1 Basis of preparation General information The Half Year Report, which includes the Interim Management Report and Condensed Interim Financial Statements for the six months to 30 September 2019, was approved by the Directors on 19 November 2019. Basis of preparation 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 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 year to 31 March 2019, with the exception of the policy for taxes on income, which in the interim period is accrued using the effective tax rate that would be applicable to expected total income for the financial year, and except for the adoption of new accounting standards described below. The figures shown for the year to 31 March 2019 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 to which the Auditor 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. As part of a review of deferred tax balances as at 30 September 2019, some balances were identified (mainly relating to intangible assets on US acquisitions) that were previously presented gross but should have been netted off as they are in the same jurisdiction and there is a legally enforceable right to set off current tax assets against current tax liabilities. These balances have now been netted off. Restatements have been made to the prior periods as at 30 September 2018 and 31 March 2019, resulting in a netting down of assets and liabilities of £29.2m and £40.7m respectively. There is no impact on net assets, cash or other KPIs. There was no impact on opening net assets as at 1 April 2018. Going concern 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, which includes a £550m five-year Revolving Credit Facility (RCF) running until November 2023 of which £398.8m remains undrawn at the date of this report. With this in mind, 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. New accounting standards and policies With effect from 1 April 2019 the Group has adopted the following new accounting standard: IFRS 16 'Leases' The Group has adopted IFRS 16 from 1 April 2019 and applied the modified retrospective approach. IFRS 16 provides a single on-balance sheet accounting model for lessees which recognises a right-of-use asset, representing its right to use the underlying asset, and lease liability, representing its obligations to make payment in respect of the use of the underlying asset. The distinction between finance and operating leases for lessees is removed. Comparatives for the prior period have not been restated and the adjustments arising from the new leasing standard are therefore recognised in the opening balance sheet on 1 April 2019 as follows:
|
1 April 2019 £m |
Non-current assets |
|
Property, plant and equipment (right of use assets) |
45.4 |
Total assets |
45.4 |
Current liabilities |
|
Trade and other payables |
0.4 |
Lease liabilities |
(10.7) |
Non-current liabilities |
|
Lease liabilities |
(39.6) |
Deferred tax liability |
1.2 |
Total liabilities |
(48.7) |
Total movement in retained earnings as at 1 April 2019 |
(3.3) |
On adoption of IFRS 16, the Group recognised liabilities for leases which had been classified as operating leases under previous accounting standards. The lease liability has been measured at the present value of the remaining lease payments, discounted using the incremental borrowing rate as at 1 April 2019. The weighted average lessee's incremental borrowing rate applied to the lease liabilities on 1 April 2019 was 3.7%.
|
1 April 2019 £m |
Operating lease commitments as disclosed at 31 March 2019 |
52.5 |
Reconciling items |
|
- Effect of discounting (at incremental borrowing rate as a 1 April 2019) |
(4.8) |
- Short-term leases recognised on a straight-line basis as expense |
(0.4) |
- Low-value leases recognised on a straight-line basis as expense |
(0.3) |
- Recognition differences on new leases and extension assumptions |
3.3 |
Lease liability recognised as at 1 April 2019 |
50.3 |
Practical expedients applied In applying IFRS 16 for the first time, the Group has used the following practical expedients permitted by the standard: - Relied on previous assessments of whether leases are onerous - Excluded initial direct costs for the measurement of right-of-use assets at the date of the initial application - Used hindsight in determining the lease term where the contract contains options to extend or terminate the lease Additionally, on transition the Group elected not to reassess whether a contract is, or contains, a lease, instead relying on the assessment already made applying IAS 17 'Leases' and IFRIC 4 'Determining whether an Arrangement contains a Lease'. Impact on the income statement The impact on the income statement for the six months ended 30 September 2019 is to increase operating profit by approximately £1.4m and increase finance costs by £1.0m resulting in an increase in profit before tax of £0.4m. The impact on the income statement for the year ended 31 March 2020 is expected to increase operating profit by approximately £2.8m and increase finance costs by £2.0m resulting in an increase in profit before tax of £0.8m. Impact on the cash flow statement There has been a change to the classification of cash flows in the cash flow statement with operating lease payments previously categorised as net cash used in operations now being split between the principal element, included as repayment of lease liabilities within financing activities and the interest element, included as interest paid within financing activities. In the six months to 30 September 2019 there are £7.7m of lease payments within financing activities comprising £6.7m of repayment of lease liabilities and £1.0m of interest paid. Accounting policy The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, comprising the initial amount of the lease liability plus any initial direct costs incurred and an estimate of costs to restore the underlying asset, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the asset or the end of the lease term. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the incremental borrowing rate. The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or a rate or a change in the Group's assessment of whether it will exercise an extension or termination option. When the lease liability is remeasured, a corresponding adjustment is made to the right-of-use asset. Payments associated with short-term leases or low-value assets are recognised on a straight-line basis as an expense in the income statement. Short-term leases are leases with a lease term of 12 months or less. Low-value assets mostly comprise of IT equipment and small items of office furniture. Other new accounting standards and interpretations applied for the first time The following Standards with an effective date of 1 January 2019 have been adopted without any significant impact on the amounts reported in these financial statements: - Amendments to IAS 19: Plan amendment, Curtailment of Settlement - Annual improvements 2015-2017 cycle - IFRIC Interpretation 23: Uncertainty over Income Tax Treatments - Amendments to IAS 28: Long-term Interests in Associates and Joint Ventures 2 Segmental analysis and revenue from contracts with customers Sector analysis The Group has four main reportable segments (Process Safety, Infrastructure Safety, Environmental & Analysis and Medical), 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. Segment revenue disaggregation (by location of external customer)
|
Unaudited Six months to 30 September 2019 |
|
Revenue by sector and destination (all continuing operations) |
|
United States of America £m |
Mainland Europe £m |
United Kingdom £m |
Asia Pacific £m |
Africa, Near and Middle East £m |
Other countries £m |
Total £m |
Process Safety |
35.4 |
19.2 |
13.4 |
17.3 |
10.7 |
5.3 |
101.3 |
Infrastructure Safety |
55.5 |
71.8 |
53.9 |
33.3 |
11.8 |
6.6 |
232.9 |
Environmental & Analysis |
78.1 |
19.5 |
31.3 |
29.6 |
2.5 |
2.7 |
163.7 |
Medical |
79.9 |
25.0 |
6.6 |
26.6 |
5.7 |
12.1 |
155.9 |
Inter-segmental sales |
(0.1) |
- |
- |
- |
- |
- |
(0.1) |
Revenue for the period |
248.8 |
135.5 |
105.2 |
106.8 |
30.7 |
26.7 |
653.7 |
|
Unaudited Six months to 30 September 2018 |
|
Revenue by sector and destination (all continuing operations) |
|
United States of America £m |
Mainland Europe £m |
United Kingdom £m |
Asia Pacific £m |
Africa, Near and Middle East £m |
Other countries £m |
Total £m |
Process Safety |
32.5 |
19.8 |
15.4 |
13.9 |
12.0 |
4.3 |
97.9 |
Infrastructure Safety |
39.8 |
61.2 |
50.2 |
24.4 |
16.2 |
5.8 |
197.6 |
Environmental & Analysis |
65.6 |
17.7 |
24.7 |
28.1 |
3.7 |
3.2 |
143.0 |
Medical |
78.2 |
25.6 |
6.0 |
21.7 |
6.6 |
9.1 |
147.2 |
Inter-segmental sales |
(0.1) |
- |
(0.1) |
- |
- |
- |
(0.2) |
Revenue for the period |
216.0 |
124.3 |
96.2 |
88.1 |
38.5 |
22.4 |
585.5 |
|
Audited year end 31 March 2019 |
|
Revenue by sector and destination (all continuing operations) |
|
United States of America £m |
Mainland Europe £m |
United Kingdom £m |
Asia Pacific £m |
Africa, Near and Middle East £m |
Other countries £m |
Total £m |
Process Safety |
61.3 |
42.1 |
32.6 |
29.6 |
23.2 |
8.7 |
197.5 |
Infrastructure Safety |
87.8 |
131.2 |
101.4 |
48.6 |
28.4 |
11.2 |
408.6 |
Environmental & Analysis |
135.2 |
38.0 |
53.6 |
59.7 |
6.0 |
6.6 |
299.1 |
Medical |
159.2 |
55.0 |
13.4 |
46.1 |
13.2 |
19.2 |
306.1 |
Inter-segmental sales |
(0.3) |
- |
(0.1) |
- |
- |
- |
(0.4) |
Revenue for the period |
443.2 |
266.3 |
200.9 |
184.0 |
70.8 |
45.7 |
1,210.9 |
|
|
|
|
|
|
|
|
|
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. Revenue derived from the rendering of services was £26.6m (six months to 30 September 2018: £18.0m; year to 31 March 2019: £39.2m). All revenue was otherwise derived from the sale of products. The majority of the Group's revenue is recognised when control passes at a point in time. Segment results
|
Profit (all continuing operations) |
|
Unaudited Six months to 30 September 2019 £m |
Unaudited Six months to 30 September 2018 £m |
Audited Year to 31 March 2019 £m |
Segment profit before allocation of adjustments* |
|
|
|
Process Safety |
24.9 |
22.2 |
45.5 |
Infrastructure Safety |
52.3 |
41.7 |
88.9 |
Environmental & Analysis |
35.1 |
29.0 |
66.4 |
Medical |
35.6 |
35.0 |
76.9 |
|
147.9 |
127.9 |
277.7 |
Segment profit after allocation of adjustments* |
|
|
|
Process Safety |
22.9 |
20.2 |
41.5 |
Infrastructure Safety |
43.0 |
37.3 |
79.1 |
Environmental & Analysis |
30.3 |
25.5 |
60.1 |
Medical |
28.7 |
26.5 |
60.1 |
Segment profit |
124.9 |
109.5 |
240.8 |
Central administration costs |
(13.4) |
(10.1) |
(24.1) |
Net finance expense |
(5.7) |
(4.9) |
(10.0) |
Group profit before taxation |
105.8 |
94.5 |
206.7 |
Taxation |
(20.8) |
(19.9) |
(36.9) |
Profit for the period |
85.0 |
74.6 |
169.8 |
* Adjustments include the amortisation and impairment of acquired intangible assets; acquisition items; significant restructuring costs; and profit or loss on disposal of operations. Note 9 provides more information on alternative performance measures. The accounting policies of the reportable segments are the same as the Group's accounting policies. Acquisition transaction costs, adjustments to contingent consideration and release of fair value adjustments to inventory (collectively 'acquisition items') are recognised in the Consolidated Income Statement. Segment profit before these acquisition items and other adjustments, is disclosed separately above as this is the measure reported to the Group Chief Executive for the purpose of allocation of resources and assessment of segment performance. These adjustments are analysed as follows:
|
Unaudited for the Six months to 30 September 2019 |
Amortisation of acquired intangibles £m |
Acquisition items |
Total amortisation charge and acquisition items £m |
Disposal of operations and significant restructuring £m |
Total £m |
Transaction costs £m |
Adjustments to contingent consideration £m |
Release of fair value adjustments to inventory £m |
Process Safety |
(2.0) |
- |
- |
- |
(2.0) |
- |
(2.0) |
Infrastructure Safety |
(5.2) |
(2.2) |
- |
(1.9) |
(9.3) |
- |
(9.3) |
Environmental & Analysis |
(4.6) |
(0.2) |
- |
- |
(4.8) |
- |
(4.8) |
Medical |
(6.5) |
(0.5) |
0.1 |
- |
(6.9) |
- |
(6.9) |
Total Segment & Group |
(18.3) |
(2.9) |
0.1 |
(1.9) |
(23.0) |
- |
(23.0) |
The transaction costs arose mainly on the acquisitions during the year. In Infrastructure Safety, they related to Ampac £2.2m. In Environmental and Analysis, they related to the acquisitions of Invenio (£0.1m) and Enoveo (£0.1m). In Medical, they mainly related to the acquisition of Visiometrics in a previous year (£0.3m). The £1.9m release of fair value adjustments to inventory relates to Navtech Radar (£0.4m) and Ampac (£1.5m). All amounts have now been released in relation to Navtech Radar.
|
Unaudited for the Six months to 30 September 2018 |
Amortisation of acquired intangibles £m |
Acquisition items |
Total amortisation charge and acquisition items £m |
Disposal of operations and significant restructuring £m |
Total £m |
Transaction costs £m |
Adjustments to contingent consideration £m |
Release of fair value adjustments to inventory £m |
Process Safety |
(2.0) |
- |
- |
- |
(2.0) |
- |
(2.0) |
Infrastructure Safety |
(3.0) |
- |
- |
(1.4) |
(4.4) |
- |
(4.4) |
Environmental & Analysis |
(4.5) |
- |
1.1 |
(0.1) |
(3.5) |
- |
(3.5) |
Medical |
(8.0) |
- |
0.4 |
- |
(7.6) |
(0.9) |
(8.5) |
Total Segment & Group |
(17.5) |
- |
1.5 |
(1.5) |
(17.5) |
(0.9) |
(18.4) |
The £1.5m adjustment to contingent consideration comprised a credit of £1.1m in Environmental & Analysis arising from a change in estimate of the payable for FluxData, Inc. and a credit of £0.4m in Medical arising from exchange differences on the payables for Visiometrics S.L. ("Visiometrics") which is denominated in Euros. The £1.5m charge related to the release of the remaining fair value adjustment on revaluing the inventory of Firetrace (£1.4m) and Mini-Cam Enterprises Limited and subsidiaries (£0.1m). The loss on disposal of operations of £0.9m arose on the sale of the trade and assets of Accudynamics Inc, for sale proceeds of £4.1m. The net assets on disposal were £4.3m, which together with the disposal of related goodwill of £0.8m and disposal costs of £0.3m, offset by the recycling of foreign exchange gains of £0.4m, resulted in a net loss on disposal (before taxation) of £0.9m.
|
|
Audited for the year to 31 March 2019 |
Amortisation of acquired intangibles £m |
Acquisition items |
Total amortisation charge and acquisition items £m |
|
Disposal of operations and significant restructuring £m |
Total £m |
Transaction costs £m |
Adjustments to contingent consideration £m |
Release of fair value adjustments to inventory £m |
Defined benefit pension charge
£m |
Process Safety |
(4.0) |
- |
- |
- |
(4.0) |
- |
- |
(4.0) |
Infrastructure Safety |
(6.8) |
(0.4) |
- |
(2.6) |
(9.8) |
- |
- |
(9.8) |
Environmental & Analysis |
(9.1) |
(0.1) |
3.0 |
(0.1) |
(6.3) |
- |
- |
(6.3) |
Medical |
(15.7) |
(0.6) |
0.5 |
- |
(15.8) |
- |
(1.0) |
(16.8) |
Total Segment |
(35.6) |
(1.1) |
3.5 |
(2.7) |
(35.9) |
- |
(1.0) |
(36.9) |
Unallocated |
- |
- |
- |
- |
- |
(2.1) |
- |
(2.1) |
|
(35.6) |
(1.1) |
3.5 |
(2.7) |
(35.9) |
(2.1) |
(1.0) |
(39.0) |
The transaction costs arose mainly on the acquisitions during the year. In Infrastructure Safety, they mainly related to LAN Controls Limited (£0.1m), Limotec (£0.1m), Navtech Radar (£0.4m) and Business Marketers Group (trading as Rath Communications) (£0.1m) and a credit from a previous acquisition. In Environmental & Analysis, they related to the acquisition of FluxData in a previous year (£0.1m). In Medical, they mainly related to the acquisition of Visiometrics in a previous year (£0.5m). The £3.5m adjustment to contingent consideration comprised: a credit of £3.0m in Environmental & Analysis arising from decreases in estimates of the payable for FluxData (£2.7m) and Mini-Cam (£0.3m); and a credit of £0.5m in Medical arising from an increase in estimate of the payable for CasMed NIBP (£0.1m) offset by a credit of £0.6m arising from exchange differences on the payable for Visiometrics which is denominated in Euros. The £2.7m release of fair value adjustments to inventory related to Firetrace (£1.4m), Limotec (£0.3m), Navtech Radar (£0.6m) and Rath (£0.3m) in Infrastructure and Safety; and Mini-Cam (£0.1m) within Environmental & Analysis. All amounts have now been released in relation to Firetrace, Limotec, Rath and Mini-Cam. The £2.1m defined benefit pension charge related to the estimate of Guaranteed Minimum Pension equalisation for men and women. 3 Finance income
|
Unaudited Six months to 30 September 2019 £m |
Unaudited Six months to 30 September 2018 £m |
Audited Year to 31 March 2019 £m |
Interest receivable |
0.3 |
0.1 |
0.4 |
Fair value movement on derivative financial instruments |
0.1 |
- |
0.1 |
|
0.4 |
0.1 |
0.5 |
4 Finance expense
|
Unaudited Six months to 30 September 2019 £m |
Unaudited Six months to 30 September 2018 £m |
Audited Year to 31 March 2019 £m |
Interest payable on loans and overdrafts |
3.7 |
3.9 |
7.6 |
Interest payable on lease obligations |
1.0 |
- |
- |
Amortisation of finance costs |
0.4 |
0.4 |
0.9 |
Net interest charge on pension plan liabilities |
0.4 |
0.6 |
1.2 |
Other interest payable |
0.1 |
0.1 |
0.5 |
|
5.6 |
5.0 |
10.2 |
Fair value movement on derivative financial instruments |
0.2 |
- |
0.2 |
Unwinding of discount on provisions |
0.3 |
- |
0.1 |
|
6.1 |
5.0 |
10.5 |
5 Taxation The total Group tax charge for the six months to 30 September 2019 of £20.8m (six months to 30 September 2018: £19.9m; year to 31 March 2019: £36.9m) comprises a current tax charge of £23.3m (six months to 30 September 2018: £21.2m; year to 31 March 2019: £44.7m) and a deferred tax credit of £2.5m (six months to 30 September 2018: £1.3m; year to 31 March 2019: £7.8m). The tax charge is based on the estimated effective tax rate for the year, for profit before tax before adjustments. The tax rates applied to the adjustments are established on an individual basis for each adjustment. The tax charge includes £19.6m (six months to 30 September 2018: £17.3m; year to 31 March 2019: £33.6m) in respect of overseas tax. 6 Earnings per ordinary share Basic and diluted earnings per ordinary share are calculated using the weighted average of 379,134,587 (30 September 2018: 379,043,693; 31 March 2019: 379,159,755) shares in issue during the period (net of shares purchased by the Company and held as Employee Benefit Trust shares). There are no dilutive or potentially dilutive ordinary shares. Adjusted earnings are calculated as earnings from continuing operations excluding the amortisation of acquired intangible assets; acquisition items; significant restructuring costs; profit or loss on disposal of operations; and the associated taxation thereon. 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 as follows:
|
Unaudited Six months to 30 September 2019 £m |
Unaudited Six months to 30 September 2018 £m |
Audited Year to 31 March 2019 £m |
Earnings from continuing operations |
85.0 |
74.6 |
169.8 |
Amortisation of acquired intangible assets (after tax) |
14.1 |
14.9 |
27.5 |
Acquisition transaction costs (after tax) |
2.8 |
- |
1.0 |
Adjustments to contingent consideration (after tax) |
(0.1) |
(1.5) |
(2.9) |
Release of fair value adjustments to inventory (after tax) |
1.4 |
1.1 |
2.1 |
Defined benefit pension charge (after tax) |
- |
- |
1.7 |
Disposal of operations and restructuring (after tax) |
- |
0.7 |
0.8 |
Adjusted earnings |
103.2 |
89.8 |
200.0 |
|
Per ordinary share |
|
Unaudited Six months to 30 September 2019 pence |
Unaudited Six months to 30 September 2018 pence |
Audited Year to 31 March 2019 pence |
Earnings from continuing operations |
22.40 |
19.67 |
44.78 |
Amortisation of acquired intangible assets (after tax) |
3.72 |
3.93 |
7.25 |
Acquisition transaction costs (after tax) |
0.75 |
- |
0.27 |
Adjustments to contingent consideration (after tax) |
(0.04) |
(0.40) |
(0.75) |
Release of fair value adjustments to inventory (after tax) |
0.37 |
0.29 |
0.55 |
Defined benefit pension charge (after tax) |
- |
- |
0.44 |
Disposal of operations and restructuring (after tax) |
- |
0.18 |
0.20 |
Adjusted earnings |
27.20 |
23.67 |
52.74 |
7 Dividends
|
Per ordinary share |
|
Unaudited Six months to 30 September 2019 pence |
Unaudited Six months to 30 September 2018 pence |
Audited Year to 31 March 2019 pence |
Amounts recognised as distributions to shareholders in the period |
|
|
|
Final dividend for the year to 31 March 2019 (31 March 2018) |
9.60 |
8.97 |
8.97 |
Interim dividend for the year to 31 March 2019 |
- |
- |
6.11 |
|
9.60 |
8.97 |
15.08 |
Dividends in respect of the period |
|
|
|
Proposed interim dividend for the year to 31 March 2020 (31 March 2019) |
6.54 |
6.11 |
6.11 |
Final dividend for the year to 31 March 2019 |
- |
- |
9.60 |
|
6.54 |
6.11 |
15.71 |
|
Unaudited Six months to 30 September 2019 £m |
Unaudited Six months to 30 September 2018 £m |
Audited Year to 31 March 2019 £m |
Amounts recognised as distributions to shareholders in the period |
|
|
|
Final dividend for the year to 31 March 2019 (31 March 2018) |
36.4 |
34.0 |
34.0 |
Interim dividend for the year to 31 March 2019 |
- |
- |
23.2 |
|
36.4 |
34.0 |
57.2 |
Dividends in respect of the period |
|
|
|
Proposed interim dividend for the year to 31 March 2020 (31 March 2019) |
24.8 |
23.2 |
23.2 |
Final dividend for the year to 31 March 2019 |
- |
- |
36.4 |
|
24.8 |
23.2 |
59.6 |
8 Notes to the Consolidated Cash Flow Statement
|
Unaudited Six months to 30 September 2019 £m |
Unaudited Six months to 30 September 2018 £m |
Audited Year to 31 March 2019 £m |
Reconciliation of profit from operations to net cash inflow from operating activities |
|
|
|
Profit on continuing operations before finance income and expense, share of results of associates and profit or loss on disposal of operations |
111.6 |
100.4 |
217.8 |
Financial instruments at fair value through profit or loss |
- |
(0.1) |
(0.1) |
Depreciation of property, plant and equipment |
17.0 |
9.8 |
20.0 |
Loss on disposal of capitalised development costs |
- |
0.7 |
- |
Amortisation of computer software |
1.1 |
0.8 |
1.8 |
Amortisation of capitalised development costs and other intangibles |
4.1 |
4.3 |
8.8 |
Impairment of capitalised development costs |
2.0 |
- |
0.7 |
Amortisation of acquired intangible assets |
18.3 |
17.5 |
35.6 |
Share-based payment expense in excess of amounts paid |
0.2 |
- |
4.7 |
Additional payments to pension plans |
(6.2) |
(5.5) |
(11.4) |
Defined benefit pension charge |
- |
- |
2.1 |
Loss/(profit) on sale of property, plant and equipment and computer software |
0.1 |
- |
(0.6) |
Operating cash flows before movement in working capital |
148.2 |
127.9 |
279.4 |
Increase in inventories |
(6.5) |
(9.9) |
(9.2) |
Increase in receivables |
(2.3) |
(1.2) |
(15.3) |
(Decrease)/increase in payables and provisions |
(16.4) |
0.5 |
8.2 |
Revision to estimate of contingent consideration payable |
(0.1) |
(1.5) |
(3.5) |
Cash generated from operations |
122.9 |
115.8 |
259.6 |
Taxation paid |
(27.3) |
(19.0) |
(40.6) |
Net cash inflow from operating activities |
95.6 |
96.8 |
219.0 |
|
Unaudited 30 September 2019 £m |
Unaudited 30 September 2018 £m |
Audited 31 March 2019 £m |
Analysis of cash and cash equivalents |
|
|
|
Cash and bank balances |
83.2 |
66.4 |
81.2 |
Overdrafts (included in current Borrowings) |
(1.7) |
(2.9) |
(9.1) |
Cash and cash equivalents |
81.5 |
63.5 |
72.1 |
|
At 31 March 2019 £m |
Restatement for changes in accounting standards IFRS 16 £m |
Restated as at 1 April 2019 £m |
Cash flow £m |
Net cash/(debt) acquired £m |
Loan notes repaid £m |
Lease liabilities additions £m |
Exchange adjustments £m |
At 30 September 2019 £m |
Analysis of net debt |
|
|
|
|
|
|
|
|
|
Cash and bank balances |
81.2 |
- |
81.2 |
(6.8) |
6.8 |
- |
- |
2.0 |
83.2 |
Overdrafts |
(9.1) |
- |
(9.1) |
7.4 |
- |
- |
- |
- |
(1.7) |
Cash and cash equivalents |
72.1
|
-
|
72.1
|
0.6
|
6.8
|
-
|
-
|
2.0
|
81.5
|
Loan notes falling due within one year |
(0.1)
|
-
|
(0.1)
|
-
|
-
|
0.1
|
-
|
-
|
-
|
Loan notes falling due after more than one year |
(179.3)
|
-
|
(179.3)
|
-
|
-
|
- |
-
|
(4.4)
|
(183.7)
|
Bank loans falling due after more than one year |
(74.4)
|
-
|
(74.4)
|
(73.5)
|
-
|
-
|
-
|
(3.3)
|
(151.2)
|
Lease liabilities |
- |
(50.3) |
(50.3) |
7.7 |
(3.6) |
- |
(9.0) |
(1.8) |
(57.0) |
Total net debt |
(181.7) |
(50.3) |
(232.0) |
(65.2) |
3.2 |
0.1 |
(9.0) |
(7.5) |
(310.4) |
Overdrafts and Loan notes falling due within one year are included as current borrowings in the Consolidated Balance Sheet. Loan notes and Bank loans falling due after more than one year are included as non-current borrowings. 9 Alternative performance measures The Board uses certain alternative performance measures to help it effectively monitor the performance of the Group. The Directors consider that these represent a more consistent measure of underlying performance by removing non-trading items that are not closely related to the Group's trading or operating cash flows. These measures include Return on Total Invested Capital (ROTIC), Return on Capital Employed (ROCE), organic growth at constant currency, Adjusted operating profit, Adjusted operating cash flow and Return on Sales. Note 2 provides further analysis of the adjusting items in reaching adjusted profit measures. Return on Total Invested Capital (ROTIC)
|
Unaudited Six months to 30 September 2019 £m |
Unaudited Six months to 30 September 2018 £m |
Audited Year to 31 March 2019 £m |
Profit after tax |
85.0 |
74.6 |
169.8 |
Adjustments1 |
18.2 |
15.2 |
30.2 |
Adjusted profit after tax1 |
103.2 |
89.8 |
200.0 |
Total equity |
1,067.5 |
927.3 |
981.4 |
Add back retirement benefit obligations |
27.6 |
20.7 |
39.2 |
Less associated deferred tax assets |
(4.7) |
(3.6) |
(7.0) |
Cumulative amortisation of acquired intangible assets |
264.8 |
219.0 |
235.2 |
Historical adjustments to goodwill2 |
89.5 |
89.5 |
89.5 |
Total Invested Capital |
1,444.7 |
1,252.9 |
1,338.3 |
Average Total Invested Capital3 |
1,391.5 |
1,203.0 |
1,245.7 |
Return on Total Invested Capital (annualised)4 |
14.8% |
14.9% |
16.1% |
Return on Capital Employed (ROCE)
|
Unaudited Six months to 30 September 2019 £m |
Unaudited Six months to 30 September 2018 £m |
Audited Year to 31 March 2019 £m |
Profit before tax |
105.8 |
94.5 |
206.7 |
Adjustments1 |
23.0 |
18.4 |
39.0 |
Net finance costs |
5.7 |
4.9 |
10.0 |
Lease interest |
(1.0) |
- |
- |
Adjusted operating profit1 after share of results of associates |
133.5 |
117.8 |
255.7 |
Computer software costs within intangible assets |
6.0 |
5.1 |
5.5 |
Capitalised development costs within intangible assets |
34.7 |
30.2 |
33.1 |
Other intangibles within intangible assets |
3.3 |
3.0 |
3.1 |
Property, plant and equipment |
171.7 |
109.6 |
112.4 |
Inventories |
162.9 |
141.2 |
144.3 |
Trade and other receivables |
275.2 |
241.8 |
259.6 |
Trade and other payables |
(157.9) |
(154.5) |
(164.8) |
Provisions |
(20.5) |
(18.2) |
(25.4) |
Net current tax liabilities |
(8.6) |
(12.6) |
(13.2) |
Non-current trade and other payables |
(13.3) |
(9.7) |
(11.6) |
Non-current provisions |
(7.9) |
(4.7) |
(10.9) |
Lease liabilities |
(57.0) |
- |
- |
Add back contingent purchase consideration |
19.4 |
14.8 |
26.8 |
Capital Employed |
408.0 |
346.0 |
358.9 |
Average Capital Employed3 |
383.5 |
334.0 |
340.4 |
Return on Capital Employed (annualised)4 |
69.6% |
70.5% |
75.1% |
1 Adjustments include the amortisation of acquired intangible assets; acquisition items; significant restructuring costs and profit or loss on disposal of operations. These also include the associated taxation on adjusting items where after-tax measures. 2 Includes goodwill amortised prior to 3 April 2004 and goodwill taken to reserves. 3 The ROTIC and ROCE measures are expressed as a percentage of the average of the current period's and prior year's Total Invested Capital and Capital Employed respectively. Using an average as the denominator is considered to be more representative. The March 2018 Total Invested Capital and Capital Employed balances were £1,125.1m and £312.1m respectively. 4 The ROTIC and ROCE measures are calculated as annualised Adjusted profit after tax divided by Average Total Invested Capital and annualised Adjusted operating profit after share of results of associates divided by Average Capital Employed respectively. Organic growth and constant currency Organic growth measures the change in revenue and profit from continuing Group operations. The measure equalises the effect of acquisitions by: a. removing from the year of acquisition their entire revenue and profit before taxation, and b. in the following year, removing the revenue and profit for the number of months equivalent to the pre- acquisition period in the prior year. The resultant effect is that the acquisitions are removed from organic results for one full year of ownership. The results of disposals are removed from the prior period reported revenue and profit before taxation. Constant currency measures the change in revenue and profit excluding the effects of currency movements. The measure restates the current year's revenue and profit at last year's exchanges rates. Organic growth at constant currency has been calculated as follows: Organic growth at constant currency
|
Revenue |
Adjusted profit* before taxation |
|
Unaudited Six months to 30 September 2019 £m |
Unaudited Six months to 30 September 2018 £m |
% growth |
Unaudited Six months to 30 September 2019 £m |
Unaudited Six months to 30 September 2018 £m |
% growth |
Continuing operations |
653.7 |
585.5 |
11.7% |
128.8 |
112.9 |
14.1% |
Acquired and disposed revenue/profit |
(23.4) |
(3.6) |
|
(5.1) |
(0.6) |
|
Organic growth |
630.3 |
581.9 |
8.3% |
123.7 |
112.3 |
10.2% |
Constant currency adjustment |
(18.7) |
- |
|
(4.1) |
- |
|
Organic growth at constant currency |
611.6 |
581.9 |
5.1% |
119.6 |
112.3 |
6.5% |
* Adjustments include the amortisation of acquired intangible assets; significant acquisition items; restructuring costs; and profit or loss on disposal of operations. Sector organic growth at constant currency Organic growth at constant currency is calculated for each segment using the same method as described above. Process Safety
|
Revenue |
Adjusted* segment profit |
|
Unaudited Six months to 30 September 2019 £m |
Unaudited Six months to 30 September 2018 £m |
% growth |
Unaudited Six months to 30 September 2019 £m |
Unaudited Six months to 30 September 2018 £m |
% growth |
Continuing operations |
101.3 |
97.9 |
3.5% |
24.9 |
22.2 |
12.2% |
Acquisition and currency adjustments |
(2.4) |
- |
|
(0.7) |
- |
|
Organic growth at constant currency |
98.9 |
97.9 |
1.0% |
24.2 |
22.2 |
9.3% |
Infrastructure Safety
|
Revenue |
Adjusted* segment profit |
|
Unaudited Six months to 30 September 2019 £m |
Unaudited Six months to 30 September 2018 £m |
% growth |
Unaudited Six months to 30 September 2019 £m |
Unaudited Six months to 30 September 2018 £m |
% growth |
Continuing operations |
232.9 |
197.6 |
17.9% |
52.3 |
41.7 |
25.3% |
Acquisition and currency adjustments |
(26.9) |
- |
|
(6.7) |
- |
|
Organic growth at constant currency |
206.0 |
197.6 |
4.3% |
45.6 |
41.7 |
9.3% |
Environmental & Analysis
|
Revenue |
Adjusted* segment profit |
|
Unaudited Six months to 30 September 2019 £m |
Unaudited Six months to 30 September 2018 £m |
% growth |
Unaudited Six months to 30 September 2019 £m |
Unaudited Six months to 30 September 2018 £m |
% growth |
Continuing operations |
163.7 |
143.0 |
14.5% |
35.1 |
29.0 |
21.3% |
Acquisition and currency adjustments |
(6.1) |
- |
|
(1.3) |
- |
|
Organic growth at constant currency |
157.6 |
143.0 |
10.2% |
33.8 |
29.0 |
16.5% |
Medical
|
Revenue |
Adjusted* segment profit |
|
Unaudited Six months to 30 September 2019 £m |
Unaudited Six months to 30 September 2018 £m |
% growth |
Unaudited Six months to 30 September 2019 £m |
Unaudited Six months to 30 September 2018 £m |
% growth |
Continuing operations |
155.9 |
147.2 |
6.0% |
35.6 |
35.0 |
1.8% |
Acquisition and currency adjustments |
(6.7) |
(3.6) |
|
(1.6) |
(0.6) |
|
Organic growth at constant currency |
149.2 |
143.6 |
3.9% |
34.0 |
34.4 |
(1.1%) |
* Adjustments include the amortisation of acquired intangible assets; significant acquisition items; restructuring costs; and profit or loss on disposal of operations. Adjusted operating profit
|
Unaudited Six months to 30 September 2019 £m |
Unaudited Six months to 30 September 2018 £m |
Audited Year to 31 March 2019 £m |
Operating profit |
111.6 |
100.4 |
217.8 |
Add back: |
|
|
|
Acquisition items |
4.7 |
- |
0.3 |
Defined benefit pension charge |
- |
- |
2.1 |
Amortisation of acquired intangible assets |
18.3 |
17.5 |
35.6 |
Adjusted operating profit |
134.6 |
117.9 |
255.8 |
Adjusted operating cash flow
|
Unaudited Six months to 30 September 2019 £m |
Unaudited Six months to 30 September 2018 £m |
Audited Year to 31 March 2019 £m |
Net cash from operating activities (note 8) |
95.6 |
96.8 |
219.0 |
Add back: |
|
|
|
Net acquisition costs |
2.0 |
- |
1.2 |
Taxes paid |
27.3 |
19.0 |
40.6 |
Proceeds from sale of property, plant and equipment |
0.3 |
0.4 |
1.6 |
Share awards vested not settled by own shares* |
5.6 |
4.9 |
4.9 |
Less: |
|
|
|
Purchase of property, plant and equipment |
(12.0) |
(13.7) |
(26.4) |
Purchase of computer software and other intangibles |
(1.7) |
(2.0) |
(4.9) |
Development costs capitalised |
(6.3) |
(4.3) |
(10.8) |
Adjusted operating cash flow |
110.8 |
101.1 |
255.2 |
Cash conversion % (adjusted operating cash flow/adjusted operating profit) |
82% |
86% |
88% |
* See Consolidated Statement of Changes in Equity. Return on Sales Group Return on Sales is defined as Adjusted Profit before Taxation as a percentage of revenue. For the sectors, Return on Sales is defined as Adjusted segment profit as a percentage of segment revenue. Adjusted Profit before Taxation and Adjusted segment profit is as defined in note 2. 10 Acquisitions In accounting for acquisitions, adjustments are made to the book values of the net assets of the companies acquired to reflect their fair values to the Group. Acquired inventories are valued at fair value adopting Group bases and any liabilities for warranties relating to past trading are recognised. Other previously unrecognised assets and liabilities at acquisition are included and accounting policies are aligned with those of the Group where appropriate. During the period ended 30 September 2019, the Group made three acquisitions namely: - Invenio Systems Limited; - Enoveo SARL; and - Ampac Group. Below are summaries of the assets acquired and liabilities assumed and the purchase consideration of: a) the total of acquisitions; b) Invenio Systems Limited and Enoveo SARL; and c) Ampac Group, on a stand-alone basis. Due to their contractual dates, the fair value of receivables acquired (shown below) approximate 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). The combined fair value adjustments made for the acquisitions above under IFRS 3, excluding acquired intangible assets recognised and deferred taxation thereon, increased the goodwill recognised by £1.7m (30 September 2018: £Nil). The accounting for all current year and prior year acquisitions with the exception of LAN Control Systems is provisional; relating to finalisation of the valuation of acquired intangible assets, the initial consideration, which is subject to agreement of certain contractual adjustments, and certain other provisional balances. During the period ended 30 September 2019 goodwill increased by £43.1m as a result of acquisitions and £28.4m from movements in foreign exchange. a) Total of acquisitions
|
Total £m |
Non-current assets |
|
Intangible assets |
35.7 |
Property, plant and equipment |
6.3 |
Current assets |
|
Inventories |
7.4 |
Trade and other receivables |
6.6 |
Cash and cash equivalents |
6.8 |
Total assets |
62.8 |
Current liabilities |
|
Trade and other payables |
(10.0) |
Provisions |
(2.0) |
Corporation tax |
(0.1) |
Non-current liabilities |
|
Deferred tax |
(10.4) |
Total liabilities |
(22.5) |
Net assets of businesses acquired |
40.3 |
|
|
Initial cash consideration paid |
78.2 |
Additional amounts paid in respect of cash acquired |
3.1 |
Contingent purchase consideration estimated to be paid in respect of current year acquisitions |
2.1 |
Total consideration |
83.4 |
|
|
Goodwill arising on acquisitions (current year) |
43.1 |
Total goodwill |
43.1 |
Analysis of cash outflow in the Consolidated Cash Flow Statement
|
Unaudited Six months to 30 September 2019 £m |
Unaudited Six months to 30 September 2018 £m |
Audited Year to 31 March 2019 £m |
Initial cash consideration paid |
78.2 |
1.2 |
63.0 |
Cash acquired on acquisitions |
(6.8) |
- |
(5.3) |
Initial cash consideration adjustment on current year acquisitions |
3.1 |
- |
5.7 |
Initial cash consideration adjustment on prior year acquisitions |
- |
- |
(0.1) |
Contingent consideration paid and loan notes repaid in cash in relation to prior year acquisitions |
10.0 |
3.5 |
3.7 |
Net cash outflow relating to acquisitions (per Consolidated Cash Flow Statement) |
84.5 |
4.7 |
67.0 |
b) Invenio Systems Limited ('Invenio') and Enoveo SARL ('Enoveo')
|
Total £m |
Non-current assets |
|
Intangible assets |
2.1 |
Property, plant and equipment |
0.2 |
Current assets |
|
Trade and other receivables |
0.8 |
Cash and cash equivalents |
0.2 |
Total assets |
3.3 |
Current liabilities |
|
Trade and other payables |
(0.6) |
Non-current liabilities |
|
Deferred tax |
(0.4) |
Total liabilities |
(1.0) |
Net assets of business acquired |
2.3 |
|
|
Initial cash consideration paid |
3.0 |
Additional amounts paid in respect of cash acquired |
0.1 |
Contingent purchase consideration estimated to be paid |
2.1 |
Total consideration |
5.2 |
|
|
Goodwill arising on acquisition |
2.9 |
Invenio The Group acquired the entire share capital of Invenio Systems Limited ('Invenio') on 2 July 2019 for an initial cash consideration of £2.8m adjustable for cash acquired. The adjustment was determined to be £0.2m. The maximum contingent consideration payable is £3.0m. The contingent purchase consideration recognised represents the estimated amount payable, based on profit-based targets, for each of the three annual earnout periods, commencing 1 April 2019. Invenio, located in Durham, UK, is a market leader in customer-side leak detection, offering innovative, non-intrusive detection solutions for household leaks. Invenio will join the Group as part of HWM, creating a global leader in leakage reduction within the Group's Environmental & Analysis sector. The excess of the fair value of the consideration paid over the fair value of the assets acquired is represented by technology related intangibles of £1.3m and customer relationship intangibles of £0.4m; with residual goodwill arising of £2.5m. The goodwill represents: a) the technical expertise of the acquired workforce; b) the opportunity to leverage this expertise across some of Halma's businesses through future technologies; and c) the ability to exploit the Group's existing customer base. There is no material impact on the Group's income statement for the six months ended 30 September 2019 arising from the acquisition. Acquisition costs totalling £0.1m were recorded in the Consolidated Income Statement. The goodwill arising on the acquisition is not expected to be deductible for tax purposes. Enoveo The Group also acquired the entire share capital of Enoveo on 1 July 2019 for an initial cash consideration of €0.2m (£0.2m). The maximum contingent consideration payable is €1.0m (£0.9m). Enoveo, based in Lyon, France, provides services and monitoring tools for natural, urban or industrial aquatic environments. Enoveo will be a bolt-on to Hydreka within the Environmental & Analysis sector. The excess of the fair value of the consideration paid over the fair value of the assets acquired of £0.4m has provisionally been allocated to goodwill. There is no material impact on the Group's income statement for the six months ended 30 September 2019 arising from the acquisition. The goodwill arising on the acquisition is not expected to be deductible for tax purposes. c) Ampac Group, on a stand-alone basis
|
Total £m |
Non-current assets |
|
Intangible assets |
33.6 |
Property, plant and equipment |
6.1 |
Current assets |
|
Inventories |
7.4 |
Trade and other receivables |
5.8 |
Cash and cash equivalents |
6.6 |
Total assets |
59.5 |
Current liabilities |
|
Trade and other payables |
(9.4) |
Provisions |
(2.0) |
Corporation tax payable |
(0.1) |
Non-current liabilities |
|
Deferred tax |
(10.0) |
Total liabilities |
(21.5) |
Net assets of business acquired |
38.0 |
|
|
Initial cash consideration paid |
75.2 |
Additional amounts paid in respect of cash acquired |
3.0 |
Total consideration |
78.2 |
|
|
Goodwill arising on acquisition |
40.2 |
On 15 July 2019, the Group acquired the Ampac group ('Ampac') for an initial cash consideration of A$135.0m (£75.2m), adjustable for cash acquired. The adjustment was determined to be A$5.4m (£3.0m). The acquisition comprised of the trade and assets of Ampac Technologies Pty Ltd, Ampac Distributors Pty Ltd and Ampac Pacific Ltd and the entire share capital of Ampac Europe Ltd and Cranford Controls Ltd. Ampac, headquartered in Perth, Australia with offices in Australia, New Zealand and the UK is a leading fire and evacuation systems supplier in the Australian and New Zealand markets. The company will continue to run under its own management team and will become part of the Group's Infrastructure Safety sector. 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 £19.0m; trade name of £6.9m and technology related intangibles of £7.3m; with residual goodwill arising of £40.2m. The goodwill represents: a) the technical expertise of the acquired workforce; b) the opportunity to leverage this expertise across some of Halma's businesses through future technologies; and c) the ability to exploit the Group's existing customer base. Ampac contributed £8.3m of revenue and £2.1m of profit after tax for the six months ended 30 September 2019. Acquisition costs totalling £2.2m were recorded in the Consolidated Income Statement. The goodwill arising on the Ampac acquisition is not expected to be deductible for tax purposes. 11 Fair values of financial assets and liabilities As at 30 September 2019, with the exception of the Group's fixed rate loan notes, there were no significant differences between the book value and fair value (as determined by market value) of the Group's financial assets and liabilities. The fair value of floating rate borrowings approximates to the carrying value because interest rates are reset to market rates at intervals of less than one year. The fair value of the Group's fixed rate loan notes arising from the United States Private Placement completed in January 2016 is estimated to be £189.9m, against a carrying value of £183.7m. The fair value of financial instruments is estimated by discounting the future contracted cash flow using readily available market data and represents a level 2 measurement in the fair value hierarchy under IFRS 7. As at 30 September 2019, the total forward foreign currency contracts outstanding were £49m. The contracts mostly mature within one year and therefore the cash flows and resulting effect on profit and loss are expected to occur within the next 12 months. The fair values of the forward contracts are disclosed as a £0.9m (30 September 2018: £0.3m; 31 March 2019: £0.9m) asset and £0.7m (30 September 2018: £0.5m; 31 March 2019: £0.3m) liability in the Consolidated Balance Sheet. Any movements in the fair values of the forward contracts are recognised in equity until the hedge transaction occurs, when gains/losses are recycled to finance income or finance expense. 12 Subsequent events On 2 October 2019, the Group acquired the entire share capital of Infowave Solutions Inc., located in the USA, for an initial cash consideration of US$8.3m (£6.8m). Infowave will join the Group as part of CenTrak, complementing CenTrak's hardware capabilities with software and data capabilities, within the Medical sector. The maximum contingent consideration payable is US$4.0m (£3.3m) based on profit-based targets for the years ended March 2021 and March 2022. On 4 October 2019, the Group acquired certain trade and assets of NeoMedix, located in the USA, for an initial cash consideration of US$8.1m (£6.6m). The glaucoma-related assets of NeoMedix was acquired by MicroSurgical Technology within the Group's Medical sector. The maximum contingent consideration payable is US$17.0m (£14.0m) based on revenue-based targets for three years from the completion of the acquisition. 13 Contingent liability Group financing exemptions applicable to UK controlled foreign companies As previously reported, on 2 April 2019 the European Commission issued its final decision in a State Aid investigation into the Group Financing Exemption in the UK controlled foreign company rules. The European Commission found that part of the Group Financing Exemption constitutes State Aid. The Group Financing Exemption was introduced in legislation by the UK government in 2013. In common with other UK -based international companies whose arrangements are in line with current UK CFC legislation the Group may be affected by the ultimate outcome of this investigation. In June and July 2019, the UK government and other UK -based international companies, including the Group, appealed to the General Court of the European Union against the decision. In the meantime, the UK Government is required to commence collection proceedings and therefore it is expected that the Group will have to make a payment in the second half of the year ending 31 March 2020 in respect of this case. At present it is not possible to determine the amount that the UK government will seek to collect. If the decision of the European Commission is upheld, the Group calculates its maximum potential liability at 30 September 2019 to be approximately £15.4m (31 March 2019: £15.4m) in respect of tax and approximately £0.9m in respect of interest (31 March 2019: £0.6m). Based on its current assessment, the Group believes that no provision is required in respect of this issue. Other contingent liabilities The Group has widespread global operations and is consequently a defendant in many legal, tax and customs proceedings incidental to those operations. In addition, there are contingent liabilities arising in the normal course of business in respect of indemnities, warrantees and guarantees. These contingent liabilities are not considered to be unusual in the context of the normal operating activities of the Group. Provisions have been recognised in accordance with the Group accounting policies where required. None of these claims are expected to result in a material gain or loss to the Group. 14 Other matters Seasonality The Group's financial results have not historically been subject to significant seasonal trends. Equity and borrowings Issues and repurchases of Halma plc's ordinary shares and drawdowns and repayments of borrowings are shown in the Consolidated Cash Flow Statement. Related party transactions There were no significant changes in the nature and size of related party transactions for the period to those reported in the Annual Report and Accounts 2019. 15 Principal risks and uncertainties A number of potential risks and uncertainties exist that 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 on pages 54 to 59 in the Annual Report and Accounts 2019, which is available on the Group's website at www.halma.com. The Directors do not consider that the principal risks and uncertainties have changed since the publication of the Annual Report and Accounts. The principal risks and uncertainties relate to: - Cyber - Organic growth - Making and integrating acquisitions - Talent and diversity - Innovation - Competition - Economic and geopolitical uncertainty - Natural disasters - Communications - Non-compliance with laws and regulations - Financial controls - Treasury management - Product failure 16 Responsibility statement We confirm that to the best of our knowledge: a) these Condensed Financial Statements have been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting' as adopted by the European Union and the ASB's 2007 statement on half-yearly reports; b) this Half Year Report includes a fair review of the information required by Disclosure Guidance and Transparency Rule (DTR) 4.2.7R (indication of important events during the period and description of principal risks and uncertainties for the remainder of the financial year); and c) this Half Year Report includes a fair review of the information required by DTR 4.2.8R (disclosure of related party transactions and changes therein). By order of the Board Andrew Williams Marc Ronchetti Group Chief Executive Chief Financial Officer
19 November 2019 |