6th Dec 2016 07:00
Consort Medical plc
6 December 2016
Interim results
Strong underlying1 performance with 13%2 increase in EPS3
Significant new pipeline contracts increase confidence in longer term outlook
Consort Medical plc (LSE: CSRT) ("Consort", "Consort Medical" or the "Group"), a leading, global, single source drug and delivery device company, today announces its interim results for the six months ended 31 October 2016.
Financial Highlights
H1 FY2017 Reported | Δ | H1 FY2016 @ CER2 | H1 FY2016 Reported | |
GBPm 6 months ended | 31 Oct 2016 | 31 Oct 2015 | 31 Oct 2015 | |
Revenue | 144.9 | 2.0% | 142.1 | 135.5 |
EBIT3 | 18.9 | 8.5% | 17.4 | 16.5 |
EBT3 | 16.6 | 10.7% | 15.0 | 14.1 |
Adjusted Basic EPS3 | 28.6p | 13.0% | 25.3p | 23.5p |
Statutory Measures | ||||
Profit before tax (PBT) Basic EPS | 10.2 20.1p | 181.2% 66.2% | 3.6 12.1p | |
1 Underlying - H1 FY2017 less H1 FY2016 at constant exchange rates. 2 CER - at constant exchange rates. 3 Before special items of £6.5m - special items relate to amortisation of acquired intangible assets (H1 FY2016: amortisation of acquired intangible assets £6.5m and integration costs £4.0m).
· Group revenue increases to £144.9m from £135.5m - growth of 2.0% underlying1, 6.9% reported
o Bespak underlying1 revenue growth 4.3% and EBIT growth of 5.7%
o Aesica underlying1 revenue growth 0.5% and EBIT growth of 14.1%
· Improvement in Aesica operational performance increases operating margin 160 bps to 7.8% - on course for double digit margins goal
· 13% growth in Adjusted basic EPS at constant exchange rates reflecting operational leverage and performance
· Strong underlying1 cash generation partially offset by currency headwinds and special items cashflow
· Interim Dividend increased 5% to 7.09p, reflecting the Board's confidence in the Group's prospects
Operational Highlights
· Landmark deal for Bespak with first full development agreement for Syrina® / Vapoursoft® device application with a leading Global Biopharma. Development pipeline expands to 16
· Launch of second Bespak injectable device with UCB Cimzia®
· Rapidly expanding Bespak Innovation funnel, with 11 early stage development / feasibility programmes
· Aesica an early provider in serialisation services, growing service offering to pharma clients
Jon Glenn, Chief Executive Officer of Consort Medical, commented:
"Consort has continued to deliver strong underlying1 growth in earnings whilst adding further important contract wins that build our pipeline momentum. In particular, the recent landmark master development agreement for Syrina® / VapourSoft® and the launch of UCB's Cimzia® autoinjector underpin our longer term growth prospects.
We continue to focus on the organic development of our business, and will continue to consider further inorganic opportunities - whether adding a competency or geographic opportunity - where they present a compelling case for enhancing sustainable shareholder value. With a robust financial position and a strong development pipeline, the Board remains highly confident of Consort's future prospects."
Enquiries:
Consort Medical | Tel: +44 (0) 1442 867920 |
Jonathan Glenn - Chief Executive Officer | |
Richard Cotton - Chief Financial Officer | |
FTI Consulting | Tel: +44 (0) 20 3727 1000 |
Ben Atwell / Simon Conway |
Notes:
1. Foreign Exchange Rates
a. Period end exchange rates 31 Oct 2016: EUR1.11: GBP1.0; USD1.22: GBP1.0.
b. Average exchange rate 1 May 2016 to 31 Oct 2016: EUR1.20: GBP1.0; USD1.34: GBP1.0.
c. Period end exchange rates 31 Oct 2015: EUR1.40: GBP1.0; USD1.54: GBP1.0.
d. Average exchange rate 1 May 2015 to 31 Oct 2015: EUR1.39: GBP1.0; USD1.55: GBP1.0.
e. Period end exchange rates 30 April 2016: EUR1.28: GBP1.0; USD1.46: GBP1.0.
f. Average exchange rates 1 May 2015 to 30 April 2016: EUR1.36: GBP1.0; USD1.50: GBP1.0.
Consort Medical plc is a leading, global, single source pharma services drug and delivery device company. We are at the leading edge of innovation and we are committed to investing in patient, clinician and customer driven innovation to create new treatments, new markets and new opportunities.
Our businesses
Bespak is a global market leader in the manufacture of drug delivery devices for pharmaceutical partner companies, including respiratory, nasal, injectables and ocular products, and the manufacture of devices for the point of care diagnostics market. www.bespak.com.
Aesica is a leading provider of finished dose and active pharmaceutical ingredient (API) development and manufacturing services to pharmaceutical partners. www.aesica-pharma.com.
We employ c.2,000 people globally of which c.1,400 are located in the UK. We have UK facilities in King's Lynn, Cambridge, Nelson, Milton Keynes, Cramlington, Queenborough and Hemel Hempstead, German facilities in Monheim and Zwickau and a facility in Pianezza, Italy. Consort Medical is a public company quoted on the premium list of the London Stock Exchange (LSE: CSRT). www.consortmedical.com.
1 Underlying - H1 FY2017 less H1 FY2016 at constant exchange rates.
Consort Medical plc
Group Interim Results
During the first half Consort delivered a strong underlying1 performance from both businesses, in particular our further operational improvements in Aesica translated into an enhanced operating margin. In addition, a number of important business development milestones have added to the Group's future growth prospects, especially the landmark master development agreement for Syrina® / VapourSoft® and the launch of UCB's Cimzia® autoinjector.
Financial Performance
Revenue increased by £9.4m (6.9%) to £144.9m (H1 FY2016: £135.5m) with Bespak delivering sustained growth of 4.3% to £58.9m (H1 FY2016: £56.5m), and Aesica growing 8.8% to £86.0m (H1 FY2016: £79.1m) - an increase of 0.5% at constant exchange rates. Revenue strengthening attributable to the weakness of sterling against the Euro is £6.5m or 8.3%.
EBIT before special items increased by 14.7% to £18.9m (H1 FY2016: £16.5m). This included 5.7% growth from Bespak to £12.2m (H1 FY2016: £11.5m). Bespak EBIT margin increased by 30bps to 20.7%. Aesica EBIT increased 35.8% to £6.7m - an increase of 14.0% at constant exchange rates - with EBIT margin growing 160bps to 7.8% reflecting continuing improvements to operating performance.
Special items before taxation amounted to £6.5m in the year (H1 FY2016: £10.5m), comprising amortisation of acquired intangibles (H1 FY2016: amortisation of acquired intangible assets £6.5m and integration costs £4.0m).
Finance costs were £2.3m (H1 FY2016: £2.4m), with Earnings before tax and special items increasing by 18.0% to £16.6m (H1 FY2016: £14.1m) - an increase of 10.7% at constant exchange rates. Adjusted basic EPS increased by 21.7% to 28.6p per share (H1 FY2016: 23.5p) - an increase of 13.0% at constant exchange rates. Basic EPS increased by 66.2% to 20.1p per share (H1 FY2016: 12.1p).
Cash generated from operations decreased by £9.2m to £10.1m (H1 FY2016: £19.3m). EBITDA before special items grew £3.6m (16.9%) to £25.2m (H1 FY2016: £21.5m). Bespak EBITDA grew 7.8% to £15.2m, with Aesica's EBITDA growing 34.1% to £10.0m - an increase of 21.5% at constant exchange rates. Trade working capital increased £3.9m to £55.7m (H1 FY2016: £51.8m) including the impact of sterling depreciation against the euro, which represents 19.5% of sales (H1 FY2016: 19.4% of proforma sales). Capital expenditure reduced £2.1m to £6.2m (H1 FY2016: £8.3m).
The Group balance sheet closed with a net debt position of £106.8m (FY2016: £97.0m), representing gearing of 1.91x Net Debt: EBITDA, comfortably within the banking facility covenant (maximum 3.0x). Interest cover was 15.79x against a covenant minimum of 3.0x. The Group has comfortable cash resource availability, with total committed facilities of £171.2m, of which £124.1m was drawn at 31 October 2016.
The Board is declaring an increased interim dividend per share of 7.09p (H1 FY2016: 6.75p), an increase of 5%. Payment will be on 17 February 2017 to holders on the register on the record date of 20 January 2017.
Further commentary on the financial results is contained in the Bespak and Aesica business reviews below.
1 Underlying - H1 FY2017 less H1 FY2016 at constant exchange rates.
Bespak Business Review
Operations
H1 FY2017 | Underlying1 | Δ% | Currency | Δ% | H1 FY2016 | |
Revenue | £58.9m | £2.4m | 4.3% | - | - | £56.5m |
EBITDA2 | £15.2m | £1.1m | 7.8% | - | - | £14.1m |
EBITDA margin %2 | 25.7% | 24.9% | ||||
EBIT2 | £12.2m | £0.7m | 5.7% | - | - | £11.5m |
EBIT margin %2 | 20.7% | 20.4% |
1 Underlying - H1 FY2017 less H1 FY2016 at constant exchange rates. 2 Before special items
Bespak has a well-established and diverse core business of products in volume manufacturing and a strong pipeline of innovative products entailing respiratory, nasal, ocular and injectable drug delivery, as well as point of care diagnostics. Once again, the business has performed strongly in the first half with increased demand for its core products as well as winning new development opportunities and contracts.
Revenue grew 4.3% to £58.9m. The Non-respiratory sales have now grown to over 25% of Bespak's turnover - Injectables sales were particularly strong again in both product sales and service revenue. Across the business service revenue continues to be strong, reflecting the extent of and additions to the Development and Innovation pipelines.
The strong revenue performance translated to EBIT growth, which increased 5.7% to £12.2m, as EBIT margin increased 30bps to 20.7%.
In October 2016, Bespak exhibited alongside Aesica at the CPHI exhibition in Barcelona. This was the second time both companies have shared a major industry exhibition platform, and the event drew increased interest in the joint services offering of device and drug.
Product Development
In line with our strategy we have assembled a full and broad product development pipeline of organic growth opportunities, which will add to the strength of the core business going forwards. Successful conversion of these opportunities will provide progressive revenue and profit growth, in both contract manufacturing and products with our own proprietary IP and across a range of therapeutic areas, including commercial drug handling.
Our published development portfolio provides an update on the key business development projects in the business. We guide that for inclusion in the published portfolio, projects must have a reasonable expectation of success, though timescales are difficult to predict, and be expected to produce peak annual sales of at least £3m per annum.
In the period, UCB received regulatory approval from the EMA for INJ 570, an autoinjector for UCB's Cimzia®, and the drug has been successfully launched in the UK market. Further launches are planned in the near term.
We also added two new projects to our development and manufacturing portfolio. These include one respiratory project and one injectable:
· SYR075 is a significant new master development agreement for our proprietary Vapoursoft® Syrina® autoinjector technology with a leading global biopharmaceutical company. Initially there is a single drug / device combination, but the agreement allows for the addition of others, and contains outline terms for commercial supply.
· VAL100 is a significant new commercial supply agreement for Bespak's proprietary respiratory devices with AstraZeneca AB. This is a multi-year agreement for the scale-up and supply of Bespak's proprietary pressurised metered dose inhaler (pMDI) valves and actuators. These will subsequently be assembled with AstraZeneca's Bevespi Aerosphere® (glycopyrrolate and formoterol fumarate) inhalation aerosol indicated for the long-term, maintenance treatment of airflow obstruction in patients with chronic obstructive pulmonary disease (COPD), including chronic bronchitis and/or emphysema. AstraZeneca announced that its device was approved by the US Food and Drug Administration on 25 April 2016.
With the addition of these two new programmes, the portfolio has grown to 16 live programmes. The status of the major programmes currently in our development pipeline is listed below.
Project | Description | Customer | Status |
VAL310 | Easifill primeless valve | US Pharma | Awaiting regulatory approval |
INJ570 | Auto-injector | UCB | EMA approval received. Launched Oct 2016 in UK |
VAL020 | MDI valve | Global Pharma | Stability trials complete; customer progressing towards approval and launch |
DEV200 | Nicotine delivery | Nicovations | Ongoing progress. We continue to work with BAT towards launch |
POC010 | POC Test Cartridge | Atlas Genetics | CE marking granted for Chlamydia; Combined Chlamydia / Gonorrhoea test cartridge development progressing |
NAS020 | Nasal device | Global Generic | Formulation change; brief under review |
DEV610 | DPI | Mylan | Potential GDUFA date 28 March 2017 |
NAS030 | Nasal device | Pharma Co. | Early stage programme |
INJ600 | PatchPump® infusion system for Treprostinel | SteadyMed Therapeutics Inc. | Good progress made. NDA submission planned H1 2017 |
INJ650 | ASI® Auto-injector | Global Generic | Continuing progress; early stage |
INJ700 | Lila MixTM Injector | Pharma Co. | Development programme on track |
IDC300 | Oral IDC | Pharma Co. | Launch now expected H2 FY2018 |
VAL050 | MDI valve / actuator | Aeropharm | Development contract ongoing |
OCU050 | Ocular device / formulation / filling | Oxular | Early stage programme |
VAL100 | MDI valve / actuator | Astra Zeneca | Product approved, awaiting launch |
SYR075 | Syrina® / Vapoursoft® | Global Biopharma | Newly completed master development agreement |
DPI = Dry Powder Inhaler, MDI = Metered Dose Inhaler, POC = Point of Care, IDC = Integrated Dose Counter
Innovation
The Innovation team continues to be highly active on a number of fronts. The team has now grown to 32 people (21 as at H1 FY2016) at its own dedicated facilities in Cambridge, and we plan to grow this further during the current financial year.
The commercial and innovation teams continue to generate very strong interest in our new technology platforms on a range of opportunities. The Innovation funnel has progressed broadly during the period across a number of therapeutic areas and technologies. These development and feasibility programmes cover a range of therapeutic areas and are all in partnership with biotech and pharmaceutical companies that complement our current customer portfolio in our core business - this is again indicative of the strength and success of our innovation drive and strategy to broaden and diversify our product and customer base.
Syrina®, Lila® & Lapas® Update
Vapoursoft® powered Syrina® auto-injectors, Vapoursoft® powered Lapas® auto-injectors, and our Lila MixTM and DuoTM technologies have continued to generate widespread interest as innovative and novel drug delivery systems and devices, with several biotech and pharmaceutical companies initiating feasibility and development programmes for their injectable drug portfolios.
This rapidly expanding Innovation funnel currently has an active schedule of five early stage development programmes, six feasibility programmes, and a further five programmes awaiting initiation.
Launch of Bespak's Syrina® AR 2.25 Auto-injector
In October 2016 Bespak unveiled its Syrina® AR 2.25 auto‑injector. This innovative auto-injector is the latest addition to the VapourSoft® -powered Syrina® range and is suitable for delivering volumes of up to 2.0ml using a standard 2.25ml pre-filled syringe. The Syrina® AR 2.25 provides patients with a fully-automatic two-step, compact device for the self-administration of viscous drug formulations.
Using Bespak's proven proprietary VapourSoft® compact energy source, Syrina® AR 2.25 is able to deliver 2.0 ml of viscous drug solutions smoothly and safely in less than 15 seconds. Designed with a hidden needle, Syrina® AR 2.25 offers automatic needle insertion and retraction, as well as drug delivery with a single push-on-skin operation. Syrina® AR 2.25 has been tailored specifically for higher viscosities while still enabling the safe use of glass syringes.
Using VapourSoft® at its core allows a compact design and, with quiet operation, provides a discrete solution for patients. Syrina® AR 2.25 is clinical trial ready, enabling a fast track implementation process once paired with a specific drug formulation.
Aesica Business Review
Operations
H1 FY2017 | Underlying1 | Δ% | Currency | Δ% | H1 FY2016 | |
Revenue | £86.0m | £0.4m | 0.5% | £6.5m | 8.3% | £79.1m |
EBITDA2 | £10.0m | £1.6m | 21.4% | £1.0m | 12.8% | £7.4m |
EBITDA margin %2 | 11.6% | 9.4% | ||||
EBIT2 | £6.7m | £0.7m | 14.1% | £1.1m | 21.8% | £4.9m |
EBIT margin %2 | 7.8% | 6.2% |
1 Underlying - H1 FY2017 less H1 FY2016 at constant exchange rates. 2 Before special items
Aesica revenue grew 0.5% to £86.0m, at constant exchange rates. EBIT grew strongly, by 14.1% to £6.7m at constant exchange rates, reflecting the continued improvement in its operating performance, with operating margin increasing 160bps to 7.8%.
We are now routinely supplying commercial product using the first semi-continuous processing line and technology installed at the Queenborough site and are in discussion with a range of pharma customers looking to access the equipment for development activities.
Aesica has moved from validation to routine commercial supply of S+flurbiprofen to a leading Japanese pharmaceutical company to provide the active ingredient for an anti-inflammatory formulation.
Business Development and Innovation
A changing regulatory requirement within the pharmaceutical industry is for product to be uniquely identified to the individual pack level. This process is known in the industry as serialisation. Aesica has been a very early provider of serialisation services to the industry for countries such as China and Latin America and is well advanced in developing the service to take on customers for the next wave of countries adopting serialisation including the EU.
The business has identified a number of attractive business development opportunities with pharma companies looking to outsource oral products and has seen growth in demand for its liquid formulation services at the Pianezza site. One continued growth area is around the manufacture and supply of anaesthetic product for both human and veterinary use.
The Aesica commercial team is focused on a growing number of formulation development and manufacturing opportunities, including a number of early leads for drug formulation and device combinations, as well as packaging opportunities.
Other Financial
Special Items
Special items are those items which the Group considers to be non-repetitive or are not a part of the underlying performance of the business, and often where a material income statement cost or credit is incurred in one year to deliver a future benefit. In H1 FY2017 special items amounted to £6.5m comprising amortisation of acquired intangible assets (H1 FY2016: amortisation of acquired intangible assets £6.5m and integration costs £4.0m).
Pensions
The IAS 19 pension valuation at 31 October 2016 was a total deficit of £43.3m (30 April 2016: £27.2m). The bulk of the increase in the deficit arises primarily from the significant decline in bond yields following the EU referendum which has increased the liabilities, in particular of the Bespak scheme. Deficit recovery contributions of £1.5m per annum are being made to the Bespak scheme. The next triennial actuarial valuation will take place at 30 April 2017.
Tax
The effective tax rate on EBT before special items is 16.1% (H1 2016: 18.9%). The reduction in the rate from last year follows the approval and launch of UCB's Cimzia® autoinjector (INJ570), where historic development losses in the Medical House (ASI) Ltd. have now been recognised as a tax asset.
Principal risks and uncertainties
The principal risks and uncertainties deemed relevant for the remainder of the financial year are considered in note 14 to the financial statements.
People
As announced in August, Richard Cotton (CFO) is leaving the Group following these results to join Dechra Pharmaceuticals plc as CFO. As announced on 25 November 2016, the Board has appointed Paul Hayes to succeed Richard. Paul is currently CFO of The Vitec Group plc, and is serving his notice there until the end of April 2017 when he will join Consort. In the meantime, the Group has appointed David Tilston to act as Interim CFO until Paul joins. David is a seasoned Interim CFO, with experience in both public and private companies.
The Board would like to thank Richard for his contribution, commitment and hard work during a time of significant change and growth at the Group, and to wish him well as he embarks on the next stage of his career.
Outlook
Consort has continued to deliver strong underlying1 growth in earnings whilst adding further important contract wins that build our pipeline momentum.
In particular, the recent landmark master development agreement for Syrina® / VapourSoft® and the launch of UCB's Cimzia® autoinjector further evidence our longer term growth prospects.
We continue to focus on the organic development of our business, and will continue to consider further inorganic opportunities - whether adding a competency or geographic opportunity - where they present a compelling case for enhancing sustainable shareholder value. With a robust financial position and a strong development pipeline, the Board remains highly confident of Consort's future prospects.
1 Underlying - H1 FY2017 less H1 FY2016 at constant exchange rates.
Statement of directors' responsibilities
The directors confirm that these condensed interim financial statements have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:
· an indication of important events that have occurred during the first six months 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 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 2016. A list of current directors is maintained on the Consort Medical plc website: www.consortmedical.com.
By order of the Board
Richard Cotton
Chief Financial Officer
5 December 2016
Independent review report to Consort Medical plc
Introduction
We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 31 October 2016 which comprises the consolidated Income Statement, consolidated Statement of Comprehensive Income, consolidated Balance Sheet, consolidated Statement of Changes in Shareholders' Equity, consolidated Cash Flow Statement and the related explanatory 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.
This report is made solely to the company in accordance with the terms of our engagement to assist the company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the UK FCA"). Our review has been undertaken so that we might state to the company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company for our review work, for this report, or for the conclusions we have reached.
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 DTR of the UK FCA.
The annual financial statements of the group are prepared in accordance with IFRSs as adopted by the EU. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.
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.
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 UK. 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 2016 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the DTR of the UK FCA.
Lynton Richmond
for and on behalf of KPMG LLP
Chartered Accountants
15 Canada Square
London E14 5GL
5 December 2016
Condensed Consolidated Income Statement |
| |||||||||||||
For the half year ended 31 October 2016 |
| |||||||||||||
Unaudited 1 May to 31 October 2016 | Unaudited 1 May to 31 October 2015 | Audited 1 May to 30 April 2016 | ||||||||||||
Note | £000 | £000 | £000 | |||||||||||
Revenue | 2 | 144,933 | 135,548 | 276,910 | ||||||||||
Operating expenses before special items | (126,042) | (119,080) | (239,935) | |||||||||||
Operating profit before special items | 18,891 | 16,468 | 36,975 | |||||||||||
Special items | 3 | (6,478) | (10,493) | (21,018) | ||||||||||
Operating profit | 12,413 | 5,975 | 15,957 | |||||||||||
Finance income | 72 | 14 | 11 | |||||||||||
Finance costs | 4 | (1,587) | (1,719) | (3,328) | ||||||||||
Other finance costs | 4 | (732) | (655) | (1,399) | ||||||||||
Profit before tax and special items | 16,644 | 14,108 | 32,259 | |||||||||||
Special items | 3 | (6,478) | (10,493) | (21,018) | ||||||||||
Profit before tax | 10,166 | 3,615 | 11,241 | |||||||||||
Tax on profit before special items | 5 | (2,672) | (2,664) | (4,181) | ||||||||||
Special items - tax | 3 | 2,333 | 4,985 | 8,908 | ||||||||||
Tax (charge) / credit | 5 | (339) | 2,321 | 4,727 | ||||||||||
Profit for the financial period from continuing operations | 9,827 | 5,936 | 15,968 | |||||||||||
Loss for the financial period from discontinued operations | 15 | - | (48) | (999) | ||||||||||
Profit for the financial period | 9,827 | 5,888 | 14,969 | |||||||||||
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Earnings per share, attributable to the ordinary equity holders of the parent | ||||||||||||||
From continuing operations: | ||||||||||||||
Basic earnings per ordinary share | 6 | 20.1p | 12.2p | 32.7p | ||||||||||
Diluted earnings per ordinary share | 6 | 19.9p | 12.0p | 32.3p | ||||||||||
From continuing and discontinued operations: | ||||||||||||||
Basic earnings per ordinary share | 6 | 20.1p | 12.1p | 30.7p | ||||||||||
Diluted earnings per ordinary share | 6 | 19.9p | 11.9p | 30.3p | ||||||||||
Non-GAAP measures |
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From continuing operations: | £000 | £000 | £000 | |||||||||||
Profit before tax before special items | 16,644 | 14,108 | 32,259 | |||||||||||
Profit after tax before special items | 13,972 | 11,444 | 28,078 | |||||||||||
Adjusted basic earnings per ordinary share | 6 | 28.6p | 23.5p | 57.6p | ||||||||||
Adjusted diluted earnings per ordinary share | 6 | 28.2p | 23.2p | 56.8p | ||||||||||
Condensed Consolidated Statement of Comprehensive Income | |||||||||||||
For the half year ended 31 October 2016 | |||||||||||||
Unaudited 1 May to 31 October 2016 | Unaudited 1 May to 31 October 2015 | Audited 1 May to 30 April 2016 | |||||||||||
£000 | £000 | £000 | |||||||||||
Profit for the period from continuing operations | 9,827 | 5,936 | 15,968 | ||||||||||
Loss for the period from discontinued operations | - | (48) | (999) | ||||||||||
Profit for the financial period | 9,827 | 5,888 | 14,969 | ||||||||||
Other comprehensive income | |||||||||||||
Items that may be reclassified subsequently to profit and loss: | |||||||||||||
Net gain on hedge of a net investment | (4,758) | 243 | (2,699) | ||||||||||
Exchange movements on translation of foreign subsidiaries | 17,878 | (119) | 10,381 | ||||||||||
Current tax on exchange movements | - | 8 | (11) | ||||||||||
Items that will not be reclassified subsequently to profit and loss: | |||||||||||||
Actuarial losses on defined benefit pension scheme | (15,895) | (319) | (5,376) | ||||||||||
Deferred tax on actuarial losses | 2,889 | 89 | 1,055 | ||||||||||
Impact of change in tax rates | (439) | 457 | (588) | ||||||||||
Other comprehensive (loss) / income for the period | (325) | 359 | 2,762 | ||||||||||
Total comprehensive income for the period | 9,502 | 6,247 | 17,731 | ||||||||||
Attributable to equity holders of the parent | |||||||||||||
From continuing operations | 9,502 | 6,295 | 18,730 | ||||||||||
From discontinued operations | - | (48) | (999) | ||||||||||
Condensed Consolidated Balance Sheet | |||||
at 31 October 2016 | |||||
Unaudited 31 October 2016 | Restated* Unaudited 31 October 2015 |
Audited 30 April 2016 | |||
Note | £000 | £000 | £000 | ||
Assets | |||||
Non-current assets | |||||
Property, plant and equipment | 139,050 | 130,366 | 136,673 | ||
Goodwill | 131,101 | 117,673 | 122,634 | ||
Other intangible assets | 66,269 | 70,088 | 67,304 | ||
Investments | 9 | 8,250 | 6,266 | 8,250 | |
Trade and other receivables | 8 | - | - | ||
344,678 | 324,393 | 334,861 | |||
Current assets | |||||
Inventories | 34,977 | 31,767 | 30,725 | ||
Trade and other receivables | 62,471 | 57,901 | 54,632 | ||
Current tax asset | 6,245 | 3,079 | 9,284 | ||
Cash and cash equivalents | 10 | 16,216 | 11,580 | 16,258 | |
119,909 | 104,327 | 110,899 | |||
Total assets | 464,587 | 428,720 | 445,760 | ||
Liabilities | |||||
Current liabilities | |||||
Borrowings | 10 | (122,977) | (106,868) | (113,209) | |
Trade and other payables | (56,306) | (73,884) | (61,705) | ||
Derivative financial instruments | 9 | (250) | (30) | (256) | |
Provisions for other liabilities | (4,446) | (8,222) | (3,610) | ||
(183,979) | (189,004) | (178,780) | |||
Net current liabilities | (64,070) | (84,677) | (67,881) | ||
Non-current liabilities | |||||
Trade and other payables | (9,453) | - | (9,475) | ||
Deferred tax liabilities | (16,529) | (19,273) | (18,571) | ||
Defined benefit pension scheme deficit | 12 | (43,294) | (20,980) | (27,157) | |
Provisions for other liabilities | (361) | - | (2,626) | ||
(69,637) | (40,253) | (57,829) | |||
Total liabilities | (253,616) | (229,257) | (236,609) | ||
Net assets | 210,971 | 199,463 | 209,151 | ||
Shareholders' equity | |||||
Share capital | 16 | 4,921 | 4,913 | 4,913 | |
Share premium | 137,911 | 137,422 | 137,422 | ||
Retained earnings | 55,636 | 65,218 | 67,367 | ||
Other reserves | 12,503 | (8,090) | (551) | ||
Total equity | 210,971 | 199,463 | 209,151 | ||
*Restated (see note 17)
Condensed Consolidated Statement of Changes in Shareholders' Equity
For the half year ended 31 October 2016 | |||||
Share capital | Share premium | Retained earnings | Translation reserve | Total | |
£000 | £000 | £000 | £000 | £000 | |
Balance at 1 May 2015 (audited) | 4,907 | 137,087 | 66,721 | (8,222) | 200,493 |
Profit for the financial period | - | - | 5,888 | - | 5,888 |
Exchange movements on translation of foreign subsidiaries | - | - | - | 124 | 124 |
Actuarial gains on defined benefit scheme | - | - | 319 | - | 319 |
Tax on amounts taken directly to equity | - | - | (546) | 8 | (538) |
Total comprehensive income | - | - | 5,661 | 132 | 5,793 |
Recognition of share-based payments | - | - | 853 | - | 853 |
Movement on tax arising on share-based payments | - | - | (211) | - | (211) |
Proceeds from exercise of employee options | 6 | 335 | - | - | 341 |
Consideration paid for purchase of own shares (held in trust) | - | - | (2,084) | - | (2,084) |
Equity dividends | - | - | (5,722) | - | (5,722) |
6 | 335 | (7,164) | - | (6,823) | |
Balance at 31 October 2015 (unaudited) | 4,913 | 137,422 | 65,218 | (8,090) | 199,463 |
Balance at 1 May 2015 (audited) | 4,907 | 137,087 | 66,721 | (8,222) | 200,493 |
Profit for the financial period | - | - | 14,969 | - | 14,969 |
Exchange movements on translation of foreign subsidiaries | - | - | - | 7,682 | 7,682 |
Actuarial losses on defined benefit scheme | - | - | (5,376) | - | (5,376) |
Tax on amounts taken directly to equity | - | - | 467 | (11) | 456 |
Total comprehensive loss | - | - | 10,060 | 7,671 | 17,731 |
Recognition of share-based payments | - | - | 1,792 | - | 1,792 |
Movement on tax arising on share-based payments | - | - | 2 | - | 2 |
Proceeds from exercise of employee options | 6 | 335 | - | - | 341 |
Consideration paid for purchase of own shares (held in trust) | - | - | (2,209) | - | (2,209) |
Equity dividends | - | - | (8,999) | - | (8,999) |
6 | 335 | (9,414) | - | (9,073) | |
Balance at 1 May 2016 (audited) | 4,913 | 137,422 | 67,367 | (551) | 209,151 |
Profit for the financial period | - | - | 9,827 | - | 9,827 |
Exchange movements on translation of foreign subsidiaries | - | - | - | 13,054 | 13,054 |
Actuarial losses on defined benefit scheme | - | - | (15,895) | - | (15,895) |
Tax on amounts taken directly to equity | - | - | 2,450 | - | 2,450 |
Total comprehensive income | - | - | (3,618) | 13,054 | 9,436 |
Recognition of share-based payments | - | - | 979 | - | 979 |
Movement on tax arising on share-based payments | - | - | (51) | - | (51) |
Proceeds from exercise of employee options | 8 | 489 | - | - | 497 |
Consideration paid for purchase of own shares (held in trust) | - | - | (2,899) | - | (2,899) |
Equity dividends | - | - | (6,142) | - | (6,142) |
8 | 489 | (8,113) | - | (7,616) | |
Balance at 31 October 2016 (unaudited) | 4,921 | 137,911 | 55,636 | 12,503 | 210,971 |
Condensed Consolidated Cash Flow Statement
For the half year ended 31 October 2016
Unaudited 1 May to 31 October 2016 | Unaudited 1 May to 31 October 2015 | Audited 1 May to 30 April 2016 |
| |||||||||||
Note | £000 | £000 | £000 |
| ||||||||||
Cash flows from operating activities |
| |||||||||||||
Profit before taxation from continuing operations | 10,166 | 3,615 | 11,241 |
| ||||||||||
Loss before taxation from discontinued operations | - | (48) | (999) |
| ||||||||||
Finance income | (72) | (14) | (11) |
| ||||||||||
Finance costs | 4 | 1,587 | 1,719 | 3,328 |
| |||||||||
Other finance costs | 4 | 732 | 655 | 1,399 |
| |||||||||
Operating profit | 12,413 | 5,927 | 14,958 |
| ||||||||||
Depreciation | 6,058 | 4,888 | 10,306 |
| ||||||||||
Amortisation | 6,677 | 6,624 | 13,473 |
| ||||||||||
Profit on disposal of property, plant and equipment | 2 | 10 | 696 |
| ||||||||||
Share-based payments | 979 | 853 | 1,792 |
| ||||||||||
Change in fair value of contingent consideration | - | 48 | 999 |
| ||||||||||
Pension charge in excess of cash contributions | 45 | (183) | 412 |
| ||||||||||
(Increase) / decrease in inventories | (2,539) | (450) | 1,503 |
| ||||||||||
(Increase) / decrease in trade and other receivables | (5,392) | 1,643 | 5,388 |
| ||||||||||
(Decrease) / increase in trade and other payables | (8,156) | (2,246) | (3,057) |
| ||||||||||
(Decrease) / increase in provisions | (22) | 2,291 | 143 |
| ||||||||||
(Increase) / decrease in financial instruments | (6) | (87) | 139 |
| ||||||||||
Cash generated from operations | 10,059 | 19,318 | 46,752 |
| ||||||||||
Interest paid | (1,996) | (1,497) | (2,791) |
| ||||||||||
Tax paid | 1,769 | (1,331) | (6,548) |
| ||||||||||
Net cash inflow from operating activities | 9,832 | 16,490 | 37,413 |
| ||||||||||
Cash flows from investing activities | ||||||||||||||
Purchases of property, plant and equipment | (6,212) | (8,311) | (21,126) | |||||||||||
Purchases of intangible assets | - | - | (357) | |||||||||||
Proceeds from sale of property, plant and equipment | - | 1,979 | 1,979 | |||||||||||
Net proceeds on disposal of businesses | - | 1,549 | 1,548 | |||||||||||
Interest received | 72 | 8 | 11 | |||||||||||
Purchase of equity investment | - | - | (1,984) | |||||||||||
Net cash outflow from investing activities | (6,140) | (4,775) | (19,929) | |||||||||||
Cash flows from financing activities | ||||||||||||||
Proceeds from issues of ordinary share capital | 498 | 334 | 341 | |||||||||||
Purchase of own shares | (2,899) | (2,120) | (2,209) | |||||||||||
Equity dividends paid to shareholders | (6,142) | (5,722) | (8,999) | |||||||||||
Defined benefit scheme | (796) | - | (712) | |||||||||||
Proceeds from new bank funding | 10,834 | 5,100 | 14,021 | |||||||||||
Repayment of amounts borrowed | (6,021) | (42,601) | (48,316) | |||||||||||
Net cash used in financing activities | (4,526) | (45,009) | (45,874) | |||||||||||
Net decrease in cash and cash equivalents | (834) | (33,294) | (28,390) | |||||||||||
Effects of exchange rate changes | 792 | (327) | (553) | |||||||||||
Cash and cash equivalents at start of period | 10 | 16,258 | 45,201 | 45,201 | ||||||||||
Cash and cash equivalents at end of period | 10 | 16,216 | 11,580 | 16,258 | ||||||||||
Notes to the accounts
1. Basis of preparation
The Company is a public limited company incorporated and domiciled in the UK. The address of its registered office is Breakspear Park, Breakspear Way, Hemel Hempstead, Herts HP2 4TZ. The Company is listed on the London Stock Exchange.
This condensed consolidated interim financial information was approved for issue on 5 December 2016.
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 2016 were approved by the Board of directors on 15 June 2016 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 by the Group's auditor, not audited - see Independent Review Report.
This condensed consolidated interim financial information for the six months ended 31 October 2016 has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority (previously 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 ended 30 April 2016, 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 2016, as described in those annual financial statements except where disclosed otherwise in this note. Taxes on income in the interim periods are accrued using the estimated tax rate that would be applicable to expected total annual earnings. The Balance Sheet as at 31 October 2015 has been retrospectively restated - see note 17 for further details.
Critical accounting estimates and judgments
The preparation of interim financial information requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing this condensed consolidated interim financial information, the significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 30 April 2016, with the exception of changes in estimates required in determining the provision for income taxes.
Going concern
The directors have, at the time of approving the interim financial statements, a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future as the Group has net debt of £106.8m at 31 October 2016 (H1 FY2016: £95.3m) and total banking facilities (using period end exchange rates) of £171.2m of which £47.1m is undrawn at 31 October 2016 and available up to September 2019. Thus they continue to adopt the going concern basis of accounting in preparing the interim financial statements.
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 measure is not a recognised profit measure under IFRS and may not be directly comparable with 'adjusted' profit measures used by other companies.
Notes to the accounts (continued)
1. Basis of preparation (continued)
Further details on the special items can be found in note 3.
New standards, amendments and interpretations
The following accounting standards and amendments are effective for the year commencing 1 May 2016 but are not expected to have a material impact on the Group:
· Amendments to IFRS 10, IFRS 12 and IAS 28
· Amendments to IFRS 11, IFRS 14, IAS 1, IAS 16 and IAS 38, IAS 16 and IAS 41, IAS 27
· Amendments to IFRS 5, IFRS 7, IAS 19, IAS 34 - Annual Improvements
The following accounting standards relevant to the Group have not been early adopted as the Group carries out an assessment of their potential impact:
· IFRS 9 Financial Instruments
· IFRS15 Revenue from Contracts with Customers
· IAS 7 - Disclosure Initiative
· IAS 12 - Recognition of Deferred Tax Assets for Unrealised losses
· IFRS 2 - Classification and Measurement of Share Based Payment Transactions
· Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts - Amendments to IFRS 4
· IFRS 16 - Leases
2. Segmental information
The Group's operating segments are determined with reference to the information which is supplied to the Executive Committee in order for it to allocate the Group's resources and to monitor the performance of the Group. Following the acquisition of Aesica Holdco Limited ("Aesica") on 12 November 2014, that information analyses the Group between two divisions, Bespak and Aesica. Prior to this acquisition, the Group only had one operating segment. The Executive Committee assesses the performance of the operating segments based on a measure of adjusted operating profit which excludes the impact of special items from the operating segments. Special items are analysed in note 3.
Consequently, the segment information provided to the Executive Committee for both of these reportable segments for the period ended 31 October 2016 is as follows:
Bespak | Aesica | Unallocated | Total | ||||
For the six months ended 31 October 2016 | £000 | £000 | £000 | £000 | |||
Revenue from products and services | 58,913 | 86,020 | 144,933 | ||||
Revenue by business segment | 58,913 | 86,020 | 144,933 | ||||
Segment operating profit before special items | 12,198 | 6,693 | - | 18,891 | |||
Amortisation of acquired intangible assets | (414) | (6,064) | (6,478) | ||||
Segment operating profit | 11,784 | 629 | 12,413 | ||||
Finance income | 72 | ||||||
Finance costs | (1,587) | ||||||
Other finance costs | (732) | ||||||
Profit before tax | 10,166 | ||||||
Taxation | (339) | ||||||
Profit for the financial year | 9,827 | ||||||
Segmental balance sheet | |||||||
Total assets | 117,263 | 316,418 | 30,906 | 464,587 | |||
Total liabilities | (64,126) | (73,365) | (116,125) | (253,616) | |||
Net assets | 53,137 | 243,053 | (85,219) | 210,971 | |||
Notes to the accounts (continued)
2. Segmental information (continued)
The Group's operating locations are based in the United Kingdom and Europe, with the Group also making sales in the USA and the rest of the world.
Revenue by destination from continuing operations | Unaudited 1 May to 31 October 2016 | Unaudited 1 May to 31 October 2015 | Audited 1 May to 30 April 2016 | ||
£000 | £000 | £000 | |||
United Kingdom | 20,794 | 19,861 | 30,426 | ||
United States of America | 12,364 | 12,431 | 41,078 | ||
Europe | 100,722 | 84,890 | 171,010 | ||
Rest of the world | 11,053 | 18,366 | 34,396 | ||
Revenue from continuing operations | 144,933 | 135,548 | 276,910 |
3. Special items | Unaudited 1 May to 31 October 2016 | Unaudited 1 May to 31 October 2015 | Audited 1 May to 30 April 2016 |
| ||
£000 | £000 | £000 |
| |||
Acquisition-related expenses | - | - | (1,344) |
| ||
Integration costs | - | (4,020) | (6,534) |
| ||
Amortisation of acquisition-related intangible assets | (6,478) | (6,473) | (13,140) |
| ||
(6,478) | (10,493) | (21,018) | ||||
Special items before taxation from continuing operations | (6,478) | (10,493) | (21,018) |
| ||
Special tax item - recognition of capital losses | - | 1,078 | 1,078 | |||
Special tax item - recognition of capital allowances | - | - | 955 | |||
Special tax item - other prior year and lookback period adjustments | - | - | 534 | |||
Special tax item - deferred tax credit as a result of the corporate rate change | 525 | 1,132 | 1,137 | |||
Tax on special items | 1,808 | 2,774 | 5,204 |
| ||
Special items after taxation from continuing operations | (4,145) | (5,508) | (12,110) |
| ||
|
· Acquisition-related expenses in the prior year to 30 April 2016 include advisory costs in respect of the Bespak pension scheme and in evaluation of potential transactions.
· Integration costs in the prior year are in relation to restructuring activity following the completion of the integration programme at Aesica; mainly employee and property or move related in nature.
· Amortisation of acquired intangible assets represents the charge for other intangible assets within Aesica (acquired in 2014) of £6.1m and £0.4m in relation to The Medical House acquired in 2009.
· A special tax item of £1.1m was recognised in the prior year as a result of the recognition of deferred tax on capital losses.
· A special tax item of £1.0m was recognised in the prior year as a capital allowance review was carried out in the year which resulted in assets being reclassified from non-qualifying to qualifying.
Notes to the accounts (continued)
3. Special items (continued)
· A special tax item of £0.5m was recognised in the prior year as the impact of a number of prior year adjustments made.
· A special tax item of £0.5m also arises in the current period (H1 FY2016: £1.1m, FY2016: £1.1m) in respect of a significant tax credit as the Group's deferred tax assets and liabilities were revalued using the lower rate of UK Corporate Tax of 17% from 1 April 2020 (reduced from 18%).
Special items from discontinued operations are described in note 15.
4. Finance costs | |||||
Unaudited 1 May to 31 October 2016 | Unaudited 1 May to 31 October 2015 | Audited 1 May to 30 April 2016 | |||
£000 | £000 | £000 | |||
Interest on bank overdrafts and loans including amortised fees | (1,587) | (1,719) | (3,328) | ||
Total finance costs | (1,587) | (1,719) | (3,328) | ||
Other finance costs | |||||
Net interest cost on defined benefit scheme | (427) | (342) | (667) | ||
Foreign exchange losses | (305) | (313) | (732) | ||
Total other finance costs | (732) | (655) | (1,399) |
5. Taxation | |||||
Unaudited 1 May to 31 October 2016 | Unaudited 1 May to 31 October 2015 | Audited 1 May to 30 April 2016 | |||
£000 | £000 | £000 | |||
Current income tax from continuing operations | |||||
UK corporation tax | 909 | 1,175 | 975 | ||
Adjustments in respect of prior periods | (206) | - | (1,953) | ||
Foreign tax | 1,448 | 653 | 1,130 | ||
Deferred taxation | (1,812) | (4,149) | (4,879) | ||
Income tax expense / (credit) reported in the consolidated income statement | 339 | (2,321) | (4,727) | ||
The tax charge from continuing operations is analysed between: | |||||
Tax on profit before special items | 2,672 | 2,664 | 4,181 | ||
Special tax item - recognition of capital losses | - | (1,078) | (1,078) | ||
Special tax item - recognition of capital allowances | - | - | (955) | ||
Special tax item - other prior year adjustments | - | - | (534) | ||
Special tax item - deferred tax credit as a result of the corporate rate change | (525) | (1,133) | (1,137) | ||
Tax on special items | (1,808) | (2,774) | (5,204) | ||
Income tax expense / (credit) reported in the consolidated income statement | 339 | (2,321) | (4,727) |
Special tax items above are described further in note 3.
Notes to the accounts (continued)
6. Earnings per share | |||||||
Unaudited 1 May to 31 October 2016 | Unaudited 1 May to 31 October 2015 | Audited 1 May to 30 April 2016 | |||||
£000 | £000 | £000 | |||||
The calculation of earnings per ordinary share is based on the following: | |||||||
Continuing operations (basic and diluted) | |||||||
Profit for the period - attributable to ordinary shareholders | 9,827 | 5,936 | 15,968 | ||||
Add back: Special items after taxation | 4,145 | 5,508 | 12,110 | ||||
Adjusted earnings | 13,972 | 11,444 | 28,078 | ||||
Discontinued operations (basic and diluted) | |||||||
Loss / (Profit) for the period - attributable to ordinary shareholders | - | (48) | (999) | ||||
Add back: Special items after taxation | - | 48 | 999 | ||||
Adjusted earnings | - | - | - | ||||
Total (basic and diluted) | |||||||
Profit for the period - attributable to ordinary shareholders | 9,827 | 5,888 | 14,969 | ||||
Add back: Special items after taxation | 4,145 | 5,556 | 13,109 | ||||
Adjusted earnings | 13,972 | 11,444 | 28,078 | ||||
Number of shares | |||
Weighted average number of ordinary shares in issue for basic earnings | 49,154,593 | 49,090,720 | 49,110,569 |
Weighted average number of shares owned by Employee Share Ownership Trust | (300,759) | (374,130) | (338,024) |
Average number of ordinary shares for in issue for basic earnings | 48,853,834 | 48,716,590 | 48,772,545 |
Dilutive impact of share options outstanding | 622,701 | 571,474 | 631,856 |
Diluted weighted average number of ordinary shares in issue | 49,476,535 | 49,288,064 | 49,404,401 |
Pence | Pence | Pence | |
Continuing operations | |||
Adjusted basic earnings per share | 28.6 | 23.5 | 57.6 |
Unadjusted basic earnings per share | 20.1 | 12.2 | 32.7 |
Adjusted diluted earnings per share | 28.2 | 23.2 | 56.8 |
Unadjusted diluted earnings per share | 19.9 | 12.0 | 32.3 |
Continuing and discontinued operations | |||
Unadjusted basic earnings per share | 20.1 | 12.1 | 30.7 |
Unadjusted diluted earnings per share | 19.9 | 11.9 | 30.3 |
Notes to the accounts (continued)
7. Dividends | ||||
| Unaudited 1 May to 31 October 2016 | Unaudited 1 May to 31 October 2015 | Audited 1 May to 30 April 2016 | |
£000 | £000 | £000 | ||
Final dividend for the year ended 30 April 2016 of 12.56p per share (2016: final dividend for 2015 of 11.68p per share) | 6,142 | 5,722 | 5,703 | |
Interim dividend paid in 2016: 6.75p per share | - | - | 3,296 | |
6,142 | 5,722 | 8,999 |
The directors are proposing an interim dividend for the year ending 30 April 2017 of 7.09p per share which will absorb an estimated £3.5 million of shareholders' equity. It will be paid on 17 February 2017 to shareholders who are on the register on 20 January 2017.
8. Capital expenditure
In the period there were additions to property, plant and equipment of £5.7 million (H1 FY2016: £9.3 million). Capital commitments contracted for but not provided for by the Group amounted to £5.4 million (H1 FY2016: £6.5 million).
9. Financial assets and liabilities
The following table sets out the classification of the Group's financial assets and liabilities. Receivables and payables have been included to the extent that they are classified as financial assets and liabilities in accordance with IAS 32, Financial Instruments: Presentation. Provisions have been included where there is a contractual obligation to settle in cash.
Unaudited 31 October 2016 | Unaudited 31 October 2015 | Audited 30 April2016 | |||
Financial assets | £000 | £000 | £000 | ||
Cash and cash equivalents* | 16,216 | 11,580 | 16,258 | ||
Trade receivables | 46,765 | 45,665 | 45,186 | ||
Other receivables | 8,688 | 7,130 | 3,659 | ||
Total loans and receivables * | 55,453 | 52,795 | 48,845 | ||
Available for sale financial asset - contingent consideration | - | 950 | - | ||
Equity investments | 8,250 | 6,266 | 8,250 | ||
Total available-for-sale financial assets | 8,250 | 7,216 | 8,250 |
Unaudited 31 October 2016 | Unaudited 31 October 2015 | Audited 30 April2016 | ||
Financial liabilities | £000 | £000 | £000 | |
Trade payables | (26,017) | (25,641) | (27,225) | |
Other creditors and accruals | (21,101) | (28,309) | (26,978) | |
Interest bearing loans and borrowings | (124,118) | (108,401) | (114,547) | |
Total amortised cost * | (171,236) | (162,351) | (168,750) | |
Currency exchange contracts | (250) | (30) | (256) | |
Total fair value through profit and loss financial liabilities | (250) | (30) | (256) |
* The directors consider that the carrying value of amounts of these financial assets and liabilities recorded at amortised cost in the financial statements are approximately equal to their fair values.
Notes to the accounts (continued)
9. Financial assets and liabilities (continued)
All financial liabilities have a contractual maturity date that is less than 12 months from the balance sheet date. The equity investments in Atlas Genetics Limited and Precision Ocular Limited are unquoted investments and therefore held at cost, less any provision for impairment as their fair value cannot be measured reliably in the absence of an active market.
Interest bearing loans and borrowings includes a borrowing of £37.4m at 31 October 2016 (H1 FY2016: £27.3m) which has been designated as a hedge of the net investments in the two subsidiaries in Germany and Italy, Aesica Pharmaceuticals GmbH. and Aesica Pharmaceuticals S.r.l. This borrowing is being used to hedge the Group's exposure to the euro exchange risk on these investments. Gains or losses on the retranslation of this borrowing are transferred to OCI to offset any gains or losses on translation of the net investments in the subsidiaries.
Financial assets at fair value | ||||
Level 1 | Level 2 | Level 3 | Total | |
| £000 | £000 | £000 | £000 |
At 31 October 2016 | ||||
Available for sale financial asset - contingent consideration | - | - | - | - |
At 31 October 2015 | ||||
Available for sale financial asset - contingent consideration | - | - | 950 | 950 |
At 30 April 2016 | ||||
Available for sale financial asset - contingent consideration | - | - | - | - |
Financial liabilities at fair value | ||||
Level 1 | Level 2 | Level 3 | Total | |
| £000 | £000 | £000 | £000 |
At 31 October 2016 | ||||
Currency exchange contracts | - | (250) | - | (250) |
At 31 October 2015 | ||||
Currency exchange contracts | - | (30) | - | (30) |
At 30 April 2016 | ||||
Currency exchange contracts | - | (256) | - | (256) |
Under the terms of the disposal of King Systems, completed on 15 February 2013, the purchaser, Ambu A/S, was due to pay amounts of consideration contingent upon the performance of King following disposal. The financial asset at 31 October 2015 related to the final payment for the sales of King Vision products for the year ending 30 April 2016. King Vision sales by Ambu in FY2016 were insufficient to trigger a further contingent consideration payment to Consort Medical, therefore the remaining contingent consideration was reduced to nil at 30 April 2016.
Notes to the accounts (continued)
10. Analysis of net debt | |||||||
Unaudited 31 October 2016 | Unaudited 31 October 2015 | Audited 30 April2016 | |||||
£000 | £000 | £000 | |||||
Current assets: | |||||||
Cash and cash equivalents | 16,216 | 11,580 | 16,258 | ||||
16,216 | 11,580 | 16,258 | |||||
Group borrowings: | |||||||
Interest-bearing loans and borrowings | (124,118) | (108,401) | (114,547) | ||||
Unamortised facility fees | 1,141 | 1,533 | 1,338 | ||||
Net borrowings | (122,977) | (106,868) | (113,209) | ||||
Net debt | (106,761) | (95,288) | (96,951) | ||||
In September 2014, the Group cancelled its $56m multicurrency revolving facility and £40m multicurrency revolving facility and signed a new £160m multicurrency revolving facility. The Group also has a £65m "accordion" facility by which further facilities may be made available by Barclays, Lloyds, RBS and Santander under the current terms to support significant investment or acquisition opportunities which may arise. The revolving credit facilities expire in September 2019. Whilst the multi-year revolving committed credit facility does not expire for nearly three years, the debt within this is disclosed as less than one year on the balance sheet, as it is drawn for one-month periods, and then redrawn as appropriate to minimise the amount of debt drawn relative to the Group's needs to minimise the interest payable. The undrawn facilities are unsecured. The bank loans and overdrafts are subject to cross-guarantees between Group undertakings. Interest on the multicurrency revolving credit facility is charged at LIBOR plus a margin of between 1.65% and 1.90%, depending upon the ratio of net debt to EBITDA (earnings before interest, tax, depreciation and amortisation), and on UK overdrafts at 1.75% above UK base rate.
11. Reconciliation of net cash flow to movement in net debt | |||||
Unaudited 1 May to 31 October 2016 | Unaudited 1 May to 31 October 2015 | Audited 1 May to 30 April 2016 | |||
£000 | £000 | £000 | |||
Net debt at the beginning of the period | (96,951) | (99,213) | (99,213) | ||
Net (increase) / decrease in cash and short-term borrowings | (5,069) | 4,198 | 5,590 | ||
Effects of exchange rate changes | (4,536) | 283 | (2,698) | ||
Amortisation of facility fees | (197) | (198) | (393) | ||
Other non-cash movements | (8) | (358) | (237) | ||
Net debt at the end of the period | (106,761) | (95,288) | (96,951) |
Notes to the accounts (continued)
12. Defined benefit pension scheme deficit | |||||
Unaudited 1 May to 31 October 2016 | Unaudited 1 May to 31 October 2015 | Audited 1 May to 30 April 2016 | |||
£000 | £000 | £000 | |||
Pension deficit at start of the period | 27,157 | 21,147 | 21,147 | ||
Current service cost | 44 | 790 | 1,479 | ||
Interest income | (1,556) | (1,685) | (3,371) | ||
Interest cost | 1,985 | 2,026 | 4,038 | ||
Return on scheme assets excluding interest | (10,475) | 4,768 | 5,728 | ||
Effect of demographic adjustments | - | - | (568) | ||
Loss / (gain) from changes in financial assumptions | 26,370 | (5,087) | 216 | ||
Employer contributions | (797) | (983) | (1,776) | ||
Payments from plans | - | - | (6) | ||
Foreign exchange | 566 | 4 | 270 | ||
Pension deficit at end of the period | 43,294 | 20,980 | 27,157 |
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 2016. There were no material related party transactions in the 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 26 to 28 of the Group's 2016 Annual Report & Accounts, a copy of which is available on the Group's website www.consortmedical.com. The risks are summarised below:
· Reliance upon key customers / products
· Major operational incident
· Growth risk
· Acquisition risk
· Legal risk
· Political / Socio-economic risk
· Development risk
· Product quality failure
· Corporate Social Responsibility
· Regulatory risk
· IT / Cyber risk
· Human Resources risk
· Financial risks including currency risk, interest rate risk, liquidity and leverage risk
· Pension risk
In the period the Group has recognised two additional principal risks:
· Impact of Brexit - The vote to leave the EU has resulted in some uncertainty, including currency volatility and a significant weakening of sterling. Whilst the weakening of sterling has had a beneficial translation impact on the Group's sterling results, it continues to monitor the impact of Brexit on its principal risks and any direct or indirect resultant complexities this may bring.
· Distributable reserves - Following the Brexit vote and subsequent changes in UK monetary policy, corporate bond yields have fallen sharply, leading to substantial increases in the Bespak pension deficit. The Group continues to monitor the impact of this on its ability to pay dividends in future periods.
Notes to the accounts (continued)
15. Discontinued operations
The results arising from King Systems are classified as discontinued operations and special items and have been included in the consolidated income statement as follows:
Unaudited 1 May to 31 October 2016 | Unaudited 1 May to 31 October 2015 | Audited 1 May to 30 April 2016 | |||
£000 | £000 | £000 | |||
Loss on disposal: movement in fair value of contingent consideration | - | (48) | (999) | ||
Loss before tax on discontinued operations | - | (48) | (999) | ||
Net loss on discontinued operations attributable to the owners of the Company | - | (48) | (999) |
16. Share capital
Share capital as at 31 October 2016 amounted to £4.9 million (April 2016: £4.9 million). During the period, the Group issued 75,590 shares as part of exercises under the Consort Savings Related Share Option Scheme for total consideration of £0.5 million.
The Group purchases its own shares using an Employee Share Ownership Trust (ESOT) to satisfy entitlements under the Group's long-term incentive plan. The cost of the shares held by the ESOT is deducted from retained earnings. The Group purchased 276,244 shares for a consideration of £2.9 million during the period (H1 FY2016: £2.1 million, FY2016: £2.2 million). As at 31 October 2016, the ESOT held a total of 300,375 ordinary shares (30 April 2016: 301,521 shares) at a cost of £2.8 million (30 April 2016: £2.5 million) and market value of £2.3 million (30 April 2016: £2.3 million).
17. Acquisition of subsidiary
On 12 November 2014, the Group acquired 100 per cent of the issued share capital of Aesica Holdco Limited, obtaining control of Aesica Holdco Limited ('Aesica'). The goodwill balance as at 31 October 2016 in relation to Aesica is £115.3m (FY 2016: £106.8m).
During the year ended 30 April 2016, the Group completed the initial accounting for the acquisition as disclosed in the 2016 annual report and accounts. Therefore, as set out in the table below, the 31 October 2015 comparative information has been adjusted retrospectively to amend the provisional fair values of the identifiable assets acquired and liabilities assumed as at the date of acquisition. The financial statements for the year ended 30 April 2016 included the same restatement to its 30 April 2015 comparatives.
Notes to the accounts (continued)
17. Acquisition of subsidiary (continued)
The fair values of the identifiable assets acquired and liabilities assumed as at the date of acquisition were as set out in the table below:
| Provisional fair values as previously reported | Restatement | Restated Fair value recognised on acquisition |
| £000 | £000 | £000 |
Assets |
|
|
|
Property, plant and equipment | 71,312 | (5,713) | 65,599 |
Cash and cash equivalents | 6,221 | - | 6,221 |
Trade receivables | 33,307 | (1,288) | 32,019 |
Inventory | 26,930 | 41 | 26,971 |
Identified intangible assets | 82,299 | - | 82,299 |
Other intangible assets | 410 | - | 410 |
Current tax | 1,765 | (1,578) | 187 |
Other receivables | 3,550 | (38) | 3,512 |
Total identified assets | 225,794 | (8,576) | 217,218 |
|
|
|
|
Liabilities |
|
|
|
Trade and other payables | (24,377) | - | (24,377) |
Accruals, deferred income , provisions and other payables |
(46,079) |
(1,022) |
(47,101) |
Deferred tax liability | (29,812) | 4,029 | (25,783) |
Total identified liabilities | (100,268) | 3,007 | (97,261) |
|
|
|
|
Net identified assets | 125,526 | (5,569) | 119,957 |
Goodwill | 101,103 | 5,569 | 106,672 |
Total consideration | 226,629 | - | 226,629 |
The significant adjustments made to fair values were as follows:
· Property, plant and equipment - decrease of £5.7m as a result of concluding a detailed review and valuation exercise
· Trade receivables - decrease of £1.3m to increase provisions against old debtor balances and credit notes
· Accruals, deferred income, provisions and other payables - decrease of £1.0m mainly as a result of new information obtained which reflects circumstances in existence at the acquisition date
· Current tax - decrease of £1.6m to record additional provisions
· Deferred tax - increase of £2.1m on the non-tax related opening balance sheet adjustments above
· Deferred tax - since 31 October 2015, a deferred tax asset of £1.9m has been recognised as the amount of spend treated as qualifying for capital allowances has been reduced by customer contributions in Aesica which were received pre-acquisition. The impact of this change has been to decrease goodwill by the same amount.
The directors have not restated the income statement for the year ended 30 April 2015 for the effect of this restatement as it was not material.
Related Shares:
CSRT.L