Interim / Quarterly Report • Oct 1, 2011
Interim / Quarterly Report
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Halma p.l.c. Half Year Report 2011/12
Business Review
Year on year growth +12%
Year on year growth +17%
| Change | 2011/12 | 2010/11 | |
|---|---|---|---|
| Revenue | +12% | £280m | £249.1m |
| Adjusted Profit before Taxation1 | +17% | £57.5m | £49.3m |
| Statutory Profit before Taxation | +8% | £51.3m | £47.3m |
| Adjusted Earnings per Share2 | +21% | 11.75p | 9.75p |
| Statutory Earnings per Share | +12% | 10.52p | 9.38p |
| Interim Dividend per Share3 | +7% | 3.79p | 3.54p |
| Return on Sales4 | 20.5% | 19.8% | |
| Return on Total Invested Capital5 | 16.9% | 15.5% | |
| Return on Capital Employed5 | 68.8% | 72.3% |
Pro-forma information:
Return on Sales
Adjusted to remove the amortisation of acquired intangible assets and acquisition costs (including transaction costs and movement on contingent
Year on year growth +21%
Adjusted earnings
per share
Halma has an impressive record of creating sustained shareholder value through the economic cycle.Our reputation is built on consistently delivering record profits, high returns, strong cash flows, low levels of balance sheet gearing and a 30+ year track record of growing dividend payments by 5% or more every year. We are one of only three companies quoted on the London Stock Exchange with this record of dividend increases.
Our ability to achieve record profits through the recent period of unprecedented economic turbulence is derived from our strategy of having a group of relatively small, autonomous businesses operating in diverse specialised global markets with resilient growth drivers. These includeHealth, Safety and Environmental regulation which stimulate 'non-discretionary' purchase of products whose technical, quality and reliability requirements enable us to build competitive advantage.
Wemaintain organic growthmomentumby increasing levels ofinvestmentin people development, new product development and establishing platforms for growth in developingmarkets, whereHealth,Safety andEnvironmental regulation is starting to emerge.
Organic growth generates the financial and business resources we need to fund acquisitions. Through acquisitions we add value to our business by bringing new intellectual assets and a wider technological and geographic footprint.
Over the long term, we actively manage the mix of businesses in ourGroup to ensure we can continue to generate strong growth and returns. Whilst acquisitions accelerate entry into more attractive market niches, we also exit markets which promise to offer less attractive opportunities in the future through carefully planned disposals.
Halma's defensive market qualities, organic growth momentum and potentialto acquire new businesses position us strongly to continue to create shareholder value and achieve even higher levels of performance in the future.
Halma remains on track
Interim Dividend per Share
Our business is to make products which protect lives and improve the quality of life for people worldwide. We do this through continuous innovation in market-leading products, which meet the increasing demands for improvements to health, safety and the environment. We build strong positions in market niches where the demand is global. Our businesses are autonomous and highly entrepreneurial.
For the first half, revenue from continuing operations of £280m was 12% up compared with the prior year (2010/11: £249m); organic revenue1 growth was 4.7% and, at constant currency, was 5.8%.
Adjusted1 profit before tax from continuing operations increased 17% to £57.5m (2010/11: £49.3m), with organic growth of 4.5% at constant currency. Statutory profit before tax increased by 8% to £51.3m.
Return on Total Invested Capital1 was 16.9% (2010/11: 15.5%). Cash flow was solid in the half year and we completed two acquisitions for initial payments totalling £14.5m, including £1.1m of debt (2010/11: £nil). This contributed to net debt of £56m at the end of the period compared with £37m at 2 April 2011.
The Board declares a 7% increase in the interim dividend to 3.79 pence per share, maintaining the higher rate of dividend increase established last year. This dividend will be paid on 8 February 2012 to shareholders on the register at 6 January 2012. This increase reflects the Board's continuing confidence in Halma's long-term growth prospects.
Halma's half year results reflect the continuing efforts of our employees to improve our effectiveness, controlling costs yet still delivering revenue growth. In addition, we have acquired businesses over the past year which have strong product, market and
financial characteristics. This is demonstrated by the 0.7% improvement in the Group's half year Return on Sales1 to 20.5% (2010/11: 19.8%).
We invest strongly in products, markets and people and expect to continue to see the results of these investments, particularly in new products and in China, in the short to medium term.
During the first half, Halma purchased Kirk Key Interlock Company, LLC for \$14.5m (including \$1.8m of debt) and Avo Photonics, Inc. for \$9.1m (plus a contingent payment of up to \$11m based on future profit growth). These businesses add to our existing strength in the Safety Interlocks and Photonics markets respectively.
I am delighted that Daniela Barone Soares has joined the Halma Board.
The Board continually keeps the appropriateness of its composition under review particularly in terms of relevant experience and diversity in its widest sense. Daniela's experience demonstrates this commitment threefold – geographically, in terms of gender and by way of executive experience. Daniela will certainly add to the Board's debate on value creation with her unique perspective.
Although there are significant global economic uncertainties, our structure of decentralised management and the underpinning of demand from fundamental growth drivers have proved to be resilient in difficult markets. Halma remains on track to make further progress in the second half.
1 See Financial Highlights.
Geoff Unwin Chairman
Record revenue and profit with increased returns
Andrew Williams Chief Executive
Revenue
Halma made good progress during the first half year, achieving record revenue and profit in every sector. There was widespread growth geographically, with an especially strong performance in China where sales grew by 29%.
Revenue grew by 12% to £280m (2010/11: £249m) and adjusted1 profit by 17% to £57.5m (2010/11: £49.3m). The organic growth rates of 5.8% for revenue and 4.5% for profit (at constant currency), reflected increased investment in our three pillars of strategic growth: Innovation, International Expansion and People Development. Return on Sales1 increased to 20.5% (2010/11: 19.8%).
It was pleasing to see order intake growth maintained, resulting in an order book at the end of the period 5% higher than at the start.
Return on Total Invested Capital1 was excellent at 16.9% (2010/11: 15.5%) whilst Return on Capital Employed1 was also strong at 69% (2010/11: 72%). Both these ratios reflect the good operational management by our subsidiary management teams as does the solid cash generation which continued throughout the period. We ended the first half with net debt of £56m (March 2011: net debt £37m).
Halma is in a strong financial position and we have acted to ensure that continues. In October 2011, we negotiated a new £260m syndicated revolving credit facility with a core group of well-established banks which runs to October 2016. It replaces the previous £165m facility which was due to end in February 2013.
All three main sectors reported record revenue and profit and increased Return on Sales.
Health and Analysis saw revenue up by 17% to £121m (2010/11: £104m), and profit2 up by 26% to £28.0m (2010/11: £22.1m). Return on Sales improved to 23.1% (2010/11: 21.3%). Water, Photonics, Health Optics and Fluid Technology all reported revenue and profit growth with the latter benefiting significantly from the impact of acquisitions. Water had a particularly strong performance in the UK, due to increased investment in water network monitoring devices by the UK water utilities. In Fluid Technology, further customer consolidation and some changes in the market shares amongst the major OEM players in medical diagnostic systems had an adverse impact on our organic performance. We expect to see the impact of these factors ease as we move through 2012.
Infrastructure Sensors had another solid performance, growing revenue by 5% to £101m (2010/11: £96m) and profit2 by 8% to £19.4m (2010/11: £17.9m). Return on Sales was 19.2% (2010/11: 18.7%). Fire Detection and Automatic Door Sensors increased revenue whilst strengthening their global operations, particularly in Asia and the USA. Elevator Safety had flat revenue and Security Sensors reported revenue marginally lower than last year with tough conditions in Europe and the USA for both businesses.
Industrial Safety had a particularly impressive first half, increasing revenue by 17% to £58m (2010/11: £49m) and profit2 by 20% to £13.6m (2010/11: £11.3m). Return on Sales improved to 23.4% (2010/11: 22.9%). Gas Detection, Bursting Disks, Safety Interlocks and Asset Monitoring all achieved double-digit growth in revenue and profit.
UK revenue was up by 18% whilst Mainland Europe also performed strongly with growth of 15%. The challenges faced by our Fluid Technology and Elevator Safety sub-sectors contributed to lower growth in the USA of 6%. China continued to make good progress, growing by 29%, despite lower growth in Automatic Door Sensors caused by the recent disruption to the state-sponsored High Speed Train investment programme.
In May 2011, we acquired Kirk Key Interlock Company, LLC based in Ohio, USA for \$14.5m (including \$1.8m of debt) to give us a stronger presence in the US Safety Interlock market. In July 2011, we acquired Avo Photonics, Inc. based in Pennsylvania, USA for an initial consideration of \$9.1m and a contingent payment of up to \$11m based on profit growth achieved up to March 2012. Avo adds advanced design and manufacturing capabilities to Halma's successful Photonics businesses. The integration of both businesses into the Group has proceeded well.
We remain focused on identifying acquisition opportunities that add value by strengthening our market positions and technological capabilities.
R&D spend increased by 10% to £13.4m (2010/11: £12.2m) demonstrating our commitment to generating growth through product Innovation. As reported in our recent Annual Report, in May 2011 we held a successful Halma Innovation and Technology Exposition in Orlando, Florida, which gave all Halma companies the opportunity to share knowledge and technology. I am also encouraged by the steady increase in the number of products specifically designed for developing markets such as China. Our ability to tailor products for local markets is increasingly important in driving revenue growth and market share in developing regions.
Investment in our International Expansion strategic initiative continues apace with our five commercial offices in China now fully operational and our manufacturing hub in Shanghai attracting more Halma companies. Our headcount in India is growing steadily and we plan to move to larger offices in Mumbai with light assembly and technical support facilities in the second half. Two Halma sub-sectors now have a direct presence in South America, with a further four sub-sectors making progress towards that goal in 2012.
People Development is essential to our sustained success. We have launched new advanced training programmes for previous Halma Executive Development Programme delegates and we are increasing our focus on developing local management talent in Asia. We are making good progress towards the launch of the first Halma Graduate Development Programme in 2012. We are committed to increasing the diversity of our management talent and, in addition to our initiatives in Asia, we are identifying new ways in which we can encourage improvement in gender diversity.
There are no significant changes to the risks and uncertainties in the Annual Report and on our website, www.halma.com. These are summarised in note 12 of this Half Year Report.
Halma remains on track to make further progress in the second half. The diversity of our niche end-markets and our operational structure of locally managed, agile businesses have proved to be major strengths during challenging circumstances. We will continue to focus on achieving growth and high returns in the short term whilst maintaining investment to support growth in the medium term.
1 See Financial Highlights.
2 See note 2 to the Condensed Financial Statements.
We aim to achieve high returns on invested capital and create shareholder value. We operate in relatively noncyclical, specialised global markets where technology and application know-how provide the opportunity to generate growth at sustainable high returns through strong competitive advantage. Our chosen markets have significant barriers to entry. Demand for our products is underpinned by long-term, resilient growth drivers.
We place our operational resources close to our customers through local, autonomous businesses.
Our values help to ensure a consistent set of standards and behaviours throughout the Group. This is particularly important given the Group's decentralised structure.
Our core values are Achievement, Innovation, Empowerment and Customer Satisfaction. We encourage our employees to act fairly in their dealings with fellow employees, customers, suppliers and business partners.
We are making the following key strategic investments across the group to accelerate growth above market rates:
Demand in each of our markets is driven by one or more of the following long-term growth drivers:
A small head office team focuses on setting the strategic framework and maintains a standard process of financial planning, reporting and control.
Halma's 12 sub-sectors are composed of 39 autonomous operating companies, each with their own board of directors. These sub-sectors are grouped into operating divisions, each chaired by a Halma Divisional Chief Executive (DCE), responsible for its own growth.
DCEs understand the market needs of their companies and contribute broadly to their strategies. Through regular interaction between Executive Board members, common challenges and opportunities are identified.
Our decentralised structure delivers real competitive advantage. Tactical decision making takes place at operating company level by managers closest to markets with the ability to allocate resources. This ensures quick and agile responses to market changes.
Acquisition prospects are attracted by our operating culture which affords them the autonomy they are accustomed to while providing access, amongst other things, to new markets and technology via the Group's collective resources.
Products to detect leaks in water pipes. UV technology for disinfecting water and water quality test kits.
Photonics Opto-electronic technology for scientific, medical, environmental and other applications.
environmental and medical diagnostic OEMs.
1 See note 2 to the Condensed Financial Statements.
Sensors used on automatic doors in commercial buildings, industrial sites and transportation.
Elevator/lift door safety sensors, emergency communication devices, displays and control panels for elevators.
| £14m 23% of Group |
|---|
| £58m 21% of Group |
| assets and people |
Portable instruments and fixed systems which detect flammable and hazardous gases.
'One time use' pressure relief devices to protect large vessels and pipework in process industries.
Specialised mechanical, electrical and electromechanical locks which ensure that critical processes operate safely.
Products for monitoring physical assets under water using sensors and communications technologies.
| Unaudited 26 weeks to |
Unaudited 26 weeks to |
Audited 52 weeks to |
||||||
|---|---|---|---|---|---|---|---|---|
| 1 October 2011 |
2 October 2010 |
2 April 2011 |
||||||
| Before | Before | |||||||
| amortisation of acquired |
Amortisation of acquired |
amortisation of acquired |
Amortisation of acquired |
|||||
| intangibles and |
intangibles and |
intangibles and |
intangibles and |
|||||
| acquisition costs* |
acquisition costs* |
Total | acquisition costs* |
acquisition costs* |
Total | Total | ||
| Notes | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
| Continuing operations | ||||||||
| Revenue | 2 | 279,997 | – | 279,997 | 249,080 | – | 249,080 | 518,428 |
| Operating profit | 58,158 | (6,218) | 51,940 | 49,645 | (1,987) | 47,658 | 99,449 | |
| Share of results of associates | (94) | – | (94) | – | – | – | (59) | |
| Finance income | 3 | 4,919 | – | 4,919 | 4,758 | – | 4,758 | 9,420 |
| Finance expense | 4 | (5,482) | – | (5,482) | (5,144) | – | (5,144) | (10,518) |
| Profit before taxation | 57,501 | (6,218) | 51,283 | 49,259 | (1,987) | 47,272 | 98,292 | |
| Taxation | 5 | (13,258) | 1,612 | (11,646) | (12,561) | 596 | (11,965) | (25,858) |
| Profit for the period | ||||||||
| attributable to equity shareholders |
44,243 | (4,606) | 39,637 | 36,698 | (1,391) | 35,307 | 72,434 | |
| Earnings per share | 6 | |||||||
| From continuing operations | ||||||||
| Basic | 11.75p | 10.52p | 9.75p | 9.38p | 19.23p | |||
| Diluted | 10.50p | 9.36p | 19.19p | |||||
| Dividends in respect | ||||||||
| of the period | 7 | |||||||
| Dividends (£000) | 14,298 | 13,341 | 34,276 | |||||
| Per share | 3.79p | 3.54p | 9.10p |
* Acquisition costs include transaction costs and movement on contingent consideration.
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| 26 weeks to | 26 weeks to | 52 weeks to | |
| 1 October | 2 October | 2 April | |
| 2011 | 2010 | 2011 | |
| £000 | £000 | £000 | |
| Profit for the period | 39,637 | 35,307 | 72,434 |
| Exchange differences on translation of foreign operations | 3,384 | (5,762) | (4,268) |
| Actuarial (losses)/gains on defined benefit pension plans | (11,440) | (8,396) | 857 |
| Effective portion of changes in fair value of cash flow hedges | 244 | 137 | (311) |
| Tax relating to components of other comprehensive income | 2,529 | 1,836 | (887) |
| Other comprehensive expense for the period | (5,283) | (12,185) | (4,609) |
| Total comprehensive income for the period attributable to equity shareholders | 34,354 | 23,122 | 67,825 |
| Unaudited 1 October |
Unaudited 2 October |
Audited 2 April |
|
|---|---|---|---|
| 2011 £000 |
2010 £000 |
2011 £000 |
|
| Non-current assets | |||
| Goodwill | 273,049 | 194,203 | 259,954 |
| Other intangible assets | 80,665 | 30,849 | 73,490 |
| Property, plant and equipment | 72,508 | 65,923 | 69,891 |
| Interests in associates | 1,914 | – | 1,989 |
| Deferred tax asset | 11,148 | 13,095 | 10,779 |
| 439,284 | 304,070 | 416,103 | |
| Current assets | |||
| Inventories | 63,310 | 51,325 | 54,540 |
| Trade and other receivables | 109,029 | 96,901 | 110,456 |
| Tax receivable | 448 | 97 | 237 |
| Cash and cash equivalents | 41,674 | 41,210 | 42,610 |
| Derivative financial instruments | 108 | 320 | 327 |
| 214,569 | 189,853 | 208,170 | |
| Total assets | 653,853 | 493,923 | 624,273 |
| Current liabilities | |||
| Borrowings | 2,051 | 517 | – |
| Trade and other payables | 86,304 | 71,095 | 85,511 |
| Provisions | 2,691 | 2,138 | 2,887 |
| Tax liabilities | 12,627 | 15,014 | 14,997 |
| Derivative financial instruments | 380 | 247 | 858 |
| 104,053 | 89,011 | 104,253 | |
| Net current assets | 110,516 | 100,842 | 103,917 |
| Non-current liabilities | |||
| Borrowings | 95,649 | 13,054 | 79,688 |
| Retirement benefit obligations | 44,590 | 48,497 | 36,237 |
| Trade and other payables | 14,971 | 3,858 | 22,848 |
| Provisions | 2,108 | 1,897 | 1,593 |
| Deferred tax liabilities | 24,927 | 13,329 | 24,269 |
| 182,245 | 80,635 | 164,635 | |
| Total liabilities | 286,298 | 169,646 | 268,888 |
| Net assets | 367,555 | 324,277 | 355,385 |
| Equity | |||
| Share capital | 37,841 | 37,802 | 37,824 |
| Share premium account | 21,993 | 21,426 | 21,744 |
| Treasury shares | (3,665) | (3,163) | (5,016) |
| Capital redemption reserve | 185 | 185 | 185 |
| Hedging and translation reserve | 38,078 | 33,388 | 34,511 |
| Other reserves | (96) | 2,261 | 3,634 |
| Retained earnings | 273,219 | 232,378 | 262,503 |
| Shareholders' funds | 367,555 | 324,277 | 355,385 |
| Share | Capital | Hedging and | ||||||
|---|---|---|---|---|---|---|---|---|
| Share | premium | Treasury | redemption | translation | Other | Retained | ||
| capital £000 |
account £000 |
shares £000 |
reserve £000 |
reserve £000 |
reserves £000 |
earnings £000 |
Total £000 |
|
| At 2 April 2011 (audited) | 37,824 | 21,744 | (5,016) | 185 | 34,511 | 3,634 | 262,503 | 355,385 |
| Profit for the period | – | – | – | – | – | – | 39,637 | 39,637 |
| Other comprehensive | ||||||||
| income and expense: | ||||||||
| Exchange differences on | ||||||||
| translation of foreign | ||||||||
| operations | – | – | – | – | 3,384 | – | – | 3,384 |
| Actuarial losses on defined | ||||||||
| benefit pension plans | – | – | – | – | – | – | (11,440) | (11,440) |
| Effective portion of changes | ||||||||
| in fair value of cash flow | ||||||||
| hedges | – | – | – | – | 244 | – | – | 244 |
| Tax relating to components | ||||||||
| of other comprehensive | ||||||||
| income | – | – | – | – | (61) | – | 2,590 | 2,529 |
| Total other comprehensive | ||||||||
| income and expense | – | – | – | – | 3,567 | – | (8,850) | (5,283) |
| Share options exercised | 17 | 249 | – | – | – | – | – | 266 |
| Dividends paid | – | – | – | – | – | – | (20,935) | (20,935) |
| Share-based payments | – | – | – | – | – | (3,261) | – | (3,261) |
| Deferred tax on | ||||||||
| share-based payment transactions |
– | – | – | – | – | (469) | – | (469) |
| Excess tax deductions | ||||||||
| related to share-based | ||||||||
| payments on exercised | ||||||||
| options | – | – | – | – | – | – | 864 | 864 |
| Net movement in treasury | ||||||||
| shares | – | – | 1,351 | – | – | – | – | 1,351 |
| At 1 October 2011 | ||||||||
| (unaudited) | 37,841 | 21,993 | (3,665) | 185 | 38,078 | (96) | 273,219 | 367,555 |
For the 26 weeks ended 2 October 2010
| Share capital £000 |
Share premium account £000 |
Treasury shares £000 |
Capital redemption reserve £000 |
Hedging and translation reserve £000 |
Other reserves £000 |
Retained earnings £000 |
Total £000 |
|
|---|---|---|---|---|---|---|---|---|
| At 3 April 2010 (audited) | 37,765 | 20,959 | (2,581) | 185 | 39,013 | 4,178 | 222,974 | 322,493 |
| Profit for the period | – | – | – | – | – | – | 35,307 | 35,307 |
| Other comprehensive income and expense: Exchange differences on translation of foreign |
||||||||
| operations | – | – | – | – | (5,762) | – | – | (5,762) |
| Actuarial losses on defined benefit pension plans Effective portion of changes in fair value of cash flow |
– | – | – | – | – | – | (8,396) | (8,396) |
| hedges Tax relating to components of other comprehensive |
– | – | – | – | 137 | – | – | 137 |
| income | – | – | – | – | – | – | 1,836 | 1,836 |
| Total other comprehensive | ||||||||
| income and expense | – | – | – | – | (5,625) | – | (6,560) | (12,185) |
| Share options exercised Dividends paid |
37 – |
467 – |
– – |
– – |
– – |
– – |
– (19,550) |
504 (19,550) |
| Share-based payments Deferred tax on |
– | – | – | – | – | (1,808) | – | (1,808) |
| share-based payment transactions Excess tax deductions related to share-based |
– | – | – | – | – | (109) | – | (109) |
| payments on exercised options Net movement in treasury |
– | – | – | – | – | – | 207 | 207 |
| shares | – | – | (582) | – | – | – | – | (582) |
| At 2 October 2010 | ||||||||
| (unaudited) | 37,802 | 21,426 | (3,163) | 185 | 33,388 | 2,261 | 232,378 | 324,277 |
For the 52 weeks ended 2 April 2011
| Share capital £000 |
Share premium account £000 |
Treasury shares £000 |
Capital redemption reserve £000 |
Hedging and translation reserve £000 |
Other reserves £000 |
Retained earnings £000 |
Total £000 |
|
|---|---|---|---|---|---|---|---|---|
| At 3 April 2010 (audited) | 37,765 | 20,959 | (2,581) | 185 | 39,013 | 4,178 | 222,974 | 322,493 |
| Profit for the period | – | – | – | – | – | – | 72,434 | 72,434 |
| Other comprehensive income and expense: Exchange differences on |
||||||||
| translation of foreign | ||||||||
| operations | – | – | – | – | (4,268) | – | – | (4,268) |
| Actuarial gains on defined | ||||||||
| benefit pension plans | – | – | – | – | – | – | 857 | 857 |
| Effective portion of changes in fair value of cash flow |
||||||||
| hedges | – | – | – | – | (311) | – | – | (311) |
| Tax relating to components | ||||||||
| of other comprehensive | ||||||||
| income | – | – | – | – | 77 | – | (964) | (887) |
| Total other comprehensive | ||||||||
| income and expense | – | – | – | – | (4,502) | – | (107) | (4,609) |
| Share options exercised | 59 | 785 | – | – | – | – | – | 844 |
| Dividends paid | – | – | – | – | – | – | (32,891) | (32,891) |
| Share-based payments | – | – | – | – | – | (764) | – | (764) |
| Deferred tax on | ||||||||
| share-based payment | ||||||||
| transactions | – | – | – | – | – | 220 | – | 220 |
| Excess tax deductions | ||||||||
| related to share-based | ||||||||
| payments on exercised | ||||||||
| options | – | – | – | – | – | – | 93 | 93 |
| Net movement in treasury | ||||||||
| shares | – | – | (2,435) | – | – | – | – | (2,435) |
| At 2 April 2011 (audited) | 37,824 | 21,744 | (5,016) | 185 | 34,511 | 3,634 | 262,503 | 355,385 |
| Unaudited 26 weeks to 1 October 2011 |
Unaudited 26 weeks to 2 October 2010 |
Audited 52 weeks to 2 April 2011 |
||
|---|---|---|---|---|
| Notes | £000 | £000 | £000 | |
| Net cash inflow from operating activities | 8 | 36,571 | 49,460 | 95,064 |
| Cash flows from investing activities | ||||
| Purchase of property, plant and equipment | (7,658) | (5,906) | (14,399) | |
| Purchase of computer software | (753) | (522) | (1,019) | |
| Purchase of other intangibles | – | (17) | (6) | |
| Proceeds from sale of property, plant and equipment | 370 | 344 | 677 | |
| Development costs capitalised | (2,005) | (1,994) | (4,735) | |
| Interest received | 132 | 184 | 317 | |
| Acquisition of businesses, net of cash acquired | 10 | (18,729) | (241) | (82,093) |
| Acquisition of investments in associates | – | – | (1,708) | |
| Net cash used in investing activities | (28,643) | (8,152) | (102,966) | |
| Financing activities | ||||
| Dividends paid | (20,935) | (19,550) | (32,891) | |
| Proceeds from issue of share capital | 266 | 504 | 844 | |
| Purchase of treasury shares | (3,045) | (3,469) | (5,358) | |
| Interest paid | (580) | (331) | (825) | |
| Proceeds from borrowings | 19,975 | – | 76,156 | |
| Repayment of borrowings | (4,305) | (8,348) | (18,152) | |
| Net cash (used in)/from financing activities | (8,624) | (31,194) | 19,774 | |
| 8 | 10,114 | 11,872 | ||
| (Decrease)/increase in cash and cash equivalents Cash and cash equivalents brought forward |
(696) 42,610 |
31,006 | 31,006 | |
| Exchange adjustments | (240) | (427) | (268) | |
| Cash and cash equivalents carried forward | 41,674 | 40,693 | 42,610 | |
The Half Year Report, which includes the Interim Management Report and Condensed Financial Statements for the 26 weeks to 1 October 2011, has not been audited or reviewed by the Group's auditors and was approved by the Directors on 22 November 2011.
The Report has been prepared in accordance with International Accounting Standard 34, applying the accounting policies and presentation that were applied in the preparation of the Group's statutory accounts for the 52 weeks to 2 April 2011.
The figures shown for the 52 weeks to 2 April 2011 are based on the Group's statutory accounts for that period and do not constitute the Group's statutory accounts for that period as defined in Section 434 of the Companies Act 2006. These statutory accounts, which were prepared under International Financial Reporting Standards, have been filed with the Registrar of Companies. The audit report on those accounts was not qualified, did not include a reference to any matters for which the auditors drew attention by way of emphasis without qualifying the report, and did not contain statements under Sections 498 (2) or (3) of the Companies Act 2006.
The Report has been prepared solely to provide additional information to shareholders as a body to assess the Board's strategies and the potential for those strategies to succeed. It should not be relied on by any other party or for any other purpose.
The Report contains certain forward-looking statements which have been made by the Directors in good faith using information available up until the date they approved the Report. Forward-looking statements should be regarded with caution as by their nature such statements involve risk and uncertainties relating to events and circumstances that may occur in the future. Actual results may differ from those expressed in such statements, depending on the outcome of these uncertain future events.
The Directors believe the Group is well placed to manage its business risks successfully. The Group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group should be able to operate within the level of its current committed facilities (the existing £165m loan facility was replaced by a £260m loan facility on 20 October 2011). The Directors have a reasonable expectation that the Company and Group have adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis in preparing the half-year Condensed Financial Statements.
The Group has three main reportable segments (Health and Analysis, Infrastructure Sensors and Industrial Safety), which are defined by markets rather than product type. Each segment includes businesses with similar operating and market characteristics. These segments are consistent with the internal reporting as reviewed by the Chief Executive Officer.
During the second half of the previous year, Radio-Tech Limited was moved from the Group's Industrial Safety segment to its Health and Analysis segment. The prior year segment analysis has therefore been restated to reflect this change and to ensure that the presentation is on a consistent basis.
These reportable segments remain unchanged from the 2 April 2011 consolidated accounts.
| Revenue (all continuing operations) | |||||
|---|---|---|---|---|---|
| (Restated) | |||||
| Unaudited 26 weeks to 1 October 2011 £000 |
Unaudited 26 weeks to 2 October 2010 £000 |
Audited 52 weeks to 2 April 2011 £000 |
|||
| Health and Analysis | 121,070 | 103,723 | 218,330 | ||
| Infrastructure Sensors | 101,102 | 96,008 | 197,209 | ||
| Industrial Safety | 58,007 | 49,463 | 103,058 | ||
| Inter-segmental sales | (182) | (114) | (169) | ||
| Revenue for the period | 279,997 | 249,080 | 518,428 |
Inter-segmental sales are charged at prevailing market prices and have not been disclosed separately by segment as they are not considered material. The Group does not analyse revenue by product group.
| Profit (all continuing operations) | ||||
|---|---|---|---|---|
| (Restated) | ||||
| Unaudited 26 weeks to 1 October 2011 £000 |
Unaudited 26 weeks to 2 October 2010 £000 |
Audited 52 weeks to 2 April 2011 £000 |
||
| Segment profit before allocation of amortisation of acquired intangible assets, acquisition | ||||
| and central administration costs | ||||
| Health and Analysis | 27,953 | 22,113 | 46,108 | |
| Infrastructure Sensors | 19,364 | 17,911 | 39,023 | |
| Industrial Safety | 13,596 | 11,341 | 24,435 | |
| 60,913 | 51,365 | 109,566 | ||
| Segment profit after allocation of amortisation of acquired intangible assets and | ||||
| acquisition costs | ||||
| Health and Analysis | 22,024 | 20,405 | 40,170 | |
| Infrastructure Sensors | 19,364 | 17,911 | 38,981 | |
| Industrial Safety | 13,307 | 11,062 | 24,156 | |
| Segment profit | 54,695 | 49,378 | 103,307 | |
| Central administration costs | (2,849) | (1,720) | (3,917) | |
| Net finance expense | (563) | (386) | (1,098) | |
| Group profit before taxation | 51,283 | 47,272 | 98,292 | |
| Taxation | (11,646) | (11,965) | (25,858) | |
| Profit for the period | 39,637 | 35,307 | 72,434 |
The accounting policies of the reportable segments are the same as the Group's accounting policies. Segment profit before acquisition costs (comprising acquisition transaction costs and adjustments to contingent purchase consideration) and amortisation of acquired intangible assets is disclosed separately above as this is the measure reported to the Chief Executive Officer for the purpose of allocation of resources and assessment of segment performance.
The amortisation of acquired intangibles and acquisition costs (comprising acquisition transaction costs and adjustments to contingent purchase consideration, which includes any arising from foreign exchange revaluation) are analysed as follows:
| Unaudited 26 weeks to |
Unaudited 26 weeks to |
Audited 52 weeks to |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| 1 October 2011 £000 |
2 October 2010 £000 |
2 April 2011 £000 |
|||||||
| Amortisation of acquired intangibles |
Acquisition costs* |
Total | Amortisation of acquired intangibles |
Acquisition costs* |
Total | Amortisation of acquired intangibles |
Acquisition costs* |
Total | |
| Health and Analysis | 4,901 | 1,028 | 5,929 | 1,708 | – | 1,708 | 4,481 | 1,457 | 5,938 |
| Infrastructure Sensors | – | – | – | – | – | – | – | 42 | 42 |
| Industrial Safety | 244 | 45 | 289 | 279 | – | 279 | 279 | – | 279 |
| Total Group | 5,145 | 1,073 | 6,218 | 1,987 | – | 1,987 | 4,760 | 1,499 | 6,259 |
* Of the £1,073,000 (26 weeks to 2 October 2010: £nil; 52 weeks to 2 April 2011: £1,499,000) acquisition costs, £111,000 (26 weeks to 2 October 2010: £nil; 52 weeks to 2 April 2011: £1,268,000) related to transaction costs, the remainder to changes in contingent purchase consideration and related foreign exchange.
The total assets have not been disclosed as there have been no material changes to those disclosed in the 2011 Annual Report.
The Group's revenue from external customers (by location of customer) is as follows:
| Revenue by destination | |||||
|---|---|---|---|---|---|
| Unaudited 26 weeks to 1 October 2011 £000 |
Unaudited 26 weeks to 2 October 2010 £000 |
Audited 52 weeks to 2 April 2011 £000 |
|||
| United States of America | 78,598 | 74,400 | 150,280 | ||
| Mainland Europe | 75,264 | 65,404 | 138,313 | ||
| United Kingdom | 60,638 | 51,220 | 106,131 | ||
| Asia Pacific and Australasia | 41,611 | 35,061 | 76,207 | ||
| Africa, Near and Middle East | 13,024 | 14,037 | 28,756 | ||
| Other countries | 10,862 | 8,958 | 18,741 | ||
| Group revenue | 279,997 | 249,080 | 518,428 |
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| 26 weeks to | 26 weeks to | 52 weeks to | |
| 1 October | 2 October | 2 April | |
| 2011 | 2010 | 2011 | |
| £000 | £000 | £000 | |
| Interest receivable | 132 | 184 | 317 |
| Expected return on pension assets | 4,772 | 4,539 | 9,103 |
| 4,904 | 4,723 | 9,420 | |
| Fair value movement on derivative financial instruments | 15 | 35 | – |
| 4,919 | 4,758 | 9,420 |
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| 26 weeks to | 26 weeks to | 52 weeks to | |
| 1 October | 2 October | 2 April | |
| 2011 | 2010 | 2011 | |
| £000 | £000 | £000 | |
| Interest payable on bank loans and overdrafts | 543 | 313 | 690 |
| Interest charge on pension scheme liabilities | 4,845 | 4,760 | 9,525 |
| Other interest payable | 37 | 18 | 135 |
| 5,425 | 5,091 | 10,350 | |
| Fair value movement on derivative financial instruments | – | – | 121 |
| Unwinding of discount on provisions | 57 | 53 | 47 |
| 5,482 | 5,144 | 10,518 |
The total Group tax charge for the 26 weeks to 1 October 2011 of £11,646,000 (26 weeks to 2 October 2010: £11,965,000; 52 weeks to 2 April 2011: £25,858,000) comprises a current tax charge of £11,457,000 (26 weeks to 2 October 2010: £12,245,000; 52 weeks to 2 April 2011: £25,110,000) and a deferred tax charge of £189,000 (26 weeks to 2 October 2010: credit of £280,000; 52 weeks to 2 April 2011: charge of £748,000). The tax charge is based on the estimated effective tax rate for the year.
The tax charge includes £7,903,000 (26 weeks to 2 October 2010: £7,202,000; 52 weeks to 2 April 2011: £14,154,000) in respect of overseas tax.
Deferred tax assets have been recognised at the rate at which they are expected to reverse. In the UK, this is at the standard rate of corporation tax, which from 1 April 2012 will reduce from 26% to 25%. This reduction in rate has resulted in a debit to deferred tax of £392,000, of which £446,000 was taken to Other Comprehensive Income and £54,000 credited to the Income Statement.
Basic earnings per ordinary share are calculated using the weighted average of 376,659,210 (2 October 2010: 376,493,113; 2 April 2011: 376,608,974) shares in issue during the period (net of shares purchased by the Company and held as treasury shares). Diluted earnings per ordinary share are calculated using 377,319,197 (2 October 2010: 377,361,172; 2 April 2011: 377,365,635) shares which includes dilutive potential ordinary shares of 659,987 (2 October 2010: 868,059; 2 April 2011: 756,661). Dilutive potential ordinary shares are calculated from those exercisable share options where the exercise price is less than the average price of the Company's ordinary shares during the period.
Adjusted earnings are calculated as earnings from continuing operations excluding the amortisation of acquired intangible assets and acquisition costs after tax. The Directors consider that adjusted earnings represent a more consistent measure of underlying performance. A reconciliation of earnings and the effect on basic earnings per share figures is presented below:
| Unaudited 26 weeks to 1 October 2011 |
Unaudited 26 weeks to 2 October 2010 £000 |
Audited 52 weeks to 2 April 2011 £000 |
|
|---|---|---|---|
| Earnings from continuing operations | £000 39,637 |
35,307 | 72,434 |
| Add back amortisation of acquired intangibles (after tax) | 3,783 | 1,391 | 3,315 |
| Acquisition transaction costs (after tax) | 111 | – | 1,268 |
| Adjustments to contingent consideration (after tax) | 712 | – | 167 |
| Adjusted earnings | 44,243 | 36,698 | 77,184 |
| Per ordinary share | |||
|---|---|---|---|
| Unaudited | Unaudited | Audited | |
| 26 weeks to | 26 weeks to | 52 weeks to | |
| 1 October | 2 October | 2 April | |
| 2011 | 2010 | 2011 | |
| pence | pence | pence | |
| Earnings from continuing operations | 10.52 | 9.38 | 19.23 |
| Add back amortisation of acquired intangibles (after tax) | 1.01 | 0.37 | 0.88 |
| Acquisition transaction costs (after tax) | 0.03 | – | 0.34 |
| Adjustments to contingent consideration (after tax) | 0.19 | – | 0.04 |
| Adjusted earnings | 11.75 | 9.75 | 20.49 |
| Per ordinary share | |||
|---|---|---|---|
| Unaudited 26 weeks to 1 October 2011 pence |
Unaudited 26 weeks to 2 October 2010 pence |
Audited 52 weeks to 2 April 2011 pence |
|
| Amounts recognised as distributions to shareholders in the period | |||
| Final dividend for the year to 2 April 2011 (3 April 2010) | 5.56 | 5.19 | 5.19 |
| Interim dividend for the year to 2 April 2011 | – | – | 3.54 |
| 5.56 | 5.19 | 8.73 | |
| Dividends in respect of the period | |||
| Interim dividend for the year to 31 March 2012 (2 April 2011) | 3.79 | 3.54 | 3.54 |
| Final dividend for the year to 2 April 2011 | – | – | 5.56 |
| 3.79 | 3.54 | 9.10 | |
| Unaudited | Unaudited | Audited | |
| 26 weeks to 1 October 2011 |
26 weeks to 2 October 2010 |
52 weeks to 2 April 2011 |
|
| £000 | £000 | £000 | |
| Amounts recognised as distributions to shareholders in the period | |||
| Final dividend for the year to 2 April 2011 (3 April 2010) | 20,935 | 19,550 | 19,550 |
| Interim dividend for the year to 2 April 2011 | – | – | 13,341 |
| 20,935 | 19,550 | 32,891 | |
| Dividends in respect of the period | |||
| Interim dividend for the year to 31 March 2012 (2 April 2011) | 14,298 | 13,341 | 13,341 |
| Final dividend for the year to 2 April 2011 | – | – | 20,935 |
| 14,298 | 13,341 | 34,276 |
| Unaudited 26 weeks to 1 October 2011 £000 |
Unaudited 26 weeks to 2 October 2010 £000 |
Audited 52 weeks to 2 April 2011 £000 |
|
|---|---|---|---|
| Reconciliation of profit from operations to net cash inflow from operating activities | |||
| Profit from continuing operations before finance income and expense and share of | |||
| results of associates | 51,940 | 47,658 | 99,449 |
| Depreciation of property, plant and equipment | 6,077 | 5,665 | 11,523 |
| Amortisation of computer software | 588 | 616 | 1,217 |
| Amortisation of capitalised development costs and other intangibles | 1,879 | 2,142 | 4,230 |
| Retirement/disposals of capitalised development costs | – | 30 | 83 |
| Amortisation of acquired intangible assets | 5,145 | 1,987 | 4,760 |
| Share-based payment expense in excess of amounts paid | 1,250 | 1,162 | 2,015 |
| Additional payments to pension scheme | (3,160) | (3,191) | (6,399) |
| Profit on sale of property, plant and equipment and computer software | (64) | (114) | (55) |
| Operating cash flows before movement in working capital | 63,655 | 55,955 | 116,823 |
| Increase in inventories | (7,504) | (4,934) | (5,369) |
| Decrease/(increase) in receivables | 3,140 | (181) | (7,944) |
| (Decrease)/increase in payables | (9,553) | 2,852 | 9,670 |
| Cash generated from operations | 49,738 | 53,692 | 113,180 |
| Taxation paid | (13,167) | (4,232) | (18,116) |
| Net cash inflow from operating activities | 36,571 | 49,460 | 95,064 |
| Reconciliation of net cash flow to movement in net (debt)/cash | |||
| (Decrease)/increase in cash and cash equivalents | (696) | 10,114 | 11,872 |
| Cash (inflow)/outflow from (drawdowns)/repayment of borrowings | (15,670) | 8,348 | (58,004) |
| Bank loan acquired | (1,144) | – | – |
| Exchange adjustments | (1,438) | 95 | (28) |
| (18,948) | 18,557 | (46,160) | |
| Net (debt)/cash brought forward | (37,078) | 9,082 | 9,082 |
| Net (debt)/cash carried forward | (56,026) | 27,639 | (37,078) |
| Analysis of net (debt)/cash | |||
| Cash and bank balances | 41,674 | 41,210 | 42,610 |
| Bank overdraft | – | (517) | – |
| Cash and cash equivalents | 41,674 | 40,693 | 42,610 |
| Bank loans falling due within one year | (2,051) | – | – |
| Bank loans falling due after more than one year | (95,649) | (13,054) | (79,688) |
| (56,026) | 27,639 | (37,078) |
Return on Capital Employed
| 2 October 2 April 1 October 2011 2010 2011 £000 £000 £000 Operating profit from continuing operations before amortisation of acquired intangible assets and acquisition costs, but after share of results of associates 58,064 49,645 105,649 Computer software costs within intangible assets 2,948 2,907 2,734 Capitalised development costs within intangible assets 9,823 8,997 9,653 Other intangibles within intangible assets 177 252 216 Property, plant and equipment 65,923 69,891 72,508 Inventories 63,310 51,325 54,540 Trade and other receivables 96,901 110,456 109,029 Trade and other payables (71,095) (86,304) Provisions (2,691) (2,138) Net tax liabilities (14,917) (12,179) Non-current trade and other payables (3,858) (14,971) Non-current provisions (2,108) (1,897) Add back accrued contingent purchase consideration 5,047 27,037 29,142 Capital employed 168,723 137,372 146,964 |
Unaudited 26 weeks to |
Unaudited | Audited | |
|---|---|---|---|---|
| 26 weeks to | 52 weeks to | |||
| (85,511) | ||||
| (2,887) | ||||
| (14,760) | ||||
| (22,848) | ||||
| (1,593) | ||||
| Return on Capital Employed (annualised) | 68.8% | 72.3% | 71.9% |
Return on Total Invested Capital
| Unaudited 26 weeks to 1 October 2011 £000 |
Unaudited 26 weeks to 2 October 2010 £000 |
Audited 52 weeks to 2 April 2011 £000 |
|
|---|---|---|---|
| Post-tax profit before amortisation of acquired intangible assets and | |||
| acquisition costs | 44,243 | 36,698 | 77,184 |
| Total shareholders' funds | 367,555 | 324,277 | 355,385 |
| Add back retirement benefit obligations | 44,590 | 48,497 | 36,237 |
| Less associated deferred tax assets | (11,148) | (13,095) | (9,422) |
| Cumulative amortisation of acquired intangible assets | 31,663 | 23,723 | 26,642 |
| Goodwill on disposals | 5,441 | 5,441 | 5,441 |
| Goodwill amortised prior to 3 April 2004 | 13,177 | 13,177 | 13,177 |
| Goodwill taken to reserves prior to 3 April 1998 | 70,931 | 70,931 | 70,931 |
| Total invested capital | 522,209 | 472,951 | 498,391 |
| Return on Total Invested Capital (annualised) | 16.9% | 15.5% | 15.5% |
Organic growth measures the change in revenue and profit from continuing operations. The effect of acquisitions and disposals during the current and prior financial periods has been equalised by adjusting for their contributions based on their revenue and profit at the dates of acquisition and disposal.
The Group made two acquisitions during the period. Below are summaries of the assets and liabilities acquired and the purchase consideration of:
| Provisional | |||
|---|---|---|---|
| Book | fair value | ||
| value £000 |
adjustments £000 |
Total £000 |
|
| Non-current assets | |||
| Intangible assets | 9 | 9,979 | 9,988 |
| Property, plant and equipment | 518 | 405 | 923 |
| Current assets | |||
| Inventories | 738 | 2 | 740 |
| Trade and other receivables | 1,564 | (89) | 1,475 |
| Cash and cash equivalents | 49 | – | 49 |
| Deferred tax | – | 2,054 | 2,054 |
| Total assets | 2,878 | 12,351 | 15,229 |
| Current liabilities | |||
| Trade and other payables | (763) | (190) | (953) |
| Bank loans | (1,144) | – | (1,144) |
| Provisions | – | (245) | (245) |
| Corporation tax | (41) | (23) | (64) |
| Non-current liabilities | |||
| Deferred tax | – | (3,679) | (3,679) |
| Total liabilities | (1,948) | (4,137) | (6,085) |
| Net assets of businesses acquired | 930 | 8,214 | 9,144 |
| Cash consideration | 13,383 | ||
| Contingent purchase consideration (current year acquisitions) | 6,464 | ||
| Contingent purchase consideration (revisions to prior year estimates) | (96) | ||
| Total consideration | 19,751 | ||
| Goodwill arising on current year acquisitions | 10,648 | ||
| Goodwill arising on prior year acquisitions | (41) | ||
Due to their contractual dates, the fair value of receivables acquired (shown above) approximates to the gross contractual amounts receivable. The amount of gross contractual receivables not expected to be recovered is immaterial.
There are no material contingent liabilities recognised in accordance with paragraph 23 of IFRS 3 (Revised).
£3,108,000 of the goodwill arising on acquisitions in the year is expected to be deductible for tax purposes.
Together, both acquisitions contributed £3,655,000 of revenue and £790,000 of profit after tax for the 26 weeks ended 1 October 2011. If these acquisitions had been held since the start of the financial year, it is estimated the Group's reported revenue and profit after tax would have been £1,755,000 and £222,000 higher respectively.
Adjustments were made to the book values of the net assets of the companies acquired to reflect their provisional fair values to the Group. Acquired inventories were valued at the lower of cost and net realisable value adopting Group bases and any liabilities for warranties relating to past trading were recognised. Other previously unrecognised assets and liabilities at acquisition were included and accounting policies were aligned with those of the Group where appropriate.
Adjustments to prior year acquisitions resulted in reductions to net assets and contingent consideration payable of £55,000 and £96,000 respectively leading to a reduction in goodwill of £41,000.
Analysis of cash outflow in the Consolidated Cash Flow Statement
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| 26 weeks to | 26 weeks to | 52 weeks to | |
| 1 October | 2 October | 2 April | |
| 2011 | 2010 | 2011 | |
| £000 | £000 | £000 | |
| Cash consideration in respect of current period acquisitions | 13,383 | 236 | 82,063 |
| Cash acquired on acquisitions | (49) | – | (2,672) |
| Contingent consideration paid in relation to prior year acquisitions* | 5,395 | 5 | 2,702 |
| Net cash outflow relating to acquisitions (per cash flow statement) | 18,729 | 241 | 82,093 |
| Bank loans acquired | 1,144 | – | – |
| Net cash outflow, including repayment of acquired bank loans | 19,873 | 241 | 82,093 |
* Of the £5,395,000 (26 weeks to 2 October 2010: £5,000; 52 weeks to 2 April 2011: £2,702,000) contingent purchase consideration payment £5,395,000 (26 weeks to 2 October 2010: £5,000; 52 weeks to 2 April 2011: £1,122,000) has been provided in the prior year's financial statements.
| Provisional | |||
|---|---|---|---|
| Book | fair value | ||
| value | adjustments | Total | |
| £000 | £000 | £000 | |
| Non-current assets | |||
| Intangible assets | 9 | 5,555 | 5,564 |
| Property, plant and equipment | 290 | 410 | 700 |
| Current assets | |||
| Inventories | 598 | (77) | 521 |
| Trade and other receivables | 738 | 1 | 739 |
| Cash and cash equivalents | 47 | – | 47 |
| Deferred tax | – | 2,054 | 2,054 |
| Total assets | 1,682 | 7,943 | 9,625 |
| Current liabilities | |||
| Trade and other payables | (443) | (103) | (546) |
| Bank loans | (1,144) | – | (1,144) |
| Provisions | – | (42) | (42) |
| Non-current liabilities | |||
| Deferred tax | – | (2,111) | (2,111) |
| Total liabilities | (1,587) | (2,256) | (3,843) |
| Net assets of businesses acquired | 95 | 5,687 | 5,782 |
| Cash consideration | 7,679 | ||
| Contingent purchase consideration | – | ||
| Total consideration | 7,679 |
On 9 May 2011, the Group acquired 100% of the issued share capital of Kirk Key Interlock Company, LLC (Kirk). Kirk is based in Ohio, USA and manufactures interlocking systems to protect personnel and equipment in industrial applications. Kirk forms part of the Industrial Safety sector and was acquired to give Halma greater market strength in the USA. The excess of the fair value of the consideration paid over the fair value of the assets acquired is represented by customer related intangibles of £4,571,000 and brand intangibles of £984,000 with residual goodwill arising of £1,897,000. The goodwill represents the value of the acquired workforce, cross-selling opportunities and the ability to exploit the Group's existing distribution arrangements, particularly in the Americas.
The initial consideration was US\$12,583,000 (US\$14,458,000 including repayment of US\$1,875,000 bank loans). There are no contingent consideration payment arrangements.
The Kirk acquisition contributed £2,558,000 of revenue and £534,000 of profit after tax for the 26 weeks ended 1 October 2011.
(Bii) Avo Photonics, Inc.
| Provisional | ||
|---|---|---|
| Book | fair value | |
| Total £000 |
||
| 4,424 | ||
| 223 | ||
| 140 | 50 | 190 |
| 826 | (68) | 758 |
| 2 | – | 2 |
| 1,196 | 4,401 | 5,597 |
| (320) | (25) | (345) |
| – | (203) | (203) |
| (41) | (23) | (64) |
| – | (1,568) | (1,568) |
| (361) | (1,819) | (2,180) |
| 835 | 2,582 | 3,417 |
| 5,704 | ||
| 6,464 | ||
| 12,168 | ||
| value £000 – 228 |
adjustments £000 4,424 (5) |
On 8 July 2011, the Group acquired 100% of the issued share capital of Avo Photonics, Inc. (Avo). Avo, based in Pennsylvania, USA, designs and manufactures advanced, miniaturised photonic components and subsystems for OEM customers serving a wide range of end-markets. Avo forms part of the Health and Analysis sector and was acquired to give Halma's Photonics businesses access to additional technologies and manufacturing processes. The excess of the fair value of the consideration paid over the fair value of the assets acquired is represented by customer related intangibles of £4,424,000 with residual goodwill arising of £8,751,000. The goodwill represents the engineering expertise of the acquired workforce, the opportunity to leverage this expertise across all Halma's Photonics businesses and the ability to exploit the Group's existing customer base.
The initial consideration was US\$9,126,000 followed by contingent consideration payable on or around June 2012 of between US\$nil and US\$11,000,000 dependent on the profits of the acquired business for the year up to March 2012. The Directors estimate that contingent consideration of US\$10,341,000 will be paid.
The Avo acquisition contributed £1,097,000 of revenue and £256,000 of profit after tax for the 26 weeks ended 1 October 2011.
The Group's financial results have not historically been subject to significant seasonal trends.
Issues and repurchases of Halma p.l.c.'s ordinary shares and drawdowns and repayments of borrowings are shown in the Consolidated Cash Flow Statement.
There were no significant changes in the nature and size of related party transactions for the period to those reported in the 2011 Annual Report.
On 20 October 2011, the Group signed a new five-year syndicated revolving credit facility for £260m. This replaced the previous £165m facility which was due to expire in February 2013.
A number of potential risks and uncertainties exist which could have a material impact on the Group's performance over the second half of the financial year and could cause actual results to differ materially from expected and historical results. The Group has in place processes for identifying, evaluating and managing key risks. These risks, together with a description of the approach to mitigating them, are set out in the 2011 Annual Report on pages 42 and 43 which is available on the Group's website at www.halma.com.
The principal risks and uncertainties relate to:
The Directors do not consider that the principal risks and uncertainties have changed since the publication of the 2011 Annual Report.
We confirm that to the best of our knowledge:
By order of the Board
Andrew Williams Kevin Thompson Chief Executive Finance Director 22 November 2011
Misbourne Court Rectory Way Amersham Bucks HP7 0DE Tel: +44 (0)1494 721111 Fax: +44 (0)1494 728032 Email: [email protected] Website: www.halma.com Registered in England and Wales, No. 40932
E Geoffrey Unwin Chairman Andrew J Williams Chief Executive E Jane Aikman* Daniela Barone Soares* Norman R Blackwell* Steven Marshall* Adam J Meyers Stephen R Pettit* Neil Quinn Kevin J Thompson *Non-executive
Carol T Chesney
Andrew J Williams Chief Executive Kevin J Thompson Finance Director Charles E Dubois Fluid Technology Mark Lavelle Process Safety and Asset Monitoring Adam J Meyers Health Optics Neil Quinn Safety Sensors Rob Randelman Photonics Allan Stamper Water Nigel J B Trodd Fire, Security and Elevator Safety Martin Zhang Halma China
Andrew Williams Halma p.l.c. Misbourne Court Rectory Way Amersham Bucks HP7 0DE Tel: +44 (0)1494 721111 Fax: +44 (0)1494 728032
Deloitte LLP PO Box 3043 Abbots House, Abbey Street Reading RG1 3BD
J.P. Morgan Cazenove Limited 10 Aldermanbury London EC2V 7RF
Rachel Hirst/Andrew Jaques MHP Communications 60 Great Portland Street London W1W 7RT Tel: +44 (0)20 3128 8100 Fax: +44 (0)20 3128 8171 Email: [email protected] E-mail: [email protected]
The Royal Bank of Scotland plc 280 Bishopsgate London EC2M 4RB
Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ Tel: +44 (0)870 707 1046 Fax: +44 (0)870 703 6101 Website: www.investorcentre.co.uk
Lazard & Co., Limited 50 Stratton Street London W1J 8LL
CMS Cameron McKenna Mitre House 160 Aldersgate Street London EC1A 4DD
Halma p.l.c. Misbourne Court Rectory Way Amersham Bucks HP7 0DE
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