28th Nov 2017 07:00
UDG Healthcare plc
Preliminary Announcement of Results
Year ended 30 September 2017
Strong full year performance, driven by organic growth and further acquisitions
28 November 2017: UDG Healthcare plc ("UDG Healthcare" or "Group"), a leading international healthcare services provider, announces its preliminary results for the year ended 30 September 2017, which reflects another year of strong growth and strategic progress for the Group.
Financial Results
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IFRS based |
Adjustments1 |
Adjusted |
Increase/ (decrease) on 2016 |
Constant currency increase/ (decrease) on 2016 |
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Continuing operations |
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Revenue | 1,219.8 | - | 1,219.8 | 13 | 17 |
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Net revenue2 | 1,028.5 | - | 1,028.5 | 12 | 16 |
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Operating profit | 103.2 | 26.1 | 129.3 | 12 | 17 |
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Profit before tax | 92.8 | 26.1 | 118.9 | 17 | 23 |
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Diluted earnings per share (EPS) (cent) | 28.83 | 8.29 | 37.12 | 17 | 23 |
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Discontinued operations3 |
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Diluted earnings per share (cent) | - | - | - | (100) | (100) |
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Total diluted earnings per share (cent) | 28.83 | 8.29 | 37.12 | (5) | (1) |
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Dividend per share (cent) | 13.30 | - | 13.30 | 7 | 7 |
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| 2017 |
2016 |
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Net (debt)/cash ($'m) | (53.3) | 143.2 |
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Net (debt)/cash/annualised EBITDA (times)
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Non-IFRS information
The Group reports certain financial measurements that are not required under International Financial Reporting Standards (IFRS) which represent the generally accepted accounting principles (GAAP) under which the Group reports. The Group believes that the presentation of these non-IFRS measurements provides useful supplemental information which, when viewed in conjunction with our IFRS financial information, provides investors with a more meaningful understanding of the underlying financial and operating performance of the Group and its divisions. These measurements are also used internally to evaluate the historical and planned future performance of the Group's operations and to measure executive management's performance based remuneration. Reference to these performance measurements throughout this report are to the adjusted measurements unless otherwise stated and these adjusted measurements are explained on pages 34-37.
1 Adjusted operating profit, profit before tax and diluted EPS are stated before the amortisation of acquired intangible assets ($22.1m, pre-tax) and transaction costs ($4.0m, pre-tax).
2 Net revenue represents gross revenue adjusted for revenue associated with pass-through costs, for which the Group does not earn a margin.
3 The Group has classified its joint venture arrangement with Magir Limited as a discontinued operation and an asset held for sale. The discontinued operations in 2016 also included United Drug Supply Chain Services, United Drug Sangers, TCP Group and MASTA. The Group's disposal of these operations was completed on 1 April 2016.
Financial highlights (Continuing Group)
· Adjusted diluted earnings per share1 (EPS) from continuing operations increased by 17% (23% on a constant currency basis).
· Net revenue growth of 12% (16% on a constant currency basis) to $1,028.5 million.
· Adjusted operating profit1 growth of 12% (17% on a constant currency basis) to $129.3 million. Adjusted net operating margin3 stable at 12.6%.
· Adjusted profit before tax1 up 17% (23% on a constant currency basis) driven by:
o Underlying growth of 13% including the benefit of lower interest charges
o Acquisition growth of 10%
o Offset by adverse foreign exchange movements of 6%.
· Proposed 7.5% increase in final dividend to $9.72c per share, yielding a full year dividend increase of 7% to $13.3c per share.
· Net debt of $53.3 million at 30 September 2017 (0.32x net debt to EBITDA).
Strategic & operating highlights
· Completed six acquisitions with a total capital commitment in excess of $270m, developing the Group's market leading positions and expanding its service offering.
· Ashfield's operating profit1 increased by 16% driven by a combination of underlying and acquisition growth (underlying growth2 of5% after a 3% additional Future Fit operating cost impact). Good performance by all acquired businesses since acquisition, with particularly strong growth from STEM Healthcare.
· Significant progress enhancing the Ashfield service offering across advisory, communications, commercial and clinical services.
· Sharp's operating profit1 increased by 8% (underlying growth2 of 11%), driven by Sharp Europe moving into profit and continued growth in Sharp US.
· Continued development of the Sharp offering through investments in new facilities, across both the commercial and clinical packaging businesses in both the US and Europe.
· Aquilant's underlying operating profit2 increased by 4%, with reported performance negatively impacted by adverse currency translation movements.
· Further progress on Future Fit investments in scalable infrastructure with the launch of Workday (Group HR system) and commencement of the implementation of Oracle Fusion (Ashfield finance system) to support continued sustainable growth.
· Alan Ralph, UDG Healthcare's CFO, has signalled his intention to retire from his role by the end of 2018. A comprehensive process is underway to appoint a suitable successor.
Chief Executive's comment
Commenting on the performance, Chief Executive Officer, Brendan McAtamney said:
"2017 was another year of strong growth at UDG Healthcare, with adjusted earnings per share increasing by 17% (23% on a constant currency basis). All our divisions delivered good underlying profit growth, supplemented by the benefit of acquisitions.
We continued to transform UDG Healthcare, committing more than $270 million to six transactions during the year. These acquisitions enhance and broaden the range of capabilities we offer our healthcare clients. We are well positioned to continue to deliver organic growth and our strong balance sheet will enable us to execute further strategic acquisition opportunities as they arise.
UDG Healthcare's value proposition to our clients continues to expand and the Group also continues to benefit from the increasing trend in the healthcare industry to outsource specialist and non-core activities on an international basis."
1Before the amortisation of acquired intangible assets and transaction costs.
2Underlying growth is reported growth adjusted for the impact of currency translation movements and any acquisition or disposal activity.
3Operating margin as a percentage of net revenue. Net revenue represents gross revenue adjusted for revenue associated with pass-through costs, for which the Group does not earn a margin.
Group development and outlook
Corporate development activity
In line with the Group's strategy of expanding into higher growth and higher margin areas, 2017 saw the Group commit more than $270 million to six acquisitions. The Group has now redeployed over two thirds of the net proceeds from the 2016 sale of the United Drug supply chain business to McKesson.
These acquisitions have a strong strategic fit with the Group's existing businesses and have added further capabilities for the Group's healthcare clients. All have performed well since acquisition and are:
· STEM Healthcare, a leading global provider of commercial, marketing and medical audits, completed October 2016;
· A pharmaceutical-grade packaging facility in Bethlehem, PA, completed April 2017;
· Sellxpert, a German and Swiss contract sales outsourcing business, completed July 2017;
· Vynamic, a US-based healthcare management consultancy, completed July 2017;
· Cambridge BioMarketing, a US-based communications agency focused on orphan and rare diseases, completed July 2017;
· MicroMass Communications, a US-based communications agency specialising in behavioural change, completed September 2017.
At year end, the Group's net debt was $53.3m (0.32x net debt to EBITDA), leaving it well placed to execute further strategic acquisition opportunities as they arise.
Board and Management changes
After almost 20 years with the Group, UDG Healthcare Chief Financial Officer, Alan Ralph, has informed the Board that he intends to retire from his role by the end of 2018. Chief Executive Officer, Brendan McAtamney, commented "Alan has made a substantial contribution to the evolution of UDG Healthcare, particularly in his current role as Chief Financial Officer. Over the years, Alan has held many roles within the Group, including Managing Director of the Supply Chain Division. At all times, Alan has been a model professional and has made a significant input into the formulation of the Group's strategy and its successful international expansion. On behalf of the Group, we are very thankful for Alan's contribution to UDG Healthcare and we wish him and his family the very best for the future. On a personal note, I would like to thank Alan for his wise counsel and firm support since my appointment as Chief Executive. Whilst there is no firm retirement date as yet, Alan will remain with the Group to ensure a smooth succession." Planning for Chief Financial Officer succession is in progress and a replacement will be announced in due course.
In May 2017, Jez Moulding was appointed Chief Operating Officer of the Group and Executive Vice President of Ashfield. This followed the announcement in September 2016 of Chris Corbin's intention to retire from the Group in April 2019. Chris has transitioned to the role of Chairman of Ashfield and remains a director of the Group.
Gerard van Odjik has informed the Chairman that, having recently taken on a demanding new role, he will be unable to give UDG Healthcare the time and attention that his non-executive director role requires. He has therefore indicated that he will not seek re-election at the upcoming AGM on 30 January 2018. In the light of this, the Board has asked Philip Toomey, who was going to step down at the AGM, to put himself forward for a further year.
Ashfield service offering & office expansion
Driven by five acquisitions during the year, Ashfield continued to broaden and enhance its service proposition. The acquisitions of STEM Healthcare and Vynamic have significantly expanded Ashfield's advisory offering. Together with Sellxpert, Cambridge BioMarketing and MicroMass Communications, these acquisitions enable Ashfield to deliver a full range of end-to-end advisory, communication, commercial and clinical services to its clients. Over the past five years, Ashfield has transitioned from a UK focused commercial and clinical services business, to become a global commercialisation partner for its healthcare clients.
To facilitate continued growth of the Ashfield business, Ashfield's commercial and clinical operations in the US moved to a new facility in Fort Washington, PA, in 2017. This is 60% larger than the previous office, enabling continued expansion in the strategically important US market. Ashfield Communications also doubled the size of its office in Scotland and opened new offices in Ireland and Japan.
Sharp investments
Sharp continued to invest in new facilities in the US and the UK. During the second half of the year, Sharp's US clinical business commenced its relocation to the Bethlehem packaging facility acquired in April 2017. The relocation is expected to be completed over the next 18 months. The facility will offer clients an integrated clinical development, packaging and distribution service. In the UK, the relocation of the clinical packaging business to the recently purchased facility in South Wales will commence once the refurbishment of the facility is completed in late 2018.
Future Fit
As well as successfully executing these acquisitions and facility improvements, the Group remains focused on investing in scalable infrastructure across HR, finance and IT. In April 2017, the Group launched Workday, its human resource information system and commenced the implementation of Ashfield's new Oracle Fusion finance system, which will be rolled-out on a phased basis over the next 18 months. These investments will ensure the Group has the right infrastructure to deliver long term sustainable growth and ensure the seamless integration of acquired businesses.
The rollout of both systems resulted in $2.5m additional operating costs during the second half of this year (primarily in Ashfield). In H1 2018, a further $3.5m increase in operating costs is expected (annualised impact of c. $6m) which will moderate organic growth during the first half of 2018.
Outlook
During 2017 the Group made significant progress in the execution of its strategy. The market opportunity for UDG Healthcare remains robust and the Group is well positioned to deliver sustainable future growth, both organically and through further strategic acquisitions.
2018 will benefit from the full year contribution of acquisitions made in 2017 and the Group expects organic growth to accelerate during the second half of the year, after the impact of the additional Future Fit operating costs have been absorbed.
Review of Operations
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Ashfield
| 2017 | 2016 | Actual | Underlying |
| $'m | $'m | Growth | Growth2 |
Gross revenue |
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Commercial & Clinical | 604.7 | 525.1 | 15% | 18% |
Communications (including Advisory) | 216.7 | 159.9 | 36% | 1% |
Total gross revenue | 821.4 | 685.0 | 20% | 14% |
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Net revenue1 |
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Commercial & Clinical | 442.3 | 386.3 | 14% | 17% |
Communications (including Advisory) | 187.8 | 135.3 | 39% | 1% |
Total net revenue | 630.1 | 521.6 | 21% | 13% |
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Operating profit |
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Commercial & Clinical | 38.6 | 37.8 | 2% | 5% |
Communications (including Advisory) | 43.0 | 32.8 | 31% | 5% |
Total operating profit | 81.6 | 70.6 | 16% | 5% |
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Operating margin |
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Operating margin (on gross revenue) | 9.9% | 10.3% |
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Net operating margin (on net revenue) | 12.9% | 13.5% |
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1 Net revenue represents gross revenue adjusted for revenue associated with pass-through costs, for which the Group does not earn a margin. There are no pass-through costs in Sharp or Aquilant.
2 Underlying growth adjusts for the impact of currency translation movements and any acquisition or disposal activity.
Ashfield delivered a strong financial performance during the year, driven by good underlying growth and the benefit of acquisitions. Net revenue was up 21% to $630.1m and operating profit was up 16% to $81.6m.
Ashfield generated underlying net revenue growth of 13% and underlying operating profit growth of 5%, after adjusting for the negative impact of currency translation movements and the contribution of acquisitions.
Ashfield incurred additional operating costs during the second half of the year (expected to continue into the first half of 2018) related to the Future Fit investments. Ashfield generated 8% underlying operating profit growth during the year before these additional costs, which amounted to c. $2.5m in the second half of 2017.
Net operating margin (allowing for pass-through costs) declined from 13.5% to 12.9%. The positive margin impact of acquisitions was more than offset by the impact of the additional Future Fit operating costs and higher underlying revenue growth from the lower margin Commercial & Clinical business.
Ashfield Commercial & Clinical delivered good underlying net revenue and operating profit growth of 17% and 5% respectively during the year. This was principally due to strong growth in the German business and a good performance in the US, driven by increased activity on contract wins from 2016. The acquisition of Sellxpert has further strengthened Ashfield's capabilities and established it as market leader in Germany.
Ashfield Communications (including Advisory) delivered strong growth during the year. Including the benefit of acquisitions, net revenue increased by 39% and operating profit increased by 31%. Underlying net revenue growth improved during the second half of the year compared to the first half of the year. Since its acquisition in October 2016, STEM Healthcare has performed strongly and continues to gain momentum.
In addition to continued organic progress, Ashfield is well positioned for growth in 2018 following the acquisitions of Sellxpert, Vynamic, Cambridge BioMarketing and MicroMass Communications during the final quarter of 2017.
Sharp
| 2017 | 2016 | Actual | Underlying |
| $'m | $'m | Growth | Growth1 |
Revenue |
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US | 254.0 | 246.1 | 3% | 2% |
Europe | 48.1 | 49.9 | (4%) | 1% |
Total revenue | 302.1 | 296.0 | 2% | 2% |
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Operating profit/(loss) |
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US | 40.9 | 39.6 | 3% | 5% |
Europe | 0.4 | (1.4) | - | - |
Total operating profit | 41.3 | 38.2 | 8% | 11% |
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Operating margin % | 13.7% | 12.9% |
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1 Underlying growth adjusts for the impact of currency translation movements and any acquisition or disposal activity.
Sharp delivered a good performance in 2017, with operating profit increasing by 8% to $41.3m (11% on an underlying basis). Operating margins increased to 13.7% during the year.
Sharp US generated underlying operating profit growth of 5%, with biotech delivering particularly strong growth. This was in part driven by the completion of the fit out of the additional capacity in Allentown, PA, which contains 13 packaging suites fully dedicated to biotech clients.
In addition, a new US state-of-the-art packaging site was acquired in Bethlehem, PA, in April 2017 to expand the commercial and clinical offering to Sharp's US clients. Sharp's US clinical business is currently relocating to this facility.
Sharp Europe moved into operating profit following a number of years of operating losses. Underlying revenue growth was 1% as the business exited some unprofitable contracts and shifted its focus to higher margin business. Sharp Europe is increasingly well positioned to deliver future profitable growth given the improving business development pipeline, focused on injectable biotech and biosimilar products.
The ongoing investment in Sharp's facilities continues to improve capabilities and expand capacity. Notwithstanding the one year delay in enforcement of the serialisation 'Track & Trace' requirement by the U.S. Food and Drug Administration (FDA) and supply chain disruptions with some clients following the recent hurricane in Puerto Rico, Sharp is well positioned to deliver underlying operating profit growth in line with the Group's medium-term guidance into 2018 and beyond.
Aquilant
| 2017 | 2016 | Actual | Underlying |
| $'m | $'m | Growth | Growth1 |
Revenue | 96.3 | 102.4 | (6%) | 2% |
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Operating profit | 6.4 | 6.9 | (7%) | 4% |
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Operating margin % | 6.6% | 6.7% |
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1 Underlying growth adjusts for the impact of currency translation movements. There was no acquisition or disposal activity in 2016 or 2017.
Revenue was 6% behind the prior year. Adjusting for negative currency translation movements, underlying revenue was 2% ahead of 2016.
Underlying operating profit was 4% ahead of 2016 reflecting a continued improvement in sales mix, including capital equipment sales, and the full benefit of new business which came on stream in 2016. Reported operating profit was 7% behind the prior year due to adverse currency translation movements.
Analyst presentation
A presentation for investors and analysts will be held at the London Stock Exchange at 8.30 GMT today, Tuesday, 28 November 2017. If you wish to attend, please contact Powerscourt. Alternatively, to dial into the conference call or webcast, the details are as follows:
Audio webcast
https://edge.media-server.com/m6/p/ypnmwqt7
Conference call
UK number: +44-203-427-1916
Ireland number: + 353-1-246-5603
US number: +1-646-254-3366
Participant code: 9761269
If you wish to ask questions, please do so via the conference call.
A replay of the audio webcast can be accessed via the same webcast link above.
For further information, please contact:
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Business / Financial media: Lisa Kavanagh / Jack Hickey Powerscourt Tel: + 44-207-250-1446
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About UDG Healthcare plc
UDG Healthcare plc (LON: UDG) is a leading international partner of choice delivering commercial, clinical, communications and packaging services to the healthcare industry, employing over 9,000 people with operations in 24 countries and delivering services in over 50 countries.
UDG Healthcare plc operates across three divisions: Ashfield, Sharp and Aquilant.
Ashfield is a global leader in commercialisation services for the pharmaceutical and healthcare industry, operating across two broad areas of activity: commercial & clinical services, and communications services. It focuses on supporting healthcare professionals and patients at all stages of the product life cycle. The division provides field and contact centre sales teams, healthcare communications, patient support, audit, advisory, medical information and event management services to over 300 healthcare companies.
Sharp is a global leader in contract commercial packaging and clinical trial packaging services for the pharmaceutical and biotechnology industries, operating from state-of-the-art facilities in the US and Europe.
Aquilant is a leading provider of outsourced sales, marketing, distribution and engineering services to the medical and scientific sectors in the UK, Ireland and the Netherlands.
The company is listed on the London Stock Exchange and is a constituent of the FTSE 250.
For more information, please go to: www.udghealthcare.com
Forward-looking information
Some statements in this announcement are or may be forward looking statements. They represent expectations for the Group's business, including statements that relate to the Group's future prospects, developments and strategies, and involve risks and uncertainties both general and specific. The Group has based these forward-looking statements on assumptions regarding present and future strategies of the Group and the environment in which it will operate in the future. However, because they involve known and unknown risks, uncertainties and other factors including but not limited to general economic, political, financial and business factors, which in some cases are beyond the Group's control, actual results, performance, operations or achievements expressed or implied by such forward looking statements may differ materially from those expressed or implied by such forward-looking statements and accordingly you should not rely on these forward looking statements in making investment decisions. Except as required by applicable law or regulation, neither the Group nor any other party intends to update or revise these forward-looking statements after the date these statements are published, whether as a result of new information, future events or otherwise.
Finance Review
for the year ended 30 September 2017
Revenue
Revenue of $1,219.8 million for the year was 13% ahead of 2016. Underlying revenue growth was 10% ahead, excluding the impact of foreign exchange and acquisitions. Ashfield increased underlying revenue by 14% while Sharp and Aquilant both reported revenue 2% ahead of 2016 excluding the impact of foreign exchange and acquisitions.
Adjusted operating profit
Adjusted operating profit from continuing operations of $129.3 million is 12% ahead (17% on a constant currency basis) of 2016.
Adjusted net operating margin
The adjusted net operating margin for the year of 12.6% was the same as 2016. The positive margin effect of acquisitions was offset by the impact of additional Future Fit operating costs and relatively higher revenue growth in the lower margin Ashfield Commercial & Clinical business.
Adjusted profit before tax
Net interest costs for the year of $10.4 million are 26% lower than 2016, which is as a result of the repayment of the RCF bank facility in April 2016 and increased interest income following the disposal of the United Drug Supply Chain businesses in 2016. This delivered a profit before tax from operations of $118.9 million which is 17% ahead of 2016 (23% on a constant currency basis).
Taxation
The effective taxation rate has decreased from 22.7% in 2016 to 22.2% in 2017.
Adjusted diluted earnings per share
Earnings per share (EPS) from continuing operations is 17% ahead (23% on a constant currency basis) of 2016 at 37.12 $ cent. Underlying EPS increased by 13% excluding acquisitions completed during the year and unfavourable currency movements.
US Dollar reporting
In August 2016, the Group announced that it would change its reporting currency to US Dollar for the 2017 financial year as the majority of Group profits are now derived from the US. This Preliminary Announcement is presented in US Dollar and further details on the change in presentational currency are included in note 20.
The Group operates in 24 countries, with its primary foreign exchange exposure being the translation of local income statements and balance sheets into US Dollar for Group reporting purposes. The primary non-Dollar currencies are Sterling and Euro. The re-translation of overseas profits to US Dollar has decreased constant currency EPS growth of 23% to a reported EPS growth rate of 17%, which is primarily due to the weakness in Sterling in the first nine months of 2017 versus the same period in 2016.
The average 2017 exchange rates were $1:€0.9047 and $1:£0.7891 (2016 $1:€0.9002 and $1:£0.7045).
Discontinued operations
The Group has classified its joint venture arrangement with Magir Limited as a discontinued operation and asset held for sale. Discontinued operations in the prior year also included United Drug Supply Chain Services, United Drug Sangers, TCP Group and MASTA, which were disposed of on 1 April 2016.
Cash flow
The Group moved from a net cash position of $143.2 million in 2016 to a net debt position of $53.3 million in 2017. This was primarily as a result of 2017 acquisition activity. The net cash inflow from operating activities was $107.8 million.
$51.4 million was invested in property, plant and equipment and computer software. This includes IT investment to enable our businesses to grow in an efficient manner and investment in the new facility in Sharp UK. $198.4 million was paid in initial consideration for the acquisition of STEM Healthcare, the Bethlehem packaging facility, Vynamic, Cambridge BioMarketing, Sellxpert and MicroMass while the Group also paid $14.3 million in deferred contingent consideration associated with current and prior year acquisitions. Dividend payments of $31.3 million relating to the final 2016 dividend and the 2017 interim dividend were made during the year.
Balance sheet
Net debt at the end of the year was $53.3 million ($187.5 million cash and $240.8 million debt). The net (debt)/cash to annualised EBITDA ratio is 0.32 times debt (2016: 1.05 times cash) and net interest is covered 16.3 times (2016: 10.6 times) by annualised EBITDA. Financial covenants in our principal debt facilities are based on net debt to EBITDA being less than 3.5 times and EBITDA interest cover being greater than three times.
The Group has retained its long term private placement debt as it expects to make acquisitions and other capital investments in the coming years. The Group made a scheduled repayment of $63.3 million in September 2017 of maturing private placement notes. At 30 September 2017, the Group also had $259.7 million of undrawn overdraft and loan facilities.
Return on capital employed (ROCE)
The ROCE for continuing operations was 12.8%, down from 13.6% at the end of 2016. Details on how this was calculated are on page 37. ROCE was 13.2% excluding the impact of acquisitions, most of which were acquired in the final quarter. ROCE has been impacted by the capital expenditure investment in 2017.
Dividends
The directors are proposing a final dividend of 9.72 $ cent per share representing an increase of 7.5% on the 2016 final dividend of 9.04 $ cent per share. This represents 7% growth in the total dividend for the year to 13.30 $ cent per share. This continues the Group's 30 year history of consistently increasing dividends.
Subject to shareholder approval at the Company's Annual General Meeting, the proposed final dividend of 9.72 $ cent per share will be paid on 5 February 2018 to ordinary shareholders on the Company's register at 5.00 p.m. on 12 January 2018.
Investor relations
UDG Healthcare's senior management team spend a significant amount of time meeting with shareholders and the international financial community. We have invested in dedicated investor relations resources and are focussed on increasing the awareness of the Group among the investor and analyst community.
We communicate regularly with our shareholders during the year, specifically following the release of our interim and preliminary results, and at the time of major developments including M&A transactions. During 2017, the executive management team attended and presented at eleven investor conferences, including four in the US, and conducted over 230 institutional investor one-on-one meetings. In addition, our Chairman Peter Gray, held a number of governance meetings with existing shareholders during the year, both in the UK and US. The number of independent equity analysts covering the Group increased to ten during the year reflecting the growing interest in UDG Healthcare from the equity markets.
The Board of Directors considers it important to understand the views of shareholders and receive regular updates on investor perceptions.
Our website www.udghealthcare.com, is the primary method of communication for the majority of our shareholders. We publish our annual report, preliminary results and other public announcements on our website. In addition, details of our conference calls and presentations are available through our website.
Our investor relations department provides a point of contact for shareholders and full contact details are set out in the investor relations section of our website. Shareholders can also submit an information request through the shareholder services section of our website.
Group Income Statement
for the year ended 30 September 2017
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Year ended 30 September 2017 |
As re-presented and restated Year ended 30 September 2016 |
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| Note | $'000 | $'000 |
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Continuing operations |
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Revenue | 4 | 1,219,755 | 1,083,439 |
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Cost of sales |
| (871,909) | (767,833) |
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Gross profit |
| 347,846 | 315,606 |
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Selling and distribution expenses |
| (192,536) | (177,543) |
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Administration expenses |
| (23,313) | (20,854) |
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Other operating expenses |
| (25,450) | (18,213) |
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Transaction costs |
| (4,028) | (2,214) |
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Share of joint ventures' profit after tax | 5 | 667 | 798 |
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Operating profit |
| 103,186 | 97,580 |
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Finance income | 6 | 18,905 | 5,311 |
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Finance expense | 6 | (29,257) | (19,349) |
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Profit before tax from continuing operations |
| 92,834 | 83,542 |
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Income tax expense |
| (20,976) | (15,428) |
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Profit for the year from continuing operations |
| 71,858 | 68,114 |
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Profit after tax for the year from discontinued operations |
7 | - | 150,409 |
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Profit for the financial year |
| 71,858 | 218,523 |
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Profit attributable to: |
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Continuing operations |
| 71,858 | 68,114 |
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Discontinued operations |
| - | 150,409 |
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| 71,858 | 218,523 |
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Earnings per ordinary share: |
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Basic - continuing operations | 8 | 28.97c | 27.64c |
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Basic - discontinued operations | 8 | - | 61.04c |
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Basic |
| 28.97c | 88.68c |
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Diluted - continuing operations | 8 | 28.83c | 27.53c |
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Diluted - discontinued operations | 8 | - | 60.79c |
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Diluted |
| 28.83c | 88.32c |
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Group Statement of Comprehensive Income
for the year ended 30 September 2017
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2017 |
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As re-presented and restated 2016 |
| Notes |
| $'000 |
| $'000 |
Profit for the financial year |
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| 71,858 |
| 218,523 |
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Other comprehensive income/(expense): Items that will not be reclassified to profit or loss: |
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Remeasurement gain/(loss) on Group defined benefit schemes | 15 |
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- Continuing operations |
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| 11,098 |
| (9,409) |
- Discontinued operations |
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| - |
| 1,177 |
Deferred tax on Group defined benefit schemes |
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- Continuing operations |
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| (599) |
| 599 |
- Discontinued operations |
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| - |
| (232) |
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| 10,499 |
| (7,865) |
Items that may be reclassified subsequently to profit or loss: |
|
|
|
|
|
Foreign currency translation adjustment | 11 |
|
|
|
|
- Continuing operations |
|
| 10,109 |
| (60,031) |
- Discontinued operations |
|
| - |
| (2,045) |
Reclassification on loss of control of subsidiary undertakings | 11 |
| - |
| 5,283 |
Group cash flow hedges: |
|
|
|
|
|
- Effective portion of cash flow hedges - movement into reserve |
| (15,271) |
| (5,483) |
|
- Effective portion of cash flow hedges - movement out of reserve |
| 14,865 |
| (896) |
|
Effective portion of cash flow hedges | 11 |
| (406) |
| (6,379) |
- Movement in deferred tax - movement into reserve |
| 1,909 |
| 685 |
|
- Movement in deferred tax - movement out of reserve |
| (1,858) |
| 113 |
|
Net movement in deferred tax | 11 |
| 51 |
| 798 |
|
|
| 9,754 |
| (62,374) |
Other comprehensive income/(expense), net of tax |
|
| 20,253 |
| (70,239) |
Total comprehensive income, net of tax, attributable to equity holders of the parent |
|
| 92,111 |
| 148,284 |
Total comprehensive income/(expense) attributable to: |
|
|
|
|
|
Continuing operations |
|
| 92,111 |
| (6,308) |
Discontinued operations |
|
| - |
| 154,592 |
|
|
| 92,111 |
| 148,284 |
Group Statement of Changes in Equity
for the year ended 30 September 2017
|
|
|
|
|
|
|
|
| ||||||||
|
Equity share capital | Share premium | Retained earnings | Other reserves (note 11) | Attributable to owners of the parent | Non-controlling interest | Total equity | |||||||||
| $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | |||||||||
|
|
|
|
|
|
|
| |||||||||
At 1 October 2016 | 14,535 | 187,355 | 784,432 | (179,446) | 806,876 | - | 806,876 | |||||||||
|
|
|
|
|
|
|
|
| ||||||||
Profit for the financial year | - | - | 71,858 | - | 71,858 | - | 71,858 | |||||||||
Other comprehensive income/(expense): |
|
|
|
|
|
|
| |||||||||
Effective portion of cash flow hedges | - | - | - | (406) | (406) | - | (406) | |||||||||
Deferred tax on cash flow hedges | - | - | - | 51 | 51 | - | 51 | |||||||||
Translation adjustment | - | - | - | 10,109 | 10,109 | - | 10,109 | |||||||||
Remeasurement gain on defined benefit schemes | - | - | 11,098 | - | 11,098 | - | 11,098 | |||||||||
Deferred tax on defined benefit schemes | - | - | (599) | - | (599) | - | (599) | |||||||||
Total comprehensive income for the year | - | - | 82,357 | 9,754 | 92,111 | - | 92,111 | |||||||||
Transactions with shareholders: |
|
|
|
|
|
|
| |||||||||
New shares issued | 46 | 3,129 | - | - | 3,175 | - | 3,175 | |||||||||
Issued in business combination | 39 | 6,012 | - | - | 6,051 | - | 6,051 | |||||||||
Share-based payment expense | - | - | - | 3,613 | 3,613 | - | 3,613 | |||||||||
Dividends paid to equity holders | - | - | (31,279) | - | (31,279) | - | (31,279) | |||||||||
Release from share-based payment reserve | - | - | 577 | (577) | - | - | - | |||||||||
Non-controlling interest arising on acquisition | - | - | - | - | - | 109 | 109 | |||||||||
At 30 September 2017 | 14,620 | 196,496 | 836,087 | (166,656) | 880,547 |
109 |
880,656 | |||||||||
|
|
|
|
|
|
|
|
| ||||||||
for the year ended 30 September 2016
|
Equity |
Share |
Retained |
Other reserves |
Total equity as re-presented | ||
| share capital $000 | premium $'000 | earnings $'000 | (note 11) $'000 | and restated $'000 | ||
|
|
|
|
|
| ||
|
|
|
|
|
| ||
At 1 October 2015 | 14,430 | 183,000 | 600,793 | (116,219) | 682,004 | ||
|
|
|
|
|
| ||
Profit for the financial year | - | - | 218,523 | - | 218,523 | ||
Other comprehensive income/(expense): |
|
|
|
|
| ||
Effective portion of cash flow hedges | - | - | - | (6,379) | (6,379) | ||
Deferred tax on cash flow hedges | - | - | - | 798 | 798 | ||
Translation adjustment |
|
|
|
|
| ||
- Continuing operations | - | - | - | (60,031) | (60,031) | ||
- Discontinued operations | - | - | - | (2,045) | (2,045) | ||
Reclassification on loss of control of subsidiary undertakings | - | - | - | 5,283 | 5,283 | ||
Remeasurement (loss)/gain on defined benefit schemes |
|
|
|
|
| ||
- Continuing operations | - | - | (9,409) | - | (9,409) | ||
- Discontinued operations | - | - | 1,177 | - | 1,177 | ||
Deferred tax on defined benefit schemes |
|
|
|
|
| ||
- Continuing operations | - | - | 599 | - | 599 | ||
- Discontinued operations | - | - | (232) | - | (232) | ||
Total comprehensive income/(expense) for the year | - | - | 210,658 | (62,374) | 148,284 | ||
Transactions with shareholders: |
|
|
|
|
| ||
New shares issued | 105 | 4,355 | - | - | 4,460 | ||
Share-based payment expense | - | - | - | 2,184 | 2,184 | ||
Dividends paid to equity holders | - | - | (30,056) | - | (30,056) | ||
Release from share-based payment reserve | - | - | 3,037 | (3,037) | - | ||
|
|
|
|
|
| ||
At 30 September 2016 | 14,535 | 187,355 | 784,432 | (179,446) | 806,876 | ||
|
|
|
|
|
|
| |
Group Balance Sheet
as at 30 September 2017
|
Note |
2017 $'000 | As re-presented (note 20) 2016 $'000 | As re-presented (note 20) 2015 $'000 |
ASSETS |
|
|
|
|
Non-current |
|
|
|
|
Property, plant and equipment | 9 | 168,403 | 136,877 | 132,087 |
Goodwill | 10 | 542,554 | 384,520 | 401,306 |
Intangible assets | 10 | 227,617 | 108,322 | 113,927 |
Investment in joint ventures and associates | 10 | 8,838 | 9,067 | 25,855 |
Derivative financial instruments | 12 | 1,302 | 13,185 | 24,700 |
Deferred income tax assets |
| 4,025 | 4,296 | 4,463 |
Employee benefits | 15 | 12,379 | 13,939 | 14,639 |
Total non-current assets |
| 965,118 | 670,206 | 716,977 |
|
|
|
|
|
Current |
|
|
|
|
Inventories |
| 55,060 | 54,941 | 61,636 |
Trade and other receivables |
| 307,388 | 233,791 | 229,939 |
Cash and cash equivalents | 12 | 187,469 | 428,729 | 239,832 |
Current income tax assets |
| 2,464 | 4,532 | 1,806 |
Derivative financial instruments | 12 | 2,450 | 8,239 | 5,321 |
Assets held for sale | 7 | - | - | 530,821 |
Total current assets |
| 554,831 | 730,232 | 1,069,355 |
|
|
|
|
|
Total assets |
| 1,519,949 | 1,400,438 | 1,786,332 |
|
|
|
|
|
EQUITY |
|
|
|
|
Equity share capital |
| 14,620 | 14,535 | 14,430 |
Share premium |
| 196,496 | 187,355 | 183,000 |
Other reserves | 11 | (166,656) | (179,446) | (116,219) |
Retained earnings |
| 836,087 | 784,432 | 600,793 |
Equity attributable to owners of the parent |
| 880,547 | 806,876 | 682,004 |
Non-controlling interest |
| 109 | - | - |
Total equity |
| 880,656 | 806,876 | 682,004 |
|
|
|
|
|
LIABILITIES |
|
|
|
|
Non-current |
|
|
|
|
Interest-bearing loans and borrowings | 12 | 244,077 | 242,108 | 465,866 |
Provisions | 13 | 58,470 | 6,084 | 8,411 |
Employee benefits | 15 | 3,162 | 20,442 | 20,505 |
Deferred income tax liabilities |
| 54,279 | 31,008 | 31,424 |
Derivative financial instruments | 12 | 352 | - | - |
Total non-current liabilities |
| 360,340 | 299,642 | 526,206 |
|
|
|
|
|
Current |
|
|
|
|
Interest-bearing loans and borrowings | 12 | 58 | 64,882 | 23,315 |
Trade and other payables |
| 248,145 | 204,468 | 214,831 |
Current income tax liabilities |
| 16,845 | 14,587 | 4,988 |
Provisions | 13 | 13,905 | 9,983 | 20,931 |
Liabilities held for sale | 7 | - | - | 314,057 |
Total current liabilities |
| 278,953 | 293,920 | 578,122 |
|
|
|
|
|
Total liabilities |
| 639,293 | 593,562 | 1,104,328 |
|
|
|
|
|
Total equity and liabilities |
| 1,519,949 | 1,400,438 | 1,786,332 |
|
|
|
|
|
Group Cash Flow Statement
for the year ended 30 September 2017
|
|
|
2016 (as re-presented) | ||||
|
|
|
2017 |
| Continuing operations | Discontinued operations |
Total |
|
|
| $'000 |
| $'000 | $'000 | $'000 |
Cash flow from operating activities |
|
|
|
|
|
|
|
Profit before tax |
|
| 92,834 |
| 83,542 | 151,220 | 234,762 |
Finance income |
|
| (18,905) |
| (5,311) | (8) | (5,319) |
Finance expense |
|
| 29,257 |
| 19,349 | 64 | 19,413 |
Operating profit |
|
| 103,186 |
| 97,580 | 151,276 | 248,856 |
Share of joint ventures' profit after tax |
|
| (667) |
| (798) | (1,659) | (2,457) |
Depreciation charge |
|
| 21,221 |
| 20,032 | - | 20,032 |
Loss/(profit) on disposal of property, plant and equipment |
|
|
55 |
|
71 | (12) | 59 |
Impairment of intangible assets |
|
| - |
| 798 | 1,133 | 1,931 |
Amortisation of intangible assets |
|
| 25,450 |
| 18,213 | - | 18,213 |
Share-based payment expense |
|
| 3,613 |
| 2,184 | - | 2,184 |
Decrease in inventories |
|
| 1,893 |
| 3,452 | 3,870 | 7,322 |
Increase in trade and other receivables |
|
| (24,612) |
| (9,783) | (10,074) | (19,857) |
Increase/(decrease) in trade payables, provisions and other payables |
|
|
2,934 |
|
(8,663) | (32,081) | (40,744) |
Exceptional items paid |
|
| (165) |
| (2,564) | - | (2,564) |
Profit on disposal of discontinued operations |
|
| - |
| - | (150,780) | (150,780) |
Impairment of asset held for sale |
|
| - |
| - | 18,842 | 18,842 |
Interest paid |
|
| (10,608) |
| (12,201) | - | (12,201) |
Income taxes paid |
|
| (14,522) |
| (13,716) | (777) | (14,493) |
Net cash inflow/(outflow) from operating activities |
|
|
107,778 |
|
94,605 | (20,262) | 74,343 |
Cash flows from investing activities |
|
|
|
|
|
|
|
Interest received |
|
| 1,044 |
| 663 | 8 | 671 |
Purchase of property, plant and equipment |
|
| (29,466) |
| (31,736) | (2,533) | (34,269) |
Proceeds from disposal of property, plant and equipment |
|
|
146 |
|
435 | 12 | 447 |
Investment in intangible assets - computer software |
|
|
(21,884) |
|
(10,926) | (6,648) | (17,574) |
Acquisitions of subsidiaries (net of cash and cash equivalents acquired) |
|
|
(198,439) |
|
(14,446) | - | (14,446) |
Deferred contingent acquisition consideration paid |
|
| (14,265) |
| (17,331) | - | (17,331) |
Disposal of subsidiary undertakings (net of cash and cash equivalents disposed) |
|
|
- |
|
447,112 | (21,389) | 425,723 |
Net cash (outflow)/inflow from investing activities |
|
|
(262,864) |
|
373,771 | (30,550) | 343,221 |
Cash flows from financing activities |
|
|
|
|
|
|
|
Proceeds from issue of shares (including share premium thereon) |
|
|
3,175 |
|
4,460 | - | 4,460 |
Repayments of interest-bearing loans and borrowings |
|
|
(63,266) |
|
(178,696) | - | (178,696) |
Group transfers |
|
| - |
| 2,879 | (2,879) | - |
Decrease in finance leases |
|
| (3) |
| (80) | - | (80) |
Dividends paid to equity holders of the Company |
|
| (31,279) |
| (30,056) | - | (30,056) |
Net cash outflow from financing activities |
|
| (91,373) |
| (201,493) | (2,879) | (204,372) |
Net (decrease)/increase in cash and cash equivalents |
|
|
(246,459) |
|
266,883 | (53,691) | 213,192 |
Translation adjustment |
|
| 5,199 |
|
|
| (24,295) |
Cash and cash equivalents at beginning of year |
|
| 428,729 |
|
|
| 239,832 |
Cash and cash equivalents at end of year |
|
| 187,469 |
|
|
| 428,729 |
Cash and cash equivalents is comprised of: |
|
|
|
|
|
|
|
Cash at bank and short term deposits |
|
| 187,469 |
|
|
| 428,729 |
|
|
|
|
|
|
|
|
Notes to the Preliminary Announcement
for the year ended 30 September 2017
1. Reporting entity
UDG Healthcare plc (the "Company") is a company domiciled in Ireland. The preliminary consolidated financial information for the year ended 30 September 2017 is for the Company and its subsidiaries (together referred to as the "Group") and the Group's interest in joint ventures and associates.
The financial information presented herein does not represent statutory financial statements that are required by Section 347 of the Companies Act, 2014 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 2016 have been annexed to the annual return and filed with the Registrar of Companies. The audit report on those statutory financial statements was unqualified and did not contain any matters to which attention was drawn by way of emphasis. The statutory financial statements for the year ended 30 September 2017 will be annexed to the next annual return of the Company and filed with the Registrar of Companies.
2. Statement of compliance
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 our more fully in the Group's last Annual Report.
The accounting policies adopted are consistent with those of the previous year except for the change in the Group's presentation currency from Euro to US Dollar and the following new and amended IFRSs and International Financial Reporting Interpretations Committee (IFRIC) interpretations that were adopted by the Group as of 1 October 2016:
· Amendments to IAS 27: Equity method in Separate Financial Statements
· Amendments to IAS 1: Disclosure initiative
· Amendments to IFRS 11: Accounting for acquisitions of interests in Joint Operations
· Annual Improvements to IFRSs 2012-2014 Cycle;
· Amendments to IAS 16 and IAS 38: Clarification of acceptable methods of depreciation and amortisation
These are effective for the Group's financial year ended 30 September 2017 but did not have a material effect on the results or financial position of the Group.
The IASB and the International Financial Reporting Interpretations Committee (IFRIC) have issued the following standards, amendments to existing standards and interpretations that are not yet effective for the Group:
· Annual Improvements to IFRSs 2014-2016 Cycle IFRS 14: Regulatory Deferral Accounts (*)
· IFRIC Interpretation 23: Uncertainty over Income Tax Treatments (*)
· IFRIC Interpretation 22: Foreign Currency Transactions and Advance Consideration (*)
· Amendments to IAS 7: Disclosure Initiative
· Amendments to IAS 12: Recognition of deferred tax assets for unrealised losses
· Amendments to IAS 28: Long term interests in Associates and Joint Ventures (*)
· Amendments to IAS 40: Transfers of Investment Property (*)
· Amendments to IFRS 2: Classification and measurement of share-based payment transactions (*)
· IFRS 9: Financial Instruments (2014)
· Amendments to IFRS 10 and IAS 28: Sale or contribution of assets between an investor and its associate or joint ventures (*)
· Clarifications to IFRS 15: Revenue from Contracts with Customers (*)
· IFRS 16: Leases (*)
A number of the standards (*) set out above have not yet been EU endorsed. These standards, interpretations and amendments to existing standards will be applied for the purposes of the Group and Company Financial Statements with effect from their respective effective dates. The Group is currently considering the impact of the above interpretations and amendments.
3. Prior year reclassification
Reclassification of revenue
Pass-through revenues relate to the recharging of travel and other costs to customers at zero margin. There has been a reclassification of certain pass-through revenue from cost of sales to revenue. As a result, $35,771,000 (€32,200,000) has been reclassified from cost of sales to revenue so that the results are presented on a consistent basis in both 2017 and 2016. There is no impact on gross profit.
A summary of the impact on the previously reported figures is set out below:
| As previously stated €'000 | Reclassification €'000 | As restated €'000 | As re-presented $'000 |
Revenue | 943,080 | 32,200 | 975,280 | 1,083,439
|
Cost of Sales | (658,981) | (32,200) | (691,181) | (767,833)
|
Gross profit | 284,099 | - | 284,099 | 315,606
|
4. Segmental analysis
The Group's operations are divided into the following operating segments each of which operates in a distinct sector of the healthcare services market:
Ashfield - Ashfield is a global leader in commercialisation services for the pharmaceutical and healthcare industry, operating across three broad areas of activity: advisory, communications and commercial & clinical services. It focuses on supporting healthcare professionals and patients at all stages of the product life cycle. The division provides field and contact centre sales teams, healthcare communications, patient support, audit, advisory, medical information and event management services to over 300 healthcare companies.
Sharp - Sharp is a global leader in contract commercial packaging and clinical trial packaging services for the pharmaceutical and biotechnology industries, operating from state of the art facilities in the US and Europe.
Aquilant - Aquilant is a leading provider of outsourced sales, marketing, distribution and engineering services to the medical and scientific sectors in the UK, Ireland and the Netherlands.
At 30 September 2017 the Group has classified the joint venture investment in Magir Limited as a discontinued operation and an asset held for sale. Details of the discontinued operations are included in note 7. The segmental analysis of the business corresponds with the Group's organisational structure and the Group's internal reporting for the purpose of managing the business and assessing performance as reviewed by the Group's Chief Operating Decision Maker (CODM), which the Group has defined as Brendan McAtamney (Chief Executive Officer). The amount of revenue and operating profit by segment is as follows:
|
|
|
Continuing operations |
|
|
| 2017 | 2016 as re-presented |
| $'000 | $'000 |
Revenue |
|
|
Ashfield | 821,412 | 685,041 |
Sharp | 302,076 | 295,992 |
Aquilant | 96,267 | 102,406 |
| 1,219,755 | 1,083,439 |
Operating profit before amortisation of acquired intangibles, transaction costs and exceptional items |
|
|
Ashfield | 81,567 | 70,653 |
Sharp | 41,304 | 38,208 |
Aquilant | 6,409 | 6,910 |
Adjusted operating profit | 129,280 | 115,771 |
Amortisation of acquired intangibles | (22,066) | (15,977) |
Transaction costs | (4,028) | (2,214) |
Operating profit | 103,186 | 97,580 |
Finance income | 18,905 | 5,311 |
Finance expense | (29,257) | (19,349) |
Profit before tax | 92,834 | 83,542 |
Income tax expense | (20,976) | (15,428) |
Profit after tax for the year | 71,858 | 68,114 |
Geographical analysis of revenue |
|
|
| 2017 | 2016 as re-presented |
| $'000 | $'000 |
Republic of Ireland | 42,178 | 36,268 |
United Kingdom | 318,934 | 365,985 |
North America | 629,001 | 499,498 |
Rest of World | 229,642 | 181,688 |
| 1,219,755 | 1,083,439 |
5. Share of joint ventures' profit after tax
|
|
|
|
2017 | 2016 as re-presented |
| $'000 | $'000 |
Revenue | 61,883 | 66,287 |
Expenses, inclusive of tax | (60,549) | (64,690) |
Profit after tax - continuing | 1,334 | 1,597 |
Group's equity interest | 49.99% | 49.99% |
Group's share of profit after tax - continuing | 667 | 798 |
6. Finance income and expense
|
2017 | 2016 as re-presented |
| $'000 | $'000 |
Finance income |
|
|
Income arising from cash deposits | 1,057 | 710 |
Fair value of deferred contingent consideration | - | 294 |
Fair value of cash flow hedges transferred from equity | - | 896 |
Fair value adjustment to guaranteed senior unsecured loan notes | 2,840 | 3,157 |
Foreign currency gain on retranslation of guaranteed senior unsecured loan notes | 14,865 | - |
Ineffective portion of cash flow hedges | 76 | 254 |
Net finance income on pension scheme obligations | 67 | - |
Finance income relating to continuing operations | 18,905 | 5,311 |
Finance income relating to discontinued operations | - | 8 |
| 18,905 | 5,319 |
Finance expense |
|
|
Interest on overdrafts | (46) | (31) |
Interest on bank loans and other loans |
|
|
-wholly repayable within 5 years | (5,482) | (7,761) |
-wholly repayable after 5 years | (5,641) | (5,686) |
Interest on finance leases | (3) | (1) |
Unwinding of discount on provisions | (380) | (1,158) |
Fair value of deferred contingent consideration | - | (647) |
Fair value adjustments to fair value hedges | (2,840) | (3,157) |
Fair value of cash flow hedges transferred to equity | (14,865) | - |
Foreign currency loss on retranslation of guaranteed senior unsecured loan notes | - | (896) |
Net finance cost on pension scheme obligations | - | (12) |
Finance expense relating to continuing operations | (29,257) | (19,349) |
Finance expense on pension scheme obligations relating to discontinued operations | - | (64) |
| (29,257) | (19,413) |
Net finance expense | (10,352) | (14,094) |
7. Net result from discontinued operations, disposals and assets and liabilities classified as held for sale
On 1 April 2016, the Group completed the disposal of United Drug Supply Chain Services, United Drug Sangers, TCP Group and MASTA. In accordance with IFRS 5, these businesses were considered to be discontinued. The respective profit and losses on the disposal of these businesses were recognised in the Group Income Statement within discontinued operations.
Profit from discontinued operations after tax included in the prior year Group Income Statement is summarised in the table below:
|
|
| 2016 as re-presented |
|
|
| $'000 |
Profit from discontinued operations after tax - United Drug Supply Chain Services businesses and MASTA |
(a) |
| 16,812 |
- Magir Limited | (c) |
| 1,659 |
Profit from disposal of discontinued operations | (b) |
| 150,780 |
Impairment of assets held for sale | (c) |
| (18,842) |
Profit from discontinued operations after tax |
|
| 150,409 |
The profit in the prior year from discontinued operations was fully attributable to the equity holders of the company.
|
| 2016 as re-presented |
(a) |
| $'000 |
Revenue |
| 750,206 |
Cost of sales |
| (695,370) |
Gross profit |
| 54,836 |
Selling and distribution expenses |
| (37,281) |
Administration expenses |
| (2,517) |
Settlement gain on defined benefit pension |
| 2,641 |
Operating profit |
| 17,679 |
Net finance expense |
| (56) |
Profit from discontinued operations before tax |
| 17,623 |
Income tax expense |
| (811) |
Profit from discontinued operations after tax |
| 16,812 |
In accordance with IFRS 5, depreciation of property, plant and equipment and amortisation of intangibles was not charged on the assets disposed of during the prior year. If the assets had continued to be depreciated and amortised during the prior year, the respective pre-tax charges for the year would have been $3,873,000 and $791,000.
(b) The following tables summarise the consideration received, the profit on disposal of discontinued operations and the net cash flow arising on the disposal of these businesses:
Reconciliation of consideration received to cash received |
|
|
|
|
| 2016 as re-presented | |
|
| $'000 | |
Total consideration |
| 463,939 | |
Working capital and related adjustments |
| (16,827) | |
Cash received on completion |
| 447,112 | |
Cash and cash equivalents disposed of |
| (21,389) | |
Disposal related costs paid |
| (9,422) | |
Net consideration received on completion |
| 416,301 |
Assets and liabilities disposed of:
|
| $'000 | |||
Assets: |
|
|
| ||
Property, plant and equipment |
| 96,734 |
| ||
Goodwill |
| 16,276 |
| ||
Intangible assets |
| 53,331 |
| ||
Deferred income tax assets |
| 1,126 |
| ||
Inventories |
| 127,922 |
| ||
Trade and other receivables |
| 249,609 |
| ||
Total assets |
| 544,998 |
| ||
|
|
|
| ||
Liabilities: |
|
|
| ||
Deferred income tax liabilities |
| (391) |
| ||
Trade and other payables |
| (287,088) |
| ||
Employee benefits |
| (2,239) |
| ||
Current income tax liability |
| (721) |
| ||
Total liabilities |
| (290,439) |
| ||
|
|
|
| ||
Net identifiable assets and liabilities disposed of |
| (254,559) |
| ||
|
|
|
| ||
Recycling of foreign exchange loss previously recognised in foreign currency translation reserves |
| (5,283) |
| ||
Provision for taxation |
| (5,679) |
| ||
Profit on disposal of discontinued operations after tax |
| 150,780 |
| ||
(c) During the current and prior year, the Group has treated the joint venture arrangement with Magir as a discontinued operation and asset held for sale in accordance with IFRS 5. Due to the absence of a power sharing administration in Northern Ireland a decision regarding historical and future drug reimbursement rates has not been made and agreeing a value on the business in the absence of this information has not been possible. It remains the intention of the Group to dispose of the asset once the valuation can be properly established.
The following table details the results of this discontinued operation included in the prior year Group Income Statement:
|
| 2016 as re-presented |
|
| $'000 |
Share of joint ventures' profit after tax |
| 1,659 |
Impairment charge |
| (18,842) |
Loss from discontinued operations after tax |
| (17,183) |
The assets and liabilities classified as held for sale in the Group Balance Sheet have a nil carrying value at 30 September 2017 (2016: nil).
8. Earnings per ordinary share
|
Total | Continuing operations as re-presented |
Discontinued operations as re-presented |
Total as re-presented |
| 2017 | 2016 | 2016 | 2016 |
| $'000 | $'000 | $'000 | $'000 |
Profit attributable to the owners of the parent | 71,858 | 68,114 | 150,409 | 218,523 |
Adjustment for amortisation of acquired intangible assets (net of tax) | 16,996 | 8,413 | - | 8,413 |
Adjustment for transaction costs (net of tax) | 3,658 | 2,123 | - | 2,123 |
Adjustment for profit on disposal (net of tax) | - | - | (150,780) | (150,780) |
Adjustment for impairment of asset held for sale (net of tax) | - | - | 18,842 | 18,842 |
Adjusted profit attributable to owners of the parent |
92,512 |
78,650 |
18,471 |
97,121 |
| 2017 | 2016 |
| Number of shares | Number of shares |
Weighted average number of shares | 248,001,114 | 246,405,955 |
Number of dilutive shares under option | 1,238,273 | 1,016,938 |
|
|
|
Weighted average number of shares, including share options | 249,239,387 | 247,422,893 |
|
|
|
|
Total | Continuing operations as re-presented | Discontinued operations as re-presented | Total as re-presented |
|
|
|
| 2017 | 2016 | 2016 | 2016 |
|
|
|
|
|
|
|
|
Basic earnings per share - cent |
|
|
| 28.97 | 27.64 | 61.04 | 88.68 |
Diluted earnings per share - cent |
|
|
| 28.83 | 27.53 | 60.79 | 88.32 |
Adjusted basic earnings per share - cent |
|
|
| 37.301 | 31.921 | 7.502 | 39.42 |
Adjusted diluted earnings per share - cent |
| 37.121 | 31.791 | 7.472 | 39.26 |
Non-GAAP information
The Group reports certain financial measurements that are not required under International Financial Reporting Standards (IFRS) which represent the generally accepted accounting principles (GAAP) under which the Group reports. The Group believes that the presentation of these non-GAAP measurements provide useful supplemental information which, when viewed in conjunction with our IFRS financial information, provides investors with a more meaningful understanding of the underlying financial and operating performance of the Group and its divisions. These measurements are also used internally to evaluate the historical and planned future performance of the Group's operations and to measure executive management's performance based remuneration.
1 Adjusted profit attributable to equity holders of the parent from continuing operations is stated before the amortisation of acquired intangible assets and transaction costs.
2 Adjusted profit attributable to equity holders of the parent from discontinued operations is stated after deducting the profit on disposal of the discontinued operations ($150.8m, net of tax), and adding back the impairment of the investment in Magir Limited, an asset held for sale ($18.8m, 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. 2,567,081 (2016: 2,273,772) anti-dilutive share options have been excluded from the calculation of diluted earnings per share.
The average market value of the Company's shares for the purposes of calculating the dilutive effect of share options was based on quoted market prices for the year.
9. Property, plant and equipment
| Land and buildings | Plant and equipment | Motor vehicles | Computer equipment | Assets under construction | 2017 Total |
| $'000 | $'000 | $'000 | $'000 | $'000 | $'000 |
Year ended 30 September 2017 |
|
|
|
|
|
|
Opening net book amount (as re-presented) | 61,093 | 65,013 | 290 | 10,481 |
- | 136,877 |
Additions in the year | 4,151 | 20,780 | 30 | 3,414 | 1,091 | 29,466 |
Arising on acquisition | 15,692 | 5,153 | - | 593 | - | 21,438 |
Depreciation | (4,935) | (11,620) | (62) | (4,604) | - | (21,221) |
Disposals in year | (97) | (14) | - | (90) | - | (201) |
Transfer to intangibles | - | - | - | (393) | - | (393) |
Reclassifications | (561) | 163 | - | 398 | - | - |
Translation adjustment | 1,120 | 1,089 | 13 | 215 | - | 2,437 |
At 30 September 2017 | 76,463 | 80,564 | 271 | 10,014 | 1,091 | 168,403 |
At 30 September 2017 |
|
|
|
|
|
|
Cost or deemed cost | 106,815 | 157,112 | 738 | 27,558 | 1,091 | 293,314 |
Accumulated depreciation | (30,352) | (76,548) | (467) | (17,544) | - | (124,911) |
Net book amount | 76,463 | 80,564 | 271 | 10,014 | 1,091 | 168,403 |
10. Movement in goodwill, intangible assets and investment in joint ventures and associates
|
|
|
Goodwill |
Intangible assets |
Investment in joint ventures and associates |
|
|
| $'000 | $'000 | $'000 |
|
|
|
|
|
|
Balance at 1 October 2016 (as re-presented) |
|
| 384,520 | 108,322 | 9,067 |
Investment in computer software |
|
| - | 21,884 | - |
Amortisation of acquired intangible assets |
|
| - | (22,066) | - |
Amortisation of computer software |
|
| - | (3,384) | - |
Arising on acquisitions - computer software |
|
| - | 77 | - |
Arising on acquisitions - other intangible assets |
|
| 140,626 | 114,693 | - |
Transfer from property, plant and equipment |
|
| - | 393 | - |
Share of joint ventures' profit after tax |
|
| - | - | 667 |
Measurement period adjustment |
|
| 1,844 | (1,005) | - |
Translation adjustment |
|
| 15,564 | 8,703 | (896) |
At 30 September 2017 |
|
| 542,554 | 227,617 | 8,838 |
11. Other reserves
|
Cash flow hedge | Share-based payment |
Foreign exchange |
Treasury shares | Capital redemption reserve |
Total |
| $'000 | $'000 | $'000 | $'000 | $'000 | $'000 |
|
|
|
|
|
|
|
At 1 October 2016 (as re-presented) | (12,499) | 5,956 | (165,574) | (7,676) | 347 | (179,446) |
Effective portion of cash flow hedges | (406) |
|
| - | - | (406) |
Deferred tax on cash flow hedges | 51 | - | - | - | - | 51 |
Share-based payment expense | - | 3,613 | - | - | - | 3,613 |
Release from share-based payment reserve | - | (577) | - | - | - | (577) |
Translation adjustment | - | - | 10,109 | - | - | 10,109 |
At 30 September 2017 | (12,854) | 8,992 | (155,465) | (7,676) | 347 | (166,656) |
|
|
|
|
|
|
|
|
Cash flow hedge | Share-based payment |
Foreign exchange |
Treasury shares | Capital redemption reserve |
Total |
| $'000 | $'000 | $'000 | $'000 | $'000 | $'000 |
|
|
|
|
|
|
|
At 1 October 2015 (as re-presented) | (6,918) | 6,832 | (108,781) | (7,699) | 347 | (116,219) |
Effective portion of cash flow hedges | (6,379) | - | - | - | - | (6,379) |
Deferred tax on cash flow hedges | 798 | - | - | - | - | 798 |
Share-based payment expense | - | 2,184 | - | - | - | 2,184 |
Release from share-based payment reserve | - | (3,037) | - | - | - | (3,037) |
Translation adjustment |
|
|
|
|
|
|
- Continuing operations | - | - | (60,031) | - | - | (60,031) |
- Discontinued operations | - | - | (2,045) | - | - | (2,045) |
Reclassification on loss of control | - | - | 5,283 | - | - | 5,283 |
Release of treasury shares on vesting | - | (23) | - | 23 | - | - |
At 30 September 2016 | (12,499) | 5,956 | (165,574) | (7,676) | 347 | (179,446) |
12. Net (debt)/cash
|
|
|
|
|
| 2017 | As represented 2016 |
|
| $'000 | $'000 |
Current assets |
|
|
|
Cash and cash equivalents |
| 187,469 | 428,729 |
Derivative financial instruments |
| 2,450 | 8,239 |
Non-current assets |
|
|
|
Derivative financial instruments |
| 1,302 | 13,185 |
Current liabilities |
|
|
|
Interest bearing loans |
| 72 | (64,724) |
Finance leases |
| (130) | (158) |
Non-current liabilities |
|
|
|
Interest bearing loans |
| (244,043) | (242,099) |
Finance leases |
| (34) | (9) |
Derivative financial instruments |
| (352) | - |
Net (debt)/cash at 30 September |
| (53,266) | 143,163 |
13. Provisions |
|
|
|
|
|
|
|
| Deferred contingent consideration | Onerous leases | Restructuring and other costs | 2017 Total | Total as re-presented 2016 |
|
| $'000 | $'000 | $'000 | $'000 | $'000 |
|
|
|
|
|
|
|
At the beginning of the year |
| 15,419 | 359 | 289 | 16,067 | 29,342 |
Release to income statement |
| - | - | - | - | (1,022) |
Arising on acquisitions |
| 65,939 | - | - | 65,939 | 8,581 |
Utilised during the year |
| (14,265) | (52) | (113) | (14,430) | (19,895) |
Unwinding of discount |
| 380 | - | - | 380 | 1,158 |
Measurement period adjustment |
| 999 | - | - | 999 | - |
Translation adjustment |
| 3,406 | 17 | (3) | 3,420 | (2,097) |
|
|
|
|
|
|
|
At end of year |
| 71,878 | 324 | 173 | 72,375 | 16,067 |
|
|
|
|
|
|
|
Non-current |
| 58,136 | 269 | 65 | 58,470 | 6,084 |
Current |
| 13,742 | 55 | 108 | 13,905 | 9,983 |
Total |
|
71,878 |
324 |
173 |
72,375 |
16,067 |
14. Acquisition of subsidiary undertakings
On 21 October 2016, the Group acquired STEM Marketing Limited ("STEM"), a leading global provider of commercial, marketing and medical audits to pharmaceutical companies. The Group has agreed to pay the sellers an additional amount over the next three years if predefined financial thresholds are met. The Group has included contingent consideration related to the additional consideration, which represents its fair value at the date of acquisition.
On 3 April 2017, the Group acquired Steel Eagle LLC, a pharmaceutical packaging facility in Pennsylvania, USA.
On 1 July 2017, the Group acquired Vynamic LLC, a US-based healthcare industry management consulting firm. The Group has agreed to pay the sellers an additional amount over the next three years if predefined financial thresholds are met. The Group has included contingent consideration related to the additional consideration, which represents its fair value at the date of acquisition.
On 10 July 2017, the Group acquired Sellxpert GmbH, a German contract sales organisation. The Group has agreed to pay the sellers an additional amount over the next three years if predefined financial thresholds are met. The Group has included contingent consideration related to the additional consideration, which represents its fair value at the date of acquisition. On 10 July 2017, the Group also acquired a 50% stake in Sellxpert AG, a contract sales organisation based in Switzerland.
On 12 July 2017, the Group acquired Cambridge BioMarketing LLC, a US-based healthcare communications business. The Group has agreed to pay the sellers an additional amount over the next twelve months, if predefined financial thresholds are met. The Group has included contingent consideration related to the additional consideration, which represents its fair value at the date of acquisition.
On 13 September 2017, the Group acquired MicroMass Communications Inc ("MicroMass"), a US-based healthcare communications agency specialising in behavioural change. The Group has agreed to pay the sellers an additional amount over the next three years, if predefined financial thresholds are met. The Group has included contingent consideration related to the additional consideration, which represents its fair value at the date of acquisition.
The initial assignment of fair values to identifiable net assets acquired has been performed on a provisional basis in respect of the above listed acquisitions. Any amendments to these acquisition fair values within the twelve-month timeframe from the date of acquisition will be disclosed in the relevant annual report as stipulated by IFRS 8 (revised 2008), Business Combinations.
In the prior financial year Pegasus Public Relations Limited, a healthcare communications company based in the UK, was acquired on 18 April 2016. The Group has revised its estimate of the acquisition date fair value of intangibles, deferred contingent consideration and trade and other receivables in respect of this acquisition. This has resulted in a corresponding increase in goodwill relative to the amount previously recorded. On the basis that this adjustment was not deemed to be material, it was accounted for in the current year as a measurement period adjustment.
The fair value of the assets and liabilities acquired in the year ended 30 September 2017 (excluding net cash acquired), determined on a provisional basis are set out below:
|
STEM |
MicroMass |
Other |
Total |
Measurement period adjustments |
2017 Total | 2016 Total As re-presented |
| $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 |
Assets |
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
Property, plant and equipment | 122 | 540 | 20,776 | 21,438 | - | 21,438 | 584 |
Intangible assets - computer software | - | - | 77 | 77 | - | 77 | - |
Intangible assets - other intangible assets | 55,332 | 28,300 | 31,061 | 114,693 | (1,005) | 113,688 | 10,482 |
Total non-current assets | 55,454 | 28,840 | 51,914 | 136,208 | (1,005) | 135,203 | 11,066 |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
Inventories | - | - | 800 | 800 | - | 800 | - |
Trade and other receivables | 9,459 | 6,320 | 18,814 | 34,593 | (11) | 34,582 | 6,215 |
Total current assets | 9,459 | 6,320 | 19,614 | 35,393 | (11) | 35,382 | 6,215 |
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
Deferred income tax liabilities | (9,406) | (10,754) | - | (20,160) | 171 | (19,989) | (1,782) |
Total non-current liabilities | (9,406) | (10,754) | - | (20,160) | 171 | (19,989) | (1,782) |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
Trade and other payables | (3,758) | (3,362) | (15,282) | (22,402) | - | (22,402) | (3,542) |
Current income tax liabilities | 1,167 | - | (293) | 874 | - | 874 | (540) |
Total current liabilities | (2,591) | (3,362) | (15,575) | (21,528) | - | (21,528) | (4,082) |
|
|
|
|
|
|
|
|
Identifiable net assets acquired | 52,916 | 21,044 | 55,953 | 129,913 | (845) | 129,068 | 11,417 |
Intangible assets - goodwill | 50,779 | 53,170 | 36,677 | 140,626 | 1,844 | 142,470 | 11,610 |
Total consideration (enterprise value) | 103,695 | 74,214 | 92,630 | 270,539 | 999 | 271,538 | 23,027 |
|
|
|
|
|
|
|
|
Satisfied by: |
|
|
|
|
|
|
|
Cash | 63,247 | 63,683 | 78,715 | 205,645 | - | 205,645 | 16,843 |
Net cash acquired | (3,358) | (1,120) | (2,728) | (7,206) | - | (7,206) | (2,397) |
Net cash outflow | 59,889 | 62,563 | 75,987 | 198,439 | - | 198,439 | 14,446 |
Equity Instruments (724,997 ordinary shares) | 6,051 | - | - | 6,051 | - | 6,051 | - |
Deferred contingent acquisition consideration | 37,755 | 11,651 | 16,533 | 65,939 | 999 | 66,938 | 8,581 |
Non-controlling interest | - | - | 110 | 110 | - | 110 | - |
Total consideration | 103,695 | 74,214 | 92,630 | 270,539 | 999 | 271,538 | 23,027 |
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 related to the trade names, customer relationships, technology and customer contracts.
The contractual assets are not materially different from the disclosed trade and other receivables.
The total transaction related costs for completed and aborted acquisitions amounts to $4,028,000 (2016: $2,214,000). These are presented separately in the Group Income Statement.
The fair value of contingent consideration recognised at the date of acquisition is calculated by discounting the expected future payment to present value at the acquisition date. In general, for contingent consideration to become payable, pre-defined profit thresholds must be met. On an undiscounted basis, the future payments for which the Group may be liable in respect of current year acquisitions ranges from nil to $64,420,000 at 30 September 2017 (2016: nil to $8,776,000).
The Group's results for the year ended 30 September 2017 and 30 September 2016 includes the following amounts in respect of the businesses acquired during the year:
|
|
|
|
| 2017 Total $'000 | 2016 Total $'000 |
|
|
|
|
|
|
|
Revenue |
|
|
|
| 69,630 | 9,268 |
Gross profit |
|
|
|
| 32,850 | 3,191 |
Selling and distribution expenses |
|
|
|
| (21,263) | (1,585) |
Other operating expenses* |
|
|
|
| (8,365) | (629) |
|
|
|
|
|
|
|
Operating profit |
|
|
|
| 3,222 | 977 |
Net interest expense |
|
|
|
| (1,120) | 4 |
|
|
|
|
|
|
|
Profit before tax |
|
|
|
| 2,102 | 981 |
Income tax |
|
|
|
| (467) | (197) |
|
|
|
|
|
|
|
Profit after tax |
|
|
|
| 1,635 | 784 |
*Other operating expenses represent amortisation of intangible assets.
Had these acquisitions been effected on 1 October 2017, the combined Group would have recorded total revenues of $1,315,507,000 and profit after interest and tax for the financial year of $78,525,000.
15. Employee benefits
| Employee | Employee | Employee |
| benefit | benefit | benefit |
| asset | liability | total |
| $'000 | $'000 | $'000 |
|
|
|
|
Employee benefit asset/(liability) at 1 October 2016 (as re-presented) | 13,939 | (20,442) | (6,503) |
Current service cost | (2,387) | - | (2,387) |
Settlement gain | - | 2,728 | 2,728 |
Interest | 276 | (209) | 67 |
Contributions paid | - | 4,218 | 4,218 |
Remeasurement gain | 551 | 10,547 | 11,098 |
Translation adjustment | - | (4) | (4) |
Employee benefit asset/(liability) at 30 September 2017 | 12,379 | (3,162) | 9,217 |
| Employee | Employee | Employee |
| benefit | benefit | benefit |
| asset | liability | total |
| $'000 | $'000 | $'000 |
|
|
|
|
Employee benefit asset/(liability) at 1 October 2015 (as re-presented) | 14,639 | (24,161) | (9,522) |
Current service cost | (2,186) | (259) | (2,445) |
Curtailment gain | - | 367 | 367 |
Settlement gain | - | 4,069 | 4,069 |
Interest | 394 | (470) | (76) |
Contributions paid | - | 6,870 | 6,870 |
Remeasurement gain/(loss) | 1,092 | (9,324) | (8,232) |
Disposal of liabilities | - | 2,240 | 2,240 |
Translation adjustment | - | 226 | 226 |
Employee benefit asset/(liability) at 30 September 2016 | 13,939 | (20,442) | (6,503) |
As set out in the consolidated financial statements for the year ended 30 September 2016, the Group operates a number of defined benefit pension schemes which are funded by the payments of contribution 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 (ROI) pension schemes. The Republic of Ireland schemes had a remeasurement gain in the current year which primarily relates to an increase in the discount rate. The change in the discount rate within the schemes is reflective of changes in bond yields during the year. The United States scheme had a remeasurement gain in the current year arising from a higher than expected return on plan assets. In the Republic of Ireland schemes, there is no longer a salary increase assumption due to the accrual of pension benefits ceasing from 1 December 2015.
During the current and prior year, a general offer was made to the members of the ROI schemes to transfer their accrued benefits from the schemes in exchange for a fixed monetary amount. Acceptance of the offer was at the discretion of individual members and resulted in a settlement gain of $2,728,000 (2016: $4,069,000, $2,641,000 of which related to discontinued operations). Related professional fees amount to $180,000 (2016: $261,000).
The principal assumptions and associated changes are as follows:
|
|
|
|
|
| ||||||||
|
Republic of Ireland Schemes |
|
|
United States Scheme | |||||||||
| 2017 | 2016 | 2015 |
| 2017 | 2016 | 2015 |
| |||||
|
|
|
|
|
|
|
|
| |||||
Rate of increase in salaries | n/a | n/a | 2.75% |
| 2.75-4.00% | 2.75-4.00% | 2.75-4.00% |
| |||||
Rate of increase in pensions | 0-1.65% | 0-1.75% | 0-1.75% |
| 0.00% | 0.00% | 0.00% |
| |||||
Inflation rate | 1.65% | 1.50% | 1.75% |
| 2.75% | 2.75% | 2.75% |
| |||||
Discount rate | 2.05% | 1.25% | 2.70% |
| 3.60% | 3.30% | 4.00% |
| |||||
16. Financial instruments
The fair values of financial assets and financial liabilities, together with the carrying amounts in the condensed consolidated balance sheet at 30 September 2017, are as follows:
|
|
| Carrying value | Fair value | ||
|
|
| $'000 | $'000 | ||
Financial assets |
|
|
|
| ||
Trade and other receivables |
|
| 239,261 | 239,261 | ||
Derivative financial assets |
|
| 3,752 | 3,752 | ||
Cash and cash equivalents |
|
| 187,469 | 187,469 | ||
|
|
| 430,482 | 430,482 | ||
|
|
|
| |||
Financial liabilities |
|
|
|
| ||
Trade and other payables |
|
| 70,739 | 70,739 | ||
Derivative financial liabilities |
|
| 352 | 352 | ||
Interest-bearing loans |
|
| 243,971 | 248,987 | ||
Finance leases |
|
| 164 | 164 | ||
Deferred contingent consideration |
|
| 71,878 | 71,878 | ||
|
|
| 387,104 | 392,120 | ||
Trade and other receivables/payables
For receivables and payables, the carrying value less impairment provision is deemed to reflect fair value where appropriate.
Cash and cash equivalents
For cash and cash equivalents, the nominal amount is deemed to reflect fair value.
Interest-bearing loans and borrowings
The fair value of interest-bearing loans and borrowings is based on the fair value of the expected future principal and interest cash flows discounted at interest rates effective at the balance sheet date and adjusted for movements in credit spreads.
Finance lease liabilities
For finance lease liabilities, the fair value is the present value of future cash flows discounted at current market rates.
Valuation techniques and significant unobservable inputs
Fair value hierarchy of assets and liabilities measured at fair value
The Group has adopted the following fair value hierarchy in relation to its financial instruments that are carried in the balance sheet at fair value as at the year end:
• Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2 - inputs, other than quoted prices included within Level 1, that are observable for the asset or liability either directly (as prices) or indirectly (derived from prices); and
• Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The following table sets out the fair value of all financial assets and liabilities that are measured at fair value:
|
|
|
| Level 1 | Level 2 | Level 3 | Total | ||
|
|
|
| $'000 | $'000 | $'000 | $'000 | ||
Assets measured at fair value |
|
|
|
|
|
|
|
| |
Designated as hedging instruments |
|
|
|
|
|
|
| ||
Cross currency interest rate swaps |
|
|
| - | 3,752 | - | 3,752 | ||
|
|
|
| - | 3,752 | - | 3,752 | ||
|
|
|
|
|
|
|
| ||
Liabilities measured at fair value |
|
|
|
|
|
|
| ||
At fair value through profit or loss |
|
|
|
|
|
|
| ||
Deferred contingent consideration |
|
|
| - | - | 71,878 | 71,878 | ||
|
|
|
|
|
|
|
| ||
Designated as hedging instruments |
|
|
|
|
|
|
| ||
Cross currency interest rate swaps |
|
|
| - | 352 | - | 352 | ||
|
|
|
| - | 352 | 71,878 | 72,230 | ||
Summary of derivatives:
|
Amount of financial assets/liabilities as presented in the balance sheet |
Related amounts not offset in the balance sheet |
2017 Net |
Amount of financial assets/liabilities as presented in the balance sheet |
Related amounts not offset in the balance sheet |
2016 Net |
| $000 | $'000 | $'000 | $'000 | $'000 | $'000 |
|
|
|
|
|
|
|
Derivative financial assets | 3,752 | - | 3,752 | 21,424 | - | 21,424 |
Derivative financial liabilities | 352 | - | 352 | - | - | - |
All derivatives entered into by the Group are included in Level 2 of the fair value hierarchy and consist of cross currency interest rates swaps. The fair values of cross currency interest rate swaps are calculated as the present value of the estimated future cash flows based on the terms and maturity of each contract and using forward currency rates and market interest rates as applicable for a similar instrument at the measurement date. Fair values reflect the credit risk of the instrument and include, where appropriate, adjustments to take account of the credit risk of the Group entity and counterparty.
Deferred contingent consideration
Deferred contingent consideration is included in Level 3 of the fair value hierarchy. Details of the movement in the year are included in note 13. The fair value is determined considering the expected payment, discounted to present value using a risk adjusted discount rate. The expected payment is determined separately in respect of each individual earnout agreement taking into consideration the expected level of profitability of each acquisition. The provision for deferred contingent consideration is in respect of acquisitions completed during 2012, 2016 and 2017.
The significant unobservable inputs are:
• forecasted average annual net revenue growth rate 13% (2016: 6%);
• forecast average EBIT growth rate 22% (2016: 10%); and
• risk adjusted discount rate 0.02% - 1.55% (2016: 6.5% - 8.2%).
Inter-relationship between significant unobservable inputs and fair value measurement:
The estimated fair value would increase/(decrease) if:
• the annual net revenue growth rate was higher/(lower);
• the EBIT growth rate was higher/(lower); and
• the risk adjusted discount rate was lower/(higher).
For the fair value of deferred contingent consideration, a reasonably possible change to one of the significant unobservable inputs at 30 September 2017, holding the other inputs constant, would have the following effects:
|
|
|
| Increase | Decrease |
|
|
|
| $'000 | $000 |
Effect of change in assumption on income statements
|
|
|
|
|
|
Annual EBIT growth rate (1% movement) |
|
|
| - | - |
Annual net revenue growth rate (1% movement) |
|
|
| - | - |
Risk-adjusted discount rate (1% movement) |
|
|
| 293 | (212) |
Financial ratios
Financial covenants in our principal debt facilities are based on net debt to EBITDA being less than 3.5 times and EBITDA interest cover being greater than three times.
|
|
|
|
| 2017 Times | 2016 Times
|
|
|
|
|
|
|
|
Net (debt)/cash to annualised EBITDA |
|
|
|
| (0.32) | 1.05 |
Annualised EBITDA interest cover |
|
|
|
| 16.3 | 10.6 |
17. Dividends
The Board has proposed a final dividend of 9.72 $ cent per share which gives a total dividend of 13.30 $ cent for 2017. This dividend has not been provided for in the balance sheet at 30 September 2017 as there was no present obligation to pay the dividend at year end. During the financial year, the final dividend for 2016 (9.04 $ cent per share) and the interim dividend for 2017 (3.58 $ cent per share) were paid giving rise to a reduction in shareholders' funds of $31,279,000.
18. Foreign currency
The principal exchange rates used in translating sterling and dollar balance sheets and income statements were as follows:
|
|
|
|
|
| 2017 | 2016 |
|
| $1=Stg£ | $1=Stg£ |
Balance sheet (closing rate) |
| 0.7469 | 0.7715 |
Income statement (average rate) |
| 0.7891 | 0.7045 |
|
|
|
|
|
| $1=Euro€ | $1=Euro€ |
Balance sheet (closing rate) |
| 0.8470 | 0.8960 |
Income statement (average rate) |
| 0.9047 | 0.9002 |
19. 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.
Magir Limited, the Group's joint venture investment, has been classified as an asset held for sale at 30 September 2017. The Group has provided a guarantee to Magir's bankers for an amount of Stg£9,500,000 and a loan, gross of interest, of Stg£10,997,000.
IAS 24 Related Party Disclosures requires the disclosure of compensation paid to the Group's key management personnel. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group. UDG Healthcare classifies directors, the Company Secretary and members of its senior executive team as key management personnel. The senior executive team is the body of senior executives that formulates business strategy along with the directors, follows through on the implementation of that strategy and directs and controls the activities of the Group on a day to day basis.
Key management personnel receive compensation in the form of short-term employee benefits, post-employment benefits and equity compensation benefits. Key management personnel received total compensation of $10,587,000 for the year ended 30 September 2017 (2016: $11,652,000).
20. Change in Presentation Currency
Following the disposal of the United Drug Supply Chain and Masta businesses in April 2016, the geographic profile of the Group's businesses has changed considerably and the vast majority of the Group's profits are now generated in currencies other than Euro. Half of the Group's profits are currently generated in US Dollars, the Group's US based businesses are demonstrating the greatest growth opportunities and future corporate development activity is likely to be US focused. Consequently, on 4 August 2016 the Group announced that from 1 October 2016, the financial results will be presented in US Dollars. The change in presentation currency has been applied retrospectively.
In re-presenting the Group Financial Statements for the year ended 30 September 2016, the reported information was converted to US Dollars from Euro using the following procedures:
· Assets and liabilities were translated to US Dollars at the closing rates of exchange at each respective balance sheet date (30 September 2016: $1:€0.8960; 30 September 2015: $1:€0.8926).
· Share capital, share premium and other reserves were translated at the historic rates prevailing at the dates of transactions.
· Income and expenses were translated to US Dollars at an average rate at each of the respective reporting periods. This has been deemed to be a reasonable approximation (30 September 2016: $1:€0.9002; 30 September 2015: $1:€0.8709).
· Differences resulting from the retranslation were taken to reserves.
To assist shareholders during this change, the impacts on the 2016 results, closing balance sheets and the numerator for the earnings per share as originally reported are set out below:
Group Income Statement
|
|
|
| As restated (note 3) year ended 30 September 2016 | As re-presented and restated (note 3) year ended 30 September 2016 |
|
|
|
| €'000 | $'000 |
Continuing operations Revenue |
|
|
| 975,280 |
1,083,439 |
Cost of sales |
|
|
| (691,181) | (767,833) |
Gross profit |
|
|
| 284,099 | 315,606 |
Selling and distribution expenses |
|
|
| (159,820) | (177,543) |
Administration expenses |
|
|
| (18,771) | (20,854) |
Other operating expenses |
|
|
| (16,395) | (18,213) |
Transaction costs |
|
|
| (1,993) | (2,214) |
Share of joint ventures' profit after tax |
|
|
| 718 | 798 |
Operating profit |
|
|
| 87,838 | 97,580 |
Finance income |
|
|
| 4,781 | 5,311 |
Finance expense |
|
|
| (17,417) | (19,349) |
Profit before tax from continuing operations |
|
|
| 75,202 | 83,542 |
Income tax expense |
|
|
| (13,888) | (15,428) |
Profit for the year from continuing operations |
|
|
| 61,314 | 68,114 |
Profit after tax for the year from discontinued operations |
|
|
| 131,958 | 150,409 |
Profit for the financial year |
|
|
| 193,272 | 218,523 |
|
|
|
|
|
|
Profit attributable to: |
|
|
|
|
|
Continuing operations |
|
|
| 61,314 | 68,114 |
Discontinued operations |
|
|
| 131,958 | 150,409 |
|
|
|
| 193,272 | 218,523 |
Earnings per ordinary share: |
|
|
|
|
|
Basic - continuing operations |
|
|
| 24.88c | 27.64c |
Basic - discontinued operations |
|
|
| 53.56c | 61.04c |
Basic |
|
|
| 78.44c | 88.68c |
|
|
|
|
|
|
Diluted - continuing operations |
|
|
| 24.78c | 27.53c |
Diluted - discontinued operations |
|
|
| 53.33c | 60.79c |
Diluted |
|
|
| 78.11c | 88.32c |
Group Statement of Comprehensive Income
| As originally reported year ended 30 September 2016 | As re-presented year ended 30 September 2016 | |||
| €'000 | $'000 | |||
|
|
|
|
| |
Profit for the financial year |
| 193,272 |
| 218,523 | |
|
|
|
|
| |
Other comprehensive income/(expense): |
|
|
|
| |
Items that will not be reclassified to profit or loss: |
|
|
|
| |
Remeasurement (loss)/gain on Group defined benefit schemes |
|
|
|
| |
- Continuing operations |
| (8,468) |
| (9,409) | |
- Discontinued operations |
| 1,057 |
| 1,177 | |
Deferred tax on Group defined benefit schemes |
|
|
|
| |
- Continuing operations |
| 539 |
| 599 | |
- Discontinued operations |
| (211) |
| (232) | |
|
| (7,083) |
| (7,865) | |
Items that may be reclassified subsequently to profit or loss: |
|
|
|
| |
Foreign currency translation adjustment |
|
|
|
| |
- Continuing operations |
| (45,373) |
| (60,031) | |
- Discontinued operations |
| (7,109) |
| (2,045) | |
Reclassification on loss of control of subsidiary undertakings |
| 4,640 |
| 5,283 | |
Gain on hedge of net investment in foreign operations |
| 2,262 |
| - | |
Group cash flow hedges: |
|
|
|
| |
- Effective portion of cash flow hedges - movement into reserve | (4,936) |
| (5,483) |
| |
- Effective portion of cash flow hedges - movement out of reserve | (806) |
| (896) |
| |
Effective portion of cash flow hedges |
| (5,742) |
| (6,379) | |
- Movement in deferred tax - movement into reserve | 617 |
| 685 |
| |
- Movement in deferred tax - movement out of reserve | 101 |
| 113 |
| |
Net movement in deferred tax |
| 718 |
| 798 | |
|
| (50,604) |
| (62,374) | |
|
|
|
|
| |
Other comprehensive expense, net of tax |
| (57,687) |
| (70,239) | |
|
|
|
|
| |
Total comprehensive income, net of tax, attributable to equity holders of the parent |
| 135,585 |
|
148,284 | |
|
|
|
|
| |
Total comprehensive income/(expense) attributable to: |
|
|
|
| |
Continuing operations |
| 5,250 |
| (6,308) | |
Discontinued operations |
| 130,335 |
| 154,592 | |
|
| 135,585 |
| 148,284 | |
Group Balance Sheet |
|
| ||
|
As at 30 September 2016 |
As at 30 September 2015 | ||
| As originally reported €'000 | As re-presented $'000 | As originally reported €'000 | As re-presented $'000 |
ASSETS |
|
|
|
|
Non-current |
|
|
|
|
Property, plant and equipment | 122,638 | 136,877 | 117,903 | 132,087 |
Goodwill | 344,521 | 384,520 | 358,213 | 401,306 |
Intangible assets | 97,054 | 108,322 | 101,693 | 113,927 |
Investment in joint ventures and associates | 8,124 | 9,067 | 23,079 | 25,855 |
Derivative financial instruments | 11,814 | 13,185 | 22,048 | 24,700 |
Deferred income tax assets | 3,849 | 4,296 | 3,984 | 4,463 |
Employee benefits | 12,489 | 13,939 | 13,067 | 14,639 |
Total non-current assets | 600,489 | 670,206 | 639,987 | 716,977 |
|
|
|
|
|
Current |
|
|
|
|
Inventories | 49,226 | 54,941 | 55,017 | 61,636 |
Trade and other receivables | 209,472 | 233,791 | 205,248 | 229,939 |
Cash and cash equivalents | 384,131 | 428,729 | 214,078 | 239,832 |
Current income tax assets | 4,061 | 4,532 | 1,612 | 1,806 |
Derivative financial instruments | 7,382 | 8,239 | 4,750 | 5,321 |
Assets held for sale | - | - | 473,820 | 530,821 |
Total current assets | 654,272 | 730,232 | 954,525 | 1,069,355 |
Total assets | 1,254,761 | 1,400,438 | 1,594,512 | 1,786,332 |
|
|
|
|
|
Equity |
|
|
|
|
Equity share capital | 12,715 | 14,535 | 12,621 | 14,430 |
Share premium | 156,084 | 187,355 | 152,164 | 183,000 |
Other reserves | (41,295) | (179,446) | 10,077 | (116,219) |
Retained earnings | 595,449 | 784,432 | 433,912 | 600,793 |
Total equity | 722,953 | 806,876 | 608,774 | 682,004 |
|
|
|
|
|
LIABILITIES |
|
|
|
|
Non-current |
|
|
|
|
Interest-bearing loans and borrowings | 216,923 | 242,108 | 415,840 | 465,866 |
Provisions | 5,451 | 6,084 | 7,508 | 8,411 |
Employee benefits | 18,315 | 20,442 | 18,303 | 20,505 |
Deferred income tax liabilities | 27,782 | 31,008 | 28,050 | 31,424 |
Total non-current liabilities | 268,471 | 299,642 | 469,701 | 526,206 |
|
|
|
|
|
Current |
|
|
|
|
Interest-bearing loans and borrowings | 58,133 | 64,882 | 20,811 | 23,315 |
Trade and other payables | 183,190 | 204,468 | 191,758 | 214,831 |
Current income tax liabilities | 13,070 | 14,587 | 4,452 | 4,988 |
Provisions | 8,944 | 9,983 | 18,683 | 20,931 |
Liabilities held for sale | - | - | 280,333 | 314,057 |
Total current liabilities | 263,337 | 293,920 | 516,037 | 578,122 |
Total liabilities | 531,808 | 593,562 | 985,738 | 1,104,328 |
Total equity and liabilities | 1,254,761 | 1,400,438 | 1,594,512 | 1,786,332 |
21. Capital commitments
Capital expenditure authorised but not contracted for amounted to $18,900,000 (2016: $29,668,000) at the balance sheet date. This primarily relates to the Group's UK clinical facility move and the Group's investment in Future Fit IT initiatives.
22. Events after the balance sheet date
There have been no significant events after the balance sheet date which require disclosure.
23. 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.
24. Board approval
This announcement was approved by the Board of Directors of UDG Healthcare plc on 27 November 2017.
Additional Information
Key performance indicators and non-IFRS performance measures
The Group reports certain financial measurements that are not required under International Financial Reporting Standards (IFRS) which represent the generally accepted accounting principles (GAAP) under which the Group reports. The Group believes that the presentation of these non-IFRS measurements provides useful supplemental information which, when viewed in conjunction with IFRS financial information, provides stakeholders with a more meaningful understanding of the underlying financial and operating performance of the Group and its divisions. These measurements are also used internally to evaluate the historical and planned future performance of the Group's operations and to measure executive management's performance based remuneration.
None of the non-IFRS measurements should be considered as an alternative to financial measures derived in accordance with IFRS. The non-IFRS measurements can have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of results as reported under IFRS.
The principal non-IFRS measurements used by the Group, together with reconciliations where the non-IFRS measures are not readily identifiable from the Financial Statements, are as follows:
Net revenue (continuing)
Definition
This comprises of gross revenue as reported in the Group Income Statement, adjusted for revenue associated with pass-through costs for which the Group does not earn a margin.
Calculation |
| 2017 $'000 | 2016 $'000 |
Revenue (continuing)
| Income Statement
| 1,219,755 | 1,083,439
|
Pass - through revenue
|
| (191,269) | (163,490)
|
Net revenue (continuing) |
| 1,028,486 | 919,949 |
Adjusted operating profit (continuing)
Definition
This comprises of operating profit as reported in the Group Income Statement before amortisation of acquired intangible assets, transaction costs and exceptional items (if any).
Calculation |
| 2017 $'000 | 2016 $'000 |
Operating profit (continuing) | Income Statement | 103,186 | 97,580 |
Transaction costs (continuing) | Income Statement | 4,028 | 2,214 |
Amortisation of acquired intangible assets (continuing) | Note 4 | 22,066 | 15,977 |
Adjusted operating profit (continuing) |
| 129,280 | 115,771 |
Adjusted profit before tax (continuing)
Definition
This comprises profit before tax as reported in the Group Income Statement before amortisation of acquired intangible assets, transaction costs and exceptional items (if any).
Calculation |
| 2017 $'000 | 2016 $'000 |
Profit before tax (continuing) | Income Statement | 92,834 | 83,542 |
Transaction costs (continuing) | Income Statement | 4,028 | 2,214 |
Amortisation of acquired intangible assets (continuing) | Note 4 | 22,066 | 15,977 |
Adjusted profit before tax (continuing) |
| 118,928 | 101,733 |
Adjusted operating margin (continuing)
Definition
Measures the adjusted operating profit as a percentage of revenue.
Calculation |
| 2017 $'000 | 2016 $'000 |
Adjusted operating profit (continuing) | Per above | 129,280 | 115,771 |
Revenue (continuing) | Income Statement | 1,219,755 | 1,083,439 |
Adjusted operating margin (continuing) |
| 10.6% | 10.7% |
Adjusted net operating margin (continuing)
Definition
Measures the adjusted operating profit as a percentage of net revenue.
Calculation |
| 2017 $'000 | 2016 $'000 |
Adjusted operating profit (continuing) | Per above | 129,280 | 115,771 |
Net revenue (continuing) | Per above | 1,028,486 | 919,949 |
Net operating margin (continuing) |
| 12.6% | 12.6% |
Adjusted diluted earnings per share
Definition
The Group defines adjusted earnings per share as basic earnings per share adjusted for the impact of amortisation of acquired intangible assets, transaction costs and exceptional items (if any).
Calculation |
| 2017 $'000 | 2016 $'000 |
Adjusted earnings per share - US cent (continuing) | Note 8 | 37.12 | 31.79 |
Adjusted earnings per share - US cent (discontinued) | Note 8 | - | 7.47 |
Adjusted earnings per share |
| 37.12 | 39.26 |
Effective tax rate (continuing)
Definition
The Group continuing effective tax rate expresses the income tax expense adjusted for the tax impact of exceptional items, transaction costs and the amortisation of acquired intangible assets as a percentage of adjusted profit before tax for continuing operations.
Calculation |
| 2017 $'000 | 2016 $'000 |
Tax charge (continuing) | Income Statement | 20,976 | 15,428 |
Tax relief with respect to transaction costs (continuing) |
| 370 | 91 |
Deferred tax credit with respect to acquired intangible amortisation (continuing) |
| 5,070 | 7,564 |
Income tax expense before exceptional, transaction costs and deferred tax attaching to amortisation of acquired intangible assets |
| 26,416 | 23,083 |
Adjusted profit before tax (continuing) | Per above | 118,928 | 101,733 |
Effective tax rate (continuing) |
| 22.2% | 22.7% |
Annualised EBITDA
Definition
Annualised EBITDA is continuing and discontinued earnings before net interest, tax, depreciation, amortisation of intangible assets, exceptional items for the previous twelve months adjusted for the share of joint venture profits, dividends received from joint ventures, profit/(loss) on disposal of property, plant and equipment, impairment of intangible assets, the annualisation of the EBITDA of companies acquired during the year and the EBITDA of completed disposals.
Calculation |
| 2017 $'000 | 2016 $'000 |
Operating profit (continuing) | Income Statement | 103,186 | 97,580 |
Operating profit (discontinued) | Note 7 | - | 19,338 |
Depreciation (continuing) | Cash Flow Statement | 21,221 | 20,032 |
Amortisation of computer software (continuing) | Note 10 | 3,384 | 2,236 |
Amortisation of acquired intangible assets (continuing) | Note 4 | 22,066 | 15,977 |
Joint venture profit share (continuing) | Income Statement | (667) | (798) |
Joint venture profit share (discontinued) | Note 7 | - | (1,659) |
Loss on disposal of property, plant and equipment | Cash Flow Statement | 55 | 59 |
EBITDA of completed disposals | Note 7 | - | (17,679) |
Annualised EBITDA of acquisitions1 |
| 14,827 | 1,735 |
Annualised EBITDA |
| 164,072 | 136,821 |
1 Includes EBITDA for acquisitions which were not part of the Group for the full financial year.
Financial ratios
Definition
The net (debt)/cash to EBITDA and EBITDA interest cover ratios disclosed are calculated using annualised EBITDA and adjusted net finance expense (net finance expense excluding interest on pension scheme obligations and the unwinding of discount on provisions, see note 6). Net (debt)/cash represents the net total of current and non-current borrowings, current and non-current derivative financial instruments and cash and cash equivalents as presented in the Group Balance Sheet and as calculated in note 12.
Return on capital employed (ROCE)
Definition
ROCE is the continuing adjusted operating profit expressed as a percentage of the Group's net assets employed. Net assets employed is the average of the opening and closing net assets in the year excluding net debt/(cash) adjusted for the historical amortisation of acquired intangible assets and restructuring charges.
Calculation |
| 2017 $'000 | 2016 $'000 |
Net assets | Balance Sheet | 880,656 | 806,876 |
Net debt/(cash) | Note 12 | 53,266 | (143,163) |
Assets before net debt/(cash) |
| 933,922 | 663,713 |
Historical intangible amortisation |
| 176,997 | 146,467 |
Historical restructuring costs |
| 47,494 | 45,144 |
Total capital employed |
| 1,158,413 | 855,324 |
|
|
|
|
Average total capital employed |
| 1,006,869 | 849,580 |
Adjusted operating profit (continuing) | Per above | 129,280 | 115,771 |
Return on capital employed |
| 12.8% | 13.6% |
Measurements removed from the additional information section that are shown elsewhere in the preliminary announcement are as follows:
· Adjusted operating profit (discontinued) - this measurement is shown in note 8
· Net interest - this measurement is shown in note 6
· EBITDA Interest cover - this measurement is shown in note 16
· Net (debt)/cash - this measurement is shown in note 12
· Net (debt)/cash to EBITDA - this measurement is shown in note 16
A number of measurements have been removed from the additional information section. The Group believes these are not necessary to provide stakeholders with a more meaningful understanding of the underlying financial operating performance of the Group and its divisions as other performance measures are deemed more appropriate. Measurements removed are as follows:
· Adjusted profit before tax (discontinued)
· EBITDA (continuing)
· EBITDA (discontinued)
· Working capital (continuing)
Related Shares:
UDG.L