centres for projects undertaken in many other countries. The first half results delivered the significant growth anticipated and a further improvement to the already strong margin:

2012 2011
H1 H1
Fee income (£m) 108.0 85.5 +26%
Profit* (£m) 19.1 14.3 +33%
Margin % 17.7 16.7

*before amortisation of acquired intangibles and transaction related costs.

Our clients' investment in conventional oil and gas exploration and production continued to grow, although pricing pressures remain. Our activity in the unconventionals market remained buoyant internationally, with a shift from gas to liquids in the USA. We experienced an encouraging uplift in activity in Australia Asia Pacific and continued to see a strong performance in North America. This was based on both domestic and international projects, including good activity levels in the Gulf of Mexico. Following last year's political disturbances, our activity in North Africa remains subdued, although prospects elsewhere in Africa continue to improve. Our activity in the Middle East has developed good prospects in Iraq.

Our training and oceanographic businesses performed well and our reputation as independent advisors to the financial services market continued to grow. The availability of technical staff has tightened in recent months and we have begun again to experience recruitment and retention issues. Nonetheless, we continue to look for a strong performance in the year as a whole.

Built and Natural Environment ("BNE")

Within these businesses we provide a wide range of consultancy services to many aspects of the property and infrastructure development and management sectors. These include: environmental assessment, the management of water resources, health and safety, risk management, town and country planning, building, landscape and urban design, surveying and transport planning. Profit in the first half improved, as did the margin:

2012 2011
H1 H1
Fee income (£m) 131.2 128.5 +2%
Profit* (£m) 15.7 12.6 +25%
Margin % 12.0 9.8

* before amortisation of acquired intangibles and transaction related costs.

Australia Asia Pacific

Our BNE business in Australia Asia Pacific produced significantly better results than in the same period in 2011, partly as a result of recovery from the floods in early 2011. We continue to benefit from the high levels of investment in the activities and associated infrastructure necessary to deliver mining, coal seam gas and associated LNG projects, particularly in Queensland. These provide the opportunity for us to deliver a wide range of services to clients. Some of the traditional gas projects offshore Western Australia have now moved into the development phase. This has reduced demand for our higher margin planning and environmental assessment advice. The second quarter also saw delays in the start up of new phases of work in a number of these major projects. We are hopeful these projects will come on stream in the second half and have taken the opportunity to fine tune the focus of our west coast activities to take advantage of this evolving market.

Outside the natural resources sector the Australian economy seems to have come under further pressure in the first half of the year, as global economic concerns have reduced consumer and business confidence. As a result, conditions in the commercial development market seem to have deteriorated a little further. Our re-positioning away from this part of the economy to public sector and energy infrastructure projects has provided us with significant protection. The acquisition of Manidis Roberts significantly strengthens our business in New South Wales, as well as increasing our penetration into those parts of Australian public sector infrastructure market likely to remain buoyant, including water, transport and power supply. Overall, the Board continues to anticipate good growth in the full year.

2012 2011
H1 H1
Fee income (£m) 47.9 42.2 +14%
Profit* (£m) 6.2 4.6 +36%
Margin % 13.0 10.9

*before amortisation of acquired intangibles and transaction related costs.

Europe

Our BNE business in Europe increased its contribution compared with the same period last year, in significant part due to a reduction in reorganisation costs. Many of our traditional commercial development clients remained cautious about investing in new capital projects. We have, instead, focussed on providing further support to those clients developing energy infrastructure, such as on and off shore windfarms, pipelines and interconnectors, power stations (nuclear, gas coal and biomass) and waste to energy plants. Investment potential is greater in this market, although the lack of a clear energy policy framework in the UK creates uncertainty for our clients and, therefore, our likely work flow.

We also provide support to our clients' operations in the water, health and safety and risk management sectors, in order to enable them to comply with legislation and regulation. We continued to see reasonable levels of activity in these markets, although some UK water clients have recently begun to reduce significantly requirements from the unexpectedly high levels experienced in 2011. Although exposed directly to eurozone uncertainty, both our Irish and Dutch businesses performed well. At the end of March, as planned, we completed the sale of the bulk of our small facilities management business in Ireland. Taking account of this, on a "like for like" basis, fee income in Europe increased a little. As a result of the renewed financial and economic uncertainty in Europe, the second half is likely to be weaker than the first, although achieving modest growth in the full year remains possible.

2012 2011
H1 H1
Fee income (£m) 83.3 86.3 (3%)
Profit* (£m) 9.5 8.0 +19%
Margin % 11.4 9.3

* before amortisation of acquired intangibles and transaction related costs.

As reported in the Group's 2011 Results, our auditor at the time indicated that it did not agree with the Group's interpretation of the accounting standard (IFRS3) in relation to deferred consideration. The RPS Board, therefore, notes with interest that the International Financial Reporting Standards Interpretations Committee (IFRIC), having considered this matter, is consulting with its counterpart in the US with a view to issuing guidance which may enable RPS to revert to its previous accounting method. The Board will consider its position when IFRIC makes its final views known. In the meantime we are required to expense deferred consideration. During the first half of 2012 this resulted in a non-cash expense of £4.7 million, which is not tax deductible. This reduced statutory profit before tax and earnings per share significantly. The MR transaction was executed in a manner which does not give rise to this treatment, whichever interpretation of IFRS3 eventually emerges.

Deferred Consideration

As reported in the Group's 2011 Results, our auditor at the time indicated that it did not agree with the Group's interpretation of the accounting standard (IFRS3) in relation to deferred consideration. The RPS Board, therefore, notes with interest that the International Financial Reporting Standards Interpretations Committee (IFRIC), having considered this matter, is consulting with its counterpart in the US with a view to issuing guidance which may enable RPS to revert to its previous accounting method. The Board will consider its position when IFRIC makes its final views known. In the meantime we are required to expense deferred consideration. During the first half of 2012 this resulted in a non-cash expense of £4.7 million, which is not tax deductible. This reduced statutory profit before tax and earnings per share significantly. The MR transaction was executed in a manner which does not give rise to this treatment, whichever interpretation of IFRS3 eventually emerges

Group Prospects

We remain on track to produce good growth in 2012. Our focus on energy and energy infrastructure markets provides the Group with a substantial underpin to its prospects. Such projects require the broad range of skills we have developed, consequently, we believe that our strategy of building multi-disciplinary businesses in each of the regions in which we operate remains attractive and achievable. We will, therefore, continue to develop our business organically in this way, whilst seeking further acquisition opportunities. Our balance sheet has the strength to continue to support both our investment strategy and an increasing dividend.

Board of Directors
RPS Group plc

2 August 2012

 

Condensed consolidated income statement

Notes Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's 2012 2011 2011
Revenue 3 276,143 251,518 528,710
Recharged expenses 3 (37,817) (38,663) (75,981)
Fee income 3 238,326 212,855 452,729
Operating profit before amortisation of acquired intangibles and transaction related costs 3,4 30,981 23,676 53,045
Amortisation of acquired intangibles and transaction related costs 4 (10,161) (3,369) (10,361)
Operating profit 20,820 20,307 42,684
Finance costs (1,059) (1,365) (2,541)
Finance income 95 170 308
Profit before tax, amortisation of acquired intangibles and transaction related costs 30,017 22,481 50,812
Profit before tax 19,856 19,112 40,451
Tax expense 5 (7,534) (5,519) (11,340)
Profit for the period attributable to equity holders of the parent 12,322 13,593 29,111
Basic earnings per share (pence) 6 5.68 6.31 13.49
Diluted earnings per share (pence) 6 5.65 6.26 13.40
Adjusted basic earnings per share (pence) 6 9.80 7.21 16.68
Adjusted diluted earnings per share (pence) 6 9.74 7.16 16.56

 

Condensed consolidated statement of comprehensive income

Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's 2012 2011 2011
Profit for the period 12,322 13,593 29,111
Exchange differences (2,634) 4,562 (811)
Tax recognised directly in equity - 188 -
Total recognised comprehensive income for the period attributable to equity holders of the parent 9,688 18,343 28,300

 

Condensed consolidated balance sheet

As at 30 June As at 30 June As at 31 December
£000's Notes 2012 2011 2011
Assets
Non-current assets
Intangible assets 320,911 331,486 329,112
Property, plant and equipment 7 29,925 29,420 30,070
Investments - 41 41
350,836 360,947 359,223
Current assets
Trade and other receivables 172,678 169,882 171,751
Cash at bank 17,909 17,855 25,989
190,587 187,737 197,740
Liabilities
Current liabilities
Borrowings 1,554 2,973 2,959
Deferred consideration 8,427 8,635 10,327
Trade and other payables 103,891 99,518 109,496
Corporation tax liabilities 3,883 2,785 3,331
Provisions 4,315 2,612 3,903
122,070 116,523 130,016
Net current assets 68,517 71,214 67,724
Non-current liabilities
Borrowings 36,822 50,690 46,554
Deferred consideration - 3,872 -
Other creditors 1,784 1,247 1,665
Deferred tax liabilities 10,053 14,586 11,594
Provisions 2,089 2,998 2,684
50,748 73,393 62,497
Net assets 368,605 358,768 364,450
Equity
Share capital 9 6,571 6,530 6,544
Share premium 105,140 102,911 103,717
Other reserves 10 39,631 49,163 43,299
Retained earnings 217,263 200,164 210,890
Total shareholders' equity 368,605 358,768 364,450

 

Condensed consolidated cash flow statement

Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's Notes 2012 2011* 2011*
Adjusted cash generated from operations 12 31,185 27,678 71,053
Deferred consideration treated as remuneration (6,214) (2,281) (3,743)
Cash generated from operations 24,971 25,397 67,310
Interest paid (908) (1,143) (2,373)
Interest received 95 170 308
Income taxes paid (9,910) (6,764) (12,781)
Net cash from operating activities 14,248 17,660 52,464
Cash flows from investing activities
Purchases of subsidiaries net of cash acquired - (11,202) (17,090)
Deferred consideration (165) (830) (5,084)
Purchase of property, plant and equipment (4,661) (3,812) (9,024)
Sale of property, plant and equipment 150 109 362
Dividends received - 256 256
Net cash used in investing activities (4,676) (15,479) (30,580)
Cash flows from financing activities
Proceeds from issue of share capital 190 102 179
Purchase of own shares (400) (356) (356)
Proceeds from/(repayments of) bank borrowings (9,050) 7,005 2,222
Payment of finance lease liabilities (579) (689) (1,410)
Dividends paid (6,325) (5,460) (11,233)
Payment of pre-acquisition dividend - - (402)
Net cash used in financing activities (16,164) 602 (11,000)
Net (decrease)/increase in cash and cash equivalents (6,592) 2,783 10,884
Cash and cash equivalents at beginning of period 24,458 13,933 13,933
Effect of exchange rate fluctuations (414) (185) (359)
Cash and cash equivalents at end of period 12 17,452 16,531 24,458
Cash and cash equivalents comprise:
Cash at bank 17,909 17,855 25,989
Bank overdraft (457) (1,324) (1,531)
Cash and cash equivalents at end of period 17,452 16,531 24,458

* see note 1

 

Consolidated statement of changes in equity

£000's Share capital Share premium Retained earnings Other reserves Total equity
Changes in equity during 2012
At 1 January 2012 6,544 103,717 210,890 43,299 364,450
Total comprehensive income for the period - - 12,322 (2,634) 9,688
Issue of new ordinary shares 27 1,423 (625) (634) 191
Purchase of own shares - - - (400) (400)
Share based payment expense - - 1,001 - 1,001
Dividends - - (6,325) - (6,325)
At 30 June 2012 6,571 105,140 217,263 39,631 368,605
Changes in equity during 2011
At 1 January 2011 6,516 101,941 190,955 45,581 344,993
Total comprehensive income for the period - - 13,781 4,562 18,343
Issue of new ordinary shares 14 970 (258) (624) 102
Share based payment expense - - - (356 (356
Expenses of issue of equity shares - - 1,146 - 1,146
Dividends - - (5,460) - (5,460))
At 30 June 2011 (see note 1) 6,530 102,911 200,164 49,163 358,768

An analysis of other reserves is provided in Note 10.

 

Notes to the condensed consolidated financial statements

1. Basis of preparation

RPS Group Plc (the "Company") is a company domiciled in England. The condensed consolidated interim financial statements of the Company for the six months ended 30 June 2012 comprise the Company and its subsidiaries (together referred to as the "Group").

The condensed interim financial statements have been prepared using accounting policies set out in the Report and Accounts 2011 and in accordance with IAS 34. They are unaudited but have been reviewed by the Company's auditor. The results for the year end 31 December 2011 and the balance sheet as at that date are abridged from the Company's Report and Accounts 2011 which have been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified, did not include a reference to any matters for which the auditors drew attention by way of emphasis without qualifying the report and did not contain statements under sections 498 (2) or (3) of the Companies Act 2006.

The condensed interim financial statements do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006.

In assessing the going concern basis, the directors considered the Group's business activities, the financial position of the Group and the Group's financial risk management objectives and policies. The directors have a reasonable expectation that the Company and Group have adequate resources to continue in operational existence for the foreseeable future and that it is, therefore, appropriate to adopt the going concern basis in preparing the Group's interim financial statements.

Restatement

As reported in the Group's Report and Accounts 2011, our auditor at that time, Ernst & Young LLP, indicated that it did not agree with the Group's interpretation of IFRS 3 "Business Combinations" in respect of deferred consideration. They advised the Group that the deferred consideration that was contingent on continuing employment should be recognised as a remuneration charge through the Consolidated Income Statement rather than be capitalised.

The Group agreed to this revised treatment of deferred consideration which impacted the results for the six months ended 30 June 2011 in the following ways:

1. In respect of 2010 acquisitions the Group has derecognised the deferred consideration payable that was previously shown in the balance sheet on the date of acquisition of subsidiaries. The value of goodwill has been reduced by a corresponding amount since deferred consideration is no longer considered part of the cost of investment;

2. For those acquisitions in 2010 and 2011 where the fair value of the net assets acquired is greater than the consideration transferred, the Group has recognised negative goodwill through the consolidated income statement; and

3. A remuneration charge has been recognised through the consolidated income statement within "amortisation of acquired intangibles and transaction related costs" and a corresponding accrual has been recognised in the balance sheet under "deferred consideration".

The Group explained the restatement of the results for the six months ended 30 June 2011 by means of an announcement to the London Stock Exchange dated 3 May 2012. This announcement details the restatement of the income statement and the segment results for the six months ended 30 June 2011 and the balance sheet at that date.

The condensed consolidated cash flow statement for the six months ended 30th June 2011 and the year ended 31st December 2011 have been restated so that deferred consideration treated as remuneration is included within cash generated from operating activities rather than cash flows from investing activities. In addition, the total comprehensive income in the condensed consolidated statement of changes in equity in this release has been restated to reflect the above.

2. Responsibility Statement

The directors confirm that, to the best of their knowledge this condensed set of financial statements has been prepared in accordance with IAS 34 and that this Interim Report includes a fair review of the information required by DTR 4.2.4R, DTR 4.2.7R and DTR 4.2.8R.

On behalf of the Board

A. S. Hearne - Chief Executive
G. R. Young - Group Finance Director

3. Business segments

Segment information is presented in respect of the Group's business segments which are reported to the Chief Operating Decision Maker, which is identified as the main Board of Directors of RPS Group Plc. The business segment reporting format reflects the Group's management and internal structure. Inter-segment pricing is determined on an 'arm's length' basis. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

As announced on 3 November 2011 the Group merged Planning and Development (UK and Ireland) and Environmental Management. The 30 June 2011 results are therefore shown below on this revised basis. The Group comprises the following business segments:

Built and Natural Environment ("BNE") - consultancy services advising on all aspects of the built and natural environment including the provision of energy infrastructure, planning and development, engineering, design and surveying, environmental assessment and management and risk management. Consulting services are provided on a regional basis in Europe and Australia Asia Pacific ("AAP").

Energy – the provision of integrated technical, commercial and project management support in the fields of geo-science, engineering and health, safety and environment on a global basis to the energy sector.

Segment results for the period ended 30 June 2012:

£000's Fees Recharged Expenses Intersegment revenue External Revenue
Built and Natural Environment
Europe 83,323 10,151 (719) 92,755
AAP 47,940 11,090 (101) 58,929
Intra BNE eliminations (104) (3) 107 -
Total BNE 131,159 21,238 (713) 151,684
Energy 108,024 16,646 (211) 124,459
Group eliminations (857) (67) 924 -
Total 238,326 37,817 - 276,143

 

£000's Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
Built and Natural Environment
Europe 9,825 (307) 9,518 (804) 8,714
APP 6,286 (56) 6,230 (2,188) 4,042
Total BNE 16,111 (363) 15,748 (2,992) 12,756
Energy 19,119 (43) 19,076 (7,169) 11,907
Total 35,230 (406) 34,824 (10,161) 24,663

Segment results for the period ended 30 June 2011:

£000's Fees Recharged expenses Intersegment revenue External revenue
Built and Natural Environment:
Europe 86,319 12,049 (763) 97,605
AAP 42,165 8,890 (334) 50,721
Intra BNE eliminations (31) - 31 -
Total BNE 128,453 20,939 (1,066) 148,326
Energy 85,503 17,882 (193) 103,192
Group eliminations (1,101) (158) 1,259 -
Total 212,855 38,663 - 251,518

 

£000's Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
Built and Natural Environment
Europe 8,978 (986) 7,992 (722) 7,270
APP 4,680 (98) 4,582 (2,068) 2,514
Total BNE 13,658 (1,084) 12,574 (2,790) 9,784
Energy 14,324 (3) 14,321 (579) 13,742
Total 27,982 (1,087) 26,895 (3,369) 23,526

Segment results for the year ended 31 December 2011:

£000's Fees Recharged expenses Intersegment revenue External revenue
Built and Natural Environment:
Europe 178,215 24,548 (1,935) 200,828
AAP 90,992 15,451 (945) 105,498
Intra BNE eliminations (89) - 89 -
Total BNE 269,118 39,999 (2,791) 306,326
Energy 186,117 36,619 (352) 222,384
Group eliminations (2,506) (637) 3,143 -
Total 452,729 75,981 - 528,710

 

£000's Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
Built and Natural Environment
Europe 18,002 (1,572) 16,430 (1,365) 15,065
APP 11,017 (103) 10,914 (4,769) 6,145
Total BNE 29,019 (1,675) 27,344 (6,134) 21,210
Energy 32,099 (77) 32,022 (4,227) 27,795
Total 61,118 (1,752) 59,366 (10,361) 49,005

Group reconciliation

£000's 30 June 2012 30 June 2011 31 Dec 2011
Revenue 276,143 251,518 528,710
Recharged expenses (37,817) (38,663) (75,981)
Fees 238,326 212,855 452,729
Underlying profit 35,230 27,982 61,118
Reorganisation costs (406) (1,087) (1,752)
Unallocated expenses (3,843) (3,219) (6,321)
Operating profit before amortisation of acquired intangibles and transaction related costs 30,981 23,676 53,045
Amortisation of acquired intangibles and transaction related costs (10,161) (3,369) (10,361)
Operating profit 20,820 20,307 42,684
Net finance costs (964) (1,195) (2,233)
Profit before tax 19,856 19,112 40,451

Total segment assets were as follows:

£000's 30 June 2012 31 December 2011
Build and Natural Environment
Europe 233,338 237,335
AAP 121,357 120,029
Total BNE 354,695 357,364
Energy 182,898 195,362
Unallocated 3,830 4,237
Total 541,423 556,963

5. Income taxes

The tax charge for the period has been calculated using an estimate of the effective annual rate of tax for each taxing jurisdiction for the full year. These rates have been applied to the pre-tax profits for each jurisdiction for the six months ended 30 June 2012. The Group has separately calculated the tax rates applicable to amortisation of intangibles and transaction related costs for the period. Tax rate changes that were substantively enacted at the balance sheet date have been factored into the calculation of the effective tax rates.

30 June 2012 30 June 2011 31 December 2011
Tax rate on PBTA 29.2% 30.8% 28.7%
Tax rate on "amortisation of acquired intangibles and transaction related costs" 12.2% 41.9% 31.4%
Tax rate on PBT 37.9% 28.9% 28.0%

6. Earnings per share

The calculations of earnings per share are based on the profit attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding during the period as shown below:

Six months
ended
30 June
Six months
ended
30 June
Year ended 31 Dec
£000's 2012 2011 2011
Profit attributable to ordinary shareholders 12,322 13,593 29,111
000's
Weighted average number of ordinary shares for the purposes of basic earnings per share 216,835 215,590 215,727
Effect of employee share schemes 1,406 1,587 1,547
Weighted average number of ordinary shares for the purposes of diluted earnings per share 218,241 217,177 217,274
Basic earning per share (pence) 5.68 6.31 13.49
Diluted earnings per share (pence) 5.65 6.26 13.40

The directors consider that earnings per share before amortisation of acquired intangibles and transaction related costs and, for the year ended 31 December 2011, the effects of the change in Australian tax law, Tax law Amendments (2010 measures No.1) Act, enacted in July 2010 provides a more meaningful measure of the Group’s performance than statutory earnings per share. The calculation of adjusted basic and diluted earnings per share is based on the weighted average number of ordinary shares during the period as shown above, the profit attributable to ordinary shareholders before the amortisation of acquired intangibles and transaction related costs and the tax thereon, and the change in Australian tax law as shown in the table below:


£000's Six months ended 30 June 2011 Six months ended 30 June 2010 Year ended 31 Dec 2010
Profit attributable to ordinary shareholders 12,322 13,593 29,111
Amortisation of acquired intangibles and transaction related costs 10,161 3,369 10,361
Tax on amortisation of acquired intangibles and transaction related costs (1,234) (1,410) (3,256)
Change in Australian tax law - - (238)
Adjusted profit attributable to ordinary shareholders 21,249 15,552 35,978
Adjusted basic earnings before per share (pence) 9.80 7.21 16.68
Adjusted diluted earnings per share (pence) 9.74 7.16 16.56

7. Property, plant and equipment

During the six months ended 30 June 2012, the Group acquired assets with a cost of £4,628,000 (six months to 30 June 2011: £4,744,000), which includes £nil acquired through business combinations (six months to 30 June 2011: £701,000). Assets with a net book value of £171,000 were disposed of during the six months ended 30 June 2012 (six months ended 30 June 2011: £204,000).

In the Netherlands the Group has a capital commitment of £1,014,000 related to the fit out of a new laboratory (30 June 2011: £nil).

8. Acquisitions

The Group did not complete any acquisitions during the first half of 2012. Since the end of the period the Group completed the acquisition of Manidis Roberts Pty Ltd (see note 13).

A reconciliation of goodwill in respect of acquisitions made in 2011 is given below:

£000s EHI TMT
Goodwill at 1 January 2012 1,509 1,669
Adjustments to opening balance sheet 232 -
Foreign exchange gains and losses (8) (15)
Goodwill at 30 June 2012 1,733 1,654

There were no accumulated impairment losses at the beginning or the end of the period.

The Group also acquired Nautilus, Espey and ASA in 2011, which each generated negative goodwill upon consolidation as a result of the accounting treatment of contingent deferred consideration adopted in 2011.

The opening balance sheets of EHI, Nautilus and TMT have now been finalised. Within EHI an additional deferred tax liability of £232,000 was recognised. No other amendments to the previously reported acquisition values have been made in respect of these acquisitions.

The Group retains commitments to pay deferred consideration to the vendors of Nautilus, EHI, TMT, Espey and ASA contingent upon their continuing employment with the Group which are recognised as employment costs over the deferred consideration period. The Group considers it probable that these deferred consideration payments will be made.

The cash commitments at 30 June 2012 in respect of contingent deferred consideration treated as remuneration that the Group expects to settle and the estimated remuneration charge for each financial year assuming exchange rates remain constant are disclosed in the table below:

£000's Cash commitment Remuneration charge
EHI 3,946 3,920
Nautilus 7,712 5,930
TMT 3,626 1,190
15,284 11,040

The balance sheet at 30 June 2012 includes, within deferred consideration current liabilities, contingent deferred consideration remuneration expense accrued but not paid totalling £4,244,000.

9. Share capital

2012 Number 000's 2012 £000's 2011 Number 000's 2011 £000's
Authorised
Ordinary shares of 3p each at 30 June 240,000 7,200 240,000 7,200
Issued and fully paid
Ordinary shares of 3p each at 1 January 218,138 6,544 217,219 6,516
Issued under employee share schemes 911 27 436 14
At 30 June 219,049 6,571 217,655 6,530

10. Other reserves

£000's Merger reserve Employee trust Translation reserve Total
Changes in equity during 2012
At 1 January 2012 21,256 (7,375) 29,418 43,299
Exchange differences - - (2,634) (2,634)
Issue of new shares - (634) - (634)
Purchase of own shares - (400) - (400)
At 30 June 2012 21,256 (8,409) 26,784 39,631
Changes in equity during 2011
At 1 January 2011 21,256 (5,904) 30,229 45,581
Exchange differences - - 4,562 4,562
Issue of new shares - (624) - (624)
Purchase of own shares - (356) - (356)
At 30 June 2011 21,256 (6,884) 34,791 49,163

11. Dividends

The following dividends were recognised as distributions to equity holders in the period:

£000's Six months ended 30 June 2012 Six months ended 30 June 2011 Year ended 31 Dec 2011
Final dividend for 2011 2.9p per share 6,325 - -
Interim dividend for 2011 2.66p per share - - 5,773
Final dividend for 2010 2.52p per share - 5,460 5,460
6,325 5,460 11,233

An interim dividend in respect of the six months ended 30 June 2012 of 3.06 pence per share, amounting to a total dividend of £6,681,000 was approved by the Directors of RPS Group Plc on 31 July 2012.These condensed consolidated interim financial statements do not reflect this dividend payable.

12. Note to the condensed consolidated cash flow statement

Six months
ended
30 June
Six months
ended
30 June
Year ended 31 Dec
£000's 2012 2011 2011
Operating profit 20,820 20,307 42,684
Adjustments for:
Depreciation 4,248 3,890 8,032
Amortisation of acquired intangibles 5,117 5,062 10,839
Loss on disposal of business 112 - -
Negative goodwill - (5,537) (9,067)
Contingent deferred consideration treated as remuneration 4,674 4,828 9,256
Share based payment expense 1,001 1,146 2,431
Loss on sale of property, plant and equipment 31 94 27
Share of profit of associates - (24) (24)
Revaluation of investment in associate - (1,490) (1,490)
36,003 28,276 62,688
Increase in trade and other receivables (1,634) (3,015) (3,924)
(Decrease)/increase in trade and other payables (3,184) 2,417 12,289
Adjusted cash generated from operations* 31,185 27,678 71,053

* Adjusted cash generated from operations is before payment of deferred consideration treated as remuneration.

The table below provides an analysis of net bank borrowings, comprising cash and cash equivalents, interest bearing bank loans and finance leases, during the six months ended 30 June 2012.

£000's At 1 January 2012 Cash flow Foreign exchange At 30 June 2012
Cash and cash equivalents 24,458 (6,592) (414) 17,452
Bank loans (45,705) 9,050 416 (36,239)
Finance lease creditor (2,276) 579 17 (1,680)
Net bank borrowings (23,523) 3,037 19 (20,467)

The cash balance includes £2,431,000 (31 December 2011: £3,304,000) that is restricted in its use.

13. Events after the balance sheet date

Since the period end the Group has acquired the entire share capital of Manidis Roberts Pty Ltd, an Australian consulting firm, for a maximum consideration of A$30.0 million (equivalent to £20.0 million, at an exchange rate of A$1.50 to £1). Consideration paid at completion was A$18.0 million (£12.0 million). Subject to certain operational conditions being met, two further sums of A$6.0 million (£4.0 million) will be paid on the first and second anniversaries of the transaction. If these operational conditions are not met, the deferred payments will not be made until the tenth anniversary of the acquisition. The deferred amounts include the payment of market rate interest.

Since this acquisition was completed on 19 July 2012, it is not practicable to provide the remaining information required by IFRS 3.

14. Principal risks and uncertainties

The nature of the principal risks and uncertainties faced by the Group have not changed significantly since the 2011 Report and Accounts was published. These risks, together with a description of the approach to mitigate them, are set out on page 9 of the 2011 Report and Accounts (available on the Group's web-site at www.rpsgroup.com) and are summarised as follows:

  • Economic environment
  • Material adverse events
  • Recruitment and retention of key personnel
  • Market position and reputation
  • Compliance and litigation
  • Business acquisitions
  • Funding
  • Health and safety

From time to time the Group receives claims from clients and suppliers. Some of these result in payments to the claimants by the Group and its insurers. The Board reviews all significant claims at each board meeting and more regularly if required. The Board is currently satisfied that the Group has sufficient provisions in its balance sheet to meet all likely uninsured liabilities, including those which have arisen for the first time in 2012.

The Board keeps under review the potential effect of economic circumstances. The continuing uncertainty in the global economic outlook inevitably increases the trading and balance sheet risks to which the Group is exposed.

15. Related party transactions

There are no significant changes in the nature and size of related party transactions for the period to those reported in the 2011 Report and Accounts.

16. Forward-looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of RPS Group plc. These statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. The continuing uncertainty in global economic outlook inevitably increases the risks to which the Group is exposed Statements in respect of the Group's performance in the year to date are based upon unaudited management accounts for the period January to June 2012. The Board considers market expectations for 2012 are best defined by taking the range of forecasts of PBTA for the full year published by analysts who consistently follow the Group. The current range of forecasts of which the Board is aware is £58.4 to £60.1 million. Nothing in this announcement should be construed as a profit forecast.

17. Publication

A copy of this announcement will be posted on the Company's website at www.rpsgroup.com.

INDEPENDENT REVIEW REPORT TO RPS GROUP PLC

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2012, which comprises the Condensed consolidated income statement, the Condensed consolidated statement of comprehensive income, the Condensed consolidated balance sheet, the Condensed consolidated cash flow statement, the Condensed consolidated statement of changes in equity and the related notes 1 to 17. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 ";Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review 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 formed.

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 Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

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

Our Responsibility

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

Scope of Review

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

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2012 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

Deloitte LLP
Chartered Accountants and Statutory Auditor
Reading, United Kingdom

 

2013

Half Year Results for the six months ended 30 June 2012

02 August 2012

Half Year Results for the six months ended 30 June 2012

Results for the period as anticipated. Board still expects growth in second half. Group's financial position remains strong; interim dividend again increased 15%.

2012 2011
Business Performance H1 H1
Revenue (£m) 276.1.5 251.5
Fee income (£m) 238.3 212.9
PBTA (1) (£m) 30.0 22.5
Adjusted earnings per share (2)(basic) (p) 9.80 7.21
Adjusted operating cash flow (£m) (3) 31.2 27.7
Dividend per share (p) 3.06 2.66
Profit before tax (£m) 19.9 19.1
Statutory profit before tax (£m) 19.9 19.1
Statutory earnings per share (basic) (p) 5.68 6.05

(1) PBTA is profit before tax, amortisation of acquired intangibles and transaction related costs.
(2) Adjusted earnings per share is before amortisation of acquired intangibles and transaction related costs and the related tax.
(3) Adjusted operating cash flow is before deferred consideration treated as remuneration.

Brook Land, Chairman, commenting on the results, said:

"The Group has delivered an excellent performance in the first half and remains on track to deliver good growth in the full year. We continue to invest in markets less affected by economic turbulence, whilst managing our business carefully in markets where client expenditure remains affected by economic uncertainty. This strategy has positioned us well, with over two thirds of Group profit now being earned outside Europe."

"July 2012 marked the 25th anniversary of RPS's introduction to the public markets. Over this period our growth has only been disrupted by the deep recession of the early 1990's and the recent global financial crisis. Between those two events we delivered a long period of sustained growth. The Board is confident that, as economic conditions allow, the Group's business model should enable us to produce another period of good growth".

2 August 2012

 

ENQUIRIES
RPS Group plc
Dr Alan Hearne, Chief Executive Tel: 01235 863206
Gary Young, Finance Director
College Hill
Matthew Smallwood Tel: 020 7457 2020
Justine Warren

 

RPS is an international consultancy providing advice upon the development of natural resources, land and property, the management of the environment and the health and safety of people. We have offices in the UK, Ireland, the Netherlands, the Americas and Australia/Asia Pacific and undertake projects in many other parts of the world. The Group is a constituent of both the FTSE 250 and FTSE 4 Good Indices.

 

Results

The Group's results for the first half were significantly better than in the same period in 2011. Profit (before tax, amortisation of acquired intangibles and transaction related costs) increased to £30.0 million (2011: £22.5 million). Basic earnings per share (before amortisation and transaction related costs) increased to 9.80 pence (2011: 7.21 pence).

The contribution of both segments to Group profit increased significantly:

(£m)* 2012 2011
H1 H1
Energy 19.1 14.3 +33%
Built and Natural Environment 15.7 12.6 +25%
Total 34.8 26.9 +29%

* before amortisation of acquired intangibles and transaction related costs.

Cash Flow, Funding and Dividend

Our conversion of profit into cash continued at an encouraging level and our balance sheet remains strong. After funding acquisition investment of £6.4 million in the period, net bank borrowings at 30 June were £20.5 million (31 December 2011: £23.5 million).

The bank facilities of £125 million we had in place with Lloyds Banking Group until July 2013 have been replaced early on terms the Board considers to be favourable. We now have in place a new £125 million facility until July 2016. This comprises £75 million of committed revolving credit facility, with an additional £50 million available as required. That the facility was readily available reflects the Group's excellent management of our balance sheet through the economic and financial troubles of recent years and the strong relationship we have built with Lloyds over the last two decades.

The Board remains confident about the Group's financial strength and has, once again, increased the interim dividend by 15% to 3.06 pence per share (2011: 2.66 pence) payable on 18 October 2012 to shareholders on the register on 21 September 2012.

Acquisitions

The acquisitions made in 2011 have been successfully integrated and are performing well. As planned we have built a strong position in the global oceanographic market, combining ASA and EHI with our existing activities in Australia and drawing upon our extensive contacts with offshore oil and gas operators. Our profile in technical training for the oil and gas industry increased significantly with the acquisition of Nautilus, whilst our water business in south west USA has been strengthened with the acquisition of Espey in Texas.

After the period end, we completed the acquisition of Manidis Roberts Pty Ltd. ("MR"). This significantly increases the strength of our business in Australia, particularly in New South Wales ("NSW").

MR has a strong presence in the infrastructure market in NSW, dealing with environmental issues related to water, power supply and transport projects. We believe the skills and profile of the 90 MR staff will add significantly to our presence in these markets and we will also be able to introduce them to clients in other sectors, particularly energy infrastructure, across Australia.

Full details of the MR transaction were announced on 19 July 2012. Further acquisitions are under consideration in those markets we believe to be robust.

Markets and Trading

Energy

We provide internationally recognised consultancy services to the oil and gas industries from bases in the UK, USA, Canada and Australia Asia Pacific. These act as regional centres for projects undertaken in many other countries. The first half results delivered the significant growth anticipated and a further improvement to the already strong margin:

2012 2011
H1 H1
Fee income (£m) 108.0 85.5 +26%
Profit* (£m) 19.1 14.3 +33%
Margin % 17.7 16.7

*before amortisation of acquired intangibles and transaction related costs.

Our clients' investment in conventional oil and gas exploration and production continued to grow, although pricing pressures remain. Our activity in the unconventionals market remained buoyant internationally, with a shift from gas to liquids in the USA. We experienced an encouraging uplift in activity in Australia Asia Pacific and continued to see a strong performance in North America. This was based on both domestic and international projects, including good activity levels in the Gulf of Mexico. Following last year's political disturbances, our activity in North Africa remains subdued, although prospects elsewhere in Africa continue to improve. Our activity in the Middle East has developed good prospects in Iraq.

Our training and oceanographic businesses performed well and our reputation as independent advisors to the financial services market continued to grow. The availability of technical staff has tightened in recent months and we have begun again to experience recruitment and retention issues. Nonetheless, we continue to look for a strong performance in the year as a whole.

Built and Natural Environment ("BNE")

Within these businesses we provide a wide range of consultancy services to many aspects of the property and infrastructure development and management sectors. These include: environmental assessment, the management of water resources, health and safety, risk management, town and country planning, building, landscape and urban design, surveying and transport planning. Profit in the first half improved, as did the margin:

2012 2011
H1 H1
Fee income (£m) 131.2 128.5 +2%
Profit* (£m) 15.7 12.6 +25%
Margin % 12.0 9.8

* before amortisation of acquired intangibles and transaction related costs.

Australia Asia Pacific

Our BNE business in Australia Asia Pacific produced significantly better results than in the same period in 2011, partly as a result of recovery from the floods in early 2011. We continue to benefit from the high levels of investment in the activities and associated infrastructure necessary to deliver mining, coal seam gas and associated LNG projects, particularly in Queensland. These provide the opportunity for us to deliver a wide range of services to clients. Some of the traditional gas projects offshore Western Australia have now moved into the development phase. This has reduced demand for our higher margin planning and environmental assessment advice. The second quarter also saw delays in the start up of new phases of work in a number of these major projects. We are hopeful these projects will come on stream in the second half and have taken the opportunity to fine tune the focus of our west coast activities to take advantage of this evolving market.

Outside the natural resources sector the Australian economy seems to have come under further pressure in the first half of the year, as global economic concerns have reduced consumer and business confidence. As a result, conditions in the commercial development market seem to have deteriorated a little further. Our re-positioning away from this part of the economy to public sector and energy infrastructure projects has provided us with significant protection. The acquisition of Manidis Roberts significantly strengthens our business in New South Wales, as well as increasing our penetration into those parts of Australian public sector infrastructure market likely to remain buoyant, including water, transport and power supply. Overall, the Board continues to anticipate good growth in the full year.

2012 2011
H1 H1
Fee income (£m) 47.9 42.2 +14%
Profit* (£m) 6.2 4.6 +36%
Margin % 13.0 10.9

*before amortisation of acquired intangibles and transaction related costs.

Europe

Our BNE business in Europe increased its contribution compared with the same period last year, in significant part due to a reduction in reorganisation costs. Many of our traditional commercial development clients remained cautious about investing in new capital projects. We have, instead, focussed on providing further support to those clients developing energy infrastructure, such as on and off shore windfarms, pipelines and interconnectors, power stations (nuclear, gas coal and biomass) and waste to energy plants. Investment potential is greater in this market, although the lack of a clear energy policy framework in the UK creates uncertainty for our clients and, therefore, our likely work flow.

We also provide support to our clients' operations in the water, health and safety and risk management sectors, in order to enable them to comply with legislation and regulation. We continued to see reasonable levels of activity in these markets, although some UK water clients have recently begun to reduce significantly requirements from the unexpectedly high levels experienced in 2011. Although exposed directly to eurozone uncertainty, both our Irish and Dutch businesses performed well. At the end of March, as planned, we completed the sale of the bulk of our small facilities management business in Ireland. Taking account of this, on a "like for like" basis, fee income in Europe increased a little. As a result of the renewed financial and economic uncertainty in Europe, the second half is likely to be weaker than the first, although achieving modest growth in the full year remains possible.

2012 2011
H1 H1
Fee income (£m) 83.3 86.3 (3%)
Profit* (£m) 9.5 8.0 +19%
Margin % 11.4 9.3

* before amortisation of acquired intangibles and transaction related costs.

As reported in the Group's 2011 Results, our auditor at the time indicated that it did not agree with the Group's interpretation of the accounting standard (IFRS3) in relation to deferred consideration. The RPS Board, therefore, notes with interest that the International Financial Reporting Standards Interpretations Committee (IFRIC), having considered this matter, is consulting with its counterpart in the US with a view to issuing guidance which may enable RPS to revert to its previous accounting method. The Board will consider its position when IFRIC makes its final views known. In the meantime we are required to expense deferred consideration. During the first half of 2012 this resulted in a non-cash expense of £4.7 million, which is not tax deductible. This reduced statutory profit before tax and earnings per share significantly. The MR transaction was executed in a manner which does not give rise to this treatment, whichever interpretation of IFRS3 eventually emerges.

Deferred Consideration

As reported in the Group's 2011 Results, our auditor at the time indicated that it did not agree with the Group's interpretation of the accounting standard (IFRS3) in relation to deferred consideration. The RPS Board, therefore, notes with interest that the International Financial Reporting Standards Interpretations Committee (IFRIC), having considered this matter, is consulting with its counterpart in the US with a view to issuing guidance which may enable RPS to revert to its previous accounting method. The Board will consider its position when IFRIC makes its final views known. In the meantime we are required to expense deferred consideration. During the first half of 2012 this resulted in a non-cash expense of £4.7 million, which is not tax deductible. This reduced statutory profit before tax and earnings per share significantly. The MR transaction was executed in a manner which does not give rise to this treatment, whichever interpretation of IFRS3 eventually emerges

Group Prospects

We remain on track to produce good growth in 2012. Our focus on energy and energy infrastructure markets provides the Group with a substantial underpin to its prospects. Such projects require the broad range of skills we have developed, consequently, we believe that our strategy of building multi-disciplinary businesses in each of the regions in which we operate remains attractive and achievable. We will, therefore, continue to develop our business organically in this way, whilst seeking further acquisition opportunities. Our balance sheet has the strength to continue to support both our investment strategy and an increasing dividend.

Board of Directors
RPS Group plc

2 August 2012

 

Condensed consolidated income statement

Notes Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's 2012 2011 2011
Revenue 3 276,143 251,518 528,710
Recharged expenses 3 (37,817) (38,663) (75,981)
Fee income 3 238,326 212,855 452,729
Operating profit before amortisation of acquired intangibles and transaction related costs 3,4 30,981 23,676 53,045
Amortisation of acquired intangibles and transaction related costs 4 (10,161) (3,369) (10,361)
Operating profit 20,820 20,307 42,684
Finance costs (1,059) (1,365) (2,541)
Finance income 95 170 308
Profit before tax, amortisation of acquired intangibles and transaction related costs 30,017 22,481 50,812
Profit before tax 19,856 19,112 40,451
Tax expense 5 (7,534) (5,519) (11,340)
Profit for the period attributable to equity holders of the parent 12,322 13,593 29,111
Basic earnings per share (pence) 6 5.68 6.31 13.49
Diluted earnings per share (pence) 6 5.65 6.26 13.40
Adjusted basic earnings per share (pence) 6 9.80 7.21 16.68
Adjusted diluted earnings per share (pence) 6 9.74 7.16 16.56

 

Condensed consolidated statement of comprehensive income

Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's 2012 2011 2011
Profit for the period 12,322 13,593 29,111
Exchange differences (2,634) 4,562 (811)
Tax recognised directly in equity - 188 -
Total recognised comprehensive income for the period attributable to equity holders of the parent 9,688 18,343 28,300

 

Condensed consolidated balance sheet

As at 30 June As at 30 June As at 31 December
£000's Notes 2012 2011 2011
Assets
Non-current assets
Intangible assets 320,911 331,486 329,112
Property, plant and equipment 7 29,925 29,420 30,070
Investments - 41 41
350,836 360,947 359,223
Current assets
Trade and other receivables 172,678 169,882 171,751
Cash at bank 17,909 17,855 25,989
190,587 187,737 197,740
Liabilities
Current liabilities
Borrowings 1,554 2,973 2,959
Deferred consideration 8,427 8,635 10,327
Trade and other payables 103,891 99,518 109,496
Corporation tax liabilities 3,883 2,785 3,331
Provisions 4,315 2,612 3,903
122,070 116,523 130,016
Net current assets 68,517 71,214 67,724
Non-current liabilities
Borrowings 36,822 50,690 46,554
Deferred consideration - 3,872 -
Other creditors 1,784 1,247 1,665
Deferred tax liabilities 10,053 14,586 11,594
Provisions 2,089 2,998 2,684
50,748 73,393 62,497
Net assets 368,605 358,768 364,450
Equity
Share capital 9 6,571 6,530 6,544
Share premium 105,140 102,911 103,717
Other reserves 10 39,631 49,163 43,299
Retained earnings 217,263 200,164 210,890
Total shareholders' equity 368,605 358,768 364,450

 

Condensed consolidated cash flow statement

Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's Notes 2012 2011* 2011*
Adjusted cash generated from operations 12 31,185 27,678 71,053
Deferred consideration treated as remuneration (6,214) (2,281) (3,743)
Cash generated from operations 24,971 25,397 67,310
Interest paid (908) (1,143) (2,373)
Interest received 95 170 308
Income taxes paid (9,910) (6,764) (12,781)
Net cash from operating activities 14,248 17,660 52,464
Cash flows from investing activities
Purchases of subsidiaries net of cash acquired - (11,202) (17,090)
Deferred consideration (165) (830) (5,084)
Purchase of property, plant and equipment (4,661) (3,812) (9,024)
Sale of property, plant and equipment 150 109 362
Dividends received - 256 256
Net cash used in investing activities (4,676) (15,479) (30,580)
Cash flows from financing activities
Proceeds from issue of share capital 190 102 179
Purchase of own shares (400) (356) (356)
Proceeds from/(repayments of) bank borrowings (9,050) 7,005 2,222
Payment of finance lease liabilities (579) (689) (1,410)
Dividends paid (6,325) (5,460) (11,233)
Payment of pre-acquisition dividend - - (402)
Net cash used in financing activities (16,164) 602 (11,000)
Net (decrease)/increase in cash and cash equivalents (6,592) 2,783 10,884
Cash and cash equivalents at beginning of period 24,458 13,933 13,933
Effect of exchange rate fluctuations (414) (185) (359)
Cash and cash equivalents at end of period 12 17,452 16,531 24,458
Cash and cash equivalents comprise:
Cash at bank 17,909 17,855 25,989
Bank overdraft (457) (1,324) (1,531)
Cash and cash equivalents at end of period 17,452 16,531 24,458

* see note 1

 

Consolidated statement of changes in equity

£000's Share capital Share premium Retained earnings Other reserves Total equity
Changes in equity during 2012
At 1 January 2012 6,544 103,717 210,890 43,299 364,450
Total comprehensive income for the period - - 12,322 (2,634) 9,688
Issue of new ordinary shares 27 1,423 (625) (634) 191
Purchase of own shares - - - (400) (400)
Share based payment expense - - 1,001 - 1,001
Dividends - - (6,325) - (6,325)
At 30 June 2012 6,571 105,140 217,263 39,631 368,605
Changes in equity during 2011
At 1 January 2011 6,516 101,941 190,955 45,581 344,993
Total comprehensive income for the period - - 13,781 4,562 18,343
Issue of new ordinary shares 14 970 (258) (624) 102
Share based payment expense - - - (356 (356
Expenses of issue of equity shares - - 1,146 - 1,146
Dividends - - (5,460) - (5,460))
At 30 June 2011 (see note 1) 6,530 102,911 200,164 49,163 358,768

An analysis of other reserves is provided in Note 10.

 

Notes to the condensed consolidated financial statements

1. Basis of preparation

RPS Group Plc (the "Company") is a company domiciled in England. The condensed consolidated interim financial statements of the Company for the six months ended 30 June 2012 comprise the Company and its subsidiaries (together referred to as the "Group").

The condensed interim financial statements have been prepared using accounting policies set out in the Report and Accounts 2011 and in accordance with IAS 34. They are unaudited but have been reviewed by the Company's auditor. The results for the year end 31 December 2011 and the balance sheet as at that date are abridged from the Company's Report and Accounts 2011 which have been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified, did not include a reference to any matters for which the auditors drew attention by way of emphasis without qualifying the report and did not contain statements under sections 498 (2) or (3) of the Companies Act 2006.

The condensed interim financial statements do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006.

In assessing the going concern basis, the directors considered the Group's business activities, the financial position of the Group and the Group's financial risk management objectives and policies. The directors have a reasonable expectation that the Company and Group have adequate resources to continue in operational existence for the foreseeable future and that it is, therefore, appropriate to adopt the going concern basis in preparing the Group's interim financial statements.

Restatement

As reported in the Group's Report and Accounts 2011, our auditor at that time, Ernst & Young LLP, indicated that it did not agree with the Group's interpretation of IFRS 3 "Business Combinations" in respect of deferred consideration. They advised the Group that the deferred consideration that was contingent on continuing employment should be recognised as a remuneration charge through the Consolidated Income Statement rather than be capitalised.

The Group agreed to this revised treatment of deferred consideration which impacted the results for the six months ended 30 June 2011 in the following ways:

1. In respect of 2010 acquisitions the Group has derecognised the deferred consideration payable that was previously shown in the balance sheet on the date of acquisition of subsidiaries. The value of goodwill has been reduced by a corresponding amount since deferred consideration is no longer considered part of the cost of investment;

2. For those acquisitions in 2010 and 2011 where the fair value of the net assets acquired is greater than the consideration transferred, the Group has recognised negative goodwill through the consolidated income statement; and

3. A remuneration charge has been recognised through the consolidated income statement within "amortisation of acquired intangibles and transaction related costs" and a corresponding accrual has been recognised in the balance sheet under "deferred consideration".

The Group explained the restatement of the results for the six months ended 30 June 2011 by means of an announcement to the London Stock Exchange dated 3 May 2012. This announcement details the restatement of the income statement and the segment results for the six months ended 30 June 2011 and the balance sheet at that date.

The condensed consolidated cash flow statement for the six months ended 30th June 2011 and the year ended 31st December 2011 have been restated so that deferred consideration treated as remuneration is included within cash generated from operating activities rather than cash flows from investing activities. In addition, the total comprehensive income in the condensed consolidated statement of changes in equity in this release has been restated to reflect the above.

2. Responsibility Statement

The directors confirm that, to the best of their knowledge this condensed set of financial statements has been prepared in accordance with IAS 34 and that this Interim Report includes a fair review of the information required by DTR 4.2.4R, DTR 4.2.7R and DTR 4.2.8R.

On behalf of the Board

A. S. Hearne - Chief Executive
G. R. Young - Group Finance Director

3. Business segments

Segment information is presented in respect of the Group's business segments which are reported to the Chief Operating Decision Maker, which is identified as the main Board of Directors of RPS Group Plc. The business segment reporting format reflects the Group's management and internal structure. Inter-segment pricing is determined on an 'arm's length' basis. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

As announced on 3 November 2011 the Group merged Planning and Development (UK and Ireland) and Environmental Management. The 30 June 2011 results are therefore shown below on this revised basis. The Group comprises the following business segments:

Built and Natural Environment ("BNE") - consultancy services advising on all aspects of the built and natural environment including the provision of energy infrastructure, planning and development, engineering, design and surveying, environmental assessment and management and risk management. Consulting services are provided on a regional basis in Europe and Australia Asia Pacific ("AAP").

Energy – the provision of integrated technical, commercial and project management support in the fields of geo-science, engineering and health, safety and environment on a global basis to the energy sector.

Segment results for the period ended 30 June 2012:

£000's Fees Recharged Expenses Intersegment revenue External Revenue
Built and Natural Environment
Europe 83,323 10,151 (719) 92,755
AAP 47,940 11,090 (101) 58,929
Intra BNE eliminations (104) (3) 107 -
Total BNE 131,159 21,238 (713) 151,684
Energy 108,024 16,646 (211) 124,459
Group eliminations (857) (67) 924 -
Total 238,326 37,817 - 276,143

 

£000's Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
Built and Natural Environment
Europe 9,825 (307) 9,518 (804) 8,714
APP 6,286 (56) 6,230 (2,188) 4,042
Total BNE 16,111 (363) 15,748 (2,992) 12,756
Energy 19,119 (43) 19,076 (7,169) 11,907
Total 35,230 (406) 34,824 (10,161) 24,663

Segment results for the period ended 30 June 2011:

£000's Fees Recharged expenses Intersegment revenue External revenue
Built and Natural Environment:
Europe 86,319 12,049 (763) 97,605
AAP 42,165 8,890 (334) 50,721
Intra BNE eliminations (31) - 31 -
Total BNE 128,453 20,939 (1,066) 148,326
Energy 85,503 17,882 (193) 103,192
Group eliminations (1,101) (158) 1,259 -
Total 212,855 38,663 - 251,518

 

£000's Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
Built and Natural Environment
Europe 8,978 (986) 7,992 (722) 7,270
APP 4,680 (98) 4,582 (2,068) 2,514
Total BNE 13,658 (1,084) 12,574 (2,790) 9,784
Energy 14,324 (3) 14,321 (579) 13,742
Total 27,982 (1,087) 26,895 (3,369) 23,526

Segment results for the year ended 31 December 2011:

£000's Fees Recharged expenses Intersegment revenue External revenue
Built and Natural Environment:
Europe 178,215 24,548 (1,935) 200,828
AAP 90,992 15,451 (945) 105,498
Intra BNE eliminations (89) - 89 -
Total BNE 269,118 39,999 (2,791) 306,326
Energy 186,117 36,619 (352) 222,384
Group eliminations (2,506) (637) 3,143 -
Total 452,729 75,981 - 528,710

 

£000's Underlying profit Reorganisation costs Profit before amortisation of acquired intangibles and transaction related costs Amortisation of acquired intangibles and transaction related costs Segment result
Built and Natural Environment
Europe 18,002 (1,572) 16,430 (1,365) 15,065
APP 11,017 (103) 10,914 (4,769) 6,145
Total BNE 29,019 (1,675) 27,344 (6,134) 21,210
Energy 32,099 (77) 32,022 (4,227) 27,795
Total 61,118 (1,752) 59,366 (10,361) 49,005

Group reconciliation

£000's 30 June 2012 30 June 2011 31 Dec 2011
Revenue 276,143 251,518 528,710
Recharged expenses (37,817) (38,663) (75,981)
Fees 238,326 212,855 452,729
Underlying profit 35,230 27,982 61,118
Reorganisation costs (406) (1,087) (1,752)
Unallocated expenses (3,843) (3,219) (6,321)
Operating profit before amortisation of acquired intangibles and transaction related costs 30,981 23,676 53,045
Amortisation of acquired intangibles and transaction related costs (10,161) (3,369) (10,361)
Operating profit 20,820 20,307 42,684
Net finance costs (964) (1,195) (2,233)
Profit before tax 19,856 19,112 40,451

Total segment assets were as follows:

£000's 30 June 2012 31 December 2011
Build and Natural Environment
Europe 233,338 237,335
AAP 121,357 120,029
Total BNE 354,695 357,364
Energy 182,898 195,362
Unallocated 3,830 4,237
Total 541,423 556,963

5. Income taxes

The tax charge for the period has been calculated using an estimate of the effective annual rate of tax for each taxing jurisdiction for the full year. These rates have been applied to the pre-tax profits for each jurisdiction for the six months ended 30 June 2012. The Group has separately calculated the tax rates applicable to amortisation of intangibles and transaction related costs for the period. Tax rate changes that were substantively enacted at the balance sheet date have been factored into the calculation of the effective tax rates.

30 June 2012 30 June 2011 31 December 2011
Tax rate on PBTA 29.2% 30.8% 28.7%
Tax rate on "amortisation of acquired intangibles and transaction related costs" 12.2% 41.9% 31.4%
Tax rate on PBT 37.9% 28.9% 28.0%

6. Earnings per share

The calculations of earnings per share are based on the profit attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding during the period as shown below:

Six months
ended
30 June
Six months
ended
30 June
Year ended 31 Dec
£000's 2012 2011 2011
Profit attributable to ordinary shareholders 12,322 13,593 29,111
000's
Weighted average number of ordinary shares for the purposes of basic earnings per share 216,835 215,590 215,727
Effect of employee share schemes 1,406 1,587 1,547
Weighted average number of ordinary shares for the purposes of diluted earnings per share 218,241 217,177 217,274
Basic earning per share (pence) 5.68 6.31 13.49
Diluted earnings per share (pence) 5.65 6.26 13.40

The directors consider that earnings per share before amortisation of acquired intangibles and transaction related costs and, for the year ended 31 December 2011, the effects of the change in Australian tax law, Tax law Amendments (2010 measures No.1) Act, enacted in July 2010 provides a more meaningful measure of the Group’s performance than statutory earnings per share. The calculation of adjusted basic and diluted earnings per share is based on the weighted average number of ordinary shares during the period as shown above, the profit attributable to ordinary shareholders before the amortisation of acquired intangibles and transaction related costs and the tax thereon, and the change in Australian tax law as shown in the table below:


£000's Six months ended 30 June 2011 Six months ended 30 June 2010 Year ended 31 Dec 2010
Profit attributable to ordinary shareholders 12,322 13,593 29,111
Amortisation of acquired intangibles and transaction related costs 10,161 3,369 10,361
Tax on amortisation of acquired intangibles and transaction related costs (1,234) (1,410) (3,256)
Change in Australian tax law - - (238)
Adjusted profit attributable to ordinary shareholders 21,249 15,552 35,978
Adjusted basic earnings before per share (pence) 9.80 7.21 16.68
Adjusted diluted earnings per share (pence) 9.74 7.16 16.56

7. Property, plant and equipment

During the six months ended 30 June 2012, the Group acquired assets with a cost of £4,628,000 (six months to 30 June 2011: £4,744,000), which includes £nil acquired through business combinations (six months to 30 June 2011: £701,000). Assets with a net book value of £171,000 were disposed of during the six months ended 30 June 2012 (six months ended 30 June 2011: £204,000).

In the Netherlands the Group has a capital commitment of £1,014,000 related to the fit out of a new laboratory (30 June 2011: £nil).

8. Acquisitions

The Group did not complete any acquisitions during the first half of 2012. Since the end of the period the Group completed the acquisition of Manidis Roberts Pty Ltd (see note 13).

A reconciliation of goodwill in respect of acquisitions made in 2011 is given below:

£000s EHI TMT
Goodwill at 1 January 2012 1,509 1,669
Adjustments to opening balance sheet 232 -
Foreign exchange gains and losses (8) (15)
Goodwill at 30 June 2012 1,733 1,654

There were no accumulated impairment losses at the beginning or the end of the period.

The Group also acquired Nautilus, Espey and ASA in 2011, which each generated negative goodwill upon consolidation as a result of the accounting treatment of contingent deferred consideration adopted in 2011.

The opening balance sheets of EHI, Nautilus and TMT have now been finalised. Within EHI an additional deferred tax liability of £232,000 was recognised. No other amendments to the previously reported acquisition values have been made in respect of these acquisitions.

The Group retains commitments to pay deferred consideration to the vendors of Nautilus, EHI, TMT, Espey and ASA contingent upon their continuing employment with the Group which are recognised as employment costs over the deferred consideration period. The Group considers it probable that these deferred consideration payments will be made.

The cash commitments at 30 June 2012 in respect of contingent deferred consideration treated as remuneration that the Group expects to settle and the estimated remuneration charge for each financial year assuming exchange rates remain constant are disclosed in the table below:

£000's Cash commitment Remuneration charge
EHI 3,946 3,920
Nautilus 7,712 5,930
TMT 3,626 1,190
15,284 11,040

The balance sheet at 30 June 2012 includes, within deferred consideration current liabilities, contingent deferred consideration remuneration expense accrued but not paid totalling £4,244,000.

9. Share capital

2012 Number 000's 2012 £000's 2011 Number 000's 2011 £000's
Authorised
Ordinary shares of 3p each at 30 June 240,000 7,200 240,000 7,200
Issued and fully paid
Ordinary shares of 3p each at 1 January 218,138 6,544 217,219 6,516
Issued under employee share schemes 911 27 436 14
At 30 June 219,049 6,571 217,655 6,530

10. Other reserves

£000's Merger reserve Employee trust Translation reserve Total
Changes in equity during 2012
At 1 January 2012 21,256 (7,375) 29,418 43,299
Exchange differences - - (2,634) (2,634)
Issue of new shares - (634) - (634)
Purchase of own shares - (400) - (400)
At 30 June 2012 21,256 (8,409) 26,784 39,631
Changes in equity during 2011
At 1 January 2011 21,256 (5,904) 30,229 45,581
Exchange differences - - 4,562 4,562
Issue of new shares - (624) - (624)
Purchase of own shares - (356) - (356)
At 30 June 2011 21,256 (6,884) 34,791 49,163

11. Dividends

The following dividends were recognised as distributions to equity holders in the period:

£000's Six months ended 30 June 2012 Six months ended 30 June 2011 Year ended 31 Dec 2011
Final dividend for 2011 2.9p per share 6,325 - -
Interim dividend for 2011 2.66p per share - - 5,773
Final dividend for 2010 2.52p per share - 5,460 5,460
6,325 5,460 11,233

An interim dividend in respect of the six months ended 30 June 2012 of 3.06 pence per share, amounting to a total dividend of £6,681,000 was approved by the Directors of RPS Group Plc on 31 July 2012.These condensed consolidated interim financial statements do not reflect this dividend payable.

12. Note to the condensed consolidated cash flow statement

Six months
ended
30 June
Six months
ended
30 June
Year ended 31 Dec
£000's 2012 2011 2011
Operating profit 20,820 20,307 42,684
Adjustments for:
Depreciation 4,248 3,890 8,032
Amortisation of acquired intangibles 5,117 5,062 10,839
Loss on disposal of business 112 - -
Negative goodwill - (5,537) (9,067)
Contingent deferred consideration treated as remuneration 4,674 4,828 9,256
Share based payment expense 1,001 1,146 2,431
Loss on sale of property, plant and equipment 31 94 27
Share of profit of associates - (24) (24)
Revaluation of investment in associate - (1,490) (1,490)
36,003 28,276 62,688
Increase in trade and other receivables (1,634) (3,015) (3,924)
(Decrease)/increase in trade and other payables (3,184) 2,417 12,289
Adjusted cash generated from operations* 31,185 27,678 71,053

* Adjusted cash generated from operations is before payment of deferred consideration treated as remuneration.

The table below provides an analysis of net bank borrowings, comprising cash and cash equivalents, interest bearing bank loans and finance leases, during the six months ended 30 June 2012.

£000's At 1 January 2012 Cash flow Foreign exchange At 30 June 2012
Cash and cash equivalents 24,458 (6,592) (414) 17,452
Bank loans (45,705) 9,050 416 (36,239)
Finance lease creditor (2,276) 579 17 (1,680)
Net bank borrowings (23,523) 3,037 19 (20,467)

The cash balance includes £2,431,000 (31 December 2011: £3,304,000) that is restricted in its use.

13. Events after the balance sheet date

Since the period end the Group has acquired the entire share capital of Manidis Roberts Pty Ltd, an Australian consulting firm, for a maximum consideration of A$30.0 million (equivalent to £20.0 million, at an exchange rate of A$1.50 to £1). Consideration paid at completion was A$18.0 million (£12.0 million). Subject to certain operational conditions being met, two further sums of A$6.0 million (£4.0 million) will be paid on the first and second anniversaries of the transaction. If these operational conditions are not met, the deferred payments will not be made until the tenth anniversary of the acquisition. The deferred amounts include the payment of market rate interest.

Since this acquisition was completed on 19 July 2012, it is not practicable to provide the remaining information required by IFRS 3.

14. Principal risks and uncertainties

The nature of the principal risks and uncertainties faced by the Group have not changed significantly since the 2011 Report and Accounts was published. These risks, together with a description of the approach to mitigate them, are set out on page 9 of the 2011 Report and Accounts (available on the Group's web-site at www.rpsgroup.com) and are summarised as follows:

  • Economic environment
  • Material adverse events
  • Recruitment and retention of key personnel
  • Market position and reputation
  • Compliance and litigation
  • Business acquisitions
  • Funding
  • Health and safety

From time to time the Group receives claims from clients and suppliers. Some of these result in payments to the claimants by the Group and its insurers. The Board reviews all significant claims at each board meeting and more regularly if required. The Board is currently satisfied that the Group has sufficient provisions in its balance sheet to meet all likely uninsured liabilities, including those which have arisen for the first time in 2012.

The Board keeps under review the potential effect of economic circumstances. The continuing uncertainty in the global economic outlook inevitably increases the trading and balance sheet risks to which the Group is exposed.

15. Related party transactions

There are no significant changes in the nature and size of related party transactions for the period to those reported in the 2011 Report and Accounts.

16. Forward-looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of RPS Group plc. These statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. The continuing uncertainty in global economic outlook inevitably increases the risks to which the Group is exposed Statements in respect of the Group's performance in the year to date are based upon unaudited management accounts for the period January to June 2012. The Board considers market expectations for 2012 are best defined by taking the range of forecasts of PBTA for the full year published by analysts who consistently follow the Group. The current range of forecasts of which the Board is aware is £58.4 to £60.1 million. Nothing in this announcement should be construed as a profit forecast.

17. Publication

A copy of this announcement will be posted on the Company's website at www.rpsgroup.com.

INDEPENDENT REVIEW REPORT TO RPS GROUP PLC

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2012, which comprises the Condensed consolidated income statement, the Condensed consolidated statement of comprehensive income, the Condensed consolidated balance sheet, the Condensed consolidated cash flow statement, the Condensed consolidated statement of changes in equity and the related notes 1 to 17. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 ";Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review 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 formed.

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 Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

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

Our Responsibility

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

Scope of Review

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

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2012 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

Deloitte LLP
Chartered Accountants and Statutory Auditor
Reading, United Kingdom

 

2012

Half Year Results for the six months ended 30 June 2012

02 August 2012

Half Year Results for the six months ended 30 June 2012

Results for the period as anticipated. Board still expects growth in second half. Group's financial position remains strong; interim dividend again increased 15%.

2012 2011
Business Performance H1 H1
Revenue (£m) 276.1.5 251.5
Fee income (£m) 238.3 212.9
PBTA (1) (£m) 30.0 22.5
Adjusted earnings per share (2)(basic) (p) 9.80 7.21
Adjusted operating cash flow (£m) (3) 31.2 27.7
Dividend per share (p) 3.06 2.66
Profit before tax (£m) 19.9 19.1
Statutory profit before tax (£m) 19.9 19.1
Statutory earnings per share (basic) (p) 5.68 6.05

(1) PBTA is profit before tax, amortisation of acquired intangibles and transaction related costs.
(2) Adjusted earnings per share is before amortisation of acquired intangibles and transaction related costs and the related tax.
(3) Adjusted operating cash flow is before deferred consideration treated as remuneration.

Brook Land, Chairman, commenting on the results, said:

"The Group has delivered an excellent performance in the first half and remains on track to deliver good growth in the full year. We continue to invest in markets less affected by economic turbulence, whilst managing our business carefully in markets where client expenditure remains affected by economic uncertainty. This strategy has positioned us well, with over two thirds of Group profit now being earned outside Europe."

"July 2012 marked the 25th anniversary of RPS's introduction to the public markets. Over this period our growth has only been disrupted by the deep recession of the early 1990's and the recent global financial crisis. Between those two events we delivered a long period of sustained growth. The Board is confident that, as economic conditions allow, the Group's business model should enable us to produce another period of good growth".

2 August 2012

 

ENQUIRIES
RPS Group plc
Dr Alan Hearne, Chief Executive Tel: 01235 863206
Gary Young, Finance Director
College Hill
Matthew Smallwood Tel: 020 7457 2020
Justine Warren

 

RPS is an international consultancy providing advice upon the development of natural resources, land and property, the management of the environment and the health and safety of people. We have offices in the UK, Ireland, the Netherlands, the Americas and Australia/Asia Pacific and undertake projects in many other parts of the world. The Group is a constituent of both the FTSE 250 and FTSE 4 Good Indices.

 

Results

The Group's results for the first half were significantly better than in the same period in 2011. Profit (before tax, amortisation of acquired intangibles and transaction related costs) increased to £30.0 million (2011: £22.5 million). Basic earnings per share (before amortisation and transaction related costs) increased to 9.80 pence (2011: 7.21 pence).

The contribution of both segments to Group profit increased significantly:

(£m)* 2012 2011
H1 H1
Energy 19.1 14.3 +33%
Built and Natural Environment 15.7 12.6 +25%
Total 34.8 26.9 +29%

* before amortisation of acquired intangibles and transaction related costs.

Cash Flow, Funding and Dividend

Our conversion of profit into cash continued at an encouraging level and our balance sheet remains strong. After funding acquisition investment of £6.4 million in the period, net bank borrowings at 30 June were £20.5 million (31 December 2011: £23.5 million).

The bank facilities of £125 million we had in place with Lloyds Banking Group until July 2013 have been replaced early on terms the Board considers to be favourable. We now have in place a new £125 million facility until July 2016. This comprises £75 million of committed revolving credit facility, with an additional £50 million available as required. That the facility was readily available reflects the Group's excellent management of our balance sheet through the economic and financial troubles of recent years and the strong relationship we have built with Lloyds over the last two decades.

The Board remains confident about the Group's financial strength and has, once again, increased the interim dividend by 15% to 3.06 pence per share (2011: 2.66 pence) payable on 18 October 2012 to shareholders on the register on 21 September 2012.

Acquisitions

The acquisitions made in 2011 have been successfully integrated and are performing well. As planned we have built a strong position in the global oceanographic market, combining ASA and EHI with our existing activities in Australia and drawing upon our extensive contacts with offshore oil and gas operators. Our profile in technical training for the oil and gas industry increased significantly with the acquisition of Nautilus, whilst our water business in south west USA has been strengthened with the acquisition of Espey in Texas.

After the period end, we completed the acquisition of Manidis Roberts Pty Ltd. ("MR"). This significantly increases the strength of our business in Australia, particularly in New South Wales ("NSW").

MR has a strong presence in the infrastructure market in NSW, dealing with environmental issues related to water, power supply and transport projects. We believe the skills and profile of the 90 MR staff will add significantly to our presence in these markets and we will also be able to introduce them to clients in other sectors, particularly energy infrastructure, across Australia.

Full details of the MR transaction were announced on 19 July 2012. Further acquisitions are under consideration in those markets we believe to be robust.

Markets and Trading

Energy

We provide internationally recognised consultancy services to the oil and gas industries from bases in the UK, USA, Canada and Australia Asia Pacific. These act as regional centres for projects undertaken in many other countries. The first half results delivered the significant growth anticipated and a further improvement to the already strong margin:

2012 2011
H1 H1
Fee income (£m) 108.0 85.5 +26%
Profit* (£m) 19.1 14.3 +33%
Margin % 17.7 16.7

*before amortisation of acquired intangibles and transaction related costs.

Our clients' investment in conventional oil and gas exploration and production continued to grow, although pricing pressures remain. Our activity in the unconventionals market remained buoyant internationally, with a shift from gas to liquids in the USA. We experienced an encouraging uplift in activity in Australia Asia Pacific and continued to see a strong performance in North America. This was based on both domestic and international projects, including good activity levels in the Gulf of Mexico. Following last year's political disturbances, our activity in North Africa remains subdued, although prospects elsewhere in Africa continue to improve. Our activity in the Middle East has developed good prospects in Iraq.

Our training and oceanographic businesses performed well and our reputation as independent advisors to the financial services market continued to grow. The availability of technical staff has tightened in recent months and we have begun again to experience recruitment and retention issues. Nonetheless, we continue to look for a strong performance in the year as a whole.

Built and Natural Environment ("BNE")

Within these businesses we provide a wide range of consultancy services to many aspects of the property and infrastructure development and management sectors. These include: environmental assessment, the management of water resources, health and safety, risk management, town and country planning, building, landscape and urban design, surveying and transport planning. Profit in the first half improved, as did the margin:

2012 2011
H1 H1
Fee income (£m) 131.2 128.5 +2%
Profit* (£m) 15.7 12.6 +25%
Margin % 12.0 9.8

* before amortisation of acquired intangibles and transaction related costs.

Australia Asia Pacific

Our BNE business in Australia Asia Pacific produced significantly better results than in the same period in 2011, partly as a result of recovery from the floods in early 2011. We continue to benefit from the high levels of investment in the activities and associated infrastructure necessary to deliver mining, coal seam gas and associated LNG projects, particularly in Queensland. These provide the opportunity for us to deliver a wide range of services to clients. Some of the traditional gas projects offshore Western Australia have now moved into the development phase. This has reduced demand for our higher margin planning and environmental assessment advice. The second quarter also saw delays in the start up of new phases of work in a number of these major projects. We are hopeful these projects will come on stream in the second half and have taken the opportunity to fine tune the focus of our west coast activities to take advantage of this evolving market.

Outside the natural resources sector the Australian economy seems to have come under further pressure in the first half of the year, as global economic concerns have reduced consumer and business confidence. As a result, conditions in the commercial development market seem to have deteriorated a little further. Our re-positioning away from this part of the economy to public sector and energy infrastructure projects has provided us with significant protection. The acquisition of Manidis Roberts significantly strengthens our business in New South Wales, as well as increasing our penetration into those parts of Australian public sector infrastructure market likely to remain buoyant, including water, transport and power supply. Overall, the Board continues to anticipate good growth in the full year.

2012 2011
H1 H1
Fee income (£m) 47.9 42.2 +14%
Profit* (£m) 6.2 4.6 +36%
Margin % 13.0 10.9

*before amortisation of acquired intangibles and transaction related costs.

Europe

Our BNE business in Europe increased its contribution compared with the same period last year, in significant part due to a reduction in reorganisation costs. Many of our traditional commercial development clients remained cautious about investing in new capital projects. We have, instead, focussed on providing further support to those clients developing energy infrastructure, such as on and off shore windfarms, pipelines and interconnectors, power stations (nuclear, gas coal and biomass) and waste to energy plants. Investment potential is greater in this market, although the lack of a clear energy policy framework in the UK creates uncertainty for our clients and, therefore, our likely work flow.

We also provide support to our clients' operations in the water, health and safety and risk management sectors, in order to enable them to comply with legislation and regulation. We continued to see reasonable levels of activity in these markets, although some UK water clients have recently begun to reduce significantly requirements from the unexpectedly high levels experienced in 2011. Although exposed directly to eurozone uncertainty, both our Irish and Dutch businesses performed well. At the end of March, as planned, we completed the sale of the bulk of our small facilities management business in Ireland. Taking account of this, on a "like for like" basis, fee income in Europe increased a little. As a result of the renewed financial and economic uncertainty in Europe, the second half is likely to be weaker than the first, although achieving modest growth in the full year remains possible.

2012 2011
H1 H1
Fee income (£m) 83.3 86.3 (3%)
Profit* (£m) 9.5 8.0 +19%
Margin % 11.4 9.3

* before amortisation of acquired intangibles and transaction related costs.

As reported in the Group's 2011 Results, our auditor at the time indicated that it did not agree with the Group's interpretation of the accounting standard (IFRS3) in relation to deferred consideration. The RPS Board, therefore, notes with interest that the International Financial Reporting Standards Interpretations Committee (IFRIC), having considered this matter, is consulting with its counterpart in the US with a view to issuing guidance which may enable RPS to revert to its previous accounting method. The Board will consider its position when IFRIC makes its final views known. In the meantime we are required to expense deferred consideration. During the first half of 2012 this resulted in a non-cash expense of £4.7 million, which is not tax deductible. This reduced statutory profit before tax and earnings per share significantly. The MR transaction was executed in a manner which does not give rise to this treatment, whichever interpretation of IFRS3 eventually emerges.

Deferred Consideration

As reported in the Group's 2011 Results, our auditor at the time indicated that it did not agree with the Group's interpretation of the accounting standard (IFRS3) in relation to deferred consideration. The RPS Board, therefore, notes with interest that the International Financial Reporting Standards Interpretations Committee (IFRIC), having considered this matter, is consulting with its counterpart in the US with a view to issuing guidance which may enable RPS to revert to its previous accounting method. The Board will consider its position when IFRIC makes its final views known. In the meantime we are required to expense deferred consideration. During the first half of 2012 this resulted in a non-cash expense of £4.7 million, which is not tax deductible. This reduced statutory profit before tax and earnings per share significantly. The MR transaction was executed in a manner which does not give rise to this treatment, whichever interpretation of IFRS3 eventually emerges

Group Prospects

We remain on track to produce good growth in 2012. Our focus on energy and energy infrastructure markets provides the Group with a substantial underpin to its prospects. Such projects require the broad range of skills we have developed, consequently, we believe that our strategy of building multi-disciplinary businesses in each of the regions in which we operate remains attractive and achievable. We will, therefore, continue to develop our business organically in this way, whilst seeking further acquisition opportunities. Our balance sheet has the strength to continue to support both our investment strategy and an increasing dividend.

Board of Directors
RPS Group plc

2 August 2012

 

Condensed consolidated income statement

Notes Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's 2012 2011 2011
Revenue 3 276,143 251,518 528,710
Recharged expenses 3 (37,817) (38,663) (75,981)
Fee income 3 238,326 212,855 452,729
Operating profit before amortisation of acquired intangibles and transaction related costs 3,4 30,981 23,676 53,045
Amortisation of acquired intangibles and transaction related costs 4 (10,161) (3,369) (10,361)
Operating profit 20,820 20,307 42,684
Finance costs (1,059) (1,365) (2,541)
Finance income 95 170 308
Profit before tax, amortisation of acquired intangibles and transaction related costs 30,017 22,481 50,812
Profit before tax 19,856 19,112 40,451
Tax expense 5 (7,534) (5,519) (11,340)
Profit for the period attributable to equity holders of the parent 12,322 13,593 29,111
Basic earnings per share (pence) 6 5.68 6.31 13.49
Diluted earnings per share (pence) 6 5.65 6.26 13.40
Adjusted basic earnings per share (pence) 6 9.80 7.21 16.68
Adjusted diluted earnings per share (pence) 6 9.74 7.16 16.56

 

Condensed consolidated statement of comprehensive income

Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's 2012 2011 2011
Profit for the period 12,322 13,593 29,111
Exchange differences (2,634) 4,562 (811)
Tax recognised directly in equity - 188 -
Total recognised comprehensive income for the period attributable to equity holders of the parent 9,688 18,343 28,300

 

Condensed consolidated balance sheet

As at 30 June As at 30 June As at 31 December
£000's Notes 2012 2011 2011
Assets
Non-current assets
Intangible assets 320,911 331,486 329,112
Property, plant and equipment 7 29,925 29,420 30,070
Investments - 41 41
350,836 360,947 359,223
Current assets
Trade and other receivables 172,678 169,882 171,751
Cash at bank 17,909 17,855 25,989
190,587 187,737 197,740
Liabilities
Current liabilities
Borrowings 1,554 2,973 2,959
Deferred consideration 8,427 8,635 10,327
Trade and other payables 103,891 99,518 109,496
Corporation tax liabilities 3,883 2,785 3,331
Provisions 4,315 2,612 3,903
122,070 116,523 130,016
Net current assets 68,517 71,214 67,724
Non-current liabilities
Borrowings 36,822 50,690 46,554
Deferred consideration - 3,872 -
Other creditors 1,784 1,247 1,665
Deferred tax liabilities 10,053 14,586 11,594
Provisions 2,089 2,998 2,684
50,748 73,393 62,497
Net assets 368,605 358,768 364,450
Equity
Share capital 9 6,571 6,530 6,544
Share premium 105,140 102,911 103,717
Other reserves 10 39,631 49,163 43,299
Retained earnings 217,263 200,164 210,890
Total shareholders' equity 368,605 358,768 364,450

 

Condensed consolidated cash flow statement

Six months
ended
30 June
Six months
ended
30 June
Year
ended
31 December
£000's Notes 2012 2011* 2011*
Adjusted cash generated from operations