Interim Results
Intertek Group PLC
03 September 2007
INTERIM 2007 RESULTS ANNOUNCEMENT
3 SEPTEMBER 2007
Intertek Group plc ('Intertek'), a leading international provider of quality and
safety services, announces its interim results for the half year to 30 June
2007.
POSITIONED FOR CONTINUED GROWTH
+----------------------------+-------------+--------------+--------------+
|Half year ended 30 June |2007 |% change over |% change over |
| | |2006 |2006 at |
| | |as reported |constant |
| | | |currency |
+----------------------------+-------------+--------------+--------------+
|Revenue |£360.8m |+ 10.3% |+ 18.6% |
+----------------------------+-------------+--------------+--------------+
|Operating profit(1) |£54.5m |+ 7.5% |+ 18.5% |
+----------------------------+-------------+--------------+--------------+
|Profit before tax |£48.4m |+ 7.1% | |
+----------------------------+-------------+--------------+--------------+
|Adjusted profit before tax |£50.3m |+ 6.6% | |
|(1) | | | |
+----------------------------+-------------+--------------+--------------+
|Basic earnings per share |21.5p |+ 7.0% | |
+----------------------------+-------------+--------------+--------------+
|Earnings per share (2) |22.5p |+ 5.6% | |
+----------------------------+-------------+--------------+--------------+
|Interim dividend per share |5.8p |+ 26.1% | |
+----------------------------+-------------+--------------+--------------+
HIGHLIGHTS
Organic revenue and operating profit growth at constant currency of 10.5% and
10.1% respectively
For the three main divisions, organic revenue and operating profit growth at
constant currency of 12.5% and 11.7% respectively
Operating profit margin of 15.1% is maintained at constant currency
Six businesses acquired in the first half of 2007, for net consideration of
£58.0m
Interim dividend increase of 26.1%
(1) Excluding amortisation of intangible assets arising on acquisitions £1.9m
(2006: £2.0m)
(2) Diluted adjusted earnings per share based on profit before amortisation of
intangible assets arising on acquisitions
Wolfhart Hauser, Chief Executive Officer, commented:
'I am pleased to report good growth for the half year, continuing the strong
momentum we saw in 2006 despite the US dollar being approximately 11% weaker
against sterling. Our underlying business has performed well, registering strong
organic growth in revenue and operating profit at constant currency.
'We made six acquisitions in the period for a consideration of £58 million. We
will continue to invest in external complementary businesses alongside internal
investment in pursuit of new avenues of growth. In July and August, we made a
further four acquisitions making the year to date total consideration £74
million, double the £37 million that we invested in the full year 2006.
'The market for our services continues to expand and we expect a strong
performance in the second half of the year.'
CONTACTS
For further information, please contact
Aston Swift, Investor Relations
Telephone: +44 (0) 20 7396 3400 aston.swift@intertek.com
Richard Mountain, Financial Dynamics
Telephone:+44 (0) 20 7269 7121 richard.mountain@fd.com
ANALYSTS' MEETING
There will be a meeting for analysts at 9.30am today at JPMorgan Cazenove, 20
Moorgate, London EC2R 6DA. A copy of the presentation will be available on the
website later today.
Corporate website: www.intertek.com
High resolution images of Intertek Group plc businesses are available to
download, free of charge from www.intertek.com
ABOUT INTERTEK
Intertek (LSE: ITRK) is a leading international provider of quality and safety
services to a wide range of global and local industries. Partnership with
Intertek brings increased value to customers' products and processes, ultimately
supporting their success in the global market place. Intertek has the
experience, expertise, resources and global reach to support its customers
through its extensive network of laboratories and offices and over 20,000 people
in 100 countries around the world.
Chairman's statement
Creating value for our customers and shareholders
Results
I am pleased to report that our revenue increased to £360.8m, up 10.3% over the
same period last year. This was achieved despite the US dollar being 10.9%
weaker against sterling, which reduced reported revenue when translated into
sterling.
Operating profit was £52.6m, up 8.0% over the same period last year. Operating
profit before the amortisation of intangible assets arising from acquisitions
('adjusted operating profit') increased to £54.5m, up 7.5%.
Basic earnings per share were 21.5p, up 7.0% over the same period last year.
On a constant currency basis, revenue and operating profit grew 18.6% and 18.5%
respectively, which reflects the strong growth in our underlying businesses.
Acquisitions
In line with the Group's policy of acquiring complementary businesses, we
completed six acquisitions in the first half of 2007 for total consideration of
£58.0m (H1 06: £9.4m). Details of the acquisitions are given in the performance
review by division. In July and August, we completed a further four acquisitions
for total consideration of £15.9m. This brings our acquisition investment in the
year to date, to £73.9m, which is more than double the £36.9m that we invested
in the full year 2006. We continue to see many further acquisition opportunities
which will widen the scope and range of the services we offer.
Dividends
The Board has decided to pay, on 13 November 2007, an interim dividend of 5.8p
(2006: 4.6p), an increase of 26.1% over last year's interim dividend. This is in
line with the revised dividend policy announced in our last Annual Report and
reflects the good performance in the first half of the year. The interim
dividend will be paid to members on the register at 2 November 2007.
Board changes
After 34 years with the Group, Raymond Kong retired on 11 May 2007. I would like
to express my deep gratitude to him, on behalf of all his fellow directors,
employees and customers, for his outstanding contribution towards building the
Consumer Goods division into the successful business it is today and for his
excellent contribution to the Board, on which he served as a Non-Executive
Director for the past three years. We wish him a happy and healthy retirement.
Outlook
The market for our services continues to expand and we expect a strong
performance in the second half of the year.
Vanni Treves
Chairman
Chief Executive Officer's review
Strategic acquisitions have extended the breadth and depth of our expertise
Growth in revenue
£m Growth (2)
June 06 327.1
Currency translation (22.8)
June 06 at constant currency 304.3
Organic growth 35.7 11.7%
Contract cessation (1) (3.8) (1.2)%
Acquisitions 24.6 8.1%
June 07 360.8 18.6%
(1) Government Services pre-shipment inspection contract in Nigeria ceased March
06.
(2) At constant currency.
Overview of results
Revenue for the Group increased to £360.8m, up 10.3% (18.6% constant currency
basis). The three larger divisions - Oil, Chemical & Agri, Commercial &
Electrical and Consumer Goods- which accounted for 93% of the Group's revenue,
grew by 12.6% (21.3% constant currency basis). Excluding revenues from the
discontinued Nigerian contract (shown in the table above), revenue in Government
Services increased by 5.4% on a constant currency basis. The growth was achieved
both organically and through the contribution from acquisitions.
Operating profit for the Group before the amortisation of intangible assets
arising on acquisitions was £54.5m, up 7.5% (18.5% constant currency basis). The
Group's operating profit margin was 15.1% which was unchanged from the margin
for the first half of 2006 on a constant currency basis. On an actual basis, the
reported margin for the first half of 2006 was 15.5% compared to 15.1% on a
constant currency basis. This decline was due to the mix of currencies in the
Group and the relatively high level of costs denominated in sterling.
Approximately 80% of the Group's earnings are denominated in US dollars or
currencies linked to the US dollar, therefore the Group's results when
translated into sterling are exposed to changes in the value of the US dollar.
In the 12-month period to 30 June 2007, the US dollar to sterling exchange rate
that we use to report our results declined by 10.9% therefore the Group's
earnings have been negatively impacted.
Group operating profit, after charging amortisation of intangible assets arising
on acquisitions of £1.9m (H1 06: £2.0m) was £52.6m, up 8.0% over H1 06. The net
financing costs were £4.2m in H1 07, compared to £3.5m in H1 06, principally due
to higher borrowings and interest rates. The tax rate of 25.4% for H1 07 is
based on the estimated tax rate the Group expects for the full year. Profit for
the period was £36.1m, up 6.2%.
The operating results are discussed in more detail in the performance review by
division.
Cash flow
Cash from operating activities for H1 07 was £43.0m which was 9.1% lower than H1
06. The decrease was due to a number of factors, including increased working
capital in businesses acquired during H1 07 and increased receivables resulting
from our revenue growth. Part of the decrease was due to the timing of cash
receipts and payments. An amount representing four months sales of a Government
Services contract was received in July 2007. Prepayments and other receivables
were unusually high at 30 June 2007 and significant payments relating to these
were also received in July.
The net cash outflow from investing activities was £61.2m (H1 06: £29.4m),
comprising interest received £0.5m (H1 06: £0.6m), net capital expenditure of
£17.8m (H1 06: £20.2m) and acquisitions of £43.9m (H1 06: £9.8m). The
acquisitions were partly funded by increased borrowings. Financing activities
generated cash inflow of £40.1m (H1 06: £2.1m) due to the net drawdown of debt
of £52.7m (H1 06: £13.6m) offset by the payment of dividends of £17.0m (H1 06:
£14.2m).
Performance review by division
For management purposes the Group is organised into four operating divisions,
each covering certain industry sectors.
A review of the performance of each division in the six months to 30 June 2007
compared to the six months to 30 June 2006 is given below.
Definitions
Constant currency basis
For statutory reporting purposes the results for H1 07 and H1 06 are translated
into sterling using the average exchange rates for the six months to 30 June
2007 and the six months to 30 June 2006 respectively. In order to compare the
performance on a like-for-like basis, for management purposes we measure the
performance of each of the divisions at constant exchange rates. In the
performance review that follows, the revenue and operating profit for H1 07 and
H1 06 have been translated at the average exchange rates for the six months to
30 June 2007.
Operating profit
For statutory reporting purposes, operating profit is stated after the deduction
of the amortisation of intangible assets arising on acquisitions and goodwill
impairment. For management purposes, we calculate the operating profit of the
divisions before deducting these charges. In the commentary that follows,
operating profit is stated before amortisation of intangible assets arising on
acquisitions and goodwill impairment.
+----------------------------------------------------+
|Oil, Chemical & Agri |
| |
+----------------+--------+--------+--------+--------+
| |H1 07 | |Change |Organic |
| | | | |change |
+----------------+--------+--------+--------+--------+
| |£m | | | |
+----------------+--------+--------+--------+--------+
|Revenue |168.1 | |33.7% |15.2% |
+----------------+--------+--------+--------+--------+
|Operating profit|20.1 | |63.4% |33.3% |
+----------------+--------+--------+--------+--------+
|Operating margin|12.0% | |220bp |150bp |
+----------------+--------+--------+--------+--------+
The Oil, Chemical & Agri division offers independent cargo inspection, testing
and analytical services to the oil and chemical, agricultural, mineral and
pharmaceutical sectors.
Oil, Chemical & Agri had an excellent performance in the first half of the year
with strong organic growth across all regions, enhanced by a number of
acquisitions. Total revenue increased by 33.7% to £168.1m and total operating
profit increased by 63.4% to £20.1m. The operating margin improved by 220 basis
points to 12.0%. The organic growth was driven by favourable market conditions,
increased demand for alternative fuels and increased regulation, which resulted
in an increased demand for testing and inspection services. The demand for
outsourced analytical services also continued to grow. This sector accounted for
50% of the division's revenue in the first half of 2007, up from 41% for the
first half of 2006.
We continue to extend the breadth and depth of the services we can offer our
customers by acquiring businesses which complement our existing services. The
three largest acquisitions made by the Group in the first six months of the year
were in this division. In January 2007, upstream services were extended by the
acquisition of UK based Umitek Ltd and its subsidiaries, CAPCIS and SREL, which
provide specialist testing and consultancy services to the oil and gas
industries in the North Sea and globally. These businesses allow the Group to
extend the range of services provided by upstream operations to Europe and the
Middle East.
The global demand for minerals is accelerating due to rapid industrialisation
and growing numbers of new consumers in emerging economies. This growth leads to
increased demand for testing and inspection services and in April 2007, the
Group acquired Genalysis minerals laboratories in Australia which gives us an
increased international presence in this sector and complements our existing
minerals operations in Asia and the Americas.
The Group is increasing the range of services offered to the pharmaceutical
industry and in June 2007, we acquired New Jersey based Quantitative
Technologies Inc. (QTI) which provides product quality testing services to
pharmaceutical, medical device and biotechnology companies. This acquisition
further extends our growth in the provision of expert analytical support to the
global pharmaceutical, medical device and drug delivery industries. It joins our
existing pharmaceutical network across the UK and Europe and complements Alta's
bio-analytical laboratories in California, US which were acquired last year.
In June 2007, we acquired Union Lab which is a key local petroleum testing and
inspection company in Singapore. The business will be absorbed into our existing
operations in Singapore and further strengthens our market position in this
strategically important country.
We continue making infill and bolt-on acquisitions in this division and in July
2007, we acquired VIP Cargo Surveys Inc., a petroleum inspection and testing
company based in Texas, US and Geotechnical Services Pty Ltd, a petroleum
laboratory services company located near Perth, Australia.
In August 2007, we announced two new outsourcing deals. One of these is in
Teesside, UK, where ICI has outsourced its Measurement Science Group (MSG) to
Intertek under a four-year contract for analytical laboratory services. As part
of this agreement, MSG sold its business assets to Intertek and transferred all
42 of its employees. The other contract is in Massachusetts, US, where Kodak's
Eastman Gelatine Corporation has outsourced its analytical laboratory services
to Intertek for three years.
The market is expected to remain favourable for the rest of the year and there
are good prospects for new outsourcing contracts and acquisitions.
+-------------------------------------------------------+
|Commercial & Electrical |
| |
+----------------+--------+--------+---------+----------+
| |H1 07 | |Change |Organic |
| | | | |Change |
+----------------+--------+--------+---------+----------+
| |£m | | | |
+----------------+--------+--------+---------+----------+
|Revenue |86.0 | |9.4% |7.9% |
+----------------+--------+--------+---------+----------+
|Operating profit|13.2 | |11.9% |10.5% |
+----------------+--------+--------+---------+----------+
|Operating margin|15.3% | |30bp |30bp |
+----------------+--------+--------+---------+----------+
The Commercial & Electrical division provides services to a wide range of
industries including those in the home appliances, lighting, medical, building,
industrial and HVAC/R (heating, ventilation and air conditioning and
refrigeration), IT and telecom and automotive sectors. On 1 January 2007, the
Electrical and Electronic retail inspection (E&E) business was transferred from
Commercial & Electrical to Consumer Goods. Revenue and operating profit for
prior periods has been restated to show a like-for-like comparison.
The division performed well in the first half of the year, with revenue and
operating profit growth of 9.4% and 11.9% respectively. The operating margin
increased 30 basis points to 15.3%. All service sectors apart from systems
certification contributed to this growth.
In March 2007, the Group acquired the Finnish company Natlabs Oy which provides
electro-magnetic compatibility and electrical safety testing. This gives us a
significant presence in Finland and allows us to improve service to our
customers in the Baltic region.
In June 2007, we acquired UK based ASTA BEAB, which provides product and systems
certification services and is the owner of the ASTA and BEAB certification
marks. These marks are an important addition to our leading portfolio of marks
which are recognised around the world, giving us a competitive advantage and
providing manufacturers with seamless global market access. We have made
progress in gaining acceptance of the ETL mark by retailers in the US and this
has helped to drive revenue growth in Asia and the rest of the world.
In August 2007, we acquired Product Quality Partners Inc., which is a leader in
North America in wireless device and application testing.
There are good growth prospects for the rest of the year and we expect to widen
the scope and range of the services we offer by continued investment in new
sectors and regions.
+------------------------------------------+
|Consumer Goods |
| |
+----------------+--------+-------+--------+
| |H1 07 | |Change |
+----------------+--------+-------+--------+
| |£m | | |
+----------------+--------+-------+--------+
|Revenue |81.5 | |12.7% |
+----------------+--------+-------+--------+
|Operating profit|24.9 | |8.7% |
+----------------+--------+-------+--------+
|Operating margin|30.6% | |(110)bp |
+----------------+--------+-------+--------+
The Consumer Goods division provides services to the textiles, toys, footwear,
hardlines, food and retail industries. Services include testing, inspection,
auditing, advisory services, quality assurance and hazardous substance testing.
On 1 January 2007, the Electrical and Electronic retail inspection (E&E)
business was transferred from Commercial & Electrical to Consumer Goods. Revenue
and operating profit for prior periods has been restated to show a like-for-like
comparison.
The Consumer Goods division delivered revenue of £81.5m up 12.7% and operating
profit of £24.9m, up 8.7%. The operating margin declined 110 basis points to
30.6%. This decline was due to a change in market conditions in Restriction of
Hazardous Substances (RoHS) testing and also the changing mix of services in the
division.
Revenue from RoHS testing declined in the first half of 2007 compared to the
first half of 2006. The RoHS directive became mandatory in the European Union on
1 July 2006, which prompted a peak in RoHS testing in 2006 as companies rushed
to meet the deadline. However, subsequent limited enforcement of the legislation
has reduced the demand for testing in the first half of 2007. This volatility is
common with new legislation and going forward we expect demand to stabilise.
Toys and hardlines performed well with revenue growth of over 20%.
The textile market was steady. Although there is ongoing discussion about quota
restrictions and there was a recent 2% reduction in tax rebates in China on
garments, we do not expect our businesses to be materially affected. Good growth
was reported in many countries, including China, and we continue to invest in
this sector. New facilities in Vietnam, Pakistan, Brazil, Colombia, Romania and
Egypt are in start-up phase and are not expected to cover their costs until
later this year.
The market for corporate social responsibility services is growing and our
revenue in this sector, which accounted for 7% of the division's revenue, grew
well. We expect this sector to develop as the demand for sustainability
reporting increases and environmental issues become more prominent. We also
expect regulation in this area to increase which will lead to increased demand
for our services.
Revenue from inspection work increased, despite a reduction in the volume of E&E
retail inspections.
The key growth drivers in Consumer Goods remain strong, principally the sourcing
of products from China, the increasingly wide range of products being sold by
retailers and shorter product lifecycles. Also, the recent concerns over the
safety of consumer products will increase demand from consumers and regulatory
bodies for independent assurance of quality and safety. However, the mix of
businesses in this division is changing, with developing services such as RoHS,
consultancy, inspection, food and corporate social responsibility not always
having the high margins earned by the established services.
+------------------------------------------+
|Government Services |
| |
+----------------+--------+-------+--------+
| |H1 07 | |Change |
+----------------+--------+-------+--------+
| |£m | | |
+----------------+--------+-------+--------+
|Revenue |25.2 | |(9.0)% |
+----------------+--------+-------+--------+
|Operating profit|3.4 | |(8.1)% |
+----------------+--------+-------+--------+
|Operating margin|13.5% | |10bp |
+----------------+--------+-------+--------+
The Government Services division offers a range of services to governments,
national standards organisations, customs departments and industrial companies.
Services include cargo scanning, fiscal support services, standards programmes
and industrial services.
Revenue in H1 06 included £3.8m for the final work performed on the discontinued
Nigerian pre-shipment inspection (PSI) contract. Revenue from continuing
business increased by 5.4% in H1 07 compared to H1 06.
The division's reliance on traditional PSI contracts has reduced and 64% of
revenue is now generated by other services such as standards contracts, supply
chain security and industrial services. The container scanning contract in
Guinea is now fully operational and performing well. The PSI contract in
Mozambique was extended for a further two years.
The Government Services division continues to seek new opportunities in the PSI
market and is committed to developing innovative solutions to the cargo security
issues facing international trade.
Looking forward
We will continue to grow our business organically and improve our operating
profit margin by offering our customers a combined service, which supports their
success in the global marketplace by adding value to their products and
processes, and creates value for our shareholders.
We will also extend the breadth and depth of our expertise by developing new
services and through acquiring businesses with complementary skill sets to our
own. We are committed to investing in our global network by opening new
facilities and by acquiring businesses in new territories.
Wolfhart Hauser
Chief Executive Officer
Independent review report by KPMG Audit Plc to Intertek Group plc
Introduction
We have been instructed by the Company to review the financial information for
the six months ended 30 June 2007 which comprises the consolidated balance
sheet, income statement, statement of cash flows, statement of recognised income
and expense and the related notes. We have read the other information contained
in the Interim Report and considered whether it contains any apparent
misstatements or material inconsistencies with the financial information.
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 Listing
Rules of the Financial Services Authority. 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 interim report, including the financial information contained therein, is
the responsibility of, and has been approved by, the Directors. The Directors
are responsible for preparing the Interim Report in accordance with the Listing
Rules of the Financial Services Authority which require that the accounting
policies and presentation applied to the interim figures should be consistent
with those applied in preparing the preceding annual accounts except where any
changes, and the reasons for them, are disclosed.
Review work performed
We conducted our review in accordance with guidance contained in Bulletin 1999/
4: Review of interim financial information issued by the Auditing Practices
Board for use in the UK. A review consists principally of making enquiries of
management and applying analytical procedures to the financial information and
underlying financial data and, based thereon, assessing whether the accounting
policies and presentation have been consistently applied unless otherwise
disclosed. A review excludes audit procedures such as tests of controls and
verification of assets, liabilities and transactions. It is substantially less
in scope than an audit performed in accordance with International Standards on
Auditing (UK and Ireland) and therefore provides a lower level of assurance than
an audit. Accordingly, we do not express an audit opinion on the financial
information.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 30 June 2007.
KPMG Audit Plc
Chartered Accountants
8 Salisbury Square
London EC4Y 8BB
31 August 2007
Consolidated interim income statement
Six months Six months Year to
to 30 June to 31
2007 30 June December
2006 2006
(Unaudited) (Unaudited) (Audited)
Notes £m £m £m
Revenue 2 360.8 327.1 664.5
Cost of sales (288.0) (257.7) (523.6)
Gross profit 72.8 69.4 140.9
Amortisation of intangible (1.9) (2.0) (3.8)
assets arising on acquisitions
Impairment of goodwill - - (0.3)
Other administrative expenses (18.3) (18.7) (38.7)
Total administrative expenses (20.2) (20.7) (42.8)
Group operating profit 2 52.6 48.7 98.1
Finance income 2.2 2.4 4.5
Finance expense (6.4) (5.9) (11.5)
Net financing costs (4.2) (3.5) (7.0)
Share of profit of associates - - 0.3
Profit before taxation 48.4 45.2 91.4
Income tax expense 3 (12.3) (11.2) (22.5)
Profit for the period 36.1 34.0 68.9
Attributable to:
Equity holders of the Company 33.7 31.3 63.8
Minority interest 2.4 2.7 5.1
Profit for the period 36.1 34.0 68.9
Earnings per share
Basic 4 21.5p 20.1p 40.9p
Diluted 4 21.3p 20.0p 40.6p
Dividends in respect of the 5.8p 4.6p 14.8p
period
Consolidated interim balance sheet
At 30 June At 30 June At 31
December
2007 2006 2006
(Unaudited) (Unaudited) (Audited)
Notes £m £m £m
Assets
Property, plant and equipment 131.2 123.1 123.7
Goodwill 113.6 57.6 71.1
Other intangible assets 27.4 11.1 19.6
Investments in associates 0.7 0.5 0.7
Deferred tax assets 13.8 14.2 13.3
Total non-current assets 286.7 206.5 228.4
Inventories 3.9 3.4 3.2
Trade and other receivables 183.5 153.2 151.9
Derivative financial instruments 0.1 1.5 0.4
Cash and cash equivalents 7 56.2 52.6 49.5
Total current assets 243.7 210.7 205.0
Total assets 530.4 417.2 433.4
Liabilities
Interest bearing loans and borrowings 7 (14.2) (14.6) (13.6)
Current taxes payable (28.5) (25.9) (24.1)
Trade and other payables (117.0) (90.0) (101.3)
Provisions (6.2) (4.0) (4.5)
Total current liabilities (165.9) (134.5) (143.5)
Interest bearing loans and borrowings 7 (214.1) (181.0) (164.8)
Deferred tax liabilities (3.7) (3.5) (3.8)
Net pension liabilities (15.5) (17.8) (15.2)
Other payables (1.4) (1.1) (0.9)
Total non-current liabilities (234.7) (203.4) (184.7)
Total liabilities (400.6) (337.9) (328.2)
Net assets 129.8 79.3 105.2
EQUITY
Share capital 8 1.6 1.6 1.6
Share premium account 8 246.7 240.9 242.4
Other reserves 8 6.8 11.1 6.0
Retained earnings 8 (135.5) (182.9) (153.6)
Total equity attributable to equity 8 119.6 70.7 96.4
holders of the Company
Minority interest 10.2 8.6 8.8
Total equity 129.8 79.3 105.2
Consolidated interim statement of cash flows
Six months Six months Year to
to 30 June to 30 June 31 Dec
2007 2006 2006
(Unaudited) (Unaudited) (Audited)
£m £m £m
Cash flows from operating activities
Profit for the period 36.1 34.0 68.9
Adjustments for:
Depreciation charge 13.3 12.1 24.1
Amortisation of software 1.1 1.0 2.2
Amortisation of intangible assets arising on 1.9 2.0 3.8
acquisitions
Impairment of goodwill - - 0.3
Share option expense (note 6) 1.4 1.2 2.4
Share of profit of associates - - (0.3)
Net financing costs 4.2 3.5 7.0
Income tax expense (note 3) 12.3 11.2 22.5
Profit on disposal of property, plant and - - (0.3)
equipment
Operating profit before changes in working capital 70.3 65.0 130.6
and provisions
Increase in inventories (0.3) (0.4) (0.4)
Increase in trade and other receivables (23.9) (11.3) (13.7)
(Decrease)/increase in trade and other payables (4.8) (1.1) 12.3
Increase/(decrease) in provisions 1.7 (4.9) (4.2)
Cash generated from operations 43.0 47.3 124.6
Interest paid (4.5) (3.9) (7.7)
Income taxes paid (10.6) (12.2) (24.6)
Net cash flows from operating activities 27.9 31.2 92.3
Investing activities
Proceeds from sale of property, plant and 0.1 0.3 0.9
equipment
Interest received 0.5 0.6 1.1
Acquisition of subsidiaries, net of cash acquired (43.9) (9.8) (36.9)
(note 9)
Additions to property, plant and equipment (16.8) (20.0) (42.0)
Additions to software (1.1) (0.5) (1.2)
Net cash flows from investing activities (61.2) (29.4) (78.1)
Financing activities
Proceeds from the issue of share capital 4.4 2.7 4.2
Drawdown of debt 59.4 20.7 22.1
Repayment of debt (6.7) (7.1) (13.9)
Dividends paid to minorities (1.0) (1.6) (3.8)
Dividends paid (note 8) (16.0) (12.6) (19.8)
Net cash flows from financing activities 40.1 2.1 (11.2)
Net increase in cash and cash equivalents (note 7) 6.8 3.9 3.0
Cash and cash equivalents at 1 January (note 7) 49.5 50.8 50.8
Effect of exchange rate fluctuations on cash held (0.1) (2.1) (4.3)
(note 7)
Cash and cash equivalents at end of period (note 56.2 52.6 49.5
7)
Consolidated interim statement of recognised income and expense
Six months Six months Year to
to to
30 June 30 June 31 Dec
2007 2006 2006
(Unaudited) (Unaudited) (Audited)
£m £m £m
Foreign exchange translation differences 1.0 (2.1) (6.1)
Actuarial gains and losses on defined benefit - - 3.2
pension schemes
Tax on income and expenses recognised directly in (1.0) (1.5) (1.9)
equity effective portion of changes in fair value of
cash flow hedges, net of recycling (0.2) (0.2) (1.3)
Net expense recognised directly in equity (0.2) (3.8) (6.1)
Profit for the period 36.1 34.0 68.9
Total recognised income and expense for the period 35.9 30.2 62.8
Total recognised income and expense for the period
attributable to:
Equity holders of the Company 33.5 27.5 58.2
Minority interest 2.4 2.7 4.6
Total recognised income and expense for the period 35.9 30.2 62.8
Notes to the consolidated interim financial information
1. Reporting entity
Intertek Group plc is a company incorporated in the United Kingdom. The
consolidated interim financial information of the Company as at and for the six
months ended 30 June 2007, comprise the Company and its subsidiaries (together
referred to as the 'Group') and the Group's interests in associates.
This interim financial information 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 2006.
The comparative figures for the financial year ended 31 December 2006, are not
the Company's statutory accounts for that financial year. Those accounts 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 237(2) or (3) of the Companies Act 1985.
The consolidated financial statements of the Group as at and for the year ended
31 December 2006 are available upon request from the Company's registered office
at 25 Savile Row, London W1S 2ES. An electronic version is available from the
Investors section of the Group website at www.intertek.com.
2. Segment information
Business analysis (Primary segment)
The Group is organised into four operating divisions: Oil, Chemical & Agri,
Commercial & Electrical, Consumer Goods, and Government Services. The costs of
the corporate head office and other costs which are not controlled by the
operating divisions are reported as Central.
On 1 January 2007, the Electrical and Electronic retail inspection (E&E)
business was transferred from the Commercial & Electrical division to the
Consumer Goods division and prior period figures for revenue and operating
profit have been restated to show a like-for-like comparison.
Revenue
Oil, Commercial Consumer Government Total
Chemical & Goods Services
& Agri Electrical
£m £m £m £m £m
Six months to 30 June 168.1 86.0 81.5 25.2 360.8
2007
Six months to 30 June 134.8 85.2 (1) 78.0 (1) 29.1 327.1
2006
Year to 31 December 2006 281.5 167.9 (1) 161.7 (1) 53.4 664.5
(1) Restated to reflect the transfer of E&E business from Commercial &
Electrical to Consumer Goods.
For management purposes, the Group measures the performance of the divisions on
operating profit excluding amortisation of intangible assets arising on
acquisitions and impairment of goodwill. These figures are given below together
with a reconciliation to Group operating profit. There was no impairment charge
in the six months to 30 June 2007 or the six months to 30 June 2006.
Operating profit Oil, Commercial Consumer Government Central Total
Chemical & Goods Services
& Agri Electrical
£m £m £m £m £m £m
Six months to 30 June
2007
Operating profit before 20.1 13.2 24.9 3.4 (7.1) 54.5
amortisation and
impairment
Amortisation (2) (1.0) (0.6) (0.3) - - (1.9)
Group operating profit 19.1 12.6 24.6 3.4 (7.1) 52.6
Six months to 30 June
2006
Operating profit before 13.5 12.9 (1) 24.8 (1) 4.2 (4.7) 50.7
amortisation and
impairment
Amortisation (2) (0.7) (1.1) (0.2) - - (2.0)
Group operating profit 12.8 11.8 (1) 24.6 (1) 4.2 (4.7) 48.7
Year to 31 December 2006
Operating profit before 30.0 24.6 (1) 51.6 (1) 6.6 (10.6) 102.2
amortisation and
impairment
Amortisation (2) (1.2) (2.0) (0.5) (0.1) - (3.8)
Impairment of goodwill (0.3) - - - - (0.3)
Group operating profit 28.5 22.6 (1) 51.1 (1) 6.5 (10.6) 98.1
(1) Restated to reflect the transfer of E&E business from Commercial &
Electrical to Consumer Goods.
(2) Amortisation of intangible assets arising on acquisitions.
Geographic analysis (Secondary segment)
Six months Six months Year to
to to
30 June 30 June 31 Dec
2007 2006 2006
£m £m £m
Revenue
Americas 128.9 123.8 245.1
Europe, Middle East and Africa 112.1 92.8 190.3
Asia Pacific 119.8 110.5 229.1
Total 360.8 327.1 664.5
Group operating profit
Americas 17.0 14.6 29.6
Europe, Middle East and Africa 2.1 (0.4) (2.0)
Asia Pacific 33.5 34.5 70.5
Total 52.6 48.7 98.1
3. Income tax expense
The tax charge, which is wholly overseas, on profits before tax for the six
months to 30 June 2007 of £12.3m (30 June 2006: £11.2m) is based on the
estimated effective rate for the full year. The effective tax rate at 30 June
2007 is 25.4% (30 June 2006: 24.8%).
Differences between the estimated effective rate of 25.4% and the notional
statutory UK rate of 30% include, but are not limited to, the effect of tax
rates in foreign jurisdictions, non-deductible expenses, the effect of tax
losses utilised and under/(over) provisions in previous years.
4. Earnings per ordinary share
Six months Six months Year to
to to
30 June 30 June 31 December
2007 2006 2006
Based on the profit for the period: £m £m £m
Profit attributable to equity shareholders 33.7 31.3 63.8
Amortisation of intangible assets arising on 1.9 2.0 3.8
acquisitions
Impairment of goodwill - - 0.3
Adjusted earnings 35.6 33.3 67.9
Number of shares (millions):
Basic weighted average number of shares 156.8 155.7 156.0
Potentially dilutive share options (1) 1.3 0.9 1.2
Diluted weighted average number of shares 158.1 156.6 157.2
Basic earnings per share 21.5p 20.1p 40.9p
Options (0.2)p (0.1)p (0.3)p
Diluted earnings per share 21.3p 20.0p 40.6p
Basic adjusted earnings per share 22.7p 21.4p 43.5p
Options (0.2)p (0.1)p (0.3)p
Diluted adjusted earnings per share 22.5p 21.3p 43.2p
(1) The weighted average number of shares used in the calculation of the diluted
earnings per share for the six months to 30 June 2007, excludes nil potential
shares (30 June 2006: 1,434,326; 31 December 2006: nil) as these were not
dilutive in accordance with IAS 33: Earnings Per Share and 275,512 (30 June
2006: 128,194; 31 December 2006: 128,194) contingently issuable shares as the
performance conditions were not met.
5. Pension schemes
The Directors are not aware of any significant change in the net liabilities of
the Group's defined benefit pension schemes since 31 December 2006. Therefore
actuarial valuations of the assets and liabilities of the defined benefit
pension schemes for IAS 19 purposes, were not performed at 30 June 2007.
The expense recognised in the consolidated interim income statement consists of
the current service cost, interest on the obligation for employee benefits and
the expected return on scheme assets. For the six months ended 30 June 2007, the
Group recognised a net expense of £1.2m (30 June 2006: £0.9m; 31 December 2006:
£2.3m).
6. Share-based payments
The Company has a share option scheme and a long-term incentive plan, details of
which were contained in the Annual Report for the year ended 31 December 2006.
The share option scheme has been discontinued and the last options under the
scheme were granted on 13 September 2005. The first awards under the long-term
incentive plan called the Intertek Deferred Bonus Plan ('the Plan') were made in
April 2006. Under the Plan, in April 2007, 278,170 deferred shares (2006:
244,222) and 156,386 matching shares (2006: 128,195) were awarded.
In accordance with IFRS 2: Share Based Payments, the fair value of services
received in return for shares and share options granted to employees, is
measured by reference to the fair value of shares and share options granted. The
estimate of the fair value of the services received is measured based on the
Black-Scholes formula, a financial model used to calculate the fair value of
shares and share options.
During the six months ended 30 June 2007, the Group recognised an expense of
£1.4m in respect of outstanding share options issued in 2004 and 2005 and in
respect of the share awards made in April 2006 and 2007. For the six months
ended 30 June 2006, the charge was £1.2m for outstanding share options issued in
2003, 2004 and 2005 and in respect of share awards made in April 2006.
7. Analysis of net debt
At 1 Cash flow Exchange At 30 June
January adjustments 2007
2007
£m £m £m £m
Cash 49.5 6.8 (0.1) 56.2
Borrowings (178.4) (52.7) 2.8 (228.3)
Total net debt (128.9) (45.9) 2.7 (172.1)
8. Shareholders' equity
Other reserves
Share Share Translation Hedging Other Retained Total
capital premium reserve reserve earnings
account (1)
£m £m £m £m £m £m £m
At 1 January 2007 1.6 242.4 (0.7) 0.3 6.4 (153.6) 96.4
Movement on cash flow - - - (0.2) - - (0.2)
hedges
Profit for the period - - - - - 33.7 33.7
attributable to equity
holders
Dividends paid - - - - - (16.0) (16.0)
Issue of shares - 4.3 - - - - 4.3
Equity settled - - - - - 1.4 1.4
transactions
Foreign exchange - - 1.0 - - - 1.0
translation differences
Tax on income and - - - - - (1.0) (1.0)
expense recognised
directly in equity
At 30 June 2007 1.6 246.7 0.3 0.1 6.4 (135.5) 119.6
At 1 January 2006 1.6 238.2 5.4 1.6 6.4 (201.3) 51.9
Movement on cash flow - - - (0.2) - - (0.2)
hedges
Profit for the period - - - - - 31.3 31.3
attributable to equity
holders
Dividends paid - - - - - (12.6) (12.6)
Issue of shares - 2.7 - - - - 2.7
Equity settled - - - - - 1.2 1.2
transactions
Foreign exchange - - (2.1) - - - (2.1)
translation differences
Tax on income and - - - - - (1.5) (1.5)
expense recognised
directly in equity
At 30 June 2006 1.6 240.9 3.3 1.4 6.4 (182.9) 70.7
(1) After £244.1m for goodwill written off to retained earnings as at 1 January
2004 in relation to subsidiaries acquired prior to 31 December 1997.
As permitted by IFRS 1, this figure has not been restated.
The dividend of £16.0m which was paid on 15 June 2007, represents a final
dividend of 10.2p per ordinary share in respect of the year ended 31 December
2006.
The dividend of £12.6m which was paid on 16 June 2006, represents a final
dividend of 8.1p per ordinary share in respect of the year ended 31 December
2005.
There was an issue of 886,920 ordinary shares during the period on exercise of
share options.
9. Acquisition of businesses
There were six acquisitions in the period, all of which were paid for in cash.
The largest acquisition was the purchase on 18 April 2007, of 100% of the share
capital of Genalysis Laboratory Services Pty Ltd, a company incorporated in
Western Australia. Genalysis provides analytical testing and sample preparation
services to mining, ore and minerals companies on a global basis.
A payment of £17.1m, net of cash acquired of £0.2m, was made on 18 April 2007,
and further payments, based on completion accounts, estimated to be £10.9m, will
be payable on or before March 2008, making a total estimated consideration for
this acquisition of £28.0m.
Provisional details of net assets acquired and fair value adjustments are set
out below. The analysis is provisional due to the timing of the acquisition and
amendments may be made to these figures in the 12 months to 17 April 2008, with
a corresponding adjustment to goodwill.
Book value Accounting Fair value Fair value
prior to policy adjustments to Group on
acquisition alignment acquisition
£m £m £m £m
Property, plant and equipment 3.8 (0.2) - 3.6
Goodwill - - 18.1 18.1
Other intangible assets - - 4.0 4.0
Inventories 0.4 - - 0.4
Trade and other receivables 4.0 - - 4.0
Trade and other payables (1.4) - - (1.4)
Tax payable (0.7) - - (0.7)
Net assets acquired 6.1 (0.2) 22.1 28.0
Net cash outflow (net of cash 17.1
acquired)
Deferred consideration 10.9
Total consideration 28.0
The goodwill of £18.1m represents the value to the Group of acquiring a presence
in an industry sector and country in which the Group did not have a significant
market share. The other intangible assets of £4.0m represent contractual and
non-contractual client relationships.
The accounting policy alignment relates to depreciation of £0.2m to bring the
accounting into line with Group policy.
The profit of Genalysis for the period 1 January 2007 to 18 April 2007 was
£0.5m. The profit attributable to the Group from the date of acquisition to 30
June 2007 was £0.3m.
b) The other five acquisitions were:
(i) On 9 January 2007, purchase of 100% of the share capital of Umitek Limited,
a company incorporated in the UK, for £10.4m, of which £0.5m is deferred. The
net cash acquired was £0.6m. The company and its subsidiaries provide specialist
testing and consultancy services to the oil and gas industries in the North Sea
and globally.
(ii) On 12 March 2007, purchase of 100% of the share capital of Natlabs Oy, a
company incorporated in Finland, for £0.7m. The net cash acquired was £0.2m. The
company provides electro-magnetic compatibility and electrical safety testing.
(iii) On 1 June 2007, purchase of 100% of the share capital of Union Laboratory
Pte Limited, a company incorporated in Singapore, for £1.9m of which £0.2m is
deferred. The company provides petroleum products testing and inspection
services in the Asia Pacific region.
(iv) On 6 June 2007, purchase of the business and assets of UK based ASTA BEAB,
for £4.6m. ASTA BEAB provides global product and systems certification services
and is the owner of the ASTA and BEAB certification marks.
(v) On 7 June 2007, purchase of 100% share capital of Quantitative Technologies
Inc (QTI), a US pharmaceutical testing company, for £13.1m of which £2.5m is
deferred. The net cash acquired was £0.3m. The company provides expert
analytical support services to the global pharmaceutical, medical device and
drug delivery industries.
In addition there were cash costs of £0.4m relating to prior years'
acquisitions.
The table below sets out a provisional analysis of the net assets acquired and
the fair value to the Group in respect of the five acquisitions described above.
The analysis is provisional due to the timing of some of the acquisitions and
amendments may be made to these figures in the period up to 12 months from the
date each business was acquired, with a corresponding adjustment to goodwill.
Book value Accounting Fair value Fair value
prior to policy adjustments to Group on
acquisition alignment acquisition
£m £m £m £m
Property, plant and equipment 1.0 0.2 - 1.2
Goodwill - - 24.7 24.7
Other intangible assets - - 5.7 5.7
Trade and other receivables 4.7 (0.2) - 4.5
Trade and other payables (2.6) (0.3) - (2.9)
Net pension liabilities - (2.8) - (2.8)
Tax payable (0.4) - - (0.4)
Net assets acquired 2.7 (3.1) 30.4 30.0
Net cash outflow (net of cash 26.8
acquired)
Deferred consideration 3.2
Total consideration 30.0
The accounting policy alignments relate to depreciation of £0.2m, additional bad
debt provisions of £0.2m, additional accruals of £0.3m and a pension deficit of
£2.8m, to bring the accounting for these items into line with Group policy. The
other intangible assets of £5.7m represent the value attributable to contractual
and non-contractual client relationships and certification marks.
The goodwill of £24.7m arises as follows:
£m
Umitek 10.1
Natlabs 0.7
Union Laboratory 1.4
ASTA BEAB 3.0
QTI 9.1
Prior period acquisitions 0.4
Total 24.7
Umitek
The goodwill of £10.1m represents the expertise and reputation acquired which
will enable Intertek to improve the service offered to its existing customers.
The acquired management team will develop the Upstream Testing sector within
Intertek.
Natlabs
The goodwill of £0.7m represents the benefit to Intertek of acquiring an
established business in a new territory, which will enhance Intertek's global
network.
Union Laboratory
The goodwill of £1.4m represents the opportunity for Intertek to reinforce its
market leading position in petroleum services in Singapore, acquire key
management and achieve synergies by integrating the acquired business into
Intertek's existing operations.
ASTA BEAB
ASTA BEAB previously sub-contracted testing work to Intertek and the acquisition
secures this work. The goodwill of £3.0m represents this security plus the value
of the workforce and the synergies obtained by combining Intertek's existing
operations with the ASTA BEAB business.
QTI
The goodwill of £9.1m represents the opportunity for Intertek to expand its
pharma services in North America, complementing and enhancing the capabilities
acquired with Alta and ASG.
These acquisitions contributed profits to the Group from their respective dates
of acquisition to 30 June 2007 of £0.6m.
c) The Group revenue and profit for the six months ended 30 June 2007 would have
been £369.1m and £36.8m respectively if all the acquisitions were assumed to
have been made on 1 January 2007.
Post balance sheet events
In July 2007, the Group acquired VIP Cargo Surveys Inc., a petroleum inspection
and testing company based in Texas, US and Geotechnical Services Pty Ltd, a
petroleum laboratory services company located near Perth, Australia. These
businesses were acquired for approximately £4.0m.
In August 2007, the Group acquired Product Quality Partners Inc., a company
based in the US which provides wireless device and application testing and under
a four-year outsourcing contract, the Group also acquired the operating assets
of ICI's Measurement Science Group in Teesside, UK. These businesses were
acquired for approximately £11.9m.
Contingent liabilities: claims and litigation
From time to time, the Group is involved in various claims and lawsuits
incidental to the ordinary course of its business, including claims for damages,
negligence and commercial disputes regarding inspection and testing and disputes
with former employees. The Group is not currently party to any legal proceedings
other than ordinary litigation incidental to the conduct of business.
The outcome of the litigation to which Intertek Group companies are party cannot
be readily foreseen. Based on information currently available, the Directors
consider that the cost to the Group of an unfavourable outcome arising from such
litigation is unlikely to have a materially adverse effect on the financial
position of the Group in the foreseeable future.
The Group holds a professional indemnity insurance policy that provides coverage
for certain claims from customers. The Directors consider this policy adequate
for normal commercial purposes.
12. Approval
The consolidated interim financial information was approved by the Board on 31
August 2007.
This information is provided by RNS
The company news service from the London Stock Exchange