Half Yearly Report

RNS Number : 0410M

Fisher (James) & Sons plc

20 August 2013

 



20 August 2013

James Fisher and Sons plc

Interim Results 2013

James Fisher and Sons plc ("James Fisher"), the leading marine service provider, announces its results for the six months ended 30 June 2013.

	H1 2013	H1 2012	change
Group revenue	£200.7m	£188.3m	+ 7 %
Underlying operating profit *	£22.2m	£20.1m	+ 11 %
Underlying profit before tax *	£19.4m	£16.9m	+ 15 %
Underlying diluted earnings per share *	29.9p	26.1p	+ 15 %
Proposed interim dividend	6.46p	5.87p	+10 %
Statutory profit before tax	£18.6m	£16.8m	+11 %
Statutory diluted earnings per share	28.3p	25.9p	+ 9 %

* underlying profit excludes separately disclosed items

Highlights:

·      Strong performance reflects good growth across the divisions and the continued success of the Group's strategy to focus on niche, high growth marine services markets

·      Double digit growth in underlying profit before tax and diluted earnings per share

·      Cash conversion of 134% (H1 2012: 105%)

·      Marine Support increased underlying operating profit by 20% on 2012 (adjusted for TRE disposal)

·      Divex, the diving equipment supplier acquired in March, made an excellent initial contribution

·      Offshore Oil had a strong start, benefitting from good market conditions and equipment investments 

·      Tankships produced improved year on year result

·      The Board is recommending a 10% increase in the interim dividend to 6.46p per share (H1 2012: 5.87p per share)

Announced today:

·      Disposal of our 25% interest in Foreland for £11.4m in cash

·      Acquisition of Osiris for an initial consideration of £3.25m in cash

Post period-end:

·      Announced the appointment of two Non-Executive directors to the Board to take effect from 1 August 2013

·      James Fisher announced the revised definition of its reported operating segments on 17 July 2013, which better reflects the nature of the Group's businesses following the acquisition of Divex

Commenting on the results, Chief Executive Officer Nick Henry said:

"James Fisher benefitted from good market conditions in both Marine Support and Offshore Oil driven by demand for our specialist services around the world.  Looking ahead, we expect stronger revenue growth in the second half when compared with the first, led by our Offshore Oil businesses which are enjoying buoyant demand for their services in both the North Sea and internationally. To date in the second half, the Group is trading to management expectations and continues to be well placed to deliver further value to our shareholders."

For further information:

James Fisher and Sons plc	Nick Henry Stuart Kilpatrick	Chief Executive Officer Group Finance Director	020 7614 9508
FTI Consulting	Richard  Mountain Sophie McMillan		020 7269 7291

James Fisher and Sons plc ("James Fisher")

Interim Results for the six months ended 30 June 2013

Chairman's Statement

For the six months ended 30 June 2013

I am pleased to report that the Group had another strong trading result in the first half of 2013.   Compared to the prior period, revenue grew by 7% to £200.7m and underlying operating profit increased 11% to £22.2m.  We saw faster growth of 15% in underlying profit before taxation of £19.4m and diluted earnings per share of 29.9 pence per share.  This strong performance reflected good underlying growth across the Group's businesses as well as a reduction in interest charges following the sale of our TRE subsidiary at the end of last year.

Following the acquisition of Divex Limited announced in March and the disposal of our shareholding in Foreland, announced today, we have revised the segmental format used to report our results.  Our submarine rescue Defence business is now reported together with Divex and our Nuclear business in Specialist Technical. Our Fendering, Strain and Maritime Services businesses have been separated into a new Marine Support segment.

Our Marine Support businesses produced a strong result in the first half with underlying operating profit up approximately 20% after adjustment for the TRE disposal.  The overall result reported for Specialist Technical was flat, but within this, Divex made an excellent initial contribution in the four months since its acquisition, offsetting a continued weak performance in our defence project work and a lower result at Foreland. Offshore Oil had a strong start to the year benefitting from the investment the Group has made in new equipment for this sector and good market conditions.  Tankships continued the positive trend seen in 2012 with a further improvement in its results for 2013.

At the strategic level, the Group acquired Divex Limited, a leading equipment supplier to the saturated diving market, for an initial consideration of £20.8m.  This business, together with our existing submarine rescue activities, will form a strong niche player in both the commercial and defence subsea sectors.  We announced today the disposal of our 25% interest in Foreland for £11.4m in cash with potential further consideration payable when Foreland sells certain assets.  Foreland contributed £1.6m to Group pre-tax profit in 2012.  This private finance initiative business decreased in scale in 2012 following the government's Defence review, leading the Board to conclude that it was better to release the capital tied up for reinvestment into faster growing areas of the Group.

Looking forward, we would expect revenue growth for the Group in the second half to increase compared with the first, led by our Offshore Oil businesses which are seeing strong demand for their services both in the North Sea and internationally.  We would also expect a marked improvement in the year-on-year performance of Specialist Technical with our Nuclear and Subsea businesses having won significant new contracts in the first half.  By contrast, growth in our Marine Support and Tankships businesses will slow compared with the increases achieved in the first half. 

The continued positive outlook for the Group has led the Board to increase the interim dividend by 10% to 6.46 pence per share.

We have recently announced the appointment of two new Non- Executive Directors to the Board:  David Moorhouse (formerly Executive Chairman of Lloyds Register) and Michael Salter (formerly Chief Operating Officer at Abbott Group plc).  Together they will strengthen the Board's insight into the oil and gas sectors and provide a full replacement to the technical and maritime knowledge which Maurice Storey brought to the Board.  Maurice will retire later this year and I would like to thank him for the significant contribution which he has made to the Board over the past nine years.

The Group is trading to management expectations in the second half and continues to be well placed to deliver further value to our shareholders.

Operating and Financial Review

Introduction

Group revenue increased by 7% in the first half of 2013 to £200.7m (2012: £188.3m). Underlying operating profit increased by 11% to £22.2m (2012: £20.1m) and underlying profit before tax and diluted earnings per share were each 15% higher than last half year. Since December last year, the Group sold a non-core business, The Railway Engineering Company, for £25.5m and acquired the diving equipment business, Divex Limited, for an initial consideration of £20.8m.

Strategy

James Fisher has pursued a consistent strategy in recent years of driving growth in its marine services with focus on the fast growing regions of the world rather than the more mature markets which prevail in Europe and North America.  The Company has developed a range of niche marine operational and engineering services which it aims to grow internationally.  Such niche services typically command margins in excess of 10% and returns on capital in excess of 15%, while being cash generative.

Having developed a broad range of such niche capabilities in the marine and offshore markets, the Group can now integrate these into contract packages for our major customers.  Demand for this type of service has been expanding particularly in the fast growing regions of Asia Pacific, Africa and South America.  The Group intends to build this business going forward in a balanced way, taking into account the operational and country risks involved.

Organic development has driven over 65% of our growth in profits in the past nine years. Investing in our businesses to continue their development will remain our main focus going forward.  We will also continue to evaluate for further bolt-on acquisition opportunities which meet our niche criteria and where these will strengthen and broaden our range of services to our multinational customers.

The Group has a strong and stable divisional management team who have a wealth of expertise and experience in their fields.  Their entrepreneurial drive combined with the commercial and financial support from the centre has produced this consistent growth.

Marine Support

H1 2013 underlying profit: £9.4m (H1 2012: £8.8m)

Underlying profits in marine support increased by 7% compared with prior year.  Adjusting for the TRE business that was sold in December 2012, profits were approximately 20% ahead.  Revenue declined by 4% reflecting the strong comparator in the first half of 2012, which was boosted by a significant floating production, storage and offloading (FPSO) contract in Angola, previously highlighted.

Ship to ship oil transfer services saw a further period of organic growth, particularly in the Asia Pacific region.  Significant new contract wins were gained in mooring applications for both maintenance and new FPSO operations and for strain monitoring applications, including the new Forth Bridge construction.

Our contract to supply vessels and diving services in Angola produced a financial performance in line with expectations.  Our announcement today of the purchase of Osiris Marine extends our services to the UK renewables sector where we have landed some initial contracts.

Specialist Technical

H1 2013 underlying profit: £3.7m (H1 2012: £3.8m)

Our nuclear business had a strong first half producing growth over 2012 after allowance for the one-off London Olympics contract in 2012.  This reflects contract gains both in decommissioning and operations. These included contracts with Dounreay and the Atomic Weapons Authority (AWE) which further extend our customer base.

The acquisition of Divex in March has provided new opportunities with James Fisher Defence in both service contracts and projects.  The service contracts with the UK Ministry of Defence, the Royal Australian Navy and the Singapore Navy have continued to perform well.  The project to produce a deep saturation diving system for the Russian Navy is nearing completion.  The Division has a strong ongoing order book with two saturated diving systems for delivery in 2015 and 2016.

The sale of our 25% shareholding in Foreland, the private finance initiative which provides and operates 6 military roll-on roll-off vessels for the Ministry of Defence, has been completed for £11.4m in cash and potential further consideration.  Further proceeds are contingent on the sale of 2 vessels by Foreland.  The proceeds will be utilised to fund further bolt-on acquisitions and capital investment.

Offshore Oil

H1 2013 underlying profit: £9.0m (H1 2012: £7.8m)

The Offshore Oil Division has had another strong start to the year with revenues increasing by 21% and profits by 15%.  This reflects the benefit of capital investments in new equipment made in 2012 and the buoyant markets in the North Sea and the growing markets in Latin America, West Africa and Asia Pacific.

Two contracts have been won in Brazil with major Oil & Gas suppliers for the largest well testing contract in the world for Petrobras.  Further capital investment is being undertaken to service these contracts which will drive growth in 2013 and future years.

Tankships

H1 2013 underlying profit: £1.7m (H1 2012: £1.2m)

The Tankships market has continued to be stable, with profits increasing through the further rationalisation of tonnage rather than any improvement in the underlying demand in the UK or Ireland.

The results have benefitted from the charter of two vessels to the Ministry of Defence which will last until December.

m.v. Steersman, whose charter was due to expire in March 2013, was sold on behalf of the owners in January. This vessel was the last of the 6,000 tonne vessels in our fleet.  Two new vessels, King Fisher and Knight Fisher, have been taken into the fleet in July under an arrangement without a commitment to the high fixed cost of a charter.

Restatement of results

Following a change to the pension accounting rules, the prior period has been restated reducing reported underlying profit by £0.2m in the six months ended 30 June 2012.

Separately disclosed items

In March the Group acquired Divex Limited and its subsidiaries.  Costs incurred in making this acquisition of £0.7m and the amortisation of intangible assets that arose on this and previous acquisitions of £0.2m (2012: £0.1m) are disclosed separately to give a better view of the underlying performance of the Group.

Taxation

The effective tax rate on underlying profit before tax in the period was 20.1% (2012: 18.9%). The rate is lower than the standard UK rate of 23.5% due to the Group having operations in certain overseas countries which have lower tax rates than the UK and due to its Tankships' division which is taxed on a tonnage basis rather than on profitability. 

Earnings per share

Underlying diluted earnings per share, which excludes separately disclosed items, increased by 15% in the period to 29.9p per share.  This is greater than the increase in underlying operating profit due to reduced interest costs in the period as borrowings were lower in 2013 and pension interest charges were lower. Diluted earnings per share after separately disclosed items was 28.3p per share (2012: 25.9p).

Dividends

The Board is recommending a 10% increase to the interim dividend for the period to 6.46p per share (2012: 5.87p) payable on 1 November 2013 to shareholders on the register on 4 October 2013.   

Cash flow and borrowings

Summary cash flow	H1 2013	H1 2012
	£m	£m
underlying operating profit *	22.2	20.1
depreciation	8.6	7.7
underlying ebitda *	30.8	27.8
working capital	0.4	(3.7)
pension contributions	(2.5)	(2.5)
joint venture dividend less profit	(0.2)	(0.9)
other	1.4	0.4
operating cash	29.9	21.1
interest paid	(1.6)	(2.7)
tax paid	(3.7)	(1.3)
net capital expenditure	(12.8)	(10.6)
businesses acquired	(15.2)	-
dividends paid to shareholders	(5.9)	(5.3)
other	(3.7)	(1.4)
net	(13.0)	(0.2)
net debt at 1 January	(63.1)	(98.8)
net debt at 30 June	(76.1)	(99.0)
* before separately disclosed items

Net borrowings increased by £13.0m since 31 December 2012 to £76.1m (30 June 2012: £99.0m). The Group's cash conversion, the ratio of operating cash to operating profit was 134% (2012: 105%) as underlying ebitda (earnings before interest, tax, depreciation, amortisation and separately disclosed items) increased by 11% to £30.8m (2012: £27.8m). Working capital benefitted from £3.0m advance contract payment on 30 June 2013.  Operating cash of £29.9m funded interest and tax payments of £5.3m, further investment in capital expenditure of £12.8m, dividends of £5.9m and other payments of £3.7m.

On 5 March 2013, the Group acquired Divex Limited for an initial consideration of £20.8m, which after costs of £0.7m and net of cash acquired with the business of £6.3m resulted in a cash outflow of £15.2m.

At 30 June 2013, the ratio of net borrowings (including guarantees) to earnings before interest, tax, depreciation and amortisation (ebitda) was 1.4 times (2012: 1.9 times). Net gearing, the ratio of net debt to equity, was 45% (2012: 72%).

Balance sheet

	30 June 2013	30 June 2012
	£m	£m
Intangible assets	111.4	93.8
Other assets	123.8	120.5
Working capital	52.4	57.2
Other liabilities	(43.1)	(34.8)
	244.5	236.7
Borrowings	76.1	99.0
Equity	168.4	137.7
	244.5	236.7

The balance sheet at 30 June 2013 shows an increase in intangible assets following the acquisition of Divex in March 2013 which is partly offset by increased other liabilities due to deferred consideration accruals for this business.  Net borrowings have decreased by £22.9m in the period and shareholders' equity increased by £30.3m reflecting profitability since June 2012 and the sale of The Railway Engineering Company in December 2012 for £25.5m which realised a gain of £20.9m.

Pensions

The majority of the Group's pension arrangements are defined contribution arrangements where the company's liability is limited to the contributions it agrees on behalf of each employee. As a consequence of its history in shipping the Group is required to contribute to industry-wide Merchant Navy Pension Funds. The trustees of the Officers fund (MNOPF) have finalised the March 2012 triennial valuation of the scheme's deficit which has resulted in an increased obligation in the period of £4.4m.

We reported a potential liability notified to the Group by the trustees of the Ratings fund (MNRPF) in our Annual Report. We have no further information on this to date.

Total defined benefit pension deficits at 30 June 2013 were £29.7m (2012: £29.8m). The annual instalment on pension schemes in 2013 is expected to be £4.9m (2012: £4.8m).

N P Henry	S C Kilpatrick
19 August 2013	19 August 2013

Directors' Responsibilities

We confirm to the best of our knowledge:

The interim financial report has been prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the European Union.

The interim management report includes a fair review of the information required by:

(a)     DTR 4.2.7R of the "Disclosure and Transparency Rules", being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

(b)     DTR 4.2.8R of the "Disclosure and Transparency Rules", being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during the period; and any changes in the related party transactions described in the last annual report that could do so.

N P Henry

Chief Executive Officer

S C Kilpatrick

Group Finance Director

For and on behalf of the Board of Directors

19 August 2013

CONDENSED CONSOLIDATED INCOME STATEMENT

for the six months ended 30 June 2013

			2013		2012		2012
		Note	Six months ended		Six months ended		Year ended
			30 June		30 June		31 December
			£000		restated		restated
					(note 5)		(note 5)
					£000		£000
Revenue			200,684		188,313		363,338
Cost of sales			(177,004)		(166,124)		(326,182)
Gross profit			23,680		22,189		37,156
Administrative expenses			(4,265)		(4,296)		(8,597)
Share of post  tax results of joint ventures			1,974		2,039		3,082
Operating profit			21,389		19,932		31,641
Analysis of operating profit:
	Underlying operating profit		22,248		20,051		41,149
	Separately disclosed items	4	(859)		(119)		(9,508)
Profit on sale of subsidiaries			-		-		20,896
Finance income			116		146		262
Finance costs			(2,931)		(3,301)		(6,422)
Profit before tonnage and income tax			18,574		16,777		46,377
Analysis of profit before tonnage and income tax:
	Underlying profit before tax		19,433		16,896		34,989
	Separately disclosed items	4	(859)		(119)		11,388
Tonnage tax			(12)		(12)		(15)
Income tax		7	(3,867)		(3,146)		(6,297)
Total tonnage and income tax			(3,879)		(3,158)		(6,312)
Profit for the period			14,695		13,619		40,065
Attributable to:
Owners of the Company			14,294		12,963		39,466
Non-controlling interests			401		656		599
			14,695		13,619		40,065
Earnings per share
			pence		pence		pence
Basic		8	28.6		26.1		79.1
Diluted		8	28.3		25.9		78.5

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the six months ended 30 June 2013

	Note	2013		2012		2012
		Six months ended		Six months ended		Year ended
		30 June		30 June		31 December
				restated		restated
				(note 5)		(note 5)
		£000		£000		£000
Profit for the period		14,695		13,619		40,065
Other comprehensive income
Items that will never be reclassified to profit or loss
Defined benefit plan actuarial losses	5	(4,439)		(1,337)		(69)
Income tax on items that will never be reclassified to profit or loss		902		(32)		(310)
		(3,537)		(1,369)		(379)
Items that are or may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations		290		(803)		(219)
Net (loss)/profit on hedge of net investment in foreign operations		(366)		422		(436)
Effective portion of changes in fair value of cash flow hedges		(1,323)		408		1,193
Effective portion of changes in fair value of cash flow hedges
in joint ventures		554		(308)		(343)
Net change in fair value of cash flow hedges transferred to
profit or loss		947		(150)		(710)
Income tax on items that may be reclassified subsequently to profit or loss		(18)		(11)		31
Other comprehensive income for the period, net of income tax		84		(442)		(484)
Total comprehensive income for the period attributable to equity holders		11,242		11,808		39,202
Attributable to:
Owners of the Company		10,805		11,146		38,608
Non-controlling interests		437		662		594
		11,242		11,808		39,202

CONDENSED CONSOLIDATED BALANCE SHEET

at 30 June 2013

		2013		2012		2012
		30 June		30 June		31 December
	Note	£000		£000		£000
Assets
Non current assets
Goodwill and other intangible assets		111,442		93,820		92,633
Property, plant and equipment		108,694		106,169		103,484
Investment in joint ventures		13,636		12,882		12,391
Financial assets		1,378		1,370		1,370
Deferred tax assets		4,046		2,434		2,759
		239,196		216,675		212,637
Current assets
Inventories		44,375		36,016		36,062
Trade and other receivables		99,157		101,247		91,405
Derivative financial instruments		218		306		790
Cash and short term deposits	6	32,849		26,477		18,339
		176,599		164,046		146,596
Total assets		415,795		380,721		359,233
Equity and liabilities
Capital and reserves
Called up share capital	8	12,525		12,481		12,517
Share premium		25,238		24,924		25,144
Treasury shares		(1,757)		(1,220)		(1,061)
Other reserves		3,480		3,463		3,432
Retained earnings		128,010		97,516		123,437
Shareholders' equity		167,496		137,164		163,469
Non-controlling interests		884		571		447
Total equity		168,380		137,735		163,916
Non current liabilities
Other payables		11,670		240		743
Retirement benefit obligations	5	29,671		29,766		27,061
Cumulative preference shares		100		100		100
Loans and borrowings		101,243		104,101		81,059
Deferred tax liabilities		1,091		1,141		933
		143,775		135,348		109,896
Current liabilities
Trade and other payables		88,976		78,443		76,769
Current tax		5,145		6,336		6,664
Derivative financial instruments		1,946		1,621		1,686
Loans and borrowings		7,573		21,238		302
		103,640		107,638		85,421
Total liabilities		247,415		242,986		195,317
Total equity and liabilities		415,795		380,721		359,233

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW

for the six months ended 30 June 2013

		2013		2012		2012
	Note	Six months ended		Six months ended		Year ended
		30 June		30 June		31 December
				restated		restated
				(note 5)		(note 5)
		£000		£000		£000
Profit before tax for the period		18,574		16,777		46,377
Adjustments to reconcile profit before tax to net cash flows
Depreciation and amortisation		8,553		7,703		16,450
Acquisition costs and amortisation of acquired intangibles		859		119		276
Profit on sale of property, plant and equipment		(357)		(128)		(670)
Impairment of non - current assets		-		-		9,232
Profit on disposal of subsidiary		-		-		(20,896)
Finance income		(116)		(146)		(262)
Finance expense		2,931		3,301		6,422
Exchange loss/(gain) on loans		1,107		20		(639)
Share of profits of joint ventures		(1,974)		(2,039)		(3,082)
Share based compensation		606		497		1,192
Increase in trade and other receivables		(2,297)		(20,531)		(13,217)
Decrease/(increase) in inventories		3,599		(2,325)		(3,074)
(Decrease)/increase in trade and other payables		(894)		19,253		17,898
Additional defined benefit pension scheme contributions		(2,461)		(2,461)		(4,821)
Cash generated from operations		28,130		20,040		51,186
Cash outflow from acquisition costs		(711)		-		-
Income tax payments		(3,657)		(1,269)		(3,719)
Net cash from operating activities		23,762		18,771		47,467
Investing activities
Dividends from joint venture undertakings		1,774		1,090		4,584
Proceeds from the sale of property, plant and equipment		1,258		810		2,184
Finance income		116		146		262
Acquisition of subsidiaries, net of cash acquired	9	(14,536)		-		-
Proceeds from the sale of business		-		-		25,105
Acquisition of property, plant and equipment		(13,466)		(10,163)		(25,979)
Acquisition of investment in associates and joint ventures		-		-		(1,125)
Development expenditure		(634)		(1,182)		(2,500)
Net cash (used in) / from investing activities		(25,488)		(9,299)		2,531
Financing activities
Proceeds from the issue of share capital		102		-		256
Preference dividend paid		(2)		(2)		(3)
Finance costs		(1,690)		(2,783)		(4,836)
Purchase less sale of own shares by ESOP		(2,227)		(930)		(771)
Capital element of finance lease repayments		(197)		(200)		(394)
Proceeds from other non-current borrowings		26,211		37,400		37,789
Repayment of borrowings		-		(24,452)		(68,531)
Dividends paid		(5,917)		(5,339)		(8,267)
Net cash from / (used in) financing activities		16,280		3,694		(44,757)
Net increase in cash and cash equivalents		14,554		13,166		5,241
Cash and cash equivalents at beginning of period		18,339		13,575		13,575
Effect of exchange rate fluctuations on cash held		(44)		(264)		(477)
Cash and cash equivalents at end of period	6	32,849		26,477		18,339

CONDENSED CONSOLIDATED STATEMENT OF MOVEMENTS IN EQUITY

for the six months ended 30 June 2013

For the six months ended 30 June 2013
	Capital				Attributable to equity holders of parent
	Share		Share		Retained			Other		Treasury		Total	Non- controlling			Total
	capital		premium		earnings			reserves		shares	shareholders'			interests		equity
												equity
	£000		£000		£000			£000		£000		£000		£000		£000
At 1 January 2013	12,517		25,144		123,437			3,432		(1,061)		163,469		447		163,916
Profit for the period	-		-		14,294			-		-		14,294		401		14,695
Other comprehensive income for the period	-		-		(3,537)			48		-		(3,489)		36		(3,453)
Contributions by and distributions to owners
Ordinary dividends paid	-		-		(5,917)			-		-		(5,917)		-		(5,917)
Share-based compensation expense	-		-		606			-		-		606		-		606
Tax effect of share based compensation	-		-		658			-		-		658		-		658
Purchase of shares	-		-		-			-		(2,536)		(2,536)		-		(2,536)
Sale of shares	-		-		-			-		309		309		-		309
Arising on the issue of shares	8		94		-			-		-		102		-		102
	8		94		(4,653)			-		(2,227)		(6,778)		-		(6,778)
Transfer on disposal of shares	-		-		(1,531)			-		1,531		-		-		-
At 30 June 2013	12,525		25,238		128,010			3,480		(1,757)		167,496		884		168,380
For the six months ended 30 June 2012
	Capital				Attributable to equity holders of parent
	Share		Share		Retained			Other		Treasury		Total	Non- controlling			Total
	capital		premium		earnings			reserves		shares	shareholders'			interests		equity
					restated							equity				restated
					(note 5)											(note 5)
	£000		£000		£000			£000		£000		£000		£000		£000
At 1 January 2012	12,481		24,924		91,304			4,742		(1,681)		131,770		(91)		131,679
Profit for the period	-		-		12,963			-		-		12,963		656		13,619
Other comprehensive income for the period	-		-		(538)			(1,279)		-		(1,817)		6		(1,811)
Contributions by and distributions to owners
Ordinary dividends paid	-		-		(5,339)			-		-		(5,339)		-		(5,339)
Share-based compensation expense	-		-		497			-		-		497		-		497
Tax effect of share based compensation	-		-		20			-		-		20		-		20
Purchase of shares	-		-					-		(930)		(930)		-		(930)
	-		-		(4,822)			-		(930)		(5,752)		-		(5,752)
Transfer on disposal of shares	-		-		(1,391)			-		1,391		-		-		-
At 30 June 2012	12,481		24,924		97,516			3,463		(1,220)		137,164		571		137,735

NOTES TO THE CONDENSED CONSOLIDATED STATEMENTS

1          Basis of preparation

James Fisher and Sons Plc (the Company) is a limited liability company incorporated and domiciled in the United Kingdom, whose shares are listed on the London Stock Exchange. The condensed consolidated half yearly financial statements of the Company for the six months ended 30 June 2013 comprise the Company and its subsidiaries (together referred to as the Group) and the Group's interests in jointly controlled entities.

After making enquires, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly they continue to adopt the going concern basis in preparing the condensed consolidated financial statements.

The Group meets its day to day working capital requirements through operating cash flows with borrowings in place to fund acquisitions and capital expenditure. Movements on the Group's overall net debt position are shown in note 6. The Group has £38,153,000 of undrawn committed facilities at 30 June 2013.

The Group has two revolving credit facilities that are due for renewal in 2014. The Group had drawn down £35,400,000 of these facilities at 30 June 2013. Renewal negotiations will be opened with the banks in due course and the Group has not sought any written commitment that the facilities will be renewed. However, the Group has held discussions with its bankers about its future borrowing needs and no matters have been drawn to its attention to suggest the renewals will not be forthcoming on acceptable terms.

The consolidated financial statements of the Group for the year ended 31 December 2012 are available upon request from the Company's registered office at Fisher House, PO Box 4, Barrow-in-Furness, Cumbria LA14 1HR or at www.james-fisher.co.uk.

The half yearly financial information is presented in Sterling and all values are rounded to the nearest thousand pounds (£000) except where otherwise indicated.

Statement of compliance

The condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standard (IFRS) IAS 34 "Interim Financial Reporting" as adopted by the European Union (EU). As required by the Disclosure and Transparency Rules of the Financial Services Authority, the condensed consolidated set of financial statements has been prepared applying the accounting policies and presentation that were applied in the preparation of the Company's published consolidated financial statements for the year ended 31 December 2012 with the exceptions described below. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2012.

The comparative figures for the financial year ended 31 December 2012 are not the Company's statutory accounts for that financial year. Those accounts which were prepared under International Financial Reporting Standards (IFRS) as adopted by the EU (adopted IFRS), have been reported on by the Company's auditors and delivered to the Registrar of Companies. The report of the auditors was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

The half yearly report was approved for issue by the Board of Directors on 19 August 2013.

Significant accounting policies

With the exception of the matters set out below, the accounting policies applied by the Group in these condensed consolidated financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2012.

Presentation of items of other comprehensive income

In accordance with the revised requirements of IAS 1, the Group has modified the presentation of items of other comprehensive income in the condensed consolidated statement of other comprehensive income, to present separately items that would be reclassified to profit or loss in the future from those that would never be. The adoption of the amendment to IAS 1 has no impact on the recognised assets, liabilities and comprehensive income of the Group.

Fair value measurement

The measurement and disclosure requirements in relation to fair valuations including the fair values of financial instruments are now contained within a single accounting standard IFRS 13. Some of these disclosures are specifically required in interim financial statements for financial instruments; accordingly, the Group has included additional disclosures in this regard which are included in note 10.

Defined benefit plans

As referred to in note 1 of the Annual Report the Group has adopted the requirements of the amendments to IAS 19 Defined Benefit Plans from 1 January 2013.The long term employee benefit costs are new measured by applying the discount rate previously applied only to the gross liability to the net pension deficit. This results in a reduction in the return on the assets of the pension scheme which were previously calculated using a separate rate of return. The prior year statements have been restated to reflect this change. Application of the standard does not change the valuation of the net pension liability itself. Therefore the restatement relates only to the income statement and to the experience gains and losses recorded as actuarial movements in reserves, together with related tax charges. Further details are presented in note 5.

2          Accounting estimates and judgements

The preparation of half yearly financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements and for the year ended 31 December 2012.

3          Segmental information

Following the acquisition of Divex Limited on 5 March 2013, management has determined that the definition of reported operating segments should be revised to better reflect the nature of the Group's businesses. The new segments, which continue to be based on the products and services provided by the business, are defined as follows:

Marine Support - includes the hire and sale of large scale pneumatic fenders and ship to ship transfer services, and the design and supply of systems for monitoring strains and stress in structures.

Offshore Oil - manufacture and rental of equipment for the offshore oil and gas industry and the design and manufacture of specialist downhole tools and equipment for extracting oil.

Specialist Technical - provision of subsea services including submarine rescue and saturation diving including maintenance, asset management and consultancy services and non-destructive testing, decommissioning and remote operations and monitoring services predominantly to the nuclear industry.

Tankships - engaged in the sea transportation of clean petroleum products in North West Europe.

The main changes to the previous structure are:

-     The Fendering mooring and strain businesses are transferred out of the Specialist Technical segment into a new segment, Marine Support.    

-     The Defence segment together with Divex and the nuclear activities is included within Specialist Technical.

-     The Offshore Oil segment is unchanged and the Marine Oil division is renamed "Tankships".

The Board assesses the performance of the segments based on operating profit before central common costs, acquisition costs and amortisation of acquired intangible assets but after the Group's share of the post tax results of associates and joint ventures. The Board believes that such information is the most relevant in evaluating the results of certain segments relative to other entities which operate within these industries.

Inter segmental sales are made using prices determined on an arms length basis.

Six months ended
30 June 2013
		Marine	Offshore Oil		Specialist		Tankships			Corporate		Total
		Support			Technical
		£000		£000		£000		£000		£000		£000
Revenue
Segmental revenue		82,678		46,501		43,515		31,432		-		204,126
Inter segment sales		(2,035)		(136)		(1,271)		-		-		(3,442)
Group revenue		80,643		46,365		42,244		31,432		-		200,684
Underlying operating profit		9,410		8,997		3,712		1,670		(1,541)		22,248
Acquisition costs		-		-		(711)		-		-		(711)
Amortisation of acquired intangibles		(52)		(71)		(25)		-		-		(148)
Operating profit		9,358		8,926		2,976		1,670		(1,541)		21,389
Finance income												116
Finance costs												(2,931)
Profit before tonnage and income tax												18,574
Tonnage and income tax												(3,879)
Profit attributable to equity holders												14,695
Share of post  tax results of
joint ventures		970		-		1,004		-		-		1,974
Capital expenditure
Property, plant and equipment		2,332		7,720		1,909		932		274		13,167
Segment assets		100,922		133,609		63,411		48,641		55,576		402,159
Investment in joint ventures		8,381		-		5,255		-		-		13,636
Total assets		109,303		133,609		68,666		48,641		55,576		415,795
Segment liabilities		(33,165)		(17,564)		(15,009)		(18,214)		(163,463)	(247,415)
		76,138		116,045		53,657		30,427		(107,887)		168,380

Six months ended
30 June 2012
		Marine	Offshore Oil		Specialist		Tankships			Corporate		Total
		Support			Technical
		£000		£000		£000		£000		£000		£000
Revenue
Segmental revenue		85,181		38,632		35,951		31,209		-		190,973
Inter segment sales		(1,305)		(269)		(1,086)		-		-		(2,660)
Group revenue		83,876		38,363		34,865		31,209		-		188,313
Underlying operating profit		8,827		7,842		3,732		1,189		(1,539)		20,051
Amortisation of acquired intangibles		(25)		(69)		(25)		-		-		(119)
Operating profit		8,802		7,773		3,707		1,189		(1,539)		19,932
Finance income												146
Finance costs												(3,301)
Profit before tonnage and income tax												16,777
Tonnage and income tax												(3,158)
Profit attributable to equity holders												13,619
Share of post  tax results of
joint ventures		787		-		1,252		-		-		2,039
Capital expenditure
Property, plant and equipment		3,380		5,437		466		1,142		4		10,429
Segment assets		102,375		121,630		52,906		58,066		32,862		367,839
Investment in joint ventures		7,459		-		5,423		-		-		12,882
Total assets		109,834		121,630		58,329		58,066		32,862		380,721
Segment liabilities		(33,187)		(13,082)		(20,257)		(17,224)		(159,236)	(242,986)
		76,647		108,548		38,072		40,842		(126,374)		137,735

Year ended
31 December 2012
		Marine	Offshore Oil		Specialist		Tankships			Corporate		Total
		Support			Technical
		£000		£000		£000		£000		£000		£000
Revenue
Segmental revenue		159,826		83,694		62,748		61,824		-		368,092
Inter segment sales		(2,439)		(335)		(1,980)		-		-		(4,754)
Group revenue		157,387		83,359		60,768		61,824		-		363,338
Underlying operating profit		19,341		17,131		5,473		2,405		(3,201)		41,149
Impairment of vessels		(1,659)		-		-		(7,573)		-		(9,232)
Amortisation of acquired intangibles		(87)		(138)		(51)		-		-		(276)
Operating profit		17,595		16,993		5,422		(5,168)		(3,201)		31,641
Profit on sale of subsidiaries		20,896		-		-		-		-		20,896
Finance income												262
Finance costs												(6,422)
Profit before tonnage and income tax												46,377
Tonnage and income tax												(6,312)
Profit attributable to equity holders												40,065
Share of post  tax results of
joint ventures		798		-		2,284		-		-		3,082
Capital expenditure
Property, plant and equipment		8,950		12,912		1,616		2,558		64		26,100
Segment assets		98,709		127,732		44,030		49,313		27,058		346,842
Investment in joint ventures		7,710		-		4,681		-		-		12,391
Total assets		106,419		127,732		48,711		49,313		27,058		359,233
Segment liabilities		(31,711)		(14,553)		(14,258)		(16,534)		(118,261)	(195,317)
		74,708		113,179		34,453		32,779		(91,203)		163,916

4          Separately disclosed items

		2013		2012		2012
	Six months ended		Six months ended		Year ended
		30 June		30 June	31 December
		£000		£000		£000
Included in operating profit:
Impairment of vessels		-		-		(9,232)
Acquisition costs		(711)		-		-
Amortisation of acquired intangibles		(148)		(119)		(276)
		(859)		(119)		(9,508)
Included in profit before tax:
Profit on sale of subsidiary		-		-		20,896
		(859)		(119)		11,388

On 5 March 2013, the Group acquired Divex Limited for an initial consideration of £20,800,000. In accordance with the requirements of IFRS, the costs incurred in making this acquisition of £711,000 have been expensed in the income statement. In order for a better understanding of underlying performance these have been disclosed separately, together with the amortisation of intangible assets arising on acquisition of businesses.

In December 2012, the directors carried out an impairment review of the Group's fleet of vessels. They concluded that the global market for tankships had not improved and whilst their trading value in their niche operation remained sound, there had been no recovery in the sale and purchase market and vessel realisable values were potentially below current book values. The Group's strategy is to make further adjustments to its fleet both in total and between tonnage types to meet contracted demand. The result of the review of the expected realisable values and projected future contributions of the vessel fleet was an impairment provision in the Tankships division of £7,573,000 and a further £1,659,000 within Marine Support. These provisions were recognised in the income statement.

On 31 December 2012 the Group disposed of the entire issued share capital of The Railway Engineering Company Limited (TRE) for a gross consideration of £25,500,000. The gain of £20,896,000 is included in the Marine Support division.

5          Retirement benefit obligations

Movements during the period in the Group's defined benefit pension schemes are set out below:

			2013		2012		2012
		Six months ended		Six months ended		Year ended
			30 June		30 June	31 December
					restated		restated
			£000		£000		£000
As at 1 January			(27,061)		(30,133)		(30,133)
Expense recognised in the income statement			(652)		(787)		(1,583)
Movements on exchange			-		1		2
Contributions paid to scheme			2,481		2,490		4,722
Actuarial loss			(4,439)		(1,337)		(69)
At period end			(29,671)		(29,766)		(27,061)
The Group's assets and liabilities in respect of its pension schemes at 30 June 2013 were as follows:
			2013		2012		2012
		Six months ended		Six months ended		Year ended
			30 June		30 June	31 December
			£000		£000		£000
Assets
Scantech Produkt pension scheme			36		-		62
Liabilities
Shore Staff pension scheme			(9,140)		(11,338)		(9,695)
MNOPF pension scheme			(20,567)		(18,351)		(17,428)
Scantech Produkt pension scheme			-		(77)		-
			(29,707)		(29,766)		(27,123)

The Group now has one defined benefit scheme and has an obligation in respect of the funding deficit of the Merchant Navy Officers' Pension Fund (MNOPF). The last full actuarial valuation was performed on the Shore Staff scheme at 1 August 2010. This has been rolled forward to 31 December 2012. The Group has not obtained an interim valuation for the period ended 30 June 2013 and so has not recognised an actuarial movement in this period.  An actuarial loss of £1,182,000 was recognised in 2012 when an interim actuarial valuation was prepared and is reported in the statement of comprehensive income together with related deferred tax movements. The movements on the actuarial deficit arose largely from changes in the inflation assumptions, movements in the value of investments and changes in the discount rate applied to the pension liability.

The deficit relating to the MNOPF pension scheme has increased as a result of the conclusion of the actuarial valuation carried out as at 31 March 2012. The valuation has been incorporated on the same basis as has been agreed for settlement of the existing liabilities in that the Group will discharge the liability over a ten year period with payments commencing 30 September 2013. An actuarial loss of £4,439,000 (2012: loss of £339,000) has been recognised during the period and is reported in the statement of comprehensive income together with related deferred tax movements.

There have been no changes in the actuarial assumptions used since 31 December 2012.

Restatement of pension costs

As referred to in note 1, the Group has adopted the requirements of the amendments to IAS 19 Defined Benefit Plans from 1 January 2013.  The long term employee benefit costs are now measured by applying the discount rate previously applied only to the gross liability to the net pension deficit.

The impact of the restatement is as follows:

		2012		2012
	Six months ended		Year ended
		30 June	31 December
		£000		£000
Income Statement
Increase/(decrease) in:
Administrative expenses		51		103
Finance costs		133		265
Taxation		(45)		(90)
Statement of Comprehensive Income
Profit for the period		139		278
Defined benefit plan actuarial losses		(184)		(368)
Income tax on other comprehensive income		45		90

6          Reconciliation of net debt

		1 January		Acquisition		Cash		Other		Exchange		30 June
		2013				flow	non cash			movement		2013
		£000		£000		£000		£000		£000		£000
Cash in hand and at bank		18,339		-		14,554		-		(44)		32,849
Cash and cash equivalents		18,339		-		14,554		-		(44)		32,849
Debt due after 1 year		(81,065)		-		-		(19,026)		(635)		(100,726)
Debt due within 1 year		-		-		(26,211)		18,785		(530)		(7,956)
		(81,065)		-		(26,211)		(241)		(1,165)		(108,682)
Finance leases		(396)		(51)		197		-		16		(234)
Net debt		(63,122)		(51)		(11,460)		(241)		(1,193)		(76,067)
		1 January		Acquisition		Cash		Other		Exchange		30 June
		2012				flow	non cash			movement		2012
		£000		£000		£000		£000		£000		£000
Cash in hand and at bank		13,575		-		13,166		-		(264)		26,477
Cash and cash equivalents		13,575		-		13,166		-		(264)		26,477
Debt due after 1 year		(103,083)		-		-		(818)		(94)		(103,995)
Debt due within 1 year		(8,490)		-		(12,948)		494		91		(20,853)
		(111,573)		-		(12,948)		(324)		(3)		(124,848)
Finance leases		(795)		-		200		-		4		(591)
Net debt		(98,793)		-		418		(324)		(263)		(98,962)
		1 January		Acquisition		Cash		Other		Exchange	31 December
		2012				flow	non cash			movement		2012
		£000		£000		£000		£000		£000		£000
Cash in hand and at bank		13,575		-		5,241		-		(477)		18,339
Cash and cash equivalents		13,575		-		5,241		-		(477)		18,339
Debt due after 1 year		(103,083)		-		-		21,634		384		(81,065)
Debt due within 1 year		(8,490)		-		30,742		(22,290)		38		-
		(111,573)		-		30,742		(656)		422		(81,065)
Finance leases		(795)		-		394		-		5		(396)
Net debt		(98,793)		-		36,377		(656)		(50)		(63,122)

7          Taxation

The Group falls within the UK tonnage tax regime under which tax on its ship owning and operating activities is based on the net tonnage of vessels operated. Any income and profits outside the tonnage tax regime are taxed under the normal tax rules of the relevant tax jurisdiction.

The effective rate on profit before income and tonnage tax from continuing operations is 20.9% (30 June 2012: 18.8%, 31 December 2012: 18.5%) based on the estimated effective tax rate for the twelve months to 31 December 2012. Of the total tax charge, £1,956,000 relates to overseas businesses (2012: £1,643,000). The effective income tax rate on underlying profit provided in the period is 20.1% (2012: 18.9%, 31 December 2012: 19.0%).

A reduction in the UK corporation tax rate from 26% to 25% (effective from 1 April 2012) was substantively enacted on 5 July 2011, and further reductions to 24% (effective from 1 April 2012) and 23% (effective from 1 April 2013) were substantively enacted on 26 March 2012 and 3 July 2012 respectively. This will reduce the Group's future current tax charge accordingly. The deferred tax asset at 30 June 2013 has been calculated based on the rate of 23% substantively enacted at the balance sheet date.

The March 2013 budget announced that the rate will further reduce to 20% by 2015 in addition to the planned reduction to 21% by 2014 previously announced in the December 2012 Autumn Statement. It has not yet been possible to quantify the full anticipated effect of the announced further 3% rate reduction, although this will further reduce the company's future current tax charge and reduce the Group's deferred tax asset accordingly.

8          Earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period, after excluding ordinary shares held by the Employee Share Ownership Trust as treasury shares.

Diluted earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

The calculation of basic and diluted earnings per share is based on the following profits and numbers of shares:

Weighted average number of shares
			30 June 2013		30 June 2012		31 December 2012
				Number of		Number of		Number of
				shares		shares		shares
For basic earnings per ordinary share*				49,921,873		49,651,068		49,871,906
Exercise of share options and LTIPs				594,605		338,964		395,964
For diluted earnings per ordinary share				50,516,478		49,990,032		50,267,870

*     Excludes 194,621 (June 2012: 212,623; December 2012: 186,329) shares owned by the James Fisher & Sons Plc Employee Share Ownership Trust.

31,193 Ordinary shares of 25p were allotted on the exercise of share options in the period to 30 June 2013 for an aggregate cash consideration of £102,000. No shares were issued during the period to 30 June 2012.

To provide a better understanding of the underlying performance of the Group, an adjusted earnings per share on continuing activities is provided.  Adjusted earnings are before the costs of any business combinations and amortisation of acquired intangibles.

				2013		2012		2012
		Six months ended			Six months ended		Year ended
				30 June		30 June	31 December
						restated		restated
						(note 5)		(note 5)
				£000		£000		£000
Profit attributable to owners of the Company				14,294		12,963		39,466
Separately disclosed items				859		119		(11,388)
Attributable tax				(39)		(32)		(361)
Adjusted profit attributable to owners of the Company				15,114		13,050		27,717
Basic earnings per share on profit from operations				28.6		26.1		79.1
Diluted earnings per share on profit from operations				28.3		25.9		78.5
Adjusted basic earnings per share on profit from operations				30.3		26.3		55.6
Adjusted diluted earnings per share on profit from operations				29.9		26.1		55.1

9          Business combinations

On 5 March 2013 the Group acquired the entire issued share capital of Divex Limited and its subsidiaries (Divex), for an initial cash consideration of £20,800,000. The principal activities of Divex are the design, supply and assembly of diving and subsea equipment.

The provisional fair values of the assets and liabilities acquired are set out below:

				Accounting		Fair
		Book		policy		value
		value		adjustments		adjustments		Total
		£000		£000		£000		£000
Customer relationships		-		-		-		-
Investments		8		-		-		8
Property, plant and equipment		1,267		-		-		1,267
Inventories		12,903		-		(991)		11,912
Trade and other receivables		4,999		-		-		4,999
Cash and short term deposits		6,383		-		-		6,383
Trade and other payables		(11,698)		-		190		(11,508)
Interest bearing loans and borrowings		(51)		-		-		(51)
Deferred tax		651		-		(534)		117
Fair value of net assets acquired		14,462		-		(1,335)		13,127
Goodwill arising on acquisitions								18,836
								31,963
Consideration
Cash								20,800
Contingent consideration								11,163
								31,963

10         Fair values

The fair value of financial assets and financial liabilities, together with the carrying amounts in the Condensed Consolidated Balance Sheet, are as follows:

Group	2013
	Carrying		Fair
	value		value
	£000		£000
Assets carried at fair value
Forward exchange contracts - cash flow hedges	36		36
Interest rate swaps - cash flow hedges	182		182
	218		218
Assets carried at amortised cost
Receivables	87,235		87,235
Cash and cash equivalents	32,849		32,849
Other investments	1,378		1,378
	121,462		121,462
Liabilities carried at fair value
Forward exchange contracts - cash flow hedges	(887)		(887)
Interest rate swaps - cash flow hedges	(1,059)		(1,059)
	(1,946)		(1,946)
Liabilities carried at amortised cost
Unsecured bank loans	(108,582)		(108,716)
Trade and other payables	(88,759)		(88,759)
Finance leases	(234)		(234)
Preference shares	(100)		(100)
	(197,675)		(197,809)

Financial risk management

The Group's financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the year ended 31 December 2012.

Fair value hierarchy

The Group classifies fair value measurement using a fair value hierarchy that reflects the significance of inputs used in making measurements of fair value. The fair value hierarchy has the following levels:

(a)  Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

(b)  Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

(c)  Level 3 - Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following table shows an analysis of financial instruments carried at fair value by the level of fair value hierarchy:

Group	Level 1	Level 2	Level 3	Total
	£000	£000	£000	£000
Derivative financial assets
Forward exchange contracts - cash flow hedges	-	36	-	36
Forward exchange contracts - other derivatives	-	-	-	-
Interest rate swaps - cash flow hedges	-	182	-	182
Interest rate caps and collars	-	-	-	-
	-	218	-	218
Derivative financial liabilities
Forward exchange contracts - cash flow hedges	-	(887)	-	(887)
Forward exchange contracts - other derivatives	-	-	-	-
Interest rate swaps - cash flow hedges	-	(1,059)	-	(1,059)
Interest rate caps and collars	-	-	-	-
	-	(1,946)	-	(1,946)

Level 2 fair values for simple over-the-counter derivative financial instruments are based on broker quotes. Those quotes are tested for reasonableness by discounting expected future cash flows using market interest rates for a similar instrument at the measurement date. Fair values reflect the credit risk of the instrument and include adjustments to take account of the credit risk of the Group entity and counterparty when appropriate.

11         Interim dividend

The proposed interim dividend of 6.46p (2012: 5.87p) per 25p ordinary share is payable on 1 November 2013 to those shareholders on the register of the Company at the close of business on 4 October 2013. The dividend recognised in the statement of movements in equity is the final dividend for 2012 of 11.83p paid on 10 May 2013. The proposed interim dividend has not been recognised in this report.

12         Commitments and contingencies

As at 30 June 2013 the Group had capital commitments of £6,123,000 (2012: £3,746,000).  There have been no significant changes to the contingent liabilities set out in the annual report.

13         Principal risks and uncertainties

The Group has policies, processes and systems in place to help identify, evaluate and manage risks at all levels throughout the organisation. Certain key risks, because of their size, likelihood and severity are reviewed regularly by the Board to ensure that appropriate action is taken to eliminate, reduce or mitigate where possible, significant risks that can lead to financial loss, harm to reputation or business failure. The principal risks and uncertainties faced by the Group that could impact the second half can be found in the Company's Annual Report on page 12, as supplemented by the contingent liability note above.

14         Related parties

There have been no significant changes in the nature and size of related party transactions in the period ended 30 June 2013 from that disclosed in the 2012 Annual Report.

15         Post balance sheet events

On 19 August 2013 the Group disposed of its 25% interest in Foreland Holdings Limited for a gross consideration of £11,425,000.

On 19 August 2013 the Group acquired the entire issued share capital of Osiris Marine Services Limited and Osiris Underwater Engineering Services Limited ("Osiris") for an initial consideration of £3,250,000 with further contingent consideration of  up to a maximum of £1,250,000 linked to future profitability targets. The principal activities of Osiris are the supply of diving and subsea services to the renewable energy sector.

Further disclosures relating to the acquisition of Osiris set out in IFRS 3 - Business combinations, have not been included in this report as there has been insufficient time to obtain and review the relevant financial information from the company and calculate the accounting treatment and disclosures for this business combination.

16         Other reserve movements

	Translation		Hedging		Total
	reserve		reserve
	£000		£000		£000
At 1 January 2012	6,376		(2,465)		3,911
Other comprehensive income in the period	(387)		(61)		(448)
At 30 June 2012	5,989		(2,526)		3,463
At 1 January 2013	5,467		(2,035)		3,432
Other comprehensive income in the period	(112)		160		48
At 30 June 2013	5,355		(1,875)		3,480

Independent review report to James Fisher and Sons 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 2013 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 movements in equity and the related explanatory 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 the terms of our engagement to assist the Company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the UK FCA"). Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the DTR of the UK FCA.

The annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the EU. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.

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 UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. 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 2013 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the DTR of the UK FCA.

David Bills

for and on behalf of KPMG Audit Plc

Chartered Accountants

St James Square

Manchester

M2 6DS

19 August 2013

 

END

 

 

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