21st Nov 2013 07:00
UDG Healthcare plc
Preliminary Announcement of Results
Year ended 30 September 2013
UDG Healthcare plc (formerly United Drug plc), a leading international provider of services to healthcare manufacturers and pharmacies, announces its preliminary results for the year ended 30 September 2013, after a year of substantial progress for the Group.
Highlights
IFRS based |
Adjustments** |
Adjusted |
Increase on 2012 | |
€'mn | €'mn | €'mn | % | |
Revenue | 2,033.0 | - | 2,033.0 | 11 |
Operating profit | 48.3 | 46.8 | 95.1 | 13 |
Profit before tax | 35.0 | 46.8 | 81.8 | 8 |
Diluted earnings per share (cent)* | 11.76 | 15.29 | 27.05 | 7 |
Dividend per share (cent) | 9.56 | - | 9.56 | 6 |
2013 | 2012 | |||
Net debt (€'mn) | 237.8 | 217.7 | ||
Net debt/EBITDA*** (times) | 2.12 | 2.22 |
* On a constant currency basis, the increase in diluted earnings per share over 2012 is 8%.
**Amortisation of acquired intangible assets, acquisition costs and exceptional items.
*** EBITDA before acquisition costs and exceptional items including annualised EBITDA of companies acquired during the year.
UDG Healthcare plc believes that the adjusted operating profit, adjusted profit before tax and adjusted diluted earnings per share are more appropriate measures of the underlying Group performance than those measurements set out in the primary financial statements, as this information is in a format communicated to and reviewed by the investment community.
2013 Financial highlights
· Adjusted diluted earnings per share increased by 8% on a constant currency basis. The reported growth of 7% was impacted by exchange rates on the translation of non-euro profits in the second half of the year.
· Strong growth across the Group with revenue of €2.03 billion, 11% ahead of 2012.
· Adjusted operating profit growth of 13% in the year.
· Adjusted pre-tax profit increased by 8% to €81.8 million.
· Strong operating cash performance including a €7.4 million net cash inflow from working capital.
· Investment of €81.9 million in acquisitions, computer software, property, plant and equipment increased net debt to €237.8 million, whilst net debt/EBITDA reduced to 2.12 times.
· Proposed 6% increase in final dividend to 6.95 cent per share, giving a total dividend for the year of 9.56 cent per share, a 6% increase on 2012.
2013 Strategic & operating highlights
· All five acquisitions completed in 2012 have been successfully integrated, with the emphasis now on generating further revenue and cost synergies from these businesses. As anticipated, an exceptional charge of €24.3 million net of tax was incurred during the year, primarily relating to the closure of the UK commercial packaging facility and restructuring costs associated with the businesses acquired in 2012.
· Group rebranded as UDG Healthcare plc and a business unit rebranding programme is underway to enable us market our service offering to international healthcare clients using a consistent brand within each division.
· Continued internationalisation of the Group with the US now contributing 34% of the Group's operating profits, up from 26% in 2012.
· Operating profits increased by 55% in the Sales, Marketing and Medical division.
· Strong performance and continued market share gains in wholesale despite Government austerity measures.
· Another very strong performance in our US packaging business.
Chief Executive's comment
Commenting on the 2013 performance, UDG Healthcare plc Chief Executive Officer, Liam FitzGerald said:
"2013 has been a year of substantial progress for the Group. Group revenues for the year of €2.03 billion were 11% higher than in 2012. Operating profits have grown by 13%, and earnings per share have increased by 8% on a constant currency basis.
Following the successful integration of the businesses acquired in 2012 and the recent rebranding, UDG Healthcare plc has further strengthened its position as an international leader in the provision of high quality outsourcing solutions for healthcare companies across 22 countries. The US, UK and the Eurozone each generated circa one third of the Group's operating profits during the year, with the US increasing its share by 8% to 34% over the year.
UDG Healthcare plc continues to develop and grow our service offering to international healthcare clients. The rebranding will enable each division to sell services more successfully and our strengthened senior management team will enable us to run the expanded Group more effectively. The Group has considerable long-term financing facilities available and good internally generated cash flow to support our growth objectives. The Group holds strong market positions in attractive markets and remains very positive about our future growth prospects."
Analyst presentation:
A presentation for investors and analysts will be held in London at 9.00 GMT, today Thursday 21 November. If you wish to attend please contact Powerscourt on the details below. Alternatively, to dial into the presentation, the details are as follows: - Standard International Access +44 (0) 20 3003 2666 - UK Toll Free 0808 109 0700 - Password: UDG Healthcare
For reference:
Investors and Analysts: Liam FitzGerald UDG Healthcare plc Tel: +353-1-463-2300 |
Alan Ralph UDG Healthcare plc Tel: + 353-1-463-2300 |
|
Media:
Greg Lawless / Lisa Kavanagh / Claire Turvey
Powerscourt
Tel: +44-207-250-1446
About UDG Healthcare plc:
Listed on the London Stock Exchange, UDG Healthcare plc is a leading international provider of services to healthcare manufacturers and pharmacies, with operations in 22 countries including the US, UK, Ireland and Germany.
Following the rebrand to UDG Healthcare plc, the Group now operates across three divisions: Ashfield Commercial and Medical Services, Supply Chain Services and Sharp Packaging Services.
Ashfield Commercial and Medical Services is a global leader in the provision of contract sales outsourcing services to pharmaceutical manufacturers with operations in major markets including continental Europe, the UK, North America and a presence in South America and Asia. The division provides sales teams, telesales, nurse educators, medical information, healthcare communications and event management services to healthcare companies in 22 countries. It focuses on supporting healthcare professionals and patients at all stages of the product life cycle.
Supply Chain Services includes the United Drug Supply Chain Services and the Aquilant Specialist Healthcare Services businesses. United Drug Supply Chain Services is the largest pharmaceutical wholesaler in the island of Ireland. It is also the leading pre-wholesaler in Ireland and has achieved the No.1 position in the UK through its joint venture business UniDrug Distribution Group. The division provides logistics services to healthcare companies, pharmacies and hospitals in the UK and Ireland. Aquilant Specialist Healthcare Services is a leading provider of outsourced sales, marketing, distribution and engineering services to the medical and scientific sectors in Ireland and the UK.
Sharp Packaging Services is a leading international provider of pharmaceutical contract packaging and clinical trials materials services with facilities in the US, UK, Dutch and Belgian markets.
For more information go to: www.udghealthcare.com
Review of Operations
Sales, Marketing & Medical (now rebranded as Ashfield Commercial and Medical Services)
Our Sales, Marketing and Medical division (SMM) provides outsourced sales, marketing and medical services to the global healthcare industry. In 2013, the division's revenue grew by 74% to €371.8 million, whilst operating profits increased by 55% to €31.8 million. This division now generates one third of Group operating profits.
Contract sales enjoys global growth
In contract sales outsourcing (CSO), we have had a very busy year. In September 2012 we completed the acquisition of Pharmexx. Much effort has been expended in restructuring this business and integrating it into Ashfield, and we are very happy with the progress to date and the future outlook for this business.
Following our recent acquisitions of Expansis in Spain and MCG in Canada, we are now CSO market leaders in Canada, Spain, Portugal, Scandinavia and Austria, as well as the UK and Ireland. The business is also in a strong position in the German market and we have had a number of very encouraging wins in Japan with our partner CMIC. We finished the year with over 200 medical sales representatives in Japan - a considerable increase on last year.
In January 2013 we merged our Ashfield CSO and Alliance call centre offerings in the US. As a result, we have enjoyed a number of significant new business wins, as clients look for multi-channel solutions to their outsourcing requirements. We also offer call centre services in the UK, Germany, Denmark and Spain. These centres enable us to offer medical information, telesales and patient adherence programmes as complementary services to our core sales offering.
Overall, it appears that the total number of sales representatives working in the pharmaceutical industry is declining. However, the proportion being outsourced is increasing as the industry looks for a more flexible, cost-effective way to promote its products. This outsourcing trend continues to open up fresh opportunities for Ashfield and we are regularly asked to develop new solutions for our pharmaceutical clients.
As well as providing sales teams, we are also achieving strong growth in the nursing services segment of our CSO business in the UK, Ireland and the US. We plan to continue to build on this in 2014 by exploring wider opportunities for nursing services across Europe.
Communications and consultancy achieving strong growth
Our healthcare communications and consultancy business had another very strong year, with increased revenue and profits. In 2012 we completed the acquisition of Watermeadow, significantly adding to our healthcare communications business. We now have offices in Manchester, Oxford, Copenhagen, New York and Connecticut, each offering services to clients on a global basis. In addition to benefitting from underlying market growth, we have continued to take market share from other healthcare communications companies. We are well positioned for further growth and to achieve our aim of becoming one of the leading global healthcare communications and consultancy businesses.
US growth and events management
In addition to the growth achieved via the merged US CSO and call centre business, DSA and Synopia have performed well in their first year as part of our US business. They both add significantly to our medical affairs offering and we expect that they will act as the basis for a wider international offering in the future.
Universal WorldEvents is the number one global event management company serving the healthcare sector. The business, which is being rebranded as Ashfield Meetings and Events, has continued to thrive this year, once again delivering good revenue and profit growth.
Healthcare Supply Chain (now rebranded as Supply Chain Services comprising the United Drug and Aquilant businesses)
The Healthcare Supply Chain division combines all of our healthcare logistics based businesses across United Drug and Aquilant. In 2013, divisional revenue of €1.47 billion was 1% higher than last year, while operating profits of €46.2 million were 4% behind 2012.
United Drug
Revenue in our Irish wholesale operation was higher than in 2012, driven by further growth in our market share, despite the overall market declining in value. Market volumes continue to grow consistently, although prices were impacted by Government instigated medicine price reductions in November 2012. This business has continued to generate strong cashflow from working capital reductions.
In pre-wholesale in Ireland we have further strengthened our market leading position through a number of new contract wins. Our consumer business also saw growth through the addition of new agencies and a modest recovery in consumer spending at retail pharmacy level, which appears to be driving a return to growth in over-the-counter sales.
Investing in the future
During 2013 we invested in significant automation and capacity expansion in our Dublin wholesale facility, which will be largely completed by quarter one of the 2014 financial year. This will give us a platform to manage future volume growth in a highly cost-effective and efficient manner. It will also give us enhanced security and a higher quality operation, which will be a positive selling point for future distribution contract tenders. Finally, we are engaged in the roll out of a new ERP system that will further improve our efficiency and capability in this high volume, low margin market.
In Northern Ireland, our wholesale business continues to perform well. We also completed a major automation and expansion project in Belfast that will facilitate expected growth and drive further efficiency. Meanwhile our Omagh depot has been closed, incurring some exceptional costs with the business moving to the Belfast site. These investments will facilitate enhanced customer service, further volume growth and greater operational efficiencies for the future.
UK market leader
UniDrug Distribution Group, our UK pre-wholesale joint venture with Alliance Boots, has continued to perform very well and is now the strong leader in the outsourced UK pre-wholesale market. Multiple new contract wins have driven the profit increase in 2013 and we are now in the process of leasing additional capacity for the future, which we expect to have ready for occupancy in quarter four of the 2014 financial year.
Aquilant Specialist Healthcare Services
Following a number of strategically important business wins in 2012 and early 2013, our medical and scientific businesses have invested heavily in 2013 to successfully implement key projects for future growth.
By outsourcing their portfolios, several multinational medical and scientific partners have achieved improved growth, thanks to our expertise in sales, marketing, customer service, distribution and order-to-cash solutions throughout the UK, Ireland and Holland.
Our continued focus and specialisation in priority treatment areas such as endoscopy, cardiology, radiology, surgical and orthopaedics ensures we can continue to be the partner of choice for both established brands and new-to-market, niche, innovative technologies.
Our pharmaceutical specials business in the UK continues to be impacted by the NHS introduction of a "drug tariff" which sets the reimbursement price on the most popular products in this market. The majority of high volume specials have now been included in this scheme.
During the second half of the year we merged our Oxford-based specials businesses onto the site of our specialist manufacturing facility in Newcastle-upon-Tyne. We also secured significant customer wins including Sainsbury's supermarkets throughout the UK, and we believe our value-added approach positions us well for the future in this market.
Packaging & Specialty (now rebranded as Sharp Packaging Services)
Our Packaging businesses provide commercial and clinical packaging, storage, logistics and project management to the pharmaceutical and biotech industry. In 2013 divisional revenue grew by 22% to €196.0 million, while operating profits of €17.2 million were 11% ahead of 2012.
US growth
This year we have continued to strengthen our position in the US commercial packaging market, resulting in another very strong performance. We achieved strong growth in all market segments, but achieved particularly good growth with biotech companies which continue to represent one of the fastest growing segments of the global packaging market.
Serialisation will be a key driver of future growth in the packaging industry following regulation in the US and Europe requiring pharmaceutical companies to be able to track and trace products in the supply chain from 2017. To prepare for this change we have invested heavily in serialisation technology and expertise and have a strong record of providing serialisation solutions to our customers since 2008. As 2017 draws nearer, we are seeing a significant increase in the number of new serialisation projects being won by our commercial packaging business. This market trend adds significant value to our service offering and will result in longer term relationships with our global clients. Our experience and track record in serialisation gives us a significant 'first mover advantage' in this vital area.
Work is well progressed on the first phase of a capacity expansion programme at our Allentown facility in Pennsylvania. We expect to invest $20 million in increasing capacity at this facility over the next two years. This will enable us to meet the expected strong future growth in demand for our high quality, efficient client focused service in the US market.
Positioning Europe for the future
We continue to see growth opportunities in the European packaging market and have spent 2013 restructuring our business to capture these opportunities. In May 2013, following an in-depth review, we announced the closure of our UK commercial packaging site. Since then, we have been transferring projects from the UK to our other European sites in Holland and Belgium, and expect to cease production in the UK in December 2013. This will result in the more efficient use of capacity and will increase our operating leverage in 2014. A number of significant new contracts commenced during the second half of the year, mainly from clients of our US commercial packaging business. We have also strengthened our European business by recently aligning the management of our European and US commercial packaging businesses to significantly improve performance next year. Although this business was loss-making during 2013, we do expect that the changes which have been implemented will result in a substantially improved performance in 2014.
Clinical strengths
Our clinical trials packaging and supplies business, Sharp Clinical, enables us to engage with our customers in the pre-commercial phase of a drug's lifecycle. The integration of Sharp Clinical into the division has gone very well and has strengthened our position in the clinical packaging services market.
We are now seeing increased business and operational opportunities as we align our commercial and clinical businesses. This has led to new business wins and customers benefiting from both services.
Specialty
We have invested heavily in our Irish specialty homecare business in advance of the significant up-lift in activity as a result of winning a major Irish Government tender to provide infusion services in patients' homes, rather than in a clinical setting. This investment impacted profits during 2013 as we scaled up the business. However, we believe that this contract will drive good profit growth for this business in 2014. The UK specialty vaccine business performed well during the year.
As part of the divisional rebranding programme in 2014, the UK specialty vaccine business will transfer to the Ashfield Commercial and Medical Division and the Irish based specialty homecare business will transfer to the Supply Chain Services Division.
Group development and outlook
2013 has been a year of substantial progress for the Group.
We have integrated the five acquisitions which were made in late 2012, the most significant of which was the international contract sales outsourcing business Pharmexx. In recent months we have also acquired additional businesses in Spain and Canada which are being merged with our existing Pharmexx businesses to create the strong market leader in both countries.
We have continued to make significant investments in our business technology systems and to increase the efficiency and capacity of both our distribution and packaging businesses to enable these businesses to continue their growth.
The Group changed its name to 'UDG Healthcare plc' on 27 September 2013. It is expected that this change, when combined with the improved brand consistency within each division, will enable us to market our services more effectively to international healthcare companies.
Alan Ralph became Chief Financial Officer in June 2013, having previously been responsible for our distribution businesses for the past ten years. Brendan McAtamney joined the Group as Chief Operating Officer in September 2013. Brendan's multinational pharmaceutical experience will be extremely valuable in optimising operational performance and in expanding our sales of international outsourced healthcare solutions.
The Sales, Marketing & Medical division had another successful year with operating profits increasing by 55% from 2012. The rebranded Ashfield Commercial and Medical Services Division is now a global leader in the provision of contract sales outsourcing services to pharmaceutical manufacturers with operations in major markets including continental Europe, the UK, North America and a presence in South America and Asia. It also provides a range of complementary services to its global clients including high growth, high margin services such as healthcare communications.
The Healthcare Supply Chain division has continued to perform well despite experiencing significant austerity measures in the markets in which it operates. We continued to grow our market leading positions in our wholesale and pre-wholesale businesses in both Ireland and the UK and have now largely completed investments to improve efficiency and capacity, leaving these businesses well positioned for the future. Supply Chain Services now includes both the United Drug and the Aquilant brands and is a leading provider of distribution services to healthcare clients in the UK and Ireland.
In the Packaging & Specialty division, our packaging business had another very strong year in the US and we have restructured the European business to enable it to substantially improve its performance in 2014. Sharp Packaging Services is one of the leading international providers of pharmaceutical contract packaging and clinical trials materials services to international healthcare clients.
The Group expects to show strong underlying operating profit growth in 2014 although the increased interest costs associated with the recently completed private placement loan note issue and once-off costs relating to rebranding will moderate the level of growth in earnings per share in 2014.
UDG Healthcare plc continues to develop and grow our service offering to international healthcare clients. The rebranding will enable each division to sell our services more successfully and our strengthened senior management team will enable us to run the expanded Group more effectively. The Group has considerable long-term financing facilities available and good internally generated cash flow to support our growth objectives. The Group holds strong market positions in attractive markets and remains very positive about our future growth prospects.
Finance Review
Overview of results
Group revenue for the year of €2.03 billion was 11% higher than 2012. Operating profit, before acquisition costs, exceptional costs and the amortisation of acquired intangible assets, was 13% ahead of 2012 at €95.1 million. Pre-tax profit, on the same basis, was 8% ahead of 2012 at €81.8 million.
Operating profit €'mn
|
Profit before tax €'mn | Diluted earnings per share cent | |||||
IFRS based | 48.3 | 35.0 | 11.76 | ||||
Amortisation of acquired intangible assets | 15.4 | 15.4 | 4.59 | ||||
Acquisition costs | 1.6 | 1.6 | 0.60 | ||||
Exceptional items | 29.8 | 29.8 | 10.10 | ||||
Adjusted | 95.1 | 81.8 | 27.05 | ||||
Adjusted 2012 | 84.4 | 75.8 | 25.37 | ||||
% Increase | 13% | 8% | 7% | ||||
Revenue
Revenue for the year was 11% ahead of 2012 at €2.03 billion. Each of our three divisions reported revenues ahead of last year. Acquisitions completed during the year contributed €24.6 million to revenue.
Adjusted Operating Profit
Operating profit for the year of €95.1 million was 13% higher than in 2012. Acquisitions completed during the year contributed €1.2 million to operating profit.
Adjusted Profit before Tax
Net interest costs for the year of €13.4 million were €4.7 million higher than in 2012, primarily due to the impact of acquisitions made in late 2012. After interest costs, profit before tax of €81.8 million was 8% higher than in 2012.
Adjusted Earnings per Share
Earnings per share for the year were 7% ahead of 2012 at 27.05 cent. On a constant currency basis the increase was 8%. Further details on the primary exchange rates used are provided in note 16.
Geographical split of operating profit
The Group's adjusted operating profit was evenly spread. The UK and the US generated 35% and 34% respectively, whilst the rest of the Eurozone (including Ireland) generated 31% of operating profit in the year.
Intangible amortisation on acquired intangibles
The amortisation charge on acquired intangible assets for the year was €15.4 million (2012: €13.5 million).
Acquisitions
The Group completed the acquisition of three businesses during the year. The net cash outflow on these acquisitions was €5.4 million with deferred and contingent consideration payable of €6.1 million. The net assets acquired with these acquisitions were €3.6 million with goodwill of €10.5 million.
Costs of €1.6 million were incurred on the acquisition activity undertaken during the year. These costs were primarily professional fees for due diligence, legal negotiations and contracts. These costs are shown separately on the Group income statement.
Exceptional items
An exceptional charge of €24.3 million net of tax was incurred during the year, primarily relating to the closure of the UK commercial packaging facility and restructuring costs associated with the businesses acquired in 2012.
Cash Flow
Net debt increased by €20.1 million during the year to €237.8 million. Working capital management was again a strong feature of performance in 2013, generating a net €7.4 million cash inflow. The net cash inflow from operating activities was €77.5 million including an outflow of €11.6 million relating to exceptional items. The net cash outflow from acquisitions completed during the year was €5.4 million whilst €24.5 million was paid out in deferred and contingent consideration in relation to acquisitions from previous years. €53.4 million was also invested in computer software, property, plant and equipment, mainly in relation to capacity expansion and automation to enable our businesses to achieve future growth in an efficient manner.
Balance Sheet
Year end net debt was €237.8 million. The net debt to EBITDA ratio was 2.12 times (2012: 2.22 times) and interest was covered 10.0 times by EBITDA (2012: 11.6 times). Our financial covenants are based on net debt to EBITDA being less than 3.5 times and EBITDA interest cover being greater than three times.
Long term funding
The Group completed a US$170 million (€131 million) private placement loan note issue on 25 September 2013. The notes have maturities of 10 and 12 years and a weighted average fixed annual interest rate of 3.7%. Half of the funds raised will be used to repay bank facilities and existing loan note maturities in 2014. The balance will be available to support the future growth of the Group.
Bilcare guarantee
During the year, the Group announced that a subsidiary, Sharp Clinical Services (UK) Limited ("SCS"), had received a demand for $15m (€11.1m) as a co-guarantor of a bond issued in 2010 by SCS's previous parent, Indian company Bilcare Limited ("Bilcare"). UDG Healthcare plc acquired SCS in August 2012, at which time Bilcare directly confirmed and warranted that SCS was not a guarantor of any liabilities, including Bilcare's 2010 bond issue. SCS has a number of strong legal defences available to it and will vigorously defend the claim.
Dividends
The directors are proposing a final dividend of 6.95 cent per share. This gives a total dividend for the year of 9.56 cent per share, an increase of 6% on the total 2012 dividend.
Subject to shareholder approval at the Company's 2014 Annual General Meeting, the proposed final dividend of 6.95 cent per share will be paid on 24 February 2014 to ordinary shareholders on the Company's register at 5.00 p.m. on 29 November 2013. A Dividend Reinvestment Plan (DRIP), which enables shareholders who elect to participate to use their cash dividend to acquire additional shares in the Company, is available in respect of the final dividend. The final date for receipt or cancellation of elections under the DRIP will be 28 January 2014.
2013 Annual Report and Annual General Meeting
The 2013 Annual Report and Accounts will be published in January 2014 and the Annual General Meeting of the Company will be held on 4 February 2014.
Forward-looking information
Some statements in this announcement are forward looking. They represent expectations for the Group's business, and involve risks and uncertainties. The Group has based these forward-looking statements on current expectations and projections about future events. The Group believes that expectations and assumptions with respect to these forward-looking statements are reasonable. However, because they involve known and unknown risks, uncertainties and other factors, which in some cases are beyond the Group's control, actual results or performance may differ materially from those expressed or implied by such forward-looking statements.
This announcement and further information is available on our web-site:
www.udghealthcare.com.
Group income statement
for the year ended 30 September 2013
|
|
| |||||
Pre-exceptional items | Exceptional items | 2013Total | 2012 Total | ||||
Notes | €'000 | €'000 | €'000 | €'000 | |||
Revenue | 3 | 2,033,024 | - | 2,033,024 | 1,830,206 | ||
Cost of sales | (1,706,547) | - | (1,706,547) | (1,528,523) | |||
Gross profit | 326,477 | - | 326,477 | 301,683 | |||
Distribution expenses | (225,973) | (23,461) | (249,434) | (211,853) | |||
Administrative expenses | (10,878) | (1,608) | (12,486) | (11,418) | |||
Other operating expenses | (16,437) | (4,720) | (21,157) | (13,512) | |||
Acquisition costs | 13 | (1,647) | - | (1,647) | (3,307) | ||
Share of joint ventures' profit after tax | 4 | 6,543 | - | 6,543 | 6,007 | ||
Operating profit | 78,085 | (29,789) | 48,296 | 67,600 | |||
Finance income | 5 | 13,152 | - | 13,152 | 8,012 | ||
Finance expense | 5 | (26,506) | - | (26,506) | (16,626) | ||
Profit before tax | 64,731 | (29,789) | 34,942 | 58,986 | |||
Income tax expense | (12,118) | 5,468 | (6,650) | (11,373) | |||
Profit for the financial year | 52,613 | (24,321) | 28,292 | 47,613 | |||
Profit attributable to: | |||||||
Owners of the parent | 28,322 | 47,700 | |||||
Non-controlling interests | (30) | (87) | |||||
28,292 | 47,613 | ||||||
Earnings per share | |||||||
Basic | 7 | 11.79c | 19.96c | ||||
Diluted | 7 | 11.76c | 19.89c |
Group statement of comprehensive income
for the year ended 30 September 2013
Notes | 2013 €'000 | 2012 €'000 | |
Profit for the financial year | 28,292 | 47,613 | |
Other comprehensive income: Items that will not be reclassified to profit or loss: | |||
Defined benefit plan actuarial gain/(loss) | 3,314 | (6,522) | |
Deferred tax on items that will not be reclassified to profit or loss | (951) | 751 | |
2,363 | (5,771) | ||
Items that may be reclassified subsequently to profit or loss: Foreign currency translation adjustment | 10 | (22,444) | 29,959 |
Gain/(loss) on hedge of net investment in foreign operations | 10 | 5,168 | (2,131) |
Group cash flow hedges: | |||
- Effective portion of cash flow hedges - movement into reserve | (12,908) | 2,193 | |
- Effective portion of cash flow hedges - movement out of reserve | 7,803 | (4,325) | |
Effective portion of cash flow hedges | 10 | (5,105) | (2,132) |
- Movement in deferred tax - movement into reserve | 1,613 | (274) | |
- Movement in deferred tax - movement out of reserve | (975) | 540 | |
Net movement in deferred tax | 10 | 638 | 266 |
(21,743) | 25,962 | ||
Other comprehensive (expense)/income for the financial year | (19,380) | 20,191 | |
Total comprehensive income for the financial year | 8,912 | 67,804 | |
Total comprehensive income attributable to: | |||
Owners of the parent | 8,942 | 67,891 | |
Non-controlling interests | (30) | (87) | |
8,912 | 67,804 |
Group statement of changes in equity
for the year ended 30 September 2013
Equity | Other | Attributable | |||||
share | Share | Retained | reserves | to owners | Non-controlling | Total | |
capital | premium | earnings | (Note 10) | of the parent | interests | equity | |
€'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
At 1 October 2012 | 12,354 | 141,283 | 309,254 | (34,470) | 428,421 | 9 | 428,430 |
Profit for the financial year | - | - | 28,322 | - | 28,322 | (30) | 28,292 |
Other comprehensive income/(expense): | |||||||
Effective portion of cash flow hedges | - | - | - | (5,105) | (5,105) | - | (5,105) |
Deferred tax on cash flow hedges | - | - | - | 638 | 638 | - | 638 |
Translation adjustment | - | - | - | (22,444) | (22,444) | - | (22,444) |
Gain on hedge of net investment in foreign operations | - | - | - | 5,168 | 5,168 | - | 5,168 |
Actuarial gain on defined benefit schemes | - | - | 3,314 | - | 3,314 | - | 3,314 |
Deferred tax on defined benefit schemes | - | - | (951) | - | (951) | - | (951) |
Total comprehensive income/(expense) for the year | - | - | 30,685 | (21,743) | 8,942 | (30) | 8,912 |
New shares issued | 89 | 3,717 | - | - | 3,806 | - | 3,806 |
Share based payment expense | - | - | - | 382 | 382 | - | 382 |
Dividends paid to equity holders | - | - | (22,070) | - | (22,070) | - | (22,070) |
Release from share based payment reserve | - | - | 1,943 | (1,943) | - | - | - |
At 30 September 2013 | 12,443 | 145,000 | 319,812 | (57,774) | 419,481 | (21) | 419,460 |
for the year ended 30 September 2012
Equity | Other | Attributable | |||||
share | Share | Retained | reserves | to owners | Non-controlling | Total | |
capital | premium | earnings | (Note 10) | of the parent | interests | equity | |
€'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
At 1 October 2011 | 12,331 | 139,604 | 289,142 | (61,155) | 379,922 | 96 | 380,018 |
Profit for the financial year | - | - | 47,700 | - | 47,700 | (87) | 47,613 |
Other comprehensive income/(expense): | |||||||
Effective portion of cash flow hedges | - | - | - | (2,132) | (2,132) | - | (2,132) |
Deferred tax on cash flow hedges | - | - | - | 266 | 266 | - | 266 |
Translation adjustment | - | - | - | 29,959 | 29,959 | - | 29,959 |
Loss on hedge of net investment in foreign operations | - | - | - | (2,131) | (2,131) | - | (2,131) |
Actuarial loss on defined benefit schemes | - | - | (6,522) | - | (6,522) | - | (6,522) |
Deferred tax on defined benefit schemes | - | - | 751 | - | 751 | - | 751 |
Total comprehensive income/(expense) for the year | - | - | 41,929 | 25,962 | 67,891 | (87) | 67,804 |
New shares issued | 45 | 1,679 | - | - | 1,724 | - | 1,724 |
Share buyback | - | - | - | (1,040) | (1,040) | - | (1,040) |
Cancellation of treasury shares | (22) | - | (1,040) | 1,062 | - | - | - |
Share based payment expense | - | - | - | 766 | 766 | - | 766 |
Translation adjustment | - | - | - | 3 | 3 | - | 3 |
Dividends paid to equity holders | - | - | (20,845) | - | (20,845) | - | (20,845) |
Release from share based payment reserve | - | - | 68 | (68) | - | - | - |
At 30 September 2012 | 12,354 | 141,283 | 309,254 | (34,470) | 428,421 | 9 | 428,430 |
Group balance sheet
as at 30 September 2013
2013 | 2012 | ||
Notes | €'000 | €'000 | |
ASSETS | |||
Non-current | |||
Property, plant and equipment | 8 | 160,865 | 156,101 |
Goodwill | 9 | 317,232 | 320,605 |
Intangible assets | 9 | 73,820 | 64,464 |
Investment in joint ventures and associates | 9 | 25,062 | 24,238 |
Derivative financial instruments | 11 | - | 1,585 |
Deferred income tax assets | 4,583 | 1,574 | |
Employee benefits | 14 | 13,692 | 13,619 |
Total non-current assets | 595,254 | 582,186 | |
Current | |||
Inventories | 164,161 | 158,958 | |
Trade and other receivables | 348,426 | 345,287 | |
Cash and cash equivalents | 11 | 174,479 | 71,919 |
Current income tax assets | 732 | 1,950 | |
Financial asset | 13 | - | 2,568 |
Derivative financial instruments | 11 | 1,827 | 1,791 |
Total current assets | 689,625 | 582,473 | |
Total assets | 1,284,879 | 1,164,659 | |
EQUITY | |||
Capital and reserves attributable to owners of the parent | |||
Equity share capital | 12,443 | 12,354 | |
Share premium | 145,000 | 141,283 | |
Other reserves | 10 | (57,774) | (34,470) |
Retained earnings | 319,812 | 309,254 | |
419,481 | 428,421 | ||
Non-controlling interests | (21) | 9 | |
Total equity | 419,460 | 428,430 | |
LIABILITIES | |||
Non-current | |||
Interest-bearing loans and borrowings | 11 | 358,796 | 285,389 |
Provisions | 12 | 19,775 | 19,060 |
Employee benefits | 14 | 18,390 | 22,051 |
Derivative financial instruments | 11 | 19,311 | 5,141 |
Deferred income tax liabilities | 13,887 | 16,427 | |
Total non-current liabilities | 430,159 | 348,068 | |
Current | |||
Interest-bearing loans and borrowings | 11 | 31,647 | 605 |
Bank overdrafts | 11 | 1,346 | 1,078 |
Trade and other payables | 375,756 | 350,615 | |
Current income tax liabilities | 4,843 | 5,176 | |
Provisions | 12 | 18,635 | 29,906 |
Derivative financial instruments | 11 | 3,033 | 781 |
Total current liabilities | 435,260 | 388,161 | |
Total liabilities | 865,419 | 736,229 | |
Total equity and liabilities | 1,284,879 | 1,164,659 |
Group cash flow statement
for the year ended 30 September 2013
2013 | 2012 | |
€'000 | €'000 | |
Cash flows from operating activities | ||
Profit before tax | 34,942 | 58,986 |
Finance income | (13,152) | (8,012) |
Finance expense | 26,506 | 16,626 |
Exceptional items | 29,789 | - |
Operating profit (pre-exceptional items) | 78,085 | 67,600 |
Share of joint ventures' profit after tax | (6,543) | (6,007) |
Gain on sale of joint venture | - | (300) |
Depreciation charge | 17,091 | 15,824 |
Loss/(profit) on disposal of property, plant and equipment | 39 | (106) |
Amortisation of intangible assets | 16,437 | 13,512 |
Share-based payment expense | 382 | 766 |
Increase in inventories | (7,708) | (11,245) |
Decrease/(increase) in trade and other receivables | 1,668 | (7,264) |
Increase in trade payables, provisions and other payables | 13,414 | 34,391 |
Exceptional items paid | (11,590) | (5,447) |
Interest paid | (11,662) | (9,477) |
Income taxes paid | (12,071) | (14,663) |
Net cash inflow from operating activities | 77,542 | 77,584 |
Cash flows from investing activities | ||
Interest received | 180 | 731 |
Purchase of property, plant and equipment | (39,272) | (63,366) |
Proceeds from disposal of property, plant and equipment | 314 | 1,362 |
Investment in intangible assets - computer software | (14,096) | - |
Acquisition of subsidiaries (net of cash and cash equivalents acquired) | (5,380) | (102,341) |
Acquisition consideration refunded in respect of prior years | 1,065 | - |
Deferred and contingent acquisition consideration paid | (24,547) | (1,741) |
Proceeds from disposal of joint ventures | - | 9,570 |
Dividends received from joint ventures | 4,486 | 4,248 |
Net cash outflow from investing activities | (77,250) | (151,537) |
Cash flows from financing activities | ||
Proceeds from issue of shares (including share premium thereon) | 3,806 | 1,724 |
Shares purchased under share buyback programme | - | (1,040) |
Proceeds from interest-bearing loans and borrowings | 159,110 | 54,636 |
Repayments of interest-bearing loans and borrowings | (35,200) | (200) |
Decrease in finance leases | (380) | (32) |
Dividends paid to equity holders of the Company | (22,070) | (20,845) |
Net cash inflow from financing activities | 105,266 | 34,243 |
Net increase/(decrease) in cash and cash equivalents | 105,558 | (39,710) |
Translation adjustment | (3,266) | 2,295 |
Cash and cash equivalents at beginning of year | 70,841 | 108,256 |
Cash and cash equivalents at end of year | 173,133 | 70,841 |
Cash and cash equivalents is comprised of: | ||
Cash at bank and short term deposits | 174,479 | 71,919 |
Bank overdrafts | (1,346) | (1,078) |
173,133 | 70,841 |
Notes to the preliminary announcement
for the year ended 30 September 2013
1. Reporting entity
UDG Healthcare plc (the "Company") is a company domiciled in Ireland. The preliminary consolidated financial information of the Company for the year ended 30 September 2013, are comprised of the Company and its subsidiaries and joint ventures (together referred to as the "Group").
The financial information presented herein does not amount to statutory financial statements that are required by Section 7 of the Companies (Amendment) Act, 1986 to be annexed to the annual return of the Company. The financial information does not include all the information and disclosures required in the annual financial statements. The statutory financial statements for the year ended 30 September 2012, on which the auditors gave an unqualified opinion, have been attached to the annual return of the Company and filed with the Registrar of Companies. The statutory financial statements for the year ended 30 September 2013 will be annexed to the next annual return of the Company and filed with the Registrar of Companies.
__________________________________________________________________________________________
2. Basis of preparation
This announcement has been prepared on the basis of the results and financial position that the directors expect will be reflected in the audited statutory accounts when these are completed. The financial information presented in this report has been prepared in accordance with the Group's accounting policies under International Financial Reporting Standards (IFRS), as adopted by the EU and as set out more fully in the Group's last Annual Report. The Group has adopted the following standards and amendments to existing standards during the financial year:
- Amendments to IAS 1 - Presentation of items of other comprehensive income
This amendment requires separate presentation of items that may be reclassified to profit or loss in the future from those that would never be reclassified. The adoption of the Amendment to IAS 1 has no impact on the recognised assets, liabilities and comprehensive income of the Group.
- Amendments to IAS 12 - Deferred tax: recovery of underlying assets
This amendment requires deferred tax arising from investment property to be measured using the assumption that the carrying amount of the property will be recovered entirely through sale. This standard did not have an impact on the Group's financial statements.
Prospective accounting changes
The following standards, amendments to existing standards, and interpretations published by IASB are not yet effective for the year ended 30 September 2013 and have not been early adopted in preparing the financial statements.
· Amendments to IFRS 1 - Government loans
· Amendments to IFRS 7 - Financial instruments: disclosure on offsetting financial assets and financial liabilities
· IFRS 9* - Financial instruments: classification and measurement
· IFRS 10* - Consolidated financial statements
· IFRS 11 - Joint arrangements
· IFRS 12* - Disclosure of interests in other entities
· IFRS 13 - Fair value measurement
· IAS 19 - Employee benefits
· IAS 27 (revised 2011)* - Separate financial statements
· IAS 28 (revised 2011) - Investments in associates and joint ventures
· Amendments to IAS 32 - Offsetting financial assets and financial liabilities
· Amendments to IAS 36* - recoverable amount disclosures for non - financial assets
· Annual improvements 2011
A number of the standards (*) set out above have not been EU endorsed and management are assessing whether
these amendments will have a material impact on the Group.
3. Segmental analysis
The Group's operations are divided into the following segments:
- Healthcare Supply Chain (now rebranded as Supply Chain Services)
The Healthcare Supply Chain segment combines all of the Group's healthcare logistics based businesses.
- Packaging & Specialty (now rebranded as Sharp Packaging Services)
The Packaging & Specialty segment provides outsourced packaging solutions to pharmaceutical manufacturers.
- Sales, Marketing & Medical (now rebranded as Ashfield Commercial and Medical Services)The Sales, Marketing & Medical segment provides contract sales outsourcing and related marketing services to healthcare manufacturers.
The segmental analysis of the business corresponds with the Group's organisational structure, and the Group's internal reporting for the purpose of managing the business and assessing performance.
The amount of revenue and operating profit under the Group's operating segments is as follows:
2013 | 2012 | |
€'000 | €'000 | |
Revenue | ||
Healthcare Supply Chain | 1,465,190 | 1,455,782 |
Packaging & Specialty | 195,995 | 160,557 |
Sales, Marketing & Medical | 371,839 | 213,867 |
2,033,024 | 1,830,206 | |
Operating profit before amortisation of acquired intangibles, acquisition costs and exceptional item | ||
Healthcare Supply Chain | 46,156 | 48,322 |
Packaging & Specialty | 17,190 | 15,522 |
Sales, Marketing & Medical | 31,791 | 20,575 |
95,137 | 84,419 | |
Amortisation of acquired intangibles | (15,405) | (13,512) |
Exceptional items | (29,789) | - |
Acquisition costs | (1,647) | (3,307) |
Operating profit | 48,296 | 67,600 |
Finance income | 13,152 | 8,012 |
Finance expense | (26,506) | (16,626) |
Profit before tax | 34,942 | 58,986 |
Income tax expense | (6,650) | (11,373) |
Profit after tax for the financial year | 28,292 | 47,613 |
| 2013 | 2012 |
€'000 | €'000 | |
Operating segment assets | ||
Healthcare Supply Chain | 641,726 | 593,978 |
Packaging & Specialty | 258,336 | 259,131 |
Sales, Marketing & Medical | 309,838 | 308,174 |
1,209,900 | 1,161,283 | |
Unallocated assets | 74,979 | 3,376 |
1,284,879 | 1,164,659 | |
Geographical analysis of revenue | ||
Republic of Ireland | 1,123,925 | 1,116,281 |
United Kingdom | 529,130 | 507,175 |
North America | 232,726 | 158,989 |
Continental Europe | 147,243 | 47,761 |
2,033,024 | 1,830,206 |
4. Share of joint ventures' profit after tax
2013 | 2012 | |
€'000 | €'000 | |
Group share of revenue | 52,569 | 59,437 |
Group share of expenses, inclusive of tax | (46,026) | (53,430) |
Group share of profit after tax | 6,543 | 6,007 |
5. Finance income and expense
2013 | 2012 | |
€'000 | €'000 | |
Finance income | ||
Income arising from cash deposits | 184 | 787 |
Fair value adjustment to fair value hedges | - | 2,900 |
Fair value of cash flow hedges transferred from equity | - | 4,325 |
Foreign currency gain on retranslation of guaranteed senior unsecured loan notes | 7,803 | - |
Fair value adjustment to guaranteed senior unsecured loan notes | 5,111 | - |
Ineffective portion of cash flow hedges | 54 | - |
13,152 | 8,012 | |
Finance expense | ||
Interest on overdrafts Interest on bank loans and other loans | (266)
| (451)
|
-wholly repayable within 5 years | (9,020) | (6,237) |
-wholly repayable after 5 years | (2,108) | (2,153) |
Interest on finance leases | (63) | (31) |
Unwinding of discount on provisions | (2,135) | (519) |
Foreign currency loss on retranslation of guaranteed senior unsecured loan notes | - | (4,325) |
Fair value adjustment to guaranteed senior unsecured loan notes | - | (2,900) |
Fair value of cash flow hedges transferred to equity | (7,803) | - |
Fair value adjustment to fair value hedges | (5,111) | - |
Ineffective portion of cash flow hedges | - | (10) |
(26,506) | (16,626) | |
Net finance expense | (13,354) | (8,614) |
|
6. Exceptional Items
2013 | 2012 | |
€'000 | €'000 | |
Restructuring costs and other | 20,109 | - |
Onerous leases | 3,567 | - |
Impairment of property, plant & equipment (note 8) | 4,560 | - |
Impairment of goodwill (note 9) | 4,720 | - |
Deferred and contingent consideration credit | (3,167) | - |
29,789 | - | |
Exceptional tax credit | (5,468) | - |
Net exceptional item after taxation | 24,321 | - |
Exceptional restructuring costs, mainly comprising redundancy costs, were incurred in relation to recently acquired and existing Group businesses. The case involving UDG Healthcare plc and its wholly owned subsidiary, Sharp Corporation US with Catalent Pharma Solutions Inc. has been resolved. The terms of the resolution are confidential.
Onerous lease costs were incurred in relation to the recently acquired and existing portfolio of leased properties which are no longer in use.
Impairment of property, plant & equipment arose due to the rationalisation of some of the Group's acquired businesses and due to the closure of our UK commercial packaging facility.
There was a non-cash goodwill impairment charge. An impairment review was performed for each cash-generating unit ("CGU") to which a carrying amount of goodwill has been allocated. The Group has written down the carrying value of goodwill in relation to the commercial packaging CGU and accordingly a charge of €4.7 million has been taken in the year ended 30 September 2013.
Deferred and contingent consideration of €3.2 million in respect of an acquisition has been released following a review of earn out targets. The release has been included within distribution expenses on the face of the income statement.
7. Earnings per ordinary share
2013 | 2012 | |
€'000 | €'000 | |
Profit attributable to the owners of the parent | 28,322 | 47,700 |
Adjustment for amortisation of acquired intangible assets (net of tax) | 11,057 | 9,831 |
Adjustment for acquisition costs (net of tax) | 1,463 | 3,307 |
Adjustment for exceptional items (net of tax) | 24,321 | - |
Earnings adjusted for amortisation of acquired intangible assets, acquisition costs and exceptional items | 65,163 | 60,838 |
Number | Number | |
of shares | of shares | |
Weighted average number of shares | 240,282,341 | 238,928,214 |
Number of dilutive shares under option | 634,939 | 887,476 |
Weighted average number of shares, including share options | 240,917,280 | 239,815,690 |
Basic earnings per share - cent | 11.79 | 19.96 |
Diluted earnings per share - cent | 11.76 | 19.89 |
Adjusted basic earnings per share - cent* | 27.12 | 25.46 |
Adjusted diluted earnings per share - cent* | 27.05 | 25.37 |
* excluding amortisation of acquired intangible assets, acquisition costs and exceptional items (2013) (net of tax).
Treasury shares have been excluded from the weighted average number of shares in issue used in the calculation of earnings per share.
8. Property, plant and equipment
Land and | Plant and | Motor | Computer | ||
buildings | equipment | vehicles | equipment | Total | |
€'000 | €'000 | €'000 | €'000 | €'000 | |
Cost | |||||
At 1 October 2012 | 114,307 | 86,437 | 2,355 | 38,099 | 241,198 |
Transfer to intangible assets | - | - | - | (10,803) | (10,803) |
Acquired during the year | 427 | 53 | 33 | 179 | 692 |
Additions in year | 5,857 | 26,489 | 377 | 6,549 | 39,272 |
Disposals in year | (17) | (2,955) | (391) | (2,785) | (6,148) |
Reclassification | (1,451) | 1,295 | 6 | 150 | - |
Translation adjustment | (2,507) | (2,684) | (41) | (477) | (5,709) |
At 30 September 2013 | 116,616 | 108,635 | 2,339 | 30,912 | 258,502 |
Depreciation | |||||
At 1 October 2012 | 17,451 | 48,725 | 1,374 | 17,547 | 85,097 |
Transfer to intangible assets | - | - | - | (901) | (901) |
Impairment charge in the year | 2,552 | 1,361 | - | 647 | 4,560 |
Depreciation charge for the year | 3,563 | 8,926 | 388 | 4,214 | 17,091 |
Eliminated on disposal | - | (2,781) | (272) | (2,742) | (5,795) |
Translation adjustment | (564) | (1,502) | (21) | (328) | (2,415) |
At 30 September 2013 | 23,002 | 54,729 | 1,469 | 18,437 | 97,637 |
Carrying amount | |||||
At 30 September 2013 | 93,614 | 53,906 | 870 | 12,475 | 160,865 |
At 30 September 2012 | 96,856 | 37,712 | 981 | 20,552 | 156,101 |
9. Movement in goodwill, intangible assets and investment in joint ventures and associates
Intangible | Investment in joint ventures | ||||
Goodwill | assets | & associates | Total | ||
€'000 | €'000 | €'000 | €'000 | ||
Balance at 1 October 2012 | 320,605 | 64,464 | 24,238 | 409,307 | |
Acquired during the year (note 13) | 10,522 | 2,440 | - | 12,962 | |
Transfer from property, plant and equipment | - | 9,902 | - | 9,902 | |
Investment in computer software | - | 14,096 | - | 14,096 | |
Amortisation of acquired intangible assets | - | (15,405) | - | (15,405) | |
Amortisation of computer software | - | (1,032) | - | (1,032) | |
Impairment charge in the year | (4,720) | - | - | (4,720) | |
Share of joint ventures' profit after tax | - | - | 6,543 | 6,543 | |
Dividends received from joint ventures | - | - | (4,486) | (4,486) | |
Measurement period adjustments (note 13) | 2,345 | 1,801 | - | 4,146 | |
Translation adjustment | (11,520) | (2,446) | (1,233) | (15,199) | |
Balance at 30 September 2013 | 317,232 | 73,820 | 25,062 | 416,114 |
10. Other reserves
Capital | ||||||
Cash flow | Share based | Foreign | Treasury | redemption | ||
hedge | payment | exchange | shares | reserve | Total | |
€'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
Balance at 1 October 2012 | 48 | 6,878 | (35,770) | (5,876) | 250 | (34,470) |
Effective portion of cash flow hedges | (5,105) | - | - | - | (5,105) | |
Deferred tax on cash flow hedges | 638 | - | - | - | 638 | |
Share based payment expense | - | 382 | - | - | - | 382 |
Release from share based payment reserve | - | (1,943) | - | - | - | (1,943) |
Gain on hedge of net investment in foreign operations | - | - | 5,168 | - | - | 5,168 |
Translation adjustment | - | - | (22,444) | - | - | (22,444) |
Release of treasury shares on vesting | - | (113) | - | 113 | - | - |
Balance at 30 September 2013 | (4,419) | 5,204 | (53,046) | (5,763) | 250 | (57,774) |
Cash flow | Share based | Foreign | Treasury | Capital redemption | ||
hedge | payment | exchange | shares | reserve | Total | |
€'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
Balance at 1 October 2011 | 1,914 | 6,193 | (63,598) | (5,892) | 228 | (61,155) |
Effective portion of cash flow hedges | (2,132) | - | - | - | - | (2,132) |
Deferred tax on cash flow hedges | 266 | - | - | - | - | 266 |
Share based payment expense | - | 766 | - | - | - | 766 |
Release from share based payment reserve | - | (68) | - | - |
- | (68) |
Loss on hedge of net investment in foreign operations | - | - | (2,131) | - |
- | (2,131) |
Translation adjustment | - | 3 | 29,959 | - | - | 29,962 |
Release of treasury shares on vesting | - | (16) | - | 16 | - | - |
Share buyback | - | - | - | (1,040) | - | (1,040) |
Cancellation of treasury shares | - | - | - | 1,040 | 22 | 1,062 |
Balance at 30 September 2012 | 48 | 6,878 | (35,770) | (5,876) | 250 | (34,470) |
11. Net debt
As at | As at | |
30 September | 30 September | |
2013 | 2012 | |
€'000 | €'000 | |
Current assets | ||
Cash at bank and short term deposits | 174,479 | 71,919 |
Derivative financial assets | 1,827 | 1,791 |
Non-current assets | ||
Derivative financial assets | - | 1,585 |
Current liabilities | ||
Interest bearing loans and borrowings | (31,507) | (200) |
Finance leases | (140) | (405) |
Bank overdrafts | (1,346) | (1,078) |
Derivative financial instruments | (3,033) | (781) |
Non-current liabilities | ||
Interest bearing loans and borrowings | (358,761) | (285,239) |
Finance leases | (35) | (150) |
Derivative financial instruments | (19,311) | (5,141) |
(237,827) | (217,699) |
12. Provisions
Deferred & contingent | Onerous | Restructuring | |||
consideration | leases | costs | Total | ||
€'000 | €'000 | €'000 | €'000 | ||
Balance at 1 October 2012 | 48,741 | 198 | 27 | 48,966 | |
Charge to income statement | - | 3,567 | 14,635 | 18,202 | |
Arising on acquisitions | 6,130 | - | - | 6,130 | |
Utilised during the year | (24,547) | (487) | (7,532) | (32,566) | |
Release to income statement | (3,167) | - | - | (3,167) | |
Unwinding of discount | 2,135 | - | - | 2,135 | |
Translation adjustment | (1,282) | (6) | (2) | (1,290) | |
Balance at 30 September 2013 | 28,010 | 3,272 | 7,128 | 38,410 |
13. Acquisition of subsidiary undertakings
During the year ended 30 September 2013, the Group completed three acquisitions:
- On 20 November 2012, the Group completed the acquisition of the UK and Republic of Ireland subsidiaries of Pharmexx GmbH.
- On 31 January 2013, the Group acquired the entire issued share capital of Pharmaceutical Trade Services, Inc., ("PTSI"), a leading supplier of unlicensed medicines internationally on a named patient basis to countries where the products are not yet licensed.
- On 1 August 2013, the Group acquired the entire issued share capital of the Expansis Group, a leading contract sales business headquartered in Madrid, which provides outsourced services to a wide range of pharmaceutical companies in Spain.
None of the business combinations completed during the year were considered sufficiently material to warrant separate disclosure of the fair values attributable to those combinations.
Goodwill is attributable to the future economic benefits arising from assets which are not capable of being individually identified and separately recognised. The significant factors giving rise to the goodwill include the value of the workforce and management teams within the businesses acquired and the enhancement of the competitive position of the Group in the marketplace and the strategic premium paid by UDG Healthcare plc to create the combined Group.
The intangible assets arising on the acquisitions are primarily related to the trade names and customer relationships.
The Group has revised its estimate of the acquisition date fair value of some of the assets and liabilities in respect of the prior year acquisitions. This has resulted in an increase in goodwill relative to amounts previously recorded. On the basis that these adjustments are not deemed to be material in the context of prior year acquisitions they have been accounted for in the current year.
The fair value of the assets and liabilities acquired (excluding net cash acquired) were as follows:
| Book values | Fair value adjustments | Total in respect of current year acquisitions | Measurement period adjustments | 2013 Total | 2012 Total |
| |||||||||
| €'000
| €'000
| €'000
| €'000
| €'000
| €'000
|
| |||||||||
| Assets |
| ||||||||||||||
| Non-current assets |
| ||||||||||||||
| Property, plant and equipment | 872 | (180) | 692 | - | 692 | 5,032 |
| ||||||||
| Intangible assets - other intangible assets | - | 2,440 | 2,440 | 1,801 | 4,241 | 35,697 |
| ||||||||
| Investment in associate | - | - | - | - | - | 177 |
| ||||||||
| Total non-current assets | 872 | 2,260 | 3,132 | 1,801 | 4,933 | 40,906 |
| ||||||||
|
| |||||||||||||||
| Current assets |
| ||||||||||||||
| Inventories | 135 | - | 135 | - | 135 | 1,602 |
| ||||||||
| Financial asset* | - | - | - | - | - | 2,568 |
| ||||||||
| Trade and other receivables | 7,628 | - | 7,628 | (56) | 7,572 | 44,991 |
| ||||||||
| Total current assets | 7,763 | - | 7,763 | (56) | 7,707 | 49,161 |
| ||||||||
|
| |||||||||||||||
| Liabilities |
| ||||||||||||||
| Non-current liabilities |
| ||||||||||||||
| Deferred income tax liabilities | (28) | (607) | (635) | (214) | (849) | (4,807) |
| ||||||||
| Total non-current liabilities | (28) | (607) | (635) | (214) | (849) | (4,807) |
| ||||||||
|
| |||||||||||||||
| Current liabilities |
| ||||||||||||||
| Trade and other payables | (6,617) | (87) | (6,704) | (4,941) | (11,645) | (27,161) |
| ||||||||
| Current income tax liabilities | - | - | - | - | - | (1,773) |
| ||||||||
| Total current liabilities | (6,617) | (87) | (6,704) | (4,941) | (11,645) | (28,934) |
| ||||||||
|
| |||||||||||||||
| Identifiable net assets acquired | 3,556 | (3,410) | 146 | 56,326 |
| ||||||||||
| Intangible assets - goodwill | 10,522 | 2,345 | 12,867 | 84,120 |
| ||||||||||
| Total consideration (enterprise value) | 14,078 | (1,065) | 13,013 | 140,446 |
| ||||||||||
|
| |||||||||||||||
| Satisfied by: |
| ||||||||||||||
| Cash | 9,269 | (1,065) | 8,204 | 111,460 |
| ||||||||||
| Net cash acquired | (3,889) | - | (3,889) | (9,119) |
| ||||||||||
| Deferred and contingent consideration | 6,130 | - | 6,130 | 38,105 |
| ||||||||||
| Financial asset previously recognised | 2,568 | - | 2,568 | - |
| ||||||||||
| Total consideration | 14,078 | (1,065) | 13,013 | 140,446 |
| ||||||||||
\* The financial asset classified as a current asset in the prior year represented the fair value of the net assets of the UK and Republic of Ireland subsidiaries of Pharmexx GmbH. The Group did not assume control of these subsidiaries until competition approval was obtained from the Irish Competition Authority. On 20 November 2012 the Group completed the acquisition of the UK and Republic of Ireland subsidiaries of Pharmexx GmbH.
The initial assignment of fair values to identifiable net assets acquired has been performed on a provisional basis in respect of the business combinations completed during the year given the timing of closure of these transactions. Any amendments to these fair values within the twelve month timeframe from the date of acquisition will be disclosed in the 2014 Annual Report as stipulated by IFRS 3.
The total acquisition related costs for completed and aborted acquisitions amount to €1.6 million (2012: €3.3 million). These are presented separately in the Group income statement. The acquisition related costs for completed acquisitions amount to €1.0 million.
The Group's results for the year ended 30 September 2013 includes the following amounts in respect of the businesses acquired during the year:
Total €'000 | |||||
Revenue | 24,630 | ||||
Gross profit | 4,586 | ||||
Distribution expenses | (3,369) | ||||
Other operating expenses* | (258) | ||||
Operating profit | 959 | ||||
Net interest expense | (117) | ||||
Profit before tax | 842 | ||||
Income tax | (149) | ||||
Profit after tax | 693 |
*Other operating expenses represent amortisation of intangible assets.
Had these acquisitions been effected on 1 October 2012, the combined Group would have recorded total revenues of €2,046,065,000 and profit after interest and tax for the financial year of €28,172,000.
14. Employee benefits
Employee | Employee | Employee | |
benefit | benefit | benefit | |
asset | liability | Total | |
€'000 | €'000 | €'000 | |
Employee benefit asset/(liability) at 1 October 2012 | 13,619 | (22,051) | (8,432) |
Current service cost | (1,145) | (589) | (1,734) |
Interest on scheme obligations | (181) | (2,610) | (2,791) |
Expected return on scheme assets | 1,200 | 2,163 | 3,363 |
Contributions paid | - | 1,985 | 1,985 |
Actuarial gain | 792 | 2,522 | 3,314 |
Translation adjustment | (593) | 190 | (403) |
Employee benefit asset/(liability) at 30 September 2013 | 13,692 | (18,390) | (4,698) |
As set out in the consolidated financial statements for the year ended 30 September 2012, the Group operates a number of defined benefit pension schemes which are funded by the payments of contributions to separately administered trust funds. The employee benefit asset relates to the United States pension scheme and the employee benefit liability relates to the Republic of Ireland and Northern Ireland pension schemes. The actuarial gain during the current year primarily relates to a higher than expected asset return in the Republic of Ireland scheme and the discount rates used. The increase in the discount rate (US and NI schemes) is reflective of changes in bond yields during the year. A number of other assumptions used to derive the actuarial valuations at 30 September 2013 have changed from the assumptions used at 30 September 2012.
The principal assumptions are as follows:
Republic of Ireland Schemes | Northern Ireland Scheme | United States Scheme | ||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |
Rate of increase in salaries | 3.00% | 3.00% | - | - | 2.75-4.00% | 2.75-4.00% |
Rate of increase in pensions | 0-2.00% | 0-2.00% | 2.00-3.40% | 1.80-3.00% | 0.00% | 0.00% |
Inflation rate | 2.00% | 2.00% | 2.90% | 2.35% | 2.75% | 2.75% |
Discount rate | 3.90% | 4.00% | 4.80% | 4.35% | 4.30% | 3.40% |
15. Dividends
The Board has proposed a final dividend for 2013 of 6.95 cent per share, which gives a total dividend of 9.56 cent for 2013. This dividend has not been provided for in the balance sheet at 30 September 2013, as there was no present obligation to pay the dividend at the end of the reporting period. During the financial year, the final dividend for 2012 (6.56 cent per share) and the interim dividend for 2013 (2.61 cent per share), were paid giving rise to a reduction in shareholders' funds of €22,070,000.
16. Foreign currency
The exchange rates used in translating sterling and dollar Balance sheets and Income statements were as follows:
2013 | 2012 | ||
€1=Stg£ | €1=Stg£ | ||
Balance sheet (closing rate) | 0.8349 | 0.7952 | |
Income statement (average rate) | 0.8407 | 0.8239 | |
€1=US$ | €1=US$ | ||
Balance sheet (closing rate) | 1.3498 | 1.2929 | |
Income statement (average rate) | 1.3121 | 1.2986 |
17. Related parties
The Group trades in the normal course of business with its joint venture undertakings. The aggregate value of these transactions is not material in the context of the Group's financial results.
Other than key management personnel compensation in the form of short-term employee benefits, post-employment benefits and equity compensation benefits, there were no other material key management related party transactions.
18. Going concern
The directors believe that the Company and the Group as a whole have adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the preliminary announcement.
19. Events after the balance sheet date
On 31 October 2013 the Group acquired the business and assets of Medical Communications Group ("MCG") a leading multi-channel healthcare marketing business headquartered in Montreal, which provides outsourced services to over 60 pharmaceutical and healthcare companies in Canada. MCG specialises in multi-channel marketing, communications and sample and promotional material management services. The acquisition consideration of CAD$15.5 million was financed from the Group's internal resources and existing debt facilities.
20. Board approval
This announcement was approved by the Board of Directors of UDG Healthcare plc on 20 November 2013.
Related Shares:
UDG.L