14th May 2014 07:00
UDG Healthcare plc
Interim Report 2014
UDG Healthcare plc ("UDG Healthcare" or "Group"), a leading international healthcare services provider, announces its results for the six months to 31 March 2014 after another period of substantial progress for the Group.
Financial & Operating Overview
Financial Highlights
IFRS €'m |
Adjustments* €'m |
Adjusted €'m |
Constant currency increase on 2013** % | |||||
Revenue | 1,041.4 | - | 1,041.4 | 3 | ||||
Operating profit | 25.2 | 19.8 | 45.0 | 4 | ||||
Profit after tax | 11.9 | 18.1 | 30.0 | 3 | ||||
Diluted earnings per share (cent) | 4.91 | 7.47 | 12.38 | 2 | ||||
Dividend per share (cent) | 2.69 | - | 2.69 | 3 | ||||
*Amortisation of acquired intangible assets, acquisition costs and exceptional loss on disposal of non-core subsidiaries.
** 2013 comparatives have been re-stated in accordance with IAS19: Employee Benefits (Revised). See notes 2 and 13 of the condensed interim financial statements for further details.
UDG Healthcare believes that the adjusted operating profit, adjusted profit after tax and adjusted diluted earnings per share are more appropriate measures of the underlying Group performance than those measurements set out in the primary financial statements, as this information is in a format communicated to and reviewed by the investment community.
Strategic & operating highlights
· Continued very strong growth in the Ashfield Commercial & Medical Services division, with operating profits up 36% in the period including acquisitions.
· Acquisition of KnowledgePoint360, the Group's largest ever acquisition for €108 million, completed in March 2014. The Group is now a leading global provider of healthcare communications services to the healthcare industry.
· Disposal of the Specials business for €27 million to enable greater focus on developing the Group's core business.
· European packaging business achieved breakeven in the period, ahead of schedule. US Packaging behind the prior period, with costs increasing in anticipation of future revenue from serialisation.
· Organic growth and recent acquisitions are expected to result in Ashfield Commercial & Medical Services becoming the Group's largest division in FY15.
Financial highlights
· Operating profit increased by 4% on a constant currency basis during the period (7% excluding the one-off impact of re-branding).
· Adjusted earnings per share (EPS) in line with the same period in 2013 and up 2% on a constant currency basis.
· Underlying EPS up 10% on the same period in 2013 when one-off impacts of re-branding and the carrying costs of increased financing are excluded.
· 3% increase in interim dividend to 2.69 cent per share.
· Net debt at 31 March 2014 increased to €338 million and the net debt to annualised EBITDA ratio was 2.62 times (30 Sept 2013 restated: 2.13 times), largely as a result of the KnowledgePoint360 acquisition.
· Full year constant currency EPS guidance increased from a growth range of 2% - 5% to 5% - 9%, following the KnowledgePoint360 acquisition.
Chief Executive Officer's comment:
Commenting on the 2014 interim performance, UDG Healthcare Chief Executive Officer, Liam FitzGerald said:
"The first half of 2014 has been another period of substantial progress in the Group's evolution as a leading international healthcare services provider. The Ashfield Commercial & Medical Services division increased profits by 36% in the period. The combination of strong organic growth with the recent acquisition of the KnowledgePoint360 business is likely to result in this division becoming the Group's largest operating profit contributor in FY15. The Group is now a global market leader in contract sales outsourcing, healthcare communications and outsourced packaging services to international healthcare companies. Strong global market positioning continues to be important as our clients seek to outsource more business to fewer, larger, high quality service providers. The re-branding of our divisions in the period will enable us to more effectively market our quality outsourcing services to these international healthcare clients in the future. On the back of the strong underlying trading performance we remain positive about our future growth prospects."
Dividend
The Board of Directors has declared an interim dividend of 2.69 cent per share, a 3% increase on the 2013 interim dividend.
The interim dividend is payable to shareholders on the Company's register at 5.00 p.m. on 23 May 2014 and will be paid on 17 July 2014. A Dividend Reinvestment Plan which enables shareholders who elect to participate to use their cash dividend to acquire additional shares in the Company, is available in respect of the interim dividend.
Outlook
Based on the underlying trading performance for the year to date, the acquisition of KnowledgePoint360 (KP360) and the outlook for the remainder of the year, the Group is increasing guidance and now expects constant currency adjusted diluted earnings per share (EPS) for the year to 30 September 2014 to be between 5% and 9% ahead of last year.
Excluding the one-off re-branding costs and the carrying cost of the additional financing raised in late 2013, which has since been used for the KP360 acquisition, the underlying constant currency EPS growth for the year is expected to be between 9% and 13%.
The Group also expects to deliver a good underlying cash flow performance for the year. The acquisition of KP360 in March has resulted in the net debt to annualised EBITDA leverage ratio increasing to 2.62 times at 31 March 2014.
Analyst presentation:
A presentation for investors and analysts will be held at the London Stock Exchange at 9.00 BST today, Wednesday 14 May. If you wish to attend please contact Powerscourt below. Alternatively, to dial into the presentation, the details are as follows: - Standard International Access +44 (0) 20 3003 2666 - UK Toll Free 0808 109 0700 - Password: UDG Healthcare.
For reference:
Investors and Analysts:
Liam FitzGerald, CEO
Alan Ralph, CFO
David Marshall, Head of Investor Relations
UDG Healthcare plc
Tel: +353-1-463-2300
Media:
Greg Lawless / Lisa Kavanagh / Claire Turvey
Powerscourt
Tel: +44-207-250-1446
About UDG Healthcare plc:
Listed on the London Stock Exchange, UDG Healthcare plc is a leading international provider of services to healthcare manufacturers and pharmacies, with operations in 22 countries including the US, UK, Ireland and Germany. The Group operates across three divisions: Ashfield Commercial & Medical Services, Supply Chain Services and Sharp Packaging Services.
Ashfield Commercial & Medical Services is a global leader in the provision of contract sales outsourcing and healthcare communications services to pharmaceutical manufacturers. The division provides sales teams, telesales, nurse educators, medical information, healthcare communications and event management services to healthcare companies in 22 countries. It focuses on supporting healthcare professionals and patients at all stages of the product life cycle.
Supply Chain Services includes the United Drug Supply Chain Services and the Aquilant Specialist Healthcare Services businesses. United Drug Supply Chain Services is the largest pharmaceutical wholesaler in the island of Ireland. It is also the leading pre-wholesaler in Ireland and has achieved the No.1 position in the UK through its joint venture business UniDrug Distribution Group. The division provides logistics services to healthcare companies, pharmacies and hospitals in the UK and Ireland. Aquilant Specialist Healthcare Services is a leading provider of outsourced sales, marketing, distribution and engineering services to the medical and scientific sectors in Ireland and the UK.
Sharp Packaging Services is a leading international provider of pharmaceutical contract packaging and clinical trials materials services with facilities in the US, UK, Dutch and Belgian markets.
For more information please go to: www.udghealthcare.com
Review of Operations
for the six months to 31 March 2014
Ashfield Commercial & Medical Services
Ashfield is a global leader in the provision of contract sales outsourcing, healthcare communications and related services to the healthcare industry. Revenue for the division of €218 million is 14% higher than in the same period in 2013, with particularly strong growth being achieved in North America. Including acquisitions, operating profits have grown by 36% during the period to €16.7 million.
There is a continuing trend for our clients to outsource more of the services they require to support the commercialisation and regulatory requirements of both their new and established brands, as they seek to deal with fewer, larger, high quality service providers. This increased propensity to outsource has enabled Ashfield to continually grow its market leading contract sales outsourcing (CSO) business and to develop a range of other services such as healthcare communications. The re-branding of all the businesses within the division under the Ashfield name has reduced the number of brand names from twelve to one, and will enable the division to more effectively cross-sell its services. There have been a number of new client business wins during the period and the broad range of services we now offer across the division is enabling us to further expand our business with existing clients internationally.
The former Pharmexx business has undergone an extensive restructuring programme and subsequent acquisitions in Spain and Canada have now been fully integrated. We continue to make good progress on margin expansion and business development initiatives.
Our US business continues to experience very strong growth as the market responds to our innovative, high quality service proposition. We have been particularly successful with a combined field and phone nurse-led patient support offering and we are seeing increased opportunities from clients seeking to combine both medical information and pharmacovigilance support for their products.
Our business in Japan has progressed ahead of our expectations. The strategy of building the business through a partnership with a local Japanese CSO company has delivered good growth in the first half of FY14. The business continues to win new clients and has moved into profit in recent months. We expect that Japan will be an important contributor to the Ashfield division in the coming years.
In healthcare communications we have had another strong performance in the first half of the year, through a combination of new client wins and growth from existing clients. Clients are increasingly working with outsourced partners such as Ashfield to market their new and existing brands to healthcare professionals and patients in new and innovative ways.
Following its acquisition in March, KP360 is in the process of being integrated with our existing business and will be re-branded as Ashfield Healthcare Communications. We are now a market leader in this growing global market. The integration process has already generated a number of cross-selling opportunities with our existing Ashfield businesses.
The combination of strong organic growth and recent acquisitions is likely to result in the Ashfield Commercial & Medical Services division becoming the Group's largest operating profit contributor in FY15. When combined with future acquisition opportunities this growth momentum will result in this division being a major driver of the Group's future development.
Supply Chain Services
The Supply Chain Services division combines all the Group's healthcare logistics based businesses and operates in the UK, Ireland and the Netherlands. Divisional revenue for the period of €742 million is marginally ahead of the same period in 2013. Operating profits have decreased by 8% on the same period in 2013 to €20.8 million. This reduction was 2% excluding the Specials businesses, which were disposed of in February.
Our United Drug Wholesale business has seen a small increase in revenue, with a modest reduction in profits over the same period last year. Underlying volume growth and continued market share gains have offset on-going regulatory changes and as a result both revenue and gross margins increased in the period. These regulatory changes are mainly as a result of lower generic medicine pricing which is being introduced by the Irish Government on a phased basis. This will have an increasing impact on revenue although the impact on profit will be significantly less due to the margin model for generic medicines. Although revenue and gross margins were slightly ahead of the prior period, increased costs associated with the roll-out of our investment in automation, quality and re-branding led to a small decline in profit for the period. The investment in automation will see cost savings and efficiencies delivered in future years.
In United Drug pre-wholesale we have also strengthened our market leading positions in the provision of third party logistics services for healthcare clients in the Republic of Ireland and the UK. New business wins, in both Ireland and the UK joint venture, contributed to another period of profit growth.
We disposed of our pharmaceutical specials business in February and performance up to that point was below the prior period in terms of both revenue and profitability, although the monthly run rate had stabilised in the months leading up to disposal. The Group exited this business to enable it to focus on developing its core business offerings.
Our Aquilant Medical & Scientific business has continued to show strong sales growth in the first half of the year. Whilst our full service offering combining sales, distribution, engineering and other services has always been attractive to niche medical device clients, we have recently started targeting larger medical device companies. We are having considerable success with this as clients are attracted by the focus and flexibility that we can bring to commercialising specific product ranges within their portfolios. Revenue from higher margin capital item sales has, however, been lower than in the same period in 2013, which has resulted in a modest reduction in profits in the period.
Sharp Packaging Services
The Sharp Packaging Services division provides outsourced commercial and clinical trial packaging services to healthcare companies in both the US and Europe. Divisional revenue for the period of €82 million is 4% lower than the same period in 2013, with operating profit reducing by 19% to €7.5 million.
Following record revenue levels in the first six months of 2013, Sharp Packaging Solutions US has had a slower start to 2014. We also increased costs to manage anticipated future volume growth. While revenue and profit are behind the same period last year, the pipeline has increased, and the US business had a record month in March 2014.
Serialisation is the main driver of this increased pipeline. The "Drug Quality and Security Act" was signed into US law by President Obama in November 2013. This will place a new requirement for each package of medicine to have a unique serialisation number by November 2017, which can then be tracked throughout the supply chain. We believe that serialisation will drive increased outsourcing of commercial packaging to both our US and European businesses. In preparation for serialisation we have invested in both capacity and staff to enable us to capitalise on this important structural change in the market place. In the short term, this increased investment will reduce 2014 profits in the US below those recorded in 2013. We expect to capture the revenue and profit upside from serialisation from 2015 onwards, as clients prepare for the implementation of these requirements in late 2017.
The closure of our UK commercial packaging business was completed in the period and we were successful in transferring the majority of our pharmaceutical clients to the Dutch and Belgian sites. The overall European business achieved breakeven in the period, ahead of schedule. This was due to a number of clinical projects occurring earlier than anticipated and these timing impacts are likely to result in this business making a small loss for the full year, whilst delivering a substantially improved performance over 2013.
Finance Review
for the six months to 31 March 2014
Overview of results
Group revenue for the period of €1.04 billion was 2% higher than 2013 and 3% higher on a constant currency basis. Operating profit, before acquisition costs, exceptional item and the amortisation of acquired intangible assets, was 2% ahead of 2013 at €45.0 million and 4% ahead on a constant currency basis. Profit after tax, on the same basis, was in line (3% ahead on a constant currency basis) with 2013 at €30.0 million.
Operating profit €'m
|
Profit after tax €'m | Diluted earnings per share cent | |||||
IFRS based | 25.2 | 11.9 | 4.91 | ||||
Amortisation of acquired intangible assets | 6.2 | 4.5 | 1.85 | ||||
Acquisition costs | 1.4 | 1.4 | 0.60 | ||||
Exceptional loss on disposal of non-core subsidiaries (note 4) | 12.2 | 12.2 | 5.02 | ||||
Adjusted | 45.0 | 30.0 | 12.38 | ||||
Adjusted 2013* | 44.2 | 29.9 | 12.42 | ||||
% Increase | 2% | - | - | ||||
% Increase constant currency | 4% | 3% | 2% | ||||
* 2013 comparatives have been re-stated in accordance with IAS19: Employee Benefits (Revised)
Revenue
Revenue for the six months to 31 March 2014 was 2% ahead of the same period in 2013 at €1.04 billion. The Ashfield Commercial & Medical Services division reported revenue 14% ahead of the prior period.
Adjusted operating profit
Operating profit of €45.0 million is 2% ahead (4% on a constant currency basis) of the first half of 2013. Excluding the impact of the re-branding, the underlying operating profit is 7% ahead of the same period in 2013 on a constant currency basis.
Adjusted profit after tax
Net interest costs for the period of €8.0 million are 17% higher than the same period in 2013, primarily due to the impact of the private placement funding that was put in place in late 2013. This funding has now been fully utilised on the acquisition of KP360 in the period. Profit after tax of €30.0 million is in line with the same period in 2013 (3% ahead on a constant currency basis).
Adjusted diluted earnings per share
Earnings per share is in line with 2013 at 12.38 cent. On a constant currency basis it increased by 2%. Further details on the primary exchange rates used are provided in note 16.
Acquisitions
The Group completed the acquisition of MCG and KP360 in the first half of 2014. The net cash outflow on these acquisitions was €107.9 million. The net assets acquired with these acquisitions were €49.9 million, with goodwill of €58.0 million.
Cash flow
Net debt increased by €100.1 million in the period to €337.9 million. The net cash inflow from operating activities was €8.6 million including an outflow of €7.2 million relating to exceptional items incurred during 2013. The net cash outflow from acquisitions completed during the period was €107.9 million whilst €3.1 million was also paid out in deferred contingent consideration in relation to acquisitions from previous years. €20.0 million was also invested in property, plant and equipment and computer software, mainly IT investment to enable our businesses to achieve future growth in an efficient manner.
Balance sheet
Net debt at the end of the period was €337.9 million. The net debt to annualised EBITDA ratio is 2.62 times and net interest is covered 10 times by annualised EBITDA. The financial covenants are based on net debt to EBITDA being less than 3.5 times and EBITDA interest cover being greater than three times.
Dividends
The directors are proposing an interim dividend of 2.69 cent per share representing an increase of 3% on the 2013 interim dividend. The interim dividend will be paid on 17 July 2014 to ordinary shareholders on the Company's register at 5.00 p.m. on 23 May 2014. A Dividend Reinvestment Plan (DRIP), which enables shareholders who elect to participate to use their cash dividend to acquire additional shares in the Company, is available in respect of the interim dividend. The final date for receipt or cancellation of elections under the DRIP will be 20 June 2014.
Forward-looking Information
Some statements in this announcement are forward-looking. They represent expectations for the Group's business, and involve risks and uncertainties. The Group has based these forward-looking statements on current expectations and projections about future events. The Group believes that expectations and assumptions with respect to these forward-looking statements are reasonable. However, because they involve known and unknown risks, uncertainties and other factors, which in some cases are beyond the Group's control, actual results or performance, may differ materially from those expressed or implied by such forward-looking statements.
Risk Management
Financial risk management
The management of the financial risks facing the Group is governed by policies reviewed and approved by the Board. These policies primarily cover liquidity risk, credit risk, interest rate risk and currency risk. The primary objective of the Group's policies is to minimise financial risk at a reasonable cost. The Group does not trade in financial instruments.
The Group uses financial instruments throughout its businesses; borrowings and cash resources are used to finance the Group's operations; trade receivables and payables arise directly from operations; and swaps are used to manage the interest rate and currency risks and to achieve the desired currency profile of borrowings.
Liquidity risk management
The Group ensures that it has sufficient financing facilities available through cash flow generated from operating activities, loan notes issued, committed banking facilities and access to equity markets to meet its projected short and medium term funding requirements.
Interest rate risk management
The Group finances its operations through a mixture of retained profits, bank borrowings and funding raised on the US private placement market. The Group's policy is to borrow in the required currencies at both fixed and floating rates of interest and use interest rate swaps to manage the Group's exposure to interest rate fluctuations.
Currency risk management
UDG Healthcare plc's reporting currency and that in which its share capital is denominated is the Euro. Given the nature of the Group's businesses, exposure arises in the normal course of business to other currencies, principally sterling and the US dollar.
The majority of the Group's activities are conducted in the local currency of the country of operation. The primary foreign exchange risk arises from the fluctuating value of the Group's net investment in different currencies. Borrowings, to finance acquisitions or major capital expenditure programmes, are made in the currency of the country of operation.
Where sales or purchases are invoiced in other than the local currency and there is not a natural hedge with other activities within the Group, the policy is to eliminate at least 50% of the currency exposures through forward currency contracts. A proportion of the Group's operating profits are denominated in currencies other than our reporting currency, and, where appropriate, foreign currency hedges are put in place to minimise exchange rate volatility on the retranslation of these profits to euro for reporting purposes.
Principal risks and uncertainties
The Transparency (Directive 2004/109/EC) Regulations 2007 require the disclosure of the principal risks and uncertainties which could have a material impact on the Group's performance over the remainder of the financial year.
The Group continually identifies, evaluates and manages its key risks. In particular, the Group's business model and strategy is driven by the key risks affecting the healthcare market generally, as well as those that impact the Group's healthcare clients specifically. These external risks help us identify opportunities and define our strategic priorities. In particular, they have driven our growth and diversification ambitions.
The Group's ability to deliver on its strategy is assessed through the risk management process, which is underpinned by detailed risk registers maintained by each of the Group's divisions. These risk registers identify risks, as well as the plans for addressing them, and the consolidated Group risk register is reviewed by the executive directors on a regular basis. The consolidated risk register is also reviewed by the Risk, Acquisition and Finance Committee and the Chairman of that committee reports to the Board the outcome of each review.
The principal risks and uncertainties identified by the risk management process as facing the Group in the six month period to 30 September 2014 include the following:
Risk | Mitigation | |
Acquisitive growth is central to the Group's strategy. A failure to execute and properly integrate significant acquisitions and/or capitalise on the synergies they bring may adversely affect the Group.
| All potential acquisitions are rigorously assessed and evaluated to ensure the Group's strategic and financial criteria are met. Comprehensive integration plans are developed for all acquisitions and executed by experienced management with a view to achieving identified benefits and avoiding general and specific integration risks.
| |
The success of the Group is built upon an effective management team committed to achieving a superior performance. Should the Group not attract, retain or develop suitably qualified and motivated employees, this could have an impact on business performance. | The talent requirements of the Group are monitored to ensure that its management teams meet prevailing requirements in skills, competencies and performance. Remuneration policies, management development and succession planning are monitored by the Group to ensure they remain relevant and appropriate.
| |
The continued growth of the Group requires its organisational design and infrastructure to develop in line with the needs of the enlarging Group and its developing businesses. A failure to do so could adversely affect the Group's ability to meet its objectives.
| The Group systematically reviews its organisational design and support infrastructure to ensure that at all times it is and remains fit for purpose. | |
The Group is subject to significant legal and regulatory obligations, specifically in respect of:
(a) protection of patient information; (b) health and safety; and (c) the manner in which it deals with healthcare professionals in the promotion or sale of healthcare products
where in each case non-compliance could result in the withdrawal of operating licenses, significant liability and reputational risk.
| The Group continually reviews its activities and the legal and regulatory obligations associated with them. It has implemented comprehensive systems to ensure that compliance is at all times attained and it subjects those systems to on-going critical analysis and rigorous improvement. | |
All of the Group's activities are subject to stringent quality and other standards. A failure to meet those standards could result in operating licenses being withdrawn or suspended, and products and services being defective or failing to meet medical, legal and other requirements. This could lead to reputational and financial damage to the Group.
| Maintenance of quality standards is prioritised across the Group with a comprehensive, rigorous quality framework and organisation supporting all aspects of the Group's operations, which is audited to best in class standards. | |
Group Technology Systems (IT/IS) fail to meet business requirements or are rendered inoperable (whether by external interference, failure or a failure to properly execute the implementation of new or improved systems), exposing the Group to adverse financial consequences. | A comprehensive business technology strategy has been implemented, which includes the systematic monitoring and review systems to ensure they continue to align with and fully meet the requirements of the Group's overall strategic intent. Robust protocols, processes and systems are in place to identify, resolve and mitigate against external interference and systems failures and ensure new or improved systems are executed without business risk.
| |
Business continuity: the Group is exposed to risks that, should they arise, may result in the interruption of critical business processes that could adversely impact the Group or its clients. | The Group systematically reviews its business continuity risks and implements business continuity and disaster recovery plans to address those risks where required.
| |
The underlying terms of the Group's commercial relationships drives the profitability of the Group. The nature of the Group's business means that the Group could be exposed to undue cost or liability if it agrees inappropriate terms. | The Group has adopted rigorous processes for identifying and mitigating against undue risks in all prospective commercial relationships, supported by personnel with expertise and/or experience in key risk areas such as quality, compliance and legal.
|
Statement of Directors
in respect of the half-yearly financial report
Each of the directors confirms that to the best of their knowledge and belief:
· the condensed set of interim financial statements comprising the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of changes in equity, the condensed consolidated balance sheet, the condensed consolidated cash flow statement, and the related notes have been prepared in accordance with IAS 34, Interim Financial Reporting as adopted by the EU;
· the half-yearly financial report includes a fair review of the information required by:
(a) Regulation 8(2) of the Transparency (Directive 2004/109/EC) Regulations 2007, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
(b) Regulation 8(3) of the Transparency (Directive 2004/109/EC) Regulations 2007, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last Annual Report that could do so.
The Group's auditor has not reviewed this condensed half-yearly financial report.
On behalf of the Board(i)
P. Gray L. FitzGerald
Director Director
12 May 2014
(i) The Board of UDG Healthcare plc is disclosed on the Company's website, www.udghealthcare.com.
Condensed consolidated income statement
for the six months ended 31 March 2014
| |||||||||||||||||
Six months ended 31 March 2014 | Six months ended 31 March 2013 | ||||||||||||||||
|
Exceptional item (Unaudited)
|
|
Exceptional items (Unaudited)
€'000 |
31 March 2013 (Unaudited)*
€'000 |
| ||||||||||||
Notes | Pre- exceptional item (Unaudited) | 31 March 2014 (Unaudited) | Pre- exceptional items (Unaudited)* |
| |||||||||||||
€'000 | €'000 | €'000 | €'000 |
| |||||||||||||
Revenue | 3 | 1,041,373 | - | 1,041,373 | 1,017,389 | - | 1,017,389 |
| |||||||||
Cost of sales | (872,075) | - | (872,075) | (856,828) | (1,064) | (857,892) |
| ||||||||||
| |||||||||||||||||
Gross profit | 169,298 | - | 169,298 | 160,561 | (1,064) | 159,497 |
| ||||||||||
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Distribution expenses | (120,551) | - | (120,551) | (113,268) | (3,530) | (116,798) |
| ||||||||||
Administrative expenses | (6,386) | - | (6,386) | (6,184) | (6,493) | (12,677) |
| ||||||||||
Other operating expenses | 8 | (7,412) | - | (7,412) | (8,675) | - | (8,675) |
| |||||||||
Acquisition costs | (1,440) | - | (1,440) | (308) | - | (308) |
| ||||||||||
Share of joint ventures' profit after tax |
5 | 3,830 |
- | 3,830 | 3,108 | - | 3,108 |
| |||||||||
Loss on disposal of subsidiary undertakings |
4 |
- |
(12,151) | (12,151) | - | - | - |
| |||||||||
| |||||||||||||||||
Operating profit | 37,339 | (12,151) | 25,188 | 35,234 | (11,087) | 24,147 |
| ||||||||||
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Finance income | 6 | 6,441 | - | 6,441 | 1,336 | - | 1,336 |
| |||||||||
Finance expense | 6 | (14,438) | - | (14,438) | (8,173) | - | (8,173) |
| |||||||||
| |||||||||||||||||
Profit before tax | 29,342 | (12,151) | 17,191 | 28,397 | (11,087) | 17,310 |
| ||||||||||
| |||||||||||||||||
Income tax (expense)/credit | (5,321) |
- | (5,321) | (5,078) | 545 | (4,533) |
| ||||||||||
Profit for the period | 24,021 |
(12,151) | 11,870 | 23,319 | (10,542) | 12,777 |
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Profit attributable to: |
| ||||||||||||||||
Owners of the parent | 11,870 | 12,741 |
| ||||||||||||||
Non-controlling interests | - | 36 |
| ||||||||||||||
11,870 | 12,777 |
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Earnings per share |
| ||||||||||||||||
Basic | 7 | 4.92c | 5.31c |
| |||||||||||||
Diluted | 7 | 4.91c | 5.30c |
| |||||||||||||
* 2013 comparatives have been re-stated in accordance with IAS19: Employee Benefits (Revised). See notes 2 and 13 for further details
Condensed consolidated statement of
comprehensive income
for the six months ended 31 March 2014
Six months ended 31 March 2014 |
Six months ended 31 March 2013 | ||||
Notes | (Unaudited) €'000 | (Unaudited)* €'000 | |||
Profit for the period | 11,870 | 12,777 | |||
Other comprehensive income/(expense): Items that will not be reclassified to profit or loss: | |||||
Defined benefit plan actuarial (loss)/gain | (1,292) | 1,400 | |||
Deferred tax on items that will not be reclassified to profit or loss | 65 | (655) | |||
(1,227) | 745 | ||||
Items that may be reclassified subsequently to profit or loss: | |||||
Foreign currency translation adjustment | 9 | (557) | (17,708) | ||
Reclassification on loss of control of subsidiary undertakings | 9 | (407) | - | ||
Gain/(loss) on hedge of net investment in foreign operations | 9 | 2,545 | (1,062) | ||
Group cash flow hedges: | |||||
- Effective portion of cash flow hedges - movement into reserve | (7,630) | 6 | |||
- Effective portion of cash flow hedges - movement out of reserve | 4,174 | (804) | |||
Effective portion of cash flow hedges | 9 | (3,456) | (798) | ||
- Movement in deferred tax - movement into reserve | 954 | - | |||
- Movement in deferred tax - movement out of reserve | (522) | 101 | |||
Net movement in deferred tax | 9 | 432 | 101 | ||
(1,443) | (19,467) | ||||
Other comprehensive expense, net of tax | (2,670) | (18,722) | |||
Total comprehensive income/(expense), net of tax | 9,200 | (5,945) | |||
Total comprehensive income/(expense) attributable to: | |||||
Owners of the parent | 9,200 | (5,981) | |||
Non-controlling interests | - | 36 | |||
9,200 | (5,945) |
* 2013 comparatives have been re-stated in accordance with IAS19: Employee Benefits (Revised). See notes 2 and 13 for further details
Condensed consolidated statement of changes in
equity
for the six months ended 31 March 2014
Equity |
Other |
Attributable | |||||
share | Share | Retained | reserves | to owners | Non-controlling | Total | |
capital | premium | earnings | (Note 9) | of the parent | interests | equity | |
€'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
At 1 October 2013 | 12,443 | 145,000 | 319,812 | (57,774) | 419,481 | (21) | 419,460 |
Profit for the financial period | - | - | 11,870 | - | 11,870 | - | 11,870 |
Other comprehensive income/(expense): | |||||||
Effective portion of cash flow hedges | - | - | - | (3,456) | (3,456) | - | (3,456) |
Deferred tax on cash flow hedges | - | - | - | 432 | 432 | - | 432 |
Translation adjustment | - | - | - | (557) | (557) | - | (557) |
Reclassification on loss of control of subsidiary undertakings | - | - | - | (407) | (407) | - | (407) |
Gain on hedge of net investment in foreign operations | - | - | - | 2,545 | 2,545 | - | 2,545 |
Actuarial loss on defined benefit schemes | - | - | (1,292) | - | (1,292) | - | (1,292) |
Deferred tax on defined benefit schemes | - | - | 65 | - | 65 | - | 65 |
Total comprehensive income/(expense) for the period | - | - | 10,643 | (1,443) | 9,200 | - | 9,200 |
New shares issued | 33 | 1,802 | - | - | 1,835 | - | 1,835 |
Share-based payment expense | - | - | - | 729 | 729 | - | 729 |
Dividends paid to equity holders | - | - | (16,773) | - | (16,773) | - | (16,773) |
Release from share-based payment reserve | - | - | 753 | (753) | - | - | - |
At 31 March 2014 - unaudited | 12,476 | 146,802 | 314,435 | (59,241) | 414,472 | (21) | 414,451 |
for the six months ended 31 March 2013
Equity |
Other |
Attributable | |||||
share | Share | Retained | reserves | to owners | Non-controlling | Total | |
capital | premium | Earnings* | (Note 9) | of the parent* | interests | equity | |
€'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
At 1 October 2012 | 12,354 | 141,283 | 309,254 | (34,470) | 428,421 | 9 | 428,430 |
Profit for the financial period | - | - | 12,741 | - | 12,741 | 36 | 12,777 |
Other comprehensive income/(expense): | |||||||
Effective portion of cash flow hedges | - | - | - | (798) | (798) | - | (798) |
Deferred tax on cash flow hedges | - | - | - | 101 | 101 | - | 101 |
Translation adjustment | - | - | - | (17,708) | (17,708) | - | (17,708) |
Loss on hedge of net investment in foreign operations | - | - | - | (1,062) | (1,062) | - | (1,062) |
Actuarial gain on defined benefit schemes | - | - | 1,400 | - | 1,400 | - | 1,400 |
Deferred tax on defined benefit schemes | - | - | (655) | - | (655) | - | (655) |
Total comprehensive income/(expense) for the period | - | - | 13,486 | (19,467) | (5,981) | 36 | (5,945) |
New shares issued | 32 | 1,441 | - | - | 1,473 | - | 1,473 |
Share-based payment expense | - | - | - | (422) | (422) | - | (422) |
Translation adjustment | - | - | - | (2) | (2) | - | (2) |
Dividends paid to equity holders | - | - | (15,836) | - | (15,836) | - | (15,836) |
Release from share-based payment reserve | - | - | 666 | (666) | - | - | - |
At 31 March 2013 - unaudited | 12,386 | 142,724 | 307,570 | (55,027) | 407,653 | 45 | 407,698 |
* 2013 comparatives have been re-stated in accordance with IAS19: Employee Benefits (Revised). See notes 2 and 13 for further details
Condensed consolidated balance sheet
as at 31 March 2014
As at 31 March 2014 |
As at 31 March 2013 |
As at 30 September 2013 | ||
(Unaudited) | (Unaudited) | (Audited) | ||
Notes | €'000 | €'000 | €'000 | |
ASSETS | ||||
Non-current | ||||
Property, plant and equipment | 171,343 | 170,013 | 160,865 | |
Goodwill | 8 | 345,699 | 307,595 | 317,232 |
Intangible assets | 8 | 109,356 | 56,136 | 73,820 |
Investment in joint ventures and associates | 8 | 20,185 | 22,889 | 25,062 |
Derivative financial instruments | 10 | - | 1,209 | - |
Deferred income tax assets | 5,907 | 2,142 | 4,583 | |
Employee benefits | 13 | 13,754 | 14,310 | 13,692 |
Total non-current assets | 666,244 | 574,294 | 595,254 | |
Current | ||||
Inventories | 163,157 | 154,668 | 164,161 | |
Trade and other receivables | 366,653 | 320,705 | 348,426 | |
Cash and cash equivalents | 10 | 95,530 | 98,901 | 174,479 |
Current income tax assets | 792 | 758 | 732 | |
Derivative financial instruments | 10 | 1,857 | 2,589 | 1,827 |
Total current assets | 627,989 | 577,621 | 689,625 | |
Total assets | 1,294,233 | 1,151,915 | 1,284,879 | |
EQUITY | ||||
Equity share capital | 12,476 | 12,386 | 12,443 | |
Share premium | 146,802 | 142,724 | 145,000 | |
Other reserves | 9 | (59,241) | (55,027) | (57,774) |
Retained earnings | 314,435 | 307,570 | 319,812 | |
Total equity attributable to owners of the Company | 414,472 | 407,653 | 419,481 | |
Non-controlling interests | (21) | 45 | (21) | |
Total equity | 414,451 | 407,698 | 419,460 | |
LIABILITIES | ||||
Non-current | ||||
Interest-bearing loans and borrowings | 10 | 367,776 | 304,244 | 358,796 |
Provisions | 11 | 19,308 | 18,795 | 19,775 |
Employee benefits | 13 | 18,699 | 21,096 | 18,390 |
Derivative financial instruments | 10 | 27,882 | 5,781 | 19,311 |
Deferred income tax liabilities | 17,032 | 15,562 | 13,887 | |
Total non-current liabilities | 450,697 | 365,478 | 430,159 | |
Current | ||||
Interest-bearing loans and borrowings | 10 | 34,185 | 11,038 | 31,647 |
Bank overdrafts | 10 | 1,535 | 1,162 | 1,346 |
Trade and other payables | 374,328 | 346,330 | 375,756 | |
Current income tax liabilities | 6,082 | 5,127 | 4,843 | |
Provisions | 11 | 9,033 | 14,114 | 18,635 |
Derivative financial instruments | 10 | 3,922 | 968 | 3,033 |
Total current liabilities | 429,085 | 378,739 | 435,260 | |
Total liabilities | 879,782 | 744,217 | 865,419 | |
Total equity and liabilities | 1,294,233 | 1,151,915 | 1,284,879 | |
Condensed consolidated cash flow statement
for the six months ended 31 March 2014
Six months | Six months | |
ended | ended | |
31 March | 31 March | |
2014 | 2013* | |
(Unaudited) | (Unaudited) | |
€'000 | €'000 | |
Cash flows from operating activities | ||
Profit before tax | 17,191 | 17,310 |
Finance income | (6,441) | (1,336) |
Finance expense | 14,438 | 8,173 |
Exceptional items | 12,151 | 11,087 |
Operating profit (pre-exceptional items) | 37,339 | 35,234 |
Share of joint ventures' profit after tax | (3,830) | (3,108) |
Depreciation charge | 8,907 | 8,596 |
Profit on disposal of property, plant and equipment | (174) | (2) |
Amortisation of intangible assets | 7,412 | 8,675 |
Share-based payment expense | 729 | (422) |
(Increase)/decrease in inventories | (1,278) | 2,337 |
Decrease in trade and other receivables | 3,478 | 24,728 |
Decrease in trade payables, provisions and other payables | (24,535) | (7,296) |
Exceptional items paid | (7,235) | (2,481) |
Interest paid | (7,456) | (5,591) |
Income taxes paid | (4,792) | (4,918) |
Net cash inflow from operating activities | 8,565 | 55,752 |
Cash flows from investing activities | ||
Interest received | 207 | 92 |
Purchase of property, plant and equipment | (16,068) | (23,923) |
Proceeds from disposal of property, plant and equipment | 795 | 48 |
Investment in intangible assets - computer software | (3,899) | - |
Acquisition of subsidiaries (net of cash and cash equivalents acquired) | (107,872) | 506 |
Deferred contingent acquisition consideration | (3,119) | (20,539) |
Proceeds from disposal of subsidiary undertakings | 27,483 | - |
Investment in joint venture | (29) | - |
Dividends received from joint ventures | 8,969 | 2,952 |
Net cash outflow from investing activities | (93,533) | (40,864) |
Cash flows from financing activities | ||
Proceeds from issue of shares (including share premium thereon) | 1,835 | 1,473 |
Proceeds from interest-bearing loans and borrowings | 20,345 | 29,100 |
Repayments of interest-bearing loans and borrowings | (124) | (100) |
(Decrease)/increase in finance leases | (107) | 21 |
Dividends paid to equity holders of the Company | (16,773) | (15,836) |
Net cash inflow from financing activities | 5,176 | 14,658 |
Net (decrease)/increase in cash and cash equivalents | (79,792) | 29,546 |
Translation adjustment | 654 | (2,648) |
Cash and cash equivalents at beginning of period | 173,133 | 70,841 |
Cash and cash equivalents at end of period | 93,995 | 97,739 |
Cash and cash equivalents is comprised of: | ||
Cash at bank and short term deposits | 95,530 | 98,901 |
Bank overdrafts | (1,535) | (1,162) |
93,995 | 97,739 |
* 2013 comparatives have been re-stated in accordance with IAS19: Employee Benefits (Revised). See notes 2 and 13 for further details
Notes to the condensed interim financial statements
for the six months ended 31 March 2014
_____________________________________________________________________________________________
1. Reporting entity
UDG Healthcare plc (the "Company") is a company domiciled in Ireland. The unaudited condensed consolidated interim financial statements of the Company for the six months ended 31 March 2014 are comprised of the Company and its subsidiaries (together referred to as the "Group") and the Group's interest in joint ventures and associates.
The financial information presented herein does not amount to statutory financial statements that are required by Section 7 of the Companies (Amendment) Act, 1986 to be annexed to the annual return of the Company. The financial information does not include all the information and disclosures required in the annual financial statements. The statutory financial statements for the year ended 30 September 2013 will be annexed to the annual return and filed with the Registrar of Companies. The audit report on those statutory financial statements was unqualified and did not contain any matters to which attention was drawn by way of emphasis.
2. Statement of compliance
These unaudited condensed consolidated interim financial statements ("the interim accounts") for the six months ended 31 March 2014 have been prepared in accordance with IAS 34, Interim Financial Reporting, as endorsed by the European Union. These interim accounts do not include all of the information required for full annual financial statements and should be read in conjunction with the most recent published consolidated financial statements of the Group.
Revisions to IAS 19 became effective for the Group for the first time for the financial year ending 30 September 2014. Comparative information for the six months ended 31 March 2013 has been restated on a comparable basis as if the revisions to IAS 19 had been effective in 2013. These revisions have increased the pension charge recognised in the Income Statement by €351,000, the net finance expenses by €199,000 and increased the related deferred tax credit by €162,000 resulting in a reduction in the originally reported profits by €388,000 and earnings per share by 0.17c for the prior period. There has been a corresponding increase in the actuarial gain of €550,000 recognised in the Statement of Comprehensive Income and related tax charge by €162,000. There is no net impact on the Group's net pension deficit in the current or prior years.
In addition to the impact of IAS 19 above, the following new standards are effective for the Group's financial year ending on 30 September 2014 and only impact the presentation of the interim results for the period ended 31 March 2014:
· IAS 34 Interim Financial Reporting - additional disclosures on financial instruments included in Note 14.
· IFRS 13 Fair Value Measurement - additional disclosures on fair value measurement included in Note 14.
During the period, a number of other amendments to existing standards became effective. These have been considered by the Directors and have not had a significant impact on the Group's consolidated condensed interim financial statements.
All other accounting policies applied in these condensed consolidated interim financial statements are the same as those which applied in the consolidated financial statements for the year ended 30 September 2013 and are those expected to apply for the financial year to 30 September 2014.
The preparation of interim financial statements requires the use of certain critical accounting estimates, judgements and assumptions. The areas involving a high degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, relate primarily to goodwill impairment testing, revenue recognition, valuation and ownership of inventory, valuation of trade receivables and provisions. The nature of the assumptions and estimates made in the preparation of the interim accounts are the same as those identified in our most recent annual report. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. There was no significant change to any of these key estimates or judgements in the six month period, other than a change to certain actuarial assumptions as set out in note 13.
The income tax expense for the six month period is calculated by applying the directors' best estimate of the annual effective tax rate to the profit for the period.
The directors have a reasonable expectation that the Company, and the Group as a whole, have adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the condensed consolidated interim financial statements.
As permitted by the Transparency (Directive 2004/109/EC) Regulations 2007 this Interim Report is available on www.udghealthcare.com. However, if a physical copy is required, please contact the Company Secretary.
3. Segmental analysis
The Group's operations are divided into the following segments:
Supply Chain Services - The Supply Chain Services segment combines all of the Group's healthcare logistics based businesses. The TCP Homecare business is now reported as part of this segment having moved from Sharp Packaging Services segment in the current reporting period. The comparative has been adjusted to reflect the impact of this transfer.
Ashfield Commercial & Medical Services - The Ashfield Commercial & Medical Services segment provides contract sales outsourcing, healthcare communications and related services to healthcare manufacturers. Masta is now reported as part of this segment having moved from Sharp Packaging Services segment in the current reporting period. The comparative has been adjusted to reflect the impact of this transfer.
Sharp Packaging Services - The Sharp Packaging Services segment provides outsourced commercial and clinical trial packaging services to healthcare companies. The comparative has been adjusted to reflect the impact of the transfers to other segments outlined above.
The segmental analysis of the business corresponds with the Group's organisational structure and the Group's internal reporting for the purpose of managing the business and assessing performance as reviewed by the Group's Chief Operating Decision Maker (CODM), which the Group has defined as Liam FitzGerald (Chief Executive Officer). The amount of revenue and operating profit under the Group's operating segments is as follows:
Six months |
Six months | |
ended | ended | |
31 March | 31 March | |
2014 | 2013* | |
€'000 | €'000 | |
Revenue | ||
Supply Chain Services | 741,813 | 740,442 |
Ashfield Commercial & Medical Services | 217,655 | 191,248 |
Sharp Packaging Services | 81,905 | 85,699 |
1,041,373 | 1,017,389 | |
Operating profit before acquired intangible amortisation, acquisition costs and exceptional item | ||
Supply Chain Services | 20,788 | 22,537 |
Ashfield Commercial & Medical Services | 16,747 | 12,360 |
Sharp Packaging Services | 7,513 | 9,320 |
45,048 | 44,217 | |
Amortisation of acquired intangibles | (6,269) | (8,675) |
Exceptional items | (12,151) | (11,087) |
Acquisition costs | (1,440) | (308) |
Operating profit | 25,188 | 24,147 |
Finance income | 6,441 | 1,336 |
Finance expense | (14,438) | (8,173) |
Profit before tax | 17,191 | 17,310 |
Income tax expense | (5,321) | (4,533) |
Profit for the period | 11,870 | 12,777 |
Geographical analysis of revenue | ||
Republic of Ireland | 562,258 | 563,758 |
United Kingdom | 280,483 | 264,778 |
North America | 122,719 | 113,969 |
Continental Europe | 75,913 | 74,884 |
1,041,373 | 1,017,389 | |
|
* 2013 comparatives have been re-stated in accordance with IAS19: Employee Benefits (Revised). See notes 2 and 13 for further details. The 2013 comparatives have also been re-stated to reflect the divisional split following the rebranding concluded at the end of September 2013 and the consequent transfer of the TCP Homecare and Masta businesses from Sharp Packaging Division to Supply Chain Services and Ashfield Commercial & Medical Services Divisions respectively.
4. Exceptional items
Six months |
Six months | |
ended | ended | |
31 March | 31 March | |
2014 | 2013 | |
€'000 | €'000 | |
Loss on disposal of subsidiary undertakings | 12,151 | - |
Restructuring costs and other | - | 5,209 |
Impairment of goodwill | - | 4,720 |
Onerous leases | - | 1,158 |
12,151 | 11,087 | |
Exceptional tax credit | - | (545) |
Net exceptional items after taxation | 12,151 | 10,542 |
On 28 February 2014, the Group disposed of its shareholding in Arjun Products Limited, Craig & Hayward Limited and The Specials Laboratory Holdings Limited. The loss on disposal arising was €12,151,000. This amount included goodwill and intangible assets net of deferred tax ascribed to these businesses of €32,046,000 and related disposal costs of €389,000. Net assets on disposal were €7,199,000. Total consideration (net of cash disposed) was €27,483,000 which is subject to adjustment pending the approval of the Completion Accounts with the purchaser within 120 days of transaction close.
Restructuring costs and other, mainly comprising of redundancy costs, were incurred in the six months ended 31 March 2013 in relation to acquired and existing Group businesses. The other costs included legal costs for a matter where the Group was a defendant in a complaint made in the State of New York, which was subsequently settled in the period to 30 September 2013.
There was a non-cash goodwill impairment charge in the prior period. The impairment of goodwill arose as the Group wrote down the carrying value of goodwill in relation to the Sharp Commercial Packaging Group cash generating unit ('CGU') following a review of the value in use calculation at the 31 March 2013 reporting date, following the announcement of the closure of the UK commercial packaging facility.
Onerous lease costs were in relation to the acquired and existing portfolio of leased properties no longer in use.
5. Share of joint ventures' profit after tax
Six months | Six months | |
ended | ended | |
31 March | 31 March | |
2014 | 2013 | |
€'000 | €'000 | |
Group share of revenue | 29,157 | 26,993 |
Group share of expenses, inclusive of tax | (25,327) | (23,885) |
Group share of profit after tax | 3,830 | 3,108 |
In November 2013, the Group acquired an additional 10% shareholding in Magir Limited, one of the Group's joint venture investments increasing the Group share of profits from 25% to 35% in this joint venture with effect from this date.
6. Finance income and expense
Six months | Six months | |
ended | ended | |
31 March | 31 March | |
2014 | 2013* | |
€'000 | €'000 | |
Finance income | ||
Income arising from cash deposits | 207 | 92 |
Fair value of cash flow hedges transferred from equity | - | 804 |
Fair value adjustment to guaranteed senior unsecured notes | 1,928 | 426 |
Foreign currency gain on retranslation of guaranteed senior unsecured loan notes | 4,174 | - |
Ineffective portion of cash flow hedges | 132 | 14 |
6,441 | 1,336 | |
Finance expense | ||
Interest on bank loans and other loans | ||
-wholly repayable within 5 years | (4,341) | (4,708) |
-wholly repayable after 5 years | (3,371) | (1,012) |
Interest on finance leases | (13) | (35) |
Unwinding of discount on provisions | (562) | (989) |
Fair value adjustments to fair value hedges | (1,928) | (426) |
Fair value of cash flow hedges transferred to equity | (4,174) | - |
Foreign currency loss on retranslation of guaranteed senior unsecured loan notes | - | (804) |
Net finance cost on pension scheme obligations | (49) | (199) |
(14,438) | (8,173) | |
Net finance expense | (7,997) | (6,837) |
* 2013 comparatives have been re-stated in accordance with IAS19: Employee Benefits (Revised). See notes 2 and 13 for further details
7. Earnings per ordinary share
Six months | Six months | |
ended | ended | |
31 March | 31 March | |
2014 | 2013* | |
€'000 | €'000 | |
Profit attributable to the owners of the parent | 11,870 | 12,741 |
Adjustment for amortisation of acquired intangible assets (net of tax) | 4,492 | 6,242 |
Adjustment for acquisition costs (net of tax) | 1,440 | 308 |
Adjustment for exceptional items (net of tax) | 12,151 | 10,542 |
Earnings adjusted for amortisation of acquired intangible assets, acquisition costs and exceptional items | 29,953 | 29,833 |
Number | Number | |
of shares | of shares | |
Weighted average number of shares | 241,408,788 | 239,739,246 |
Number of dilutive shares under option | 535,307 | 485,599 |
Weighted average number of shares, including share options | 241,944,095 | 240,224,845 |
Basic earnings per share - cent | 4.92 | 5.31 |
Diluted earnings per share - cent | 4.91 | 5.30 |
Adjusted basic earnings per share - cent** | 12.41 | 12.44 |
Adjusted diluted earnings per share - cent** | 12.38 | 12.42 |
* 2013 comparatives have been re-stated in accordance with IAS19: Employee Benefits (Revised). See notes 2 and 13 for further details
** excluding amortisation of acquired intangible assets, acquisition costs and exceptional items (net of tax)
The adjusted figures for earnings per share are intended to demonstrate the results of the Group after eliminating the impact of amortisation of acquired intangible assets, acquisition costs and exceptional items and are deemed by management to be a key metric of monitoring Group performance.
Treasury shares have been excluded from the weighted average number of shares in issue used in the calculation of earnings per share. The average market value of the Company's shares for the purposes of calculating the dilutive effect of share options was based on quoted market prices for the period.
8. Movement in goodwill, intangible assets and investment in joint ventures and associates
| Investment in joint ventures | ||||
Goodwill | Intangible assets | and associates |
Total | ||
€'000 | €'000 | €'000 | €'000 | ||
Balance at 1 October 2013 | 317,232 | 73,820 | 25,062 | 416,114 | |
Investment in joint venture | - | - | 29 | 29 | |
Investment in computer software | - | 3,899 | - | 3,899 | |
Arising on acquisition | 57,971 | 42,966 | - | 100,937 | |
Amortisation of acquired intangible assets | - | (6,269) | - | (6,269) | |
Amortisation of computer software | - | (1,143) | - | (1,143) | |
Share of joint ventures' profit after tax | - | - | 3,830 | 3,830 | |
Dividends received from joint ventures | - | - | (8,969) | (8,969) | |
Disposals | (27,975) | (5,177) | - | (33,152) | |
Measurement period adjustments | (1,327) | 1,990 | - | 663 | |
Translation adjustment | (202) | (730) | 233 | (699) | |
Balance at 31 March 2014 | 345,699 | 109,356 | 20,185 | 475,240 |
UDG Healthcare plc purchased an additional 10% in Magir Limited, one of the Group's joint venture entities in November 2013 for a purchase consideration of £24,000, increasing its shareholding to 35%.
The disposals relate to the disposal of Arjun Products Limited, Craig & Hayward Limited and The Specials Laboratory Holdings Limited, see note 4 for further detail. The related deferred tax on the intangible assets disposed was €1,106,000.
The Group has revised its estimate of the fair value of intangible assets in respect of prior year acquisitions. This has resulted in a corresponding decrease in goodwill relative to amounts previously recorded. On the basis that this adjustment was not deemed to be material, it was accounted for in the current period.
9. Other reserves
Cash flow |
Share-based |
Foreign |
Treasury |
Capital redemption | ||
hedge | payment | exchange | shares | reserve | Total | |
€'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
Balance at 1 October 2013 | (4,419) | 5,204 | (53,046) | (5,763) | 250 | (57,774) |
Effective portion of cash flow hedges | (3,456) | - | - | - | - | (3,456) |
Deferred tax on cash flow hedges | 432 | - | - | - | - | 432 |
Share-based payment expense | - | 729 | - | - | - | 729 |
Release from share-based payment reserve | - | (753) | - | - | - | (753) |
Gain on hedge of net investment in foreign operations | - | - | 2,545 | - | - | 2,545 |
Translation adjustment | - | - | (557) | - | - | (557) |
Reclassification on loss of control of subsidiary undertakings | - | - | (407) | - |
- | (407) |
Release of treasury shares on vesting | - | (1) | - | 1 | - | - |
Balance at 31 March 2014 | (7,443) | 5,179 | (51,465) | (5,762) | 250 | (59,241) |
Cash flow |
Share-based |
Foreign |
Treasury |
Capital redemption | ||
hedge | payment | exchange | shares | reserve | Total | |
€'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
Balance at 1 October 2012 | 48 | 6,878 | (35,770) | (5,876) | 250 | (34,470) |
Effective portion of cash flow hedges | (798) | - | - | - | - | (798) |
Deferred tax on cash flow hedges | 101 | - | - | - | - | 101 |
Share-based payment expense | - | (422) | - | - | - | (422) |
Release from share-based payment reserve | - | (666) | - | - | - | (666) |
Loss on hedge of net investment in foreign operations | - | - | (1,062) | - | - | (1,062) |
Translation adjustment | - | (2) | (17,708) | - | - | (17,710) |
Release of treasury share on vesting | - | (81) | - | 81 | - | - |
Balance at 31 March 2013 | (649) | 5,707 | (54,540) | (5,795) | 250 | (55,027) |
10. Net debt
As at | As at | As at | |
31 March | 31 March | 30 Sept | |
2014 | 2013 | 2013 | |
€'000 | €'000 | €'000 | |
Current assets | |||
Cash at bank and short term deposits | 95,530 | 98,901 | 174,479 |
Derivative financial instruments | 1,857 | 2,589 | 1,827 |
Non-current assets | |||
Derivative financial instruments | - | 1,209 | - |
Current liabilities | |||
Interest bearing loans and borrowings | (34,137) | (10,525) | (31,507) |
Finance leases | (48) | (513) | (140) |
Bank overdrafts | (1,535) | (1,162) | (1,346) |
Derivative financial instruments | (3,922) | (968) | (3,033) |
Non-current liabilities | |||
Interest bearing loans and borrowings | (367,756) | (304,181) | (358,761) |
Finance leases | (20) | (63) | (35) |
Derivative financial instruments | (27,882) | (5,781) | (19,311) |
(337,913) | (220,494) | (237,827) |
11. Provisions
Deferred contingent consideration |
Onerous leases |
Restructuring costs |
Total | |
€'000 | €'000 | €'000 | €'000 | |
Balance at 1 October 2013 | 28,010 | 3,272 | 7,128 | 38,410 |
(Decrease)/increase in provision during the period | - | (24) | 59 | 35 |
Eliminated on disposals | - | (39) | - | (39) |
Utilised during the period | (3,119) | (1,667) | (5,568) | (10,354) |
Unwinding of discount | 562 | - | - | 562 |
Translation adjustment | (249) | (1) | (23) | (273) |
Balance at 31 March 2014 | 25,204 | 1,541 | 1,596 | 28,341 |
Non-current | 19,308 | |||
Current | 9,033 | |||
28,341 |
12. Acquisition of subsidiary undertakings
During the six months ended 31 March 2014, the Group completed two acquisitions:
- On 31 October 2013, the Group completed the acquisition of the assets and liabilities of Medical Communications Group ("MCG") a leading multi-channel healthcare marketing business headquartered in Montreal, which provides outsourced services to over sixty pharmaceutical and healthcare companies in Canada.
- On 7 March 2014, the Group acquired the entire issued share capital of KnowledgePoint360 Group LLC and KnowledgePoint360 UK AcquisitionCo Ltd being the healthcare communications business of KnowledgePoint360 ('KP360'), headquartered in Macclesfield in the UK and in Lyndhurst, New Jersey in the US.
The initial assignment of fair values to identifiable net assets acquired has been performed on a provisional basis in respect of MCG and KP360 given the timing of completion of these transactions. Any amendments to these acquisition date fair values within the twelve month timeframe from the date of acquisition will be disclosed in the relevant Annual Report as stipulated by IFRS 3 (Revised 2008), Business Combinations.
The Group has also revised its estimate of the acquisition date fair value of intangibles and trade and other receivables and trade and other payables in respect of the prior year acquisition of Expansis Group SL. ("Expansis"). This has resulted in a corresponding decrease in goodwill relative to amount previously recorded. On the basis that this adjustment was not deemed to be material, it was accounted for in the current period.
The carrying amount of the assets and liabilities of MCG and KP360 acquired, determined in accordance with IFRS, before completion of the combination, together with the adjustments made to those carrying values to arrive at the fair values were as follows:
Total in | |||||
respect of | Measurement | ||||
current period | period | 2014 | |||
MCG | KP360 | acquisitions | adjustments | Total | |
€'000 | €'000 | €'000 | €'000 | €'000 | |
Assets | |||||
Non-current assets | |||||
Property, plant and equipment | 447 | 7,031 | 7,478 | - | 7,478 |
Intangible assets - computer software | - | 2,406 | 2,406 | - | 2,406 |
Intangible assets - other intangible assets | 4,968 | 35,592 | 40,560 | 1,990 | 42,550 |
Total non-current assets | 5,415 | 45,029 | 50,444 | 1,990 | 52,434 |
Current assets | |||||
Trade and other receivables | 2,073 | 24,335 | 26,408 | (49) | 26,359 |
Total current assets | 2,073 | 24,335 | 26,408 | (49) | 26,359 |
Non-current liabilities | |||||
Deferred income tax liabilities | - | (3,724) | (3,724) | (597) | (4,321) |
Total non-current liabilities | - | (3,724) | (3,724) | (597) | (4,321) |
Current liabilities | |||||
Trade and other payables | (1,213) | (21,621) | (22,834) | (17) | (22,851) |
Current income tax liabilities | - | (393) | (393) | - | (393) |
Total current liabilities | (1,213) | (22,014) | (23,227) | (17) | (23,244) |
Identifiable net assets acquired | 6,275 | 43,626 | 49,901 | 1,327 | 51,228 |
Intangible assets - goodwill | 4,193 | 53,778 | 57,971 | (1,327) | 56,644 |
Total consideration (enterprise value) | 10,468 | 97,404 | 107,872 | - | 107,872 |
Satisfied by: | |||||
Cash | 10,712 | 107,932 | 118,644 | - | 118,644 |
Net cash acquired | (244) | (10,528) | (10,772) | - | (10,772) |
Total consideration | 10,468 | 97,404 | 107,872 | - | 107,872 |
Goodwill is attributable to the future economic benefits arising from assets which are not capable of being individually identified and separately recognised. The significant factors giving rise to the goodwill include the value of the workforce and management teams within the businesses acquired and the enhancement of the competitive position of the Group in the marketplace and the strategic premium paid by UDG Healthcare plc to create the combined Group.
The intangible assets arising on the acquisitions are primarily related to the trade names, customer relationships and technology.
The acquisition related costs for all acquisitions, which amounted to €1,440,000 (2013: €308,000), are presented separately in the income statement.
The Group's results for the period ended 31 March 2014 includes the following amounts in respect of the businesses acquired during the period:
MCG |
KP360 | 2014 Total | |
€'000 | €'000 | €'000
| |
Revenue | 5,792 | 8,903 | 14,695 |
Gross profit | 2,296 | 2,399 | 4,695 |
Distribution expenses | (1,488) | (1,587) | (3,075) |
Other operating expenses* | (313) | (82) | (395) |
Operating profit | 495 | 730 | 1,225 |
Net interest expense | (142) | (203) | (345) |
Profit before tax | 353 | 527 | 880 |
Income tax | (117) | (128) | (245) |
Profit after tax | 236 | 399 | 635 |
*Other operating expenses consists of amortisation of intangible assets.
Had these acquisitions been effected on 1 October 2013, the combined Group would have recorded total revenue of €1,098,983,000 and profit after interest and tax for the financial period of €10,277,000.
13. Employee benefits
Employee | Employee | Employee | |
benefit | benefit | benefit | |
asset | liability | Total | |
€'000 | €'000 | €'000 | |
Employee benefit asset/(liability) at 1 October 2013 | 13,692 | (18,390) | (4,698) |
Current service cost | (617) | (361) | (978) |
Interest on scheme obligations | 290 | (339) | (49) |
Contributions paid | - | 2,399 | 2,399 |
Actuarial gain/(loss) | 689 | (1,981) | (1,292) |
Translation adjustment | (300) | (27) | (327) |
Employee benefit asset/(liability) at 31 March 2014 | 13,754 | (18,699) | (4,945) |
Employee | Employee | Employee | |
benefit | benefit | benefit | |
asset | liability | Total | |
€'000 | €'000 | €'000 | |
Employee benefit asset/(liability) at 1 October 2012 | 13,619 | (22,051) | (8,432) |
Current service cost* | (638) | (311) | (949) |
Interest on scheme obligations* | 229 | (428) | (199) |
Contributions paid | - | 1,057 | 1,057 |
Actuarial gain | 971 | 429 | 1,400 |
Translation adjustment* | 129 | 208 | 337 |
Employee benefit asset/(liability) at 31 March 2013 restated | 14,310 | (21,096) | (6,786) |
* 2013 comparatives have been re-stated in accordance with IAS19: Employee Benefits (Revised) as detailed in Note 2.
As set out in the consolidated financial statements for the year ended 30 September 2013, the Group operates a number of defined benefit pension schemes which are funded by the payments of contributions to separately administered trust funds. The employee benefit asset relates to the United States pension scheme and the employee benefit liability relates to the Republic of Ireland and Northern Ireland pension schemes. The actuarial loss during the current period primarily relates to a decrease in the discount rates in respect of the Northern Ireland and Republic of Ireland schemes. The change in the discount rate within the schemes is reflective of changes in bond yields during the period. The United States scheme has an actuarial gain in the current period resulting from a higher than expected return on plan assets. The majority of the other assumptions used to derive the actuarial valuations at 31 March 2014 are unchanged from the assumptions used at 30 September 2013.
The principal assumptions and associated changes are as follows:
Republic of Ireland Schemes | United States Scheme | Northern Ireland Scheme |
| |||||||||||
As at | As at | As at | As at | As at | As at |
| ||||||||
31 March | 30 Sept | 31 March | 30 Sept | 31 March | 30 Sept |
| ||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 |
| ||||||||
Rate of increase in salaries | 3.00% | 3.00% | 2.75-4.00% | 2.75-4.00% | 0.00% | 0.00% |
| |||||||
Rate of increase in pensions | 0-2.00% | 0-2.00% | 0.00% | 0.00% | 2.00-3.40% | 2.00-3.40% |
| |||||||
Inflation rate | 2.00% | 2.00% | 2.75% | 2.75% | 3.00% | 2.90% |
| |||||||
Discount rate | 3.60% | 3.90% | 4.10% | 4.30% | 4.50% | 4.80% |
| |||||||
14. Financial instruments
The fair values of financial assets and financial liabilities, together with the carrying amounts in the condensed consolidated balance sheet at 31 March 2014, are as follows:
Carrying | Fair | |||||
value | value | |||||
€'000 | €'000 | |||||
Financial assets | ||||||
Trade and other receivables | 366,653 | 366,653 | ||||
Derivative financial instruments | 1,857 | 1,857 | ||||
Cash and cash equivalents | 95,530 | 95,530 | ||||
464,040 | 464,040 | |||||
Financial liabilities | ||||||
Trade and other payables | 374,328 | 374,328 | ||||
Interest bearing loans and borrowings | 401,893 | 400,524 | ||||
Finance lease liabilities | 68 | 68 | ||||
Bank overdrafts | 1,535 | 1,535 | ||||
Derivative financial instruments | 31,804 | 31,804 | ||||
Deferred contingent consideration | 25,204 | 25,204 | ||||
Restructuring costs | 1,596 | 1,596 | ||||
Onerous leases | 1,541 | 1,541 | ||||
837,969 | 836,600 |
The fair values of the financial assets and liabilities disclosed in the above tables have been determined using the methods and assumptions set out below.
Trade and other receivables/payables
For receivables and payables, the carrying value less impairment provision, where appropriate is deemed to reflect fair value.
Cash and cash equivalents
For cash and cash equivalents, the nominal amount is deemed to reflect fair value.
Interest-bearing loans and borrowings
The fair value of interest-bearing loans and borrowings is based on the fair value of the expected future principal and interest cash flows discounted at interest rates effective at the balance sheet date and adjusted for movements in credit spreads.
Finance lease liabilities
For finance lease liabilities, the fair value is the present value of future cash flows discounted at current market rates.
Provisions
The fair value of deferred consideration and other provisions represents the best estimate of amounts which may become payable in the future. These amounts are discounted to present value using appropriate risk adjusted discount rates. The fair value of contingent consideration represents provision for the net present value of the amounts expected to be payable in respect of acquisitions which are subject to earn out agreements.
Derivative financial instruments
The fair value of interest rate swaps and forward exchange contracts is the estimated amount that the Group would receive or pay to terminate the swap at the balance sheet date, taking into account current interest rates.
The Group has adopted the following fair value hierarchy in relation to its financial instruments that are carried in the balance sheet at fair value as at the period end:
• Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2 - inputs, other than quoted prices included within Level 1, that are observable for the asset or liability either directly (as prices) or indirectly (derived from prices); and
• Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The following table sets out the fair value of all financial instruments whose carrying value is at fair value:
Total | Level 1 | Level 2 | Level 3 | ||||
€'000 | €'000 | €'000 | €'000 | ||||
Assets measured at fair value | |||||||
Designated as hedging instruments | |||||||
Interest rate swaps | 474 | - | 474 | - | |||
Forward exchange contracts | 1,383 | - | 1,383 | - | |||
1,857 | - | 1,857 | - | ||||
Liabilities measured at fair value | |||||||
At fair value through profit or loss | |||||||
Deferred contingent consideration | 25,204 | - | - | 25,204 | |||
Designated as hedging instruments | |||||||
Forward exchange contracts | 31,804 | - | 31,804 | - | |||
57,008 | - | 31,804 | 25,204 |
All derivatives entered into by the Group are included in Level 2 and consist of interest rates swaps and forward currency exchange contracts. Where derivatives are traded on exchanges, the Group uses the closing prices at the reporting date. Normally, the derivatives entered into by the Group are not traded on active markets. The fair values of these contracts are estimated using a valuation technique that maximises the use of observable market inputs, e.g. market exchange.
Deferred contingent consideration is included in Level 3. Details of movement in the period are included in Note 11. The deferred contingent consideration liability arose from acquisitions completed by the Group over the last three years. The fair value is determined considering the expected payment, discounted to present value using a risk adjusted discounted rate. The expected payment is determined by considering the possible scenarios under each of the individual earn out agreements, and the probability of each scenario.
15. Dividends
The Board has declared an interim dividend of 2.69 cent per share. This dividend has not been provided for in the balance sheet at 31 March 2014 as there was no present obligation to pay the dividend at the reporting date. During the first half of the financial year, the final dividend for 2013 (6.95 cent per share), was paid giving rise to a reduction in shareholders' funds of €16,773,000.
16. Foreign currency
The exchange rates used in translating sterling and dollar balance sheets and income statements were as follows:
31 March | 31 March | ||
2014 | 2013 | ||
€1=Stg£ | €1=Stg£ | ||
Balance sheet (closing rate) | 0.8267 | 0.8433 | |
Income statement (average rate) | 0.8345 | 0.8286 | |
€1=US$ | €1=US$ | ||
Balance sheet (closing rate) | 1.3797 | 1.2818 | |
Income statement (average rate) | 1.3658 | 1.3087 |
17. Related parties The Group trades in the normal course of business with its joint venture undertakings. The aggregate value of these transactions is not material in the context of the Group's financial results.
IAS 24 Related Party Disclosures requires the disclosure of compensation paid to the Group's key management personnel. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group. UDG Healthcare classifies directors, the Company Secretary and members of its executive team as key management personnel. This executive team is the body of senior executives that formulates business strategy along with the directors, follows through on the implementation of that strategy and directs and controls the activities of the Group on a day to day basis.
Key management personnel receive compensation in the form of short-term employee benefits, post-employment benefits and equity compensation benefits. Key management personnel received total compensation of €3,043,000 for the six months ended 31 March 2014 (2013: €2,617,000).
18. Board Approval
This interim report was approved by the Board of Directors of UDG Healthcare plc on 12 May 2014.
Related Shares:
UDG.L