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Half Year Results for the six months ended 30 June 2011

28 July 2011

Interim Results for the six months ended 30 June 2011

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

2011 2010
H1 H1
Revenue (£m) 251.5 226.0 +11.3%
Fee income (£m) 212.9 192.5 +10.6%
Profit before taxation* (£m) 23.5 23.4 + 0.5%
Earnings per share* (basic) (p) 7.67 7.52 + 2.0%
Operating cash flow (£m) 27.7 21.1 +31.4%
Dividend per share (p) 2.66 2.31 +15.2%
Statutory profit before tax (£m) 18.6 21.0 -11.4%
Statutory earnings per share (basic) (p) 6.05 6.75 -10.4%

*before amortisation of intangible assets of £4.8 million (2010 H1: £2.3 million)

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

"Our strategy of the last decade has been to diversify our range of activities and geographical reach into potential growth areas. This has resulted in a successful rebalancing of Group activities, enabling us to come through the exceptionally challenging market conditions of recent years in good shape.

Our first half results were as anticipated and confirm that some parts of the Group's business are growing again, whilst others still face significant economic headwinds. The Group's performance in this period was also affected by a combination of the severe weather in Australia, a slow resumption of deep water drilling in the Gulf of Mexico and political unrest in the Middle East and North Africa (MENA).

The second half should see an improved performance, as the impact of these exceptional events reduces, with continued growth from our energy and environmental management activities, including a larger contribution from the three acquisitions made in the first half. This should enable market expectations for 2011 to be achieved.

Although significant uncertainties are still apparent in property development markets internationally, we remain of the view this is likely to mark the beginning of a new period of growth for RPS. The pace of that growth remains, in significant part, dependant upon factors external to the Group".

28 July 2011

 

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

 

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

RPS remains well positioned in markets of fundamental importance to the global economy, with long term growth potential. Despite continuing global economic and financial uncertainty, some of these are beginning to show signs of sustainable recovery. As announced previously, Group trading in the first part of the year was held back by the disruptive effect of flooding and cyclones in Australia, the slow resumption of deep water drilling in the Gulf of Mexico and political disruption in MENA, particularly Libya.

Profit before tax and amortisation of acquired intangibles was £23.5 million (2010: £23.4 million). Basic earnings per share (before amortisation) were 7.67 pence (2010: 7.52 pence). The underlying contribution of each segment to divisional profit was:

(£m) 2011 2010
H1 H1
Energy 14.3 12.1 +18%
Planning and Development 8.0 13.1 -39%
Environmental Management 5.7 5.0 +14%
Total 28.0 30.2

*before amortisation of acquired intangible assets of £4.8 million (2010: £2.3m)
and before reorganisation costs of £0.1 million (2010: £2.0 million cost)

Cash Flow, Funding and Dividend

Conversion of profit into cash continued at an encouraging level and our balance sheet remains strong. After funding acquisition investment of £14.3 million, net bank borrowings at 30 June were £35.8 million (31 December 2010: £31.5 million). Our committed bank facilities of £125 million are in place until July 2013.

The Board remains confident about the Group's financial strength and has, once again, increased the interim dividend by 15% to 2.66 pence per share (2010: 2.31 pence) payable on 20 October 2011 to shareholders on the register on 23 September 2011.

Acquisitions

During the course of the first half we completed three acquisitions. On 18 February 2011 we announced the acquisition of Evans-Hamilton Incorporated ("EHI"), a US based business, for a maximum consideration of US $8.67 million (£5.4 million). It provides oceanographic consulting and marine environment measurement services, as well as carrying out environmental and coastal process studies and assisting clients with offshore environmental compliance.

On 2 March 2011 we announced the acquisition of Nautilus Ltd and Nautilus World Ltd (together "Nautilus"), a UK/US based business providing geosciences and petroleum engineering training to the oil and gas industry, for a maximum consideration of £18.6 million.

On 6 May we announced we had acquired the 50% of Terranean Mapping Technologies Pty Ltd ("Terranean") we did not own, for a maximum consideration of $A2.7 million (£1.7 million). Terranean is a market leader in Australia in high technology surveying, mapping and geographical information systems. As a result of this transaction we are required to revalue upwards the 50% of Terranean we owned previously by £1.5 million.

EHI and Nautilus have been successfully integrated into our Energy business, whilst Terranean now forms an integral part of the Planning and Development business in Australia. Discussions with potential vendors in respect of further acquisitions are continuing.

Markets and Trading

Energy

We provide internationally recognised consultancy services to the oil and gas industries from bases in the UK, USA, Canada, Australia, Asia Pacific, which act as regional hubs for projects undertaken in many other countries. The first half results showed encouraging growth despite man-made and political disruption in the Gulf of Mexico and MENA:

2011 2010
H1 H1
Fee income (£m) 85.5 71.3
Underlying profit* (£m) 14.3 12.1
Margin % 16.8 17.0

*before amortisation of acquired intangible assets of £2.8 million (2010: £0.7m)
and before reorganisation costs of £0.5 million (2010: £0.0 million)

Conditions in both the traditional and unconventional oil and gas sectors were encouraging. Our good relationship with the financial services sector continued to bring forward high quality work related to transactions and valuations. Encouragingly, we seem to have moved into the expansionary phase of the cycle. We are, however, beginning to experience resource and cost pressures. Deep water drilling in the Gulf of Mexico has recently resumed. We expect to benefit increasingly from this in the coming months as our clients define project timing. We still anticipate client activity internationally will continue to build during the remainder of the year and expect our Energy business to achieve good growth for the full year.

Planning and Development

Within these businesses we provide market leading consultancy services in respect of town and country planning, building, landscape and urban design, transport planning and environmental assessment. The results in the first half were held back by severe weather in Australia and continuing subdued levels of activity in property and public sector infrastructure development internationally:

2011 2010
H1 H1
Fee income (£m) 87.5 89.0
Underlying profit* (£m) 8.0 13.1
Margin % 9.2 14.7

*before amortisation of acquired intangible assets of £1.8 million (2010: £1.5 million)
and before reorganisation net income of £0.5 million (2010: £1.7 million cost)

Australia

The results for the period reflect the floods in January, followed immediately by cyclones. These significantly disrupted the Australian economy and the activities of many of our clients in the early months of the year. In the second quarter some of those clients re-established project activity somewhat earlier than previously anticipated. Infrastructure development markets related to energy and other natural resources projects, remained encouraging, although there have been operational delays in progressing some aspects of larger projects off the West Coast. Activity in the commercial development market continued to be subdued, primarily due to lack of project funding resulting from the continuing effects of the global financial crisis. Overall, we continue to expect an improved performance in the second half.

2011 2010
H1 H1
Fee income (£m) 42.2 34.3
Underlying profit* (£m) 4.7 6.5
Margin % 11.1 18.9

*before amortisation of acquired intangible assets of £1.4 million (2010: £1.0 million)
and before reorganisation net income of £1.4 million (2010: £1.1 million cost)

UK and Ireland

The process of developing the management and marketing activities in this merged business has proceeded satisfactorily, enabling further business opportunities to be identified and efficiency savings to be made. The results for the period have, therefore, been impacted by further reorganisation costs:

2011 2010
H1 H1
Fee income (£m) 45.3 54.7
Underlying profit* (£m) 3.3 6.6
Margin % 7.3 12.0

*before amortisation of acquired intangible assets of £0.4 million (2010: £0.4 million)
and before reorganisation costs of £0.9 million (2010: £0.5 million)

In the UK, after a slow start to the year, activity showed some improvement at the end of the first quarter. In the second quarter the market became subdued once again, although in recent weeks we have secured encouraging volumes of new business. We continue to focus on those markets and clients which have funded and fundable projects, such as the provision of energy infrastructure. Although the weak economic recovery remains a material constraint upon our activity levels, we are well positioned for recovery when it occurs. In Ireland, our future is tied closely to the financial situation and, therefore, the final resolution of the eurozone problems. Activity in the first quarter was reasonably encouraging. However, as a result of continuing poor economic and financial circumstances, further reductions in public sector spending have been made by the Government. In response to this we have reduced our cost base further. This included the reduction of rented office space, which required one off exit payments. The prospects for this business remain difficult to determine whilst external factors are so uncertain.

Environmental Management

This business provides consultancy services in respect of health, safety, risk, water and property management in the UK and the Netherlands. The first half results showed encouraging growth:

2011 2010
H1
Fee income (£m) 41.3 33.9
Underlying profit* (£m) 5.7 5.0
Margin % 13.7 14.7

*before amortisation of acquired intangible assets of £0.2m (2010: £0.2 million)
and before reorganisation costs of £0.1m (2010: £0.3 million)

Despite coming under significant pricing pressure, these businesses have delivered an excellent trading performance and sustained a good margin. We have begun to benefit from increasing AMP5 investment from our UK water company clients, related particularly to the difficulties a number have had meeting challenging environmental targets. Our health and safety, occupational health and risk management (particularly in the nuclear and defence sectors) activities remain at an encouraging level. Our Dutch business also performed well, benefiting from the stabilisation of the economy. Overall, it still appears we are likely to achieve good growth in this segment of the Group in the current year.

Group Prospects

As the impact of the severe weather in Australia reduces, as deep water drilling activity in the Gulf of Mexico increases and the acquisitions made in February and March continue to contribute, the second half should produce growth sufficient to enable current market expectations for 2011 to be achieved. Subject to economic recovery continuing and supporting the markets in which we operate, this should provide a platform for further progress in 2012.

Board of Directors
RPS Group plc

28 July 2011

 

Condensed consolidated income statement

Notes Six months
ended
30 June
Six months ended
30 June
Year
ended 31
December
2011 2010 2010
£000's unaudited unaudited audited
Revenue 3 251,518 225,966 461,830
Recharged expenses 3 (38,663) (33,438) (68,568)
Fee income 3 212,855 192,528 393,262
Operating profit 3 19,816 23,086 46,309
Finance costs (1,365) (2,137) (4,025)
Finance income 170 73 185
Profit before tax and amortisation of acquired intangibles 23,465 23,355 47,993
Amortisation of acquired intangibles (4,844) (2,333) (5,524)
Profit before tax 18,621 21,022 42,469
Tax expense 4 (5,586) (6,559) (10,733)
Profit for the period attributable to equity
holders of the parent
13,035 14,463 31,736
Basic earnings per share (pence) 5 6.05 6.75 14.78
Diluted earnings per share (pence) 5 6.00 6.68 14.69
Basic earnings per share before amortisation of acquired intangibles (pence) 5 7.67 7.52 15.79
Diluted earnings per share before amortisation of acquired intangibles (pence) 5 7.61 7.44 15.69

 

Condensed consolidated statement of comprehensive income

Six months
ended
30 June
Six months ended
30 June
Year
ended
31 December
2011 2010 2010
£000's unaudited unaudited audited
Profit for the period 13,035 14,463 31,736
Other comprehensive income:
Exchange differences 4,738 (4,357) 6,978
Tax recognised directly in equity 188 (42) 85
Total recognised comprehensive income for the period attributable to equity holders of the parent 17,961 10,064 38,799

 

Condensed consolidated balance sheet

As at
30 June
As at
30 June
As at
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Assets
Non-current assets
Intangible assets 345,418 297,848 314,621
Property, plant and equipment 29,417 27,870 28,107
Investments 41 190 447
374,876 325,908 343,175
Current assets
Trade and other receivables 169,921 153,882 158,766
Cash at bank 17,855 11,620 13,933
187,776 165,502 172,699
Liabilities
Current liabilities
Borrowings 2,973 1,615 1,744
Deferred consideration 13,629 12,324 9,873
Trade and other payables 99,513 74,277 86,971
Corporation tax liabilities 2,836 5,305 2,618
Provisions 2,612 1,010 1,768
121,563 94,531 102,974
Net current assets 66,213 70,971 69,725
Non-current liabilities
Borrowings 50,690 50,942 43,726
Deferred consideration 13,404 10,250 8,661
Other creditors 1,247 1,718 1,052
Deferred tax liabilities 14,364 10,361 11,291
Provisions 2,998 2,626 3,177
82,703 75,897 67,907
Net assets 358,386 320,982 344,993
Equity
Share capital 8 6,530 6,494 6,516
Share premium 102,911 100,375 101,941
Other reserves 9 49,339 34,900 45,581
Retained earnings 199,606 179,213 190,955
Total shareholders' equity 358,386 320,982 344,993

 

Condensed consolidated balance sheet

As at
30 June
As at
30 June
As at
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Assets
Non-current assets
Intangible assets 345,418 297,848 314,621
Property, plant and equipment 29,417 27,870 28,107
Investments 41 190 447
374,876 325,908 343,175
Current assets
Trade and other receivables 169,921 153,882 158,766
Cash at bank 17,855 11,620 13,933
187,776 165,502 172,699
Liabilities
Current liabilities
Borrowings 2,973 1,615 1,744
Deferred consideration 13,629 12,324 9,873
Trade and other payables 99,513 74,277 86,971
Corporation tax liabilities 2,836 5,305 2,618
Provisions 2,612 1,010 1,768
121,563 94,531 102,974
Net current assets 66,213 70,971 69,725
Non-current liabilities
Borrowings 50,690 50,942 43,726
Deferred consideration 13,404 10,250 8,661
Other creditors 1,247 1,718 1,052
Deferred tax liabilities 14,364 10,361 11,291
Provisions 2,998 2,626 3,177
82,703 75,897 67,907
Net assets 358,386 320,982 344,993
Equity
Share capital 8 6,530 6,494 6,516
Share premium 102,911 100,375 101,941
Other reserves 9 49,339 34,900 45,581
Retained earnings 199,606 179,213 190,955
Total shareholders' equity 358,386 320,982 344,993

 

Condensed consolidated cash flow statement

 

Six months
ended 30
June
Six months
ended 30
June
Year ended
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Cash generated from operations 11 27,678 21,071 57,874
Interest paid (1,143) (2,080) (4,507)
Interest received 170 73 185
Income taxes paid (6,764) (8,479) (14,384)
Net cash from operating activities 19,941 10,585 39,168
Cash flows from investing activities
Purchases of subsidiaries net of cash acquired (11,202) (2,465) (4,418)
Deferred consideration (3,111) (5,688) (13,626)
Purchase of property, plant and equipment (3,812) (3,713) (6,856)
Sale of property, plant and equipment 109 122 3,193
Dividends received 256 - 116
Net cash used in investing activities (17,760) (11,744) (21,591)
Cash flows from financing activities
Proceeds from issue of share capital 102 72 229
Purchase of own shares (356) - -
Proceeds from/(repayments of) bank borrowings 7,005 5,682 (5,022)
Payment of finance lease liabilities (689) (739) (1,491)
Dividends paid (5,460) (4,722) (9,710)
Payment of pre-acquisition dividend - - (694)
Net cash used in financing activities 602 293 (16,688)
Net increase/(decrease) in cash and cash equivalents 2,783 (866) 889
Cash and cash equivalents at beginning of period 13,933 13,691 13,691
Effect of exchange rate fluctuations (185) (1,205) (647)
Cash and cash equivalents at end of period 11 16,531 11,620 13,933
Cash and cash equivalents comprise:
Cash at bank 17,855 11,620 13,933
Bank overdraft (1,324) - -
Cash and cash equivalents at end of period 16,531 11,620 13,933

 

Condensed consolidated cash flow statement

Six months
ended 30
June
Six months
ended 30
June
Year ended
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Cash generated from operations 11 27,678 21,071 57,874
Interest paid (1,143) (2,080) (4,507)
Interest received 170 73 185
Income taxes paid (6,764) (8,479) (14,384)
Net cash from operating activities 19,941 10,585 39,168
Cash flows from investing activities
Purchases of subsidiaries net of cash acquired (11,202) (2,465) (4,418)
Deferred consideration (3,111) (5,688) (13,626)
Purchase of property, plant and equipment (3,812) (3,713) (6,856)
Sale of property, plant and equipment 109 122 3,193
Dividends received 256 - 116
Net cash used in investing activities (17,760) (11,744) (21,591)
Cash flows from financing activities
Proceeds from issue of share capital 102 72 229
Purchase of own shares (356) - -
Proceeds from/(repayments of) bank borrowings 7,005 5,682 (5,022)
Payment of finance lease liabilities (689) (739) (1,491)
Dividends paid (5,460) (4,722) (9,710)
Payment of pre-acquisition dividend - - (694)
Net cash used in financing activities 602 293 (16,688)
Net increase/(decrease) in cash and cash equivalents 2,783 (866) 889
Cash and cash equivalents at beginning of period 13,933 13,691 13,691
Effect of exchange rate fluctuations (185) (1,205) (647)
Cash and cash equivalents at end of period 11 16,531 11,620 13,933
Cash and cash equivalents comprise:
Cash at bank 17,855 11,620 13,933
Bank overdraft (1,324) - -
Cash and cash equivalents at end of period 16,531 11,620 13,933

 

Consolidated statement of changes in equity

£000's Share capital Share premium Retained earnings Other reserves
(Note 9)
Total equity
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 - - 13,223 4,738 17,961
Issue of new ordinary shares 14 970 (258) (624) 102
Purchase of own shares - - - (356) (356)
Share based payment expense - - 1,146 - 1,146
Dividends - - (5,460) - (5,460)
At 30 June 2011 6,530 102,911 199,606 49,339 358,386
Changes in equity during 2010
At 1 January 2010 6,457 98,238 169,254 39,519 313,468
Total comprehensive income for the period - - 14,421 (4,357) 10,064
Issue of new ordinary shares 37 2,142 (1,257) (262) 660
Share based payment expense - - 1,517 - 1,517
Expenses of issue of equity shares - (5) - - (5)
Dividends - - (4,722) - (4,722)
At 30 June 2010 6,494 100,375 179,213 34,900 320,982

 

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 2011 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 2010. They are in accordance with IAS 34. The condensed interim financial statements are unaudited but have been reviewed by the Company's auditors. The results for the year end 31 December 2010 and the balance sheet as at that date are abridged from the Company's Report and Accounts 2010 which have been delivered to the Registrar of Companies. The auditors' report on those accounts was unqualified, did not contain references to any matters to which the auditors drew attention by way of emphasis without qualifying the report and did not contain a statement under sections 498 (2) or 498 (3) of the Companies Act 2006.

The condensed interim financial statements do not constitute full 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 consider that the Group has 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 its financial statements.

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 4.2.7R 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 (CODM). 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 6 May 2011, the part of the Australian Energy business providing clients with environmental, climatic and oceanographic data is now the responsibility of the Australian Board. It is, therefore, now being managed as part of the Australia Planning and Development business, resulting in a restatement of the 2010 segment results.

The Group comprises the following business segments:

Planning and Development - consultancy services in the UK and Ireland and Australia relating to town and country planning, landscape and urban design, architecture, transport planning and highway design, environmental impact assessment and provision of water and waste utilities and energy infrastructure.

Environmental Management - consultancy services in the UK and the Netherlands related to property management, environmental science, the management of water resources and health, safety and risk management other than to the oil and gas sector.

Energy - the provision of a wide range of consultancy services including those related to health, safety and risk management, on an international basis, to the upstream oil and gas and offshore renewable energy sectors.

Segment results for the period ended 30 June 2011:

£000's Fees Recharged
Expenses
Intersegment
revenue
External
Revenue
Planning and
Development:
UK and Ireland 45,335 7,846 (1,347) 51,834
Australia 42,165 8,890 (334) 50,721
Intra P&D
eliminations
(4) - 4 -
Total Planning
and Development
87,496 16,736 (1,677) 102,555
Energy 85,503 17,882 (193) 103,192
Environmental
Management
41,284 4,797 (310) 45,771
Group eliminations (1,428) (752) 2,180 -
Total 212,855 38,663 - 251,518

 

£000's Underlying
profit
Reorganisation
costs
Amortisation
of acquired
intangibles
Segment
result
Planning and
Development:
UK and Ireland 3,326 (853) (418) 2,055
Australia 4,680 1,371 (1,388) 4,663
Total Planning
and Development
8,006 518 (1,806) 6,718
Energy 14,324 (488) (2,844) 10,992
Environmental
Management
5,652 (133) (194) 5,325
Total 27,982 (103) (4,844) 23,035

Revised segment results for the period ended 30 June 2010:

£000's Fees Recharged
expenses
Intersegment
revenue
External
revenue
Planning and
Development:
UK and Ireland 54,691 8,226 (817) 62,100
Australia 34,338 9,057 (425) 42,970
Intra P&D
eliminations
(2) - 2 -
Total Planning
and Development
89,027 17,283 (1,240) 105,070
Energy 71,306 12,357 (197) 83,466
Environmental
Management
33,868 3,937 (375) 37,430
Group eliminations (1,673) (139) 1,812 -
Total 192,528 33,438 - 225,966
£000's Underlying
profit
Reorganisation
costs
Amortisation
of acquired
intangibles
Segment
result
Planning and
Development:
UK and Ireland 6,584 (535) (418) 5,631
Australia 6,507 (1,127) (1,042) 4,338
Total Planning
and Development
13,091 (1,662) (1,460) 9,969
Energy 12,103 (1) (691) 11,411
Environmental
Management
4,980 (253) (182) 4,545
Total 30,174 (1,916) (2,333) 25,925
Group
reconciliation
£000's 30 June 2011 30 June 2010
Revenue 251,518 225,966
Recharged
expenses
(38,663) (33,438)
Fees 212,855 192,528
Underlying profit 27,982 30,174
Reorganisation
net income costs
(103) (1,916)
Unallocated
expenses
(3,219) (2,839)
Operating
profit before
amortisation
24,660 25,419
Amortisation (4,844) (2,333)
Operating profit 19,816 23,086
Finance costs (1,195) (2,064)
Profit before tax 18,621 21,022

Total segment assets were as follows:

£000's 30 June 2011 31 December 2010
Planning and Development:
UK and Ireland 184,036 184,542
Australia 107,991 114,988
Total Planning and Development 292,027 299,530
Energy 199,176 151,323
Environmental Management 67,458 61,245
Unallocated 3,991 3,776
Total 562,652 515,874

4. Income taxes

The tax charge for the period has been calculated using the expected tax rate for the year in each tax jurisdiction. These rates have been applied to the pre-tax profits estimated for each jurisdiction for the year ended 31st December 2011 to derive a Group consolidated effective tax rate for the year. This rate is 30.0% and has been applied to the Group pre tax profit for the 6 months ended 30th June 2011 (for the year ended 31 December 2010: 25.3%; for the six months ended 30 June 2010: 31.2%). The tax rate for the year ended 31 December 2010 was materially affected by Tax Law Amendment (2010 Measures No. 1) Act 2010 being enacted in Australia. The Group effective tax rate for 2010 excluding this material one-off impact was 29.4%.

5. 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 2011 2010 2010
Profit attributable to ordinary shareholders 13,035 14,463 31,736
000's
Weighted average number of
ordinary shares for the purposes
of basic earnings per share
215,590 214,383 214,737
Effect of employee share schemes 1,587 2,285 1,311
Weighted average number of
ordinary shares for the purposes
of diluted earnings per share
217,177 216,668 216,048
Basic earning per share (pence) 6.05 6.75 14.78
Diluted earnings per share (pence) 6.00 6.68 14.69

The directors consider that earnings per share before amortisation provides a more meaningful measure of the Group's performance than statutory earnings per share. The calculation of basic and diluted earnings per share before amortisation 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 on acquired intangible assets and the tax thereon 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
13,035 14,463 31,736
Amortisation of
acquired intangibles
4,844 2,333 5,524
Tax on amortisation
of acquired intangibles
(1,343) (675) (1,598)
Change in Australian tax law - - (1,754)
Adjusted profit attributable
to ordinary shareholders
16,536 16,121 33,908
Basic earnings before per
share before amortisation (pence)
7.67 7.52 15.79
Diluted earnings per share
before amortisation (pence)
7.61 7.44 15.69

6. Property, plant and equipment

During the six months ended 30 June 2011, the Group acquired assets with a cost of £4,744,000 (six months to 30 June 2010: £4,090,000), which includes £701,000 acquired through business combinations (six months to 30 June 2010: £334,000). Assets with a net book value of £204,000 were disposed of during the six months ended 30 June 2011 (six months ended 30 June 2010: £130,000).

7. Acquisitions

The Group has completed the following acquisitions to strengthen and broaden the skill base of the Group, during the first half of 2011:

Entity Date of
Acquisition
Place of
incorporation
Percentage
of entity
acquired
Nature of
business
acquired
Evans Hamilton Inc 17/02/2011 USA 100% Oceanographic
Consultancy
Nautilus Group 01/03/2011 UK/USA 100% Training
Terranean Mapping
Technology Pty
31/03/2011 Australia 50% Surveying

Their contributions to the Group's results for the period is given below:

£000's Revenue Operating profit
EHI 1,614 (49)
Nautilus 4,987 505
TMT 951 98

Had the Group acquired these entities on the first day of the period, the Group Revenue would have been £253,518,000 and the Group operating profit would have been £19,499,000.

The Group has allocated the net assets of its acquisitions provisional fair values as it did not have complete information at the date of approval of this interim report. Details of the carrying values of the acquired net assets and the provisional fair values assigned to them by the Group are as follows:

Intangible Assets
£000's Order
book
Customer
relationships
IP PPE Cash Other
assets
Other
liabilities
Net assets
acquired
Provisional fair values:
EHI 287 2,618 - 448 473 738 (3,268) 1,296
Nautilus 1,613 7,642 - 78 2,640 3,893 (10,085) 5,781
TMT 129 832 303 175 239 512 (907) 1,283
2,029 11,092 303 701 3,352 5,143 (14,260) 8,360

The total fair value of receivables acquired was £4,683,000. The gross contractual receivables acquired were £4,699,000 and £16,000 was estimated unreceivable.

The vendors of the acquired companies have entered into warranty arrangements with the Group. The total undiscounted cash flow that could be receivable by the Group is between £nil and £4,683,000 As the Group does not expect that these warranties will become receivable, it has not recognised an indemnification asset on acquisition.

£000s Fair
value of
original
invest
- ment
Initial
cash
consid
- eration
Deferred
cash
consid
-eration
Total
consid
-eration
Net assets
acquired
Goodwill
acquired
Tax
deductible
goodwill
EHI - 2,872 2,530 5,402 1,296 4,106 -
Nautilus - 10,550 8,061 18,611 5,781 12,830 1,084
TMT 1,699 1,132 567 3,398 1,283 2,115 -
1,699 14,554 11,158 27,411 8,360 19,051 1,084

The gain recognised on the revaluation to fair value of RPS's original 50% holding in Terranean Mapping was £1,490,000.

Deferred consideration is payable on the first, second and third anniversaries of the acquisitions of Nautilus and Terranean, and the first and second anniversaries of the acquisition of EHI, dependent on certain operational conditions being met. At the balance sheet date, the Group expects that these amounts will be paid in full.

The Group incurred acquisition-related costs of £506,000 (6 months to 30 June 2010: £141,000), which have been expensed through the consolidated income statement and included within reorganisation costs.

Goodwill represents the value of the accumulated workforce associated with these acquisitions.

£000's EHI Nautilus TMT HIB Aquaterra Boyd
Goodwill at 1 January 2011 - - - 379 4,409 3,720
Additions through acquisition 4,106 12,830 2,115 - - 15
Adjustments to
>opening balance sheet
- - - 3 (295) -
Foreign exchange gains and losses (4) 85 72 - 82 -
Goodwill at 30 June 2011 4,102 12,915 2,187 382 4,196 3,735

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

Prior period acquisitions

In the first half of 2010 RPS completed the acquisition of HIB Limited and Aquaterra Group. The provisional fair values allocated to the assets acquired have now been finalised.

8. Share Capital

2011
Number
000's
2011
£000's
2010
Number
000's
2010
£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 217,219 6,516 215,247 6,457
Issued under employee share schemes 436 14 925 28
Issued in respect of deferred
consideration related to acquisitions in prior years
- - 314 9
At 30 June 217,655 6,530 216,486 6,494

9. Other Reserves

£000's Merger
reserve
Employee
trust shares
Translation
reserve
Total other
reserves
Changes in equity during 2011
At 1 January 2011 21,256 (5,904) 30,229 45,581
Exchange differences - - 4,738 4,738
Issue of new shares - (624) - (624)
Purchase of own shares - (356) - (356)
At 30 June 2011 21,256 (6,884) 34,967 49,339
Changes in equity during 2010
At 1 January 2010 20,687 (4,419) 23,251 39,519
Exchange differences - - (4,357) (4,357)
Issue of new shares 569 (831) - (262)
At 30 June 2010 21,256 (5,250) 18,894 34,900

10. Dividends

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

£000's Six months
ended 30 June
2011
Six months
ended 30 June
2010
Year ended
31 December
2010
Final dividend for
2010 2.52p per share
5,460 - -
Interim dividend for
2010 2.31p per share
- - 4,988
Final dividend for
2009 2.19p per share
- 4,722 4,722
5,460 4,722 9,710

An interim divided in respect of the six months ended 30 June 2011 of 2.66p pence per share, amounting to a total dividend of £5,770,000 was approved by the Directors of RPS Group plc on 26 July 2011. These condensed consolidated interim financial statements do not reflect this dividend payable.

11. Note to the condensed consolidated cash flow statement

Six months ended
30 June
Six months ended
30 June
Year
ended
31 Dec
£000's 2011 2010 2010
Profit before tax 18,621 21,022 42,469
Adjustments for:
Interest payable and similar charges 1,365 2,137 4,025
Interest receivable (170) (73) (185)
Depreciation 3,890 3,749 7,556
Amortisation of acquired intangibles 4,844 2,333 5,524
Share based payment expense 1,146 1,517 1,626
Loss/(profit) on sale of
property, plant and equipment
94 6 (1,579)
Share of loss/(profit) of associates (24) 23 (335)
Revaluation of investment in associate (1,490) - -
(Increase) in trade and other receivables (3,015) (12,953) (7,981)
Increase in trade and other payables 2,417 3,310 6,754
Cash generated from operations 27,678 21,071 57,874

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 2011.

£000's At 1 January 2011 Cash flow Acquisitions Foreign exchange At 30 June 2011
Cash and cash equivalents 13,933 2,783 - (185) 16,531
Bank loans (41,816) (7,005) (1,210) 700 (49,331)
Finance lease creditor (3,654) 689 - (43) (3,008)
Net bank borrowings (31,537) (3,533) (1,210) 472 (35,808)

12. Principal risks and uncertainties

The nature of the principal risks and uncertainties faced by the Group have not changed significantly since the 2010 Report and Accounts was published. There are included on page 31 of the 2010 Report and Accounts and are summarised as follows:

Business Strategy - the risk of not delivering the Group's long-term strategy.

Business Continuity - the risk that in the event of an adverse occurrence the business operations will not be able to operate.

Financial and Commercial - the risk of performance falling short of expectations, including the reputational risk linked to quality of work.

Legal and Compliance - the risk of failing to comply with all relevant legislation and regulations as well as liabilities arising from trading activities which are not covered by professional indemnity insurance.

Health, Safety and Environment - the risk related to the safety of staff, clients, sub-contractors, members of the public and the environment.

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.

13. Related party transactions

There were no related party transactions required to be disclosed in the period.

14. 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 2011 in the year to date are based upon unaudited management accounts for the period January to June 2011. The Board considers market expectations for 2011 are best defined by taking the range of forecasts of profit before tax and amortisation for the full year published by analysts who consistently follow the Group. The current range of forecasts of which the Board is aware is £48.5 to £52.5 million. Nothing in this announcement should be construed as a profit forecast.

15. 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 2011, 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. 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 guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our 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 2011 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.

Ernst & Young LLP
Reading
28 July 2011

 

2019

Half Year Results for the six months ended 30 June 2011

28 July 2011

Interim Results for the six months ended 30 June 2011

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

2011 2010
H1 H1
Revenue (£m) 251.5 226.0 +11.3%
Fee income (£m) 212.9 192.5 +10.6%
Profit before taxation* (£m) 23.5 23.4 + 0.5%
Earnings per share* (basic) (p) 7.67 7.52 + 2.0%
Operating cash flow (£m) 27.7 21.1 +31.4%
Dividend per share (p) 2.66 2.31 +15.2%
Statutory profit before tax (£m) 18.6 21.0 -11.4%
Statutory earnings per share (basic) (p) 6.05 6.75 -10.4%

*before amortisation of intangible assets of £4.8 million (2010 H1: £2.3 million)

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

"Our strategy of the last decade has been to diversify our range of activities and geographical reach into potential growth areas. This has resulted in a successful rebalancing of Group activities, enabling us to come through the exceptionally challenging market conditions of recent years in good shape.

Our first half results were as anticipated and confirm that some parts of the Group's business are growing again, whilst others still face significant economic headwinds. The Group's performance in this period was also affected by a combination of the severe weather in Australia, a slow resumption of deep water drilling in the Gulf of Mexico and political unrest in the Middle East and North Africa (MENA).

The second half should see an improved performance, as the impact of these exceptional events reduces, with continued growth from our energy and environmental management activities, including a larger contribution from the three acquisitions made in the first half. This should enable market expectations for 2011 to be achieved.

Although significant uncertainties are still apparent in property development markets internationally, we remain of the view this is likely to mark the beginning of a new period of growth for RPS. The pace of that growth remains, in significant part, dependant upon factors external to the Group".

28 July 2011

 

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

 

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

RPS remains well positioned in markets of fundamental importance to the global economy, with long term growth potential. Despite continuing global economic and financial uncertainty, some of these are beginning to show signs of sustainable recovery. As announced previously, Group trading in the first part of the year was held back by the disruptive effect of flooding and cyclones in Australia, the slow resumption of deep water drilling in the Gulf of Mexico and political disruption in MENA, particularly Libya.

Profit before tax and amortisation of acquired intangibles was £23.5 million (2010: £23.4 million). Basic earnings per share (before amortisation) were 7.67 pence (2010: 7.52 pence). The underlying contribution of each segment to divisional profit was:

(£m) 2011 2010
H1 H1
Energy 14.3 12.1 +18%
Planning and Development 8.0 13.1 -39%
Environmental Management 5.7 5.0 +14%
Total 28.0 30.2

*before amortisation of acquired intangible assets of £4.8 million (2010: £2.3m)
and before reorganisation costs of £0.1 million (2010: £2.0 million cost)

Cash Flow, Funding and Dividend

Conversion of profit into cash continued at an encouraging level and our balance sheet remains strong. After funding acquisition investment of £14.3 million, net bank borrowings at 30 June were £35.8 million (31 December 2010: £31.5 million). Our committed bank facilities of £125 million are in place until July 2013.

The Board remains confident about the Group's financial strength and has, once again, increased the interim dividend by 15% to 2.66 pence per share (2010: 2.31 pence) payable on 20 October 2011 to shareholders on the register on 23 September 2011.

Acquisitions

During the course of the first half we completed three acquisitions. On 18 February 2011 we announced the acquisition of Evans-Hamilton Incorporated ("EHI"), a US based business, for a maximum consideration of US $8.67 million (£5.4 million). It provides oceanographic consulting and marine environment measurement services, as well as carrying out environmental and coastal process studies and assisting clients with offshore environmental compliance.

On 2 March 2011 we announced the acquisition of Nautilus Ltd and Nautilus World Ltd (together "Nautilus"), a UK/US based business providing geosciences and petroleum engineering training to the oil and gas industry, for a maximum consideration of £18.6 million.

On 6 May we announced we had acquired the 50% of Terranean Mapping Technologies Pty Ltd ("Terranean") we did not own, for a maximum consideration of $A2.7 million (£1.7 million). Terranean is a market leader in Australia in high technology surveying, mapping and geographical information systems. As a result of this transaction we are required to revalue upwards the 50% of Terranean we owned previously by £1.5 million.

EHI and Nautilus have been successfully integrated into our Energy business, whilst Terranean now forms an integral part of the Planning and Development business in Australia. Discussions with potential vendors in respect of further acquisitions are continuing.

Markets and Trading

Energy

We provide internationally recognised consultancy services to the oil and gas industries from bases in the UK, USA, Canada, Australia, Asia Pacific, which act as regional hubs for projects undertaken in many other countries. The first half results showed encouraging growth despite man-made and political disruption in the Gulf of Mexico and MENA:

2011 2010
H1 H1
Fee income (£m) 85.5 71.3
Underlying profit* (£m) 14.3 12.1
Margin % 16.8 17.0

*before amortisation of acquired intangible assets of £2.8 million (2010: £0.7m)
and before reorganisation costs of £0.5 million (2010: £0.0 million)

Conditions in both the traditional and unconventional oil and gas sectors were encouraging. Our good relationship with the financial services sector continued to bring forward high quality work related to transactions and valuations. Encouragingly, we seem to have moved into the expansionary phase of the cycle. We are, however, beginning to experience resource and cost pressures. Deep water drilling in the Gulf of Mexico has recently resumed. We expect to benefit increasingly from this in the coming months as our clients define project timing. We still anticipate client activity internationally will continue to build during the remainder of the year and expect our Energy business to achieve good growth for the full year.

Planning and Development

Within these businesses we provide market leading consultancy services in respect of town and country planning, building, landscape and urban design, transport planning and environmental assessment. The results in the first half were held back by severe weather in Australia and continuing subdued levels of activity in property and public sector infrastructure development internationally:

2011 2010
H1 H1
Fee income (£m) 87.5 89.0
Underlying profit* (£m) 8.0 13.1
Margin % 9.2 14.7

*before amortisation of acquired intangible assets of £1.8 million (2010: £1.5 million)
and before reorganisation net income of £0.5 million (2010: £1.7 million cost)

Australia

The results for the period reflect the floods in January, followed immediately by cyclones. These significantly disrupted the Australian economy and the activities of many of our clients in the early months of the year. In the second quarter some of those clients re-established project activity somewhat earlier than previously anticipated. Infrastructure development markets related to energy and other natural resources projects, remained encouraging, although there have been operational delays in progressing some aspects of larger projects off the West Coast. Activity in the commercial development market continued to be subdued, primarily due to lack of project funding resulting from the continuing effects of the global financial crisis. Overall, we continue to expect an improved performance in the second half.

2011 2010
H1 H1
Fee income (£m) 42.2 34.3
Underlying profit* (£m) 4.7 6.5
Margin % 11.1 18.9

*before amortisation of acquired intangible assets of £1.4 million (2010: £1.0 million)
and before reorganisation net income of £1.4 million (2010: £1.1 million cost)

UK and Ireland

The process of developing the management and marketing activities in this merged business has proceeded satisfactorily, enabling further business opportunities to be identified and efficiency savings to be made. The results for the period have, therefore, been impacted by further reorganisation costs:

2011 2010
H1 H1
Fee income (£m) 45.3 54.7
Underlying profit* (£m) 3.3 6.6
Margin % 7.3 12.0

*before amortisation of acquired intangible assets of £0.4 million (2010: £0.4 million)
and before reorganisation costs of £0.9 million (2010: £0.5 million)

In the UK, after a slow start to the year, activity showed some improvement at the end of the first quarter. In the second quarter the market became subdued once again, although in recent weeks we have secured encouraging volumes of new business. We continue to focus on those markets and clients which have funded and fundable projects, such as the provision of energy infrastructure. Although the weak economic recovery remains a material constraint upon our activity levels, we are well positioned for recovery when it occurs. In Ireland, our future is tied closely to the financial situation and, therefore, the final resolution of the eurozone problems. Activity in the first quarter was reasonably encouraging. However, as a result of continuing poor economic and financial circumstances, further reductions in public sector spending have been made by the Government. In response to this we have reduced our cost base further. This included the reduction of rented office space, which required one off exit payments. The prospects for this business remain difficult to determine whilst external factors are so uncertain.

Environmental Management

This business provides consultancy services in respect of health, safety, risk, water and property management in the UK and the Netherlands. The first half results showed encouraging growth:

2011 2010
H1
Fee income (£m) 41.3 33.9
Underlying profit* (£m) 5.7 5.0
Margin % 13.7 14.7

*before amortisation of acquired intangible assets of £0.2m (2010: £0.2 million)
and before reorganisation costs of £0.1m (2010: £0.3 million)

Despite coming under significant pricing pressure, these businesses have delivered an excellent trading performance and sustained a good margin. We have begun to benefit from increasing AMP5 investment from our UK water company clients, related particularly to the difficulties a number have had meeting challenging environmental targets. Our health and safety, occupational health and risk management (particularly in the nuclear and defence sectors) activities remain at an encouraging level. Our Dutch business also performed well, benefiting from the stabilisation of the economy. Overall, it still appears we are likely to achieve good growth in this segment of the Group in the current year.

Group Prospects

As the impact of the severe weather in Australia reduces, as deep water drilling activity in the Gulf of Mexico increases and the acquisitions made in February and March continue to contribute, the second half should produce growth sufficient to enable current market expectations for 2011 to be achieved. Subject to economic recovery continuing and supporting the markets in which we operate, this should provide a platform for further progress in 2012.

Board of Directors
RPS Group plc

28 July 2011

 

Condensed consolidated income statement

Notes Six months
ended
30 June
Six months ended
30 June
Year
ended 31
December
2011 2010 2010
£000's unaudited unaudited audited
Revenue 3 251,518 225,966 461,830
Recharged expenses 3 (38,663) (33,438) (68,568)
Fee income 3 212,855 192,528 393,262
Operating profit 3 19,816 23,086 46,309
Finance costs (1,365) (2,137) (4,025)
Finance income 170 73 185
Profit before tax and amortisation of acquired intangibles 23,465 23,355 47,993
Amortisation of acquired intangibles (4,844) (2,333) (5,524)
Profit before tax 18,621 21,022 42,469
Tax expense 4 (5,586) (6,559) (10,733)
Profit for the period attributable to equity
holders of the parent
13,035 14,463 31,736
Basic earnings per share (pence) 5 6.05 6.75 14.78
Diluted earnings per share (pence) 5 6.00 6.68 14.69
Basic earnings per share before amortisation of acquired intangibles (pence) 5 7.67 7.52 15.79
Diluted earnings per share before amortisation of acquired intangibles (pence) 5 7.61 7.44 15.69

 

Condensed consolidated statement of comprehensive income

Six months
ended
30 June
Six months ended
30 June
Year
ended
31 December
2011 2010 2010
£000's unaudited unaudited audited
Profit for the period 13,035 14,463 31,736
Other comprehensive income:
Exchange differences 4,738 (4,357) 6,978
Tax recognised directly in equity 188 (42) 85
Total recognised comprehensive income for the period attributable to equity holders of the parent 17,961 10,064 38,799

 

Condensed consolidated balance sheet

As at
30 June
As at
30 June
As at
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Assets
Non-current assets
Intangible assets 345,418 297,848 314,621
Property, plant and equipment 29,417 27,870 28,107
Investments 41 190 447
374,876 325,908 343,175
Current assets
Trade and other receivables 169,921 153,882 158,766
Cash at bank 17,855 11,620 13,933
187,776 165,502 172,699
Liabilities
Current liabilities
Borrowings 2,973 1,615 1,744
Deferred consideration 13,629 12,324 9,873
Trade and other payables 99,513 74,277 86,971
Corporation tax liabilities 2,836 5,305 2,618
Provisions 2,612 1,010 1,768
121,563 94,531 102,974
Net current assets 66,213 70,971 69,725
Non-current liabilities
Borrowings 50,690 50,942 43,726
Deferred consideration 13,404 10,250 8,661
Other creditors 1,247 1,718 1,052
Deferred tax liabilities 14,364 10,361 11,291
Provisions 2,998 2,626 3,177
82,703 75,897 67,907
Net assets 358,386 320,982 344,993
Equity
Share capital 8 6,530 6,494 6,516
Share premium 102,911 100,375 101,941
Other reserves 9 49,339 34,900 45,581
Retained earnings 199,606 179,213 190,955
Total shareholders' equity 358,386 320,982 344,993

 

Condensed consolidated balance sheet

As at
30 June
As at
30 June
As at
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Assets
Non-current assets
Intangible assets 345,418 297,848 314,621
Property, plant and equipment 29,417 27,870 28,107
Investments 41 190 447
374,876 325,908 343,175
Current assets
Trade and other receivables 169,921 153,882 158,766
Cash at bank 17,855 11,620 13,933
187,776 165,502 172,699
Liabilities
Current liabilities
Borrowings 2,973 1,615 1,744
Deferred consideration 13,629 12,324 9,873
Trade and other payables 99,513 74,277 86,971
Corporation tax liabilities 2,836 5,305 2,618
Provisions 2,612 1,010 1,768
121,563 94,531 102,974
Net current assets 66,213 70,971 69,725
Non-current liabilities
Borrowings 50,690 50,942 43,726
Deferred consideration 13,404 10,250 8,661
Other creditors 1,247 1,718 1,052
Deferred tax liabilities 14,364 10,361 11,291
Provisions 2,998 2,626 3,177
82,703 75,897 67,907
Net assets 358,386 320,982 344,993
Equity
Share capital 8 6,530 6,494 6,516
Share premium 102,911 100,375 101,941
Other reserves 9 49,339 34,900 45,581
Retained earnings 199,606 179,213 190,955
Total shareholders' equity 358,386 320,982 344,993

 

Condensed consolidated cash flow statement

 

Six months
ended 30
June
Six months
ended 30
June
Year ended
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Cash generated from operations 11 27,678 21,071 57,874
Interest paid (1,143) (2,080) (4,507)
Interest received 170 73 185
Income taxes paid (6,764) (8,479) (14,384)
Net cash from operating activities 19,941 10,585 39,168
Cash flows from investing activities
Purchases of subsidiaries net of cash acquired (11,202) (2,465) (4,418)
Deferred consideration (3,111) (5,688) (13,626)
Purchase of property, plant and equipment (3,812) (3,713) (6,856)
Sale of property, plant and equipment 109 122 3,193
Dividends received 256 - 116
Net cash used in investing activities (17,760) (11,744) (21,591)
Cash flows from financing activities
Proceeds from issue of share capital 102 72 229
Purchase of own shares (356) - -
Proceeds from/(repayments of) bank borrowings 7,005 5,682 (5,022)
Payment of finance lease liabilities (689) (739) (1,491)
Dividends paid (5,460) (4,722) (9,710)
Payment of pre-acquisition dividend - - (694)
Net cash used in financing activities 602 293 (16,688)
Net increase/(decrease) in cash and cash equivalents 2,783 (866) 889
Cash and cash equivalents at beginning of period 13,933 13,691 13,691
Effect of exchange rate fluctuations (185) (1,205) (647)
Cash and cash equivalents at end of period 11 16,531 11,620 13,933
Cash and cash equivalents comprise:
Cash at bank 17,855 11,620 13,933
Bank overdraft (1,324) - -
Cash and cash equivalents at end of period 16,531 11,620 13,933

 

Condensed consolidated cash flow statement

Six months
ended 30
June
Six months
ended 30
June
Year ended
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Cash generated from operations 11 27,678 21,071 57,874
Interest paid (1,143) (2,080) (4,507)
Interest received 170 73 185
Income taxes paid (6,764) (8,479) (14,384)
Net cash from operating activities 19,941 10,585 39,168
Cash flows from investing activities
Purchases of subsidiaries net of cash acquired (11,202) (2,465) (4,418)
Deferred consideration (3,111) (5,688) (13,626)
Purchase of property, plant and equipment (3,812) (3,713) (6,856)
Sale of property, plant and equipment 109 122 3,193
Dividends received 256 - 116
Net cash used in investing activities (17,760) (11,744) (21,591)
Cash flows from financing activities
Proceeds from issue of share capital 102 72 229
Purchase of own shares (356) - -
Proceeds from/(repayments of) bank borrowings 7,005 5,682 (5,022)
Payment of finance lease liabilities (689) (739) (1,491)
Dividends paid (5,460) (4,722) (9,710)
Payment of pre-acquisition dividend - - (694)
Net cash used in financing activities 602 293 (16,688)
Net increase/(decrease) in cash and cash equivalents 2,783 (866) 889
Cash and cash equivalents at beginning of period 13,933 13,691 13,691
Effect of exchange rate fluctuations (185) (1,205) (647)
Cash and cash equivalents at end of period 11 16,531 11,620 13,933
Cash and cash equivalents comprise:
Cash at bank 17,855 11,620 13,933
Bank overdraft (1,324) - -
Cash and cash equivalents at end of period 16,531 11,620 13,933

 

Consolidated statement of changes in equity

£000's Share capital Share premium Retained earnings Other reserves
(Note 9)
Total equity
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 - - 13,223 4,738 17,961
Issue of new ordinary shares 14 970 (258) (624) 102
Purchase of own shares - - - (356) (356)
Share based payment expense - - 1,146 - 1,146
Dividends - - (5,460) - (5,460)
At 30 June 2011 6,530 102,911 199,606 49,339 358,386
Changes in equity during 2010
At 1 January 2010 6,457 98,238 169,254 39,519 313,468
Total comprehensive income for the period - - 14,421 (4,357) 10,064
Issue of new ordinary shares 37 2,142 (1,257) (262) 660
Share based payment expense - - 1,517 - 1,517
Expenses of issue of equity shares - (5) - - (5)
Dividends - - (4,722) - (4,722)
At 30 June 2010 6,494 100,375 179,213 34,900 320,982

 

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 2011 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 2010. They are in accordance with IAS 34. The condensed interim financial statements are unaudited but have been reviewed by the Company's auditors. The results for the year end 31 December 2010 and the balance sheet as at that date are abridged from the Company's Report and Accounts 2010 which have been delivered to the Registrar of Companies. The auditors' report on those accounts was unqualified, did not contain references to any matters to which the auditors drew attention by way of emphasis without qualifying the report and did not contain a statement under sections 498 (2) or 498 (3) of the Companies Act 2006.

The condensed interim financial statements do not constitute full 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 consider that the Group has 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 its financial statements.

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 4.2.7R 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 (CODM). 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 6 May 2011, the part of the Australian Energy business providing clients with environmental, climatic and oceanographic data is now the responsibility of the Australian Board. It is, therefore, now being managed as part of the Australia Planning and Development business, resulting in a restatement of the 2010 segment results.

The Group comprises the following business segments:

Planning and Development - consultancy services in the UK and Ireland and Australia relating to town and country planning, landscape and urban design, architecture, transport planning and highway design, environmental impact assessment and provision of water and waste utilities and energy infrastructure.

Environmental Management - consultancy services in the UK and the Netherlands related to property management, environmental science, the management of water resources and health, safety and risk management other than to the oil and gas sector.

Energy - the provision of a wide range of consultancy services including those related to health, safety and risk management, on an international basis, to the upstream oil and gas and offshore renewable energy sectors.

Segment results for the period ended 30 June 2011:

£000's Fees Recharged
Expenses
Intersegment
revenue
External
Revenue
Planning and
Development:
UK and Ireland 45,335 7,846 (1,347) 51,834
Australia 42,165 8,890 (334) 50,721
Intra P&D
eliminations
(4) - 4 -
Total Planning
and Development
87,496 16,736 (1,677) 102,555
Energy 85,503 17,882 (193) 103,192
Environmental
Management
41,284 4,797 (310) 45,771
Group eliminations (1,428) (752) 2,180 -
Total 212,855 38,663 - 251,518

 

£000's Underlying
profit
Reorganisation
costs
Amortisation
of acquired
intangibles
Segment
result
Planning and
Development:
UK and Ireland 3,326 (853) (418) 2,055
Australia 4,680 1,371 (1,388) 4,663
Total Planning
and Development
8,006 518 (1,806) 6,718
Energy 14,324 (488) (2,844) 10,992
Environmental
Management
5,652 (133) (194) 5,325
Total 27,982 (103) (4,844) 23,035

Revised segment results for the period ended 30 June 2010:

£000's Fees Recharged
expenses
Intersegment
revenue
External
revenue
Planning and
Development:
UK and Ireland 54,691 8,226 (817) 62,100
Australia 34,338 9,057 (425) 42,970
Intra P&D
eliminations
(2) - 2 -
Total Planning
and Development
89,027 17,283 (1,240) 105,070
Energy 71,306 12,357 (197) 83,466
Environmental
Management
33,868 3,937 (375) 37,430
Group eliminations (1,673) (139) 1,812 -
Total 192,528 33,438 - 225,966
£000's Underlying
profit
Reorganisation
costs
Amortisation
of acquired
intangibles
Segment
result
Planning and
Development:
UK and Ireland 6,584 (535) (418) 5,631
Australia 6,507 (1,127) (1,042) 4,338
Total Planning
and Development
13,091 (1,662) (1,460) 9,969
Energy 12,103 (1) (691) 11,411
Environmental
Management
4,980 (253) (182) 4,545
Total 30,174 (1,916) (2,333) 25,925
Group
reconciliation
£000's 30 June 2011 30 June 2010
Revenue 251,518 225,966
Recharged
expenses
(38,663) (33,438)
Fees 212,855 192,528
Underlying profit 27,982 30,174
Reorganisation
net income costs
(103) (1,916)
Unallocated
expenses
(3,219) (2,839)
Operating
profit before
amortisation
24,660 25,419
Amortisation (4,844) (2,333)
Operating profit 19,816 23,086
Finance costs (1,195) (2,064)
Profit before tax 18,621 21,022

Total segment assets were as follows:

£000's 30 June 2011 31 December 2010
Planning and Development:
UK and Ireland 184,036 184,542
Australia 107,991 114,988
Total Planning and Development 292,027 299,530
Energy 199,176 151,323
Environmental Management 67,458 61,245
Unallocated 3,991 3,776
Total 562,652 515,874

4. Income taxes

The tax charge for the period has been calculated using the expected tax rate for the year in each tax jurisdiction. These rates have been applied to the pre-tax profits estimated for each jurisdiction for the year ended 31st December 2011 to derive a Group consolidated effective tax rate for the year. This rate is 30.0% and has been applied to the Group pre tax profit for the 6 months ended 30th June 2011 (for the year ended 31 December 2010: 25.3%; for the six months ended 30 June 2010: 31.2%). The tax rate for the year ended 31 December 2010 was materially affected by Tax Law Amendment (2010 Measures No. 1) Act 2010 being enacted in Australia. The Group effective tax rate for 2010 excluding this material one-off impact was 29.4%.

5. 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 2011 2010 2010
Profit attributable to ordinary shareholders 13,035 14,463 31,736
000's
Weighted average number of
ordinary shares for the purposes
of basic earnings per share
215,590 214,383 214,737
Effect of employee share schemes 1,587 2,285 1,311
Weighted average number of
ordinary shares for the purposes
of diluted earnings per share
217,177 216,668 216,048
Basic earning per share (pence) 6.05 6.75 14.78
Diluted earnings per share (pence) 6.00 6.68 14.69

The directors consider that earnings per share before amortisation provides a more meaningful measure of the Group's performance than statutory earnings per share. The calculation of basic and diluted earnings per share before amortisation 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 on acquired intangible assets and the tax thereon 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
13,035 14,463 31,736
Amortisation of
acquired intangibles
4,844 2,333 5,524
Tax on amortisation
of acquired intangibles
(1,343) (675) (1,598)
Change in Australian tax law - - (1,754)
Adjusted profit attributable
to ordinary shareholders
16,536 16,121 33,908
Basic earnings before per
share before amortisation (pence)
7.67 7.52 15.79
Diluted earnings per share
before amortisation (pence)
7.61 7.44 15.69

6. Property, plant and equipment

During the six months ended 30 June 2011, the Group acquired assets with a cost of £4,744,000 (six months to 30 June 2010: £4,090,000), which includes £701,000 acquired through business combinations (six months to 30 June 2010: £334,000). Assets with a net book value of £204,000 were disposed of during the six months ended 30 June 2011 (six months ended 30 June 2010: £130,000).

7. Acquisitions

The Group has completed the following acquisitions to strengthen and broaden the skill base of the Group, during the first half of 2011:

Entity Date of
Acquisition
Place of
incorporation
Percentage
of entity
acquired
Nature of
business
acquired
Evans Hamilton Inc 17/02/2011 USA 100% Oceanographic
Consultancy
Nautilus Group 01/03/2011 UK/USA 100% Training
Terranean Mapping
Technology Pty
31/03/2011 Australia 50% Surveying

Their contributions to the Group's results for the period is given below:

£000's Revenue Operating profit
EHI 1,614 (49)
Nautilus 4,987 505
TMT 951 98

Had the Group acquired these entities on the first day of the period, the Group Revenue would have been £253,518,000 and the Group operating profit would have been £19,499,000.

The Group has allocated the net assets of its acquisitions provisional fair values as it did not have complete information at the date of approval of this interim report. Details of the carrying values of the acquired net assets and the provisional fair values assigned to them by the Group are as follows:

Intangible Assets
£000's Order
book
Customer
relationships
IP PPE Cash Other
assets
Other
liabilities
Net assets
acquired
Provisional fair values:
EHI 287 2,618 - 448 473 738 (3,268) 1,296
Nautilus 1,613 7,642 - 78 2,640 3,893 (10,085) 5,781
TMT 129 832 303 175 239 512 (907) 1,283
2,029 11,092 303 701 3,352 5,143 (14,260) 8,360

The total fair value of receivables acquired was £4,683,000. The gross contractual receivables acquired were £4,699,000 and £16,000 was estimated unreceivable.

The vendors of the acquired companies have entered into warranty arrangements with the Group. The total undiscounted cash flow that could be receivable by the Group is between £nil and £4,683,000 As the Group does not expect that these warranties will become receivable, it has not recognised an indemnification asset on acquisition.

£000s Fair
value of
original
invest
- ment
Initial
cash
consid
- eration
Deferred
cash
consid
-eration
Total
consid
-eration
Net assets
acquired
Goodwill
acquired
Tax
deductible
goodwill
EHI - 2,872 2,530 5,402 1,296 4,106 -
Nautilus - 10,550 8,061 18,611 5,781 12,830 1,084
TMT 1,699 1,132 567 3,398 1,283 2,115 -
1,699 14,554 11,158 27,411 8,360 19,051 1,084

The gain recognised on the revaluation to fair value of RPS's original 50% holding in Terranean Mapping was £1,490,000.

Deferred consideration is payable on the first, second and third anniversaries of the acquisitions of Nautilus and Terranean, and the first and second anniversaries of the acquisition of EHI, dependent on certain operational conditions being met. At the balance sheet date, the Group expects that these amounts will be paid in full.

The Group incurred acquisition-related costs of £506,000 (6 months to 30 June 2010: £141,000), which have been expensed through the consolidated income statement and included within reorganisation costs.

Goodwill represents the value of the accumulated workforce associated with these acquisitions.

£000's EHI Nautilus TMT HIB Aquaterra Boyd
Goodwill at 1 January 2011 - - - 379 4,409 3,720
Additions through acquisition 4,106 12,830 2,115 - - 15
Adjustments to
>opening balance sheet
- - - 3 (295) -
Foreign exchange gains and losses (4) 85 72 - 82 -
Goodwill at 30 June 2011 4,102 12,915 2,187 382 4,196 3,735

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

Prior period acquisitions

In the first half of 2010 RPS completed the acquisition of HIB Limited and Aquaterra Group. The provisional fair values allocated to the assets acquired have now been finalised.

8. Share Capital

2011
Number
000's
2011
£000's
2010
Number
000's
2010
£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 217,219 6,516 215,247 6,457
Issued under employee share schemes 436 14 925 28
Issued in respect of deferred
consideration related to acquisitions in prior years
- - 314 9
At 30 June 217,655 6,530 216,486 6,494

9. Other Reserves

£000's Merger
reserve
Employee
trust shares
Translation
reserve
Total other
reserves
Changes in equity during 2011
At 1 January 2011 21,256 (5,904) 30,229 45,581
Exchange differences - - 4,738 4,738
Issue of new shares - (624) - (624)
Purchase of own shares - (356) - (356)
At 30 June 2011 21,256 (6,884) 34,967 49,339
Changes in equity during 2010
At 1 January 2010 20,687 (4,419) 23,251 39,519
Exchange differences - - (4,357) (4,357)
Issue of new shares 569 (831) - (262)
At 30 June 2010 21,256 (5,250) 18,894 34,900

10. Dividends

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

£000's Six months
ended 30 June
2011
Six months
ended 30 June
2010
Year ended
31 December
2010
Final dividend for
2010 2.52p per share
5,460 - -
Interim dividend for
2010 2.31p per share
- - 4,988
Final dividend for
2009 2.19p per share
- 4,722 4,722
5,460 4,722 9,710

An interim divided in respect of the six months ended 30 June 2011 of 2.66p pence per share, amounting to a total dividend of £5,770,000 was approved by the Directors of RPS Group plc on 26 July 2011. These condensed consolidated interim financial statements do not reflect this dividend payable.

11. Note to the condensed consolidated cash flow statement

Six months ended
30 June
Six months ended
30 June
Year
ended
31 Dec
£000's 2011 2010 2010
Profit before tax 18,621 21,022 42,469
Adjustments for:
Interest payable and similar charges 1,365 2,137 4,025
Interest receivable (170) (73) (185)
Depreciation 3,890 3,749 7,556
Amortisation of acquired intangibles 4,844 2,333 5,524
Share based payment expense 1,146 1,517 1,626
Loss/(profit) on sale of
property, plant and equipment
94 6 (1,579)
Share of loss/(profit) of associates (24) 23 (335)
Revaluation of investment in associate (1,490) - -
(Increase) in trade and other receivables (3,015) (12,953) (7,981)
Increase in trade and other payables 2,417 3,310 6,754
Cash generated from operations 27,678 21,071 57,874

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 2011.

£000's At 1 January 2011 Cash flow Acquisitions Foreign exchange At 30 June 2011
Cash and cash equivalents 13,933 2,783 - (185) 16,531
Bank loans (41,816) (7,005) (1,210) 700 (49,331)
Finance lease creditor (3,654) 689 - (43) (3,008)
Net bank borrowings (31,537) (3,533) (1,210) 472 (35,808)

12. Principal risks and uncertainties

The nature of the principal risks and uncertainties faced by the Group have not changed significantly since the 2010 Report and Accounts was published. There are included on page 31 of the 2010 Report and Accounts and are summarised as follows:

Business Strategy - the risk of not delivering the Group's long-term strategy.

Business Continuity - the risk that in the event of an adverse occurrence the business operations will not be able to operate.

Financial and Commercial - the risk of performance falling short of expectations, including the reputational risk linked to quality of work.

Legal and Compliance - the risk of failing to comply with all relevant legislation and regulations as well as liabilities arising from trading activities which are not covered by professional indemnity insurance.

Health, Safety and Environment - the risk related to the safety of staff, clients, sub-contractors, members of the public and the environment.

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.

13. Related party transactions

There were no related party transactions required to be disclosed in the period.

14. 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 2011 in the year to date are based upon unaudited management accounts for the period January to June 2011. The Board considers market expectations for 2011 are best defined by taking the range of forecasts of profit before tax and amortisation for the full year published by analysts who consistently follow the Group. The current range of forecasts of which the Board is aware is £48.5 to £52.5 million. Nothing in this announcement should be construed as a profit forecast.

15. 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 2011, 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. 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 guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our 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 2011 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.

Ernst & Young LLP
Reading
28 July 2011

 

2018

Half Year Results for the six months ended 30 June 2011

28 July 2011

Interim Results for the six months ended 30 June 2011

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

2011 2010
H1 H1
Revenue (£m) 251.5 226.0 +11.3%
Fee income (£m) 212.9 192.5 +10.6%
Profit before taxation* (£m) 23.5 23.4 + 0.5%
Earnings per share* (basic) (p) 7.67 7.52 + 2.0%
Operating cash flow (£m) 27.7 21.1 +31.4%
Dividend per share (p) 2.66 2.31 +15.2%
Statutory profit before tax (£m) 18.6 21.0 -11.4%
Statutory earnings per share (basic) (p) 6.05 6.75 -10.4%

*before amortisation of intangible assets of £4.8 million (2010 H1: £2.3 million)

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

"Our strategy of the last decade has been to diversify our range of activities and geographical reach into potential growth areas. This has resulted in a successful rebalancing of Group activities, enabling us to come through the exceptionally challenging market conditions of recent years in good shape.

Our first half results were as anticipated and confirm that some parts of the Group's business are growing again, whilst others still face significant economic headwinds. The Group's performance in this period was also affected by a combination of the severe weather in Australia, a slow resumption of deep water drilling in the Gulf of Mexico and political unrest in the Middle East and North Africa (MENA).

The second half should see an improved performance, as the impact of these exceptional events reduces, with continued growth from our energy and environmental management activities, including a larger contribution from the three acquisitions made in the first half. This should enable market expectations for 2011 to be achieved.

Although significant uncertainties are still apparent in property development markets internationally, we remain of the view this is likely to mark the beginning of a new period of growth for RPS. The pace of that growth remains, in significant part, dependant upon factors external to the Group".

28 July 2011

 

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

 

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

RPS remains well positioned in markets of fundamental importance to the global economy, with long term growth potential. Despite continuing global economic and financial uncertainty, some of these are beginning to show signs of sustainable recovery. As announced previously, Group trading in the first part of the year was held back by the disruptive effect of flooding and cyclones in Australia, the slow resumption of deep water drilling in the Gulf of Mexico and political disruption in MENA, particularly Libya.

Profit before tax and amortisation of acquired intangibles was £23.5 million (2010: £23.4 million). Basic earnings per share (before amortisation) were 7.67 pence (2010: 7.52 pence). The underlying contribution of each segment to divisional profit was:

(£m) 2011 2010
H1 H1
Energy 14.3 12.1 +18%
Planning and Development 8.0 13.1 -39%
Environmental Management 5.7 5.0 +14%
Total 28.0 30.2

*before amortisation of acquired intangible assets of £4.8 million (2010: £2.3m)
and before reorganisation costs of £0.1 million (2010: £2.0 million cost)

Cash Flow, Funding and Dividend

Conversion of profit into cash continued at an encouraging level and our balance sheet remains strong. After funding acquisition investment of £14.3 million, net bank borrowings at 30 June were £35.8 million (31 December 2010: £31.5 million). Our committed bank facilities of £125 million are in place until July 2013.

The Board remains confident about the Group's financial strength and has, once again, increased the interim dividend by 15% to 2.66 pence per share (2010: 2.31 pence) payable on 20 October 2011 to shareholders on the register on 23 September 2011.

Acquisitions

During the course of the first half we completed three acquisitions. On 18 February 2011 we announced the acquisition of Evans-Hamilton Incorporated ("EHI"), a US based business, for a maximum consideration of US $8.67 million (£5.4 million). It provides oceanographic consulting and marine environment measurement services, as well as carrying out environmental and coastal process studies and assisting clients with offshore environmental compliance.

On 2 March 2011 we announced the acquisition of Nautilus Ltd and Nautilus World Ltd (together "Nautilus"), a UK/US based business providing geosciences and petroleum engineering training to the oil and gas industry, for a maximum consideration of £18.6 million.

On 6 May we announced we had acquired the 50% of Terranean Mapping Technologies Pty Ltd ("Terranean") we did not own, for a maximum consideration of $A2.7 million (£1.7 million). Terranean is a market leader in Australia in high technology surveying, mapping and geographical information systems. As a result of this transaction we are required to revalue upwards the 50% of Terranean we owned previously by £1.5 million.

EHI and Nautilus have been successfully integrated into our Energy business, whilst Terranean now forms an integral part of the Planning and Development business in Australia. Discussions with potential vendors in respect of further acquisitions are continuing.

Markets and Trading

Energy

We provide internationally recognised consultancy services to the oil and gas industries from bases in the UK, USA, Canada, Australia, Asia Pacific, which act as regional hubs for projects undertaken in many other countries. The first half results showed encouraging growth despite man-made and political disruption in the Gulf of Mexico and MENA:

2011 2010
H1 H1
Fee income (£m) 85.5 71.3
Underlying profit* (£m) 14.3 12.1
Margin % 16.8 17.0

*before amortisation of acquired intangible assets of £2.8 million (2010: £0.7m)
and before reorganisation costs of £0.5 million (2010: £0.0 million)

Conditions in both the traditional and unconventional oil and gas sectors were encouraging. Our good relationship with the financial services sector continued to bring forward high quality work related to transactions and valuations. Encouragingly, we seem to have moved into the expansionary phase of the cycle. We are, however, beginning to experience resource and cost pressures. Deep water drilling in the Gulf of Mexico has recently resumed. We expect to benefit increasingly from this in the coming months as our clients define project timing. We still anticipate client activity internationally will continue to build during the remainder of the year and expect our Energy business to achieve good growth for the full year.

Planning and Development

Within these businesses we provide market leading consultancy services in respect of town and country planning, building, landscape and urban design, transport planning and environmental assessment. The results in the first half were held back by severe weather in Australia and continuing subdued levels of activity in property and public sector infrastructure development internationally:

2011 2010
H1 H1
Fee income (£m) 87.5 89.0
Underlying profit* (£m) 8.0 13.1
Margin % 9.2 14.7

*before amortisation of acquired intangible assets of £1.8 million (2010: £1.5 million)
and before reorganisation net income of £0.5 million (2010: £1.7 million cost)

Australia

The results for the period reflect the floods in January, followed immediately by cyclones. These significantly disrupted the Australian economy and the activities of many of our clients in the early months of the year. In the second quarter some of those clients re-established project activity somewhat earlier than previously anticipated. Infrastructure development markets related to energy and other natural resources projects, remained encouraging, although there have been operational delays in progressing some aspects of larger projects off the West Coast. Activity in the commercial development market continued to be subdued, primarily due to lack of project funding resulting from the continuing effects of the global financial crisis. Overall, we continue to expect an improved performance in the second half.

2011 2010
H1 H1
Fee income (£m) 42.2 34.3
Underlying profit* (£m) 4.7 6.5
Margin % 11.1 18.9

*before amortisation of acquired intangible assets of £1.4 million (2010: £1.0 million)
and before reorganisation net income of £1.4 million (2010: £1.1 million cost)

UK and Ireland

The process of developing the management and marketing activities in this merged business has proceeded satisfactorily, enabling further business opportunities to be identified and efficiency savings to be made. The results for the period have, therefore, been impacted by further reorganisation costs:

2011 2010
H1 H1
Fee income (£m) 45.3 54.7
Underlying profit* (£m) 3.3 6.6
Margin % 7.3 12.0

*before amortisation of acquired intangible assets of £0.4 million (2010: £0.4 million)
and before reorganisation costs of £0.9 million (2010: £0.5 million)

In the UK, after a slow start to the year, activity showed some improvement at the end of the first quarter. In the second quarter the market became subdued once again, although in recent weeks we have secured encouraging volumes of new business. We continue to focus on those markets and clients which have funded and fundable projects, such as the provision of energy infrastructure. Although the weak economic recovery remains a material constraint upon our activity levels, we are well positioned for recovery when it occurs. In Ireland, our future is tied closely to the financial situation and, therefore, the final resolution of the eurozone problems. Activity in the first quarter was reasonably encouraging. However, as a result of continuing poor economic and financial circumstances, further reductions in public sector spending have been made by the Government. In response to this we have reduced our cost base further. This included the reduction of rented office space, which required one off exit payments. The prospects for this business remain difficult to determine whilst external factors are so uncertain.

Environmental Management

This business provides consultancy services in respect of health, safety, risk, water and property management in the UK and the Netherlands. The first half results showed encouraging growth:

2011 2010
H1
Fee income (£m) 41.3 33.9
Underlying profit* (£m) 5.7 5.0
Margin % 13.7 14.7

*before amortisation of acquired intangible assets of £0.2m (2010: £0.2 million)
and before reorganisation costs of £0.1m (2010: £0.3 million)

Despite coming under significant pricing pressure, these businesses have delivered an excellent trading performance and sustained a good margin. We have begun to benefit from increasing AMP5 investment from our UK water company clients, related particularly to the difficulties a number have had meeting challenging environmental targets. Our health and safety, occupational health and risk management (particularly in the nuclear and defence sectors) activities remain at an encouraging level. Our Dutch business also performed well, benefiting from the stabilisation of the economy. Overall, it still appears we are likely to achieve good growth in this segment of the Group in the current year.

Group Prospects

As the impact of the severe weather in Australia reduces, as deep water drilling activity in the Gulf of Mexico increases and the acquisitions made in February and March continue to contribute, the second half should produce growth sufficient to enable current market expectations for 2011 to be achieved. Subject to economic recovery continuing and supporting the markets in which we operate, this should provide a platform for further progress in 2012.

Board of Directors
RPS Group plc

28 July 2011

 

Condensed consolidated income statement

Notes Six months
ended
30 June
Six months ended
30 June
Year
ended 31
December
2011 2010 2010
£000's unaudited unaudited audited
Revenue 3 251,518 225,966 461,830
Recharged expenses 3 (38,663) (33,438) (68,568)
Fee income 3 212,855 192,528 393,262
Operating profit 3 19,816 23,086 46,309
Finance costs (1,365) (2,137) (4,025)
Finance income 170 73 185
Profit before tax and amortisation of acquired intangibles 23,465 23,355 47,993
Amortisation of acquired intangibles (4,844) (2,333) (5,524)
Profit before tax 18,621 21,022 42,469
Tax expense 4 (5,586) (6,559) (10,733)
Profit for the period attributable to equity
holders of the parent
13,035 14,463 31,736
Basic earnings per share (pence) 5 6.05 6.75 14.78
Diluted earnings per share (pence) 5 6.00 6.68 14.69
Basic earnings per share before amortisation of acquired intangibles (pence) 5 7.67 7.52 15.79
Diluted earnings per share before amortisation of acquired intangibles (pence) 5 7.61 7.44 15.69

 

Condensed consolidated statement of comprehensive income

Six months
ended
30 June
Six months ended
30 June
Year
ended
31 December
2011 2010 2010
£000's unaudited unaudited audited
Profit for the period 13,035 14,463 31,736
Other comprehensive income:
Exchange differences 4,738 (4,357) 6,978
Tax recognised directly in equity 188 (42) 85
Total recognised comprehensive income for the period attributable to equity holders of the parent 17,961 10,064 38,799

 

Condensed consolidated balance sheet

As at
30 June
As at
30 June
As at
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Assets
Non-current assets
Intangible assets 345,418 297,848 314,621
Property, plant and equipment 29,417 27,870 28,107
Investments 41 190 447
374,876 325,908 343,175
Current assets
Trade and other receivables 169,921 153,882 158,766
Cash at bank 17,855 11,620 13,933
187,776 165,502 172,699
Liabilities
Current liabilities
Borrowings 2,973 1,615 1,744
Deferred consideration 13,629 12,324 9,873
Trade and other payables 99,513 74,277 86,971
Corporation tax liabilities 2,836 5,305 2,618
Provisions 2,612 1,010 1,768
121,563 94,531 102,974
Net current assets 66,213 70,971 69,725
Non-current liabilities
Borrowings 50,690 50,942 43,726
Deferred consideration 13,404 10,250 8,661
Other creditors 1,247 1,718 1,052
Deferred tax liabilities 14,364 10,361 11,291
Provisions 2,998 2,626 3,177
82,703 75,897 67,907
Net assets 358,386 320,982 344,993
Equity
Share capital 8 6,530 6,494 6,516
Share premium 102,911 100,375 101,941
Other reserves 9 49,339 34,900 45,581
Retained earnings 199,606 179,213 190,955
Total shareholders' equity 358,386 320,982 344,993

 

Condensed consolidated balance sheet

As at
30 June
As at
30 June
As at
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Assets
Non-current assets
Intangible assets 345,418 297,848 314,621
Property, plant and equipment 29,417 27,870 28,107
Investments 41 190 447
374,876 325,908 343,175
Current assets
Trade and other receivables 169,921 153,882 158,766
Cash at bank 17,855 11,620 13,933
187,776 165,502 172,699
Liabilities
Current liabilities
Borrowings 2,973 1,615 1,744
Deferred consideration 13,629 12,324 9,873
Trade and other payables 99,513 74,277 86,971
Corporation tax liabilities 2,836 5,305 2,618
Provisions 2,612 1,010 1,768
121,563 94,531 102,974
Net current assets 66,213 70,971 69,725
Non-current liabilities
Borrowings 50,690 50,942 43,726
Deferred consideration 13,404 10,250 8,661
Other creditors 1,247 1,718 1,052
Deferred tax liabilities 14,364 10,361 11,291
Provisions 2,998 2,626 3,177
82,703 75,897 67,907
Net assets 358,386 320,982 344,993
Equity
Share capital 8 6,530 6,494 6,516
Share premium 102,911 100,375 101,941
Other reserves 9 49,339 34,900 45,581
Retained earnings 199,606 179,213 190,955
Total shareholders' equity 358,386 320,982 344,993

 

Condensed consolidated cash flow statement

 

Six months
ended 30
June
Six months
ended 30
June
Year ended
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Cash generated from operations 11 27,678 21,071 57,874
Interest paid (1,143) (2,080) (4,507)
Interest received 170 73 185
Income taxes paid (6,764) (8,479) (14,384)
Net cash from operating activities 19,941 10,585 39,168
Cash flows from investing activities
Purchases of subsidiaries net of cash acquired (11,202) (2,465) (4,418)
Deferred consideration (3,111) (5,688) (13,626)
Purchase of property, plant and equipment (3,812) (3,713) (6,856)
Sale of property, plant and equipment 109 122 3,193
Dividends received 256 - 116
Net cash used in investing activities (17,760) (11,744) (21,591)
Cash flows from financing activities
Proceeds from issue of share capital 102 72 229
Purchase of own shares (356) - -
Proceeds from/(repayments of) bank borrowings 7,005 5,682 (5,022)
Payment of finance lease liabilities (689) (739) (1,491)
Dividends paid (5,460) (4,722) (9,710)
Payment of pre-acquisition dividend - - (694)
Net cash used in financing activities 602 293 (16,688)
Net increase/(decrease) in cash and cash equivalents 2,783 (866) 889
Cash and cash equivalents at beginning of period 13,933 13,691 13,691
Effect of exchange rate fluctuations (185) (1,205) (647)
Cash and cash equivalents at end of period 11 16,531 11,620 13,933
Cash and cash equivalents comprise:
Cash at bank 17,855 11,620 13,933
Bank overdraft (1,324) - -
Cash and cash equivalents at end of period 16,531 11,620 13,933

 

Condensed consolidated cash flow statement

Six months
ended 30
June
Six months
ended 30
June
Year ended
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Cash generated from operations 11 27,678 21,071 57,874
Interest paid (1,143) (2,080) (4,507)
Interest received 170 73 185
Income taxes paid (6,764) (8,479) (14,384)
Net cash from operating activities 19,941 10,585 39,168
Cash flows from investing activities
Purchases of subsidiaries net of cash acquired (11,202) (2,465) (4,418)
Deferred consideration (3,111) (5,688) (13,626)
Purchase of property, plant and equipment (3,812) (3,713) (6,856)
Sale of property, plant and equipment 109 122 3,193
Dividends received 256 - 116
Net cash used in investing activities (17,760) (11,744) (21,591)
Cash flows from financing activities
Proceeds from issue of share capital 102 72 229
Purchase of own shares (356) - -
Proceeds from/(repayments of) bank borrowings 7,005 5,682 (5,022)
Payment of finance lease liabilities (689) (739) (1,491)
Dividends paid (5,460) (4,722) (9,710)
Payment of pre-acquisition dividend - - (694)
Net cash used in financing activities 602 293 (16,688)
Net increase/(decrease) in cash and cash equivalents 2,783 (866) 889
Cash and cash equivalents at beginning of period 13,933 13,691 13,691
Effect of exchange rate fluctuations (185) (1,205) (647)
Cash and cash equivalents at end of period 11 16,531 11,620 13,933
Cash and cash equivalents comprise:
Cash at bank 17,855 11,620 13,933
Bank overdraft (1,324) - -
Cash and cash equivalents at end of period 16,531 11,620 13,933

 

Consolidated statement of changes in equity

£000's Share capital Share premium Retained earnings Other reserves
(Note 9)
Total equity
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 - - 13,223 4,738 17,961
Issue of new ordinary shares 14 970 (258) (624) 102
Purchase of own shares - - - (356) (356)
Share based payment expense - - 1,146 - 1,146
Dividends - - (5,460) - (5,460)
At 30 June 2011 6,530 102,911 199,606 49,339 358,386
Changes in equity during 2010
At 1 January 2010 6,457 98,238 169,254 39,519 313,468
Total comprehensive income for the period - - 14,421 (4,357) 10,064
Issue of new ordinary shares 37 2,142 (1,257) (262) 660
Share based payment expense - - 1,517 - 1,517
Expenses of issue of equity shares - (5) - - (5)
Dividends - - (4,722) - (4,722)
At 30 June 2010 6,494 100,375 179,213 34,900 320,982

 

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 2011 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 2010. They are in accordance with IAS 34. The condensed interim financial statements are unaudited but have been reviewed by the Company's auditors. The results for the year end 31 December 2010 and the balance sheet as at that date are abridged from the Company's Report and Accounts 2010 which have been delivered to the Registrar of Companies. The auditors' report on those accounts was unqualified, did not contain references to any matters to which the auditors drew attention by way of emphasis without qualifying the report and did not contain a statement under sections 498 (2) or 498 (3) of the Companies Act 2006.

The condensed interim financial statements do not constitute full 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 consider that the Group has 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 its financial statements.

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 4.2.7R 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 (CODM). 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 6 May 2011, the part of the Australian Energy business providing clients with environmental, climatic and oceanographic data is now the responsibility of the Australian Board. It is, therefore, now being managed as part of the Australia Planning and Development business, resulting in a restatement of the 2010 segment results.

The Group comprises the following business segments:

Planning and Development - consultancy services in the UK and Ireland and Australia relating to town and country planning, landscape and urban design, architecture, transport planning and highway design, environmental impact assessment and provision of water and waste utilities and energy infrastructure.

Environmental Management - consultancy services in the UK and the Netherlands related to property management, environmental science, the management of water resources and health, safety and risk management other than to the oil and gas sector.

Energy - the provision of a wide range of consultancy services including those related to health, safety and risk management, on an international basis, to the upstream oil and gas and offshore renewable energy sectors.

Segment results for the period ended 30 June 2011:

£000's Fees Recharged
Expenses
Intersegment
revenue
External
Revenue
Planning and
Development:
UK and Ireland 45,335 7,846 (1,347) 51,834
Australia 42,165 8,890 (334) 50,721
Intra P&D
eliminations
(4) - 4 -
Total Planning
and Development
87,496 16,736 (1,677) 102,555
Energy 85,503 17,882 (193) 103,192
Environmental
Management
41,284 4,797 (310) 45,771
Group eliminations (1,428) (752) 2,180 -
Total 212,855 38,663 - 251,518

 

£000's Underlying
profit
Reorganisation
costs
Amortisation
of acquired
intangibles
Segment
result
Planning and
Development:
UK and Ireland 3,326 (853) (418) 2,055
Australia 4,680 1,371 (1,388) 4,663
Total Planning
and Development
8,006 518 (1,806) 6,718
Energy 14,324 (488) (2,844) 10,992
Environmental
Management
5,652 (133) (194) 5,325
Total 27,982 (103) (4,844) 23,035

Revised segment results for the period ended 30 June 2010:

£000's Fees Recharged
expenses
Intersegment
revenue
External
revenue
Planning and
Development:
UK and Ireland 54,691 8,226 (817) 62,100
Australia 34,338 9,057 (425) 42,970
Intra P&D
eliminations
(2) - 2 -
Total Planning
and Development
89,027 17,283 (1,240) 105,070
Energy 71,306 12,357 (197) 83,466
Environmental
Management
33,868 3,937 (375) 37,430
Group eliminations (1,673) (139) 1,812 -
Total 192,528 33,438 - 225,966
£000's Underlying
profit
Reorganisation
costs
Amortisation
of acquired
intangibles
Segment
result
Planning and
Development:
UK and Ireland 6,584 (535) (418) 5,631
Australia 6,507 (1,127) (1,042) 4,338
Total Planning
and Development
13,091 (1,662) (1,460) 9,969
Energy 12,103 (1) (691) 11,411
Environmental
Management
4,980 (253) (182) 4,545
Total 30,174 (1,916) (2,333) 25,925
Group
reconciliation
£000's 30 June 2011 30 June 2010
Revenue 251,518 225,966
Recharged
expenses
(38,663) (33,438)
Fees 212,855 192,528
Underlying profit 27,982 30,174
Reorganisation
net income costs
(103) (1,916)
Unallocated
expenses
(3,219) (2,839)
Operating
profit before
amortisation
24,660 25,419
Amortisation (4,844) (2,333)
Operating profit 19,816 23,086
Finance costs (1,195) (2,064)
Profit before tax 18,621 21,022

Total segment assets were as follows:

£000's 30 June 2011 31 December 2010
Planning and Development:
UK and Ireland 184,036 184,542
Australia 107,991 114,988
Total Planning and Development 292,027 299,530
Energy 199,176 151,323
Environmental Management 67,458 61,245
Unallocated 3,991 3,776
Total 562,652 515,874

4. Income taxes

The tax charge for the period has been calculated using the expected tax rate for the year in each tax jurisdiction. These rates have been applied to the pre-tax profits estimated for each jurisdiction for the year ended 31st December 2011 to derive a Group consolidated effective tax rate for the year. This rate is 30.0% and has been applied to the Group pre tax profit for the 6 months ended 30th June 2011 (for the year ended 31 December 2010: 25.3%; for the six months ended 30 June 2010: 31.2%). The tax rate for the year ended 31 December 2010 was materially affected by Tax Law Amendment (2010 Measures No. 1) Act 2010 being enacted in Australia. The Group effective tax rate for 2010 excluding this material one-off impact was 29.4%.

5. 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 2011 2010 2010
Profit attributable to ordinary shareholders 13,035 14,463 31,736
000's
Weighted average number of
ordinary shares for the purposes
of basic earnings per share
215,590 214,383 214,737
Effect of employee share schemes 1,587 2,285 1,311
Weighted average number of
ordinary shares for the purposes
of diluted earnings per share
217,177 216,668 216,048
Basic earning per share (pence) 6.05 6.75 14.78
Diluted earnings per share (pence) 6.00 6.68 14.69

The directors consider that earnings per share before amortisation provides a more meaningful measure of the Group's performance than statutory earnings per share. The calculation of basic and diluted earnings per share before amortisation 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 on acquired intangible assets and the tax thereon 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
13,035 14,463 31,736
Amortisation of
acquired intangibles
4,844 2,333 5,524
Tax on amortisation
of acquired intangibles
(1,343) (675) (1,598)
Change in Australian tax law - - (1,754)
Adjusted profit attributable
to ordinary shareholders
16,536 16,121 33,908
Basic earnings before per
share before amortisation (pence)
7.67 7.52 15.79
Diluted earnings per share
before amortisation (pence)
7.61 7.44 15.69

6. Property, plant and equipment

During the six months ended 30 June 2011, the Group acquired assets with a cost of £4,744,000 (six months to 30 June 2010: £4,090,000), which includes £701,000 acquired through business combinations (six months to 30 June 2010: £334,000). Assets with a net book value of £204,000 were disposed of during the six months ended 30 June 2011 (six months ended 30 June 2010: £130,000).

7. Acquisitions

The Group has completed the following acquisitions to strengthen and broaden the skill base of the Group, during the first half of 2011:

Entity Date of
Acquisition
Place of
incorporation
Percentage
of entity
acquired
Nature of
business
acquired
Evans Hamilton Inc 17/02/2011 USA 100% Oceanographic
Consultancy
Nautilus Group 01/03/2011 UK/USA 100% Training
Terranean Mapping
Technology Pty
31/03/2011 Australia 50% Surveying

Their contributions to the Group's results for the period is given below:

£000's Revenue Operating profit
EHI 1,614 (49)
Nautilus 4,987 505
TMT 951 98

Had the Group acquired these entities on the first day of the period, the Group Revenue would have been £253,518,000 and the Group operating profit would have been £19,499,000.

The Group has allocated the net assets of its acquisitions provisional fair values as it did not have complete information at the date of approval of this interim report. Details of the carrying values of the acquired net assets and the provisional fair values assigned to them by the Group are as follows:

Intangible Assets
£000's Order
book
Customer
relationships
IP PPE Cash Other
assets
Other
liabilities
Net assets
acquired
Provisional fair values:
EHI 287 2,618 - 448 473 738 (3,268) 1,296
Nautilus 1,613 7,642 - 78 2,640 3,893 (10,085) 5,781
TMT 129 832 303 175 239 512 (907) 1,283
2,029 11,092 303 701 3,352 5,143 (14,260) 8,360

The total fair value of receivables acquired was £4,683,000. The gross contractual receivables acquired were £4,699,000 and £16,000 was estimated unreceivable.

The vendors of the acquired companies have entered into warranty arrangements with the Group. The total undiscounted cash flow that could be receivable by the Group is between £nil and £4,683,000 As the Group does not expect that these warranties will become receivable, it has not recognised an indemnification asset on acquisition.

£000s Fair
value of
original
invest
- ment
Initial
cash
consid
- eration
Deferred
cash
consid
-eration
Total
consid
-eration
Net assets
acquired
Goodwill
acquired
Tax
deductible
goodwill
EHI - 2,872 2,530 5,402 1,296 4,106 -
Nautilus - 10,550 8,061 18,611 5,781 12,830 1,084
TMT 1,699 1,132 567 3,398 1,283 2,115 -
1,699 14,554 11,158 27,411 8,360 19,051 1,084

The gain recognised on the revaluation to fair value of RPS's original 50% holding in Terranean Mapping was £1,490,000.

Deferred consideration is payable on the first, second and third anniversaries of the acquisitions of Nautilus and Terranean, and the first and second anniversaries of the acquisition of EHI, dependent on certain operational conditions being met. At the balance sheet date, the Group expects that these amounts will be paid in full.

The Group incurred acquisition-related costs of £506,000 (6 months to 30 June 2010: £141,000), which have been expensed through the consolidated income statement and included within reorganisation costs.

Goodwill represents the value of the accumulated workforce associated with these acquisitions.

£000's EHI Nautilus TMT HIB Aquaterra Boyd
Goodwill at 1 January 2011 - - - 379 4,409 3,720
Additions through acquisition 4,106 12,830 2,115 - - 15
Adjustments to
>opening balance sheet
- - - 3 (295) -
Foreign exchange gains and losses (4) 85 72 - 82 -
Goodwill at 30 June 2011 4,102 12,915 2,187 382 4,196 3,735

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

Prior period acquisitions

In the first half of 2010 RPS completed the acquisition of HIB Limited and Aquaterra Group. The provisional fair values allocated to the assets acquired have now been finalised.

8. Share Capital

2011
Number
000's
2011
£000's
2010
Number
000's
2010
£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 217,219 6,516 215,247 6,457
Issued under employee share schemes 436 14 925 28
Issued in respect of deferred
consideration related to acquisitions in prior years
- - 314 9
At 30 June 217,655 6,530 216,486 6,494

9. Other Reserves

£000's Merger
reserve
Employee
trust shares
Translation
reserve
Total other
reserves
Changes in equity during 2011
At 1 January 2011 21,256 (5,904) 30,229 45,581
Exchange differences - - 4,738 4,738
Issue of new shares - (624) - (624)
Purchase of own shares - (356) - (356)
At 30 June 2011 21,256 (6,884) 34,967 49,339
Changes in equity during 2010
At 1 January 2010 20,687 (4,419) 23,251 39,519
Exchange differences - - (4,357) (4,357)
Issue of new shares 569 (831) - (262)
At 30 June 2010 21,256 (5,250) 18,894 34,900

10. Dividends

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

£000's Six months
ended 30 June
2011
Six months
ended 30 June
2010
Year ended
31 December
2010
Final dividend for
2010 2.52p per share
5,460 - -
Interim dividend for
2010 2.31p per share
- - 4,988
Final dividend for
2009 2.19p per share
- 4,722 4,722
5,460 4,722 9,710

An interim divided in respect of the six months ended 30 June 2011 of 2.66p pence per share, amounting to a total dividend of £5,770,000 was approved by the Directors of RPS Group plc on 26 July 2011. These condensed consolidated interim financial statements do not reflect this dividend payable.

11. Note to the condensed consolidated cash flow statement

Six months ended
30 June
Six months ended
30 June
Year
ended
31 Dec
£000's 2011 2010 2010
Profit before tax 18,621 21,022 42,469
Adjustments for:
Interest payable and similar charges 1,365 2,137 4,025
Interest receivable (170) (73) (185)
Depreciation 3,890 3,749 7,556
Amortisation of acquired intangibles 4,844 2,333 5,524
Share based payment expense 1,146 1,517 1,626
Loss/(profit) on sale of
property, plant and equipment
94 6 (1,579)
Share of loss/(profit) of associates (24) 23 (335)
Revaluation of investment in associate (1,490) - -
(Increase) in trade and other receivables (3,015) (12,953) (7,981)
Increase in trade and other payables 2,417 3,310 6,754
Cash generated from operations 27,678 21,071 57,874

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 2011.

£000's At 1 January 2011 Cash flow Acquisitions Foreign exchange At 30 June 2011
Cash and cash equivalents 13,933 2,783 - (185) 16,531
Bank loans (41,816) (7,005) (1,210) 700 (49,331)
Finance lease creditor (3,654) 689 - (43) (3,008)
Net bank borrowings (31,537) (3,533) (1,210) 472 (35,808)

12. Principal risks and uncertainties

The nature of the principal risks and uncertainties faced by the Group have not changed significantly since the 2010 Report and Accounts was published. There are included on page 31 of the 2010 Report and Accounts and are summarised as follows:

Business Strategy - the risk of not delivering the Group's long-term strategy.

Business Continuity - the risk that in the event of an adverse occurrence the business operations will not be able to operate.

Financial and Commercial - the risk of performance falling short of expectations, including the reputational risk linked to quality of work.

Legal and Compliance - the risk of failing to comply with all relevant legislation and regulations as well as liabilities arising from trading activities which are not covered by professional indemnity insurance.

Health, Safety and Environment - the risk related to the safety of staff, clients, sub-contractors, members of the public and the environment.

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.

13. Related party transactions

There were no related party transactions required to be disclosed in the period.

14. 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 2011 in the year to date are based upon unaudited management accounts for the period January to June 2011. The Board considers market expectations for 2011 are best defined by taking the range of forecasts of profit before tax and amortisation for the full year published by analysts who consistently follow the Group. The current range of forecasts of which the Board is aware is £48.5 to £52.5 million. Nothing in this announcement should be construed as a profit forecast.

15. 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 2011, 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. 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 guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our 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 2011 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.

Ernst & Young LLP
Reading
28 July 2011

 

2017

Half Year Results for the six months ended 30 June 2011

28 July 2011

Interim Results for the six months ended 30 June 2011

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

2011 2010
H1 H1
Revenue (£m) 251.5 226.0 +11.3%
Fee income (£m) 212.9 192.5 +10.6%
Profit before taxation* (£m) 23.5 23.4 + 0.5%
Earnings per share* (basic) (p) 7.67 7.52 + 2.0%
Operating cash flow (£m) 27.7 21.1 +31.4%
Dividend per share (p) 2.66 2.31 +15.2%
Statutory profit before tax (£m) 18.6 21.0 -11.4%
Statutory earnings per share (basic) (p) 6.05 6.75 -10.4%

*before amortisation of intangible assets of £4.8 million (2010 H1: £2.3 million)

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

"Our strategy of the last decade has been to diversify our range of activities and geographical reach into potential growth areas. This has resulted in a successful rebalancing of Group activities, enabling us to come through the exceptionally challenging market conditions of recent years in good shape.

Our first half results were as anticipated and confirm that some parts of the Group's business are growing again, whilst others still face significant economic headwinds. The Group's performance in this period was also affected by a combination of the severe weather in Australia, a slow resumption of deep water drilling in the Gulf of Mexico and political unrest in the Middle East and North Africa (MENA).

The second half should see an improved performance, as the impact of these exceptional events reduces, with continued growth from our energy and environmental management activities, including a larger contribution from the three acquisitions made in the first half. This should enable market expectations for 2011 to be achieved.

Although significant uncertainties are still apparent in property development markets internationally, we remain of the view this is likely to mark the beginning of a new period of growth for RPS. The pace of that growth remains, in significant part, dependant upon factors external to the Group".

28 July 2011

 

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

 

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

RPS remains well positioned in markets of fundamental importance to the global economy, with long term growth potential. Despite continuing global economic and financial uncertainty, some of these are beginning to show signs of sustainable recovery. As announced previously, Group trading in the first part of the year was held back by the disruptive effect of flooding and cyclones in Australia, the slow resumption of deep water drilling in the Gulf of Mexico and political disruption in MENA, particularly Libya.

Profit before tax and amortisation of acquired intangibles was £23.5 million (2010: £23.4 million). Basic earnings per share (before amortisation) were 7.67 pence (2010: 7.52 pence). The underlying contribution of each segment to divisional profit was:

(£m) 2011 2010
H1 H1
Energy 14.3 12.1 +18%
Planning and Development 8.0 13.1 -39%
Environmental Management 5.7 5.0 +14%
Total 28.0 30.2

*before amortisation of acquired intangible assets of £4.8 million (2010: £2.3m)
and before reorganisation costs of £0.1 million (2010: £2.0 million cost)

Cash Flow, Funding and Dividend

Conversion of profit into cash continued at an encouraging level and our balance sheet remains strong. After funding acquisition investment of £14.3 million, net bank borrowings at 30 June were £35.8 million (31 December 2010: £31.5 million). Our committed bank facilities of £125 million are in place until July 2013.

The Board remains confident about the Group's financial strength and has, once again, increased the interim dividend by 15% to 2.66 pence per share (2010: 2.31 pence) payable on 20 October 2011 to shareholders on the register on 23 September 2011.

Acquisitions

During the course of the first half we completed three acquisitions. On 18 February 2011 we announced the acquisition of Evans-Hamilton Incorporated ("EHI"), a US based business, for a maximum consideration of US $8.67 million (£5.4 million). It provides oceanographic consulting and marine environment measurement services, as well as carrying out environmental and coastal process studies and assisting clients with offshore environmental compliance.

On 2 March 2011 we announced the acquisition of Nautilus Ltd and Nautilus World Ltd (together "Nautilus"), a UK/US based business providing geosciences and petroleum engineering training to the oil and gas industry, for a maximum consideration of £18.6 million.

On 6 May we announced we had acquired the 50% of Terranean Mapping Technologies Pty Ltd ("Terranean") we did not own, for a maximum consideration of $A2.7 million (£1.7 million). Terranean is a market leader in Australia in high technology surveying, mapping and geographical information systems. As a result of this transaction we are required to revalue upwards the 50% of Terranean we owned previously by £1.5 million.

EHI and Nautilus have been successfully integrated into our Energy business, whilst Terranean now forms an integral part of the Planning and Development business in Australia. Discussions with potential vendors in respect of further acquisitions are continuing.

Markets and Trading

Energy

We provide internationally recognised consultancy services to the oil and gas industries from bases in the UK, USA, Canada, Australia, Asia Pacific, which act as regional hubs for projects undertaken in many other countries. The first half results showed encouraging growth despite man-made and political disruption in the Gulf of Mexico and MENA:

2011 2010
H1 H1
Fee income (£m) 85.5 71.3
Underlying profit* (£m) 14.3 12.1
Margin % 16.8 17.0

*before amortisation of acquired intangible assets of £2.8 million (2010: £0.7m)
and before reorganisation costs of £0.5 million (2010: £0.0 million)

Conditions in both the traditional and unconventional oil and gas sectors were encouraging. Our good relationship with the financial services sector continued to bring forward high quality work related to transactions and valuations. Encouragingly, we seem to have moved into the expansionary phase of the cycle. We are, however, beginning to experience resource and cost pressures. Deep water drilling in the Gulf of Mexico has recently resumed. We expect to benefit increasingly from this in the coming months as our clients define project timing. We still anticipate client activity internationally will continue to build during the remainder of the year and expect our Energy business to achieve good growth for the full year.

Planning and Development

Within these businesses we provide market leading consultancy services in respect of town and country planning, building, landscape and urban design, transport planning and environmental assessment. The results in the first half were held back by severe weather in Australia and continuing subdued levels of activity in property and public sector infrastructure development internationally:

2011 2010
H1 H1
Fee income (£m) 87.5 89.0
Underlying profit* (£m) 8.0 13.1
Margin % 9.2 14.7

*before amortisation of acquired intangible assets of £1.8 million (2010: £1.5 million)
and before reorganisation net income of £0.5 million (2010: £1.7 million cost)

Australia

The results for the period reflect the floods in January, followed immediately by cyclones. These significantly disrupted the Australian economy and the activities of many of our clients in the early months of the year. In the second quarter some of those clients re-established project activity somewhat earlier than previously anticipated. Infrastructure development markets related to energy and other natural resources projects, remained encouraging, although there have been operational delays in progressing some aspects of larger projects off the West Coast. Activity in the commercial development market continued to be subdued, primarily due to lack of project funding resulting from the continuing effects of the global financial crisis. Overall, we continue to expect an improved performance in the second half.

2011 2010
H1 H1
Fee income (£m) 42.2 34.3
Underlying profit* (£m) 4.7 6.5
Margin % 11.1 18.9

*before amortisation of acquired intangible assets of £1.4 million (2010: £1.0 million)
and before reorganisation net income of £1.4 million (2010: £1.1 million cost)

UK and Ireland

The process of developing the management and marketing activities in this merged business has proceeded satisfactorily, enabling further business opportunities to be identified and efficiency savings to be made. The results for the period have, therefore, been impacted by further reorganisation costs:

2011 2010
H1 H1
Fee income (£m) 45.3 54.7
Underlying profit* (£m) 3.3 6.6
Margin % 7.3 12.0

*before amortisation of acquired intangible assets of £0.4 million (2010: £0.4 million)
and before reorganisation costs of £0.9 million (2010: £0.5 million)

In the UK, after a slow start to the year, activity showed some improvement at the end of the first quarter. In the second quarter the market became subdued once again, although in recent weeks we have secured encouraging volumes of new business. We continue to focus on those markets and clients which have funded and fundable projects, such as the provision of energy infrastructure. Although the weak economic recovery remains a material constraint upon our activity levels, we are well positioned for recovery when it occurs. In Ireland, our future is tied closely to the financial situation and, therefore, the final resolution of the eurozone problems. Activity in the first quarter was reasonably encouraging. However, as a result of continuing poor economic and financial circumstances, further reductions in public sector spending have been made by the Government. In response to this we have reduced our cost base further. This included the reduction of rented office space, which required one off exit payments. The prospects for this business remain difficult to determine whilst external factors are so uncertain.

Environmental Management

This business provides consultancy services in respect of health, safety, risk, water and property management in the UK and the Netherlands. The first half results showed encouraging growth:

2011 2010
H1
Fee income (£m) 41.3 33.9
Underlying profit* (£m) 5.7 5.0
Margin % 13.7 14.7

*before amortisation of acquired intangible assets of £0.2m (2010: £0.2 million)
and before reorganisation costs of £0.1m (2010: £0.3 million)

Despite coming under significant pricing pressure, these businesses have delivered an excellent trading performance and sustained a good margin. We have begun to benefit from increasing AMP5 investment from our UK water company clients, related particularly to the difficulties a number have had meeting challenging environmental targets. Our health and safety, occupational health and risk management (particularly in the nuclear and defence sectors) activities remain at an encouraging level. Our Dutch business also performed well, benefiting from the stabilisation of the economy. Overall, it still appears we are likely to achieve good growth in this segment of the Group in the current year.

Group Prospects

As the impact of the severe weather in Australia reduces, as deep water drilling activity in the Gulf of Mexico increases and the acquisitions made in February and March continue to contribute, the second half should produce growth sufficient to enable current market expectations for 2011 to be achieved. Subject to economic recovery continuing and supporting the markets in which we operate, this should provide a platform for further progress in 2012.

Board of Directors
RPS Group plc

28 July 2011

 

Condensed consolidated income statement

Notes Six months
ended
30 June
Six months ended
30 June
Year
ended 31
December
2011 2010 2010
£000's unaudited unaudited audited
Revenue 3 251,518 225,966 461,830
Recharged expenses 3 (38,663) (33,438) (68,568)
Fee income 3 212,855 192,528 393,262
Operating profit 3 19,816 23,086 46,309
Finance costs (1,365) (2,137) (4,025)
Finance income 170 73 185
Profit before tax and amortisation of acquired intangibles 23,465 23,355 47,993
Amortisation of acquired intangibles (4,844) (2,333) (5,524)
Profit before tax 18,621 21,022 42,469
Tax expense 4 (5,586) (6,559) (10,733)
Profit for the period attributable to equity
holders of the parent
13,035 14,463 31,736
Basic earnings per share (pence) 5 6.05 6.75 14.78
Diluted earnings per share (pence) 5 6.00 6.68 14.69
Basic earnings per share before amortisation of acquired intangibles (pence) 5 7.67 7.52 15.79
Diluted earnings per share before amortisation of acquired intangibles (pence) 5 7.61 7.44 15.69

 

Condensed consolidated statement of comprehensive income

Six months
ended
30 June
Six months ended
30 June
Year
ended
31 December
2011 2010 2010
£000's unaudited unaudited audited
Profit for the period 13,035 14,463 31,736
Other comprehensive income:
Exchange differences 4,738 (4,357) 6,978
Tax recognised directly in equity 188 (42) 85
Total recognised comprehensive income for the period attributable to equity holders of the parent 17,961 10,064 38,799

 

Condensed consolidated balance sheet

As at
30 June
As at
30 June
As at
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Assets
Non-current assets
Intangible assets 345,418 297,848 314,621
Property, plant and equipment 29,417 27,870 28,107
Investments 41 190 447
374,876 325,908 343,175
Current assets
Trade and other receivables 169,921 153,882 158,766
Cash at bank 17,855 11,620 13,933
187,776 165,502 172,699
Liabilities
Current liabilities
Borrowings 2,973 1,615 1,744
Deferred consideration 13,629 12,324 9,873
Trade and other payables 99,513 74,277 86,971
Corporation tax liabilities 2,836 5,305 2,618
Provisions 2,612 1,010 1,768
121,563 94,531 102,974
Net current assets 66,213 70,971 69,725
Non-current liabilities
Borrowings 50,690 50,942 43,726
Deferred consideration 13,404 10,250 8,661
Other creditors 1,247 1,718 1,052
Deferred tax liabilities 14,364 10,361 11,291
Provisions 2,998 2,626 3,177
82,703 75,897 67,907
Net assets 358,386 320,982 344,993
Equity
Share capital 8 6,530 6,494 6,516
Share premium 102,911 100,375 101,941
Other reserves 9 49,339 34,900 45,581
Retained earnings 199,606 179,213 190,955
Total shareholders' equity 358,386 320,982 344,993

 

Condensed consolidated balance sheet

As at
30 June
As at
30 June
As at
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Assets
Non-current assets
Intangible assets 345,418 297,848 314,621
Property, plant and equipment 29,417 27,870 28,107
Investments 41 190 447
374,876 325,908 343,175
Current assets
Trade and other receivables 169,921 153,882 158,766
Cash at bank 17,855 11,620 13,933
187,776 165,502 172,699
Liabilities
Current liabilities
Borrowings 2,973 1,615 1,744
Deferred consideration 13,629 12,324 9,873
Trade and other payables 99,513 74,277 86,971
Corporation tax liabilities 2,836 5,305 2,618
Provisions 2,612 1,010 1,768
121,563 94,531 102,974
Net current assets 66,213 70,971 69,725
Non-current liabilities
Borrowings 50,690 50,942 43,726
Deferred consideration 13,404 10,250 8,661
Other creditors 1,247 1,718 1,052
Deferred tax liabilities 14,364 10,361 11,291
Provisions 2,998 2,626 3,177
82,703 75,897 67,907
Net assets 358,386 320,982 344,993
Equity
Share capital 8 6,530 6,494 6,516
Share premium 102,911 100,375 101,941
Other reserves 9 49,339 34,900 45,581
Retained earnings 199,606 179,213 190,955
Total shareholders' equity 358,386 320,982 344,993

 

Condensed consolidated cash flow statement

 

Six months
ended 30
June
Six months
ended 30
June
Year ended
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Cash generated from operations 11 27,678 21,071 57,874
Interest paid (1,143) (2,080) (4,507)
Interest received 170 73 185
Income taxes paid (6,764) (8,479) (14,384)
Net cash from operating activities 19,941 10,585 39,168
Cash flows from investing activities
Purchases of subsidiaries net of cash acquired (11,202) (2,465) (4,418)
Deferred consideration (3,111) (5,688) (13,626)
Purchase of property, plant and equipment (3,812) (3,713) (6,856)
Sale of property, plant and equipment 109 122 3,193
Dividends received 256 - 116
Net cash used in investing activities (17,760) (11,744) (21,591)
Cash flows from financing activities
Proceeds from issue of share capital 102 72 229
Purchase of own shares (356) - -
Proceeds from/(repayments of) bank borrowings 7,005 5,682 (5,022)
Payment of finance lease liabilities (689) (739) (1,491)
Dividends paid (5,460) (4,722) (9,710)
Payment of pre-acquisition dividend - - (694)
Net cash used in financing activities 602 293 (16,688)
Net increase/(decrease) in cash and cash equivalents 2,783 (866) 889
Cash and cash equivalents at beginning of period 13,933 13,691 13,691
Effect of exchange rate fluctuations (185) (1,205) (647)
Cash and cash equivalents at end of period 11 16,531 11,620 13,933
Cash and cash equivalents comprise:
Cash at bank 17,855 11,620 13,933
Bank overdraft (1,324) - -
Cash and cash equivalents at end of period 16,531 11,620 13,933

 

Condensed consolidated cash flow statement

Six months
ended 30
June
Six months
ended 30
June
Year ended
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Cash generated from operations 11 27,678 21,071 57,874
Interest paid (1,143) (2,080) (4,507)
Interest received 170 73 185
Income taxes paid (6,764) (8,479) (14,384)
Net cash from operating activities 19,941 10,585 39,168
Cash flows from investing activities
Purchases of subsidiaries net of cash acquired (11,202) (2,465) (4,418)
Deferred consideration (3,111) (5,688) (13,626)
Purchase of property, plant and equipment (3,812) (3,713) (6,856)
Sale of property, plant and equipment 109 122 3,193
Dividends received 256 - 116
Net cash used in investing activities (17,760) (11,744) (21,591)
Cash flows from financing activities
Proceeds from issue of share capital 102 72 229
Purchase of own shares (356) - -
Proceeds from/(repayments of) bank borrowings 7,005 5,682 (5,022)
Payment of finance lease liabilities (689) (739) (1,491)
Dividends paid (5,460) (4,722) (9,710)
Payment of pre-acquisition dividend - - (694)
Net cash used in financing activities 602 293 (16,688)
Net increase/(decrease) in cash and cash equivalents 2,783 (866) 889
Cash and cash equivalents at beginning of period 13,933 13,691 13,691
Effect of exchange rate fluctuations (185) (1,205) (647)
Cash and cash equivalents at end of period 11 16,531 11,620 13,933
Cash and cash equivalents comprise:
Cash at bank 17,855 11,620 13,933
Bank overdraft (1,324) - -
Cash and cash equivalents at end of period 16,531 11,620 13,933

 

Consolidated statement of changes in equity

£000's Share capital Share premium Retained earnings Other reserves
(Note 9)
Total equity
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 - - 13,223 4,738 17,961
Issue of new ordinary shares 14 970 (258) (624) 102
Purchase of own shares - - - (356) (356)
Share based payment expense - - 1,146 - 1,146
Dividends - - (5,460) - (5,460)
At 30 June 2011 6,530 102,911 199,606 49,339 358,386
Changes in equity during 2010
At 1 January 2010 6,457 98,238 169,254 39,519 313,468
Total comprehensive income for the period - - 14,421 (4,357) 10,064
Issue of new ordinary shares 37 2,142 (1,257) (262) 660
Share based payment expense - - 1,517 - 1,517
Expenses of issue of equity shares - (5) - - (5)
Dividends - - (4,722) - (4,722)
At 30 June 2010 6,494 100,375 179,213 34,900 320,982

 

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 2011 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 2010. They are in accordance with IAS 34. The condensed interim financial statements are unaudited but have been reviewed by the Company's auditors. The results for the year end 31 December 2010 and the balance sheet as at that date are abridged from the Company's Report and Accounts 2010 which have been delivered to the Registrar of Companies. The auditors' report on those accounts was unqualified, did not contain references to any matters to which the auditors drew attention by way of emphasis without qualifying the report and did not contain a statement under sections 498 (2) or 498 (3) of the Companies Act 2006.

The condensed interim financial statements do not constitute full 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 consider that the Group has 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 its financial statements.

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 4.2.7R 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 (CODM). 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 6 May 2011, the part of the Australian Energy business providing clients with environmental, climatic and oceanographic data is now the responsibility of the Australian Board. It is, therefore, now being managed as part of the Australia Planning and Development business, resulting in a restatement of the 2010 segment results.

The Group comprises the following business segments:

Planning and Development - consultancy services in the UK and Ireland and Australia relating to town and country planning, landscape and urban design, architecture, transport planning and highway design, environmental impact assessment and provision of water and waste utilities and energy infrastructure.

Environmental Management - consultancy services in the UK and the Netherlands related to property management, environmental science, the management of water resources and health, safety and risk management other than to the oil and gas sector.

Energy - the provision of a wide range of consultancy services including those related to health, safety and risk management, on an international basis, to the upstream oil and gas and offshore renewable energy sectors.

Segment results for the period ended 30 June 2011:

£000's Fees Recharged
Expenses
Intersegment
revenue
External
Revenue
Planning and
Development:
UK and Ireland 45,335 7,846 (1,347) 51,834
Australia 42,165 8,890 (334) 50,721
Intra P&D
eliminations
(4) - 4 -
Total Planning
and Development
87,496 16,736 (1,677) 102,555
Energy 85,503 17,882 (193) 103,192
Environmental
Management
41,284 4,797 (310) 45,771
Group eliminations (1,428) (752) 2,180 -
Total 212,855 38,663 - 251,518

 

£000's Underlying
profit
Reorganisation
costs
Amortisation
of acquired
intangibles
Segment
result
Planning and
Development:
UK and Ireland 3,326 (853) (418) 2,055
Australia 4,680 1,371 (1,388) 4,663
Total Planning
and Development
8,006 518 (1,806) 6,718
Energy 14,324 (488) (2,844) 10,992
Environmental
Management
5,652 (133) (194) 5,325
Total 27,982 (103) (4,844) 23,035

Revised segment results for the period ended 30 June 2010:

£000's Fees Recharged
expenses
Intersegment
revenue
External
revenue
Planning and
Development:
UK and Ireland 54,691 8,226 (817) 62,100
Australia 34,338 9,057 (425) 42,970
Intra P&D
eliminations
(2) - 2 -
Total Planning
and Development
89,027 17,283 (1,240) 105,070
Energy 71,306 12,357 (197) 83,466
Environmental
Management
33,868 3,937 (375) 37,430
Group eliminations (1,673) (139) 1,812 -
Total 192,528 33,438 - 225,966
£000's Underlying
profit
Reorganisation
costs
Amortisation
of acquired
intangibles
Segment
result
Planning and
Development:
UK and Ireland 6,584 (535) (418) 5,631
Australia 6,507 (1,127) (1,042) 4,338
Total Planning
and Development
13,091 (1,662) (1,460) 9,969
Energy 12,103 (1) (691) 11,411
Environmental
Management
4,980 (253) (182) 4,545
Total 30,174 (1,916) (2,333) 25,925
Group
reconciliation
£000's 30 June 2011 30 June 2010
Revenue 251,518 225,966
Recharged
expenses
(38,663) (33,438)
Fees 212,855 192,528
Underlying profit 27,982 30,174
Reorganisation
net income costs
(103) (1,916)
Unallocated
expenses
(3,219) (2,839)
Operating
profit before
amortisation
24,660 25,419
Amortisation (4,844) (2,333)
Operating profit 19,816 23,086
Finance costs (1,195) (2,064)
Profit before tax 18,621 21,022

Total segment assets were as follows:

£000's 30 June 2011 31 December 2010
Planning and Development:
UK and Ireland 184,036 184,542
Australia 107,991 114,988
Total Planning and Development 292,027 299,530
Energy 199,176 151,323
Environmental Management 67,458 61,245
Unallocated 3,991 3,776
Total 562,652 515,874

4. Income taxes

The tax charge for the period has been calculated using the expected tax rate for the year in each tax jurisdiction. These rates have been applied to the pre-tax profits estimated for each jurisdiction for the year ended 31st December 2011 to derive a Group consolidated effective tax rate for the year. This rate is 30.0% and has been applied to the Group pre tax profit for the 6 months ended 30th June 2011 (for the year ended 31 December 2010: 25.3%; for the six months ended 30 June 2010: 31.2%). The tax rate for the year ended 31 December 2010 was materially affected by Tax Law Amendment (2010 Measures No. 1) Act 2010 being enacted in Australia. The Group effective tax rate for 2010 excluding this material one-off impact was 29.4%.

5. 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 2011 2010 2010
Profit attributable to ordinary shareholders 13,035 14,463 31,736
000's
Weighted average number of
ordinary shares for the purposes
of basic earnings per share
215,590 214,383 214,737
Effect of employee share schemes 1,587 2,285 1,311
Weighted average number of
ordinary shares for the purposes
of diluted earnings per share
217,177 216,668 216,048
Basic earning per share (pence) 6.05 6.75 14.78
Diluted earnings per share (pence) 6.00 6.68 14.69

The directors consider that earnings per share before amortisation provides a more meaningful measure of the Group's performance than statutory earnings per share. The calculation of basic and diluted earnings per share before amortisation 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 on acquired intangible assets and the tax thereon 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
13,035 14,463 31,736
Amortisation of
acquired intangibles
4,844 2,333 5,524
Tax on amortisation
of acquired intangibles
(1,343) (675) (1,598)
Change in Australian tax law - - (1,754)
Adjusted profit attributable
to ordinary shareholders
16,536 16,121 33,908
Basic earnings before per
share before amortisation (pence)
7.67 7.52 15.79
Diluted earnings per share
before amortisation (pence)
7.61 7.44 15.69

6. Property, plant and equipment

During the six months ended 30 June 2011, the Group acquired assets with a cost of £4,744,000 (six months to 30 June 2010: £4,090,000), which includes £701,000 acquired through business combinations (six months to 30 June 2010: £334,000). Assets with a net book value of £204,000 were disposed of during the six months ended 30 June 2011 (six months ended 30 June 2010: £130,000).

7. Acquisitions

The Group has completed the following acquisitions to strengthen and broaden the skill base of the Group, during the first half of 2011:

Entity Date of
Acquisition
Place of
incorporation
Percentage
of entity
acquired
Nature of
business
acquired
Evans Hamilton Inc 17/02/2011 USA 100% Oceanographic
Consultancy
Nautilus Group 01/03/2011 UK/USA 100% Training
Terranean Mapping
Technology Pty
31/03/2011 Australia 50% Surveying

Their contributions to the Group's results for the period is given below:

£000's Revenue Operating profit
EHI 1,614 (49)
Nautilus 4,987 505
TMT 951 98

Had the Group acquired these entities on the first day of the period, the Group Revenue would have been £253,518,000 and the Group operating profit would have been £19,499,000.

The Group has allocated the net assets of its acquisitions provisional fair values as it did not have complete information at the date of approval of this interim report. Details of the carrying values of the acquired net assets and the provisional fair values assigned to them by the Group are as follows:

Intangible Assets
£000's Order
book
Customer
relationships
IP PPE Cash Other
assets
Other
liabilities
Net assets
acquired
Provisional fair values:
EHI 287 2,618 - 448 473 738 (3,268) 1,296
Nautilus 1,613 7,642 - 78 2,640 3,893 (10,085) 5,781
TMT 129 832 303 175 239 512 (907) 1,283
2,029 11,092 303 701 3,352 5,143 (14,260) 8,360

The total fair value of receivables acquired was £4,683,000. The gross contractual receivables acquired were £4,699,000 and £16,000 was estimated unreceivable.

The vendors of the acquired companies have entered into warranty arrangements with the Group. The total undiscounted cash flow that could be receivable by the Group is between £nil and £4,683,000 As the Group does not expect that these warranties will become receivable, it has not recognised an indemnification asset on acquisition.

£000s Fair
value of
original
invest
- ment
Initial
cash
consid
- eration
Deferred
cash
consid
-eration
Total
consid
-eration
Net assets
acquired
Goodwill
acquired
Tax
deductible
goodwill
EHI - 2,872 2,530 5,402 1,296 4,106 -
Nautilus - 10,550 8,061 18,611 5,781 12,830 1,084
TMT 1,699 1,132 567 3,398 1,283 2,115 -
1,699 14,554 11,158 27,411 8,360 19,051 1,084

The gain recognised on the revaluation to fair value of RPS's original 50% holding in Terranean Mapping was £1,490,000.

Deferred consideration is payable on the first, second and third anniversaries of the acquisitions of Nautilus and Terranean, and the first and second anniversaries of the acquisition of EHI, dependent on certain operational conditions being met. At the balance sheet date, the Group expects that these amounts will be paid in full.

The Group incurred acquisition-related costs of £506,000 (6 months to 30 June 2010: £141,000), which have been expensed through the consolidated income statement and included within reorganisation costs.

Goodwill represents the value of the accumulated workforce associated with these acquisitions.

£000's EHI Nautilus TMT HIB Aquaterra Boyd
Goodwill at 1 January 2011 - - - 379 4,409 3,720
Additions through acquisition 4,106 12,830 2,115 - - 15
Adjustments to
>opening balance sheet
- - - 3 (295) -
Foreign exchange gains and losses (4) 85 72 - 82 -
Goodwill at 30 June 2011 4,102 12,915 2,187 382 4,196 3,735

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

Prior period acquisitions

In the first half of 2010 RPS completed the acquisition of HIB Limited and Aquaterra Group. The provisional fair values allocated to the assets acquired have now been finalised.

8. Share Capital

2011
Number
000's
2011
£000's
2010
Number
000's
2010
£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 217,219 6,516 215,247 6,457
Issued under employee share schemes 436 14 925 28
Issued in respect of deferred
consideration related to acquisitions in prior years
- - 314 9
At 30 June 217,655 6,530 216,486 6,494

9. Other Reserves

£000's Merger
reserve
Employee
trust shares
Translation
reserve
Total other
reserves
Changes in equity during 2011
At 1 January 2011 21,256 (5,904) 30,229 45,581
Exchange differences - - 4,738 4,738
Issue of new shares - (624) - (624)
Purchase of own shares - (356) - (356)
At 30 June 2011 21,256 (6,884) 34,967 49,339
Changes in equity during 2010
At 1 January 2010 20,687 (4,419) 23,251 39,519
Exchange differences - - (4,357) (4,357)
Issue of new shares 569 (831) - (262)
At 30 June 2010 21,256 (5,250) 18,894 34,900

10. Dividends

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

£000's Six months
ended 30 June
2011
Six months
ended 30 June
2010
Year ended
31 December
2010
Final dividend for
2010 2.52p per share
5,460 - -
Interim dividend for
2010 2.31p per share
- - 4,988
Final dividend for
2009 2.19p per share
- 4,722 4,722
5,460 4,722 9,710

An interim divided in respect of the six months ended 30 June 2011 of 2.66p pence per share, amounting to a total dividend of £5,770,000 was approved by the Directors of RPS Group plc on 26 July 2011. These condensed consolidated interim financial statements do not reflect this dividend payable.

11. Note to the condensed consolidated cash flow statement

Six months ended
30 June
Six months ended
30 June
Year
ended
31 Dec
£000's 2011 2010 2010
Profit before tax 18,621 21,022 42,469
Adjustments for:
Interest payable and similar charges 1,365 2,137 4,025
Interest receivable (170) (73) (185)
Depreciation 3,890 3,749 7,556
Amortisation of acquired intangibles 4,844 2,333 5,524
Share based payment expense 1,146 1,517 1,626
Loss/(profit) on sale of
property, plant and equipment
94 6 (1,579)
Share of loss/(profit) of associates (24) 23 (335)
Revaluation of investment in associate (1,490) - -
(Increase) in trade and other receivables (3,015) (12,953) (7,981)
Increase in trade and other payables 2,417 3,310 6,754
Cash generated from operations 27,678 21,071 57,874

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 2011.

£000's At 1 January 2011 Cash flow Acquisitions Foreign exchange At 30 June 2011
Cash and cash equivalents 13,933 2,783 - (185) 16,531
Bank loans (41,816) (7,005) (1,210) 700 (49,331)
Finance lease creditor (3,654) 689 - (43) (3,008)
Net bank borrowings (31,537) (3,533) (1,210) 472 (35,808)

12. Principal risks and uncertainties

The nature of the principal risks and uncertainties faced by the Group have not changed significantly since the 2010 Report and Accounts was published. There are included on page 31 of the 2010 Report and Accounts and are summarised as follows:

Business Strategy - the risk of not delivering the Group's long-term strategy.

Business Continuity - the risk that in the event of an adverse occurrence the business operations will not be able to operate.

Financial and Commercial - the risk of performance falling short of expectations, including the reputational risk linked to quality of work.

Legal and Compliance - the risk of failing to comply with all relevant legislation and regulations as well as liabilities arising from trading activities which are not covered by professional indemnity insurance.

Health, Safety and Environment - the risk related to the safety of staff, clients, sub-contractors, members of the public and the environment.

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.

13. Related party transactions

There were no related party transactions required to be disclosed in the period.

14. 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 2011 in the year to date are based upon unaudited management accounts for the period January to June 2011. The Board considers market expectations for 2011 are best defined by taking the range of forecasts of profit before tax and amortisation for the full year published by analysts who consistently follow the Group. The current range of forecasts of which the Board is aware is £48.5 to £52.5 million. Nothing in this announcement should be construed as a profit forecast.

15. 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 2011, 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. 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 guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our 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 2011 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.

Ernst & Young LLP
Reading
28 July 2011

 

2016

Half Year Results for the six months ended 30 June 2011

28 July 2011

Interim Results for the six months ended 30 June 2011

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

2011 2010
H1 H1
Revenue (£m) 251.5 226.0 +11.3%
Fee income (£m) 212.9 192.5 +10.6%
Profit before taxation* (£m) 23.5 23.4 + 0.5%
Earnings per share* (basic) (p) 7.67 7.52 + 2.0%
Operating cash flow (£m) 27.7 21.1 +31.4%
Dividend per share (p) 2.66 2.31 +15.2%
Statutory profit before tax (£m) 18.6 21.0 -11.4%
Statutory earnings per share (basic) (p) 6.05 6.75 -10.4%

*before amortisation of intangible assets of £4.8 million (2010 H1: £2.3 million)

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

"Our strategy of the last decade has been to diversify our range of activities and geographical reach into potential growth areas. This has resulted in a successful rebalancing of Group activities, enabling us to come through the exceptionally challenging market conditions of recent years in good shape.

Our first half results were as anticipated and confirm that some parts of the Group's business are growing again, whilst others still face significant economic headwinds. The Group's performance in this period was also affected by a combination of the severe weather in Australia, a slow resumption of deep water drilling in the Gulf of Mexico and political unrest in the Middle East and North Africa (MENA).

The second half should see an improved performance, as the impact of these exceptional events reduces, with continued growth from our energy and environmental management activities, including a larger contribution from the three acquisitions made in the first half. This should enable market expectations for 2011 to be achieved.

Although significant uncertainties are still apparent in property development markets internationally, we remain of the view this is likely to mark the beginning of a new period of growth for RPS. The pace of that growth remains, in significant part, dependant upon factors external to the Group".

28 July 2011

 

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

 

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

RPS remains well positioned in markets of fundamental importance to the global economy, with long term growth potential. Despite continuing global economic and financial uncertainty, some of these are beginning to show signs of sustainable recovery. As announced previously, Group trading in the first part of the year was held back by the disruptive effect of flooding and cyclones in Australia, the slow resumption of deep water drilling in the Gulf of Mexico and political disruption in MENA, particularly Libya.

Profit before tax and amortisation of acquired intangibles was £23.5 million (2010: £23.4 million). Basic earnings per share (before amortisation) were 7.67 pence (2010: 7.52 pence). The underlying contribution of each segment to divisional profit was:

(£m) 2011 2010
H1 H1
Energy 14.3 12.1 +18%
Planning and Development 8.0 13.1 -39%
Environmental Management 5.7 5.0 +14%
Total 28.0 30.2

*before amortisation of acquired intangible assets of £4.8 million (2010: £2.3m)
and before reorganisation costs of £0.1 million (2010: £2.0 million cost)

Cash Flow, Funding and Dividend

Conversion of profit into cash continued at an encouraging level and our balance sheet remains strong. After funding acquisition investment of £14.3 million, net bank borrowings at 30 June were £35.8 million (31 December 2010: £31.5 million). Our committed bank facilities of £125 million are in place until July 2013.

The Board remains confident about the Group's financial strength and has, once again, increased the interim dividend by 15% to 2.66 pence per share (2010: 2.31 pence) payable on 20 October 2011 to shareholders on the register on 23 September 2011.

Acquisitions

During the course of the first half we completed three acquisitions. On 18 February 2011 we announced the acquisition of Evans-Hamilton Incorporated ("EHI"), a US based business, for a maximum consideration of US $8.67 million (£5.4 million). It provides oceanographic consulting and marine environment measurement services, as well as carrying out environmental and coastal process studies and assisting clients with offshore environmental compliance.

On 2 March 2011 we announced the acquisition of Nautilus Ltd and Nautilus World Ltd (together "Nautilus"), a UK/US based business providing geosciences and petroleum engineering training to the oil and gas industry, for a maximum consideration of £18.6 million.

On 6 May we announced we had acquired the 50% of Terranean Mapping Technologies Pty Ltd ("Terranean") we did not own, for a maximum consideration of $A2.7 million (£1.7 million). Terranean is a market leader in Australia in high technology surveying, mapping and geographical information systems. As a result of this transaction we are required to revalue upwards the 50% of Terranean we owned previously by £1.5 million.

EHI and Nautilus have been successfully integrated into our Energy business, whilst Terranean now forms an integral part of the Planning and Development business in Australia. Discussions with potential vendors in respect of further acquisitions are continuing.

Markets and Trading

Energy

We provide internationally recognised consultancy services to the oil and gas industries from bases in the UK, USA, Canada, Australia, Asia Pacific, which act as regional hubs for projects undertaken in many other countries. The first half results showed encouraging growth despite man-made and political disruption in the Gulf of Mexico and MENA:

2011 2010
H1 H1
Fee income (£m) 85.5 71.3
Underlying profit* (£m) 14.3 12.1
Margin % 16.8 17.0

*before amortisation of acquired intangible assets of £2.8 million (2010: £0.7m)
and before reorganisation costs of £0.5 million (2010: £0.0 million)

Conditions in both the traditional and unconventional oil and gas sectors were encouraging. Our good relationship with the financial services sector continued to bring forward high quality work related to transactions and valuations. Encouragingly, we seem to have moved into the expansionary phase of the cycle. We are, however, beginning to experience resource and cost pressures. Deep water drilling in the Gulf of Mexico has recently resumed. We expect to benefit increasingly from this in the coming months as our clients define project timing. We still anticipate client activity internationally will continue to build during the remainder of the year and expect our Energy business to achieve good growth for the full year.

Planning and Development

Within these businesses we provide market leading consultancy services in respect of town and country planning, building, landscape and urban design, transport planning and environmental assessment. The results in the first half were held back by severe weather in Australia and continuing subdued levels of activity in property and public sector infrastructure development internationally:

2011 2010
H1 H1
Fee income (£m) 87.5 89.0
Underlying profit* (£m) 8.0 13.1
Margin % 9.2 14.7

*before amortisation of acquired intangible assets of £1.8 million (2010: £1.5 million)
and before reorganisation net income of £0.5 million (2010: £1.7 million cost)

Australia

The results for the period reflect the floods in January, followed immediately by cyclones. These significantly disrupted the Australian economy and the activities of many of our clients in the early months of the year. In the second quarter some of those clients re-established project activity somewhat earlier than previously anticipated. Infrastructure development markets related to energy and other natural resources projects, remained encouraging, although there have been operational delays in progressing some aspects of larger projects off the West Coast. Activity in the commercial development market continued to be subdued, primarily due to lack of project funding resulting from the continuing effects of the global financial crisis. Overall, we continue to expect an improved performance in the second half.

2011 2010
H1 H1
Fee income (£m) 42.2 34.3
Underlying profit* (£m) 4.7 6.5
Margin % 11.1 18.9

*before amortisation of acquired intangible assets of £1.4 million (2010: £1.0 million)
and before reorganisation net income of £1.4 million (2010: £1.1 million cost)

UK and Ireland

The process of developing the management and marketing activities in this merged business has proceeded satisfactorily, enabling further business opportunities to be identified and efficiency savings to be made. The results for the period have, therefore, been impacted by further reorganisation costs:

2011 2010
H1 H1
Fee income (£m) 45.3 54.7
Underlying profit* (£m) 3.3 6.6
Margin % 7.3 12.0

*before amortisation of acquired intangible assets of £0.4 million (2010: £0.4 million)
and before reorganisation costs of £0.9 million (2010: £0.5 million)

In the UK, after a slow start to the year, activity showed some improvement at the end of the first quarter. In the second quarter the market became subdued once again, although in recent weeks we have secured encouraging volumes of new business. We continue to focus on those markets and clients which have funded and fundable projects, such as the provision of energy infrastructure. Although the weak economic recovery remains a material constraint upon our activity levels, we are well positioned for recovery when it occurs. In Ireland, our future is tied closely to the financial situation and, therefore, the final resolution of the eurozone problems. Activity in the first quarter was reasonably encouraging. However, as a result of continuing poor economic and financial circumstances, further reductions in public sector spending have been made by the Government. In response to this we have reduced our cost base further. This included the reduction of rented office space, which required one off exit payments. The prospects for this business remain difficult to determine whilst external factors are so uncertain.

Environmental Management

This business provides consultancy services in respect of health, safety, risk, water and property management in the UK and the Netherlands. The first half results showed encouraging growth:

2011 2010
H1
Fee income (£m) 41.3 33.9
Underlying profit* (£m) 5.7 5.0
Margin % 13.7 14.7

*before amortisation of acquired intangible assets of £0.2m (2010: £0.2 million)
and before reorganisation costs of £0.1m (2010: £0.3 million)

Despite coming under significant pricing pressure, these businesses have delivered an excellent trading performance and sustained a good margin. We have begun to benefit from increasing AMP5 investment from our UK water company clients, related particularly to the difficulties a number have had meeting challenging environmental targets. Our health and safety, occupational health and risk management (particularly in the nuclear and defence sectors) activities remain at an encouraging level. Our Dutch business also performed well, benefiting from the stabilisation of the economy. Overall, it still appears we are likely to achieve good growth in this segment of the Group in the current year.

Group Prospects

As the impact of the severe weather in Australia reduces, as deep water drilling activity in the Gulf of Mexico increases and the acquisitions made in February and March continue to contribute, the second half should produce growth sufficient to enable current market expectations for 2011 to be achieved. Subject to economic recovery continuing and supporting the markets in which we operate, this should provide a platform for further progress in 2012.

Board of Directors
RPS Group plc

28 July 2011

 

Condensed consolidated income statement

Notes Six months
ended
30 June
Six months ended
30 June
Year
ended 31
December
2011 2010 2010
£000's unaudited unaudited audited
Revenue 3 251,518 225,966 461,830
Recharged expenses 3 (38,663) (33,438) (68,568)
Fee income 3 212,855 192,528 393,262
Operating profit 3 19,816 23,086 46,309
Finance costs (1,365) (2,137) (4,025)
Finance income 170 73 185
Profit before tax and amortisation of acquired intangibles 23,465 23,355 47,993
Amortisation of acquired intangibles (4,844) (2,333) (5,524)
Profit before tax 18,621 21,022 42,469
Tax expense 4 (5,586) (6,559) (10,733)
Profit for the period attributable to equity
holders of the parent
13,035 14,463 31,736
Basic earnings per share (pence) 5 6.05 6.75 14.78
Diluted earnings per share (pence) 5 6.00 6.68 14.69
Basic earnings per share before amortisation of acquired intangibles (pence) 5 7.67 7.52 15.79
Diluted earnings per share before amortisation of acquired intangibles (pence) 5 7.61 7.44 15.69

 

Condensed consolidated statement of comprehensive income

Six months
ended
30 June
Six months ended
30 June
Year
ended
31 December
2011 2010 2010
£000's unaudited unaudited audited
Profit for the period 13,035 14,463 31,736
Other comprehensive income:
Exchange differences 4,738 (4,357) 6,978
Tax recognised directly in equity 188 (42) 85
Total recognised comprehensive income for the period attributable to equity holders of the parent 17,961 10,064 38,799

 

Condensed consolidated balance sheet

As at
30 June
As at
30 June
As at
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Assets
Non-current assets
Intangible assets 345,418 297,848 314,621
Property, plant and equipment 29,417 27,870 28,107
Investments 41 190 447
374,876 325,908 343,175
Current assets
Trade and other receivables 169,921 153,882 158,766
Cash at bank 17,855 11,620 13,933
187,776 165,502 172,699
Liabilities
Current liabilities
Borrowings 2,973 1,615 1,744
Deferred consideration 13,629 12,324 9,873
Trade and other payables 99,513 74,277 86,971
Corporation tax liabilities 2,836 5,305 2,618
Provisions 2,612 1,010 1,768
121,563 94,531 102,974
Net current assets 66,213 70,971 69,725
Non-current liabilities
Borrowings 50,690 50,942 43,726
Deferred consideration 13,404 10,250 8,661
Other creditors 1,247 1,718 1,052
Deferred tax liabilities 14,364 10,361 11,291
Provisions 2,998 2,626 3,177
82,703 75,897 67,907
Net assets 358,386 320,982 344,993
Equity
Share capital 8 6,530 6,494 6,516
Share premium 102,911 100,375 101,941
Other reserves 9 49,339 34,900 45,581
Retained earnings 199,606 179,213 190,955
Total shareholders' equity 358,386 320,982 344,993

 

Condensed consolidated balance sheet

As at
30 June
As at
30 June
As at
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Assets
Non-current assets
Intangible assets 345,418 297,848 314,621
Property, plant and equipment 29,417 27,870 28,107
Investments 41 190 447
374,876 325,908 343,175
Current assets
Trade and other receivables 169,921 153,882 158,766
Cash at bank 17,855 11,620 13,933
187,776 165,502 172,699
Liabilities
Current liabilities
Borrowings 2,973 1,615 1,744
Deferred consideration 13,629 12,324 9,873
Trade and other payables 99,513 74,277 86,971
Corporation tax liabilities 2,836 5,305 2,618
Provisions 2,612 1,010 1,768
121,563 94,531 102,974
Net current assets 66,213 70,971 69,725
Non-current liabilities
Borrowings 50,690 50,942 43,726
Deferred consideration 13,404 10,250 8,661
Other creditors 1,247 1,718 1,052
Deferred tax liabilities 14,364 10,361 11,291
Provisions 2,998 2,626 3,177
82,703 75,897 67,907
Net assets 358,386 320,982 344,993
Equity
Share capital 8 6,530 6,494 6,516
Share premium 102,911 100,375 101,941
Other reserves 9 49,339 34,900 45,581
Retained earnings 199,606 179,213 190,955
Total shareholders' equity 358,386 320,982 344,993

 

Condensed consolidated cash flow statement

 

Six months
ended 30
June
Six months
ended 30
June
Year ended
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Cash generated from operations 11 27,678 21,071 57,874
Interest paid (1,143) (2,080) (4,507)
Interest received 170 73 185
Income taxes paid (6,764) (8,479) (14,384)
Net cash from operating activities 19,941 10,585 39,168
Cash flows from investing activities
Purchases of subsidiaries net of cash acquired (11,202) (2,465) (4,418)
Deferred consideration (3,111) (5,688) (13,626)
Purchase of property, plant and equipment (3,812) (3,713) (6,856)
Sale of property, plant and equipment 109 122 3,193
Dividends received 256 - 116
Net cash used in investing activities (17,760) (11,744) (21,591)
Cash flows from financing activities
Proceeds from issue of share capital 102 72 229
Purchase of own shares (356) - -
Proceeds from/(repayments of) bank borrowings 7,005 5,682 (5,022)
Payment of finance lease liabilities (689) (739) (1,491)
Dividends paid (5,460) (4,722) (9,710)
Payment of pre-acquisition dividend - - (694)
Net cash used in financing activities 602 293 (16,688)
Net increase/(decrease) in cash and cash equivalents 2,783 (866) 889
Cash and cash equivalents at beginning of period 13,933 13,691 13,691
Effect of exchange rate fluctuations (185) (1,205) (647)
Cash and cash equivalents at end of period 11 16,531 11,620 13,933
Cash and cash equivalents comprise:
Cash at bank 17,855 11,620 13,933
Bank overdraft (1,324) - -
Cash and cash equivalents at end of period 16,531 11,620 13,933

 

Condensed consolidated cash flow statement

Six months
ended 30
June
Six months
ended 30
June
Year ended
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Cash generated from operations 11 27,678 21,071 57,874
Interest paid (1,143) (2,080) (4,507)
Interest received 170 73 185
Income taxes paid (6,764) (8,479) (14,384)
Net cash from operating activities 19,941 10,585 39,168
Cash flows from investing activities
Purchases of subsidiaries net of cash acquired (11,202) (2,465) (4,418)
Deferred consideration (3,111) (5,688) (13,626)
Purchase of property, plant and equipment (3,812) (3,713) (6,856)
Sale of property, plant and equipment 109 122 3,193
Dividends received 256 - 116
Net cash used in investing activities (17,760) (11,744) (21,591)
Cash flows from financing activities
Proceeds from issue of share capital 102 72 229
Purchase of own shares (356) - -
Proceeds from/(repayments of) bank borrowings 7,005 5,682 (5,022)
Payment of finance lease liabilities (689) (739) (1,491)
Dividends paid (5,460) (4,722) (9,710)
Payment of pre-acquisition dividend - - (694)
Net cash used in financing activities 602 293 (16,688)
Net increase/(decrease) in cash and cash equivalents 2,783 (866) 889
Cash and cash equivalents at beginning of period 13,933 13,691 13,691
Effect of exchange rate fluctuations (185) (1,205) (647)
Cash and cash equivalents at end of period 11 16,531 11,620 13,933
Cash and cash equivalents comprise:
Cash at bank 17,855 11,620 13,933
Bank overdraft (1,324) - -
Cash and cash equivalents at end of period 16,531 11,620 13,933

 

Consolidated statement of changes in equity

£000's Share capital Share premium Retained earnings Other reserves
(Note 9)
Total equity
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 - - 13,223 4,738 17,961
Issue of new ordinary shares 14 970 (258) (624) 102
Purchase of own shares - - - (356) (356)
Share based payment expense - - 1,146 - 1,146
Dividends - - (5,460) - (5,460)
At 30 June 2011 6,530 102,911 199,606 49,339 358,386
Changes in equity during 2010
At 1 January 2010 6,457 98,238 169,254 39,519 313,468
Total comprehensive income for the period - - 14,421 (4,357) 10,064
Issue of new ordinary shares 37 2,142 (1,257) (262) 660
Share based payment expense - - 1,517 - 1,517
Expenses of issue of equity shares - (5) - - (5)
Dividends - - (4,722) - (4,722)
At 30 June 2010 6,494 100,375 179,213 34,900 320,982

 

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 2011 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 2010. They are in accordance with IAS 34. The condensed interim financial statements are unaudited but have been reviewed by the Company's auditors. The results for the year end 31 December 2010 and the balance sheet as at that date are abridged from the Company's Report and Accounts 2010 which have been delivered to the Registrar of Companies. The auditors' report on those accounts was unqualified, did not contain references to any matters to which the auditors drew attention by way of emphasis without qualifying the report and did not contain a statement under sections 498 (2) or 498 (3) of the Companies Act 2006.

The condensed interim financial statements do not constitute full 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 consider that the Group has 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 its financial statements.

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 4.2.7R 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 (CODM). 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 6 May 2011, the part of the Australian Energy business providing clients with environmental, climatic and oceanographic data is now the responsibility of the Australian Board. It is, therefore, now being managed as part of the Australia Planning and Development business, resulting in a restatement of the 2010 segment results.

The Group comprises the following business segments:

Planning and Development - consultancy services in the UK and Ireland and Australia relating to town and country planning, landscape and urban design, architecture, transport planning and highway design, environmental impact assessment and provision of water and waste utilities and energy infrastructure.

Environmental Management - consultancy services in the UK and the Netherlands related to property management, environmental science, the management of water resources and health, safety and risk management other than to the oil and gas sector.

Energy - the provision of a wide range of consultancy services including those related to health, safety and risk management, on an international basis, to the upstream oil and gas and offshore renewable energy sectors.

Segment results for the period ended 30 June 2011:

£000's Fees Recharged
Expenses
Intersegment
revenue
External
Revenue
Planning and
Development:
UK and Ireland 45,335 7,846 (1,347) 51,834
Australia 42,165 8,890 (334) 50,721
Intra P&D
eliminations
(4) - 4 -
Total Planning
and Development
87,496 16,736 (1,677) 102,555
Energy 85,503 17,882 (193) 103,192
Environmental
Management
41,284 4,797 (310) 45,771
Group eliminations (1,428) (752) 2,180 -
Total 212,855 38,663 - 251,518

 

£000's Underlying
profit
Reorganisation
costs
Amortisation
of acquired
intangibles
Segment
result
Planning and
Development:
UK and Ireland 3,326 (853) (418) 2,055
Australia 4,680 1,371 (1,388) 4,663
Total Planning
and Development
8,006 518 (1,806) 6,718
Energy 14,324 (488) (2,844) 10,992
Environmental
Management
5,652 (133) (194) 5,325
Total 27,982 (103) (4,844) 23,035

Revised segment results for the period ended 30 June 2010:

£000's Fees Recharged
expenses
Intersegment
revenue
External
revenue
Planning and
Development:
UK and Ireland 54,691 8,226 (817) 62,100
Australia 34,338 9,057 (425) 42,970
Intra P&D
eliminations
(2) - 2 -
Total Planning
and Development
89,027 17,283 (1,240) 105,070
Energy 71,306 12,357 (197) 83,466
Environmental
Management
33,868 3,937 (375) 37,430
Group eliminations (1,673) (139) 1,812 -
Total 192,528 33,438 - 225,966
£000's Underlying
profit
Reorganisation
costs
Amortisation
of acquired
intangibles
Segment
result
Planning and
Development:
UK and Ireland 6,584 (535) (418) 5,631
Australia 6,507 (1,127) (1,042) 4,338
Total Planning
and Development
13,091 (1,662) (1,460) 9,969
Energy 12,103 (1) (691) 11,411
Environmental
Management
4,980 (253) (182) 4,545
Total 30,174 (1,916) (2,333) 25,925
Group
reconciliation
£000's 30 June 2011 30 June 2010
Revenue 251,518 225,966
Recharged
expenses
(38,663) (33,438)
Fees 212,855 192,528
Underlying profit 27,982 30,174
Reorganisation
net income costs
(103) (1,916)
Unallocated
expenses
(3,219) (2,839)
Operating
profit before
amortisation
24,660 25,419
Amortisation (4,844) (2,333)
Operating profit 19,816 23,086
Finance costs (1,195) (2,064)
Profit before tax 18,621 21,022

Total segment assets were as follows:

£000's 30 June 2011 31 December 2010
Planning and Development:
UK and Ireland 184,036 184,542
Australia 107,991 114,988
Total Planning and Development 292,027 299,530
Energy 199,176 151,323
Environmental Management 67,458 61,245
Unallocated 3,991 3,776
Total 562,652 515,874

4. Income taxes

The tax charge for the period has been calculated using the expected tax rate for the year in each tax jurisdiction. These rates have been applied to the pre-tax profits estimated for each jurisdiction for the year ended 31st December 2011 to derive a Group consolidated effective tax rate for the year. This rate is 30.0% and has been applied to the Group pre tax profit for the 6 months ended 30th June 2011 (for the year ended 31 December 2010: 25.3%; for the six months ended 30 June 2010: 31.2%). The tax rate for the year ended 31 December 2010 was materially affected by Tax Law Amendment (2010 Measures No. 1) Act 2010 being enacted in Australia. The Group effective tax rate for 2010 excluding this material one-off impact was 29.4%.

5. 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 2011 2010 2010
Profit attributable to ordinary shareholders 13,035 14,463 31,736
000's
Weighted average number of
ordinary shares for the purposes
of basic earnings per share
215,590 214,383 214,737
Effect of employee share schemes 1,587 2,285 1,311
Weighted average number of
ordinary shares for the purposes
of diluted earnings per share
217,177 216,668 216,048
Basic earning per share (pence) 6.05 6.75 14.78
Diluted earnings per share (pence) 6.00 6.68 14.69

The directors consider that earnings per share before amortisation provides a more meaningful measure of the Group's performance than statutory earnings per share. The calculation of basic and diluted earnings per share before amortisation 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 on acquired intangible assets and the tax thereon 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
13,035 14,463 31,736
Amortisation of
acquired intangibles
4,844 2,333 5,524
Tax on amortisation
of acquired intangibles
(1,343) (675) (1,598)
Change in Australian tax law - - (1,754)
Adjusted profit attributable
to ordinary shareholders
16,536 16,121 33,908
Basic earnings before per
share before amortisation (pence)
7.67 7.52 15.79
Diluted earnings per share
before amortisation (pence)
7.61 7.44 15.69

6. Property, plant and equipment

During the six months ended 30 June 2011, the Group acquired assets with a cost of £4,744,000 (six months to 30 June 2010: £4,090,000), which includes £701,000 acquired through business combinations (six months to 30 June 2010: £334,000). Assets with a net book value of £204,000 were disposed of during the six months ended 30 June 2011 (six months ended 30 June 2010: £130,000).

7. Acquisitions

The Group has completed the following acquisitions to strengthen and broaden the skill base of the Group, during the first half of 2011:

Entity Date of
Acquisition
Place of
incorporation
Percentage
of entity
acquired
Nature of
business
acquired
Evans Hamilton Inc 17/02/2011 USA 100% Oceanographic
Consultancy
Nautilus Group 01/03/2011 UK/USA 100% Training
Terranean Mapping
Technology Pty
31/03/2011 Australia 50% Surveying

Their contributions to the Group's results for the period is given below:

£000's Revenue Operating profit
EHI 1,614 (49)
Nautilus 4,987 505
TMT 951 98

Had the Group acquired these entities on the first day of the period, the Group Revenue would have been £253,518,000 and the Group operating profit would have been £19,499,000.

The Group has allocated the net assets of its acquisitions provisional fair values as it did not have complete information at the date of approval of this interim report. Details of the carrying values of the acquired net assets and the provisional fair values assigned to them by the Group are as follows:

Intangible Assets
£000's Order
book
Customer
relationships
IP PPE Cash Other
assets
Other
liabilities
Net assets
acquired
Provisional fair values:
EHI 287 2,618 - 448 473 738 (3,268) 1,296
Nautilus 1,613 7,642 - 78 2,640 3,893 (10,085) 5,781
TMT 129 832 303 175 239 512 (907) 1,283
2,029 11,092 303 701 3,352 5,143 (14,260) 8,360

The total fair value of receivables acquired was £4,683,000. The gross contractual receivables acquired were £4,699,000 and £16,000 was estimated unreceivable.

The vendors of the acquired companies have entered into warranty arrangements with the Group. The total undiscounted cash flow that could be receivable by the Group is between £nil and £4,683,000 As the Group does not expect that these warranties will become receivable, it has not recognised an indemnification asset on acquisition.

£000s Fair
value of
original
invest
- ment
Initial
cash
consid
- eration
Deferred
cash
consid
-eration
Total
consid
-eration
Net assets
acquired
Goodwill
acquired
Tax
deductible
goodwill
EHI - 2,872 2,530 5,402 1,296 4,106 -
Nautilus - 10,550 8,061 18,611 5,781 12,830 1,084
TMT 1,699 1,132 567 3,398 1,283 2,115 -
1,699 14,554 11,158 27,411 8,360 19,051 1,084

The gain recognised on the revaluation to fair value of RPS's original 50% holding in Terranean Mapping was £1,490,000.

Deferred consideration is payable on the first, second and third anniversaries of the acquisitions of Nautilus and Terranean, and the first and second anniversaries of the acquisition of EHI, dependent on certain operational conditions being met. At the balance sheet date, the Group expects that these amounts will be paid in full.

The Group incurred acquisition-related costs of £506,000 (6 months to 30 June 2010: £141,000), which have been expensed through the consolidated income statement and included within reorganisation costs.

Goodwill represents the value of the accumulated workforce associated with these acquisitions.

£000's EHI Nautilus TMT HIB Aquaterra Boyd
Goodwill at 1 January 2011 - - - 379 4,409 3,720
Additions through acquisition 4,106 12,830 2,115 - - 15
Adjustments to
>opening balance sheet
- - - 3 (295) -
Foreign exchange gains and losses (4) 85 72 - 82 -
Goodwill at 30 June 2011 4,102 12,915 2,187 382 4,196 3,735

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

Prior period acquisitions

In the first half of 2010 RPS completed the acquisition of HIB Limited and Aquaterra Group. The provisional fair values allocated to the assets acquired have now been finalised.

8. Share Capital

2011
Number
000's
2011
£000's
2010
Number
000's
2010
£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 217,219 6,516 215,247 6,457
Issued under employee share schemes 436 14 925 28
Issued in respect of deferred
consideration related to acquisitions in prior years
- - 314 9
At 30 June 217,655 6,530 216,486 6,494

9. Other Reserves

£000's Merger
reserve
Employee
trust shares
Translation
reserve
Total other
reserves
Changes in equity during 2011
At 1 January 2011 21,256 (5,904) 30,229 45,581
Exchange differences - - 4,738 4,738
Issue of new shares - (624) - (624)
Purchase of own shares - (356) - (356)
At 30 June 2011 21,256 (6,884) 34,967 49,339
Changes in equity during 2010
At 1 January 2010 20,687 (4,419) 23,251 39,519
Exchange differences - - (4,357) (4,357)
Issue of new shares 569 (831) - (262)
At 30 June 2010 21,256 (5,250) 18,894 34,900

10. Dividends

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

£000's Six months
ended 30 June
2011
Six months
ended 30 June
2010
Year ended
31 December
2010
Final dividend for
2010 2.52p per share
5,460 - -
Interim dividend for
2010 2.31p per share
- - 4,988
Final dividend for
2009 2.19p per share
- 4,722 4,722
5,460 4,722 9,710

An interim divided in respect of the six months ended 30 June 2011 of 2.66p pence per share, amounting to a total dividend of £5,770,000 was approved by the Directors of RPS Group plc on 26 July 2011. These condensed consolidated interim financial statements do not reflect this dividend payable.

11. Note to the condensed consolidated cash flow statement

Six months ended
30 June
Six months ended
30 June
Year
ended
31 Dec
£000's 2011 2010 2010
Profit before tax 18,621 21,022 42,469
Adjustments for:
Interest payable and similar charges 1,365 2,137 4,025
Interest receivable (170) (73) (185)
Depreciation 3,890 3,749 7,556
Amortisation of acquired intangibles 4,844 2,333 5,524
Share based payment expense 1,146 1,517 1,626
Loss/(profit) on sale of
property, plant and equipment
94 6 (1,579)
Share of loss/(profit) of associates (24) 23 (335)
Revaluation of investment in associate (1,490) - -
(Increase) in trade and other receivables (3,015) (12,953) (7,981)
Increase in trade and other payables 2,417 3,310 6,754
Cash generated from operations 27,678 21,071 57,874

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 2011.

£000's At 1 January 2011 Cash flow Acquisitions Foreign exchange At 30 June 2011
Cash and cash equivalents 13,933 2,783 - (185) 16,531
Bank loans (41,816) (7,005) (1,210) 700 (49,331)
Finance lease creditor (3,654) 689 - (43) (3,008)
Net bank borrowings (31,537) (3,533) (1,210) 472 (35,808)

12. Principal risks and uncertainties

The nature of the principal risks and uncertainties faced by the Group have not changed significantly since the 2010 Report and Accounts was published. There are included on page 31 of the 2010 Report and Accounts and are summarised as follows:

Business Strategy - the risk of not delivering the Group's long-term strategy.

Business Continuity - the risk that in the event of an adverse occurrence the business operations will not be able to operate.

Financial and Commercial - the risk of performance falling short of expectations, including the reputational risk linked to quality of work.

Legal and Compliance - the risk of failing to comply with all relevant legislation and regulations as well as liabilities arising from trading activities which are not covered by professional indemnity insurance.

Health, Safety and Environment - the risk related to the safety of staff, clients, sub-contractors, members of the public and the environment.

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.

13. Related party transactions

There were no related party transactions required to be disclosed in the period.

14. 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 2011 in the year to date are based upon unaudited management accounts for the period January to June 2011. The Board considers market expectations for 2011 are best defined by taking the range of forecasts of profit before tax and amortisation for the full year published by analysts who consistently follow the Group. The current range of forecasts of which the Board is aware is £48.5 to £52.5 million. Nothing in this announcement should be construed as a profit forecast.

15. 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 2011, 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. 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 guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our 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 2011 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.

Ernst & Young LLP
Reading
28 July 2011

 

2015

Half Year Results for the six months ended 30 June 2011

28 July 2011

Interim Results for the six months ended 30 June 2011

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

2011 2010
H1 H1
Revenue (£m) 251.5 226.0 +11.3%
Fee income (£m) 212.9 192.5 +10.6%
Profit before taxation* (£m) 23.5 23.4 + 0.5%
Earnings per share* (basic) (p) 7.67 7.52 + 2.0%
Operating cash flow (£m) 27.7 21.1 +31.4%
Dividend per share (p) 2.66 2.31 +15.2%
Statutory profit before tax (£m) 18.6 21.0 -11.4%
Statutory earnings per share (basic) (p) 6.05 6.75 -10.4%

*before amortisation of intangible assets of £4.8 million (2010 H1: £2.3 million)

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

"Our strategy of the last decade has been to diversify our range of activities and geographical reach into potential growth areas. This has resulted in a successful rebalancing of Group activities, enabling us to come through the exceptionally challenging market conditions of recent years in good shape.

Our first half results were as anticipated and confirm that some parts of the Group's business are growing again, whilst others still face significant economic headwinds. The Group's performance in this period was also affected by a combination of the severe weather in Australia, a slow resumption of deep water drilling in the Gulf of Mexico and political unrest in the Middle East and North Africa (MENA).

The second half should see an improved performance, as the impact of these exceptional events reduces, with continued growth from our energy and environmental management activities, including a larger contribution from the three acquisitions made in the first half. This should enable market expectations for 2011 to be achieved.

Although significant uncertainties are still apparent in property development markets internationally, we remain of the view this is likely to mark the beginning of a new period of growth for RPS. The pace of that growth remains, in significant part, dependant upon factors external to the Group".

28 July 2011

 

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

 

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

RPS remains well positioned in markets of fundamental importance to the global economy, with long term growth potential. Despite continuing global economic and financial uncertainty, some of these are beginning to show signs of sustainable recovery. As announced previously, Group trading in the first part of the year was held back by the disruptive effect of flooding and cyclones in Australia, the slow resumption of deep water drilling in the Gulf of Mexico and political disruption in MENA, particularly Libya.

Profit before tax and amortisation of acquired intangibles was £23.5 million (2010: £23.4 million). Basic earnings per share (before amortisation) were 7.67 pence (2010: 7.52 pence). The underlying contribution of each segment to divisional profit was:

(£m) 2011 2010
H1 H1
Energy 14.3 12.1 +18%
Planning and Development 8.0 13.1 -39%
Environmental Management 5.7 5.0 +14%
Total 28.0 30.2

*before amortisation of acquired intangible assets of £4.8 million (2010: £2.3m)
and before reorganisation costs of £0.1 million (2010: £2.0 million cost)

Cash Flow, Funding and Dividend

Conversion of profit into cash continued at an encouraging level and our balance sheet remains strong. After funding acquisition investment of £14.3 million, net bank borrowings at 30 June were £35.8 million (31 December 2010: £31.5 million). Our committed bank facilities of £125 million are in place until July 2013.

The Board remains confident about the Group's financial strength and has, once again, increased the interim dividend by 15% to 2.66 pence per share (2010: 2.31 pence) payable on 20 October 2011 to shareholders on the register on 23 September 2011.

Acquisitions

During the course of the first half we completed three acquisitions. On 18 February 2011 we announced the acquisition of Evans-Hamilton Incorporated ("EHI"), a US based business, for a maximum consideration of US $8.67 million (£5.4 million). It provides oceanographic consulting and marine environment measurement services, as well as carrying out environmental and coastal process studies and assisting clients with offshore environmental compliance.

On 2 March 2011 we announced the acquisition of Nautilus Ltd and Nautilus World Ltd (together "Nautilus"), a UK/US based business providing geosciences and petroleum engineering training to the oil and gas industry, for a maximum consideration of £18.6 million.

On 6 May we announced we had acquired the 50% of Terranean Mapping Technologies Pty Ltd ("Terranean") we did not own, for a maximum consideration of $A2.7 million (£1.7 million). Terranean is a market leader in Australia in high technology surveying, mapping and geographical information systems. As a result of this transaction we are required to revalue upwards the 50% of Terranean we owned previously by £1.5 million.

EHI and Nautilus have been successfully integrated into our Energy business, whilst Terranean now forms an integral part of the Planning and Development business in Australia. Discussions with potential vendors in respect of further acquisitions are continuing.

Markets and Trading

Energy

We provide internationally recognised consultancy services to the oil and gas industries from bases in the UK, USA, Canada, Australia, Asia Pacific, which act as regional hubs for projects undertaken in many other countries. The first half results showed encouraging growth despite man-made and political disruption in the Gulf of Mexico and MENA:

2011 2010
H1 H1
Fee income (£m) 85.5 71.3
Underlying profit* (£m) 14.3 12.1
Margin % 16.8 17.0

*before amortisation of acquired intangible assets of £2.8 million (2010: £0.7m)
and before reorganisation costs of £0.5 million (2010: £0.0 million)

Conditions in both the traditional and unconventional oil and gas sectors were encouraging. Our good relationship with the financial services sector continued to bring forward high quality work related to transactions and valuations. Encouragingly, we seem to have moved into the expansionary phase of the cycle. We are, however, beginning to experience resource and cost pressures. Deep water drilling in the Gulf of Mexico has recently resumed. We expect to benefit increasingly from this in the coming months as our clients define project timing. We still anticipate client activity internationally will continue to build during the remainder of the year and expect our Energy business to achieve good growth for the full year.

Planning and Development

Within these businesses we provide market leading consultancy services in respect of town and country planning, building, landscape and urban design, transport planning and environmental assessment. The results in the first half were held back by severe weather in Australia and continuing subdued levels of activity in property and public sector infrastructure development internationally:

2011 2010
H1 H1
Fee income (£m) 87.5 89.0
Underlying profit* (£m) 8.0 13.1
Margin % 9.2 14.7

*before amortisation of acquired intangible assets of £1.8 million (2010: £1.5 million)
and before reorganisation net income of £0.5 million (2010: £1.7 million cost)

Australia

The results for the period reflect the floods in January, followed immediately by cyclones. These significantly disrupted the Australian economy and the activities of many of our clients in the early months of the year. In the second quarter some of those clients re-established project activity somewhat earlier than previously anticipated. Infrastructure development markets related to energy and other natural resources projects, remained encouraging, although there have been operational delays in progressing some aspects of larger projects off the West Coast. Activity in the commercial development market continued to be subdued, primarily due to lack of project funding resulting from the continuing effects of the global financial crisis. Overall, we continue to expect an improved performance in the second half.

2011 2010
H1 H1
Fee income (£m) 42.2 34.3
Underlying profit* (£m) 4.7 6.5
Margin % 11.1 18.9

*before amortisation of acquired intangible assets of £1.4 million (2010: £1.0 million)
and before reorganisation net income of £1.4 million (2010: £1.1 million cost)

UK and Ireland

The process of developing the management and marketing activities in this merged business has proceeded satisfactorily, enabling further business opportunities to be identified and efficiency savings to be made. The results for the period have, therefore, been impacted by further reorganisation costs:

2011 2010
H1 H1
Fee income (£m) 45.3 54.7
Underlying profit* (£m) 3.3 6.6
Margin % 7.3 12.0

*before amortisation of acquired intangible assets of £0.4 million (2010: £0.4 million)
and before reorganisation costs of £0.9 million (2010: £0.5 million)

In the UK, after a slow start to the year, activity showed some improvement at the end of the first quarter. In the second quarter the market became subdued once again, although in recent weeks we have secured encouraging volumes of new business. We continue to focus on those markets and clients which have funded and fundable projects, such as the provision of energy infrastructure. Although the weak economic recovery remains a material constraint upon our activity levels, we are well positioned for recovery when it occurs. In Ireland, our future is tied closely to the financial situation and, therefore, the final resolution of the eurozone problems. Activity in the first quarter was reasonably encouraging. However, as a result of continuing poor economic and financial circumstances, further reductions in public sector spending have been made by the Government. In response to this we have reduced our cost base further. This included the reduction of rented office space, which required one off exit payments. The prospects for this business remain difficult to determine whilst external factors are so uncertain.

Environmental Management

This business provides consultancy services in respect of health, safety, risk, water and property management in the UK and the Netherlands. The first half results showed encouraging growth:

2011 2010
H1
Fee income (£m) 41.3 33.9
Underlying profit* (£m) 5.7 5.0
Margin % 13.7 14.7

*before amortisation of acquired intangible assets of £0.2m (2010: £0.2 million)
and before reorganisation costs of £0.1m (2010: £0.3 million)

Despite coming under significant pricing pressure, these businesses have delivered an excellent trading performance and sustained a good margin. We have begun to benefit from increasing AMP5 investment from our UK water company clients, related particularly to the difficulties a number have had meeting challenging environmental targets. Our health and safety, occupational health and risk management (particularly in the nuclear and defence sectors) activities remain at an encouraging level. Our Dutch business also performed well, benefiting from the stabilisation of the economy. Overall, it still appears we are likely to achieve good growth in this segment of the Group in the current year.

Group Prospects

As the impact of the severe weather in Australia reduces, as deep water drilling activity in the Gulf of Mexico increases and the acquisitions made in February and March continue to contribute, the second half should produce growth sufficient to enable current market expectations for 2011 to be achieved. Subject to economic recovery continuing and supporting the markets in which we operate, this should provide a platform for further progress in 2012.

Board of Directors
RPS Group plc

28 July 2011

 

Condensed consolidated income statement

Notes Six months
ended
30 June
Six months ended
30 June
Year
ended 31
December
2011 2010 2010
£000's unaudited unaudited audited
Revenue 3 251,518 225,966 461,830
Recharged expenses 3 (38,663) (33,438) (68,568)
Fee income 3 212,855 192,528 393,262
Operating profit 3 19,816 23,086 46,309
Finance costs (1,365) (2,137) (4,025)
Finance income 170 73 185
Profit before tax and amortisation of acquired intangibles 23,465 23,355 47,993
Amortisation of acquired intangibles (4,844) (2,333) (5,524)
Profit before tax 18,621 21,022 42,469
Tax expense 4 (5,586) (6,559) (10,733)
Profit for the period attributable to equity
holders of the parent
13,035 14,463 31,736
Basic earnings per share (pence) 5 6.05 6.75 14.78
Diluted earnings per share (pence) 5 6.00 6.68 14.69
Basic earnings per share before amortisation of acquired intangibles (pence) 5 7.67 7.52 15.79
Diluted earnings per share before amortisation of acquired intangibles (pence) 5 7.61 7.44 15.69

 

Condensed consolidated statement of comprehensive income

Six months
ended
30 June
Six months ended
30 June
Year
ended
31 December
2011 2010 2010
£000's unaudited unaudited audited
Profit for the period 13,035 14,463 31,736
Other comprehensive income:
Exchange differences 4,738 (4,357) 6,978
Tax recognised directly in equity 188 (42) 85
Total recognised comprehensive income for the period attributable to equity holders of the parent 17,961 10,064 38,799

 

Condensed consolidated balance sheet

As at
30 June
As at
30 June
As at
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Assets
Non-current assets
Intangible assets 345,418 297,848 314,621
Property, plant and equipment 29,417 27,870 28,107
Investments 41 190 447
374,876 325,908 343,175
Current assets
Trade and other receivables 169,921 153,882 158,766
Cash at bank 17,855 11,620 13,933
187,776 165,502 172,699
Liabilities
Current liabilities
Borrowings 2,973 1,615 1,744
Deferred consideration 13,629 12,324 9,873
Trade and other payables 99,513 74,277 86,971
Corporation tax liabilities 2,836 5,305 2,618
Provisions 2,612 1,010 1,768
121,563 94,531 102,974
Net current assets 66,213 70,971 69,725
Non-current liabilities
Borrowings 50,690 50,942 43,726
Deferred consideration 13,404 10,250 8,661
Other creditors 1,247 1,718 1,052
Deferred tax liabilities 14,364 10,361 11,291
Provisions 2,998 2,626 3,177
82,703 75,897 67,907
Net assets 358,386 320,982 344,993
Equity
Share capital 8 6,530 6,494 6,516
Share premium 102,911 100,375 101,941
Other reserves 9 49,339 34,900 45,581
Retained earnings 199,606 179,213 190,955
Total shareholders' equity 358,386 320,982 344,993

 

Condensed consolidated balance sheet

As at
30 June
As at
30 June
As at
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Assets
Non-current assets
Intangible assets 345,418 297,848 314,621
Property, plant and equipment 29,417 27,870 28,107
Investments 41 190 447
374,876 325,908 343,175
Current assets
Trade and other receivables 169,921 153,882 158,766
Cash at bank 17,855 11,620 13,933
187,776 165,502 172,699
Liabilities
Current liabilities
Borrowings 2,973 1,615 1,744
Deferred consideration 13,629 12,324 9,873
Trade and other payables 99,513 74,277 86,971
Corporation tax liabilities 2,836 5,305 2,618
Provisions 2,612 1,010 1,768
121,563 94,531 102,974
Net current assets 66,213 70,971 69,725
Non-current liabilities
Borrowings 50,690 50,942 43,726
Deferred consideration 13,404 10,250 8,661
Other creditors 1,247 1,718 1,052
Deferred tax liabilities 14,364 10,361 11,291
Provisions 2,998 2,626 3,177
82,703 75,897 67,907
Net assets 358,386 320,982 344,993
Equity
Share capital 8 6,530 6,494 6,516
Share premium 102,911 100,375 101,941
Other reserves 9 49,339 34,900 45,581
Retained earnings 199,606 179,213 190,955
Total shareholders' equity 358,386 320,982 344,993

 

Condensed consolidated cash flow statement

 

Six months
ended 30
June
Six months
ended 30
June
Year ended
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Cash generated from operations 11 27,678 21,071 57,874
Interest paid (1,143) (2,080) (4,507)
Interest received 170 73 185
Income taxes paid (6,764) (8,479) (14,384)
Net cash from operating activities 19,941 10,585 39,168
Cash flows from investing activities
Purchases of subsidiaries net of cash acquired (11,202) (2,465) (4,418)
Deferred consideration (3,111) (5,688) (13,626)
Purchase of property, plant and equipment (3,812) (3,713) (6,856)
Sale of property, plant and equipment 109 122 3,193
Dividends received 256 - 116
Net cash used in investing activities (17,760) (11,744) (21,591)
Cash flows from financing activities
Proceeds from issue of share capital 102 72 229
Purchase of own shares (356) - -
Proceeds from/(repayments of) bank borrowings 7,005 5,682 (5,022)
Payment of finance lease liabilities (689) (739) (1,491)
Dividends paid (5,460) (4,722) (9,710)
Payment of pre-acquisition dividend - - (694)
Net cash used in financing activities 602 293 (16,688)
Net increase/(decrease) in cash and cash equivalents 2,783 (866) 889
Cash and cash equivalents at beginning of period 13,933 13,691 13,691
Effect of exchange rate fluctuations (185) (1,205) (647)
Cash and cash equivalents at end of period 11 16,531 11,620 13,933
Cash and cash equivalents comprise:
Cash at bank 17,855 11,620 13,933
Bank overdraft (1,324) - -
Cash and cash equivalents at end of period 16,531 11,620 13,933

 

Condensed consolidated cash flow statement

Six months
ended 30
June
Six months
ended 30
June
Year ended
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Cash generated from operations 11 27,678 21,071 57,874
Interest paid (1,143) (2,080) (4,507)
Interest received 170 73 185
Income taxes paid (6,764) (8,479) (14,384)
Net cash from operating activities 19,941 10,585 39,168
Cash flows from investing activities
Purchases of subsidiaries net of cash acquired (11,202) (2,465) (4,418)
Deferred consideration (3,111) (5,688) (13,626)
Purchase of property, plant and equipment (3,812) (3,713) (6,856)
Sale of property, plant and equipment 109 122 3,193
Dividends received 256 - 116
Net cash used in investing activities (17,760) (11,744) (21,591)
Cash flows from financing activities
Proceeds from issue of share capital 102 72 229
Purchase of own shares (356) - -
Proceeds from/(repayments of) bank borrowings 7,005 5,682 (5,022)
Payment of finance lease liabilities (689) (739) (1,491)
Dividends paid (5,460) (4,722) (9,710)
Payment of pre-acquisition dividend - - (694)
Net cash used in financing activities 602 293 (16,688)
Net increase/(decrease) in cash and cash equivalents 2,783 (866) 889
Cash and cash equivalents at beginning of period 13,933 13,691 13,691
Effect of exchange rate fluctuations (185) (1,205) (647)
Cash and cash equivalents at end of period 11 16,531 11,620 13,933
Cash and cash equivalents comprise:
Cash at bank 17,855 11,620 13,933
Bank overdraft (1,324) - -
Cash and cash equivalents at end of period 16,531 11,620 13,933

 

Consolidated statement of changes in equity

£000's Share capital Share premium Retained earnings Other reserves
(Note 9)
Total equity
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 - - 13,223 4,738 17,961
Issue of new ordinary shares 14 970 (258) (624) 102
Purchase of own shares - - - (356) (356)
Share based payment expense - - 1,146 - 1,146
Dividends - - (5,460) - (5,460)
At 30 June 2011 6,530 102,911 199,606 49,339 358,386
Changes in equity during 2010
At 1 January 2010 6,457 98,238 169,254 39,519 313,468
Total comprehensive income for the period - - 14,421 (4,357) 10,064
Issue of new ordinary shares 37 2,142 (1,257) (262) 660
Share based payment expense - - 1,517 - 1,517
Expenses of issue of equity shares - (5) - - (5)
Dividends - - (4,722) - (4,722)
At 30 June 2010 6,494 100,375 179,213 34,900 320,982

 

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 2011 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 2010. They are in accordance with IAS 34. The condensed interim financial statements are unaudited but have been reviewed by the Company's auditors. The results for the year end 31 December 2010 and the balance sheet as at that date are abridged from the Company's Report and Accounts 2010 which have been delivered to the Registrar of Companies. The auditors' report on those accounts was unqualified, did not contain references to any matters to which the auditors drew attention by way of emphasis without qualifying the report and did not contain a statement under sections 498 (2) or 498 (3) of the Companies Act 2006.

The condensed interim financial statements do not constitute full 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 consider that the Group has 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 its financial statements.

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 4.2.7R 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 (CODM). 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 6 May 2011, the part of the Australian Energy business providing clients with environmental, climatic and oceanographic data is now the responsibility of the Australian Board. It is, therefore, now being managed as part of the Australia Planning and Development business, resulting in a restatement of the 2010 segment results.

The Group comprises the following business segments:

Planning and Development - consultancy services in the UK and Ireland and Australia relating to town and country planning, landscape and urban design, architecture, transport planning and highway design, environmental impact assessment and provision of water and waste utilities and energy infrastructure.

Environmental Management - consultancy services in the UK and the Netherlands related to property management, environmental science, the management of water resources and health, safety and risk management other than to the oil and gas sector.

Energy - the provision of a wide range of consultancy services including those related to health, safety and risk management, on an international basis, to the upstream oil and gas and offshore renewable energy sectors.

Segment results for the period ended 30 June 2011:

£000's Fees Recharged
Expenses
Intersegment
revenue
External
Revenue
Planning and
Development:
UK and Ireland 45,335 7,846 (1,347) 51,834
Australia 42,165 8,890 (334) 50,721
Intra P&D
eliminations
(4) - 4 -
Total Planning
and Development
87,496 16,736 (1,677) 102,555
Energy 85,503 17,882 (193) 103,192
Environmental
Management
41,284 4,797 (310) 45,771
Group eliminations (1,428) (752) 2,180 -
Total 212,855 38,663 - 251,518

 

£000's Underlying
profit
Reorganisation
costs
Amortisation
of acquired
intangibles
Segment
result
Planning and
Development:
UK and Ireland 3,326 (853) (418) 2,055
Australia 4,680 1,371 (1,388) 4,663
Total Planning
and Development
8,006 518 (1,806) 6,718
Energy 14,324 (488) (2,844) 10,992
Environmental
Management
5,652 (133) (194) 5,325
Total 27,982 (103) (4,844) 23,035

Revised segment results for the period ended 30 June 2010:

£000's Fees Recharged
expenses
Intersegment
revenue
External
revenue
Planning and
Development:
UK and Ireland 54,691 8,226 (817) 62,100
Australia 34,338 9,057 (425) 42,970
Intra P&D
eliminations
(2) - 2 -
Total Planning
and Development
89,027 17,283 (1,240) 105,070
Energy 71,306 12,357 (197) 83,466
Environmental
Management
33,868 3,937 (375) 37,430
Group eliminations (1,673) (139) 1,812 -
Total 192,528 33,438 - 225,966
£000's Underlying
profit
Reorganisation
costs
Amortisation
of acquired
intangibles
Segment
result
Planning and
Development:
UK and Ireland 6,584 (535) (418) 5,631
Australia 6,507 (1,127) (1,042) 4,338
Total Planning
and Development
13,091 (1,662) (1,460) 9,969
Energy 12,103 (1) (691) 11,411
Environmental
Management
4,980 (253) (182) 4,545
Total 30,174 (1,916) (2,333) 25,925
Group
reconciliation
£000's 30 June 2011 30 June 2010
Revenue 251,518 225,966
Recharged
expenses
(38,663) (33,438)
Fees 212,855 192,528
Underlying profit 27,982 30,174
Reorganisation
net income costs
(103) (1,916)
Unallocated
expenses
(3,219) (2,839)
Operating
profit before
amortisation
24,660 25,419
Amortisation (4,844) (2,333)
Operating profit 19,816 23,086
Finance costs (1,195) (2,064)
Profit before tax 18,621 21,022

Total segment assets were as follows:

£000's 30 June 2011 31 December 2010
Planning and Development:
UK and Ireland 184,036 184,542
Australia 107,991 114,988
Total Planning and Development 292,027 299,530
Energy 199,176 151,323
Environmental Management 67,458 61,245
Unallocated 3,991 3,776
Total 562,652 515,874

4. Income taxes

The tax charge for the period has been calculated using the expected tax rate for the year in each tax jurisdiction. These rates have been applied to the pre-tax profits estimated for each jurisdiction for the year ended 31st December 2011 to derive a Group consolidated effective tax rate for the year. This rate is 30.0% and has been applied to the Group pre tax profit for the 6 months ended 30th June 2011 (for the year ended 31 December 2010: 25.3%; for the six months ended 30 June 2010: 31.2%). The tax rate for the year ended 31 December 2010 was materially affected by Tax Law Amendment (2010 Measures No. 1) Act 2010 being enacted in Australia. The Group effective tax rate for 2010 excluding this material one-off impact was 29.4%.

5. 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 2011 2010 2010
Profit attributable to ordinary shareholders 13,035 14,463 31,736
000's
Weighted average number of
ordinary shares for the purposes
of basic earnings per share
215,590 214,383 214,737
Effect of employee share schemes 1,587 2,285 1,311
Weighted average number of
ordinary shares for the purposes
of diluted earnings per share
217,177 216,668 216,048
Basic earning per share (pence) 6.05 6.75 14.78
Diluted earnings per share (pence) 6.00 6.68 14.69

The directors consider that earnings per share before amortisation provides a more meaningful measure of the Group's performance than statutory earnings per share. The calculation of basic and diluted earnings per share before amortisation 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 on acquired intangible assets and the tax thereon 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
13,035 14,463 31,736
Amortisation of
acquired intangibles
4,844 2,333 5,524
Tax on amortisation
of acquired intangibles
(1,343) (675) (1,598)
Change in Australian tax law - - (1,754)
Adjusted profit attributable
to ordinary shareholders
16,536 16,121 33,908
Basic earnings before per
share before amortisation (pence)
7.67 7.52 15.79
Diluted earnings per share
before amortisation (pence)
7.61 7.44 15.69

6. Property, plant and equipment

During the six months ended 30 June 2011, the Group acquired assets with a cost of £4,744,000 (six months to 30 June 2010: £4,090,000), which includes £701,000 acquired through business combinations (six months to 30 June 2010: £334,000). Assets with a net book value of £204,000 were disposed of during the six months ended 30 June 2011 (six months ended 30 June 2010: £130,000).

7. Acquisitions

The Group has completed the following acquisitions to strengthen and broaden the skill base of the Group, during the first half of 2011:

Entity Date of
Acquisition
Place of
incorporation
Percentage
of entity
acquired
Nature of
business
acquired
Evans Hamilton Inc 17/02/2011 USA 100% Oceanographic
Consultancy
Nautilus Group 01/03/2011 UK/USA 100% Training
Terranean Mapping
Technology Pty
31/03/2011 Australia 50% Surveying

Their contributions to the Group's results for the period is given below:

£000's Revenue Operating profit
EHI 1,614 (49)
Nautilus 4,987 505
TMT 951 98

Had the Group acquired these entities on the first day of the period, the Group Revenue would have been £253,518,000 and the Group operating profit would have been £19,499,000.

The Group has allocated the net assets of its acquisitions provisional fair values as it did not have complete information at the date of approval of this interim report. Details of the carrying values of the acquired net assets and the provisional fair values assigned to them by the Group are as follows:

Intangible Assets
£000's Order
book
Customer
relationships
IP PPE Cash Other
assets
Other
liabilities
Net assets
acquired
Provisional fair values:
EHI 287 2,618 - 448 473 738 (3,268) 1,296
Nautilus 1,613 7,642 - 78 2,640 3,893 (10,085) 5,781
TMT 129 832 303 175 239 512 (907) 1,283
2,029 11,092 303 701 3,352 5,143 (14,260) 8,360

The total fair value of receivables acquired was £4,683,000. The gross contractual receivables acquired were £4,699,000 and £16,000 was estimated unreceivable.

The vendors of the acquired companies have entered into warranty arrangements with the Group. The total undiscounted cash flow that could be receivable by the Group is between £nil and £4,683,000 As the Group does not expect that these warranties will become receivable, it has not recognised an indemnification asset on acquisition.

£000s Fair
value of
original
invest
- ment
Initial
cash
consid
- eration
Deferred
cash
consid
-eration
Total
consid
-eration
Net assets
acquired
Goodwill
acquired
Tax
deductible
goodwill
EHI - 2,872 2,530 5,402 1,296 4,106 -
Nautilus - 10,550 8,061 18,611 5,781 12,830 1,084
TMT 1,699 1,132 567 3,398 1,283 2,115 -
1,699 14,554 11,158 27,411 8,360 19,051 1,084

The gain recognised on the revaluation to fair value of RPS's original 50% holding in Terranean Mapping was £1,490,000.

Deferred consideration is payable on the first, second and third anniversaries of the acquisitions of Nautilus and Terranean, and the first and second anniversaries of the acquisition of EHI, dependent on certain operational conditions being met. At the balance sheet date, the Group expects that these amounts will be paid in full.

The Group incurred acquisition-related costs of £506,000 (6 months to 30 June 2010: £141,000), which have been expensed through the consolidated income statement and included within reorganisation costs.

Goodwill represents the value of the accumulated workforce associated with these acquisitions.

£000's EHI Nautilus TMT HIB Aquaterra Boyd
Goodwill at 1 January 2011 - - - 379 4,409 3,720
Additions through acquisition 4,106 12,830 2,115 - - 15
Adjustments to
>opening balance sheet
- - - 3 (295) -
Foreign exchange gains and losses (4) 85 72 - 82 -
Goodwill at 30 June 2011 4,102 12,915 2,187 382 4,196 3,735

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

Prior period acquisitions

In the first half of 2010 RPS completed the acquisition of HIB Limited and Aquaterra Group. The provisional fair values allocated to the assets acquired have now been finalised.

8. Share Capital

2011
Number
000's
2011
£000's
2010
Number
000's
2010
£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 217,219 6,516 215,247 6,457
Issued under employee share schemes 436 14 925 28
Issued in respect of deferred
consideration related to acquisitions in prior years
- - 314 9
At 30 June 217,655 6,530 216,486 6,494

9. Other Reserves

£000's Merger
reserve
Employee
trust shares
Translation
reserve
Total other
reserves
Changes in equity during 2011
At 1 January 2011 21,256 (5,904) 30,229 45,581
Exchange differences - - 4,738 4,738
Issue of new shares - (624) - (624)
Purchase of own shares - (356) - (356)
At 30 June 2011 21,256 (6,884) 34,967 49,339
Changes in equity during 2010
At 1 January 2010 20,687 (4,419) 23,251 39,519
Exchange differences - - (4,357) (4,357)
Issue of new shares 569 (831) - (262)
At 30 June 2010 21,256 (5,250) 18,894 34,900

10. Dividends

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

£000's Six months
ended 30 June
2011
Six months
ended 30 June
2010
Year ended
31 December
2010
Final dividend for
2010 2.52p per share
5,460 - -
Interim dividend for
2010 2.31p per share
- - 4,988
Final dividend for
2009 2.19p per share
- 4,722 4,722
5,460 4,722 9,710

An interim divided in respect of the six months ended 30 June 2011 of 2.66p pence per share, amounting to a total dividend of £5,770,000 was approved by the Directors of RPS Group plc on 26 July 2011. These condensed consolidated interim financial statements do not reflect this dividend payable.

11. Note to the condensed consolidated cash flow statement

Six months ended
30 June
Six months ended
30 June
Year
ended
31 Dec
£000's 2011 2010 2010
Profit before tax 18,621 21,022 42,469
Adjustments for:
Interest payable and similar charges 1,365 2,137 4,025
Interest receivable (170) (73) (185)
Depreciation 3,890 3,749 7,556
Amortisation of acquired intangibles 4,844 2,333 5,524
Share based payment expense 1,146 1,517 1,626
Loss/(profit) on sale of
property, plant and equipment
94 6 (1,579)
Share of loss/(profit) of associates (24) 23 (335)
Revaluation of investment in associate (1,490) - -
(Increase) in trade and other receivables (3,015) (12,953) (7,981)
Increase in trade and other payables 2,417 3,310 6,754
Cash generated from operations 27,678 21,071 57,874

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 2011.

£000's At 1 January 2011 Cash flow Acquisitions Foreign exchange At 30 June 2011
Cash and cash equivalents 13,933 2,783 - (185) 16,531
Bank loans (41,816) (7,005) (1,210) 700 (49,331)
Finance lease creditor (3,654) 689 - (43) (3,008)
Net bank borrowings (31,537) (3,533) (1,210) 472 (35,808)

12. Principal risks and uncertainties

The nature of the principal risks and uncertainties faced by the Group have not changed significantly since the 2010 Report and Accounts was published. There are included on page 31 of the 2010 Report and Accounts and are summarised as follows:

Business Strategy - the risk of not delivering the Group's long-term strategy.

Business Continuity - the risk that in the event of an adverse occurrence the business operations will not be able to operate.

Financial and Commercial - the risk of performance falling short of expectations, including the reputational risk linked to quality of work.

Legal and Compliance - the risk of failing to comply with all relevant legislation and regulations as well as liabilities arising from trading activities which are not covered by professional indemnity insurance.

Health, Safety and Environment - the risk related to the safety of staff, clients, sub-contractors, members of the public and the environment.

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.

13. Related party transactions

There were no related party transactions required to be disclosed in the period.

14. 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 2011 in the year to date are based upon unaudited management accounts for the period January to June 2011. The Board considers market expectations for 2011 are best defined by taking the range of forecasts of profit before tax and amortisation for the full year published by analysts who consistently follow the Group. The current range of forecasts of which the Board is aware is £48.5 to £52.5 million. Nothing in this announcement should be construed as a profit forecast.

15. 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 2011, 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. 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 guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our 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 2011 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.

Ernst & Young LLP
Reading
28 July 2011

 

2014

Half Year Results for the six months ended 30 June 2011

28 July 2011

Interim Results for the six months ended 30 June 2011

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

2011 2010
H1 H1
Revenue (£m) 251.5 226.0 +11.3%
Fee income (£m) 212.9 192.5 +10.6%
Profit before taxation* (£m) 23.5 23.4 + 0.5%
Earnings per share* (basic) (p) 7.67 7.52 + 2.0%
Operating cash flow (£m) 27.7 21.1 +31.4%
Dividend per share (p) 2.66 2.31 +15.2%
Statutory profit before tax (£m) 18.6 21.0 -11.4%
Statutory earnings per share (basic) (p) 6.05 6.75 -10.4%

*before amortisation of intangible assets of £4.8 million (2010 H1: £2.3 million)

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

"Our strategy of the last decade has been to diversify our range of activities and geographical reach into potential growth areas. This has resulted in a successful rebalancing of Group activities, enabling us to come through the exceptionally challenging market conditions of recent years in good shape.

Our first half results were as anticipated and confirm that some parts of the Group's business are growing again, whilst others still face significant economic headwinds. The Group's performance in this period was also affected by a combination of the severe weather in Australia, a slow resumption of deep water drilling in the Gulf of Mexico and political unrest in the Middle East and North Africa (MENA).

The second half should see an improved performance, as the impact of these exceptional events reduces, with continued growth from our energy and environmental management activities, including a larger contribution from the three acquisitions made in the first half. This should enable market expectations for 2011 to be achieved.

Although significant uncertainties are still apparent in property development markets internationally, we remain of the view this is likely to mark the beginning of a new period of growth for RPS. The pace of that growth remains, in significant part, dependant upon factors external to the Group".

28 July 2011

 

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

 

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

RPS remains well positioned in markets of fundamental importance to the global economy, with long term growth potential. Despite continuing global economic and financial uncertainty, some of these are beginning to show signs of sustainable recovery. As announced previously, Group trading in the first part of the year was held back by the disruptive effect of flooding and cyclones in Australia, the slow resumption of deep water drilling in the Gulf of Mexico and political disruption in MENA, particularly Libya.

Profit before tax and amortisation of acquired intangibles was £23.5 million (2010: £23.4 million). Basic earnings per share (before amortisation) were 7.67 pence (2010: 7.52 pence). The underlying contribution of each segment to divisional profit was:

(£m) 2011 2010
H1 H1
Energy 14.3 12.1 +18%
Planning and Development 8.0 13.1 -39%
Environmental Management 5.7 5.0 +14%
Total 28.0 30.2

*before amortisation of acquired intangible assets of £4.8 million (2010: £2.3m)
and before reorganisation costs of £0.1 million (2010: £2.0 million cost)

Cash Flow, Funding and Dividend

Conversion of profit into cash continued at an encouraging level and our balance sheet remains strong. After funding acquisition investment of £14.3 million, net bank borrowings at 30 June were £35.8 million (31 December 2010: £31.5 million). Our committed bank facilities of £125 million are in place until July 2013.

The Board remains confident about the Group's financial strength and has, once again, increased the interim dividend by 15% to 2.66 pence per share (2010: 2.31 pence) payable on 20 October 2011 to shareholders on the register on 23 September 2011.

Acquisitions

During the course of the first half we completed three acquisitions. On 18 February 2011 we announced the acquisition of Evans-Hamilton Incorporated ("EHI"), a US based business, for a maximum consideration of US $8.67 million (£5.4 million). It provides oceanographic consulting and marine environment measurement services, as well as carrying out environmental and coastal process studies and assisting clients with offshore environmental compliance.

On 2 March 2011 we announced the acquisition of Nautilus Ltd and Nautilus World Ltd (together "Nautilus"), a UK/US based business providing geosciences and petroleum engineering training to the oil and gas industry, for a maximum consideration of £18.6 million.

On 6 May we announced we had acquired the 50% of Terranean Mapping Technologies Pty Ltd ("Terranean") we did not own, for a maximum consideration of $A2.7 million (£1.7 million). Terranean is a market leader in Australia in high technology surveying, mapping and geographical information systems. As a result of this transaction we are required to revalue upwards the 50% of Terranean we owned previously by £1.5 million.

EHI and Nautilus have been successfully integrated into our Energy business, whilst Terranean now forms an integral part of the Planning and Development business in Australia. Discussions with potential vendors in respect of further acquisitions are continuing.

Markets and Trading

Energy

We provide internationally recognised consultancy services to the oil and gas industries from bases in the UK, USA, Canada, Australia, Asia Pacific, which act as regional hubs for projects undertaken in many other countries. The first half results showed encouraging growth despite man-made and political disruption in the Gulf of Mexico and MENA:

2011 2010
H1 H1
Fee income (£m) 85.5 71.3
Underlying profit* (£m) 14.3 12.1
Margin % 16.8 17.0

*before amortisation of acquired intangible assets of £2.8 million (2010: £0.7m)
and before reorganisation costs of £0.5 million (2010: £0.0 million)

Conditions in both the traditional and unconventional oil and gas sectors were encouraging. Our good relationship with the financial services sector continued to bring forward high quality work related to transactions and valuations. Encouragingly, we seem to have moved into the expansionary phase of the cycle. We are, however, beginning to experience resource and cost pressures. Deep water drilling in the Gulf of Mexico has recently resumed. We expect to benefit increasingly from this in the coming months as our clients define project timing. We still anticipate client activity internationally will continue to build during the remainder of the year and expect our Energy business to achieve good growth for the full year.

Planning and Development

Within these businesses we provide market leading consultancy services in respect of town and country planning, building, landscape and urban design, transport planning and environmental assessment. The results in the first half were held back by severe weather in Australia and continuing subdued levels of activity in property and public sector infrastructure development internationally:

2011 2010
H1 H1
Fee income (£m) 87.5 89.0
Underlying profit* (£m) 8.0 13.1
Margin % 9.2 14.7

*before amortisation of acquired intangible assets of £1.8 million (2010: £1.5 million)
and before reorganisation net income of £0.5 million (2010: £1.7 million cost)

Australia

The results for the period reflect the floods in January, followed immediately by cyclones. These significantly disrupted the Australian economy and the activities of many of our clients in the early months of the year. In the second quarter some of those clients re-established project activity somewhat earlier than previously anticipated. Infrastructure development markets related to energy and other natural resources projects, remained encouraging, although there have been operational delays in progressing some aspects of larger projects off the West Coast. Activity in the commercial development market continued to be subdued, primarily due to lack of project funding resulting from the continuing effects of the global financial crisis. Overall, we continue to expect an improved performance in the second half.

2011 2010
H1 H1
Fee income (£m) 42.2 34.3
Underlying profit* (£m) 4.7 6.5
Margin % 11.1 18.9

*before amortisation of acquired intangible assets of £1.4 million (2010: £1.0 million)
and before reorganisation net income of £1.4 million (2010: £1.1 million cost)

UK and Ireland

The process of developing the management and marketing activities in this merged business has proceeded satisfactorily, enabling further business opportunities to be identified and efficiency savings to be made. The results for the period have, therefore, been impacted by further reorganisation costs:

2011 2010
H1 H1
Fee income (£m) 45.3 54.7
Underlying profit* (£m) 3.3 6.6
Margin % 7.3 12.0

*before amortisation of acquired intangible assets of £0.4 million (2010: £0.4 million)
and before reorganisation costs of £0.9 million (2010: £0.5 million)

In the UK, after a slow start to the year, activity showed some improvement at the end of the first quarter. In the second quarter the market became subdued once again, although in recent weeks we have secured encouraging volumes of new business. We continue to focus on those markets and clients which have funded and fundable projects, such as the provision of energy infrastructure. Although the weak economic recovery remains a material constraint upon our activity levels, we are well positioned for recovery when it occurs. In Ireland, our future is tied closely to the financial situation and, therefore, the final resolution of the eurozone problems. Activity in the first quarter was reasonably encouraging. However, as a result of continuing poor economic and financial circumstances, further reductions in public sector spending have been made by the Government. In response to this we have reduced our cost base further. This included the reduction of rented office space, which required one off exit payments. The prospects for this business remain difficult to determine whilst external factors are so uncertain.

Environmental Management

This business provides consultancy services in respect of health, safety, risk, water and property management in the UK and the Netherlands. The first half results showed encouraging growth:

2011 2010
H1
Fee income (£m) 41.3 33.9
Underlying profit* (£m) 5.7 5.0
Margin % 13.7 14.7

*before amortisation of acquired intangible assets of £0.2m (2010: £0.2 million)
and before reorganisation costs of £0.1m (2010: £0.3 million)

Despite coming under significant pricing pressure, these businesses have delivered an excellent trading performance and sustained a good margin. We have begun to benefit from increasing AMP5 investment from our UK water company clients, related particularly to the difficulties a number have had meeting challenging environmental targets. Our health and safety, occupational health and risk management (particularly in the nuclear and defence sectors) activities remain at an encouraging level. Our Dutch business also performed well, benefiting from the stabilisation of the economy. Overall, it still appears we are likely to achieve good growth in this segment of the Group in the current year.

Group Prospects

As the impact of the severe weather in Australia reduces, as deep water drilling activity in the Gulf of Mexico increases and the acquisitions made in February and March continue to contribute, the second half should produce growth sufficient to enable current market expectations for 2011 to be achieved. Subject to economic recovery continuing and supporting the markets in which we operate, this should provide a platform for further progress in 2012.

Board of Directors
RPS Group plc

28 July 2011

 

Condensed consolidated income statement

Notes Six months
ended
30 June
Six months ended
30 June
Year
ended 31
December
2011 2010 2010
£000's unaudited unaudited audited
Revenue 3 251,518 225,966 461,830
Recharged expenses 3 (38,663) (33,438) (68,568)
Fee income 3 212,855 192,528 393,262
Operating profit 3 19,816 23,086 46,309
Finance costs (1,365) (2,137) (4,025)
Finance income 170 73 185
Profit before tax and amortisation of acquired intangibles 23,465 23,355 47,993
Amortisation of acquired intangibles (4,844) (2,333) (5,524)
Profit before tax 18,621 21,022 42,469
Tax expense 4 (5,586) (6,559) (10,733)
Profit for the period attributable to equity
holders of the parent
13,035 14,463 31,736
Basic earnings per share (pence) 5 6.05 6.75 14.78
Diluted earnings per share (pence) 5 6.00 6.68 14.69
Basic earnings per share before amortisation of acquired intangibles (pence) 5 7.67 7.52 15.79
Diluted earnings per share before amortisation of acquired intangibles (pence) 5 7.61 7.44 15.69

 

Condensed consolidated statement of comprehensive income

Six months
ended
30 June
Six months ended
30 June
Year
ended
31 December
2011 2010 2010
£000's unaudited unaudited audited
Profit for the period 13,035 14,463 31,736
Other comprehensive income:
Exchange differences 4,738 (4,357) 6,978
Tax recognised directly in equity 188 (42) 85
Total recognised comprehensive income for the period attributable to equity holders of the parent 17,961 10,064 38,799

 

Condensed consolidated balance sheet

As at
30 June
As at
30 June
As at
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Assets
Non-current assets
Intangible assets 345,418 297,848 314,621
Property, plant and equipment 29,417 27,870 28,107
Investments 41 190 447
374,876 325,908 343,175
Current assets
Trade and other receivables 169,921 153,882 158,766
Cash at bank 17,855 11,620 13,933
187,776 165,502 172,699
Liabilities
Current liabilities
Borrowings 2,973 1,615 1,744
Deferred consideration 13,629 12,324 9,873
Trade and other payables 99,513 74,277 86,971
Corporation tax liabilities 2,836 5,305 2,618
Provisions 2,612 1,010 1,768
121,563 94,531 102,974
Net current assets 66,213 70,971 69,725
Non-current liabilities
Borrowings 50,690 50,942 43,726
Deferred consideration 13,404 10,250 8,661
Other creditors 1,247 1,718 1,052
Deferred tax liabilities 14,364 10,361 11,291
Provisions 2,998 2,626 3,177
82,703 75,897 67,907
Net assets 358,386 320,982 344,993
Equity
Share capital 8 6,530 6,494 6,516
Share premium 102,911 100,375 101,941
Other reserves 9 49,339 34,900 45,581
Retained earnings 199,606 179,213 190,955
Total shareholders' equity 358,386 320,982 344,993

 

Condensed consolidated balance sheet

As at
30 June
As at
30 June
As at
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Assets
Non-current assets
Intangible assets 345,418 297,848 314,621
Property, plant and equipment 29,417 27,870 28,107
Investments 41 190 447
374,876 325,908 343,175
Current assets
Trade and other receivables 169,921 153,882 158,766
Cash at bank 17,855 11,620 13,933
187,776 165,502 172,699
Liabilities
Current liabilities
Borrowings 2,973 1,615 1,744
Deferred consideration 13,629 12,324 9,873
Trade and other payables 99,513 74,277 86,971
Corporation tax liabilities 2,836 5,305 2,618
Provisions 2,612 1,010 1,768
121,563 94,531 102,974
Net current assets 66,213 70,971 69,725
Non-current liabilities
Borrowings 50,690 50,942 43,726
Deferred consideration 13,404 10,250 8,661
Other creditors 1,247 1,718 1,052
Deferred tax liabilities 14,364 10,361 11,291
Provisions 2,998 2,626 3,177
82,703 75,897 67,907
Net assets 358,386 320,982 344,993
Equity
Share capital 8 6,530 6,494 6,516
Share premium 102,911 100,375 101,941
Other reserves 9 49,339 34,900 45,581
Retained earnings 199,606 179,213 190,955
Total shareholders' equity 358,386 320,982 344,993

 

Condensed consolidated cash flow statement

 

Six months
ended 30
June
Six months
ended 30
June
Year ended
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Cash generated from operations 11 27,678 21,071 57,874
Interest paid (1,143) (2,080) (4,507)
Interest received 170 73 185
Income taxes paid (6,764) (8,479) (14,384)
Net cash from operating activities 19,941 10,585 39,168
Cash flows from investing activities
Purchases of subsidiaries net of cash acquired (11,202) (2,465) (4,418)
Deferred consideration (3,111) (5,688) (13,626)
Purchase of property, plant and equipment (3,812) (3,713) (6,856)
Sale of property, plant and equipment 109 122 3,193
Dividends received 256 - 116
Net cash used in investing activities (17,760) (11,744) (21,591)
Cash flows from financing activities
Proceeds from issue of share capital 102 72 229
Purchase of own shares (356) - -
Proceeds from/(repayments of) bank borrowings 7,005 5,682 (5,022)
Payment of finance lease liabilities (689) (739) (1,491)
Dividends paid (5,460) (4,722) (9,710)
Payment of pre-acquisition dividend - - (694)
Net cash used in financing activities 602 293 (16,688)
Net increase/(decrease) in cash and cash equivalents 2,783 (866) 889
Cash and cash equivalents at beginning of period 13,933 13,691 13,691
Effect of exchange rate fluctuations (185) (1,205) (647)
Cash and cash equivalents at end of period 11 16,531 11,620 13,933
Cash and cash equivalents comprise:
Cash at bank 17,855 11,620 13,933
Bank overdraft (1,324) - -
Cash and cash equivalents at end of period 16,531 11,620 13,933

 

Condensed consolidated cash flow statement

Six months
ended 30
June
Six months
ended 30
June
Year ended
31 December
2011 2010 2010
£000's Notes unaudited unaudited audited
Cash generated from operations 11 27,678 21,071 57,874
Interest paid (1,143) (2,080) (4,507)
Interest received 170 73 185
Income taxes paid (6,764) (8,479) (14,384)
Net cash from operating activities 19,941 10,585 39,168
Cash flows from investing activities
Purchases of subsidiaries net of cash acquired (11,202) (2,465) (4,418)
Deferred consideration (3,111) (5,688) (13,626)
Purchase of property, plant and equipment (3,812) (3,713) (6,856)
Sale of property, plant and equipment 109 122 3,193
Dividends received 256 - 116
Net cash used in investing activities (17,760) (11,744) (21,591)
Cash flows from financing activities
Proceeds from issue of share capital 102 72 229
Purchase of own shares (356) - -
Proceeds from/(repayments of) bank borrowings 7,005 5,682 (5,022)
Payment of finance lease liabilities (689) (739) (1,491)
Dividends paid (5,460) (4,722) (9,710)
Payment of pre-acquisition dividend - - (694)
Net cash used in financing activities 602 293 (16,688)
Net increase/(decrease) in cash and cash equivalents 2,783 (866) 889
Cash and cash equivalents at beginning of period 13,933 13,691 13,691
Effect of exchange rate fluctuations (185) (1,205) (647)
Cash and cash equivalents at end of period 11 16,531 11,620 13,933
Cash and cash equivalents comprise:
Cash at bank 17,855 11,620 13,933
Bank overdraft (1,324) - -
Cash and cash equivalents at end of period 16,531 11,620 13,933

 

Consolidated statement of changes in equity

£000's Share capital Share premium Retained earnings Other reserves
(Note 9)
Total equity
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 - - 13,223 4,738 17,961
Issue of new ordinary shares 14 970 (258) (624) 102
Purchase of own shares - - - (356) (356)
Share based payment expense - - 1,146 - 1,146
Dividends - - (5,460) - (5,460)
At 30 June 2011 6,530 102,911 199,606 49,339 358,386
Changes in equity during 2010
At 1 January 2010 6,457 98,238 169,254 39,519 313,468
Total comprehensive income for the period - - 14,421 (4,357) 10,064
Issue of new ordinary shares 37 2,142 (1,257) (262) 660
Share based payment expense - - 1,517 - 1,517
Expenses of issue of equity shares - (5) - - (5)
Dividends - - (4,722) - (4,722)
At 30 June 2010 6,494 100,375 179,213 34,900 320,982

 

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 2011 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 2010. They are in accordance with IAS 34. The condensed interim financial statements are unaudited but have been reviewed by the Company's auditors. The results for the year end 31 December 2010 and the balance sheet as at that date are abridged from the Company's Report and Accounts 2010 which have been delivered to the Registrar of Companies. The auditors' report on those accounts was unqualified, did not contain references to any matters to which the auditors drew attention by way of emphasis without qualifying the report and did not contain a statement under sections 498 (2) or 498 (3) of the Companies Act 2006.

The condensed interim financial statements do not constitute full 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 consider that the Group has 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 its financial statements.

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 4.2.7R 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 (CODM). 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 6 May 2011, the part of the Australian Energy business providing clients with environmental, climatic and oceanographic data is now the responsibility of the Australian Board. It is, therefore, now being managed as part of the Australia Planning and Development business, resulting in a restatement of the 2010 segment results.

The Group comprises the following business segments:

Planning and Development - consultancy services in the UK and Ireland and Australia relating to town and country planning, landscape and urban design, architecture, transport planning and highway design, environmental impact assessment and provision of water and waste utilities and energy infrastructure.

Environmental Management - consultancy services in the UK and the Netherlands related to property management, environmental science, the management of water resources and health, safety and risk management other than to the oil and gas sector.

Energy - the provision of a wide range of consultancy services including those related to health, safety and risk management, on an international basis, to the upstream oil and gas and offshore renewable energy sectors.

Segment results for the period ended 30 June 2011:

£000's Fees Recharged
Expenses
Intersegment
revenue
External
Revenue
Planning and
Development:
UK and Ireland 45,335 7,846 (1,347) 51,834
Australia 42,165 8,890 (334) 50,721
Intra P&D
eliminations
(4) - 4 -
Total Planning
and Development
87,496 16,736 (1,677) 102,555
Energy 85,503 17,882 (193) 103,192
Environmental
Management
41,284 4,797 (310) 45,771
Group eliminations (1,428) (752) 2,180 -
Total 212,855 38,663 - 251,518

 

£000's Underlying
profit
Reorganisation
costs
Amortisation
of acquired
intangibles
Segment
result
Planning and
Development:
UK and Ireland 3,326 (853) (418) 2,055
Australia 4,680 1,371 (1,388) 4,663
Total Planning
and Development
8,006 518 (1,806) 6,718
Energy 14,324 (488) (2,844) 10,992
Environmental
Management
5,652 (133) (194) 5,325
Total 27,982 (103) (4,844) 23,035

Revised segment results for the period ended 30 June 2010:

£000's Fees Recharged
expenses
Intersegment
revenue
External
revenue
Planning and
Development:
UK and Ireland 54,691 8,226 (817) 62,100
Australia 34,338 9,057 (425) 42,970
Intra P&D
eliminations
(2) - 2 -
Total Planning
and Development
89,027 17,283 (1,240) 105,070
Energy 71,306 12,357 (197) 83,466
Environmental
Management
33,868 3,937 (375) 37,430
Group eliminations (1,673) (139) 1,812 -
Total 192,528 33,438 - 225,966
£000's Underlying
profit
Reorganisation
costs
Amortisation
of acquired
intangibles
Segment
result
Planning and
Development:
UK and Ireland 6,584 (535) (418) 5,631
Australia 6,507 (1,127) (1,042) 4,338
Total Planning
and Development
13,091 (1,662) (1,460) 9,969
Energy 12,103 (1) (691) 11,411
Environmental
Management
4,980 (253) (182) 4,545
Total 30,174 (1,916) (2,333) 25,925
Group
reconciliation
£000's 30 June 2011 30 June 2010
Revenue 251,518 225,966
Recharged
expenses
(38,663) (33,438)
Fees 212,855 192,528
Underlying profit 27,982 30,174
Reorganisation
net income costs
(103) (1,916)
Unallocated
expenses
(3,219) (2,839)
Operating
profit before
amortisation
24,660 25,419
Amortisation (4,844) (2,333)
Operating profit 19,816 23,086
Finance costs (1,195) (2,064)
Profit before tax 18,621 21,022

Total segment assets were as follows:

£000's 30 June 2011 31 December 2010
Planning and Development:
UK and Ireland 184,036 184,542
Australia 107,991 114,988
Total Planning and Development 292,027 299,530
Energy 199,176 151,323
Environmental Management 67,458 61,245
Unallocated 3,991 3,776
Total 562,652 515,874

4. Income taxes

The tax charge for the period has been calculated using the expected tax rate for the year in each tax jurisdiction. These rates have been applied to the pre-tax profits estimated for each jurisdiction for the year ended 31st December 2011 to derive a Group consolidated effective tax rate for the year. This rate is 30.0% and has been applied to the Group pre tax profit for the 6 months ended 30th June 2011 (for the year ended 31 December 2010: 25.3%; for the six months ended 30 June 2010: 31.2%). The tax rate for the year ended 31 December 2010 was materially affected by Tax Law Amendment (2010 Measures No. 1) Act 2010 being enacted in Australia. The Group effective tax rate for 2010 excluding this material one-off impact was 29.4%.

5. 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 2011 2010 2010
Profit attributable to ordinary shareholders 13,035 14,463 31,736
000's
Weighted average number of
ordinary shares for the purposes
of basic earnings per share
215,590 214,383 214,737
Effect of employee share schemes 1,587 2,285 1,311
Weighted average number of
ordinary shares for the purposes
of diluted earnings per share
217,177 216,668 216,048
Basic earning per share (pence) 6.05 6.75 14.78
Diluted earnings per share (pence) 6.00 6.68 14.69

The directors consider that earnings per share before amortisation provides a more meaningful measure of the Group's performance than statutory earnings per share. The calculation of basic and diluted earnings per share before amortisation 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 on acquired intangible assets and the tax thereon 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
13,035 14,463 31,736
Amortisation of
acquired intangibles
4,844 2,333 5,524
Tax on amortisation
of acquired intangibles
(1,343) (675) (1,598)
Change in Australian tax law - - (1,754)
Adjusted profit attributable
to ordinary shareholders
16,536 16,121 33,908
Basic earnings before per
share before amortisation (pence)
7.67 7.52 15.79
Diluted earnings per share
before amortisation (pence)
7.61 7.44 15.69

6. Property, plant and equipment

During the six months ended 30 June 2011, the Group acquired assets with a cost of £4,744,000 (six months to 30 June 2010: £4,090,000), which includes £701,000 acquired through business combinations (six months to 30 June 2010: £334,000). Assets with a net book value of £204,000 were disposed of during the six months ended 30 June 2011 (six months ended 30 June 2010: £130,000).

7. Acquisitions

The Group has completed the following acquisitions to strengthen and broaden the skill base of the Group, during the first half of 2011:

Entity Date of
Acquisition
Place of
incorporation
Percentage
of entity
acquired
Nature of
business
acquired
Evans Hamilton Inc 17/02/2011 USA 100% Oceanographic
Consultancy
Nautilus Group 01/03/2011 UK/USA 100% Training
Terranean Mapping
Technology Pty
31/03/2011 Australia 50% Surveying

Their contributions to the Group's results for the period is given below:

£000's Revenue Operating profit
EHI 1,614 (49)
Nautilus 4,987 505
TMT 951 98

Had the Group acquired these entities on the first day of the period, the Group Revenue would have been £253,518,000 and the Group operating profit would have been £19,499,000.

The Group has allocated the net assets of its acquisitions provisional fair values as it did not have complete information at the date of approval of this interim report. Details of the carrying values of the acquired net assets and the provisional fair values assigned to them by the Group are as follows:

Intangible Assets
£000's Order
book
Customer
relationships
IP PPE Cash Other
assets
Other
liabilities
Net assets
acquired
Provisional fair values:
EHI 287 2,618 - 448 473 738 (3,268) 1,296
Nautilus 1,613 7,642 - 78 2,640 3,893 (10,085) 5,781
TMT 129 832 303 175 239 512 (907) 1,283
2,029 11,092 303 701 3,352 5,143 (14,260) 8,360

The total fair value of receivables acquired was £4,683,000. The gross contractual receivables acquired were £4,699,000 and £16,000 was estimated unreceivable.

The vendors of the acquired companies have entered into warranty arrangements with the Group. The total undiscounted cash flow that could be receivable by the Group is between £nil and £4,683,000 As the Group does not expect that these warranties will become receivable, it has not recognised an indemnification asset on acquisition.

£000s Fair
value of
original
invest
- ment
Initial
cash
consid
- eration
Deferred
cash
consid
-eration
Total
consid
-eration
Net assets
acquired
Goodwill
acquired
Tax
deductible
goodwill
EHI - 2,872 2,530 5,402 1,296 4,106 -
Nautilus - 10,550 8,061 18,611 5,781 12,830 1,084
TMT 1,699 1,132 567 3,398 1,283 2,115 -
1,699 14,554 11,158 27,411 8,360 19,051 1,084

The gain recognised on the revaluation to fair value of RPS's original 50% holding in Terranean Mapping was £1,490,000.

Deferred consideration is payable on the first, second and third anniversaries of the acquisitions of Nautilus and Terranean, and the first and second anniversaries of the acquisition of EHI, dependent on certain operational conditions being met. At the balance sheet date, the Group expects that these amounts will be paid in full.

The Group incurred acquisition-related costs of £506,000 (6 months to 30 June 2010: £141,000), which have been expensed through the consolidated income statement and included within reorganisation costs.

Goodwill represents the value of the accumulated workforce associated with these acquisitions.

£000's EHI Nautilus TMT HIB Aquaterra Boyd
Goodwill at 1 January 2011 - - - 379 4,409 3,720
Additions through acquisition 4,106 12,830 2,115 - - 15
Adjustments to
>opening balance sheet
- - - 3 (295) -
Foreign exchange gains and losses (4) 85 72 - 82 -
Goodwill at 30 June 2011 4,102 12,915 2,187 382 4,196 3,735

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

Prior period acquisitions

In the first half of 2010 RPS completed the acquisition of HIB Limited and Aquaterra Group. The provisional fair values allocated to the assets acquired have now been finalised.

8. Share Capital

2011
Number
000's
2011
£000's
2010
Number
000's
2010
£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 217,219 6,516 215,247 6,457
Issued under employee share schemes 436 14 925 28
Issued in respect of deferred
consideration related to acquisitions in prior years
- - 314 9
At 30 June 217,655 6,530 216,486 6,494

9. Other Reserves

£000's Merger
reserve
Employee
trust shares
Translation
reserve
Total other
reserves
Changes in equity during 2011
At 1 January 2011 21,256 (5,904) 30,229 45,581
Exchange differences - - 4,738 4,738
Issue of new shares - (624) - (624)
Purchase of own shares - (356) - (356)
At 30 June 2011 21,256 (6,884) 34,967 49,339
Changes in equity during 2010
At 1 January 2010 20,687 (4,419) 23,251 39,519
Exchange differences - - (4,357) (4,357)
Issue of new shares 569 (831) - (262)
At 30 June 2010 21,256 (5,250) 18,894 34,900

10. Dividends

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

£000's Six months
ended 30 June
2011
Six months
ended 30 June
2010
Year ended
31 December
2010
Final dividend for
2010 2.52p per share
5,460 - -
Interim dividend for
2010 2.31p per share
- - 4,988
Final dividend for
2009 2.19p per share
- 4,722 4,722
5,460 4,722 9,710

An interim divided in respect of the six months ended 30 June 2011 of 2.66p pence per share, amounting to a total dividend of £5,770,000 was approved by the Directors of RPS Group plc on 26 July 2011. These condensed consolidated interim financial statements do not reflect this dividend payable.

11. Note to the condensed consolidated cash flow statement

Six months ended
30 June
Six months ended
30 June
Year
ended
31 Dec
£000's 2011 2010 2010
Profit before tax 18,621 21,022 42,469
Adjustments for:
Interest payable and similar charges 1,365 2,137 4,025
Interest receivable (170) (73) (185)
Depreciation 3,890 3,749 7,556
Amortisation of acquired intangibles 4,844 2,333 5,524
Share based payment expense 1,146 1,517 1,626
Loss/(profit) on sale of
property, plant and equipment
94 6 (1,579)
Share of loss/(profit) of associates (24) 23 (335)
Revaluation of investment in associate (1,490) - -
(Increase) in trade and other receivables (3,015) (12,953) (7,981)
Increase in trade and other payables 2,417 3,310 6,754
Cash generated from operations 27,678 21,071 57,874

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 2011.

£000's At 1 January 2011 Cash flow Acquisitions Foreign exchange At 30 June 2011
Cash and cash equivalents 13,933 2,783 - (185) 16,531
Bank loans (41,816) (7,005) (1,210) 700 (49,331)
Finance lease creditor (3,654) 689 - (43) (3,008)
Net bank borrowings (31,537) (3,533) (1,210) 472 (35,808)

12. Principal risks and uncertainties

The nature of the principal risks and uncertainties faced by the Group have not changed significantly since the 2010 Report and Accounts was published. There are included on page 31 of the 2010 Report and Accounts and are summarised as follows:

Business Strategy - the risk of not delivering the Group's long-term strategy.

Business Continuity - the risk that in the event of an adverse occurrence the business operations will not be able to operate.

Financial and Commercial - the risk of performance falling short of expectations, including the reputational risk linked to quality of work.

Legal and Compliance - the risk of failing to comply with all relevant legislation and regulations as well as liabilities arising from trading activities which are not covered by professional indemnity insurance.

Health, Safety and Environment - the risk related to the safety of staff, clients, sub-contractors, members of the public and the environment.

The Board keeps under review the potential effect of economic circumstances. The continuing uncertainty in the global economic outlook inevitably increases the