Ricardo : Interim Results Statement

27 February 2015

Ricardo plc

Interim results for the six months ended 31 December 2014

Ricardo plc is a global engineering and environmental consulting company, with a product and service portfolio extending from strategic consulting through to niche high performance product assembly. We employ over 2,100 professional consultants, engineers, scientists and support staff worldwide. Our client list includes the world's major transportation Original Equipment Manufacturers (OEMs), supply chain organisations, energy companies, financial institutions and governments.

·     Strong period end order book at £138m (June 2014: £142m)

·     Revenue up 8% to £120.5m (December 2013: £111.9m)

·     Underlying (1) profit before tax up 9% to £10.1m (December 2013: £9.3m)

·     Underlying (1) basic earnings per share up 9% to 15.9p (December 2013: 14.6p)

·     Net funds at £11.0m after £1.9m acquisition expenditure (June 2014: £12.6m)

·     Interim dividend up 8% to 4.65p per share (December 2013: 4.30p)

·     Acquisition activity with Vepro and PPA concluded in the period

·     Outlook remains positive, strong platform for further growth

(1) Excluding specific adjusting items of £1.1m (December 2013: £0.5m), which comprise amortisation of acquired intangible assets and acquisition costs (see note 6). Including specific adjusting items, reported profit before tax was £9.0m (December 2013: £8.8m) and reported basic earnings per share was 14.2p (December 2013: 13.9p).

Commenting on the results, Dave Shemmans, Chief Executive Officer said:

"As Ricardo closes out the last half year of its first century, our core expertise remains at the heart of our clients' demands - namely addressing energy efficiency, resource scarcity, emissions reduction and targeting global markets through innovation and technology. We continue to win orders from across all geographies and market sectors in which we operate and have again delivered profit growth together with good operating cash generation. Two small bolt-on acquisitions were completed in the period and the balance sheet remains strong to support our further growth. The second half has started well with strong order intake leading to a record order book of £152m at the end of January. As we look to our second century, we remain confident of further progress in the full year."

Interim management review

Group results

The Group has delivered a strong operating performance in the period. Total Group revenues have increased to £120.5m, an 8% increase on the prior period (31 December 2013: £111.9m). Underlying profit before tax, which excludes the specific adjusting items of acquired intangible asset amortisation and acquisition related costs, increased 9% to £10.1m (31 December 2013: £9.3m).

The Group results include the two small acquisitions which were completed in the period. On 8 October 2014, the Group acquired 100% of the issued share capital of Vepro Limited ('Vepro'), a UK consultancy with motorcycle, powersport and niche vehicle expertise. On 13 November 2014, the Group acquired 100% of the issued share capital of Power Planning Associates Limited ('PPA'), a UK consultancy specialising in techno-economic and management consultancy services for the energy sector. Both Vepro and PPA have been reported within the Technical Consulting segment (see note 14).

Organic underlying profit before tax, which excludes £0.1m of trading profit from Vepro and PPA, increased by 8% to £10.0m. Reported profit before tax was £9.0m compared to £8.8m in the prior period.

The closing order book at 31 December 2014 stood at £138m. The closing order book, together with the pipeline, represents a good spread of orders across markets sectors, customers and geographies.

Technical Consulting results

Technical Consulting had a strong first half, with revenues increasing to £90.1m, a 6% increase on the prior period (31 December 2013: £84.7m). Underlying operating profit increased by 23% to £6.9m (31 December 2013: £5.6m).

The UK and German Technical Consulting businesses have been reorganised to form a European Technical Consulting division, along with a separate global Motorcycles division including the recently acquired Vepro. The European reorganisation will improve coordination and delivery to our clients, as well as achieving cost efficiencies, whilst the new Ricardo Motorcycles division creates a critical mass of capability, expertise and global reach in motorcycle and scooter engineering.

European Technical Consulting is the main business in terms of profit generation. The US business, which serves mainly its own geographic market and is smaller in scale, performed at a similar level to the prior year with an encouraging pipeline as we enter the second half. Our environmental consulting and strategic consulting activities continue to make good progress.

Our sales offices in Asia continue to win significant orders for delivery elsewhere within the Group, including an order for circa £10m early in January 2015. Accordingly, this order is not included in the closing order book as at 31 December 2014.

Performance Products results

Performance Products revenues increased to £30.4m, a 12% increase on the prior period (31 December 2013: £27.2m). As previously signalled, due to programme mix the underlying operating profit reduced to £3.7m (31 December 2013: £4.2m). Revenue growth in the period was underpinned by increased activity on the McLaren engine programmes, which have more than offset a reduction in the delivery of monorail transmissions and defence vehicles.

Net finance costs

Net finance costs primarily represent the net interest charge in respect of the Group's defined benefit pension scheme. The total net charge of £0.5m was the same as the prior period (31 December 2013: £0.5m).

Tax

The total tax charge for the period was £1.6m (31 December 2013: £1.6m), with the total effective rate of tax being 18% (30 June 2014 and 31 December 2013: 18%). The Group continues to benefit from Research and Development tax credits within the tax charge.

EPS

Underlying basic earnings per share for the first half increased by 9% to 15.9p (31 December 2013: 14.6p). Note 9 presents the underlying basic earnings per share, with a reconciliation to basic earnings per share.

Net funds

The Group continues to manage working capital tightly. Closing net funds were £11.0m, having reduced from the £12.6m reported at 30 June 2014. The closing cash includes a net cash outflow of £1.9m in respect of the two acquisitions in the period. Capital expenditure increased to £8.1m in the period (31 December 2013: £3.4m) largely as a result of planned expenditure at our Shoreham Technical Centre on both the Vehicle Emissions Research Centre and the expansion of the engine build facility as part of the supply agreement with McLaren Automotive.

As at 31 December 2014 the Group had committed bank facilities of £35m, all of which expire after more than one year. At 31 December 2014 £9m of these were drawn down. The Group also had unutilised uncommitted short-term facilities totalling £15m.

Pensions

The defined benefit pension scheme deficit of £19.4m compares to £21.5m at 31 December 2013 and £19.5m at 30 June 2014. The contributions paid since 30 June 2014, the return on plan assets and the reduction in inflation assumptions have been offset by a large reduction in the discount rate.

Dividend

The Board has declared an increased interim dividend of 4.65p per share (31 December 2013: 4.30p) reflecting the continuing progress over the last six months and the confident outlook. The dividend will be paid on 7 April 2015 to shareholders on the register at the close of business on 20 March 2015.

MARKET AND STRATEGY UPDATE

We have continued to see strong interest across the majority of our sectors with good levels of demand in the UK, North America and Europe as well as strong demand for technology transfer and new product development in Asia-Pacific markets.

Ricardo's strategic focus on diversification and the ongoing development of innovative products and technologies, together with the management of complex large-scale turnkey programmes, continues to underpin the growth of the business. Ricardo-AEA has enabled us to drive growth into our environmental consulting service offering with a focus on overseas expansion, private sector growth and sustainable cities. Our Performance Products business also continues to perform well.

In addition to our ongoing organic growth activities we also completed the acquisitions of Vepro and PPA during the last six months. These acquisitions have enabled us to further expand our product offering in motorcycles, including urban mobility, and in the energy sector.

Our business growth continues to be underpinned by the following global drivers:

§ Reducing carbon dioxide emissions;

§ Improvements in the efficient use of energy;

§ Eliminating the release of noxious pollutants and particulates;

§ Addressing a changing and diverse global energy mix; and

§ Increasing levels of urbanisation and resource scarcity.

Our expertise in all of these areas enables us to be well placed to assist major international private and public sector customers across sectors including passenger car, commercial vehicle, motorsport, motorcycle, rail, clean energy and power generation, defence, marine, off-highway, and government and environmental.

Moving forward our strategy will continue to focus on the core areas of growth of Transport, Security and Energy together with new opportunities in the area of Scarce Resources and Waste. In each of these areas we are looking to exploit our Technical Consulting and Performance Product areas of core competence to further grow and expand the business. We are also looking to further strengthen and expand the strategic partnerships that we have established, for example with McLaren, to provide longer-term visibility and a platform for sustained growth. We continue to seek opportunities to grow both organically and through partnerships or acquisitions.

Ricardo continues to invest in its people, technology and facilities to capitalise on the market drivers and conditions that it faces. We believe that the current overall strategy offers a good balance of risk management, avoidance of cyclicality and the promotion of growth.

TECHNICAL CONSULTING

At the centre of Ricardo's business model lies its engineering, environmental and management consultancy activities. We deliver projects focused on class-leading innovation in our core product areas of engine, transmission, vehicle, hybrids, environmental forecasting and impact analysis, and strategic consulting. This ranges from detailed collaborations with customers on strategy, advanced engineering work, technology evaluations and market studies to large-scale turnkey commercial programmes, encompassing multiple products and international markets.

Motorcycles, Motorsport and High Performance Vehicles

During the period we launched Ricardo Motorcycles as a global business unit and acquired and integrated UK-based consultancy Vepro Ltd in October 2014. We are now able to offer a complete turnkey motorcycle solution covering powertrain and vehicle systems. We continue to develop long-term multi-product relationships with major customers across Asia, Europe and North America. The Ricardo motorsport and high performance team has also enjoyed a good start to the year and are pursuing a range of new opportunities.

Passenger Car

We have experienced increasing levels of activity in the major automotive markets of China and Japan as well as in the UK and US. Fuel economy and CO2 reduction remains a top global industry priority and is being driven strongly by consumers. We have secured a range of large multi-year programmes, in both vehicle systems and the core powertrain areas of our business, focused on both new and existing product upgrades. Vehicle lightweighting remains an area of growth and we continue to invest in advanced combustion and other key technologies in areas related to improvements in overall vehicle efficiency such as intelligent driveline and electrification. Autonomous vehicle technology in particular attracts significant interest in North America.

Commercial Vehicles & Agricultural and Industrial Vehicles

We have seen strong growth in the commercial vehicle sector especially from the Asian markets. We have secured a number of large engine and transmission projects across the medium duty and heavy duty sectors and continue to see interest in Japan, China and Korea for Ricardo's capabilities in the commercial vehicles sector. Our activities in the off-highway sector are largely driven by European-based OEMs, and our product offering is focused on new powertrain and engine development, complete machine optimisation, cost-effective aftertreatment solutions and hybridisation options, all of which are attracting a wide level of interest. We are continuing to invest in energy recovery technology as part of our expansion into the wider off-highway sector.

Clean Energy and Power Generation

Our capability and expertise across the energy sector has further expanded in recent months with the acquisition of PPA, a consultancy business with a long track record in market regulation, innovation and technology for electricity networks. This is highly complementary to our existing capabilities in both conventional and renewable energy. In power generation, our focus remains on growing the large-scale generator sets business and we have won a number of large orders in Europe and Asia. Across the renewables sector, we continue to support a range of clients with our focus on offshore wind, energy storage and future cities programmes, and have won a range of new contracts in these areas. With respect to enabling technologies, the market continues to move towards "Smart Energy Systems" where all major forms of energy use combine: electricity, heat and transportation. In the US in particular, electrical energy storage is a key growth area.

Defence

Our defence activities have been focused on the UK, US and other designated export markets, especially in the Middle East and Asia, who are looking to develop indigenous products. In the UK we have broadened our network within the Ministry of Defence (MoD) and have continued to grow key relationships with defence contractors. We have focused on developing product solutions that can offer significant operational cost savings to the MoD and which can be integrated into existing core vehicle platforms. In the US we provide technical services across the defence sector and continue to make good progress in this effort. We are also engaged in a range of opportunities across future land platforms.

Rail

Ricardo's rail business continues to develop in a variety of territories, including North America, Europe and Asia. Recently secured rail projects have drawn on a wide range of Ricardo's capabilities, including engines, driveline, alternative fuels and strategic consultancy. Natural gas as a locomotive fuel and improving energy efficiency of current powertrains are seen as areas of growth. Ricardo's world-leading capability in large diesel engines has attracted projects from a number of locomotive engine manufacturers, for which it is vital to comply with ever-tightening emissions regulations and also to satisfy their customers' demands for lower operating costs and increased power density. We also expect to see further growth of mass transit systems for large cities and high-speed rail links.

Marine

The key areas of growth within the marine sector are focused on efficiency of propulsion systems to improve fuel consumption and the implementation of new ship energy management architectures, especially for hybrid technology. We are also seeing growth in the area of emissions control as increasingly tough emissions legislation is implemented, alongside the desire of operators to use remote monitoring systems to identify potential failure modes.

Government and Environmental

Ricardo provides consultancy services to governments and their agencies based on our in-depth knowledge of future technologies in all our market sectors. Growth in our environmental consulting offering is focused on the private sector and also expansion outside of the UK around our key practice areas of energy and climate change, air quality, waste and resources, sustainable transport and chemical risk. We continue to build strong relationships with EPA, NHTSA and CARB in the US, with central government and agencies in the UK as well as the EU Commission and international donor organisations. We have also recently announced a Memorandum of Understanding (MoU) with the leading Saudi environmental services provider, Arensco, which will see us collaborate to provide an unsurpassed environmental services capability to the Kingdom of Saudi Arabia.

PERFORMANCE PRODUCTS

High Performance Vehicles

Production of the Porsche Cup and Bugatti transmissions has continued in line with the long-term supply agreements.

Demand for engines from McLaren Automotive for both the 650S and McLaren P1™ supercars has continued as expected. We have also started investing in the expansion of the engine build facility as part of the long-term multi-year engine supply agreement that was signed with McLaren Automotive in December 2013.

In the area of motorsport, Ricardo has remained busy during the year with manufacturing orders from Formula 1 customers, and products such as the Ricardo-designed transmissions for the Japanese Super Formula 14, Indy Lights and the Renault World Series. Work has commenced on a new contract to design and manufacture a GT3 racing transmission for 2 new premium clients.

Rail

Manufacture of monorail transmissions continues for contracts in Malaysia and Brazil.

RESEARCH AND DEVELOPMENT

Investment in new technologies and services is a key enabler to meet our business objectives. Our R&D activity not only creates new products but also provides our staff with new skills and capabilities. We track the impact of our research investments in winning added value work from our customers and this data shows that R&D continues to be directly responsible for around 20% of our annual revenue excluding billed material costs. Ricardo maximises the R&D activity through many collaboratively funded programmes with bodies such as EU "Horizon 2020", Innovate UK (formerly the Technology Strategy Board), German BMWi and US government agencies.

In the last six months we have continued to develop innovative technologies and processes in line with strategy and business funding levels. Highlights from this period include:

ADEPT 48v Mild Hybrid Electric Vehicle (MHEV) - A prototype vehicle has been presented at a number of roadshows and conferences such as the Low Carbon Vehicle Show at Millbrook in the UK and the International Conference on Advanced Automotive 48V Power Supply Systems in Germany. Initial feedback has been very positive for the driveability of this vehicle which incorporates a 48 volt Belt Starter Generator (BSG) to reduce diesel engine turbo lag for extreme downsized engines and a 48 volt turbo-generator to recover energy under high speed cruise conditions. This vehicle represents Ricardo's ongoing investment into low cost MHEVs to achieve 70-75 g/km CO2 emissions and future EU emissions compliance.

TorqStor™ - The development for application of the patented TorqStor flywheel energy storage technology into a wider range of sectors continues. In addition to a well-defined application for diggers in the construction industry, Ricardo has shipped the first production intent prototype flywheel to Artemis Intelligent Power Limited to be mated to its hydraulic transmission for use in rail Diesel Multiple Units. Further tests in 2015 will confirm the expected fuel economy savings of more than 10%. Progress is also being made into applications using an electric motor/generator to provide power for electric traction motors in on-highway applications. In November this technology received the award for the 'Most interesting initiative in safety and sustainability' at the Rail Exec Club awards.

MultiLife™ - Further to previous reports, Ricardo's patented wind turbine active bearing technology, which improves the gearbox planet bearing life by up to 500%, has been fully rig-tested and is now ready for demonstration deployment in Ireland. The unit will be fitted to an on-shore turbine and commences field trials in March 2015.  Innovations related to a torque-only coupling with torque truncation (TorqLife™) and advanced sensor techniques for condition monitoring systems (SensorLife™) are also under investigation.

ADVANCED COMBUSTION RESEARCH - Clean, fuel efficient combustion is a core focus area for Ricardo research activities. A joint proposition by Ricardo and the University of Brighton has resulted in UK Government support for a multi-million pound investment in a new state-of-the-art research facility at the University.

PEOPLE

As previously announced, Terry Morgan CBE has taken over from Michael Harper as Non-Executive Chairman with effect from October 2014. Further to his role at Ricardo, Terry is currently the Non-Executive Chairman of Crossrail Limited, the Manufacturing Technology Centre and the National Skills Academy for Railway Engineering.

In addition, with the departure of Thomas Apostolos, the role of President of Ricardo US has been filled by the internal appointment of Clive Wotton. Clive has 29 years' service with the Company and has served in a number of senior roles both in the UK and the US.

In other areas, graduate recruitment and development continued in the period. We anticipate a significant increase in numbers for the 2015/16 intake. Ricardo provides a great career opportunity for engineering and non-engineering graduates. In 2014 Ricardo was invited to present a best practice paper on its graduate programme to the Institution of Engineering and Technology (IET) Employers Conference.

Commitment to UK apprentice development remains strong with most apprentices achieving further educational qualifications, such as HNDs, over and above their NVQs. Our apprentice programme now encompasses a broader range of functions across our business, including HR and Finance, over and above traditional engineering apprentice roles within Ricardo.

The attraction and retention of talent remains a priority and we continue to promote our brand globally as we enter our centenary year. Our commitment to developing skills extends not only to existing employees but also to those of the future through our Corporate Social Responsibility (CSR) activities that promote the Science, Technology, Engineering and Mathematics (STEM) agenda to local schools.

OUTLOOK

As Ricardo closes out the last half year of its first century, our core expertise remains at the heart of our clients' demands - namely addressing energy efficiency, resource scarcity, emissions reduction and targeting global markets through innovation and technology. We continue to win orders from across all geographies and market sectors in which we operate and have again delivered profit growth together with good operating cash generation. Two small bolt-on acquisitions were completed in the period and the balance sheet remains strong to support our further growth. The second half has started well with strong order intake leading to a record order book of £152m at the end of January. As we look to our second century, we remain confident of further progress in the full year.

Dave Shemmans

Chief Executive Officer

26 February 2015

Note:

Certain statements in this interim management review are forward-looking. Although these forward-looking statements are made in good faith based on the information available to the Directors at the time of their approval of the report, we can give no assurance that these expectations will prove to have been correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements. We undertake no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.

Condensed consolidated income statement

for the six months ended 31 December 2014

(1) Specific adjusting items comprise amortisation of acquired intangible assets and acquisition costs, which are classified as administration expenses (see note 6)

Condensed consolidated statement of comprehensive income

for the six months ended 31 December 2014

Condensed consolidated statement of changes in equity

for the six months ended 31 December 2014

Condensed consolidated statement of financial position

as at 31 December 2014

for the six months ended 31 December 2014

Notes to the condensed interim financial statements

for the six months ended 31 December 2014 (unaudited)

1.       General information

Ricardo plc is a public limited company incorporated in the UK with a premium listing on the London Stock Exchange. The company's registered office is at the Ricardo Shoreham Technical Centre, Shoreham-by-Sea, West Sussex, BN43 5FG, and its registered number is 222915.

This interim report was approved for issue by the Board of Directors on 26 February 2015. It has not been audited but it has been subject to an independent review by PricewaterhouseCoopers LLP.

This interim report does not comprise statutory accounts within the meaning of Section 434 of the Companies Act 2006. The figures for the year to 30 June 2014 have been extracted from the 2014 Annual Report and Accounts, which was approved by the Board of Directors on 10 September 2014 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under Section 498 of the Companies Act 2006.

2.       Basis of preparation

This interim report for the six months ended 31 December 2014 has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and IAS 34 Interim Financial Reporting as adopted by the European Union. This interim report should be read in conjunction with the Annual Report and Accounts for the year ended 30 June 2014, which has been prepared in accordance with IFRSs as adopted by the European Union.

The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, and for this reason they continue to adopt the going concern basis in preparing this interim report.

3.       Estimates

The preparation of the interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

In preparing these condensed interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended 30 June 2014, with the exception of changes in estimates that are required in determining the provision for income taxes in interim periods under IAS 34 Interim Financial Reporting requirements.

4.       Accounting policies

The accounting policies adopted are consistent with those of the financial statements for the year ended 30 June 2014, except for certain IAS 34 Interim Financial Reporting requirements in respect of income tax.

The new, revised or amended standards and interpretations shown below are mandatory for the first time for the financial year ending 30 June 2015. New, revised or amended standards and interpretations that are not yet effective have not been early adopted.

None of these standards or interpretations have had, or are expected to have, any significant impact on these financial statements.

5.       Seasonality

The second half of the Ricardo financial year is normally subject to less annual leave, both at our clients and amongst the Ricardo team, and has historically seen a higher level of profit.

6.       Segmental reporting

The Group's operating segments are being reported based on the financial information provided to the Chief Operating Decision Maker who is the Chief Executive Officer. The reportable segments are Technical Consulting and Performance Products. These were identified by evaluating the following factors; products and services, processes, types of customers and delivery methods.

• Technical Consulting provides services in relation to the development and implementation of engineering and environmental projects and in relation to management and operational consultancy.

• Performance Products generates income from manufacturing, assembly, software sales and related services.

Management monitors the operating results of its strategic business units separately for the purpose of making decisions about allocating resources and assessing performance. Segment performance is measured based on operating profit. Included within the Head Office and consolidation adjustments in the tables below are functions managed by a central division (including the costs of running the public company).

Inter-segment revenue is eliminated on consolidation. Transactions were entered into on an arm's length basis in a manner similar to transactions with third parties.

Revenue

Operating profit

Assets

7.       Revenue by customer location

8.       Taxation

9.       Earnings per share

Underlying earnings per share is shown because the Directors consider that this provides a more useful indication of underlying performance and trends over time.

10.     Dividends

The Directors have declared an interim dividend of 4.65p per share (31 December 2013: 4.30p), which will be paid on 7 April 2015 to shareholders on the register at the close of business on 20 March 2015.

11.     Related party transactions

The key management personnel are the Board of Directors and the Managing Directors within the UK, US, Germany and Asia.

12.     Cash generated by operations

13.     Net funds (non-GAAP measure)

Net funds is defined by the Group as net cash and cash equivalents less bank loans.

At 31 December 2014 £9.0m was drawn down on a committed bank facility that expires in December 2016. Interest is payable at a rate of 1.65% above LIBOR.

14.     Acquisitions

On 8 October 2014 the Group acquired 100% of the issued share capital of Vepro Limited, and on 13 November 2014 the Group also acquired 100% of the issued share capital of Power Planning Associates Limited (PPA).

The following table sets out the total consideration for both Vepro and PPA, together with the fair value of assets acquired and liabilities assumed:

£0.5m of the initial cash consideration of £3.0m was paid after the period end in January 2015.

The contingent consideration arrangements require the Group to pay, in cash, to the former owners of Vepro and PPA, up to a maximum undiscounted total amount of £0.9m based on profit and revenue targets respectively being met. The fair value of the contingent consideration of £0.6m was estimated by applying the income approach. The fair value estimates are based on a discount rate of 10% and assumed probability-adjusted results in Vepro and PPA. This is a level 3 fair value measurement under the IFRS 7 fair value hierarchy.

Adjustments were made to identifiable assets and liabilities on acquisition to reflect their fair value. These included the recognition of customer related intangible assets amounting to £0.7m. The fair values of net assets acquired are provisional and represent estimates following a preliminary valuation exercise. These estimates of fair value may be adjusted in future in accordance with the requirements of IFRS 3 'Business Combinations'.

The goodwill arising on acquisition can be ascribed to the existence of a skilled, active workforce, developed expertise and processes and the opportunities to obtain new contracts and develop the business. None of these meet the criteria for recognition as intangible assets separable from goodwill. None of the goodwill recognised is expected to be deductible for tax purposes.

The fair value of trade and other receivables of £0.7m includes trade receivables of £0.3m and amounts recoverable on contracts of £0.3m, all of which is expected to be collectible.

Acquisition related costs of £0.5m have been charged to the condensed consolidated income statement for the six months ended 31 December 2014 and are disclosed as a specific adjusting item. Acquisition related costs comprise costs incurred in relation to completed and proposed transactions.

The revenue included in the condensed consolidated income statement in relation to the acquired businesses was £0.4m. The underlying operating profit over the same period was £0.1m. This is reported in the Technical Consulting segment.

Had the acquired businesses been consolidated from 1 July 2014, the condensed consolidated income statement would show revenue of £121.5m and underlying operating profit of £10.7m based on the management accounts plus the reported results for the period post acquisition.

15.     Goodwill

At 31 December 2014, the goodwill balance of £26.9m was made up of £9.9m in respect of Ricardo-AEA, £14.8m in respect of three businesses which have been fully integrated in Ricardo Europe Technical Consulting (Ricardo Deutschland GmbH (excluding the separate global motorcycle business), and the historic Gemini and Tarragon businesses), £1.4m in respect of Vepro and £0.8m in respect of PPA.

16.     Financial instruments

There are no differences between the fair value of the financial assets and liabilities included within the following categories in the condensed consolidated statement of financial position and their carrying value:

·      Trade and other receivables

·      Derivative financial assets

·      Cash and cash equivalents

·      Trade and other payables

Derivative financial assets of £0.5m at 31 December 2014 (£0.2m at 31 December 2013) relate to forward foreign exchange contracts, which are level 2 derivative financial instruments under the IFRS 7 fair value hierarchy. The forward contracts held at 31 December 2014 to manage foreign exchange exposures are denominated in Euros, US Dollars, Chinese Renminbi and Japanese Yen. These contracts have not been designated as cash flow hedges and the change in fair value during the period has been taken to the income statement.

17.     Share capital and share premium

The consideration received for shares allotted under the LTIP and share option schemes during the six months ended 31 December 2014 was £0.1m (31 December 2013: £0.3m).

18.     Capital commitments

At 31 December 2014, contracts had been placed for future capital expenditure on property, plant and equipment, which have not been provided for in the financial statements, amounting to £2.5m (31 December 2013: £4.9m).

19.     Contingent liabilities

In 2013 a guarantee was provided to the Ricardo Group Pension Fund in respect of certain contingent liabilities that may arise. The contingent liabilities associated with this guarantee of £2.8m have been secured on specific land and buildings. In the Directors' opinion, after taking appropriate legal advice, the outcome of this legal matter is not expected to give rise to any material cost to the Group.

20.     Risks and uncertainties

The Board regularly reviews key risks and uncertainties and have concluded that the disclosure on pages 52 to 53 of the Group's Annual Report for the year ended 30 June 2014 remains appropriate. These risks and uncertainties, which relate to customers and markets, contract performance, people, technology, compliance with laws and regulations, defined benefit pension scheme and financing, should be read in conjunction with the interim management report for the half year ended 31 December 2014.