30 July 2024
Interim Results for the six months ended 30 June 2024
Strong broad-based revenue growth and further strategic progress
Confirming full year and medium-term guidance
Strong broad-based organic revenue growth of 6.6%1:
· AWC2: 6.7%1 with very good growth in Aquacel Ag+ ExtraTM and InnovaMatrix®, continued challenges in
· OC2: 4.9%1 with good growth in Convatec products driven by double-digit growth in soft convex portfolio
· CC2: 8.2%1 with strong volume growth and price increases in the
· IC2: 7.3%1 with ongoing strong demand for our innovative infusion sets as we diversify our customer base
· Reported revenue growth was 5.5% and constant currency3 revenue growth was 5.9%
Further strategic progress
· Innovation pipeline is delivering with new launches starting to grow segment shares:
o InnovaMatrix® grew strongly and recent Real-World Evidence demonstrates efficacy of the product
o ConvaFoamTM continued to win more than 50% of customer product evaluations in the
o Esteem BodyTM launch is progressing well with a significant step up in new patient starts
o GentleCathTM Air for Women, which launched in
o Strong demand for Extended Wear Infusion sets for Medtronic's 780G pump and our other innovative infusion sets for Tandem's Mobi pump, Beta Bionic's iLet pump, Ypsomed's YpsoPump and AbbVie's Produodopa Parkinson's therapy in
· Simplification and Productivity is progressing well:
o Operations automation, plant network optimisation and continuous improvement projects added 50bps to adjusted operating margin
o G&A expenses reduced to 7.5% of sales (H1'23: 8.2%), due to expanded scope of Global Business Services and further standardisation of processes
Improving profitability and cash
· Adjusted operating profit was
· Adjusted operating margin was 20.0% (H1'23: 20.3%) and 20.7% on a constant currency basis. Price, mix and cost efficiencies more than offset inflation
· Free cash flow to equity was
Confirming 2024 and medium-term guidance
· 2024: organic revenue growth of 5-7%, now expected to be in the upper half of the range, adjusted operating profit margin of at least 21.0% on constant currency basis and double-digit growth in adjusted EPS and free cash flow to equity
· Medium-term: expect 5-7% organic revenue growth p.a., margin expansion to mid-20s in 2026 or 2027 and to achieve double-digit compound annual growth in adjusted EPS and free cash flow to equity
Karim Bitar, Chief Executive Officer, commented:
"The Group's performance during the first half demonstrated the improving strength of our business - showing broad-based growth across all four categories. Our pipeline of innovative new products is beginning to deliver growth in segment share and we made further progress improving our profitability. We are pleased with this performance and are confident of delivering another year of strong revenue growth and further progress on profit and cashflow.
"We are focused on further strengthening the business as we continue to execute our FISBE 2.0 strategy. We remain confident of delivering our medium-term targets of 5-7% organic revenue growth p.a., expansion of the operating margin to the mid-20s in 2026 or 2027 and double-digit compound annual growth in adjusted EPS and free cash flow to equity."
Key financial highlights
|
Reported results |
Adjusted3 results |
|||||
|
H1 2024 |
H1 2023 |
Change |
H1 2024 |
H1 2023 |
Change |
CC Change3 |
Revenue |
|
|
5.5% |
|
|
5.5% |
5.9% |
Operating profit |
|
|
20.9% |
|
|
4.1% |
8.2% |
Operating profit margin |
13.4% |
11.7% |
170bps |
20.0% |
20.3% |
(30)bps |
40bps |
Diluted earnings per share |
|
|
40.7% |
|
|
(0.2)% |
4.5% |
Dividend per share |
1.822 |
1.769 |
3.0% |
|
|
|
|
· Adjusted3 diluted EPS
· Net debt3 of
· Interim dividend of
Update on InnovaMatrix
InnovaMatrix is our innovative and proprietary mammalian placental extra cellular matrix for the treatment of chronic, surgical and trauma wounds. InnovaMatrix saw strong double-digit growth during the first half and accounted for 4% of Group revenue.
InnovaMatrix has a strong scientific and clinical profile therefore we expect to achieve broad reimbursement coverage with both Medicare and private payors in the future. This is based on positive feedback from many of the c.2000 physicians and nurses using the product and the strong clinical performance demonstrated in the recent Real-World Evidence (RWE) study (see page 4).
As highlighted at the trading update in May, the Medicare Administrative Contractors published a draft Local Coverage Determination (LCD) proposal, which is currently under consideration following a consultation period. The outcome is uncertain but as currently drafted it could, for a period of time, lead to a curtailment of Medicare coverage of InnovaMatrix for diabetic foot ulcers (DFU) and venous leg ulcers (VLU). Year to date we have seen no impact from the publication and there is a reasonable probability that the draft LCD proposal will be modified and/or delayed.
In H1'24, approximately 20% of InnovaMatrix's revenue was in indications or points of care not impacted by the draft LCD proposal. In H2'24 we will grow sales further in these other indications, we will start launching InnovaMatrix outside of the
We remain confident of the quality, safety and efficacy of InnovaMatrix, the positive impact on the lives of patients and the strong contribution it will make to Convatec's growth going forward.
(1) Organic growth presents period over period growth at constant currency, adjusted for the acquisitions in Continence Care in 2023 and residual revenue following the exit of hospital care and related industrial sales
(2) AWC is Advanced Wound Care; OC is Ostomy Care; CC is Continence Care and IC is Infusion Care
(3) Certain financial measures in this document, including adjusted results above, are not prepared in accordance with International Financial Reporting Standards (IFRS). All adjusted measures are reconciled to the most directly comparable measure prepared in accordance with IFRS in the Non-IFRS Financial Information below (pages 14 to 18)
(4) Biologics segment as defined and calculated by SmartTRAK
Contacts
Analysts & Investors |
Sheebani Chothani, Director, Investor Relations |
+44 (0)7805 011046 |
Media |
Buchanan: Charles Ryland / Chris Lane |
+44 (0)207 466 5000 mediarelations@convatec.com |
Investor and analyst presentation
The results presentation will be held in person at UBS, 5 Broadgate Circle,
The full text of this announcement and the presentation for the analyst and investors meeting can be found on the 'Results, Reports & Presentations' page of the Convatec website www.convatecgroup.com/investors/reports.
About Convatec
Pioneering trusted medical solutions to improve the lives we touch: Convatec is a global medical products and technologies company, focused on solutions for the management of chronic conditions, with leading positions in advanced wound care, ostomy care, continence care and infusion care. With around 10,000 colleagues, we provide our products and services in almost 100 countries, united by a promise to be forever caring. Our solutions provide a range of benefits, from infection prevention and protection of at-risk skin, to improved patient outcomes and reduced care costs. Convatec revenue in 2023 were over
Forward Looking Statements
This document includes certain forward-looking statements with respect to the operations, performance and financial condition of the Group. Forward-looking statements are generally identified by the use of terms such as "believes", "estimates", "aims", "anticipates", "expects", "intends", "plans", "predicts", "may", "will", "could", "targets", continues", or their negatives or other similar expressions. These forward-looking statements include all matters that are not historical facts.
Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic and competitive uncertainties and contingencies that are difficult to predict and many of which are outside the Group's control. As such, no assurance can be given that such future results, including guidance provided by the Group, will be achieved. Forward-looking statements are not guarantees of future performance and such uncertainties and contingencies, including the factors set out in the "Principal Risks" section of the Strategic Report in our Annual Report and Accounts, could cause the actual results of operations, financial condition and liquidity, and the development of the industry in which the Group operates, to differ materially from the position expressed or implied in the forward-looking statements set out in this document. Past performance of the Group cannot be relied on as a guide to future performance.
Forward-looking statements are based only on knowledge and information available to the Group at the date of preparation of this document and speak only as at the date of this document. The Group and its directors, officers, employees, agents, affiliates and advisers expressly disclaim any obligations to update any forward-looking statements (except to the extent required by applicable law or regulation).
Operating Review for the six months ended 30 June 2024
Further progress executing on our FISBE (Focus, Innovate, Simplify, Build, Execute) 2.0 strategy
We are focused on growing our customer base and loyalty across our four chronic care categories. By leveraging customer insights we are executing better and increasing our segment shares. We are building a strong technology stack to deliver seamless integration between our digital channels (e.g. websites, apps, social media), our customer interaction centres (e.g. Me+) and our sales teams. This will enable us to further improve customer engagement and loyalty whilst growing sales.
Our innovation capability is beginning to deliver and we are currently launching eight new products. The market reaction to these new launches is encouraging (see category reviews on page 4) and we intend to launch these products in more key FISBE markets during H2'24. Furthermore, seven additional new products are progressing well for launch in 2025 and 2026.
Our simplification and productivity initiatives are progressing well as we continued to expand our operating margin, on a constant currency basis. We made strong progress in Operations, optimising our plant network as we completed the closure of the EuroTec facility and transferred production to our larger more efficient
We have been building our clinical capability and have started to generate and to disseminate more strong clinical evidence in support of our current products and new launches. Notable results during the period included Randomised Control Trial (RCT) for Aquacel Ag+ Extra, Real-World Evidence (RWE) study for InnovaMatrix, clinical paper on GentleCathTM FeelClean TechnologyTM and medical education relating to soft convexity, which all demonstrated the quality and efficacy of our products. As planned, during the period we established our Market Access Centre of Excellence (CoE). This team supports access and reimbursement for our existing brands and new product pipeline, such as the innovative nitric oxide wound dressing. Other, more established, CoEs continued to strengthen Convatec. Our Pricing CoE, in collaboration with our business units, achieved 50bps of pricing improvement while our Salesforce CoE further improved targeting, with c.65% of all calls made to key accounts (FY23: c.59%)
Our execution excellence focus across the organisation continues. For example, packaging automation of our largest AWC production facility is nearing completion while Home Services Group (HSG) introduced a new AI enabled technology platform which delivers an improved customer service experience while enhancing productivity for our employees.
Implementation of our FISBE strategy has continued to strengthen the Group and we are confident of delivering on our 2024 and medium-term guidance (see outlook section below).
Category reviews
Group revenue for the period was
|
Six months ended 30 June |
|
|||||
|
H1 2024 $m |
H1 2023 $m |
Reported growth |
Foreign Exchange impact |
Constant Currency3 growth |
Organic3 growth |
|
Revenue by Category |
|
|
|
|
|
|
|
Advanced Wound Care |
360 |
338 |
6.4% |
(0.3)% |
6.7% |
6.7% |
|
Ostomy Care |
311 |
300 |
3.7% |
(1.2)% |
4.9% |
4.9% |
|
Continence Care |
243 |
221 |
9.9% |
0.0% |
9.9% |
8.2% |
|
Infusion Care |
199 |
186 |
7.1% |
(0.2)% |
7.3% |
7.3% |
|
Revenue excluding hospital care exit |
1,113 |
1,045 |
6.5% |
(0.4)% |
6.9% |
6.6% |
|
Exit of hospital care and related industrial sales |
- |
105 |
n/m |
n/m |
n/m |
n/m |
|
Total |
1,113 |
1,055 |
5.5% |
(0.4)% |
5.9% |
6.6% |
|
(5) Relates to residual stock being sold during H1 2023
Advanced Wound Care revenue of
The business achieved solid growth in
In the first half we saw attractive mid single-digit growth in the antimicrobial segment. Our leading AQUACEL® Ag+ Extra™ products grew double-digit as we demonstrated in preliminary RCT results the product's superiority vs the standard of care. We also presented a RWE study which showed that management using Convatec's Wound hygiene protocol with AQUACEL® Ag+ Extra™ resulted in 94% healing or improvement in hard-to-heal infected wounds, with a statistically significant decrease in wound volume, exudate level and local infection.
We saw single-digit growth in foam during the period with good performances in
In the biologics4 segment demand for InnovaMatrix remained high, growing strong double-digit, illustrating the popularity with HCPs given its efficacy and safety. We saw no impact from the draft LCD proposal. We also saw increasing revenue from new indications and new points of care, which now accounts for approximately 20% of revenue. During H1, Intellicure Analytics, renowned for its unique wound care app and powerful real world data insights, completed a RWE study on InnovaMatrix by leveraging data from 502 US wound centres and practices. The data, which is to be presented at US national wound conferences later this year, shows total healing in 53% of wounds amongst a diverse at-risk population, where 44% of the wounds treated were life or limb-threatening. These are strong results for healing of wounds which are more challenging than those typically treated in RCTs.
We also made progress developing the next wave of new products. Our nitric oxide wound dressing, new enhanced hydrofibre and new single-use negative pressure pump with dressing, are all on track to launch in 2025/2026.
Our guidance for AWC is unchanged from May, when we reduced it to mid to high single-digit growth, to reflect the potential uncertainty associated with the draft LCD proposal.
Ostomy Care revenue of
This growth was backed by our patient support program Me+ and best-in-class professional education programs. The business continued to achieve double-digit growth in Global Emerging Markets with strong performances in
We made good strategic progress during the period. Esteem BodyTM launched in
Commercial execution continued to strengthen as we enhanced our offering across the continuum of care. During the period we further strengthened our professional education support for HCPs including launching accredited education modules, a Convexity Summit which attracted over 12,000 attendees world-wide, and participation in various WOCNEXT (Wound, Ostomy, Continence Nursing Society) events. Meanwhile our Me+ offering is driving conversions in core products and accessories.
Flexi-SealTM, our innovative faecal management system, grew well, supported by strong demand from the exclusive HealthTrust GPO won last year.
We continue to expect mid-single-digit growth for Ostomy Care during 2024.
Continence Care revenue of
The growth was predominantly driven by strong new patient volumes and high customer retention. Growth was aided by c.2.5% US reimbursement price increase from the US Government's Centres for Medicare and Medicaid Services (CMS).
During the period CMS made a preliminary recommendation to expand reimbursement codes relating to intermittent catheters in January 2026. As a leading home service provider in the US we are fully engaged with CMS and industry bodies on this potential development. In H1, 60% of our US Continence revenue was for hydrophilic catheters and Convatec's future product portfolio is being built around our innovative hydrophilic FeelClean TechnologyTM. If implemented in 2026, we anticipate a neutral to potentially positive impact from this change.
The contribution from
Based on the recent trends in the US, coupled with momentum building internationally, we are increasing expectations for Continence Care sales growth this year to high single-digit.
Infusion Care revenue of
This growth was primarily driven by high demand for our innovative infusion sets for people with diabetes. In H1 we saw strong orders associated with the latest pump launches such as our Extended Wear Infusion Sets with Medtronic's 780G pump, or our other innovative infusion sets for use with Beta Bionic's iLet pump, Ypsomed's YpsoPump and Tandem's Mobi pump.
The performance was also supported by strong double-digit growth of our NeriaTM brand infusion sets, for non-insulin therapies. We experienced strong demand for our sets for AbbVie's Produodopa Parkinson's therapy in
As well as continuing to grow our diabetes business and diversify our patient base, we are investing to increase our manufacturing capacity.
We remain confident our Infusion Care business will grow at high single-digits in 2024.
Historic revenue data
Reported Revenue $m |
H1 2022 |
H2 2022 |
H1 2023 |
H2 2023 |
H1 2024 |
|
Advanced Wound Care |
307 |
314 |
338 |
357 |
360 |
|
Ostomy Care |
298 |
285 |
300 |
308 |
311 |
|
Continence Care |
206 |
220 |
221 |
236 |
243 |
|
Infusion Care |
174 |
167 |
186 |
185 |
199 |
|
Group |
985 |
986 |
1045 |
1086 |
1,113 |
|
Revenue from exit of hospital and industrial sales |
60 |
42 |
10 |
1 |
- |
|
Total Reported Group |
1045 |
1028 |
1055 |
1087 |
1,113 |
|
Organic3 growth % |
H1 2022 |
H2 2022 |
H1 2023 |
H2 2023 |
H1 2024 |
|
Advanced Wound Care |
7.3% |
6.3% |
8.7% |
10.3% |
6.7% |
|
Ostomy Care |
1.2% |
2.3% |
3.1% |
5.4% |
4.9% |
|
Continence Care |
4.5% |
5.7% |
7.6% |
5.5% |
8.2% |
|
Infusion Care |
13.2% |
3.6% |
7.5% |
9.9% |
7.3% |
|
Group |
6.4% |
4.7% |
6.6% |
7.8% |
6.6% |
|
(3) Certain financial measures in this document, including adjusted results above, are not prepared in accordance with International Financial Reporting Standards (IFRS). All adjusted measures are reconciled to the most directly comparable measure prepared in accordance with IFRS in the Non-IFRS Financial Information below (pages 14 to 18)
Strong financial performance
Group revenue for the period was
Adjusted gross profit rose 3.1% to
The adjusted operating profit margin was 20.0% in the first half (H1'23: 20.3%). On a constant currency basis the adjusted operating margin was 20.7%, an increase of 40 bps from last year. Price, mix and cost efficiencies in operations each contributed 50bps to margin. Improved productivity in commercial and other opex added 40bps despite investment in sales and marketing, given elevated launch activity and sales growth. There was a further reduction in G&A of 70bps. Together these improvements more than offset COGS inflation of c.6% which was a headwind of 220bps. Inflation in the second half is expected to be lower leading to an unchanged expected range for the full year of 3-5%.
Adjusted diluted EPS was close to flat with operating profit growth offset by higher finance expenses and a higher adjusted tax charge. The increase in finance expenses reflected higher market base rates than in H1'23. There is not expected to be any material growth in finance expenses in the second half which supports our confidence in achieving double-digit EPS growth in 2024.
Reported diluted EPS rose 40.7% reflecting higher reported net profit.
Cash flow and leverage
Free cash flow to capital increased by
Free cash flow to equity increased by
Equity cash conversion improved to 41.2% (H1'23: 7.0%) and is expected to be over 80% at full year, given the seasonality of cash flows.
Net debt increased slightly to
The Group ended the period with total borrowings, including IFRS 16 lease liabilities, of
Dividend
The Board is declaring a 3.0% increase in the interim dividend to
Group outlook
We are pleased with the performance we have achieved so far in 2024 and are confirming our full year guidance.
Guidance for organic revenue growth is 5-7% and we expect to be in the upper half of the range in 2024. We also expect the adjusted operating margin for 2024 to expand to at least 21.0% on a constant currency basis, with more of the increase in H2'24 because of lower inflation.
If current spot rates were to hold for the remainder of the year, the estimated headwinds for FY 2024 revenue growth would be approximately 20bps and for adjusted operating margin would be approximately 60bps.
We expect adjusted net finance expense for the full year to be in the upper half of the
For the medium-term, we remain confident of delivering our targets of 5-7% organic growth p.a., expansion of the operating margin to the mid-20s by 2026 or 2027 and double-digit compound annual growth in adjusted EPS and free cash flow to equity.
Principal risks
The Board reviews and agrees our principal risks on a bi‐annual basis, taking account of our risk appetite together with our evolving strategy, current business environment and any emerging risks that could impact the business. Our system of risk management and internal control continues to develop, and updates to the principal risks and mitigation plans are made as required in response to changes in our risk landscape. Details of our enterprise risk management framework are set out in the Group's 2023 Annual Report and Accounts on pages 76 to 84.
The Board has reviewed the principal risks as of 30 June 2024, taking into consideration the risks that existed during the first six months of 2024 and those that it believes will have an impact on the business over the remaining six months of the current financial year. The principal risks have been assessed against the context of the global economic pressures that are impacting all businesses at present and the wider uncertain geopolitical climate. The overall profile of our risks remains consistent with the position presented in the Group's 2023 Annual Report and Accounts. Our principal risks are set out below and listed in order of their potential impact on our ability to successfully deliver on our strategy:
· Operational Resilience and Quality;
· Customer and Markets;
· Information Systems, Security and Privacy;
· Political and Economic Environment;
· Innovation and Regulatory;
· People;
· Legal and Compliance;
· Environment and Communities; and
· Tax and Treasury.
The Board assesses the overall risk profile of the Group to ensure it is within our risk appetite. In making this assessment the Board considered the broader risk landscape (including the sustained levels of inflation and interest rates, ongoing supply chain challenges and the continuing impacts of the wars in
Financial Review for six months ended 30 June 2024
Group financial performance
|
Six months ended 30 June |
|||||
|
Reported |
Reported |
Adjusted1 |
Adjusted1 |
Adjusted @ CC2 |
|
|
2024 |
2023 |
2024 |
2023 |
2024 |
Change |
|
$m |
$m |
$m |
$m |
$m |
% |
Revenue |
1,113.4 |
1,055.5 |
1,113.4 |
1,055.5 |
1,118.0 |
5.9% |
Gross profit |
623.1 |
592.4 |
677.9 |
657.4 |
|
|
Operating profit |
149.2 |
123.4 |
222.8 |
214.1 |
231.5 |
8.2% |
Profit before income taxes |
104.0 |
76.0 |
182.3 |
180.4 |
|
|
Net profit for the period |
78.6 |
55.7 |
139.1 |
138.9 |
|
|
Basic earnings per share (cents per share) |
3.8 |
2.7 |
6.8 |
6.8 |
|
|
Diluted earnings per share (cents per share) |
3.8 |
2.7 |
6.8 |
6.8 |
7.1 |
4.5% |
Dividend per share (cents) |
1.822 |
1.769 |
|
|
|
|
1. These non-IFRS financial measures are explained and reconciled to the most directly comparable financial measures prepared in accordance with IFRS in the Non-IFRS financial information section on pages 14 to 18.
2. Adjusted 2024 at CC (constant currency) is calculated as 2024 adjusted results translated at 2023 actual FX rates.
Reported and Adjusted results
The Group's financial performance measured in accordance with IFRS (IAS 34 Interim Financial Reporting as adopted by the
The commentary in this review includes discussion of the Group's reported results and alternative performance measures (or adjusted results) ('APMs'). Management and the Board use APMs as meaningful supplemental measures in monitoring the underlying performance of the business. These measures are disclosed in accordance with the ESMA guidelines and are explained and reconciled to the most directly comparable reported measure prepared in accordance with IFRS in the Non-IFRS financial information section on pages 14 to 18.
The commentary includes discussion of revenue on a constant currency basis. Constant currency removes the effect of fluctuations in exchange rates to focus on underlying revenue performance. Constant currency information is calculated by applying the applicable prior period average exchange rates to the Group's revenue performance in the respective period. Revenue and revenue growth on a constant currency basis are non-IFRS financial measures and should not be viewed as a replacement of IFRS reported revenue. Organic growth represents period-on-period growth at constant currency, excluding acquisition and divestiture activities. Percentage movements throughout this report are calculated on actual unrounded numbers.
Revenue
Group reported revenue for the six months ended 30 June 2024 of
Adjusting for foreign exchange and acquisition and divestiture-related activities, Group revenue grew by 6.6% on an organic basis. This was driven by strong growth in Advanced Wound Care, Continence Care and Infusion Care and good growth in Ostomy Care.
For more details about the category revenue performance, refer to the Operating Review.
Reported net profit
Reported gross margin remained consistent at 56.0% (H1 2023: 56.1%), with pricing and mix benefits offset by inflationary pressures and foreign exchange headwinds.
Reported operating profit increased by 20.9% to
Reported net finance expenses increased by
In the six months to 30 June 2024, the fair value movement of contingent consideration arising on acquisitions resulted in a charge of
The reported income tax expense for the six months ended 30 June 2024 was
Basic reported earnings per share rose 40.3% to
Adjusted net profit
Adjusted gross profit increased by 3.1% to
Whilst adjusted operating expenses saw a net increase of
Price, mix and cost efficiencies in operations each contributed 50bps to margin. Improved productivity in commercial and other opex added 40bps despite investment in sales and marketing, given elevated launch activity and sales growth. There was a further reduction in adjusted G&A of 70bps, with adjusted G&A as a percentage of revenue falling to 7.5% (H1 2023: 8.2%). Together, these improvements more than offset COGS inflation of c.6%, which was a headwind of 220bps.
Adjusted net profit increased slightly by 0.1% to
A reconciliation between reported and adjusted numbers discussed above is provided in the Non-IFRS financial information section on pages 14 to 18.
Taxation
|
Six months ended 30 June |
|||
|
2024 |
2023 |
||
|
$m |
Effective tax rate |
$m |
Effective tax rate |
Reported income tax (expense) |
(25.4) |
24.4% |
(20.3) |
26.7% |
Tax effect of adjustments |
(17.8) |
|
(21.2) |
|
Adjusted income tax (expense) |
(43.2) |
23.7% |
(41.5) |
23.0% |
The Group's reported income tax expense for the six months ended 30 June 2024 was
The Group's adjusted effective rate of 23.7% for the six months ended 30 June 2024 (H1 2023: 23.0%) was after reflecting the tax impact of items treated as adjusting items (further details can be found in the Reconciliation of reported earnings to adjusted earnings table in the Non-IFRS financial information section on page 16).
The increase in the adjusted effective tax rate was principally driven by the increase in tax rates in
Adjusting items
Management and the Board make adjustments to the reported figures, where appropriate, to produce more meaningful measures to monitor the underlying performance of the business - Alternative performance measures (APMs). The Group's APM policy can be found in the Non-IFRS financial information section on pages 14 to 15 and in line with this, the following adjustments were made to derive adjusted operating profit and adjusted net profit.
|
Six months ended 30 June |
|||||
|
Operating profit |
Fair value movement of contingent consideration |
Income tax |
|||
|
2024 |
2023 |
2024 |
2023 |
2024 |
2023 |
|
$m |
$m |
$m |
$m |
$m |
$m |
Reported |
149.2 |
123.4 |
(4.7) |
(13.7) |
(25.4) |
(20.3) |
Amortisation of acquired intangibles |
67.3 |
67.0 |
- |
- |
(16.6) |
(16.0) |
Acquisitions and divestitures |
0.3 |
9.9 |
4.7 |
13.7 |
0.2 |
(1.7) |
Termination benefits and related costs |
1.4 |
3.5 |
- |
- |
(0.3) |
(0.9) |
Other adjusting items |
4.6 |
10.3 |
- |
- |
(1.1) |
(2.6) |
Adjusted |
222.8 |
214.1 |
- |
- |
(43.2) |
(41.5) |
Adjustments made to derive adjusted operating profit for the six months ended 30 June 2024 included the amortisation of acquired intangibles of
Terminations costs of
During the year, the fair value movement of contingent consideration resulted in a
Of the total of
The Board, through the Audit and Risk Committee, continuously reviews the Group's APM policy and its application to ensure that it remains appropriate, aligns with the regulatory guidance and represents the way in which the performance of the Group is managed.
Contingent consideration arising on acquisitions
During the period, the Group paid
Dividends
Dividends are distributed based on the realised distributable reserves of the Company, which are primarily derived from dividends received from subsidiary companies and are not based directly on the Group's consolidated retained earnings. The distributable reserves of the Company at 30 June 2024 were
The Board has decided to increase the interim 2024 dividend by 3.0% to
Cash Flow and Net Debt
|
Six months ended 30 June |
|
|
Adjusted |
Adjusted |
|
2024 |
2023 |
|
$m |
$m |
EBITDA1 |
274.9 |
261.5 |
Working capital movement1 |
(87.0) |
(124.2) |
Gain/(loss) on foreign exchange derivatives |
11.9 |
(1.9) |
Adjusting items2 |
(11.3) |
(6.7) |
Capital expenditure |
(50.6) |
(58.7) |
|
|
|
Operating cash flow1,3 |
137.9 |
70.0 |
Tax paid |
(24.4) |
(16.2) |
|
|
|
Free cash flow to capital1 |
113.5 |
53.8 |
Net interest paid |
(42.5) |
(28.4) |
Payment of lease liabilities |
(12.1) |
(11.2) |
Other4 |
(1.6) |
(4.5) |
|
|
|
Free cash flow to equity1 |
57.3 |
9.7 |
Dividends5 |
(91.5) |
(87.7) |
Acquisitions6 |
(70.9) |
(151.4) |
|
|
|
Movement in net debt |
(105.1) |
(229.4) |
|
|
|
Net debt1 at 1 January (excluding lease liabilities) |
(1,129.3) |
(1,068.1) |
|
|
|
Net debt1 at 30 June (excluding lease liabilities) |
(1,234.4) |
(1,297.5) |
1. These non-IFRS financial measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS in the Non-IFRS financial information section.
2. Details of adjusting items are provided in the adjusting items cash movement table in the Non-IFRS financial information section. Of the total cash outflow of
3. Compared with 2023, 'Free cash flow (pre-tax) has been renamed 'Operating cash flow'. The Directors consider that this change results in improved definition, clarity and insight.
4. Other consisted of financing fees amortisation
5. Dividend cash payments of
6. Payments of
EBITDA
Adjusted EBITDA increased by
A reconciliation of adjusted EBITDA to the closest IFRS measure is provided in the Non-IFRS financial information section on page 16.
Free cash flow to capital
Free cash flow to capital increased by
Adjusted working capital movements of
Operating cash conversion improved to 61.9% (H1 2023: 32.7%). The improvement in the ratio primarily reflected the improvement in working capital as explained above.
Free cash flow to equity
Free cash flow to equity increased by
Equity cash conversion improved to 41.2% (H1 2023: 7.0%).
Borrowings and net debt
|
30 June 2024 |
31 December 2023 |
|
$m |
$m |
Borrowings |
1,331.3 |
1,226.9 |
Lease liabilities |
80.6 |
85.5 |
Total borrowings including lease liabilities |
1,411.9 |
1,312.4 |
Cash and cash equivalents |
(96.9) |
(97.6) |
Total borrowings including lease liabilities, net of cash |
1,315.0 |
1,214.8 |
Net debt (excluding lease liabilities) |
1,234.4 |
1,129.3 |
Net debt (excluding lease liabilities)/adjusted EBITDA1 |
2.3 |
2.1 |
1. Adjusted EBITDA for the twelve months to 30 June 2024 has been used in this calculation.
The Group's banking facilities comprise of a multicurrency revolving credit facility of
As at 30 June 2024,
Covenants
At 30 June 2024, the Group was in compliance with all financial and non-financial covenants associated with the Group's outstanding debt.
Non-IFRS financial information
Non-IFRS financial information or alternative performance measures (APMs) are those measures used by the Board and management on a day-to-day basis in their assessment of profit and performance and comparison between periods. The adjustments applied to IFRS measures reflect the effect of certain cash and non-cash items that the Board believes distort the understanding of the quality of earnings and cashflows as, by their size or nature, they are not considered part of the core operations of the business. Adjusted measures also form the basis of performance measures for remuneration, e.g. adjusted operating profit.
It should be noted that the Group's APMs may not be comparable to other similarly titled measures used by other companies and should not be considered in isolation or as a substitute for the equivalent measures calculated and presented in accordance with IFRS.
In determining whether an item should be presented as an adjustment to IFRS measures, the Group considers items which are significant either because of their size or their nature and arise from events that are not considered part of the core operations of the business. These tend to be one-off events but may still cross more than one accounting period. Recurring items may be considered, particularly in respect of the amortisation of acquisition-related intangibles assets. If an item meets at least one of these criteria, the Board, through the Audit and Risk Committee, then exercises judgement as to whether the item should be classified as an adjustment to IFRS performance measures.
The tax effect of the adjustments is reflected in the adjusted tax expense to remove the tax impact from adjusted net profit and adjusted earnings per share.
Amortisation of acquisition-related intangible assets
The Group's strategy is to grow both organically and through acquisition, with acquisitions being targeted to strengthen our position in key geographies and/ or business categories or which provide access to new technology. The nature of the businesses acquired may include the acquisition of significant intangible assets, which are required to be amortised. The Board and management regard the amortisation as a distortion to the quality of earnings and it has no cash implications in the year. The amortisation also distorts comparability with peer groups where such assets may have been internally generated and, therefore, not reflected on their balance sheet. Amortisation of acquisition-related intangible assets is, by its nature, a recurring adjustment.
Acquisition-related activities
Costs directly related to potential and actual strategic transactions which have been executed, aborted or are in-flight are deemed adjusting items.
Acquisition-related costs relate to deal costs, integration costs and earn-out adjustments (including the discounting impact), which are incurred directly as a result of the Group undertaking or pursuing an acquisition. Deal costs are wholly attributable to the deal, including legal fees, due diligence fees, bankers' fees/commissions and other direct costs incurred as a result of the actual or potential transaction. Integration costs are wholly attributable to the integration of the target and based on integration plans presented at the point of acquisition, including the cost of retention of key people where this is in excess of normal compensation, redundancy of target staff and early lease termination payments.
Adjusted measures in relation to acquisitions also include aborted deal costs.
Divestiture-related activities
Divestiture-related activities comprise the gains or losses resulting from disposal or divestment of a business as a result of a sale, major business change or restructuring programme. These include write-down of non-current assets, provisions to recognise inventories at realisable value, provisions for costs of exiting contracts and associated legal fees, and any other directly attributable costs. Any income from the ultimate disposal of a business or subsidiary is included in the gain or loss.
Adjusted measures in relation to divestitures also include aborted deal costs.
Impairment of assets
Impairments, write-offs and gains and losses from defined programmes and where the Group considers the circumstances of such event are not reflective of normal business trading performance or when transactions relate to acquisition-related intangible assets where the amortisation is already excluded from the calculation of adjusted measures.
Termination benefits and related costs
Termination benefits and other related costs arise from material, one-time Group-wide initiatives to reduce the ongoing cost base and improve efficiency in the business, including divestitures from non-strategic activities. The Board considers each project individually to determine whether its size and nature warrants separate disclosure. Qualifying items are limited to termination benefits (including retention) without condition of continuing employment in respect of major Group-wide change programmes. Where discrete qualifying items are identified these costs are highlighted and excluded from the calculation of adjusted measures. Due to their nature, these adjusted costs may span more than one year.
Other adjusting items
Other adjusting items relate to material, one-time initiatives which are part of the Group's strategy to improve productivity in the business and optimise cash flows. The Board considers each project individually to determine whether its size and nature warrants separate disclosure. Qualifying costs are limited to directly attributable costs of the initiatives and any realignment costs. Due to the nature of the initiatives, these adjusted costs may span more than one year.
Organic revenue growth
Organic revenue growth represents the change in organic revenue year on year. Organic revenue represents reported revenue, as determined under IFRS, and excludes the impact of acquisitions, divestitures and currency exchange movements.
Cash flow measures
Operating cash flow is the net cash generated from operations, as determined under IFRS, less capital expenditure. Free cash flow to capital is defined as operating cash flow less tax paid.
Free cash flow to equity reflects how effectively we are converting the profit we generate into cash (after accounting for working capital, capital investments, adjusting items, tax and interest). Refer to page 18 for details on how these measures are calculated.
Reconciliation of reported earnings to adjusted earnings for the six months ended 30 June 2024 and 2023
|
Revenue |
Gross profit |
Operating costs |
Operating profit |
Finance expense, net |
Fair value movement of contingent consideration |
Non-operating expense |
PBT |
Taxation |
Net profit |
Six months ended 30 June 2024 |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
As reported |
1,113.4 |
623.1 |
(473.9) |
149.2 |
(40.2) |
(4.7) |
(0.3) |
104.0 |
(25.4) |
78.6 |
Amortisation of acquired intangibles |
- |
53.7 |
13.6 |
67.3 |
- |
- |
- |
67.3 |
(16.6) |
50.7 |
Acquisition-related costs1 |
- |
- |
0.9 |
0.9 |
- |
4.7 |
- |
5.6 |
- |
5.6 |
Divestiture-related costs |
- |
- |
(0.6) |
(0.6) |
- |
- |
- |
(0.6) |
0.2 |
(0.4) |
Termination benefits and related costs |
- |
- |
1.4 |
1.4 |
- |
- |
- |
1.4 |
(0.3) |
1.1 |
Other adjusting items |
- |
1.1 |
3.5 |
4.6 |
- |
- |
- |
4.6 |
(1.1) |
3.5 |
Total adjustments including tax effect |
- |
54.8 |
18.8 |
73.6 |
- |
4.7 |
- |
78.3 |
(17.8) |
60.5 |
Other discrete tax items |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Adjusted |
1,113.4 |
677.9 |
(455.1) |
222.8 |
(40.2) |
- |
(0.3) |
182.3 |
(43.2) |
139.1 |
|
|
|
|
|
|
|
|
|
|
|
Amortisation |
|
|
|
11.0 |
|
|
|
|
|
|
Impairment/write-off of assets |
|
|
|
0.4 |
|
|
|
|
|
|
Depreciation |
|
|
|
31.4 |
|
|
|
|
|
|
Share-based payments |
|
|
|
9.3 |
|
|
|
|
|
|
Adjusted EBITDA |
|
|
|
274.9 |
|
|
|
|
|
|
1. The comparatives have been re-presented as outlined in Note 1 to the Condensed Consolidated Financial Statements.
|
Revenue |
Gross profit |
Operating costs |
Operating profit |
Finance expense, net |
Fair value movement of contingent consideration |
Non-operating income |
PBT |
Taxation |
Net profit |
Six months ended 30 June 2023 |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
As reported |
1,055.5 |
592.4 |
(469.0) |
123.4 |
(33.9) |
(13.7) |
0.2 |
76.0 |
(20.3) |
55.7 |
Amortisation of acquired intangibles |
- |
56.1 |
10.9 |
67.0 |
- |
- |
- |
67.0 |
(16.0) |
51.0 |
Acquisition-related costs |
- |
1.5 |
6.2 |
7.7 |
- |
13.7 |
- |
21.4 |
(1.2) |
20.2 |
Divestiture-related costs |
|
2.7 |
(0.5) |
2.2 |
- |
- |
- |
2.2 |
(0.5) |
1.7 |
Termination benefits and other related costs |
- |
2.2 |
1.3 |
3.5 |
- |
- |
- |
3.5 |
(0.9) |
2.6 |
Other adjusting items |
- |
2.5 |
7.8 |
10.3 |
|
|
|
10.3 |
(2.6) |
7.7 |
Total adjustments including tax effect |
- |
65.0 |
25.7 |
90.7 |
- |
13.7 |
- |
104.4 |
(21.2) |
83.2 |
Other discrete tax items |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Adjusted |
1,055.5 |
657.4 |
(443.3) |
214.1 |
(33.9) |
- |
0.2 |
180.4 |
(41.5) |
138.9 |
|
|
|
|
|
|
|
|
|
|
|
Amortisation |
|
|
|
9.4 |
|
|
|
|
|
|
Impairment/write-off of assets |
|
|
|
0.8 |
|
|
|
|
|
|
Depreciation |
|
|
|
29.7 |
|
|
|
|
|
|
Share-based payments |
|
|
|
7.5 |
|
|
|
|
|
|
Adjusted EBITDA |
261.5 |
|
|
|
|
|
|
Adjusted operating profit margin of 20.0% (H1 2023: 20.3%) is calculated as adjusted operating profit of
Reconciliation of operating costs to adjusted operating costs for the six months ended 30 June 2024 and 2023
|
Six months ended 30 June |
||||||||
|
2024 |
|
2023 |
||||||
|
S&D |
G&A |
R&D |
Operating costs |
|
S&D |
G&A |
R&D |
Operating costs |
|
$m |
$m |
$m |
$m |
|
$m |
$m |
$m |
$m |
As reported |
(322.1) |
(97.8) |
(54.0) |
(473.9) |
|
(304.7) |
(110.7) |
(53.6) |
(469.0) |
Amortisation of acquired intangibles |
0.3 |
9.5 |
3.8 |
13.6 |
|
- |
9.0 |
1.9 |
10.9 |
Acquisition-related costs |
- |
0.9 |
- |
0.9 |
|
- |
6.3 |
- |
6.3 |
Divestiture-related costs |
(0.6) |
- |
- |
(0.6) |
|
(0.5) |
- |
- |
(0.5) |
Impairment of assets |
- |
- |
- |
- |
|
- |
- |
- |
- |
Termination benefits and related costs |
0.2 |
1.2 |
- |
1.4 |
|
- |
1.2 |
0.1 |
1.3 |
Other adjusting items |
0.3 |
3.2 |
- |
3.5 |
|
- |
7.7 |
- |
7.7 |
Adjusted |
(321.9) |
(83.0) |
(50.2) |
(455.1) |
|
(305.2) |
(86.5) |
(51.6) |
(443.3) |
Reconciliation of basic and diluted earnings per share to adjusted earnings per share for the six months ended 30 June 2024 and 2023
|
Six months ended 30 June |
|||
|
2024 |
Adjusted 2024 |
2023 |
Adjusted 2023 |
|
$m |
$m |
$m |
$m |
Net profit for the period attributable to the shareholders of the Group |
78.6 |
139.1 |
55.7 |
138.9 |
|
|
Number |
|
Number |
Basic weighted average ordinary shares in issue |
|
2,047,599,499 |
|
2,036,308,534 |
Diluted weighted average ordinary shares in issue |
|
2,055,953,301 |
|
2,049,996,858 |
|
cents per share |
cents per share |
cents per share |
cents per share |
Basic earnings per share |
3.8 |
6.8 |
2.7 |
6.8 |
Diluted earnings per share |
3.8 |
6.8 |
2.7 |
6.8 |
Cash flow conversion |
Six months ended 30 June |
|
|
2024 |
2023 |
|
$m |
$m |
Operating cash conversion1 |
61.9% |
32.7% |
|
|
|
Equity cash conversion1 |
41.2% |
7.0% |
1. 'Adjusted cash conversion', previously calculated as Operating cash flow/Adjusted EBITDA, has been replaced by 'Operating cash conversion' and is calculated as Operating cash flow/Adjusted operating profit. 'Equity cash conversion' is calculated as Free cash flow to equity/Adjusted net profit. The Directors consider that these changes result in consistency of cash flow measures and provide improved definition, clarity and insight.
Reconciliation of Operating cash flow, free cash flow to capital and free cash flow to equity
|
Six months ended 30 June |
|
|
2024 |
2023 |
|
$m |
$m |
Net cash generated from operations |
188.5 |
128.7 |
Less: Acquisitions of property, plant and equipment and intangible assets |
(50.6) |
(58.7) |
Operating cash flow1 |
137.9 |
70.0 |
Tax paid |
(24.4) |
(16.2) |
Free cash flow to capital |
113.5 |
53.8 |
Net interest paid |
(42.5) |
(28.4) |
Payment of lease liabilities |
(12.1) |
(11.2) |
Financing fee amortisation |
(1.6) |
(1.4) |
Foreign exchange (loss) on cash |
(2.8) |
(1.6) |
Foreign exchange gain/(loss) on borrowings |
2.5 |
(2.0) |
Proceeds on sale of property, plant and equipment |
0.3 |
0.5 |
Free cash flow to equity |
57.3 |
9.7 |
1. 'Free cash flow (pre-tax)' has been renamed 'Operating cash flow'. The Directors consider that this change results in consistency of cash flow measures and provide improved definition, clarity and insight.
Free cash flow to equity has increased by 490.7% to
Reconciliation of reported and adjusted working capital movement
|
Six months ended 30 June |
|
|
2024 |
2023 |
|
$m |
$m |
Reported working capital movement |
(92.0) |
(110.2) |
Increase/(decrease) in respect of acquisitions and divestitures |
1.1 |
(4.6) |
Increase/(decrease) in termination benefits |
4.4 |
(2.4) |
(Decrease) in respect of other adjusting items |
(0.5) |
(7.0) |
Adjusted working capital movement |
(87.0) |
(124.2) |
Cash outflows from adjusting items
|
Six months ended 30 June |
|
|
2024 |
2023 |
|
$m |
$m |
Acquisition and divestitures adjustments |
(1.4) |
(5.3) |
Termination benefits and related costs adjustments |
(5.8) |
(1.1) |
Other adjusting items |
(4.1) |
(0.3) |
Total adjusting items |
(11.3) |
(6.7) |
Condensed Consolidated Interim Financial Statements
Condensed Consolidated Income Statement
|
|
Six months ended 30 June |
|
|
|
2024 |
2023 |
|
Notes |
$m |
$m |
|
|
(unaudited) |
(unaudited) |
Revenue |
2 |
1,113.4 |
1,055.5 |
Cost of sales |
|
(490.3) |
(463.1) |
Gross profit |
|
623.1 |
592.4 |
|
|
|
|
Selling and distribution expenses |
|
(322.1) |
(304.7) |
General and administrative expenses |
|
(97.8) |
(110.7) |
Research and development expenses |
|
(54.0) |
(53.6) |
Operating profit |
|
149.2 |
123.4 |
|
|
|
|
Finance income |
3 |
2.6 |
2.2 |
Finance expense1 |
3 |
(42.8) |
(36.1) |
Fair value movement of contingent consideration1 |
9 |
(4.7) |
(13.7) |
Non-operating (expense)/income, net1 |
|
(0.3) |
0.2 |
Profit before income taxes |
|
104.0 |
76.0 |
Income tax expense |
4 |
(25.4) |
(20.3) |
Net profit |
|
78.6 |
55.7 |
|
|
|
|
Earnings per share |
|
|
|
Basic earnings per share (cents per share) |
6 |
3.8¢ |
2.7¢ |
Diluted earnings per share (cents per share) |
6 |
3.8¢ |
2.7¢ |
1. The comparatives have been re-presented as outlined in Note 1 to the Condensed Consolidated Interim Financial Statements.
All amounts are attributable to shareholders of the Group and wholly derived from continuing operations (see Note 2 for details).
Condensed Consolidated Statement of Comprehensive Income
|
|
Six months ended 30 June |
|
|
|
2024 |
2023 |
|
Notes |
$m |
$m |
|
|
(unaudited) |
(unaudited) |
Net profit |
|
78.6 |
55.7 |
Items that will not be reclassified subsequently to the Consolidated Income Statement: |
|
|
|
Fair value movement on equity investments |
|
(3.1) |
(8.7) |
Items that may be reclassified subsequently to the Consolidated Income Statement: |
|
|
|
Foreign currency translation |
|
(22.1) |
49.6 |
Effective portion of changes in fair value of cash flow hedges |
|
(3.1) |
- |
Costs of hedging |
|
(1.8) |
- |
Changes in fair value of cash flow hedges reclassified to the Consolidated Income Statement |
|
2.9 |
(1.1) |
Income tax relating to items that may be reclassified |
|
(0.4) |
(0.1) |
Other comprehensive (expense)/income |
|
(27.6) |
39.7 |
Total comprehensive income |
|
51.0 |
95.4 |
All amounts are attributable to shareholders of the Group and wholly derived from continuing operations.
Condensed Consolidated Statement of Financial Position
|
|
30 June 2024 |
31 December 2023 |
|
Notes |
$m |
$m |
|
|
(unaudited) |
(audited) |
Assets |
|
|
|
Non-current assets |
|
|
|
Property, plant and equipment |
|
474.3 |
473.8 |
Right-of-use assets |
|
70.5 |
74.7 |
Intangible assets |
|
868.1 |
935.3 |
Goodwill |
|
1,290.2 |
1,298.8 |
Investment in financial assets |
|
19.8 |
22.9 |
Deferred tax assets |
|
20.7 |
21.2 |
Restricted cash |
|
5.1 |
5.3 |
Other non-current receivables |
|
11.7 |
11.7 |
|
|
2,760.4 |
2,843.7 |
Current assets |
|
|
|
Inventories |
|
378.5 |
396.1 |
Trade and other receivables |
|
343.7 |
333.7 |
Current tax receivable |
|
19.5 |
16.5 |
Derivative financial assets |
8 |
11.0 |
13.6 |
Restricted cash |
|
11.8 |
12.5 |
Asset held for sale |
1 |
2.5 |
- |
Cash and cash equivalents |
|
96.9 |
97.6 |
|
|
863.9 |
870.0 |
Total assets |
|
3,624.3 |
3,713.7 |
Equity and liabilities |
|
|
|
Current liabilities |
|
|
|
Trade and other payables |
|
319.1 |
388.7 |
Lease liabilities |
|
20.9 |
20.7 |
Current tax payable |
|
25.8 |
26.6 |
Derivative financial liabilities |
8 |
7.9 |
16.7 |
Provisions |
9 |
7.9 |
83.7 |
|
|
381.6 |
536.4 |
Non-current liabilities |
|
|
|
Borrowings |
7 |
1,331.3 |
1,226.9 |
Lease liabilities |
|
59.7 |
64.8 |
Deferred tax liabilities |
|
88.8 |
88.2 |
Provisions |
9 |
74.6 |
71.3 |
Derivative financial liabilities |
8 |
- |
0.9 |
Other non-current liabilities |
|
33.4 |
32.5 |
|
|
1,587.8 |
1,484.6 |
Total liabilities |
|
1,969.4 |
2,021.0 |
Net assets |
|
1,654.9 |
1,692.7 |
Equity |
|
|
|
Share capital |
|
251.5 |
251.5 |
Share premium |
|
181.0 |
181.0 |
Own shares |
|
(2.2) |
(0.6) |
Retained deficit |
|
(901.6) |
(888.7) |
Merger reserve |
|
2,098.9 |
2,098.9 |
Cumulative translation reserve |
|
(144.3) |
(122.2) |
Other reserves |
|
171.6 |
172.8 |
Total equity |
|
1,654.9 |
1,692.7 |
|
|
|
|
Total equity and liabilities |
|
3,624.3 |
3,713.7 |
|
|
Share capital |
Share premium |
Own shares |
Retained deficit |
Merger reserve |
Cumulative translation reserve |
Other reserves |
Total |
|
Notes |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
At 1 January 2024 (audited) |
|
251.5 |
181.0 |
(0.6) |
(888.7) |
2,098.9 |
(122.2) |
172.8 |
1,692.7 |
Net profit |
|
- |
- |
- |
78.6 |
- |
- |
- |
78.6 |
Other comprehensive expense: |
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment, net of tax |
|
- |
- |
- |
- |
- |
(22.1) |
- |
(22.1) |
Changes in fair value of cash flow hedges, net of tax |
|
- |
- |
- |
- |
- |
- |
(2.4) |
(2.4) |
Change in fair value of equity investments |
|
- |
- |
- |
- |
- |
- |
(3.1) |
(3.1) |
Other comprehensive expense |
|
- |
- |
- |
- |
- |
(22.1) |
(5.5) |
(27.6) |
Total comprehensive income/(expense) |
|
- |
- |
- |
78.6 |
- |
(22.1) |
(5.5) |
51.0 |
Dividends paid |
5 |
- |
- |
- |
(91.5) |
- |
- |
- |
(91.5) |
Purchase of shares by Employee Benefit Trust |
|
- |
- |
(6.9) |
- |
- |
- |
- |
(6.9) |
Share-based payments |
|
- |
- |
- |
- |
- |
- |
9.1 |
9.1 |
Share awards vested |
|
- |
- |
5.3 |
- |
- |
- |
(4.8) |
0.5 |
At 30 June 2024 (unaudited) |
|
251.5 |
181.0 |
(2.2) |
(901.6) |
2,098.9 |
(144.3) |
171.6 |
1,654.9 |
|
|
|
|
|
|
|
|
|
|
|
|
Share capital |
Share premium |
Own shares |
Retained deficit |
Merger reserve |
Cumulative translation reserve |
Other reserves |
Total |
|
Notes |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
At 1 January 2023 (audited) |
|
250.7 |
165.7 |
(1.5) |
(892.2) |
2,098.9 |
(177.1) |
165.2 |
1,609.7 |
Net profit |
|
- |
- |
- |
55.7 |
- |
- |
- |
55.7 |
Other comprehensive income/(expense): |
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment, net of tax |
|
- |
- |
- |
- |
- |
49.6 |
- |
49.6 |
Changes in fair value of cash flow hedges, net of tax |
|
- |
- |
- |
- |
- |
- |
(1.2) |
(1.2) |
Change in fair value of equity investments |
|
- |
- |
- |
- |
- |
- |
(8.7) |
(8.7) |
Other comprehensive income/(expense) |
|
- |
- |
- |
- |
- |
49.6 |
(9.9) |
39.7 |
Total comprehensive income/(expense) |
|
- |
- |
- |
55.7 |
- |
49.6 |
(9.9) |
95.4 |
Dividends paid |
5 |
- |
- |
- |
(87.7) |
- |
- |
- |
(87.7) |
Scrip dividend |
5 |
0.2 |
4.5 |
- |
(4.7) |
- |
- |
- |
- |
Share-based payments |
|
- |
- |
- |
- |
- |
- |
7.4 |
7.4 |
Share awards vested |
|
- |
- |
0.8 |
- |
- |
- |
0.1 |
0.9 |
At 30 June 2023 (unaudited) |
|
250.9 |
170.2 |
(0.7) |
(928.9) |
2,098.9 |
(127.5) |
162.8 |
1,625.7 |
Condensed Consolidated Statement of Cash Flows
|
|
Six months ended 30 June |
|
|
|
2024 |
2023 |
|
Notes |
$m |
$m |
Cash flows from operating activities |
|
(unaudited) |
(unaudited) |
Net profit |
|
78.6 |
55.7 |
Adjustments for |
|
|
|
Depreciation of property, plant and equipment |
|
20.0 |
18.3 |
Depreciation of right-of-use assets |
|
11.4 |
11.4 |
Amortisation of intangible assets |
|
78.3 |
76.4 |
Income tax |
4 |
25.4 |
20.3 |
Non-operating expense/(income), net1 |
|
12.2 |
(2.1) |
Fair value movement of contingent consideration |
|
4.7 |
13.7 |
Finance expense, net1 |
|
40.2 |
33.9 |
Share-based payments |
|
9.3 |
7.5 |
Impairment/write-off of intangible assets |
|
0.2 |
- |
Impairment/write-off of right-of-use assets |
|
- |
1.9 |
Impairment/write-off of property, plant and equipment |
|
0.2 |
1.9 |
|
|
|
|
Change in assets and liabilities: |
|
|
|
Inventories |
|
6.7 |
(63.5) |
Trade and other receivables |
|
(29.0) |
(35.1) |
Derivative financial assets |
|
4.8 |
13.9 |
Other non-current receivables |
|
(0.2) |
(0.3) |
Restricted cash |
|
0.8 |
5.0 |
Trade and other payables1 |
|
(56.5) |
(10.5) |
Provisions |
|
(4.9) |
5.2 |
Derivative financial liabilities |
|
(15.2) |
(22.9) |
Other non-current payables1 |
|
1.5 |
(2.0) |
Net cash generated from operations |
|
188.5 |
128.7 |
Interest received |
|
2.6 |
2.2 |
Interest paid |
|
(45.1) |
(30.6) |
Payment of contingent consideration arising from acquisitions1 |
9 |
(48.1) |
(21.7) |
Income taxes paid |
|
(24.4) |
(16.2) |
Net cash generated from operating activities |
|
73.5 |
62.4 |
|
|
|
|
Cash flows from investing activities |
|
|
|
Acquisition of property, plant and equipment and intangible assets |
|
(50.6) |
(58.7) |
Acquisitions, net of cash acquired |
|
- |
(56.7) |
Proceeds from sale of property, plant and equipment and other assets |
|
0.3 |
0.5 |
Payment of contingent consideration arising from acquisitions1 |
9 |
(22.8) |
(73.0) |
Net cash used in investing activities |
|
(73.1) |
(187.9) |
|
|
|
|
Cash flows from financing activities |
|
|
|
Proceeds from borrowings |
7 |
105.3 |
158.7 |
Payment of lease liabilities |
|
(12.1) |
(11.2) |
Dividends paid |
5 |
(91.5) |
(87.7) |
Net cash generated from financing activities |
|
1.7 |
59.8 |
Net change in cash and cash equivalents |
|
2.1 |
(65.7) |
Cash and cash equivalents at beginning of the period |
|
97.6 |
143.8 |
Effect of exchange rate changes on cash and cash equivalents |
|
(2.8) |
(1.6) |
Cash and cash equivalents at end of the period |
|
96.9 |
76.5 |
1. The comparatives have been re-presented as outlined in Note 1 to the Condensed Consolidated Financial Statements.
1. Basis of preparation and accounting standards
Convatec Group Plc (the "Company") is a public limited company incorporated in the
The Condensed Consolidated Interim Financial Statements should be read in conjunction with the 2023 Convatec Group Plc Annual Report and Accounts, which were prepared in accordance with the
These Condensed Consolidated Interim Financial Statements and the comparatives are unaudited, except where otherwise indicated, and do not constitute statutory financial statements. The statutory financial statements for the Group in respect of the year ended 31 December 2023 have been reported on by the Group's auditor and delivered to the Registrar of Companies. The audit report on those accounts was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.
The Condensed Consolidated Interim Financial Statements for the six months ended 30 June 2024 were approved by the Board on 29 July 2024.
Going concern
As at 30 June 2024, the Group held cash and cash equivalents of $96.9 million (31 December 2023: $97.6 million) and had borrowings of $1,331.3 million (31 December 2023: $1,226.9 million). The borrowings as at 30 June 2024 comprised of senior notes of $500.0 million, term loan of $250.0 million and drawn multicurrency revolving credit facilities of $593.6 million, net of unamortised financing fees of $12.3 million. The Group's multicurrency revolving credit facility of $950.0 million is committed until November 2028. The term loan of $250.0 million and $500.0 million senior unsecured notes are repayable in 2027 and 2029 respectively. $356.4 million of the multicurrency revolving credit facilities remained undrawn as at 30 June 2024, which together with cash and cash equivalents of $96.9 million, provided the Group with total liquidity of $453.3 million as at that date (31 December 2023: $557.0 million). The principal financial covenants remain unchanged and as at 30 June 2024, the Group was in compliance with its financial covenants.
In preparing their assessment of going concern, the Directors have considered available cash resources, financial actual and forecast performance, including strategy delivery, together with the Group's financial covenant compliance requirements and principal risks and uncertainties. The Group's liquidity remains strong as management continues to monitor its liquidity requirements to ensure there is sufficient cash to meet operational needs and maintain adequate headroom.
The Board has reviewed the downside scenarios as disclosed in the 2023 Annual Report and Accounts and has concluded that these scenarios remain aligned to the Group's principal risks and continue to adequately reflect the financial risk of downside events and circumstances during the going concern period. Under each scenario, the Group is forecast to retain significant liquidity and covenant headroom throughout the going concern period.
The Group has carried out a reverse stress test against the forecast base case to determine the performance levels that would result in a breach of covenants. For a breach of covenants to occur in the next 12 months, before Board and management mitigation, the Group would need to experience a sustained revenue reduction of at least 10% across all categories and markets. This was considered to be implausible given the Group's strong global market position and diversified portfolio of products and the mitigations available to the Board and management, which include reducing expansionary capital investment.
Accordingly, at the time of approving these Condensed Consolidated Interim Financial Statements, the Directors have a reasonable expectation that the Group will have adequate liquid resources to meet their respective liabilities as they become due and will be able to sustain its business model, strategy and operations and remain solvent for a period of at least 12 months from 29 July 2024. Accordingly, they continue to adopt the going concern basis in preparing the Condensed Consolidated Interim Financial Statements.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of the Condensed Consolidated Interim Financial Statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported value of assets and liabilities, income and expense. Actual results may differ from these estimates or judgements of likely outcome. Management regularly reviews, and revises as necessary, the accounting judgements that significantly impact the amounts recognised in the Condensed Consolidated Interim Financial Statements and the sources of estimation uncertainty that are considered to be "key estimates" due to their potential to give rise to material adjustments in the Group's Consolidated Financial Statements within the next financial year.
In preparing the Condensed Consolidated Interim Financial Statements, no critical accounting judgements have been identified.
One key source of estimation uncertainty has been identified in respect of the provision for contingent consideration on acquisitions.
The underlying drivers of the contingent consideration are determined in accordance with the contractual terms of the purchase agreements for each relevant acquisition and may vary depending on the amounts or timing of product revenues (including future revenues, which are inherently uncertain), particularly when it relates to products which are relatively new to market or not yet launched, the future achievement of regulatory clearance for new products, or other uncertainties deriving from the purchase agreement. The Group estimates provisions for contingent consideration based on information available at the balance sheet date.
Actual results may differ from estimates or there may be delays to estimated timetables for regulatory clearances which would lead to a change in estimate of provisions for contingent consideration and may vary materially within the next financial year. At 30 June 2024 the discounted estimate of provisions for contingent consideration was $71.3 million (see Note 8 - Fair value measurement). Management has determined that a reasonable possible range of discounted outcomes within the next financial year is $15.9 million to $71.3 million.
New standards and interpretations applied for the first time
The accounting policies adopted by the Group in preparation of these Condensed Consolidated Interim Financial Statements are consistent with those set out in the 2023 Annual Report and Accounts, except for the adoption of new standards effective as of 1 January 2024. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
On 1 January 2024, the Group adopted the following amendments which are mandatorily effective for the period beginning 1 January 2024:
- Liability in a Sale and Leaseback - Amendments to IFRS 16
- Classification of Liabilities as Current or Non-Current - Amendments to IAS 1
- Non-current liabilities with Covenants - Amendments to IAS 1
The adoption during the year, of the amendments and interpretations, has not had a material impact on the Condensed Consolidated Interim Financial Statements.
Prior year re-presentation
Certain line items in the primary financial statements have been disaggregated to provide greater clarity, and accordingly, the corresponding comparative amounts have been re-presented for consistency and comparability between periods.
Within the Condensed Consolidated Income Statement, the fair value movement of contingent consideration has been presented separately. The 2023 comparative amount includes $11.6 million that was previously included within finance expense, and $2.1 million previously included within non-operating (expense)/income, net.
Within the Condensed Consolidated Statement of Cash Flows, trade and other payables and other non-current payables have been re-presented to separately disclose the cash impact of movements in provisions of $5.2 million.
Within the Condensed Consolidated Statement of Cash Flows, payment of contingent consideration arising from acquisitions has been re-presented to separately disclose the settlement of the amount initially recognised upon acquisition of $73.0 million within cash flows from investing activities, and the subsequent remeasurement of $21.7 million within cash flows from operating activities. Consequently, net cash generated from operating activities has reduced from $84.1 million to $62.4 million, with a corresponding decrease in net cash used in investing activities from $209.6 million to $187.9 million.
There is no impact on net profit, net assets and net change in cash and cash equivalents presented previously.
Asset held for sale
As a result of closing a small factory in
2. Revenue and segment information
The Board considers the Group's business to be a single segment entity engaged in the development, manufacture and sale of medical products and technologies. R&D, manufacturing and central support functions are managed globally for the Group. Revenues are managed both on a category and geographic basis. This note presents the performance and activities of the Group as a single segment.
|
Convatec's Executive Leadership Team (CELT), as the Group's Chief Operating Decision Maker, is the function that allocates resources and evaluates the Group's global product portfolios on a revenue basis and evaluates profitability and associated investment on an enterprise-wide basis due to shared infrastructures and support functions between the categories. Financial information in respect of revenues provided to the CELT for decision-making purposes is made on both a category and geographic basis. Resources are allocated on a Group-wide basis, with a focus on both category and the key markets but primarily based on the merits of each individual proposal.
Revenue by category
The following table sets out the Group's revenue by category:
|
Six months ended 30 June |
|
|
2024 |
2023 |
|
$m |
$m |
Advanced Wound Care |
360.0 |
338.5 |
Ostomy Care |
311.1 |
300.0 |
Continence Care |
242.6 |
220.7 |
Infusion Care |
199.5 |
186.3 |
Revenue excluding hospital care exit |
1,113.2 |
1,045.5 |
Revenue from hospital care exit |
0.2 |
10.0 |
Total |
1,113.4 |
1,055.5 |
Revenue by geography
The following table sets out the Group's revenue by regional geographic market in which third-party customers are located:
|
Six months ended 30 June |
|
|
2024 |
2023 |
|
$m |
$m |
|
622.2 |
572.5 |
|
327.4 |
327.8 |
Rest of World (RoW)1 |
163.8 |
155.2 |
Total |
1,113.4 |
1,055.5 |
1. Rest of World (ROW) comprises all countries in
3. Finance income and expenses
Finance expenses arise from interest on the Group's borrowings and lease liabilities. Finance income arises from interest earned on investment of surplus cash. |
Finance costs, net for the six months ended 30 June were as follows:
|
Six months ended 30 June |
|
|
2024 |
2023 |
|
$m |
$m |
Finance income |
|
|
Interest income on cash and cash equivalents |
1.8 |
2.2 |
Interest income on interest rate derivatives |
0.8 |
- |
Total finance income |
2.6 |
2.2 |
|
|
|
Finance expenses |
|
|
Interest expense on borrowings |
(38.0) |
(33.2) |
Other financing-related fees1 |
(4.8) |
(3.5) |
Interest expense on lease liabilities |
(1.7) |
(1.7) |
Capitalised interest2 |
2.8 |
2.5 |
Other finance costs |
(1.1) |
(0.2) |
Total finance expenses |
(42.8) |
(36.1) |
Finance costs, net |
(40.2) |
(33.9) |
1. Other financing-related fees include the amortisation of deferred financing fees of associated with the multicurrency revolving credit facilities, term loans facilities and senior notes and receivables financing fees.
2. Capitalised interest was calculated using the Group's weighted average interest rate over the period of 6.0% (2023: 5.5%) and will be treated as tax deductible.
4. Income taxes
The Group's income tax expense is accrued using the tax rate that would be applicable to expected annual total earnings (i.e. the estimated average annual effective income tax rate applied to the profit before tax). |
The tax charge for the six months ended 30 June 2024 has been calculated by applying the effective rate of tax which is expected to apply to the Group for the year ending 31 December 2024 using rates substantively enacted as at 30 June 2024.
For the six months ended 30 June 2024, the Group recorded an income tax expense of $25.4 million (30 June 2023: $20.3 million). The Group's reported effective tax rate for the period ended 30 June 2024 was 24.4% (2023: 26.7%). The decrease in the reported effective tax rate was principally driven by the prior period including non-deductible acquisition costs and prior year adjustments.
The Group continues to believe it has made adequate provision for uncertain tax positions on open issues in accordance with IFRIC 23 Uncertainty over Income Tax Treatments. The ultimate liability for such matters may vary from the amounts provided and is dependent upon the outcome of discussions with relevant tax authorities or, where applicable, appeal proceedings.
The Group has applied the temporary exception as detailed in the IASB announcement "International Tax Reform - Pillar Two Model Rules", which amended IAS 12 Income Taxes, and therefore has not recognised nor disclosed information about deferred tax assets and liabilities related to Pillar Two income taxes.
5. Dividends
The Board ensures that adequate realised distributable reserves are available in the Company in order to meet proposed shareholder dividends, and the purchase of shares for employee share scheme incentives. The Company principally derives distributable reserves from dividends received from subsidiary companies.
In determining the level of dividend in the year, the Board considers the following factors and risks that may influence the proposed dividend: - Availability of realised distributable reserves - Available cash resources and commitments - Strategic opportunities and investments, in line with the Group's strategic plan - Principal risks of the Group
The Board paid the 2023 final dividend in May 2024. The Board has taken into consideration balancing the return to shareholders, and the additional investment in transformation in the period. The decision to increase the dividend for 2024 reflects the Board's confidence in the future performance of the Group and the underlying financial strength, distributable reserves position and cash generation of the Group when assessing cash flow forecasts for the next two years from the date of the dividend payment. |
Dividends paid and proposed were as follows:
|
pence per share |
cents per share |
Total |
Settled in cash |
Settled via scrip |
No of scrip shares issued |
|
$m |
$m |
$m |
|||
Final dividend 2022 |
3.657 |
4.330 |
92.4 |
87.7 |
4.7 |
1,717,549 |
Interim dividend 2023 |
1.380 |
1.769 |
34.4 |
23.0 |
11.4 |
4,199,962 |
Paid in 2023 |
5.037 |
6.099 |
126.8 |
110.7 |
16.1 |
5,917,511 |
Final dividend 2023 |
3.517 |
4.460 |
91.5 |
91.5 |
- |
- |
Paid in 2024 to date |
3.517 |
4.460 |
91.5 |
91.5 |
- |
- |
Interim dividend 2024 proposed |
1.422 |
1.822 |
37.3 |
|
|
|
The proposed interim dividend for 2024, to be distributed on 4 October 2024 to shareholders registered at the close of business on 23 August 2024 is based upon the issued and fully paid share capital as at 30 June 2024. The dividend will be declared in US dollars and will be paid in Sterling at the exchange rate of $1.281/£1.00 determined on 29 July 2024.
6. Earnings per share
Basic earnings per share is calculated based on the Group's net profit for the year attributable to shareholders divided by the weighted average number of ordinary shares in issue during the year. The weighted average number of shares is net of shares purchased by the Group and held as own shares. Diluted earnings per share take into account the dilutive effect of all outstanding share options priced below the market price in arriving at the number of shares used in its calculation. |
|
Six months ended 30 June |
|
|
2024 |
2023 |
Net profit attributable to the shareholders of the Group ($m) |
78.6 |
55.7 |
Basic weighted average ordinary shares in issue (number) |
2,047,599,499 |
2,036,308,534 |
Dilutive impact of share awards (number) |
8,353,802 |
13,688,324 |
Diluted weighted average ordinary shares in issue (number) |
2,055,953,301 |
2,049,996,858 |
Basic earnings per share (cents per share) |
3.8¢ per share |
2.7¢ per share |
Diluted earnings per share (cents per share) |
3.8¢ per share |
2.7¢ per share |
The calculation of diluted earnings per share does not contain any share options that were non-dilutive for the year, because the average market price of the Group's ordinary shares exceeded the exercise price.
7. Borrowings
The Group's sources of borrowing for funding and liquidity purposes derive from senior notes and credit facilities, including a committed revolving credit facility. |
The Group's consolidated borrowings were as follows:
|
|
|
30 June 2024 |
31 December 2023 |
|
|
Year of maturity |
Face value |
Face value |
|
Currency |
$m |
$m |
|
Revolving Credit Facility1 |
Multicurrency |
2028 |
593.6 |
490.6 |
Term Loan |
USD |
2027 |
250.0 |
250.0 |
Senior Notes |
USD |
2029 |
500.0 |
500.0 |
Interest-bearing borrowings |
|
|
1,343.6 |
1,240.6 |
Financing fees2 |
|
|
(12.3) |
(13.7) |
Carrying value of borrowings |
|
|
1,331.3 |
1,226.9 |
|
|
|
|
|
Current portion of borrowings |
|
|
- |
- |
Non-current portion of borrowings |
|
|
1,331.3 |
1,226.9 |
1. Included within the Revolving Credit Facility as at 30 June 2024 was €50.0 million ($54.6 million), representing 9.0% of RCF debt denominated in Euros and 91.0% denominated in US dollars. As at 31 December 2023, this was €100.0 million ($110.4 million) and £8.0 million ($8.2 million), representing 22.5% of RCF debt denominated in Euros, 2.1% of the RCF debt denominated in GBP and 75.4% denominated in US dollars.
2. Financing fees of $12.3 million (31 December 2023: $13.7 million) related to the remaining unamortised fees incurred on the credit facilities and senior notes.
Credit facilities
The credit facilities held by the Group are committed and available for the refinancing of certain existing financial indebtedness and general corporate purposes. The Group's bank credit facility of $1.2 billion comprises of a $250.0 million term loan and a $950.0 million multicurrency revolving credit facility. As at 30 June 2024, the term loan was fully drawn and $593.6 million of the revolving credit facility was drawn, with $356.4 million undrawn.
Financial covenants
The principal financial covenants are based on a permitted net debt to covenant-adjusted EBITDA1 ratio and interest cover test as defined in the credit facilities agreement. Testing is required on a semi-annual basis, at June and December, based on the last 12 months' financial performance. At 30 June 2024, the permitted net debt to covenant-adjusted EBITDA1 ratio was a maximum of 3.50 times and the interest cover a minimum of 3.50 times, terms as defined by the credit facilities agreement. In accordance with the credit facilities agreement, the net debt to covenant-adjusted EBITDA1 ratio can increase to a maximum 4.00 times for permitted acquisitions or investments.
The Group was in compliance with all financial and non-financial covenants at 30 June 2024, with significant available headroom on the financial covenants (in excess of $539.2 million debt headroom on the net debt to covenant-adjusted EBITDA1).
1. Covenant-adjusted EBITDA is calculated based on terms as defined in the credit facilities agreement. This is different to adjusted EBITDA, which is an alternative performance measure (APM).
Senior notes
Unsecured senior notes of $500.0 million are subject to an interest cover financial covenant as defined in the indentures which is a minimum of 2.0 times, with testing required annually at 31 December on the last 12 calendar months' financial performances.
8. Fair value measurement
Financial instruments are classified as Level 1, Level 2, or Level 3 in the fair value hierarchy in accordance with IFRS 13 Fair Value Measurements, based upon the degree to which the fair value movements are observable. Level 1 fair value measures are defined as those with quoted (unadjusted) market prices in active markets for identical assets or liabilities. Level 2 fair value measurements are defined as those derived from inputs other than quoted prices that are observable for the asset or liability, either directly (prices from third parties) or indirectly (derived from third-party prices). Level 3 fair value measurements are defined as those derived from significant unobservable inputs. |
The only instrument classified as Level 1 are the senior notes, given the availability of quoted market price. The Group's derivative financial instruments as well as the Group's other borrowings are classified as Level 2, and the Group's equity investment in preference shares, together with contingent consideration arising on business combinations, are classified as Level 3. There were no transfers between levels during the year.
|
30 June 2024 |
31 December 2023 |
||
|
Carrying amount |
Fair value |
Carrying amount |
Fair value |
|
$m |
$m |
$m |
$m |
Financial instruments measured at fair value |
|
|
|
|
Non-current |
|
|
|
|
Equity investment |
19.8 |
19.8 |
22.9 |
22.9 |
Derivative financial liabilities |
- |
- |
(0.9) |
(0.9) |
Contingent consideration |
(71.3) |
(71.3) |
(68.3) |
(68.3) |
|
|
|
|
|
Current |
|
|
|
|
Derivative financial assets |
11.0 |
11.0 |
13.6 |
13.6 |
Derivative financial liabilities |
(7.9) |
(7.9) |
(16.7) |
(16.7) |
Contingent consideration |
- |
- |
(69.7) |
(69.7) |
|
|
|
|
|
Financial instruments not measured at fair value |
|
|
|
|
Non-current |
|
|
|
|
Senior notes |
(500.0) |
(452.4) |
(500.0) |
(450.1) |
Other borrowings |
(593.6) |
(864.6) |
(490.6) |
(774.9) |
Senior notes and other borrowings
The Group's senior notes are listed and their fair value has been obtained from quoted market data and therefore categorised as a Level 1 measurement in the fair value hierarchy under IFRS 13 Fair Value Measurements. For the Group's other borrowings, the fair value is based on discounted cash flows using a current borrowing rate and is categorised as a Level 2 measurement.
Derivative financial instruments
The Group holds interest rate swap agreements to fix a proportion of variable interest on US dollar and EURO denominated debt, in accordance with the Group's risk management policy. The interest rate swaps are designated as hedging instruments in a cash flow hedging relationship.
The fair values of the interest rate swap agreements are calculated by discounting expected future principal and interest cashflow and translating at the appropriate balance sheet rates and are therefore categorised as a Level 2 measurement in the fair value hierarchy under IFRS 13 Fair Value Measurements.
The Group uses forward foreign exchange contracts, designated as cash flow hedges, to hedge certain forecast third-party foreign currency transactions for up to one year. When a commitment is entered into, a layered approach is taken when hedging the currency exposure, ensuring that no more than 100% of the transaction exposure is covered. The currencies hedged by forward foreign exchange contracts are US dollars, Swiss francs, Pound sterling, Danish krone and Japanese yen. The Group further utilises foreign exchange contracts and swaps classified as fair value through profit or loss (FVTPL) to manage short-term foreign exchange exposure.
The fair values of the forward foreign exchange contracts are calculated by discounting the contracted forward values and translating at the appropriate balance sheet rates and are therefore categorised as a Level 2 measurement in the fair value hierarchy under IFRS 13 Fair Value Measurements.
Contingent consideration
Contingent consideration arising on business combinations is classified as a recurring fair value measurement within Level 3 of the fair value hierarchy, in line with IFRS 13, Fair Value Measurements. Key unobservable inputs in respect of the Group's acquisitions include actual results, management forecasts and an appropriate discount rate.
Management has determined that the potential range of undiscounted outcomes at 30 June 2024 is between nil and $163.9 million, from a maximum undiscounted amount of $163.9 million.
The table below shows an indicative basis of the sensitivity to the income statement and balance sheet at 30 June 2024.
|
Sales forecast |
|
Discount rate |
||||||
+5% |
+10% |
-5% |
-10% |
|
+1.0% |
+2.0% |
-1.0% |
-2.0% |
|
Increase/(decrease) in financial liability and loss/(gain) in income statement |
0.5 |
1.0 |
(0.6) |
(1.1) |
|
(2.2) |
(4.2) |
2.4 |
4.9 |
Equity investment
The investment is in relation to the Group's investment in BlueWind Medical Limited in 2022. The Group considers this investment to be strategic in nature and it is not held for trading. In line with IFRS 13 Fair Value Measurement, this investment has been classified as Level 3 in the fair value hierarchy as its measurement is derived from significant unobservable inputs by reference to available information, including the current market value of similar instruments, recent financing rounds and discounted cash flows of the underlying net assets. The fair value of the investment has been determined by using an average of three valuation methodologies, those being the precedent transaction method, the income approach method and the probability-weighted expected return model.
The Group made an irrevocable election at initial recognition to present subsequent changes in the fair value of the investment in other comprehensive income. It was initially recorded at fair value plus transaction costs and is remeasured to fair value at subsequent reporting dates. The fair value of the investment at 30 June 2024 was $19.8 million (31 December 2023: $22.9 million), with the movement of $3.1 million taken to the Condensed Consolidated Statement of Other Comprehensive Income. No dividends were recognised during the period.
9. Provisions
A provision is an obligation recognised when there is uncertainty over the timing or amount that will be paid. Provisions held by the Group are primarily in respect of restructuring, dilapidations, legal liabilities and contingent consideration. The contingent consideration provisions recognised by the Group is in respect of acquisitions and includes amounts contingent on future events such as development milestones and sales performance. |
The movements in provisions are as follows:
|
Dilapidations |
Restructuring |
Legal |
Contingent consideration |
Total |
|
$m |
$m |
$m |
$m |
$m |
1 January 2024 |
2.4 |
14.0 |
0.6 |
138.0 |
155.0 |
Charged to the income statement |
0.3 |
3.8 |
0.3 |
- |
4.4 |
Fair value movement of contingent consideration |
- |
- |
- |
4.7 |
4.7 |
Released to the income statement |
- |
(1.5) |
- |
- |
(1.5) |
Utilised |
- |
(8.3) |
- |
(70.9) |
(79.2) |
Foreign exchange |
- |
(0.4) |
- |
(0.5) |
(0.9) |
30 June 2024 |
2.7 |
7.6 |
0.9 |
71.3 |
82.5 |
|
|
|
|
|
|
Current provision |
|
|
|
|
7.9 |
Non-current provision |
|
|
|
|
74.6 |
The expected payment profile of the discounted provisions at 30 June 2024 and at 31 December 2023 was as follows:
|
30 June 2024 |
31 December 2023 |
|
$m |
$m |
Within 1 year |
7.9 |
83.7 |
2 to 5 years |
59.0 |
58.8 |
More than 5 years |
15.6 |
12.5 |
Total |
82.5 |
155.0 |
Dilapidation provisions
Dilapidation provisions are in respect of contractual obligations, on the expiry of a lease, to return leased properties in the condition which is specified in the individual leases.
Restructuring provisions
Restructuring provisions are in respect of the Group's strategic transformation activities. All restructuring provisions are supported by detailed plans and a valid expectation has been raised in those affected as required by the Group's accounting policy.
Legal provision
The legal provision is in respect of ongoing cases. Legal issues are often subject to uncertainties over the timing and the final amounts of any settlement.
Contingent consideration
As at 30 June 2024, the discounted fair value of the contingent consideration payable in respect of the Group's acquisitions was $71.3 million (31 December 2023: $138.0 million). During the year, final earn out payments totalling $70.9 million were made in respect of the Cure Medical and Triad Life Sciences acquisitions ($22.8 million recognised within cash flows from investing activities and $48.1 million recognised within cash flows from operating activities in the Condensed Consolidated Statement of Cash Flows). The net charge to the income statement in respect of the changes in fair value of contingent consideration (based on the best estimates of the amounts payable as at 30 June 2024) was $4.7 million. In addition, there was a foreign exchange movement of $0.5 million from the re-translation of non-USD denominated balances.
10. Foreign exchange
The following table summarises the exchange rates used for the translation of currencies into US dollars that have the most significant impact on the Group results:
|
Average rate/ Closing rate |
Six months ended 30 June |
|
Year ended 31 December |
|
Currency |
2024 |
2023 |
|
2023 |
|
USD/EUR |
Average |
1.08 |
1.08 |
|
1.08 |
|
Closing |
1.07 |
1.09 |
|
1.10 |
USD/GBP |
Average |
1.27 |
1.23 |
|
1.24 |
|
Closing |
1.26 |
1.27 |
|
1.27 |
USD/DKK |
Average |
0.15 |
0.15 |
|
0.15 |
|
Closing |
0.14 |
0.15 |
|
0.15 |
11. Related Party Transactions
There were no changes in the related party transactions described in the 2023 Annual Report and Accounts that have had a material effect on the financial position or performance of the Group during the six months to 30 June 2024.
12. Commitments and contingencies
Capital commitments
At 30 June 2024, the Group had non-cancellable commitments for the purchase of property, plant and equipment, capitalised software and development of $19.3 million (31 December 2023: $22.3 million).
Contingent liabilities
Other than disclosed elsewhere in these financial statements, there were no contingent liabilities recognised as at 30 June 2024 and 31 December 2023.
13. Subsequent events
The Group has evaluated subsequent events through to 29 July 2024, the date the Condensed Consolidated Interim Financial Statements were approved by the Board of Directors.
On 29 July 2024, the Board declared an interim dividend to be distributed on 4 October 2024. Refer to Note 5 - Dividends for further details.
Directors' Responsibilities Statement
The Directors confirm that to the best of their knowledge:
· The Condensed Consolidated Financial Statements have been prepared in accordance with IAS 34 as adopted by the
· The interim management report includes a fair review of the information required by:
a. DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the Condensed Consolidated Financial Statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
b. DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.
The composition of the Board of Directors of Convatec Group plc has not changed since reported in the 2023 Annual Report and Accounts. A list of current Directors is maintained on our corporate website (www.convatecgroup.com).
By order of the Board:
Karim Bitar Chief Executive Officer 29 July 2024 |
Jonny Mason Chief Financial Officer 29 July 2024 |
INDEPENDENT REVIEW REPORT TO CONVATEC GROUP PLC
Conclusion
We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2024 which comprises the Condensed Consolidated Income Statement, the Condensed Consolidated Statement of Comprehensive Income, the Condensed Consolidated Statement of Financial Position, the Condensed Consolidated Statement of Changes in Equity, the Condensed Consolidated Statement of Cash Flows and related notes 1 to 13.
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2024, is not prepared, in all material respects, in accordance with
Basis for Conclusion
We conducted our review in accordance with International Standard on Review Engagements (
As disclosed in note 1, the annual financial statements of the group are prepared in accordance with
Conclusion Relating to Going Concern
Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for Conclusion section of this report, nothing has come to our attention to suggest that the directors have inappropriately adopted the going concern basis of accounting or that the directors have identified material uncertainties relating to going concern that are not appropriately disclosed.
This Conclusion is based on the review procedures performed in accordance with ISRE (
Responsibilities of the directors
The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure Guidance and Transparency Rules of the
In preparing the half-yearly financial report, the directors are responsible for assessing the group's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the review of the financial information
In reviewing the half-yearly financial report, we are responsible for expressing to the company a conclusion on the condensed set of financial statements in the half-yearly financial report. Our Conclusion, including our Conclusion Relating to Going Concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for Conclusion paragraph of this report.
Use of our report
This report is made solely to the company in accordance with ISRE (
Deloitte LLP
Statutory Auditor
29 July 2024
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