Report and Accounts 2010 Local knowledge international expertise rpsgroup.com We are an international consultancy providing expert advice upon: the exploration the development the management and production of land, property of the environment of energy and and infrastructure and the health other natural and safety of people resources Energy Planning & Development Environmental Management Local knowledge Successful partners international expertise delivering quality results Report and Accounts 2010 3 Business Review 8 Management & Governance 41 2010 Results 8 Key Performance Indicators 8 The Board 42 Operations 25 Committees 43 Risk Management 31 Corporate Governance 44 Corporate Responsibility 37 Accounts 61 Report of the Directors 62 Report of the Independent Auditors 67 Consolidated Income Statement 68 Consolidated Statement of Comprehensive Income 68 Consolidated Balance Sheet 69 Consolidated Cash Flow Statement 70 Consolidated Statement of Changes in Equity 71 Notes to the Consolidated Financial Statements 72 Parent Company Balance Sheet 107 Notes to the Parent Company Financial Statements 108 Five Year Summary 115 Creative people Trusted leaders making a difference of our professions rpsgroup.comrpsgroup.com 4 An effective international presence Report and Accounts 2010 RPS employs around 4,500 people in the UK, Ireland, 5 An effective the Netherlands, the United States, Canada, Brazil, Africa, Australia and Asia. Our truly international presence allows us to undertake co-ordinated and international presence integrated projects throughout the world. Our strategy has been to broaden our range of services and our geographical spread. Since the beginning of 2009 we have undertaken projects in over 120 countries across six continents. n RPS is a remarkable business. Whilst the world has been in the grips of financial and economic turbulence we have progressed calmly and effectively. Our directors, managers and staff at all levels show tremendous skill, application and judgement. Brook Land Chairman rpsgroup.com Integrated Services... 6 PL AN Energy N Infrastructure IN Geoscience and Urban Design G Y Engineering & Regeneration & Renewable G D R Seismic Energy Surveying E Reserves Planning E Operations V N Reporting E Architecture E & Landscape L Well Transport Training O Operations & Infrastructure P E CH T A M A N M Asset I G Environmental L Evaluation E E C Assessment & Management N S T U Y Engineering Equity Determination S IT TA IL INAB Energy Health & Safety Management Laboratory Services Risk Management Waste Management Utilities Network Safety Air Quality Management Engineering & Noise Waste Water Engineering E Occupational Asbestos T NV Health EN IR EM ON AG MENTAL MAN Report and Accounts 2010 ...a source of difference and strength We deliver services internationally across a broad range of 7 disciplines and sectors. As such, we are uniquely placed to provide a fully integrated response to our clients’ needs. We have the knowledge and experience to ensure projects are developed in ways which are sensitive to their environmental impacts. n RPS is working with the Waterschap Scheldestromen authority across the Dutch province of Zeeland. We will be advising on the design, procurement and construction phases of flood defence and quay improvements over the next four years, across several major estuaries and waterways. n Over the past year, RPS has been working closely with the Province of Nova Scotia on a project to help attract the interest of oil and gas companies looking to explore and develop new territories. rpsgroup.com 8 Key Performance Indicators 2010 2009 Revenue (£m) 461.8 443.9 Fee income (£m) 393.3 374.4 Profit before taxation* (£m) 48.0 52.5 Earnings per share* (basic) (p) 15.79 17.08 Operating cash flow (£m) 57.9 70.6 Total dividend per share (p) 4.83 4.20 *Adjusted to add back the amortisation of acquired intangible assets arising on business combinations of £5.5m (2009: £3.9m) and, in respect of EPS, the one-off tax credit arising on changes in Australian tax Law of £1.8m (2009: £nil). Results Highlights n strong management and diversity of activity and geography enabled the Group to produce resilient results in markets which remained challenging; n almost two thirds of operating profit earned in growth markets of Energy and Australia; n conversion of profit (ebitda) to cash once again over 100%; n balance sheet remains strong with year end net bank borrowings at £31.5m (2009: £32.8m) having spent £18.0m on acquisitions; n committed bank facilities of £125m available until 2013; n full year dividend increased by 15%; n acquisitions made during the year performing well; n since year end two further acquisitions EHI (announced 18 February) and Nautilus (announced 2 March). Report and Accounts 2010 2010 Results Results 9 Profit (before tax and amortisation of acquired intangibles) was in line with market expectations at £48.0 million (2009: £52.5 million). Our tax rate at 25.3% (2009: 30.9%) was lower than normal due to a one off benefit arising from changes in the tax law relating to acquisitions in Australia. Basic earnings per share (before amortisation and this one off tax credit) were 15.79 pence (2009: 17.08 pence). Group operating profit (before amortisation) was £51.8 million (2009: £55.3 million). Unallocated central costs were reduced to £5.1 million (2009: £6.2 million) leaving a total result for the three segments of £57.0 million (2009: £61.5 million). Our margins remain exemplary for the sectors in which we operate. The contribution of each segment was: Both Energy and Environmental (£m) 2010 2009 Management were broadly flat year on Energy 27.3 27.7 year. Without the Macondo disaster in Planning and the Gulf of Mexico, Energy would have Development made an increased contribution. Planning - UK and Ireland 10.8 15.6 and Development declined overall, even - Australia 9.4 8.3 though the Australian result improved. 20.2 23.9 The significant reduction in the UK and Ireland sub-segment of Planning and Environmental Development was the primary cause Management 9.4 10.0 of the reduction in Group profitability. Total 57.0 61.5 This was caused by exceptionally difficult trading conditions described below. Our Energy activities are very largely international in character. In combination with our Planning and Development (Australia) business we now have approaching two thirds of our profits being generated outside Europe. This exposes us to higher growth economies and better opportunities. Cash Flow, Funding and Dividend 2010 was another year of good cash flow, with over 100% of ebitda being converted into cash once again. Operating cash flow was £57.9 million (2009: £70.6 million). Our balance sheet remains strong and we have no defined benefit pension schemes. We have bank facilities of £125 million available until 2013 and the cost of these facilities remains at historically low levels. Net bank borrowings at the year end were £31.5 million (2009: £32.8 million), after investing in acquisitions to the value of £18.0 million (2009: £44.2 million). We are well positioned to continue to fund the Group’s growth strategy. The Board continues to be confident about the Group’s financial strength and is recommending a final dividend of 2.52 pence per share payable on 28 May 2011 to shareholders on the register on 15 April 2011. The total dividend for the full year will be 4.83 pence per share, an increase of 15% (2009: 4.20 pence per share). Our dividend has risen at about this rate for 17 consecutive years. rpsgroup.com 10 n RPS is one of the world’s leading suppliers of independent oil and gas consultancy encompassing all aspects of geoscience, engineering and commercial advice. Our projects include reserve valuations for IPO and pre-IPO fund raising, M & A due diligence and support and Expert Services to a wide range of clients including major financial institutions and oil companies alike. Report and Accounts 2010 Energy RPS is a global, multi-disciplinary consultancy, providing 11 integrated technical, commercial and project management support in the fields of geoscience, engineering and HS&E to the energy sector. Our aim is to help clients develop their energy resources across the complete life-cycle, combining our technical and commercial skills with an extensive knowledge of environmental and safety issues. n RPS advised KNOC in its acquisition of Dana Petroleum by providing a review of production, development and exploration assets as part of their technical due diligence, in what was the largest ever hostile acquisition by a South Korean firm. Our international reputation as an experienced independent global reserves auditor helped successfully conclude negotiations about the value of Dana’s assets. n RPS has successfully completed a deep water Regional Acquisition Programme campaign, offshore USA. RPS was commissioned to implement a full-scale visual and acoustic monitoring – the world’s largest deployment of this kind. rpsgroup.com 12 n Since 2001, RPS has been involved in more than 250 onshore and offshore wind, wave and tidal energy projects, including the world’s largest offshore wind project, the London Array, (which when completed will provide approximately 25% of London’s electricity supply) and one of the world’s largest onshore schemes in Texas. 2010 Energy 2009 Average number 2010 2009 2010 2009 of employees Age profile Number of employees 637 619 Employees aged under 25 (%) 4 4 157.6 27.3 Days absent (%) 1.5 1.1 Employees aged 25-29 (%) 14 13 17.3 Average length Employees aged 30-49 (%) 47 49 of service (years) 5.6 4.9 Employees aged 50+ (%) 35 34 Working part time (%) 8.8 10 149.1 27.7 18.6 Retention rate (%)* 92 88 Fee income Profit* Margin % (£m’s) (£m’s) *excluding redundancies *before amortisation of acquired intangible assets of £2.1m (2009: £1.8m) and after reorganisation costs of £0.3m (2009: £0.3m) Report and Accounts 2010 Energy We provide internationally recognised National Oil Companies were consistently The moratorium on deep water drilling in 13 consultancy services to the oil and gas active and have become an increasingly the Gulf has ended and the first licence to industries from bases in the UK, USA, important part of our portfolio of drill was awarded recently.