TIDMSNR
RNS Number : 1013O
Senior PLC
04 August 2014
Interim Results for the half-year ended 30 June 2014
12% increase in adjusted profit before tax at constant currency.
Group CEO to retire.
FINANCIAL HIGHLIGHTS Half-year to 30 June
2014 2013 % change % change
(constant
currency)
--------------------------------- --------------- --------------- --------- -----------
REVENUE GBP400.4m GBP399.3m +0% +7%
--------------------------------- --------------- --------------- --------- -----------
OPERATING PROFIT GBP49.6m GBP42.1m +18% +28%
ADJUSTED OPERATING PROFIT (1) GBP54.6m GBP53.3m +2% +11%
ADJUSTED OPERATING MARGIN (1) 13.6% 13.3% +0.3ppts +0.4ppts
--------------------------------- --------------- --------------- --------- -----------
PROFIT BEFORE TAX GBP45.1m GBP37.1m +22% +31%
ADJUSTED PROFIT BEFORE TAX (1) GBP50.1m GBP48.3m +4% +12%
--------------------------------- --------------- --------------- --------- -----------
BASIC EARNINGS PER SHARE 8.66p 8.04p +8%
ADJUSTED EARNINGS PER SHARE (1) 9.65p 9.31p +4%
--------------------------------- --------------- --------------- ---------
PROPOSED INTERIM DIVIDEND PER
SHARE 1.67p 1.52p +10%
--------------------------------- --------------- --------------- ---------
FREE CASH FLOW (2) GBP32.7m GBP28.1m +16%
--------------------------------- --------------- --------------- ---------
NET DEBT (2) - JUNE GBP114.3m GBP65.5m + GBP49m
NET DEBT - DECEMBER 2013 GBP59.2m + GBP55m
--------------------------------- --------------- --------------- ---------
Headlines
-- Group revenue broadly unchanged at GBP400.4m (7% increase at
constant currency)
-- Adjusted profit before tax(1) increased by 4% to GBP50.1m (12%
increase at constant currency)
-- Adjusted earnings per share(1) up 4% to 9.65 pence
-- Completed the acquisition of Upeca in April for GBP74.4m: an
encouraging start with the Group
-- Continued strong free cash flow resulted in net debt of GBP114.3m,
after acquisition of Upeca
-- Group outlook remains encouraging and interim dividend increased
by 10% to 1.67 pence per share
-- Group CEO to retire in the first half of 2015
(1) Adjusted figures are stated before a GBP3.1m charge for amortisation
of intangible assets arising on acquisitions (2013 - GBP2.1m),
acquisition costs of GBP0.4m (2013 - GBP0.1m), a goodwill impairment
charge of GBPnil (2013 - GBP12.9m), reversal of contingent consideration
payable of GBPnil (2013 - GBP3.9m) and a pension curtailment
charge of GBP1.5m (2013 - GBPnil). Adjusted earnings per share
takes account of the tax impact of these items.
(2) See Notes 11(b) and 11(c) for derivation of free cash flow and
of net debt, respectively.
The Group's principal exchange rates for the US dollar and the
Euro, applied in the translation of first-half revenue, profit and
cash flow items at average rates were $1.67 (H1 2013 - $1.55) and
EUR1.22 (H1 2013 - EUR1.18), respectively. The US dollar and Euro
rates applied to the Balance Sheet at 30 June 2014 were $1.70 (June
2013 - $1.52) and EUR1.25 (June 2013 - EUR1.17), respectively.
Commenting on the results, Mark Rollins, Group Chief Executive
of Senior plc, said:
"It is pleasing, at the time of announcing my forthcoming
retirement, to report that Senior has produced a healthy set of
results for the first half of 2014, mainly due to continuing strong
growth in the commercial aerospace sector, the Group's largest
end-market, and improving demand from the Group's principal land
vehicle markets. Most importantly, the Group remains well
positioned for the future. Senior has a stable and experienced
management team in place, is well financed and strongly
cash-generative, new aerospace programmes are entering production
and the increased global demands of Senior's customers offer good
opportunities. The operational challenges associated with
introducing new commercial aerospace programmes are continuing to
be addressed and the outlook for the remainder of the year remains
in line with expectations. The Board expects continued progress in
2015 and beyond."
For further information please contact:
Mark Rollins, Group Chief Executive, Senior plc 01923 714738
Derek Harding, Group Finance Director, Senior
plc 01923 714722
Bindi Foyle, Head of Investor Relations & Leadership
Development, Senior plc 01923 714725
Philip Walters, RLM Finsbury Group 020 7251 3801
This Release, together with other information on Senior plc, may
be found at: www.seniorplc.com
Note to Editors
Senior is an international manufacturing Group with operations
in 14 countries. It is listed on the main market of the London
Stock Exchange (symbol SNR). Senior designs, manufactures and
markets high technology components and systems for the principal
original equipment producers in the worldwide aerospace, defence,
land-vehicle and energy markets.
Cautionary Statement
This Interim Management Report ("IMR") has been prepared solely
to provide additional information to enable shareholders to assess
the Group's strategy and business objectives and the potential for
the strategy and objectives to be fulfilled. It should not be
relied upon by any other party or for any other purpose.
This IMR contains certain forward-looking statements. Such
statements have been made by the Directors in good faith based on
information available to them at the time of their approval of this
Report. These statements should therefore be treated with caution
due to the inherent uncertainties, including both economic and
business risk factors, underlying such forward-looking
information.
INTERIM MANAGEMENT REPORT 2014
Overview
The Group delivered a healthy set of results for the first half
of 2014, with the commercial aerospace market continuing to see
strong growth and demand improving in the Group's global vehicle
markets.
Total Group revenue was broadly unchanged at GBP400.4m (H1 2013
- GBP399.3m). This includes an unfavourable exchange impact of
GBP26.2m and a beneficial incremental impact from acquisitions of
GBP16.0m. If the effect of acquisitions and the exchange impact are
excluded, underlying Group revenue from organic operations
increased by 3% on a constant currency basis.
Total Group reported operating profit increased by 18% to
GBP49.6m (H1 2013 - GBP42.1m), mainly due to the absence of the
goodwill impairment charge and contingent consideration provision
reversal, together totalling GBP9.0m, which were incurred in the
first half of 2013.
Adjusted operating profit increased by GBP1.3m (2%) to GBP54.6m
(H1 2013 - GBP53.3m) with the Group achieving an adjusted operating
margin of 13.6% (H1 2013 - 13.3%). Whilst unfavourable exchange
rate movements reduced H1 2014 adjusted operating profit by GBP4.0m
compared to H1 2013, this was more than offset by the profit
benefit of increased organic revenue, improved operational
performance and GBP1.8m of year-on-year acquisition benefits. If
the effect of acquisitions and exchange movements are excluded,
underlying adjusted operating profit from organic operations
increased by 7% on a constant currency basis.
Adjusted profit before tax increased by GBP1.8m (4%) to GBP50.1m
(H1 2013 - GBP48.3m). The increase was 12% on a constant currency
basis.
The underlying tax rate remained unchanged, compared to the
first half of 2013, at 20.0% and adjusted earnings per share
consequently increased by 4% to 9.65 pence (H1 2013 - 9.31 pence).
Basic earnings per share rose by 8% to 8.66 pence (H1 2013 - 8.04
pence).
The Group continues to be highly cash-generative and delivered
free cash flow of GBP32.7m (H1 2013 - GBP28.1m) after net
investment in capital expenditure of GBP11.9m (H1 2013 - GBP12.5m).
The level of net debt at the end of June 2014 was GBP114.3m, higher
than the GBP59.2m at the end of December 2013 primarily due to the
GBP74.4m acquisition of Upeca (including cash and debt acquired)
completed in April this year. The ratio of net debt to EBITDA at
the end of June 2014 was 0.8x, within the Group's target range of
0.5x to 1.5x and comfortably below the Group's bank covenant level
of 3.0x. The Group remains well placed to fund future organic and
acquisitive growth.
As a result of the healthy underlying results and encouraging
future prospects, the Board is recommending an interim dividend of
1.67 pence per share, an increase of 10% over the prior year (H1
2013 - 1.52 pence).
Delivery of Group Strategy
The Group continued to make good progress during the first half
of 2014 in delivering its strategy.
The acquisition of UPECA Technologies Sdn. Bhd. ("Upeca") in
April strengthens Senior's presence for aerospace and energy
products in the fast-growing Asian region, enabling the Group to
better meet its customers' requirements for in-region suppliers and
cost-competitive solutions. Upeca has two manufacturing facilities
in Malaysia, one selling to the aerospace industry and the other to
the energy market, and a third facility in China, located in
Tianjin, which specialises in energy applications. The two
businesses serving the energy markets are being managed by a single
CEO, reporting to the Flexonics Divisional CEO. The aerospace
business forms part of Senior's Aerospace Structures group of
companies.
Organic investment in growing market share and winning new
programmes is a key strategic focus and a number of significant
programmes have been approved in recent months. In Asia,
construction work is now beginning on the new 196,000 sq ft
facility in Thailand which is expected to cost some GBP6m and to be
operational in the middle of 2015. In North America, an additional
59,000 sq ft leased facility is being constructed for the Group's
SSP operation in California to meet the future A320neo and CSeries
production demands, with GBP4m anticipated to be required to be
spent over the next three years on fitting out the facility and
providing the necessary production equipment. More generally across
the Group, investment in production equipment to meet the growing
volumes in the commercial aerospace industry is increasing, with
the next 12 months expected to see capital expenditure levels
running at a significantly higher rate than recently.
Operating in successful end markets and being aligned with the
right customers is important to Senior's future growth prospects.
The Group's most important market is large commercial aircraft, now
representing 39% of Group sales (H1 2013 - 34%), where Boeing and
Airbus collectively delivered 645 aircraft in the first half of
2014, 7% more than the prior year. Their net orders of 789 aircraft
were 22% above deliveries with their combined order book
consequently increasing to 10,783 aircraft. This represents a very
healthy eight years' production at current build rates, meaning
good growth can be expected in the future. In July 2014, the Group
announced that it is to set up a satellite factory adjacent to
Boeing's rapidly growing facility in South Carolina, to assemble
Boeing 787 structural parts.
In the regional jet market (3% of Group revenue), the Bombardier
CSeries and Mitsubishi Regional Jet programmes, on which Senior has
significant content, continued to edge closer to their expected
first customer deliveries in the second half of 2015 and 2017,
respectively. The Group also made encouraging progress in the
period towards winning meaningful content on Embraer's new E2
regional jet, which is due into service in 2018. Senior's large
business jet market (5% of Group revenue) was broadly stable in the
first half of 2014, with the Group seeing an increase in revenue
mainly due to development activity on the new Learjet 85.
Unsurprisingly, military and defence activity declined with
products for these markets now representing 12% of Group sales in
the first half of 2014 compared to 15% for the same period last
year.
In Flexonics, solid progress was achieved during the first half
of 2014, with the Group's growing presence in Mexico and Asia
attracting early interest from customers wanting global or
in-region supply. Aided by generally better economic conditions,
total Group sales to truck and off-highway markets (13% of Group
revenue) increased by 7% on a constant currency basis, and sales to
passenger vehicle markets (7% of Group revenue) improved by 6% on
the same measure as the Group's principal European market improved
from the seventeen-year low seen in 2013. In the Group's industrial
markets (14% of Group revenue) sales were down 3% on a constant
currency basis, despite the inclusion of Upeca for the second
quarter, against a strong comparator performance in the first half
of 2013. However, enquiry levels have been encouraging in both
North America and Brazil, with order bookings strong. This is
expected to lead to an improved second half sales level as shipment
of the previously announced large industrial expansion joint order,
for a North American Catofin project, commences and product
manufactured by our Brazilian operation, in the first half of the
year, is shipped as payment has now been received for the
products.
Employees and the Board
The Board is delighted to welcome the employees of Upeca to the
Group. Senior now employs over 7,400 people across the world with
over 1,150 located in Asia, demonstrating the ever increasing
global nature of the Group. As previously announced, after seven
years on the Board, David Best stepped down as a non-executive
Director and Chair of the Audit Committee at the end of April 2014
and the Board would like to thank him for his dedicated service and
contribution to the Group's success throughout this time. As
planned, Giles Kerr became Chairman of the Audit Committee upon
David's retirement.
After 15 years on the Board and with the Group well positioned
for the future, Mark Rollins, Group Chief Executive, has decided to
retire from a full-time executive career during the first half of
2015. Recruitment for his successor has commenced.
Outlook
The Group delivered a solid performance in the first half of
2014 with the large commercial aerospace market remaining strong
and some early signs of an economic recovery taking place.
Consequently, progress is expected to be made across the Group's
operations during the remainder of the year, although the
anticipated improved performance at Thermal Engineering is yet to
be fully delivered and the successful industrialisation of new
programmes, particularly at SSP, remains a challenge. In
particular, the second half of the year is expected to benefit from
six months' full ownership of Upeca, the consolidation benefits of
relocating Capo into Ketema, which is progressing to plan and is
expected to be completed in late summer, and the improved
industrial volumes in North America and Brazil discussed above. The
translation effect of foreign exchange continues to add a degree of
uncertainty to the Group's reported outcome for the year.
Looking further ahead, the forecast delivery of the first A350
in Q4 2014, and its subsequent production ramp-up, together with
Boeing's and Airbus's plans to increase the build rates of their
B787, B737 and A320 aircraft, mean the outlook for the large
commercial aerospace sector, the Group's most important market, is
both strong and visible. In particular, the Group can expect to
benefit from the greater content it has on the new-engine versions
of the high-volume narrow bodied aircraft, the A320neo and B737
MAX, which are scheduled to enter service in 2015 and 2017,
respectively. Having world-class aerospace facilities in Asia is
also expected to lead to increases in market share. Consequently,
the Group was pleased to achieve recent small contract awards on
the A350 and A320 at the newly acquired Upeca facility in Malaysia,
and to be progressing as planned in bringing additional A350 and
B787 work into production in Thailand during 2015. Against this
growing backdrop, pricing pressure remains a challenge, but is
being managed in line with expectations and is generally moderating
as contract negotiations are completed.
Elsewhere in the Aerospace Division, the Group remains
encouraged by the regional and business jet sector, with
Bombardier's CSeries aircraft, on which the Group has healthy
content, continuing its test programme and forecasting first
deliveries in 2015. Senior has also increased its content on the
Learjet L85 and the Embraer E2-Jet in recent months. The outlook
for military and defence, representing 12% of Group sales in H1
2014, remains weaker, with increases in the build rates of new
programmes, such as the A400M military transporter and the P-8
naval reconnaissance aircraft, not expected to entirely offset the
impact of reduced defence spending by the USA and European
Governments.
In Flexonics, the outlook for Senior's land vehicle operations
is showing some early signs of improvement, with volumes of
heavy-duty trucks and passenger vehicles gradually improving in
most of the Group's main markets from the low levels seen in 2013.
Activity in India and Brazil, however, remains weak. Whilst the
future level of the Group's industrial activity is less visible,
given its often one-off project nature, the Group's industrial end
markets such as power generation, oil and gas, chemical processing,
medical and semi-conductor are likely to grow broadly in line with
global economic activity. In addition, environmental legislation
continues to tighten across the globe, which can be expected to
provide greater demand for the Group's products.
Staying focused on customer alignment, operational excellence
and our people, all key elements of the Group's business model,
will enable Senior to continue to grow organically. In addition,
Senior's cash-generative nature and strengthening market and
financial position provide a solid platform from which the Group
can continue to pursue acquisitive growth opportunities on a
targeted basis to complement its existing portfolio of
businesses.
Overall, the Board anticipates the Group to perform in line with
expectations for 2014 with Senior well positioned to make further
progress in 2015 and beyond.
DIVISIONAL REVIEW
Aerospace Division
The Aerospace Division represents 66% (H1 2013 - 64%) of Group
revenue and consists of 19 operations. These are located in North
America (10), the United Kingdom (four), continental Europe
(three), Thailand (one) and Malaysia (one).
The Aerospace Division's main products are airframe and other
structural parts (30% of 2014 H1 divisional sales), engine
structures and mounting systems (29%), metallic ducting systems
(17%), composite ducting systems (6%), fluid control systems (6%)
and helicopter machined parts (4%). The remaining 8% of divisional
sales were to non-aerospace, but related technology markets,
including the energy, semi-conductor and medical markets.
The Division's largest customers include Rolls-Royce
(representing 17% of 2014 H1 divisional sales), Boeing (17%),
Spirit AeroSystems (11%), United Technologies (8%), Bombardier
(5%), Airbus (4%), Safran (3%), GKN (3%) and GE (2%).
The Aerospace Division's operating results on a constant
currency basis are summarised below:
Half-year Half-year
ended ended
30 June 30 June
2014 2013 (1) Change
GBPm GBPm
Revenue 264.0 239.8 +10.1%
Adjusted operating profit 39.4 34.9 +12.9%
Adjusted operating margin 14.9% 14.6% +0.3ppts
(1) H1 2013 results translated using H1 2014 average exchange rates.
Divisional revenue increased by GBP24.2m (10.1%) to GBP264.0m
(H1 2013 - GBP239.8m at constant currency) and adjusted operating
profit increased by GBP4.5m (12.9%) to GBP39.4m (H1 2013 - GBP34.9m
at constant currency). Excluding the incremental contribution from
the acquisitions of Atlas (revenue of GBP0.4m; operating profit of
GBP0.1m), Thermal (revenue of GBP7.9m; operating profit of GBP0.5m)
and Upeca Aerospace (revenue of GBP2.8m; operating profit of
GBP0.5m), organic revenue for the Division increased by GBP13.1m
(5.5%) and adjusted operating profit increased by GBP3.4m (9.7%)
over the first half of 2013. The adjusted operating margin
increased to 14.9% (H1 2013 - 14.6%), mainly due to general
efficiency improvements, the cost-reduction actions taken at one of
the Group's defence-focused operations last year and the absence of
the costs incurred when the structures business of the Weston
operation in the UK relocated in mid 2013.
In November 2013, the Group acquired Thermal Engineering Holding
Limited ("Thermal"), a company which specialises in manufacturing
hot- and cold-formed components, complex fabricated assemblies and
thermal insulation heat shields and systems. The capabilities and
markets are highly attractive and complementary to the Group, but
the business has historically not met customers' expectations for
quality and on-time delivery performance which is causing
additional rework and inspection costs to be incurred as the
situation is corrected. Following a recent change of management,
the situation is improving and the longer-term future prospects for
the business remain encouraging.
The merger of Capo into Ketema, announced at the end of 2013,
has progressed to plan and budget and is now nearing completion,
with the consolidation benefits expected to be seen from later this
year. As part of the strategy to better align the Group with its
customers, AMT, the Group's largest aerospace facility, has
announced plans to open a satellite assembly facility in
Charleston, South Carolina by the end of 2014. This new facility
will support Boeing's 787 operations and, when fully operational,
is expected to employ approximately 60 people.
Work is well under way to bring Upeca's aerospace operations
into the Group's Aerospace Division. Upeca has strong relationships
with a number of blue-chip customers and the early signs of the
long-term opportunities presented as a result of Senior's ownership
are encouraging. In the short term, the business continues to gain
content on a number of key programmes, although it has been
impacted by the customer moving the start-up of a new B787
programme out to 2015.
Large commercial aircraft represented 59% of divisional revenue
for the first half of 2014. Senior grew its sales to this important
sector by 20.2%, on a constant currency basis, during the six-month
period to 30 June 2014, with organic growth, excluding
acquisitions, being 13.2%. The Group benefited from build rate
increases, particularly for the B787 and B737, and continued to
consolidate its position on a number of key aircraft programmes,
winning additional content on the A350 and B787, as well as the
A320neo and B737 MAX.
Revenue from the military and defence sector (19% of divisional
revenue) (H1 2013 - 23%), declined by 8.8% during the period, on a
constant currency basis, primarily due to the absence of
significant development activity on the A400M and one-off catch-up
volumes for the CH-47 (Chinook) helicopter, both experienced in the
prior year. An increase in production of the A400M and the
stabilisation of build rates for the Group's main defence
programmes, such as the Black Hawk helicopter and C-130J military
transport aircraft, are anticipated in the second half.
The production of regional and business jet aircraft showed
signs of improvement in the period. Revenue derived from the
business jet sector (8% of divisional revenue) increased by 5.4%
due to increased activity on the Bombardier L85 and the inclusion
of Thermal's business jet revenue. In the regional jet sector (4%
of divisional revenue), Group revenue was 11.0% higher, on a
constant currency basis, due to increased demand for Bombardier CRJ
and Russian Regional Jet aircraft.
Around 10% of the Aerospace Division's revenue was derived from
other markets such as space, non-military helicopters, power and
energy, medical and semi-conductor, where the Group manufactures
products using very similar technology to that used for certain
aerospace products. Overall, revenue derived from these markets was
broadly unchanged from the level seen in the first half of
2013.
Flexonics Division
The Flexonics Division represents 34% (H1 2013 - 36%) of Group
revenue and consists of 13 operations which are located in North
America (four), continental Europe (three), the United Kingdom,
South Africa, India, Brazil, Malaysia and Tianjin, China. The Group
also has a 49% equity stake in a land vehicle joint venture in
Wuhan, China.
59% of the Flexonics Division's revenues in H1 2014 were from
land vehicle components, 40% from industrial markets and 1% from
aerospace markets.
The land vehicle sales comprise cooling and emission control
components (25% of H1 2014 divisional sales), flexible connectors
for vehicle exhaust systems (14%), diesel fuel distribution
pipework (17%) and off-highway vehicle hydraulics (3%). The
industrial product revenue is derived from the power and energy
markets (17% of divisional sales), oil and gas and chemical
processing industries (12%), HVAC and solar markets (3%) and a
range of other markets (8%).
The Division's largest individual end users are land vehicle
customers, including Cummins (representing 17% of H1 2014
divisional sales), Caterpillar (9%), Ford (5%), PSA (4%) and
Renault (4%). Individual industrial customers rarely account for
more than 1 or 2% of divisional sales and, given the generally
bespoke and project nature of the Group's industrial products, the
customers vary significantly each year. Bloom Energy (3%) and
Emerson (3%) were the largest industrial customers in the period.
Woodward accounted for the majority of aerospace revenue within the
Flexonics Division in H1 2014.
The Flexonics Division's operating results on a constant
currency basis are summarised below:
Half-year Half-year
ended ended
30 June 30 June
2014 2013 (1) Change
GBPm GBPm
Revenue 136.6 133.8 +2.1%
Adjusted operating profit 20.1 18.5 +8.6%
Adjusted operating margin 14.7% 13.8% +0.9ppts
(1) H1 2013 results translated using H1 2014 average exchange rates.
Divisional revenue grew by GBP2.8m (2.1%) to GBP136.6m (H1 2013
- GBP133.8m at constant currency) and adjusted operating profit
increased by GBP1.6m (8.6%) to GBP20.1m (H1 2013 - GBP18.5m at
constant currency). Excluding the incremental contribution from the
acquisition of Upeca Energy in April 2014 (revenue of GBP4.9m;
operating profit of GBP0.7m), organic revenue for the Division
declined by GBP2.1m (1.6%) whilst adjusted operating profit
increased by GBP0.9m (4.9%) as margins improved. The adjusted
operating margin increased to 14.7% (H1 2013 - 13.8%), principally
due to operational improvements being made at the Division's
largest business, as customer demand was more stable than the prior
year, and a smaller loss being incurred in the Division's French
operation.
Total Group sales to truck and off-highway markets (38% of
divisional revenue) increased by 6.9% at constant currency. The
increase was mostly due to improvements in the North American
medium- and heavy-duty truck market and the continued addition of
new programmes for the Group in Europe. Sales to passenger vehicle
markets (21% of divisional revenue) increased by 5.5%, with modest
improvements in the Division's main European market, off the back
of historical lows, and increases in the recently entered Chinese
market more than offsetting weak demand in Brazil and India.
In the Group's industrial markets (40% of divisional revenue)
organic sales, excluding the benefit of Upeca Energy, were down
GBP6.8m (12.0%) on a constant currency basis, against a strong
comparator performance in the first half of 2013, when a large
solar energy contract was shipped. In addition, the first half of
2014 saw lower sales of fuel-cell products and expansion joints
being manufactured, but not shipped, at the Group's Brazilian
operation, due to customer payment delays. Pleasingly, a large
customer payment was received at the end of June 2014 which allows
for product to be delivered over the coming months. This, along
with the first shipments of the previously announced large
industrial expansion joint order for a North American Catofin
project towards the end of the year, is expected to lead to
improved second half sales for the Group's industrial products.
The Upeca energy business has made a positive impact on the
Flexonics Division since its acquisition in April and opportunities
to work together with the Group's existing operations, such as GA
in the USA, have been identified.
FINANCIAL REVIEW
Financial Summary
A summary of the Group's operating results (at reported
currency) is set out in the table below. Further detail on the
underlying performance of each Division is set out above in the
Divisional Review.
Adjusted
operating
Revenue profit (1) Margin
---------------------- ---------------------- ---------------------
Half-year Half-year Half-year Half-year Half-year Half-year
ended ended ended ended ended ended
30 June 30 June 30 June 30 June 30 June 30 June
2014 2013 2014 2013 2014 2013
GBPm GBPm GBPm GBPm % %
Aerospace 264.0 254.2 39.4 36.8 14.9 14.5
Flexonics 136.6 145.6 20.1 20.6 14.7 14.1
Share of results
of joint venture - - (0.2) (0.1) - -
Inter-segment sales (0.2) (0.5) - - - -
Central costs - - (4.7) (4.0) - -
---------- ---------- ---------- ---------- --------- ----------
Group total 400.4 399.3 54.6 53.3 13.6 13.3
========== ========== ========== ========== ========= ==========
(1) Adjusted operating profit is the profit before interest and
tax and before amortisation of intangible assets arising on
acquisitions, acquisition costs, goodwill impairment charge,
reversal of contingent consideration payable and exceptional
pension charge.
Adjusted operating profit may be reconciled to the operating
profit that is shown in the Condensed Consolidated Income Statement
as follows:
Half-year Half-year
ended ended
30 June 30 June
2014 2013
GBPm GBPm
Operating profit per Condensed Consolidated Income
Statement 49.6 42.1
Exceptional pension curtailment charge 1.5 -
Amortisation of intangible assets from acquisitions 3.1 2.1
Acquisition costs 0.4 0.1
Impairment of goodwill - 12.9
Reversal of contingent consideration payable - (3.9)
---------- ----------
Adjusted operating profit 54.6 53.3
========== ==========
Financial Detail
Revenue
Total Group revenue marginally increased to GBP400.4m (H1 2013 -
GBP399.3m). This included an unfavourable exchange impact of
GBP26.2m and the beneficial incremental impact from three
acquisitions of GBP16.0m: Atlas acquired in February 2013
(GBP0.4m); Thermal acquired in November 2013 (GBP7.9m); and Upeca
acquired in April 2014 (GBP7.7m). If the effect of acquisitions and
the year-on-year unfavourable exchange impact are excluded,
underlying Group revenue from organic operations increased by 3.0%
on a constant currency basis. In the first half of 2014, 63% of
sales from continuing operations originated from North America, 16%
from the UK, 13% from the Rest of Europe and 8% from the Rest of
the World.
Operating profit
Adjusted operating profit increased by GBP1.3m (2.4%) to
GBP54.6m (H1 2013 - GBP53.3m) with the Group achieving an adjusted
operating margin of 13.6% (H1 2013 - 13.3%). Whilst unfavourable
exchange rate movements reduced H1 2014 adjusted operating profit
by GBP4.0m compared to H1 2013, this was more than offset by the
profit benefit of increased organic revenue, improved operational
performance and the year-on-year acquisition contributions of
GBP1.8m (Atlas GBP0.1m; Thermal GBP0.5m; Upeca GBP1.2m). If the
effect of acquisitions and exchange movements are excluded,
underlying adjusted operating profit from organic operations
increased by 7.1% on a constant currency basis.
Adjusted operating profit is stated before finance costs (as
detailed below), acquisition costs of GBP0.4m (H1 2013 - GBP0.1m),
amortisation of intangible assets arising on acquisitions of
GBP3.1m (H1 2013 - GBP2.1m), goodwill impairment charge of GBPnil
(H1 2013 - GBP12.9m), reversal of contingent consideration payable
of GBPnil (H1 2013 - GBP3.9m) and an exceptional pension charge of
GBP1.5m (H1 2013 - GBPnil).
Total Group reported operating profit increased by 17.8% to
GBP49.6m (H1 2013 - GBP42.1m), mainly due to the absence of the
goodwill impairment charge and contingent consideration provision
reversal, together totalling GBP9.0m, incurred in the first half of
2013.
Finance costs
Total finance costs, net of investment income of GBP0.1m (H1
2013 - GBP0.1m), decreased to GBP4.5m (H1 2013 - GBP5.0m). Net
interest costs on borrowings decreased to GBP4.1m (H1 2013 -
GBP4.3m), mainly due to the increased debt associated with the
acquisition of Upeca being more than offset by the favourable
impact of foreign exchange translation of US dollar denominated
borrowings. The net IAS 19 pension finance cost decreased to
GBP0.4m (H1 2013 - GBP0.7m) principally because of a reduction in
the pension net deficit at 31 December 2013 compared to that at 31
December 2012.
Profit before tax
Adjusted profit before tax increased by GBP1.8m (3.7%) to
GBP50.1m (H1 2013 - GBP48.3m). On a constant currency basis,
adjusted profit before tax increased by 11.8% (H1 2013 - GBP44.8m).
Statutory profit before tax increased 21.6% to GBP45.1m (H1 2013 -
GBP37.1m). The reconciling items between adjusted and statutory
profit before tax are shown in Note 4 of the Interim Financial
Statements.
Tax charge
The total tax charge increased to GBP9.1m (H1 2013 - GBP3.8m).
If the net tax benefits of GBP0.9m (H1 2013 - GBP5.9m) arising from
amortisation of intangible assets on acquisitions, exceptional
pension charge and impairment of goodwill are added back, the
adjusted tax charge of GBP10.0m (H1 2013 - GBP9.7m) represents an
unchanged underlying tax rate of 20.0% (H1 2013 - 20.0%) on
adjusted profit before tax.
Earnings per share
The weighted average number of shares, for the purposes of
calculating undiluted earnings per share, increased to 415.7
million (H1 2013 - 414.4 million). The increase arose principally
from the vesting of shares awarded under the Group's Long-term
Incentive Plan. Adjusted earnings per share increased by 3.7% to
9.65 pence (H1 2013 - 9.31 pence). Basic earnings per share
increased by 7.7% to 8.66 pence (H1 2013 - 8.04 pence). See Note 7
of the Interim Financial Statements for details of the basis of
these calculations.
Dividend
The interim dividend is being increased by 10% to 1.67 pence per
share (2013 interim dividend - 1.52 pence), reflecting the Group's
solid first half performance and encouraging future prospects. It
will be paid on 28 November 2014 to shareholders on the register at
the close of business on 24 October 2014.
Cash flow
The Group's free cash flow, the derivation of which is set out
in Note 11(b) of the Interim Financial Statements, remained strong
at GBP32.7m (H1 2013 - GBP28.1m). The main driver of the cash
performance was cash generated from operations of GBP55.1m (H1 2013
- GBP48.7m), which is stated after taking into account pension
contributions in excess of service costs of GBP4.6m (H1 2013 -
GBP3.3m) and a working capital outflow of GBP9.0m (H1 2013 -
GBP14.1m). The working capital outflow was mainly due to an
increase in receivables that arose due to increased underlying
activity in the period relative to that of Q4 2013 combined with
customers paying to longer terms. In addition, the ramp-up of
production with a number of our key aerospace programmes and the
shipment delays in Brazil has resulted in higher inventory levels
during the first half of the year. These increases were partially
offset by an increase in creditors. As anticipated, the Group's
level of working capital as a proportion of annualised sales in the
six-month period increased to 12.0% (11.3%
excluding acquisitions), remaining within the Group's target
range.
Capital expenditure of GBP12.1m (H1 2013 - GBP12.5m) was equal
to depreciation, with the majority of the spend related to
investment in growth programmes. Capital expenditure of GBP7.9m was
incurred in the Aerospace Division, GBP3.9m in the Flexonics
Division and GBP0.3m at the Group's holding companies. Capital
expenditure is expected to be significantly higher in the second
half of the year than the first half, as major investments are
being made to support future growth programmes.
Net debt
Net debt increased by GBP55.1m in the six-month period to
GBP114.3m at 30 June 2014 (31 December 2013 - GBP59.2m). This
increase was principally due to the GBP74.4m acquisition of Upeca
(cash consideration of GBP59.1m plus overdraft and debt acquired of
GBP15.3m). Other movements included GBP15.0m of dividend payments,
GBP0.6m purchase of own shares net of shares issued, GBP2.2m of
favourable currency movements and a free cash inflow of
GBP32.7m.
The ratio of net debt to EBITDA at the end of June 2014 was
0.8x, within the Group's target range of 0.5x to 1.5x and
comfortably below the Group's bank covenant level of 3.0x.
Retirement benefit obligations
Aggregate post-retirement benefit liabilities at 30 June 2014
were GBP24.8m in excess of the value of pension assets,
representing a decrease in the deficit of GBP0.8m from 31 December
2013. The net liability in respect of the Group's UK defined
benefit pension plan increased by GBP0.5m to GBP16.1m (31 December
2013 - GBP15.6m). Net pension liabilities in North America and
other territories decreased by GBP1.3m. The GBP0.8m net decrease
over the first six months of 2014 is principally due to improved
asset returns and the deficit reduction contributions made by the
Group, offset partially by an increase in liabilities due to lower
bond yields, that determine the discount rate in calculating the
plans' liabilities, and a GBP1.5m curtailment charge following
closure of the Group's UK pension plan to future accrual in April
2014.
Changes in accounting policies
The accounting policies adopted in these Interim Financial
Statements are consistent with those followed in the preparation of
the Group's Annual Report & Accounts 2013, except for the
adoption of Standards and Interpretations that are effective for
the current financial year. These are highlighted in Note 2 of the
Interim Financial Statements, and do not have a material impact on
the Group's results.
Related party transactions
The Group's related party transactions are between the Company
and its subsidiaries, and have been eliminated on
consolidation.
Going concern basis
The Group's business activities, performance and position are
set out above and in the Divisional Reviews. These include a
description of the financial position of the Group, its cash flows,
liquidity position and borrowing facilities. In addition, a review
of the principal risks and uncertainties that are likely to affect
the Group's future development is set out below. A summary of the
Group's policies and processes in respect of capital and financial
risk management, including foreign exchange and liquidity risks, is
included in Note 21 on page 86 of the Annual Report & Accounts
2013.
The Group meets its day-to-day working capital and other funding
requirements through a combination of long-term funding, in the
form of revolving credit and private placement facilities, and
short-term overdraft borrowing. At 30 June 2014, 93% of the Group's
gross debt was financed via revolving credit and private placement
facilities, with an average maturity of 2.7 years. The Group is
profitable, cash-generative and well funded with net debt of
GBP114.3m compared to GBP178.9m of committed borrowing facilities.
The Group will be required to repay $35m (GBP20.6m) of private
placement loans in October 2014. The Group has sufficient undrawn
committed debt capacity to satisfy this maturity.
Economic conditions are, however, liable to change, thereby
potentially creating uncertainty in a number of areas such as the
level of demand for the Group's products, cost inflation, interest
and exchange rates, where the rate between Pound Sterling and the
US dollar is particularly important to the Group's financial
performance. This is because around 69% of the Group's profits in
H1 2014 were earned in North America and 84% of its gross
borrowings at 30 June 2014 were denominated in US dollars. For
these reasons, a sensitivity analysis has been performed on the
Group's forecasts and projections, to take account of reasonably
possible changes in trading performance, together with foreign
exchange fluctuations under the hedging policies that are in place.
This analysis shows that the Group will be able to operate well
within the level of its current committed borrowing facilities and
banking covenants under all reasonably foreseeable scenarios. As a
consequence, the Directors have a reasonable expectation that the
Company and the Group have adequate resources to continue in
operational existence for the foreseeable future, and the Board has
continued to adopt the going concern basis in preparing the Group's
Condensed Consolidated Interim Financial Statements.
Risks and uncertainties
The Directors consider that the principal risks and
uncertainties, which are likely to have a material impact on the
Group's performance over the remaining six months of this financial
year, and which could cause actual results to differ materially
from the expected and historical results, have not changed from
those set out in detail on pages 13 to 15 of the Annual Report
& Accounts 2013, which is available at www.seniorplc.com.
These can be summarised as:
-- Strategy
-- Acquisitions
-- Employee retention
-- Programme participation
-- Price down pressures
-- New aircraft platform delays
-- Importance of emerging markets
-- Global cyclical downturn
-- Corporate governance breach
-- Financing and liquidity
Overall, the Board does not anticipate any significant change in
the likely impact of these risks.
Directors' Responsibility Statement
We confirm to the best of our knowledge that:
1. the condensed set of Interim Financial Statements has been prepared
in accordance with IAS 34 "Interim Financial Reporting" as adopted
by the European Union;
2. the Interim Management Report herein includes a fair review of
the important events during the first six months and description
of the principal risks and uncertainties for the remaining six
months of the year, as required by Rule 4.2.7R of the Disclosure
and Transparency Rules of the United Kingdom's Financial Conduct
Authority; and
3. the Interim Management Report includes as applicable, a fair
review of disclosure of related party transactions and changes
therein, as required by Rule 4.2.8R of the Disclosure and Transparency
Rules of the United Kingdom's Financial Conduct Authority.
By Order of the Board
Mark Rollins Derek Harding
Group Chief Executive Group Finance Director
1 August 2014 1 August 2014
Condensed Consolidated Income Statement
For the half-year ended 30 June 2014
Half-year Half-year Year
ended ended ended
30 June 30 June 31 Dec
Notes 2014 2013 2013
GBPm GBPm GBPm
Continuing operations
Revenue 3 400.4 399.3 775.1
---------- ---------- --------
Trading profit before one-off items 49.8 51.2 104.4
Goodwill impairment - (12.9) (12.7)
Reversal of contingent consideration
payable - 3.9 3.8
Restructuring costs - - (1.9)
-------------------------------------- ------ ---------- ---------- --------
Trading profit 49.8 42.2 93.6
Share of joint venture loss 3 (0.2) (0.1) (0.3)
Operating profit (1) 49.6 42.1 93.3
Investment income 0.1 0.1 0.2
Finance costs (4.6) (5.1) (9.7)
---------- ---------- --------
Profit before tax (2) 45.1 37.1 83.8
Tax 5 (9.1) (3.8) (12.4)
---------- ---------- --------
Profit for the period 36.0 33.3 71.4
---------- ---------- --------
Attributable to:
Equity holders of the parent 36.0 33.3 71.4
---------- ---------- --------
Earnings per share
Basic (3) 7 8.66p 8.04p 17.22p
---------- ---------- --------
Diluted (4) 7 8.55p 7.93p 17.00p
---------- ---------- --------
(1) Adjusted operating profit 4 54.6 53.3 107.6
(2) Adjusted profit before tax 4 50.1 48.3 98.1
(3) Adjusted earnings per share 7 9.65p 9.31p 19.00p
(4) Adjusted and diluted earnings
per share 7 9.52p 9.20p 18.76p
Condensed Consolidated Statement of Comprehensive Income
For the half-year ended 30 June 2014
Half-year Half-year Year
ended ended ended
30 June 30 June 31 Dec
2014 2013 2013
GBPm GBPm GBPm
Profit for the period 36.0 33.3 71.4
Other comprehensive income:
Items that may be reclassified
subsequently to profit or loss:
Gains / (losses) on cash flow hedges
during the period 0.5 (2.8) (2.4)
Reclassification adjustments for
losses included in profit or loss - 1.1 1.5
---------- ---------- --------
Gains / (losses) on cash flow hedges 0.5 (1.7) (0.9)
Exchange differences on translation
of foreign operations (5.9) 15.0 (7.8)
Tax relating to items that may
be reclassified - - (0.3)
---------- ---------- --------
(5.4) 13.3 (9.0)
Items that will not be reclassified
subsequently to profit or loss:
Actuarial (losses) / gains on defined
benefit pension schemes (2.2) 5.1 4.3
Tax relating to items that will
not be reclassified 0.1 (1.2) (2.1)
---------- ---------- --------
(2.1) 3.9 2.2
Other comprehensive income for
the period, net of tax (7.5) 17.2 (6.8)
---------- ---------- --------
Total comprehensive income for
the period 28.5 50.5 64.6
---------- ---------- --------
Attributable to:
Equity holders of the parent 28.5 50.5 64.6
---------- ---------- --------
Condensed Consolidated Balance Sheet
As at 30 June 2014 30 June 30 June
Notes 2014 2013 31 Dec 2013
GBPm GBPm GBPm
Non-current assets
Goodwill 8 258.3 219.9 225.9
Other intangible assets 31.2 17.2 16.6
Investment in joint venture 0.8 1.1 1.0
Property, plant and equipment 9 154.7 143.5 142.6
Deferred tax assets 6.7 11.5 7.0
Trade and other receivables 0.4 0.4 0.5
------- ------- -----------
Total non-current assets 452.1 393.6 393.6
------- ------- -----------
Current assets
Inventories 111.2 98.1 99.4
Trade and other receivables 133.5 124.3 114.3
Cash and cash equivalents 11a) 31.8 57.4 53.1
------- ------- -----------
Total current assets 276.5 279.8 266.8
------- ------- -----------
Total assets 728.6 673.4 660.4
------- ------- -----------
Current liabilities
Trade and other payables 145.6 132.2 127.4
Current tax liabilities 16.1 13.9 15.1
Obligations under finance leases 11c) 0.4 0.4 0.4
Bank overdrafts and loans 11c) 29.2 0.2 21.2
Provisions 1.2 6.1 1.6
------- ------- -----------
Total current liabilities 192.5 152.8 165.7
------- ------- -----------
Non-current liabilities
Bank and other loans 11c) 115.7 121.9 90.4
Retirement benefit obligations 12 24.8 30.3 25.6
Deferred tax liabilities 18.8 16.4 16.5
Obligations under finance leases 11c) 0.8 0.4 0.3
Others 0.2 0.3 0.4
------- ------- -----------
Total non-current liabilities 160.3 169.3 133.2
------- ------- -----------
Total liabilities 352.8 322.1 298.9
------- ------- -----------
Net assets 375.8 351.3 361.5
------- ------- -----------
Equity
Issued share capital 10 41.7 41.6 41.6
Share premium account 13.9 13.8 13.8
Equity reserve 5.5 3.7 5.2
Hedging and translation reserve (19.0) 8.7 (13.6)
Retained earnings 336.3 285.2 316.4
Own Shares (2.6) (1.7) (1.9)
------- ------- -----------
Equity attributable to equity holders
of the parent 375.8 351.3 361.5
------- ------- -----------
Total equity 375.8 351.3 361.5
------- ------- -----------
Condensed Consolidated Statement of Changes in Equity
For the half-year ended 30 June 2014
All equity is attributable to equity holders of
the parent
Hedging
Issued Share and
share premium Equity translation Retained Own Total
capital account reserve reserve earnings shares equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Balance at 1 January
2013 41.4 13.7 3.8 (4.6) 259.6 (1.0) 312.9
-------- -------- -------- ------------ --------- -------- -------
Profit for the period - - - - 71.4 - 71.4
Losses on cash flow
hedges - - - (0.9) - - (0.9)
Exchange differences
on translation of
foreign operations - - - (7.8) - - (7.8)
Actuarial gains on
defined benefit pension
schemes - - - - 4.3 - 4.3
Tax relating to components
of other comprehensive
income - - - (0.3) (2.1) - (2.4)
-------- -------- -------- ------------ --------- -------- -------
Total comprehensive
income for the period - - - (9.0) 73.6 - 64.6
Issue of share capital 0.2 0.1 (0.2) - - - 0.1
Share-based payment
charge - - 3.0 - - - 3.0
Tax relating to share-based
payments - - - - 1.7 - 1.7
Purchase of shares
held by employee benefit
trust - - - - - (0.9) (0.9)
Transfer to retained
earnings - - (1.4) - 1.4 - -
Dividends paid - - - - (19.9) - (19.9)
-------- -------- -------- ------------ --------- -------- -------
Balance at 31 December
2013 41.6 13.8 5.2 (13.6) 316.4 (1.9) 361.5
-------- -------- -------- ------------ --------- -------- -------
Profit for the period - - - - 36.0 - 36.0
Gains on cash flow
hedges - - - 0.5 - - 0.5
Exchange differences
on translation of
foreign operations - - - (5.9) - - (5.9)
Actuarial losses on
defined benefit pension
schemes - - - - (2.2) - (2.2)
Tax relating to components
of other comprehensive
income - - - - 0.1 - 0.1
-------- -------- -------- ------------ --------- -------- -------
Total comprehensive
income for the period - - - (5.4) 33.9 - 28.5
Issue of share capital 0.1 0.1 (0.1) - - - 0.1
Share-based payment
charge - - 1.6 - - - 1.6
Tax relating to share-based
payments - - - - (0.2) - (0.2)
Purchase of shares
held by employee benefit
trust - - - - - (0.7) (0.7)
Transfer to retained
earnings - - (1.2) - 1.2 - -
Dividends paid - - - - (15.0) - (15.0)
-------- -------- -------- ------------ --------- -------- -------
Balance at 30 June
2014 41.7 13.9 5.5 (19.0) 336.3 (2.6) 375.8
-------- -------- -------- ------------ --------- -------- -------
All equity is attributable to equity holders of
the parent
Hedging
Issued Share and
share premium Equity translation Retained Own Total
capital account reserve reserve earnings shares equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Balance at 1 January
2013 41.4 13.7 3.8 (4.6) 259.6 (1.0) 312.9
-------- -------- -------- ------------ --------- -------- -------
Profit for the period - - - - 33.3 - 33.3
Losses on cash flow
hedges - - - (1.7) - - (1.7)
Exchange differences
on translation of
foreign operations - - - 15.0 - - 15.0
Actuarial gains on
defined benefit pension
schemes - - - - 5.1 - 5.1
Tax relating to components
of other comprehensive
income - - - - (1.2) - (1.2)
-------- -------- -------- ------------ --------- -------- -------
Total comprehensive
income for the period - - - 13.3 37.2 - 50.5
Issue of share capital 0.2 0.1 (0.2) - - - 0.1
Share-based payment
charge - - 1.4 - - - 1.4
Tax relating to share-based
payments - - - - 0.7 - 0.7
Purchase of shares
held by employee benefit
trust - - - - - (0.7) (0.7)
Transfer to retained
earnings - - (1.3) - 1.3 - -
Dividends paid - - - - (13.6) - (13.6)
-------- -------- -------- ------------ --------- -------- -------
Balance at 30 June
2013 41.6 13.8 3.7 8.7 285.2 (1.7) 351.3
-------- -------- -------- ------------ --------- -------- -------
Condensed Consolidated Cash Flow Statement
For the half-year ended 30 June 2014
Half-year Half-year Year
ended ended ended
30 June 30 June 31 Dec
Notes 2014 2013 2013
GBPm GBPm GBPm
Net cash from operating activities 11a) 44.5 40.3 92.4
---------- ---------- --------
Investing activities
Interest received 0.1 0.1 0.2
Proceeds on disposal of property,
plant and equipment 0.2 0.2 0.9
Purchases of property, plant and
equipment (11.6) (12.1) (28.7)
Purchases of intangible assets (0.5) (0.4) (1.0)
Investment in joint venture - (0.4) (0.5)
Acquisition of Upeca 13 (60.1) - -
Acquisition of Thermal - - (28.1)
Acquisition of Atlas - (2.4) (2.4)
Net cash used in investing activities (71.9) (15.0) (59.6)
---------- ---------- --------
Financing activities
Dividends paid (15.0) (13.6) (19.9)
New loans 27.8 - -
Repayment of borrowings (4.5) - (0.2)
Repayments of obligations under
finance leases (0.9) (0.2) (0.5)
Share issues 0.1 0.1 0.1
Purchase of shares held by employee
benefit trust (0.7) (0.7) (0.9)
Net cash from / (used in) financing
activities 6.8 (14.4) (21.4)
---------- ---------- --------
Net (decrease) / increase in cash
and cash equivalents (20.6) 10.9 11.4
Cash and cash equivalents at beginning
of period 53.1 43.9 43.9
Effect of foreign exchange rate
changes (0.7) 2.6 (2.2)
---------- ---------- --------
Cash and cash equivalents at end
of period 11a) 31.8 57.4 53.1
---------- ---------- --------
Notes to the Condensed Consolidated Interim Financial
Statements
1. General information
The information for the year ended 31 December 2013 does not
constitute the Group's statutory accounts for 2013 as defined in
Section 434 of the Companies Act 2006. Statutory accounts for 2013
have been delivered to the Registrar of Companies. The auditor's
report on those accounts was unqualified, did not draw attention to
any matters by way of emphasis and did not contain statements under
Sections 498(2) or (3) of the Companies Act 2006.
These Interim Financial Statements, which were approved by the
Board of Directors on 1 August 2014, have been reviewed by the
auditor, whose review opinion is set out at the end of this
Report.
2. Accounting policies
The Group's Annual Financial Statements are prepared in
accordance with International Financial Reporting Standards
("IFRS") as adopted by the European Union.
These Interim Financial Statements have been prepared in
accordance with the Disclosure and Transparency Rules of the
Financial Conduct Authority and with IAS 34 "Interim Financial
Reporting" as adopted by the European Union. They have also been
prepared on the going concern basis as set out in the IMR. The
Directors have, at the time of approving these Interim Financial
Statements, a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable
future, a period of not less than 12 months from this reporting
date. Accordingly, they continue to adopt the going concern basis
of accounting in preparing these Interim Financial Statements.
The accounting policies, presentation and methods of computation
adopted are consistent with those followed in the preparation of
the Group's Annual Financial Statements for the year ended 31
December 2013, except for as described below.
In the current financial year, the Group has adopted the
following standards and amendments:
IFRS 10 establishes a single basis to determine whether an
entity should be included in the consolidated financial statements.
This standard does not change the Group's conclusion on control and
therefore does not represent a material impact on the Group's
Financial Statements.
IFRS 11 introduces an amended approach to joint arrangements and
provides guidance on how to account for joint operations and joint
ventures. This standard does not change the Group's conclusion on
its joint venture and therefore does not represent a material
impact on the Group's Financial Statements.
IFRS 12 provides disclosure requirements for all forms of
interest in other entities. The required enhanced disclosures will
be presented in the Group's Annual Financial Statements for the
year ending 31 December 2014.
IAS 27 contains the accounting and disclosure requirements for
investments in subsidiaries, joint arrangements and associates when
preparing separate financial statements. This standard has no
material impact on the Group's Financial Statements.
IAS 28 prescribes the accounting for associates and joint
ventures. This standard does not represent a material impact on the
Group's Financial Statements.
IFRS 10, IFRS 11 and IFRS 12: Consolidated Financial Statements,
Joint Arrangements and Disclosure of Interests in Other Entities -
Transition Guidance provides additional relief by limiting the
requirements to provide comparative information to only the
proceeding comparative period. This guidance does not represent a
material impact on the Group's Financial Statements.
The following amendments to Standards and Interpretations are
also effective from the current financial year, but currently do
not impact the Group's operations: IFRS 10, IFRS 12 and IAS 27
(Amendments) Investment Entities, IAS 39 (Amendments) Novation of
Derivatives and Continuation of Hedge Accounting and IFRIC 21
Levies.
3. Segmental analysis
The Group reports its segment information as two operating
Divisions according to the market segments they serve, Aerospace
and Flexonics. For management purposes, the Aerospace Division is
managed as two sub-divisions, Aerostructures and Fluid Systems, in
order to enhance management oversight; however, these are
aggregated as one reporting segment in accordance with IFRS 8. The
Flexonics Division is managed as a single division.
There has been no change in the basis of segmentation or in the
basis of measurement of segment profit or loss in the period.
Adjusted operating profit, as described in Note 4, is the key
measure reported to the Group's Executive Committee for the purpose
of resource allocation and assessment of segment performance.
Investment income, finance costs and tax are not allocated to
segments, as this type of activity is driven by the central tax and
treasury function.
Segment assets include directly attributable computer software
assets, property, plant and equipment, and working capital assets.
Goodwill, intangible customer relationships, cash, deferred and
current tax, and other financial assets (except for working
capital) are not allocated to segments for the purposes of
reporting financial performance to the Group's Executive
Committee.
Segment liabilities include directly attributable trade payables
and accruals. Debt, finance lease obligations, deferred and current
tax and retirement benefit obligations are not allocated to
segments for the purposes of reporting financial performance to the
Group's Executive Committee.
Business Segments
Segment information for revenue, operating profit and a
reconciliation to entity net profit is presented below.
Eliminations Eliminations
/ central / central
Aerospace Flexonics costs Total Aerospace Flexonics costs Total
Half-year Half-year Half-year Half-year Half-year Half-year Half-year Half-year
ended ended ended ended ended ended ended ended
30 June 30 June 30 June 30 June 30 June 30 June 30 June 30 June
2014 2014 2014 2014 2013 2013 2013 2013
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Continuing
operations
External revenue 263.9 136.5 - 400.4 253.9 145.4 - 399.3
Inter-segment
revenue 0.1 0.1 (0.2) - 0.3 0.2 (0.5) -
---------- ---------- ------------ ---------- ---------- ---------- ------------ ----------
Total revenue 264.0 136.6 (0.2) 400.4 254.2 145.6 (0.5) 399.3
---------- ---------- ------------ ---------- ---------- ---------- ------------ ----------
Continuing
adjusted
trading profit 39.4 20.1 (4.7) 54.8 36.8 20.6 (4.0) 53.4
Share of joint
venture loss - (0.2) - (0.2) - (0.1) - (0.1)
---------- ---------- ------------ ---------- ---------- ---------- ------------ ----------
Continuing
adjusted
operating profit 39.4 19.9 (4.7) 54.6 36.8 20.5 (4.0) 53.3
Exceptional
pension charge - - (1.5) (1.5) - - - -
Reversal of
contingent
consideration
payable - - - - - 3.9 - 3.9
Amortisation
of intangible
assets from
acquisitions (2.1) (1.0) - (3.1) (1.5) (0.6) - (2.1)
Impairment of
goodwill - - - - (12.9) - - (12.9)
Acquisition
costs (0.2) (0.2) - (0.4) (0.1) - - (0.1)
----------
Operating profit 37.1 18.7 (6.2) 49.6 22.3 23.8 (4.0) 42.1
---------- ---------- ------------ ---------- ---------- ------------
Investment income 0.1 0.1
Finance costs (4.6) (5.1)
---------- ----------
Profit before
tax 45.1 37.1
Tax (9.1) (3.8)
---------- ----------
Profit after
tax 36.0 33.3
---------- ----------
Segment information for assets and a reconciliation to total
assets and for liabilities and a reconciliation to total
liabilities is presented below.
30 June 30 June 31 Dec
2014 2013 2013
Assets GBPm GBPm GBPm
Aerospace 269.3 250.4 251.5
Flexonics 127.3 115.2 103.7
Corporate 3.7 2.0 2.3
-------- -------- -------
Segment assets for reportable segments 400.3 367.6 357.5
Unallocated
Goodwill 258.3 219.9 225.9
Intangible customer relationships 28.8 15.1 14.3
Cash 31.8 57.4 53.1
Deferred and current tax 7.1 11.6 7.6
Others 2.3 1.8 2.0
-------- -------- -------
Total assets per Balance Sheet 728.6 673.4 660.4
-------- -------- -------
30 June 30 June 31 Dec
2014 2013 2013
GBPm GBPm GBPm
Liabilities
Aerospace 82.8 75.2 74.6
Flexonics 50.4 46.7 37.3
Corporate 10.8 14.6 14.1
-------- -------- -------
Segment liabilities for reportable segments 144.0 136.5 126.0
Unallocated
Debt 144.9 122.1 111.6
Finance leases 1.2 0.8 0.7
Deferred and current tax 34.9 30.3 31.6
Retirement benefit obligations 24.8 30.3 25.6
Others 3.0 2.1 3.4
-------- -------- -------
Total liabilities per Balance Sheet 352.8 322.1 298.9
-------- -------- -------
4. Adjusted operating profit and adjusted profit before tax
Adjusted operating profit and adjusted profit before tax,
derived in accordance with the table below, have been provided to
identify the performance of operations, from the time of
acquisition or until the time of disposal, prior to the impact of
exceptional pension charges, amortisation of intangible assets
acquired on acquisitions, impairment charges, reversal of
contingent consideration payable, restructuring costs and
acquisition costs.
Half-year Half-year Year
ended ended ended
30 June 30 June 31 Dec
2014 2013 2013
GBPm GBPm GBPm
Operating profit 49.6 42.1 93.3
---------- ---------- --------
Exceptional pension charge / (credit) 1.5 - (1.1)
Reversal of contingent consideration
payable - (3.9) (3.8)
Amortisation of intangible assets from
acquisitions 3.1 2.1 4.2
Impairment of goodwill - 12.9 12.7
Restructuring costs - - 1.9
Acquisition costs 0.4 0.1 0.4
---------- ---------- --------
Adjustments to operating profit 5.0 11.2 14.3
---------- ---------- --------
Adjusted operating profit 54.6 53.3 107.6
---------- ---------- --------
Profit before tax 45.1 37.1 83.8
Adjustments to profit before tax as above 5.0 11.2 14.3
Adjusted profit before tax 50.1 48.3 98.1
---------- ---------- --------
5. Tax charge
Half-year Half-year
ended ended
30 June 30 June
2014 2013
Current tax: GBPm GBPm
Current year 8.1 6.3
---------- ----------
8.1 6.3
Deferred tax:
Current year 1.0 (2.5)
---------- ----------
9.1 3.8
---------- ----------
Corporation tax for the interim period is charged at 20.2% (2013
- 10.3%) on profit before tax. On adjusted profit before tax, an
underlying tax rate of 20.0% (2013 - 20.0%) is charged,
representing the best estimate of the weighted average annual
corporation tax rate expected for the full financial year.
6. Dividends
Half-year Half-year
ended ended
30 June 30 June
2014 2013
GBPm GBPm
Amounts recognised as distributions to equity
holders in the period:
Final dividend for the year ended 31 December
2013 of 3.60p (2012 - 3.27p) per share 15.0 13.6
---------- ----------
Proposed interim dividend for the year ended 31
December 2014 of 1.67p (2013 - 1.52p) per share 7.0 6.3
---------- ----------
The proposed interim dividend was approved by the Board of
Directors on 1 August 2014 and has not been included as a liability
in these Interim Financial Statements.
7. Earnings per share
The calculation of the basic and diluted earnings per share is
based on the following data:
Half-year Half-year
ended ended
30 June 30 June
2014 2013
Number of shares million million
Weighted average number of ordinary shares for
the purposes of basic earnings per share 415.7 414.4
Effect of dilutive potential ordinary shares:
Share options 5.4 5.3
---------- ----------
Weighted average number of ordinary shares for
the purposes of diluted earnings per share 421.1 419.7
---------- ----------
Half-year Half-year Half-year Half-year
ended ended ended ended
30 June 30 June 30 June 30 June
2014 2014 2013 2013
Earnings EPS Earnings EPS
Earnings and earnings per share GBPm pence GBPm pence
Profit for the period 36.0 8.66 33.3 8.04
Adjust:
Amortisation of intangible
assets from acquisitions net
of tax of GBP0.6m (2013 - GBP0.7m) 2.5 0.60 1.4 0.34
Reversal of contingent consideration
payable net of tax of GBPnil
(2013 - GBPnil) - - (3.9) (0.95)
Impairment charge net of tax
of GBPnil (2013 - GBP5.2m) - - 7.7 1.86
Acquisition costs net of tax
of GBPnil (2013 - GBPnil) 0.4 0.10 0.1 0.02
Exceptional pension charge
net of tax of GBP0.3m (2013
- GBPnil) 1.2 0.29 - -
Adjusted earnings after tax 40.1 9.65 38.6 9.31
---------- ---------- ---------- ----------
Earnings per share
- basic 8.66p 8.04p
- diluted 8.55p 7.93p
- adjusted 9.65p 9.31p
- adjusted and diluted 9.52p 9.20p
The earnings figures used to calculate both the basic earnings
per share and the diluted earnings per share are the same.
The denominators used for all basic, diluted and adjusted
earnings per share are as detailed in the "Number of shares" table
above.
Adjusted earnings per share, derived in accordance with the
table above, has been provided to identify the performance of
operations, from the time of acquisition or until the time of
disposal, prior to the impact of the following items:
- amortisation of intangible assets acquired on acquisitions;
- reversal of contingent consideration payable;
- impairment charges;
- acquisition costs; and
- exceptional pension charges.
8. Goodwill
The change in goodwill from GBP225.9m at 31 December 2013 to
GBP258.3m at 30 June 2014 reflects foreign exchange differences of
GBP3.6m, a GBP34.7m increase in goodwill recognised on the
acquisition of Upeca, and a GBP1.3m increase in goodwill related to
the acquisition of Thermal on 29 November 2013 (see Note 13).
9. Property, plant and equipment
During the period, the Group spent GBP11.6m (2013 - GBP12.1m) on
the acquisition of property, plant and equipment. The Group also
disposed of machinery with a carrying value of GBP0.2m (2013 -
GBP0.2m) for proceeds of GBP0.2m (2013 - GBP0.2m).
10. Share capital
Share capital as at 30 June 2014 amounted to GBP41.7m. During
the period, the Group issued 50,467 shares at an average price of
170.5p per share under share option plans, raising GBP0.09m. A
further 1,358,809 shares were issued during the period under the
Group's Long-term Incentive Plan.
11. Notes to the cash flow statement
a) Reconciliation of operating profit to net cash from operating
activities
Half-year Half-year
ended ended
30 June 30 June
2014 2013
GBPm GBPm
Operating profit from continuing operations 49.6 42.1
Adjustments for:
Depreciation of property, plant and equipment 11.8 10.9
Amortisation of intangible assets from acquisitions 3.1 2.1
Amortisation of other intangible assets 0.3 0.4
Impairment of goodwill - 12.9
Share of joint venture 0.2 0.1
Reversal of contingent consideration payable - (3.9)
Share-based payment charges 1.7 1.7
Pension payments in excess of service cost (4.6) (3.3)
Exceptional pension charge 1.5 -
---------- ----------
Operating cash flows before movements in working
capital 63.6 63.0
Increase in inventories (8.7) (1.7)
Increase in receivables (14.3) (17.5)
Increase in payables 14.0 5.1
Working capital currency movements 0.5 (0.2)
Cash generated by operations 55.1 48.7
Income taxes paid (6.5) (4.3)
Interest paid (4.1) (4.1)
---------- ----------
Net cash from operating activities 44.5 40.3
---------- ----------
Cash and cash equivalents comprise:
Cash 31.8 57.4
Total 31.8 57.4
---------- ----------
Cash and cash equivalents (which are presented as a single class
of assets on the face of the Balance Sheet) comprise cash at bank
and other short-term highly liquid investments with a maturity of
three months or less.
b) Free cash flow
Free cash flow, a non-statutory item, highlights the total net
cash generated by the Group prior to corporate activity such as
acquisitions, disposals, financing and transactions with
shareholders. It is derived as follows:
Half-year Half-year
ended ended
30 June 30 June
2014 2013
GBPm GBPm
Net cash from operating activities 44.5 40.3
Interest received 0.1 0.1
Proceeds on disposal of property, plant and equipment 0.2 0.2
Purchases of property, plant and equipment - cash (11.6) (12.1)
Purchase of intangible assets (0.5) (0.4)
---------- ----------
Free cash flow 32.7 28.1
---------- ----------
c) Analysis of net debt
At Assumed At
1 January on acquisition Exchange 30 June
2014 Cash flow movement 2014
GBPm GBPm GBPm GBPm GBPm
Cash and cash equivalents 53.1 (20.6) - (0.7) 31.8
Debt due within one
year (21.2) 4.5 (12.9) 0.4 (29.2)
Debt due after one
year (90.4) (27.8) - 2.5 (115.7)
Finance leases (0.7) 0.9 (1.4) - (1.2)
Total (59.2) (43.0) (14.3) 2.2 (114.3)
---------- --------- ---------------- --------- --------
12. Retirement benefit schemes
Aggregate post-retirement benefit obligations are GBP24.8m (30
June 2013 - GBP30.3m; 31 December 2013 - GBP25.6m). This liability
is made up of net deficits in the Group's UK and US defined benefit
pension schemes, with deficits of GBP16.1m (30 June 2013 -
GBP16.9m; 31 December 2013 - GBP15.6m) and GBP3.7m (30 June 2013 -
GBP7.8m; 31 December 2013 - GBP4.3m) respectively, and a liability
on unfunded schemes of GBP5.0m (30 June 2013 - GBP5.6m; 31 December
2013 - GBP5.7m). These values have been assessed by independent
actuaries using current market values and discount rates. The
decrease in the liability from GBP25.6m at 31 December 2013 to
GBP24.8m at 30 June 2014 is due to the positive effect of total
cash contributions in excess of service costs of GBP4.6m, returns
on pension assets in excess of the discount rate and a fall in
inflation expectations in the period, offset by a reduction in the
UK and US plan discount rate assumptions to 4.2% (31 December 2013
- 4.5% and 4.8%, respectively), and a GBP1.5m curtailment charge to
the Condensed Consolidated Income Statement in the period following
the closure of the Group's UK pension scheme to future accrual at
the end of 6 April 2014. The change in the discount rate assumption
since 31 December 2013 is in line with movements in market yields
of high-quality corporate bonds which are used to determine the net
interest cost.
13. Acquisitions
a) Thermal Engineering Limited
As noted in the Annual Report & Accounts 2013, on 29
November 2013 the Group acquired 100% of the issued share capital
of Thermal Engineering Ltd and its parent company Thermal
Engineering Holding Ltd (collectively "Thermal"). On reviewing the
financial exposures, the fair value of financial liabilities
increased by GBP1.3m resulting in a corresponding increase in
goodwill of GBP1.3m.
b) UPECA Technologies Sdn. Bhd.
On 8 April 2014, the Group acquired 100% of the issued share
capital of UPECA Technologies Sdn. Bhd., and its 100%-owned
subsidiaries UPECA Flowtech Sdn. Bhd., UPECA Engineering (Tianjin)
Co. Ltd, UPECA Valve Automation Sdn. Bhd. and UPECA Engineering
Sdn. Bhd., together with its 75%-owned subsidiary UPECA Aerotech
Sdn. Bhd. (collectively "Upeca"). The Group also subsequently
acquired the remaining 25% minority interest in UPECA Aerotech Sdn.
Bhd. Upeca is located in Selangor, Malaysia and Tianjin, China and
manufactures high-precision engineered components serving the
aerospace and energy sectors. Upeca's capabilities are highly
complementary to Senior's existing portfolio, strengthening the
Group's aerospace and energy market presence in the increasingly
important South-East Asian region. The consideration was GBP59.1m
plus the assumption of GBP15.3m of net debt and the acquisition was
funded by the Group's existing debt facilities.
Set out below is a provisional summary of the net assets
acquired:
Recognised amounts of identifiable assets acquired GBPm
and liabilities assumed:
---------------------------------------------------------- -------
Identifiable intangible assets 17.8
Property, plant and equipment 15.9
Inventories 5.3
Financial assets, excluding cash and cash equivalents 7.6
Cash and cash equivalents 4.9
Financial liabilities excluding bank overdraft and
other borrowings (5.5)
Bank overdraft and other borrowings (20.2)
Deferred tax liability (1.4)
---------------------------------------------------------- -------
Net assets acquired 24.4
Goodwill 34.7
---------------------------------------------------------- -------
Total consideration 59.1
---------------------------------------------------------- -------
Consideration satisfied by:
Cash paid 59.1
Net cash outflow arising on acquisition:
Cash consideration 59.1
Add: overdraft net of cash and cash equivalents acquired 1.0
---------------------------------------------------------- -------
Net cash outflow arising on acquisition 60.1
---------------------------------------------------------- -------
The goodwill of GBP34.7m represents the premium paid in
anticipation of future profitability from assets that are not
capable of being separately identified and separately recognised
such as the assembled workforce as well as the expectation that the
Group will be able to leverage its wider market access and strong
financial position to generate sustainable financial growth beyond
what Upeca would have potentially achieved as a stand-alone
company. None of the goodwill is expected to be deductible for tax
purposes.
The intangible assets acquired as part of the acquisition relate
mainly to customer contracts and relationships, the fair value of
which is dependent on estimates of attributable future revenues,
profitability and cash flows, and are being amortised over five
years.
The financial assets acquired include trade receivables with a
provisional fair value of GBP6.9m and a gross contractual value of
GBP6.9m, all of which is currently expected to be collectible.
Acquisition related costs of GBP0.4m are included in
administrative expenses within trading profit in the Group's
Condensed Consolidated Income Statement for the half-year ended 30
June 2014.
The fair value of the acquired identifiable assets and
liabilities is provisional pending finalisation of the fair value
exercise.
Upeca contributed GBP7.7m of external revenue and GBP1.2m to the
Group's operating profit from the date of acquisition to 30 June
2014. If the acquisition had been completed on 1 January 2014,
continuing Group revenue for the six months ended 30 June 2014
would have been GBP408.3m and continuing Group operating profit
would have been GBP50.9m.
14. Financial Instruments
Categories of financial instruments
Half-year Half-year
ended ended
30 June 30 June
2014 2013
GBPm GBPm
Carrying value of financial assets:
Cash and cash equivalents 31.8 57.4
Trade receivables 121.4 116.2
Other receivables 2.0 1.6
Loans and receivables at amortised cost 155.2 175.2
---------- ----------
Currency derivatives used for hedging 1.9 0.3
Total financial assets 157.1 175.5
---------- ----------
Carrying value of financial liabilities:
Bank overdrafts and loans 144.9 122.1
Obligations under finance leases 1.2 0.8
Trade payables 81.1 66.6
Other payables 57.2 56.3
Other financial liabilities at amortised cost 284.4 245.8
---------- ----------
Currency derivatives used for hedging 1.3 2.0
Fair value of interest rate swaps 0.1 -
---------- ----------
Total financial liabilities 285.8 247.8
---------- ----------
Half-year Half-year
ended ended
30 June 30 June
2014 2013
GBPm GBPm
Undiscounted contractual maturity of other financial
liabilities:
Amounts payable:
On demand or within one year 202.0 131.4
In the second to fifth years inclusive 93.1 82.1
After five years 13.0 66.5
---------- ----------
308.1 280.0
Less: future finance charges (23.7) (34.2)
---------- ----------
Other financial liabilities at amortised cost 284.4 245.8
---------- ----------
Any amounts drawn under the committed syndicated multi-currency
facility, which matures in 2016, are drawn on a short-term basis
and are therefore shown as payable within one year in the above
contractual maturity analysis. The carrying amount is a reasonable
approximation of fair value for the financial assets and
liabilities noted above except for bank overdrafts and loans, where
the Directors estimate the fair value to be GBP157.4m (2013 -
GBP142.9m). The fair value has been determined by applying a
make-whole calculation using prevailing treasury bill yields plus
the applicable credit spread for the Group.
Fair values
The following table presents an analysis of financial
instruments that are measured subsequent to initial recognition at
fair value. All financial instruments are measured at level 2 i.e.
those fair values derived from inputs other than quoted prices that
are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices). There has not
been any transfer of assets or liabilities between levels. There
are no non-recurring fair value measurements.
Half-year Half-year
ended ended
30 June 30 June
2014 2013
GBPm GBPm
Assets
Foreign exchange contracts - cash flow hedges 1.9 0.3
--------- ---------
Total assets 1.9 0.3
--------- ---------
Liabilities
Foreign exchange contracts - cash flow hedges 1.3 2.0
Interest rate swap 0.1 -
--------- ---------
Total liabilities 1.4 2.0
--------- ---------
INDEPENDENT REVIEW REPORT TO SENIOR PLC
We have been engaged by Senior plc ("the Company") to review the
condensed set of Financial Statements in the half-yearly financial
report for the six months ended 30 June 2014 which comprises the
Condensed Consolidated Income Statement, the Condensed Consolidated
Statement of Comprehensive Income, the Condensed Consolidated
Balance Sheet, the Condensed Consolidated Statement of Changes in
Equity, the Condensed Consolidated Cash Flow Statement and related
Notes 1 to 14. We have read the other information contained in the
half-yearly financial report and considered whether it contains any
apparent misstatements or material inconsistencies with the
information in the condensed set of Financial Statements.
This report is made solely to the Company in accordance with
International Standard on Review Engagements (UK and Ireland) 2410
"Review of Interim Financial Information Performed by the
Independent Auditor of the Entity" issued by the Auditing Practices
Board. Our work has been undertaken so that we might state to the
Company those matters we are required to state to them in an
independent review report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company, for our review work, for this
report, or for the conclusions we have formed.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and
has been approved by, the Directors. The Directors are responsible
for preparing the half-yearly financial report in accordance with
the Disclosure and Transparency Rules of the United Kingdom's
Financial Conduct Authority.
As disclosed in Note 2, the annual Financial Statements of the
Group are prepared in accordance with IFRS as adopted by the
European Union. The condensed set of Financial Statements included
in this half-yearly financial report has been prepared in
accordance with International Accounting Standard 34, "Interim
Financial Reporting", as adopted by the European Union.
Our responsibility
Our responsibility is to express to the Company a conclusion on
the condensed set of Financial Statements in the half-yearly
financial report based on our review.
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410, "Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity" issued by the Auditing Practices Board for use in
the United Kingdom. A review of interim financial information
consists of making inquiries, 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 2014 is not prepared, in all material respects, in accordance
with International Accounting Standard 34 as adopted by the
European Union and the Disclosure and Transparency Rules of the
United Kingdom's Financial Conduct Authority.
Deloitte LLP
Chartered Accountants and Statutory Auditor
Reading, United Kingdom
1 August 2014
This information is provided by RNS
The company news service from the London Stock Exchange
END
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