1st Dec 2011 07:00
1 December 2011
Consort Medical plc
Interim results for the six months ended 31 October 2011
Consort Medical plc delivers record first half revenues and profits.
Consort Medical plc (LSE: CSRT), a leader in drug delivery and device technologies, today announces a strong performance during the six months ended 31 October 2011.
Highlights:
·; Revenues from products and services up 5% to £68.8m (2010: £65.6m)
·; Earnings before interest, tax depreciation and amortisation (EBITDA) up 16% to £16.2m (2010: £14.0m)
·; Operating profit before special items up 11% to £11.2m (2010: £10.1m)Operating profit up 36% to £12.4m (2010: £9.2m)
·; Profit before tax and special items up 22% to £10.2m (2010: £8.4m)Profit before tax up 54% to £11.5m (2010: £7.5m)
·; Adjusted earnings per share up 25% to 26.7p (2010: 21.3p)
Basic earnings per share up 53% to 30.3p (2010: 19.8p)
·; Interim dividend maintained at 7.0p per share (2010: 7.0p per share)
·; Strong volume growth in Bespak's core respiratory business
·; Two new nasal development contracts diversifying Bespak into new drug delivery markets
·; New medicinal nicotine delivery device development contract
·; King underlying trading solid with King Vision initial sales progressing well.
Jon Glenn, Chief Executive Officer, commented:
"We are pleased to report a record set of results in what can only be described as a challenging and uncertain global economic environment. Our strategy to deliver sustainable organic growth is now delivering ahead of expectations and we are confident for the outlook for the rest of the year and beyond."
Enquiries:
Consort Medical plc | Tel: +44 (0) 1442 867920 |
Jonathan Glenn, Chief Executive Officer | |
Toby Woolrych, Group Finance Director | |
Brunswick | Tel: +44 (0) 20 7404 5959 |
Jon Coles/Justine McIlroy |
Consort Medical plc is a leader in medical devices for drug delivery and device technologies. The Group develops drug delivery systems for the pharmaceutical industry and disposable airway management products for critical care settings in hospitals and for use by the Emergency Medical Services ("EMS").
Consort Medical develops and manufactures drug delivery devices, including metered dose inhaler valves, autoinjectors, needle free injectors, actuators, dry powder inhalers and nasal delivery devices, POC diagnostics devices, and devices for use by anaesthetists and other medical professionals such as disposable facemasks, breathing circuits, video laryngoscopes and laryngeal tubes. The Group has a Head Office in Hemel Hempstead, UK and manufacturing facilities in King's Lynn, Norfolk, and Nelson, Lancashire in the UK, Indianapolis, Indiana and Kent, Ohio in the US. Consort Medical is a public company quoted on the full list of the London Stock Exchange (LSE: CSRT).
Consort Medical plc
Interim results for the six months ended 31 October 2011
We are very pleased to report that Consort Medical has continued to grow in a difficult global economic environment and has delivered record first half revenues and profits. Consort Medical's businesses have strong franchises and profitable platforms, which underpin a growing range of opportunities for organic growth over the medium term.
Consort Medical has two business divisions: Bespak and King Systems.
·; The Bespak Division is a world leading manufacturer of drug delivery devices. It is a market leader in the supply of devices for respiratory applications to global pharmaceutical companies and has a number of self-injection products approaching market launch. It has most recently diversified into Point-of-Care diagnostic devices and nasal drug delivery devices.
·; King Systems Division is a leading US supplier of life-saving patient care solutions to the global anaesthesia market: including breathing circuits, face masks and other disposable airway management and airway visualisation products. These are sold to anaesthetists in hospitals and to emergency medical practitioners.
Group interim results
In the six months to 31 October 2011, revenue from products and services grew by 5% to £68.8m (2010: £65.6m). Bespak delivered good revenue growth with a continuing strong performance from its respiratory business, while King Systems saw a drop in revenue due mainly to pipeline fill in the comparable period last year, and due to the translation effect of a weaker dollar. Total revenue was £71.1m (2010: £69.6m), which included £2.4m (2010: £4.0m) of customer tooling costs which are passed directly on to customers.
Operating profit before special items grew by 11% to £11.2m (2010: £10.1m), with strong volumes driving further margin growth in Bespak. EBITDA rose by 16% to £16.2m (2010: £14.0m). Profit before tax and special items rose by 22% to £10.2m (2010: £8.4m). Profit before tax rose 54% to £11.5m (2010: £7.5m), with organic growth further boosted by a one-off credit to special items and finance expenses due to the reversal of historic provisions.
Basic earnings per share rose by 53% to 30.3p (2010: 19.8p). Earnings per share, adjusted for special items, rose by 25% to 26.7p (2010: 21.3p) The Group's underlying tax rate fell from 27% to 25% mainly as a result of the continuing reduction in the rate of UK corporation tax.
Net debt rose during the period as we continued planned capital and working capital investment activities to support growth. As at 31 October 2011, net debt was £42.6m (31 October 2010: £31.8m), which at 1.3 times EBITDA remains comfortably within our borrowing covenants and facilities.
The Board is maintaining an interim dividend of 7.0p per share, which is payable on 17 February 2012 to those shareholders on the register on 20 January 2012.
Notes regarding financial definitions:
·; All references to revenues are to revenues from goods and services, unless otherwise stated. It excludes revenues from sales of tooling to customers, which are passed on at cost as and when incurred.
·; All references to operating profit are before special items unless otherwise stated.
·; All references to operating margin refer to operating profit before special items as a percentage of revenues from goods and services
The above definitions are those used by the Group's management in the operation of the business
Strategy
The last year has seen us successfully delivering on our strategy: to focus on building and strengthening our core businesses through new product innovation, diversification and higher value business models. We have made particularly good progress in further diversifying the Group into adjacent markets and technologies which leverage our exceptional capabilities in drug delivery and medical device technologies. We have won two nasal drug delivery contracts, one of which includes our handling drugs for the first time, reflecting our strategy of moving up the value chain. We additionally announce today another development contract in the respiratory segment that will also involve our handling of drugs into the finished product. We have launched the innovative King Vision video laryngoscope into the global market. Finally, we have invested further in Atlas Genetics' Point of Care technology alongside new blue chip diagnostics companies. While we focus on delivering this expanding portfolio of new products over the coming years, we will also continue to manage costs aggressively in order to maintain and increase margins in the current demanding economic environment. We are confident that this strategy will deliver our target of sustained profit growth over the medium term.
Business performance
Bespak Division
Bespak is a leading drug delivery device manufacturer which has some of the world's top pharmaceutical companies as its largest customers. It has focused historically on the inhalation market, with devices primarily used to treat asthma and COPD (Chronic Obstructive Pulmonary Disease). Over 300 million people worldwide have been diagnosed with these diseases and Bespak devices deliver over one third of their inhaled medication. Bespak moulds or sources over 3 billion parts a year to make 500 million products, from valves and actuators to complete devices. More recently, the strategy has expanded to seek other opportunities in which Bespak can leverage its design and manufacturing skills within the regulated healthcare markets. With Bespak's acquisition in 2009 of its injectables business, Bespak broadened its product portfolio to include the growing autoinjector market, which allows patients to self-administer a range of drugs including an expanding portfolio of biological products. During 2011, Bespak has won contracts in the nasal drug delivery and the Point of Care diagnostics segments.
Bespak enjoyed a very strong six months to 31 October 2011, with revenues up 17% to £47.9m (2010: £41.0m). Operating profit rose by 24% to £9.3m (2010: £7.5m) and operating margins increased over the period to 19.5% (2010: 18.3%). The valve business performed particularly well: customer demand was generally positive, supplemented by high demand from a smaller number of customers. Valve volumes grew by 22% and devices revenues also grew by 17%, with increased demand for Diskus® and our second GSK dose counter manufacturing line coming on stream. We are pleased to report that we have now been awarded a third GSK dose counter line, which will be commissioned by summer 2012.
Good progress continued to be made across Bespak's development portfolio. INJ300, an autoinjector for Dr Reddys Laboratories, continues to await FDA approval, which is expected by the end of our fiscal year. Pre-launch validation runs are being conducted and tested at the subcontractor assembler. All other programmes have achieved milestones on schedule for expected launch as previously communicated. Installation of a new clean room and assembly line to manufacture our proprietary dose counter for the IDC220 programme is complete, with the capacity available from early 2012. We have also added three new programmes to the pipeline during the period. Two of them are nasal drug delivery programmes, one of which will use our own proprietary Unidose™technology and will involve Bespak handling the drug during product assembly.
We are also delighted to report today that we have been awarded a development agreement to scale up for manufacture a novel device to safely deliver medicinal nicotine for those who wish to reduce or cease tobacco consumption. The device contains a proprietary refill valve to release controlled doses of a nicotine-containing formulation from a reservoir into a substitute cigarette-like device. The technology has been developed by Kind Consumer Ltd and will be distributed by Nicoventures, a subsidiary of British American Tobacco PLC. The device will be subject to approval and regulation by the Medicines and Healthcare products Regulatory Agency ("MHRA") and is anticipated for launch in our financial year ending April 2014. Bespak's role will include our proprietary valve supply, device manufacture and incorporation of the formulation reservoir into final packaging. An MHRA licence for clinical trial manufacture has already been obtained.
Finally, we were delighted to extend our investment in Atlas Genetics, the Point of Care diagnostics company in which we made an initial investment in February 2011. In July 2011, we joined with a consortium that includes two leading international diagnostics companies, to invest up to £17m over three years (of which Consort Medical's share would be £2.9m) to accelerate and broaden Atlas' route to market.
King Systems Division
King Systems is a leading US manufacturer of medical devices used by anaesthetists and emergency practitioners to establish manage and maintain patient airways: our products are used in around 10 million procedures every year. Products include anaesthesia circuits, masks, breathing bags, laryngeal tubes and visualisation devices.
Total sales fell by 15% at actual exchange rates to £21.0m (10% at constant exchange rates to $33.9m). The fall in USD terms was largely due to the impact of a sustained pipeline fill in the same period last year. Sales data of hospital consumption suggests that King has maintained its market share over the past twelve months but that the end market is flat to slightly down. The market is expected to remain challenging, with weak hospital demand and increasing compliance with Group Purchasing Organisation ("GPO") contracts for purchasing. In the light of this we have been very pleased to be included on the Novation GPO contract starting from January 2012. This will afford us the opportunity to win business with 2,500 hospitals under the Novation contract that may otherwise not have been available to us.
Operating margins fell due to weaker volumes, higher material costs and the impact of duplicated manufacturing lines from our transformation programme to 8.8% (2010: 10.5%) and operating profits fell by 28% at actual exchange rates (25% at constant exchange rates) to £1.9m. Progress continues with our transformation programme. The automated Flex 2 circuit line has performed above expectations in the first half of the year, with encouraging performance metrics. The mask autoline and breathing bag dip lines will be installed in the second half of the year, with production initiating around year end. The H&M facility at Kent Ohio is expected to close in the third calendar quarter of 2012, around three to four months later than scheduled.
Shipments of King Systems' important new product, the King Vision digital video laryngoscope, commenced in June 2011. Revenues have been in line with our expectations and feedback has been very positive. Following initial presentations and subsequent trials, 85% of US anaesthetists who have trialed the product have expressed an intention to purchase. Early opportunities include Emergency Medical Service ("EMS") settings, where the low cost of deployment compared to alternatives is most compelling. International shipments have also been encouraging following a phased roll out around the world, with the product being approved in 26 countries since launch.
Financial
Special items in the period included a net credit to restructuring charges of £2.3m. This was a result of the reversal of asset impairments and an onerous contract provision taken in 2009 regarding the IAC subsidiary of Bespak that manufactures aluminium ferrules for Bespak and others as well as other personal care products. The business has subsequently returned to sustainable profitability and in October signed a long term supply contract with its largest customer. The reversal also included a £0.3m credit to finance expenses.
We are also pleased to report that the Bespak defined benefit pension scheme had returned to surplus as at 30 April 2011 at the time of its triennial valuation, following a sustained period of increased contributions by the company. As a result, deficit-reduction contributions that had amounted to £2.9m per annum have now ceased, which will benefit operating cashflows. The IAS19 accounting valuation as at 31 October 2011 shows a modest deficit, but this will not have an impact on the resumption of any further deficit payments.
Outlook
Following this strong performance in the first half, we believe that the group will deliver solid results slightly ahead of expectations for the year ending 30 April 2012. The Board further believes that the launch of the King Vision and the progress in the Bespak development portfolio will underpin medium term revenue and profit growth. Our solid balance sheet and cash flows will allow the business to continue investing substantially in R&D, capital programmes and, where value enhancing to our shareholders, in acquisitions.
Enquiries:
Consort Medical plc | |
Jonathan Glenn, Chief Executive | Tel: +44 (0) 1442 867920 |
Toby Woolrych, Group Finance Director | Tel: +44 (0) 1442 867920 |
Brunswick | |
Jon Coles/Justine McIlroy | Tel: +44 (0) 20 7404 5959 |
Independent review report to Consort Medical plc
Introduction
We have been engaged by the company to review the condensed consolidated interim financial information in the half-yearly financial report for the six months ended 31 October 2011, which comprises the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Consolidated Cash flow Statement, the Consolidated Statement of Changes in Shareholders' Equity and related notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.
Our responsibility
Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of the Disclosure and Transparency Rules of the Financial Services Authority and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 31 October 2011 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
PricewaterhouseCoopers LLPChartered Accountants
Cambridge
30 November 2011
Notes:
(a) The maintenance and integrity of the Consort Medical plc website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.
(b) Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Statement of directors' responsibilities
The directors confirm, to the best of their knowledge, that these condensed consolidated interim financial statements have been prepared in accordance with IAS 34 as adopted by the European Union. The interim management report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely:
·; 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 financial year; and
·; Material related-party transactions in the first six months of the financial year and any material changes in the related party transactions described in the last Annual Report.
The directors of Consort Medical plc are listed in the Consort Medical plc Annual Report for the year ended 30 April 2011. A list of current directors is maintained on the Consort Medical plc website: www.consortmedical.com.
By order of the Board
Toby Woolrych
Group Finance Director
30 November 2011
Consolidated Income Statement | ||||
For the period 1 May to 31 October 2011 | ||||
Unaudited 1 May to 31 October 2011 | Unaudited 1 May to 31 October 2010 | Audited 1 May 2010 to 30 April 2011 | ||
Notes | ||||
£000 | £000 | £000 | ||
Revenue from products and services | 68,762 | 65,566 | 126,806 | |
Revenue from tooling and equipment | 2,358 | 4,011 | 5,567 | |
Revenue | 2 | 71,120 | 69,577 | 132,373 |
Operating expenses | (58,680) | (60,405) | (116,595) | |
Operating profit before special items | 11,183 | 10,087 | 20,452 | |
Special items | 3 | 1,257 | (915) | (4,674) |
Operating profit | 2 | 12,440 | 9,172 | 15,778 |
Finance income | 1 | 25 | 28 | |
Finance costs | (1,241) | (1,310) | (2,461) | |
Other finance income / (costs) | 4 | 282 | (410) | (645) |
Profit before tax and special items | 10,225 | 8,392 | 17,374 | |
Special items | 3 | 1,257 | (915) | (4,674) |
Profit before tax | 11,482 | 7,477 | 12,700 | |
Tax on profit before special items | (2,564) | (2,263) | (4,261) | |
Tax on special items | 3 | (219) | 481 | 1,917 |
Tax | 5 | (2,783) | (1,782) | (2,344) |
Profit for the financial period | 8,699 | 5,695 | 10,356 | |
Basic earnings per ordinary share | 6 | 30.3p | 19.8p | 36.0p |
Diluted earnings per ordinary share | 6 | 29.5p | 19.3p | 35.3p |
Non-GAAP measure: | ||||
Adjusted profit before tax (£000) | 10,225 | 8,392 | 17,374 | |
Adjusted profit after tax (£000) | 6 | 7,661 | 6,129 | 13,113 |
Adjusted earnings per ordinary share | 6 | 26.7p | 21.3p | 45.5p |
Adjusted diluted earnings per ordinary share | 6 | 25.9p | 20.7p | 44.7p |
Consolidated Statement of Comprehensive Income | ||||
For the period 1 May to 31 October 2011 | ||||
Unaudited 1 May to 31 October 2011 | Unaudited 1 May to 31 October 2010 | Audited 1 May 2010 to 30 April 2011 | ||
Notes | ||||
£000 | £000 | £000 | ||
Profit for the financial period | 8,699 | 5,695 | 10,356 | |
Other comprehensive income | ||||
Fair value movements on cash flow hedges (net of tax) | (243) | (206) | (63) | |
Currency translation differences (net of tax) | 1,225 | (1,526) | (2,971) | |
Actuarial gain / (loss) on defined benefit pension scheme (net of tax) |
12 | 3,264 | (2,289) | 5,088 |
Deferred tax on actuarial gain / (loss) | (1,120) | 467 | (1,926) | |
Impact of change in tax rates | (93) | - | (216) | |
Other comprehensive income / (loss) for the period | 3,033 | (3,554) | (88) | |
Total comprehensive income for the period | 11,732 | 2,141 | 10,268 |
Consolidated Balance Sheet | ||||||
At 31 October 2011 | ||||||
Notes | Unaudited 31 October 2011 | Unaudited 31 October 2010 | Audited 30 April 2011 | |||
£000 | £000 | £000 | ||||
Assets | ||||||
Non-current assets | ||||||
Property, plant and equipment | 8 | 54,858 | 47,427 | 51,539 | ||
Goodwill | 59,853 | 60,263 | 58,470 | |||
Other intangible assets | 13,658 | 15,514 | 14,457 | |||
Investments | 2,548 | - | 1,101 | |||
130,917 | 123,204 | 125,567 | ||||
Current assets | ||||||
Inventories | 17,331 | 13,119 | 15,335 | |||
Trade and other receivables | 19,976 | 17,966 | 17,801 | |||
Derivative financial instruments | - | - | 70 | |||
Current tax receivable | 537 | 61 | 964 | |||
Cash and cash equivalents | 8,494 | 8,410 | 7,211 | |||
46,338 | 39,556 | 41,381 | ||||
Liabilities | ||||||
Current liabilities | ||||||
Borrowings | (4,004) | (3,117) | (4,007) | |||
Loan notes | (20) | (24) | (24) | |||
Trade and other payables | 9 | (20,368) | (21,637) | (22,929) | ||
Derivative financial instruments | (674) | (538) | (348) | |||
Current tax payable | (3,096) | (2,623) | (2,455) | |||
Provisions for other liabilities and charges | (3,399) | (3,091) | (2,597) | |||
(31,561) | (31,030) | (32,360) | ||||
Net current assets | 14,777 | 8,526 | 9,021 | |||
Non-current liabilities | ||||||
Borrowings | (47,049) | (37,033) | (36,935) | |||
Deferred taxation | (7,533) | (5,112) | (6,711) | |||
Defined benefit pension scheme deficit | 12 | (2,094) | (14,348) | (6,405) | ||
Provisions for other liabilities and charges | (1,600) | (1,427) | (4,919) | |||
(58,276) | (57,920) | (54,970) | ||||
Net assets | 87,418 | 73,810 | 79,618 | |||
Shareholders' equity | ||||||
Share capital | 2,895 | 2,895 | 2,895 | |||
Share premium | 32,392 | 32,383 | 32,385 | |||
Retained earnings | 51,143 | 37,224 | 44,332 | |||
Other reserves | 988 | 1,308 | 6 | |||
Total equity | 87,418 | 73,810 | 79,618 |
Consolidated Cash Flow Statement | ||||
For the period 1 May to 31 October 2011 | ||||
Unaudited 1 May to 31 October 2011 | Unaudited 1 May to 31 October 2010 | Audited 1 May 2010 to 30 April 2011 | ||
£000 | £000 | £000 | ||
Notes | ||||
Cash flows from operating activities | ||||
Profit on ordinary activities before taxation | 11,482 | 7,477 | 12,700 | |
Finance income | (1) | (25) | (28) | |
Finance costs | 1,241 | 1,310 | 2,461 | |
Other finance costs | (282) | 410 | 645 | |
Operating profit from continuing operations | 12,440 | 9,172 | 15,778 | |
Depreciation | 3,058 | 3,170 | 6,146 | |
Amortisation | 1,194 | 1,627 | 2,957 | |
(Profit)/loss on disposal of property, plant and equipment | (1) | (3) | 88 | |
Impairment credit | (459) | - | - | |
Share based payments | 473 | 378 | 299 | |
Increase in inventories | (1,882) | (1,287) | (3,733) | |
Increase in trade and other receivables | (1,984) | (574) | (752) | |
Decrease in trade and other payables | (1,204) | (187) | (476) | |
(Decrease)/increase in provisions | (2,160) | (1,958) | 1,086 | |
(Decrease)/increase in financial instruments | 64 | (89) | (57) | |
Cash generated from continuing operations | 9,539 | 10,249 | 21,336 | |
Interest paid | (1,242) | (1,092) | (2,508) | |
Tax paid | (1,706) | (947) | (2,748) | |
Net cash inflow from operating activities | 6,591 | 8,210 | 16,080 | |
Cash flows from investing activities | ||||
Purchases of property, plant and equipment | (7,139) | (2,537) | (8,271) | |
Purchases of intangible assets | (193) | (110) | (687) | |
Proceeds from sale of property, plant and equipment | 6 | 16 | 48 | |
Interest received | 107 | 24 | 28 | |
Purchase of equity investment | (1,447) | - | (1,101) | |
Net cash used in investing activities | (8,666) | (2,607) | (9,983) | |
Cash flows from financing activities | ||||
Proceeds from issue of ordinary share capital | 7 | 5 | 7 | |
Purchase of own shares | (1,000) | (500) | (750) | |
Equity dividends paid to shareholders | 7 | (3,474) | (3,486) | (5,499) |
Proceeds from new bank funding | 10,971 | - | 3,000 | |
Repayment of amounts borrowed | (1,864) | (7,784) | (8,780) | |
Finance lease payments | (7) | (18) | (29) | |
Payments to fund defined benefit pension scheme deficit | (1,428) | (1,428) | (2,856) | |
Net cash generated from / (used in) financing activities | 3,205 | (13,211) | (14,907) | |
Net increase / (decrease) in cash | 11 | 1,130 | (7,608) | (8,810) |
Effects of exchange rate changes | 153 | (79) | (76) | |
Cash at start of the period | 7,211 | 16,097 | 16,097 | |
Cash at the end of the period | 8,494 | 8,410 | 7,211 |
Consolidated Statement of Changes in Shareholders' Equity | ||||||
Attributable to equity holders of the Company | ||||||
Other reserves | ||||||
Share capital | Share premium | Retained earnings | Cash flow hedge reserve | Translation reserve | Total equity | |
£000 | £000 | £000 | £000 | £000 | £000 | |
Balance at 1 May 2010 (audited) | 2,895 | 32,378 | 36,773 | (188) | 3,228 | 75,086 |
Profit for the financial period | - | - | 5,695 | - | - | 5,695 |
Other comprehensive loss for the financial period | - | - | (1,822) | (206) | (1,526) | (3,554) |
Total comprehensive income / (loss) for the financial period | - | - | 3,873 | (206) | (1,526) | 2,141 |
Recognition of share-based payments | - | - | 378 | - | - | 378 |
Proceeds from exercise of share options | - | 5 | - | - | - | 5 |
Movement on tax arising on share-based payments | - | - | 186 | - | - | 186 |
Consideration paid for purchase of own shares (held in trust) | - | - | (500) | - | - | (500) |
Equity dividends | - | - | (3,486) | - | - | (3,486) |
- | 5 | (3,422) | - | - | (3,417) | |
Balance at 31 October 2010 (unaudited) | 2,895 | 32,383 | 37,224 | (394) | 1,702 | 73,810 |
Balance at 1 May 2010 (audited) | 2,895 | 32,378 | 36,773 | (188) | 3,228 | 75,086 |
Profit for the financial year | - | - | 10,356 | - | - | 10,356 |
Other comprehensive income / (loss) for the financial year | - | - | 2,946 | (63) | (2,971) | (88) |
Total comprehensive income / (loss) for the financial year | - | - | 13,302 | (63) | (2,971) | 10,268 |
Recognition of share-based payments | - | - | 299 | - | - | 299 |
Proceeds from exercise of share options | - | 7 | - | - | - | 7 |
Movement on tax arising on share-based payments | - | - | 207 | - | - | 207 |
Consideration paid for purchase of own shares (held in trust) | - | - | (750) | - | - | (750) |
Equity dividends | - | - | (5,499) | - | - | (5,499) |
- | 7 | (5,743) | - | - | (5,736) | |
Balance at 30 April 2011 (audited) | 2,895 | 32,385 | 44,332 | (251) | 257 | 79,618 |
Balance at 1 May 2011 (audited) | 2,895 | 32,385 | 44,332 | (251) | 257 | 79,618 |
Profit for the financial period | - | - | 8,699 | - | - | 8,699 |
Other comprehensive income /(loss) for the financial period | - | - | 2,051 | (243) | 1,225 | 3,033 |
Total comprehensive income/(loss) for the financial period | - | - | 10,750 | (243) | 1,225 | 11,732 |
Recognition of share-based payments | - | - | 473 | - | - | 473 |
Proceeds from exercise of employee share options | - | 7 | - | - | - | 7 |
Movement on tax arising on share-based payments | - | - | 62 | - | - | 62 |
Consideration paid for purchase of own shares (held in trust) | - | - | (1,000) | - | - | (1,000) |
Equity dividends | - | - | (3,474) | - | - | (3,474) |
- | 7 | (3,939) | - | - | (3,932) | |
Balance at 31 October 2011 (unaudited) | 2,895 | 32,392 | 51,143 | (494) | 1,482 | 87,418 |
Notes to the Interim Accounts
1 Basis of preparation
The Company is a limited liability company incorporated and domiciled in the UK. The address of its registered office is Breakspear Park, Breakspear Way, Hemel Hempstead, Herts HP2 4UL. The Company is listed on the London Stock Exchange.
This condensed consolidated interim financial information was approved for issue on 30 November 2011.
This condensed consolidated interim financial information does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 30 April 2011 were approved by the Board of directors on 15 June 2011 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.
This condensed consolidated interim financial information has been reviewed, not audited.
This condensed consolidated interim financial information for the six months ended 31 October 2011 has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority and with IAS 34, 'Interim financial reporting', as adopted by the European Union. The condensed consolidated interim financial information should be read in conjunction with the annual financial statements for the year ending 30 April 2011, which have been prepared in accordance with IFRSs as adopted by the European Union.
Accounting policies
The accounting policies applied are consistent with those of the annual financial statements for the year ended 30 April 2011, as described in those annual financial statements. Taxes on income in the interim periods are accrued using the estimated tax rate that would be applicable to expected total annual earnings.
There are no new standards, amendments to standards or interpretations that are effective for the financial year beginning 1 May 2011 that are relevant to the Group. The changes to financial instrument disclosures arising from amendments to IAS 34 Interim Financial Reporting and IFRS 7 Financial Instruments: Disclosures have had no impact on the Group. A full list of new standards in issue but not yet effective will appear in the Group's annual financial statements for the year ending 30 April 2012.
Non-GAAP performance measures
The directors believe that the "adjusted" profit and earnings per share measures provide additional useful information for shareholders on the underlying performance of the business. These measures are consistent with how business performance is measured internally. The adjusted profit before tax mesaure is not a recognised profit measure under IFRS and may not be directly comparable with "adjusted" profit measures used by other companies.
EBITDA comprises operating profit before depreciation, amortisation, profit or loss on disposal of property, plant and equipment and impairment credits or charges.
2. Segmental information | |||||||
The Group's chief operating decision maker is considered to be the Executive Committee. This committee is responsible for the executive management of the Group and comprises the Chief Executive, the Group Finance Director, the Corporate Development Director, the Group Director of Operations, the Company Secretary/General Counsel, the Managing Directors of the Group's businesses and the Director of Human Resources. This committee meets monthly to make decisions on operational and strategic matters other than those reserved for the Board.
The Group's operating segments are determined with reference to the information that is supplied to the Executive Committee in order for it to allocate the Group's resources and to monitor the performance of the Group. That information analyses the Group between its two divisions, Bespak and King Systems. Bespak is the drug delivery device division, a market leader in the supply of valves and other devices for respiratory applications and autoinjectors and other devices to global pharmaceutical and diagnostics companies. King Systems is a leading supplier of life-saving patient care solutions to the US anaesthesia market including breathing circuits, face masks and other disposable airway management and airway visualisation products.
The Executive Committee assesses the performance of the operating segments based on a measure of adjusted operating profit. This measurement basis excludes the effects of special items from the operating segments. Net assets exclude taxation, net debt and investments, which are managed on a central basis. These are part of the reconciliation to total net assets. Transactions between operating segments are at arm's length and are eliminated as part of the reconciliation to the Group's results and financial position.
The segment information provided to the Executive Committee for the reportable segments for the period ended 31 October 2011 is as follows: | |||||||
(a) Revenue | |||||||
Unaudited | Unaudited | Audited | |||||
Revenue by business | 1 May to | 1 May to | 1 May 2010 to | ||||
31 October | 31 October | 30 April | |||||
2011 | 2010 | 2011 | |||||
£000 | £000 | £000 | |||||
Revenue from products and services | 47,848 | 41,038 | 83,805 | ||||
Revenue from tooling and equipment | 2,358 | 4,011 | 5,567 | ||||
Bespak division (UK by origin) | 50,216 | 45,049 | 89,372 | ||||
King Systems division (US by origin) | 21,033 | 24,723 | 43,410 | ||||
Total revenues | 71,249 | 69,772 | 132,782 | ||||
Intra-segment revenues | (129) | (195) | (409) | ||||
Revenue | 71,120 | 69,577 | 132,373 | ||||
Unaudited | Unaudited | Audited | |||||
Revenue by destination | 1 May to | 1 May to | 1 May 2010 to | ||||
31 October | 31 October | 30 April | |||||
2011 | 2010 | 2011 | |||||
£000 | £000 | £000 | |||||
United Kingdom | 12,609 | 10,852 | 20,717 | ||||
United States of America | 26,004 | 28,273 | 50,411 | ||||
Europe | 24,358 | 23,114 | 45,675 | ||||
Rest of the World | 8,149 | 7,338 | 15,570 | ||||
Revenue | 71,120 | 69,577 | 132,373 |
2. Segmental information (continued) | |||||||
(b) Operating profit | |||||||
Unaudited | Unaudited | Audited | |||||
1 May to | 1 May to | 1 May 2010 to | |||||
31 October | 31 October | 30 April | |||||
2011 | 2010 | 2011 | |||||
£000 | £000 | £000 | |||||
Bespak division | 9,330 | 7,502 | 15,635 | ||||
King Systems division | 1,853 | 2,585 | 4,817 | ||||
Operating profit for reportable segments | 11,183 | 10,087 | 20,452 | ||||
Special items | 1,257 | (915) | (4,674) | ||||
Operating profit after special items | 12,440 | 9,172 | 15,778 | ||||
(c) Net assets | |||||||
Unaudited | Unaudited | Audited | |||||
Net assets by business segment | 31 October | 31 October | 30 April | ||||
2011 | 2010 | 2011 | |||||
£000 | £000 | £000 | |||||
Bespak division | 66,231 | 46,284 | 55,710 | ||||
King Systems division | 71,310 | 66,964 | 64,764 | ||||
Total reportable segments | 137,541 | 113,248 | 120,474 | ||||
Investments | 2,548 | - | 1,101 | ||||
Taxation | (10,092) | (7,674) | (8,202) | ||||
Net debt | (42,579) | (31,764) | (33,755) | ||||
Net assets | 87,418 | 73,810 | 79,618 | ||||
Exchange rates | 31 October | 31 October | 30 April | ||||
2011 | 2010 | 2011 | |||||
Average rate of exchange - USD | 1.60 | 1.53 | 1.56 | ||||
Closing rate of exchange - USD | 1.61 | 1.60 | 1.67 | ||||
3. Special items | |||||||
1 May to | 1 May to | 1 May 2010 to | |||||
31 October | 31 October | 30 April | |||||
2011 | 2010 | 2011 | |||||
£000 | £000 | £000 | |||||
Exceptional operating expenses | 2,321 | 574 | (1,993) | ||||
Amortisation of acquired intangible assets | (1,064) | (1,489) | (2,681) | ||||
Special items before tax | 1,257 | (915) | (4,674) | ||||
Tax on special items | (219) | 481 | 1,917 | ||||
Special items after tax | 1,038 | (434) | (2,757) | ||||
Exceptional operating expenses in the period comprised credits to reverse an onerous lease provision (£1,641,000) and asset impairment (£750,000) at the Group's IAC subsidiary. This was offset by restructuring charges in both Bespak and King Systems, transformation costs incurred at King Systems and due diligence costs.
Amortisation of acquired intangible assets represents the charge for other intangible assets acquired with King Systems and The Medical House. | |||||||
4. Other finance expenses | |||||||
1 May to | 1 May to | 1 May 2010 to | |||||
31 October | 31 October | 30 April | |||||
2011 | 2010 | 2011 | |||||
£000 | £000 | £000 | |||||
Expected return on defined benefit scheme assets | 1,974 | 1,757 | 3,558 | ||||
Interest cost on defined benefit scheme liabilities | (1,967) | (1,965) | (3,930) | ||||
Net interest income / (expense) on defined benefit scheme | 7 | (208) | (372) | ||||
Unwinding of discount on provisions | 275 | (202) | (273) | ||||
282 | (410) | (645) |
5. Tax | ||||||||
1 May to | 1 May to | 1 May 2010 to | ||||||
31 October | 31 October | 30 April | ||||||
2011 | 2010 | 2011 | ||||||
£000 | £000 | £000 | ||||||
UK corporation tax | 2,739 | 1,733 | 3,726 | |||||
Overseas taxation | 463 | 662 | 117 | |||||
Deferred taxation | (419) | (613) | (1,499) | |||||
Income tax expense reported in the consolidated income statement | 2,783 | 1,782 | 2,344 | |||||
The tax charge is analysed between: | ||||||||
Tax on profit before special items | 2,564 | 2,263 | 4,261 | |||||
Tax on special items | 219 | (481) | (1,917) | |||||
2,783 | 1,782 | 2,344 | ||||||
The tax charge for the period ended 31 October 2011 is based on the estimated effective tax rate which will apply to earnings for the full year.
| ||||||||
6. Earnings per share | |||||||
1 May to 31 October 2011 | 1 May to 31 October 2010 |
1 May 2010 to 30 April 2011 | |||||
The calculation of earnings per ordinary share is based on the following: | |||||||
Profit for the financial period (£000) | 8,699 | 5,695 | 10,356 | ||||
Add back: Special items after tax (£000) | (1,038) | 434 | 2,757 | ||||
Adjusted profit for the financial period (£000) | 7,661 | 6,129 | 13,113 | ||||
Weighted average number of shares in issue | 28,946,863 | 28,943,988 | 28,944,870 | ||||
Weighted average number of shares owned by Employee Share Ownership Trust | (244,673) | (111,328) | (154,741) | ||||
Average number of ordinary shares in issue for basic earnings | 28,702,190 |
28,832,660 |
28,790,129 | ||||
Dilutive impact of share options outstanding | 822,959 | 707,391 | 550,257 | ||||
Diluted weighted average number of ordinary shares in issue | 29,525,149 |
29,540,051 |
29,340,386 | ||||
Basic earnings per ordinary share | 30.3p | 19.8p | 36.0p | ||||
Adjusted earnings per ordinary share | 26.7p | 21.3p | 45.5p | ||||
Diluted earnings per ordinary share | 29.5p | 19.3p | 35.3p | ||||
Adjusted diluted earnings per ordinary share | 25.9p | 20.7p | 44.7p |
7. Dividends | |||||
31 October | 31 October | 30 April | |||
2011 | 2010 | 2011 | |||
£000 | £000 | £000 | |||
Dividends | £000 | £000 | £000 | ||
Final dividend paid of 12.1p per share (2010: 12.1p) | 3,474 | 3,486 | 3,486 | ||
Interim dividend paid of 7.0p per share (2010: 7.0p) | - | - | 2,013 | ||
3,474 | 3,486 | 5,499 | |||
The Directors have approved an interim dividend of 7.0p per share which, in line with the requirements of IAS 10, 'Events after the Balance Sheet Date', has not been recognised within these results. The interim dividend will be paid on 17 February 2012 to shareholders whose names are on the Register of Members at the close of business on 20 January 2012.
| |||||
8. Capital expenditure | |||||
In the period there were additions to property, plant and equipment of £5.5 million (2010: £3.0 million). | |||||
Capital commitments contracted for but not provided for by the Group amounted to £3.7 million (2010: £6.3 million). | |||||
9. Trade and other payables | |||||
31 October | 31 October | 30 April | |||
2011 | 2010 | 2011 | |||
£000 | £000 | £000 | |||
Amounts falling due within one year: | |||||
Trade payables | 9,952 | 10,016 | 12,119 | ||
Other taxation and social security | 594 | 573 | 594 | ||
Other creditors | 2,980 | 3,517 | 3,508 | ||
Accruals and deferred income | 6,842 | 7,531 | 6,708 | ||
20,368 | 21,637 | 22,929 |
10. Analysis of net debt | |||||||
31 October | 31 October | 30 April | |||||
2011 | 2010 | 2011 | |||||
£000 | £000 | £000 | |||||
Cash and cash equivalents | 8,494 | 8,410 | 7,211 | ||||
Loan notes | (20) | (24) | (20) | ||||
Revolving loan (USD) | (33,455) | (29,710) | (28,477) | ||||
Revolving loan (GBP) | (10,000) | - | (3,000) | ||||
Term loan (GBP) | (8,000) | (10,000) | (10,000) | ||||
Term loan (USD) | - | (1,095) | - | ||||
Finance leases | (4) | (22) | (11) | ||||
Unamortised loan arrangement costs | 406 | 677 | 542 | ||||
(42,579) | (31,764) | (33,755) | |||||
Cash and cash equivalents comprise cash at bank and in hand plus short-term deposits. | |||||||
The revolving USD loan is for $54 million drawn against a $56 million facility that expires in October 2013. The GBP term loan is repayable at £1 million per quarter. The revolving GBP loan is for £10 million drawn against a £25 million facility that expires in October 2013.
| |||||||
11. Reconciliation of net cash flow to movement in net debt | |||||||
31 October 2011 | 31 October 2010 | 30 April 2011 | |||||
£000 | £000 | £000 | |||||
Net debt at start of period | (33,755) | (33,184) | (33,184) | ||||
Cash flow for the period | 1,130 | (7,608) | (8,810) | ||||
Loan repayments included in cash flow for the period | 2,000 | 7,919 | 8,780 | ||||
Finance leases - capital repayments | 7 | 18 | 29 | ||||
Proceeds from new bank funding | (10,971) | - | (3,000) | ||||
Movement in unamortised loan arrangement fees | (136) | (135) | - | ||||
Effect of exchange rate changes | (854) | 1,226 | 2,430 | ||||
Net debt at end of the period | (42,579) | (31,764) | (33,755) | ||||
12. Defined benefit pension scheme deficit | ||||
1 May to 31 October 2011 | 1 May to 31 October 2010 | 1 May 2010 to 30 April 2011 | ||
Total | Total | Total | ||
| £000 | £000 | £000 | |
Pension deficit at start of period | 6,405 | 13,284 | 13,284 | |
Current service cost | 556 | 533 | 1,053 | |
Expected return on plan assets | (1,974) | (1,757) | (3,558) | |
Interest cost | 1,967 | 1,965 | 3,930 | |
Actuarial (gains) / losses | (2,898) | 2,289 | (4,392) | |
Regular employer contributions | (534) | (538) | (1,056) | |
Employer payments to fund deficit | (1,428) | (1,428) | (2,856) | |
Pension deficit at end of period | 2,094 | 14,348 | 6,405 |
13. Related party transactions | |||||
The Group's significant related parties are its subsidiaries as disclosed in the Consort Medical plc annual report for the year ended 30 April 2011. There were no material related party transactions in the period or prior half-year period. | |||||
14. Principal risks and uncertainties | |||||
The principal risks and uncertainties which could impact the Group's long-term performance remain those detailed on pages 24 and 25 of the Group's 2011 Annual Report and Financial Statements, a copy of which is available on the Group's website www.consortmedical.com. The risks are summarised below:
·; Reliance upon key customers; ·; Increasing cost pressures and commoditisation of markets; ·; Supply chain delay or interruption; ·; Delay to the transformation programme; ·; Maintenance and improvement of product quality; ·; Misallocation of capital; ·; Regulatory risk; ·; Development risk; ·; Employee retention; ·; Pension risk; and ·; Business continuity. | |||||
15. Post balance sheet events | |||||
There were no post balance sheet events. |
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