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RNS Number : 9009C
Concateno plc
08 September 2008
 



8 September 2008 


Concateno Plc ('Concateno' or 'the Group')


Interim results for the six months ended 30 June 2008


Concateno Plc, Europe's leading drug and alcohol testing company, is pleased to announce its interim results for the six months ended 30 June 2008. 


Financial highlights

Revenue up 14% to £23.3 million (pro forma revenue during six months to June 2007: £20.5 million) 

EBITDA* up 60% to £6.0 million (pro forma EBITDA during six months to June 2007: £3.7 million)

Profit before tax of £0.7 million (pro forma loss before tax during six months to June 2007: £1.2m)

Basic earnings per share of 0.49p (six months to June 2007: loss per share of 0.76p)

Net debt** as at 30 June 2008 of £25.5m, a reduction on £27.2m as at 31 December 2007

* EBITDA is defined as earnings before interest, tax, depreciation, amortisation, share based payments and non-recurring items.

** Excludes convertible loan


Corporate Highlights

Delivery against plan for the first six months of 2008

£3.3m annualised operational synergies achieved earlier than initially envisaged with full benefits scheduled to be realised from Q4 2008


Keith Tozzi, Chairman said:


'I am delighted to bring you these excellent results, which reflect the significant progress made during the period, with the integration of the Concateno businesses completed, to form the largest drugs of abuse testing company in Europe. We are particularly pleased to announce that we have achieved our target to realise £3.3m of operational synergies by the end of 2008 ahead of plan.


'We remain confident as to the strong growth characteristics of the drugs of abuse testing market, and our focus will be to develop and leverage our market-leading position in the UK and to roll-out internationally the Concateno model of a comprehensive service offering.


- Ends -


For further information, please contact:


Keith Tozzi, Chairman, Concateno plc

Tel: 020 7004 2800

Billy Clegg/Edward Westropp, Financial Dynamics

Tel: 020 7831 3113

Seema Paterson, Collins Stewart

Tel: 020 7523 8321

Jos Trusted, Kaupthing

Tel: 020 3205 5000

Henry Elphick/ Jonathan Evans, UBS Investment Bank

Tel: 020 7567 8000



Chairman's Statement


The first six months of 2008 has seen Concateno (the 'Group') complete the integration of the seven companies that it acquired during 2006 and 2007 to form the largest drugs of abuse testing company in Europe.  


The integration process has encompassed the restructuring of the various sales, marketing and customer support functions in order to service specific market sectors. Through extensive in-house training of our staff we are now able to tailor our comprehensive product and service range to meet the exact needs of our diverse client portfolio.


The integration process has also concentrated on realising £3m of operational synergies which we said at the time of the acquisition of Cozart plc in October 2007 would be delivered by the end of 2008. I am delighted to announce that the annualised synergies have been realised earlier than anticipated and we should see the full benefit of these synergies feed through to our results during the second half of 2008. I have provided further details of the integration programme below.


We have also been developing new products and services, most notably through our collaboration with Philips, to develop the next generation of handheld drugs of abuse testing devices. Our commitment to innovation was exemplified by the award to our Cardiff operation of the Queen's Award for Enterprise in Innovation.  


Trading Review

Sales for the first six months of 2008 were £23.3m (2007: £9.4m) which generated a pre-tax profit of £0.7m (2007: loss of £0.9m). On a pro forma basis, sales increased by 14% from £20.5m in the first half of 2007 and pro forma pre-tax loss of £1.2m was transformed into a profit of £0.7m.


Pro forma group revenue 

by market sector

H1 2008

H1 2007 

Change

Change

Unaudited

£m

£m

£m

%






Workplace

2.8

2.2

0.6

27%

Maritime

3.2

2.9

0.3

10%

Healthcare

5.9

5.5

0.4

7%

Medico-Legal

2.5

1.9

0.6

32%

Criminal Justice

3.7

3.4

0.3

9%

Distributors & Lab Products

5.2

4.6

0.6

13%


23.3

20.5

2.8

14%


Earnings before share-based payments, non-recurring items, interest, tax, depreciation and amortisation ('EBITDA') increased from £3.7m in the first half of 2007 (on a pro forma basis) to £6.0m in the first half of 2008 reflecting a 60% year-on-year increase with margins increasing from 18.1% in the first half of 2007 to 25.6% in the first half of 2008.


Pro forma divisional performance



Unaudited

H1 2008

H1 2007

Change

Change

2007


£m

£m

£m

%

£m

Revenue






Laboratory services

12.0

10.4

1.6

15%

22.7

Point-of-care testing

6.3

5.8

0.5

10%

10.0

Laboratory products

5.0

4.3

0.7

16%

9.1

Total Revenue

23.3

20.5

2.8

14%

41.8

EBITDA






Laboratory services

4.5

3.1

1.4

44%

6.3

Point-of-care testing

2.0

0.9

1.1

120%

2.4

Laboratory products

0.7

0.5

0.2

45%

0.9

Divisional EBITDA

7.2

4.5

2.7

59%

9.6

Central costs

(1.2)

(0.8)

(0.4)

55%

(1.6)

Total EBITDA

6.0

3.7

2.3

60%

8.0

EBITDA margin

26%

18%



19%


Basic earnings per share increased to 0.49p in the first half of 2008 (2007: loss of 0.76p).


The business generated £3.7m in cash from operating activities in the first half of 2008 (2007: £0.0m), invested £1.2m in capital equipment and research and development projects, and repaid £1.7m of the term loan facility together with £1.2m in interest.


As at 30 June 2008 net debt was £25.5m (excluding convertible loan), a reduction of £1.8m on £27.2m as at 31 December 2007.  


Restructuring

The Group has been structured into three divisions:  


The 'Laboratory services' division includes drugs of abuse testing services whereby samples are collected for testing, often through our unique global collections network, and then returned to one of our accredited laboratories. These services often include a requirement for a full 'chain of custody' so that any results are legally defensible.


'Point-of-care testing' encompasses testing services where the results are given immediately at the point of collection. These services range from simple 'dip-and-read' devices to state-of-the-art devices such as the Cozart® DDS. We offer training and support to our clients.


The 'Laboratory products' division encompasses the development and production of specialist diagnostic reagents and laboratory equipment for the wider healthcare, clinical and forensic markets.


Performance


Laboratory services

Laboratory services accounted for £12.0m of sales in the first half of 2008 compared with pro forma revenues of £10.4m in the first half of 2007 representing a year-on-year increase of 15.0%. This reflects particularly strong growth in the medico-legal sector but a weaker healthcare market where drug rehabilitation budgets have been capped.


The proportion of pro forma Group revenues generated by laboratory services increased from 50.8% to 51.3% between the two six month periods.


Pro forma gross margins decreased slightly from 61.3% to 61.0% between the two periods.


Point-of-care testing

Point-of-care testing revenues accounted for £6.3m of sales in the first half of 2008 compared with pro forma revenues of £5.8m in 2007. This year-on-year increase of 9.7% which was driven in particular by sales growth in the Scandinavian and Australian markets, however also reflects slower growth in the Criminal Justice sector with the delay in the DIP contract renewal (awarded in July 2008, detailed below) and capped budgets in the voluntary testing sector of the Prisons Service.


Pro forma gross margins remained constant at 61.0% in the two periods.


Laboratory products

Laboratory product revenues accounted for £5.0m of sales in the first half of 2008 compared with pro forma revenues of £4.3m in the first six months of 2007. This represents year-on-year growth of 15.7% and is underpinned by sales from the Group's Spanish and Italian operations.


Pro forma gross margins decreased from 48.3% to 47.2% between the two periods primarily as a result of the depreciation of the US dollar against the euro increasing input costs.


Cross-selling and margin improvement

There has been a reported decline in gross margins between the first half of 2007 and 2008 from 60.9% to 58.0%. This decline is largely a result of the change in the product mix following the acquisition of Cozart, but also in part due to some pricing pressures resulting from the increase in fuel costs and depreciation of the dollar against the euro. In the six months to 30th June 2008 the average exchange rates reported were, respectively, 1.292 euros and 1.975 dollars to the pound. The Group is largely internally hedged with regards exposure to movements in the dollar and euro exchange rates.


We are undertaking an ongoing product and service margin review which is enabling us to rationalise our offering and increase margins. On 23rd July 2008 we announced that we had renewed and enhanced the Drugs Intervention Program contract with the Home Office with the roll-out of the Cozart® DDS detection device, replacing the Cozart® Rapiscan. This renewed contract is anticipated to realise revenues of approximately £2.25 million per annum and runs until mid 2010, with the option of a one-year extension by the Home Office.


The integration of the Concateno businesses has also realised a number of successes in being able to cross-sell the benefits and expertise of the Group. In 2008, Concateno won the re-tenders for Rolls-Royce and Scottish Power on the back of our extensive collection network and diverse product offering. New client wins have included Calor Gas and Portsmouth County Council where we were able to convert leads generated from referrals from other Group companies. Our TrichoTech operation has been able to service clients such as CoFidis and the Royal Navy due to their specialist expertise, and through their extensive service offering, TrichoTech have considerably developed the medico-legal business acquired through CPL (a Concateno business) in the North West of England.


We are also continuing the successful roll-out of complementary services to our customers including benzene testing in the maritime sector and EtG testing, for chronic alcohol abuse, in the medico-legal sector. We are undertaking hair sampling in the UK's first drug and alcohol court, a model that may be rolled out throughout the UK, if successful.


Integration

At the time of the acquisition of Cozart in October 2007 we stated that we would seek to achieve annualised operational synergies of £3m by the end of 2008. I am pleased to confirm that these integration synergies have been achieved ahead of plan.


The table below summarises the key integration project areas and the annualised synergies that have been achieved.


Annualised Integration Synergies


Unaudited

£m

Corporate costs - duplicate staff and adviser fees on acquisition of Cozart plc

0.9

Establishment costs - site rationalisations in Paddington, Warrington, Liverpool and Gothenburg, Sweden

0.3

Operational synergies - procurement

0.2

Marketing - rationalisation of duplicate marketing by entities and better targeting of clients through vertical markets

0.3

Staff - Management of operating units

0.6

Staff - Laboratory and Support Services 

0.6

Staff - Sales and Marketing

0.4



Total Committed Annualised Integration synergies

3.3


The site rationalisation projects included:

In the six months to 30 June 2008 approximately £0.8m of integration synergies had been realised which increase the EBITDA margin from 22.3% (pre integration synergies) to the 25.6% reported. By the fourth quarter of 2008 the annualised synergies are scheduled to be being realised in full.


With the integration phase now effectively complete our emphasis turns to leveraging operational synergies, by servicing existing and new clients through our core sites. We will invest in our key business systems, namely Customer Relationship Management, Laboratory Information Management and finance systems to ensure the highest levels of customer service and operational efficiencies.


New Product and Service Developments

The Philips collaboration on the next generation of handheld point-of-care drugs of abuse testing devices is progressing well. The Cozart-Philips device will have the potential to test for up to eight drug groups in less than 90 seconds. The concept has been successfully trialled with European police forces and beta trials are to follow before the planned commercial launch in mid-2009. 


We are looking to roll-out our extensive product and service offering to new markets. In the first half of the year our Spanish operation, Spinreact, signed a deal with Tokyo Boeki ('TB') to sell its analysers, and for Spinreact to supply reagents for use on TBs analysers. We are looking at opportunities in the wider healthcare market to provide products and back-to-lab services and we are working with a number of third parties to develop new drug testing and clinical marker technologies, including an early stage oral fluid diabetes test, with a view to commercial exploitation.


Outlook

On the 8th July 2008, following press speculation, we confirmed that we had received a number of expressions of interest in Concateno and that we had appointed UBS as financial adviser to help the Board consider a range of options for enhancing shareholder value, including a possible sale of the Group. This review is ongoing and we will make a further announcement as appropriate.


We continue to view the drugs of abuse testing market as having strong growth characteristics with market growth trends of approximately 15% per annum. In particular, the UK medico-legal and workplace markets show strong growth, as do the international markets which we continue to develop. Across the Group divisions, Concateno continues to benefit from low customer churn and good visibility over contracted and repeat business.


Our focus over the coming months is to develop and leverage our market-leading position in the UK and to roll-out internationally the Concateno model of a comprehensive service offering. This focus will be on the Scandinavian, southern European and Australian markets and, where favourable, we will consider making infill acquisitions.


I would like to thank all the staff in Concateno for their continued diligence and professionalism in ensuring the continued high standards and reputation of the Group and excellent levels of customer service.


Keith Tozzi

Chairman


8 September 2008



Consolidated Income Statement

For the six months ended 30 June 2008




Unaudited


Unaudited, restated(1)






Six months 

ended

30-Jun 2008


Six months 

ended

30-Jun 2007


Full Year 

ended

31-Dec 2007


Notes


£'000

£'000


£'000

£'000


£'000

£'000

Revenue

2



23,283



9,404 



26,064 

Cost of sales

 

 

 

(9,785)


 

(3,677)


 

(10,617)

Gross profit




13,498



5,727 



15,447 

Administrative expenses before the following items;



(8,258)



(4,314)



(10,055)


Non-recurring administrative expenses

3


(734)



(726)



(785)


Share-based payments



(203)



(284)



(439)


Amortisation of business combination intangible assets



(1,829)



(788)



(2,193)


Total administrative expenses

 

 

 

(11,024)


 

(6,112)


 

(13,472)

Operating profit/(loss)




2,474



(385)



1,975 

Finance income



41



270 



380 


Finance expenses



(1,861)



(780)



(2,032)


Net finance costs

 

 


(1,820)


 

(510)


 

(1,652)

Profit/(loss) before taxation




654



(895)



323 

Taxation

4

 

 

(184)


 

516 


 

342 

Profit/(loss) for the period attributable to equity shareholders of the Company




470



(379)



665 

Earnings/(loss) per share

5










Basic (pence per share)




0.49p



(0.76p)



1.05p

Diluted (pence per share)




0.49p



(0.76p)



1.04p


(1) Restated to ensure treatment of overhead allocation within cost of sales is consistent between periods. See note 1(d) for details



Consolidated Statement of Recognised Income and Expense 

For the six months ended 30 June 2008



Unaudited


Unaudited





Six months

ended

30-Jun

 2008


Six months

 ended 

30-Jun

 2007


Full Year

ended 

31-Dec

 2007


Notes

£'000


£'000


£'000

Foreign currency translation differences for foreign operations


433



298 

Effective portion of changes in fair value of cash flow hedges


83



(184) 

Net change in fair value of cash flow hedges transferred to profit or loss


-



Income and expense recognised directly in equity


516


-


114 

Profit/(loss) for the period


470


(379)


665

Total recognised income and expense for the period attributable to equity shareholders of the Company

7

986


(379)


779



Consolidated Balance Sheet

As at 30 June 2008



Unaudited

As at

30-Jun 

2008


Unaudited

As at 

30-Jun

 2007


Restated(2)

As at 

31-Dec 

2007


Notes

£'000


£'000


£'000

ASSETS







Non-current assets







Goodwill


98,234


40,745 


98,234 

Other intangible assets


44,740


23,261 


46,183 

Property, plant and equipment


3,650


1,378 


3,410 

Deferred tax assets


843


7,161 


858 



147,467


72,545 


148,685 

Current assets







Inventories


3,646


868 


3,855 

Current tax assets


-



174 

Trade and other receivables


11,820


4,942 


11,754 

Derivative financial instruments


3


114 


Cash and cash equivalents


4,197


11,471 


3,888 



19,666


17,395 


19,674 








TOTAL ASSETS


167,133


89,940 


168,359 








LIABILITIES







Current liabilities







Bank overdrafts


2,105



1,685 

Loans and borrowings

6

5,056


13,667 


3,931 

Derivative element of convertible loan


417



417 

Derivative financial instruments


83


111 


184 

Current tax liabilities


1,629



1,281 

Trade and other payables


8,164


4,135 


8,892 

Provisions


1,450



1,541 



18,904


17,913 


17,931 

Non-current liabilities







Loans and borrowings

6

30,847


10,166 


33,651 

Provisions


528



865 

Deferred tax liabilities


12,098


6,838 


12,629 



43,473


17,004 


47,145 








TOTAL LIABILITIES


62,377


34,917 


65,076 








Shareholders' equity attributable to equity shareholders of the Company







Share capital

7

9,555


5,913 


9,530 

Share premium account

7

90,230


54,770 


89,970 

Other reserves

7

8,474


(3,966)


7,958 

Retained earnings

 

7

(3,503)


(1,694)


(4,175)

Total shareholders' equity attributable to equity shareholders of the Company


104,756


55,023


103,283








TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES


167,133


89,940 


168,359 


(2) Restated to include impact of changes to the provisional fair value of net assets acquired during 2007. See note 1(d) for details.



Consolidated Cash Flow Statement

For the six months ended 30 June 2008

 
 
Unaudited
 
Unaudited
 
 
 
 
Six months
30-Jun
2008
 
Six months
30-Jun
2007
 
Year to
31-Dec
 2007
 
Notes
£’000
 
£’000
 
£’000
 
 
 
 
 
 
 
Cash flows from continuing operations
 
 
 
 
 
 
Profit/(loss) for the period
 
470
 
(379)
 
665
Depreciation and other non-cash items:
 
 
 
 
 
 
Depreciation
 
518
 
552
 
569
Amortisation of intangible assets and debt issue costs
 
2,025
 
1,373
 
2,395
Share based payments
 
203
 
284
 
439
Movement in other reserves
 
-
 
5
 
-
Loss on disposal of property, plant & equipment
 
46
 
-
 
(15)
Net finance costs
 
1,820
 
510
 
1,652
 Taxation
 
184
 
(516)
 
(342)
 
 
5,266
 
1,829
 
5,363
 
 
 
 
 
 
 
Increase in trade and other receivables
 
(67)
 
(438)
 
(247)
(Increase)/decrease in inventories
 
208
 
164
 
(262)
Increase/(decrease) in trade and other payables
 
(1,296)
 
(1,745)
 
227
 
 
(1,155)
 
(2,019)
 
(282)
 
 
 
 
 
 
 
Cash generated from operations
 
4,111
 
(190)
 
5,081
Tax (paid)/received, net
 
(414)
 
186
 
(33)
Net cash flows from operating activities
 
3,697
 
(4)
 
5,048
 
 
 
 
 
 
 
Cash flows from investing activities
 
 
 
 
 
 
Acquisitions of business (net of cash acquired)
 
(58)
 
(20,987)
 
(101,613)
Purchase of property, plant & equipment
 
(723)
 
(500)
 
(569)
Development expenditure
 
(462)
 
-
 
(248)
Net cash flows from investing activities
 
(1,243)
 
(21,487)
 
(102,430)
 
 
 
 
 
 
 
Cash flows from financing activities
 
 
 
 
 
 
Net proceeds from issue of share capital
 
200
 
27,041
 
71,454
Proceeds from exercise of share options
 
86
 
-
 
136
Proceeds from borrowings
 
-
 
8,000
 
29,722
Repayment of borrowings (net of debt issue costs)
 
(1,667)
 
(2,223)
 
(1,250)
Interest received
 
41
 
270
 
133
Interest paid
 
(1,225)
 
(780)
 
(1,264)
Net cash flows from financing activities
 
(2,565)
 
32,308
 
98,931
 
 
 
 
 
 
 
Increase/(decrease) in cash and cash equivalents
 at end of period
 
(111)
 
10,817
 
1,549
Cash and cash equivalents at start of period
 
2,203
 
654
 
654
Cash and cash equivalents at end of period
 
2,092
 
11,471
 
2,203



Notes to the Consolidated Financial Statements

For the six months ended 30 June 2008


1 Accounting policies

Concateno plc ('the Company') is a company domiciled in the United Kingdom. The consolidated interim financial statements of the Company for the six months ended 30 June 2008 comprise the Company and its subsidiaries (together referred to as the 'Group' or 'Concateno').


The Group's interim financial statements for the six months ended 30 June 2008 were authorised for issue by the Board of Directors on 8 September 2008.  


The comparative financial information for the year ended 31 December 2007 has been extracted from the published audited financial statements of Concateno. The comparative financial information for the six months ended 30 June 2007 has been extracted from the unaudited interim financial statements of Concateno.


The consolidated interim financial information does not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985. These interim results are unaudited but have been reviewed by the Group's auditors. The statutory accounts for the period ended 31 December 2007 have been reported on by the Group's auditors and delivered to the registrar of companies. The report of the auditors was unqualified and did not contain the statements under section 237(2) or (3) of the Companies Act 1985.


(a) Statement of compliance

The Group's interim financial statements have been prepared and approved by the Directors in accordance with the AIM Rules and International Financial Reporting Standards as adopted by the EU ('Adopted IFRSs'). The recognition and measurement requirements of adopted IFRSs have been applied; however, the voluntary compliance with IAS34 has not been adopted. 


(b) Basis of preparation

These interim statements have been prepared on a consistent basis to that used for the financial statements for the year ended 31 December 2007.


(c) Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except that derivative financial instruments are stated at fair value.


(d) Restated results

Results for the six months to 30 June 2007 have been restated for the impact of a change in classification of overheads within cost of sales during 2007. This group policy was aligned across all new companies within the group in the results presented for the full year ended 31 December 2007 and remains consistent with their treatment as presented in the results for the six months to 30 June 2008.


Results for the year to 31 December 2007 have been restated to include the impact of changes to the provisional fair value of net assets acquired in relation to certain acquisitions carried out during 2007. These changes are reflected in the goodwill and other balance sheet values as presented for the six months ended 30 June 2008.


(e) Functional and presentational currency

The consolidated financial statements are presented in sterling, which is the Company's functional currency. All financial information presented in sterling has been rounded to the nearest one thousand. 



2 Segmental information

A segment is a distinguishable component of the Group that is engaged either in providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments. The primary format, business segments, is based on the Group's management and internal reporting structure. Inter-segment pricing is determined on an arm's length basis.


Business segments

The group comprises the following main business segments:

Other revenues include training and consultancy work performed for workplace customers. These revenues have been allocated to 'Point-of-care' and 'Laboratory services' in proportion to other work performed for these particular customers.


Results, split by business segment, are presented below.


Six months ended 30 June 2008

 

 

Laboratory services

Point-of-care

Laboratory products

Consolidated



£'000

£'000

£'000

£'000

Total external revenues

 

11,956 

6,318 

5,009

23,283 

Segment result, before non-recurring items


3,233 

882 

405 

4,520 

Non-recurring items

 

(438)

(101)

(22)

(561)

Segment result, after non-recurring items


2,795 

781 

383 

3,959 

Unallocated (including non-recurring) expenses

 

 

 

 

(1,485)

Results from operating activities





2,474 

Net finance costs





(1,820)

Income tax (expense)/credit





(184)

Profit/(loss) for the period

 

 

 

 

470 

Non-recurring items

 

 

 

 

734 

Profit/(loss) for the period before 

non-recurring items

 

 

 

 

1,204 













 Six months ended 30 June 2007


 

Laboratory services

Point-of-care

Laboratory products

Consolidated



£'000

£'000

£'000

£'000

Total external revenues

 

8,361 

1,043

-

9,404

Segment result, before non-recurring items


2,540

95

-

2,635

Non-recurring items

 

(352)

-

-

(352)

Segment result, after non-recurring items


2,188

95

-

2,283

Unallocated (including non-recurring) expenses

 

 

 

 

(2,668)

Results from operating activities





(385)

Net finance costs





(510)

Income tax (expense)/credit





516

Profit/(loss) for the period

 

 

 

 

(379) 

Non-recurring items

 

 

 

 

726 

Profit/(loss) for the period before 

non-recurring items

 

 

 

 

347 












 Year ended 31 December 2007


 

Laboratory services

Point-of-care

Laboratory products

Consolidated



£'000

£'000

£'000

£'000

Total external revenues

 

19,080 

4,470 

2,514 

26,064 

Segment result, before non-recurring items


3,174 

502 

139 

3,815 

Non-recurring items

 

(568)

(20)

(588)

Segment result, after non-recurring items


2,606 

482 

139 

3,227 

Unallocated (including non-recurring) expenses

 

 

 

 

(1,252)

Results from operating activities





1,975 

Net finance costs





(1,652)

Income tax (expense)/credit





342 

Profit/(loss) for the period

 




665 

Non-recurring items

 

 

 

 

785 

Profit/(loss) for the period before 

non-recurring items

 

 

 

 

1,450 



3 Non-recurring items


Six months

30 June

2008

£'000

Six months

30 June

2007

£'000

Full Year

31 Dec

2007

£'000

Restructuring: Employee costs

535

375

375

Restructuring: Consultancy costs

69

-

-

Restructuring: Other operating costs

82

-

24

Legal and advisory transaction costs

48

351

386


734

726

785


The Group is undertaking a number of initiatives to restructure the business to realise operational synergies.  The restructuring costs above have been incurred as a result of the rationalisation of the group's laboratories and operational sites throughout Europe. The non-recurring legal and advisory costs relate to non-routine professional costs incurred during the period.



4 Taxation

The tax charge for the period has been based on the estimated effective tax rate for the full year. Deferred tax has been provided at 28% which is the rate at which the timing difference is expected to reverse.  



5 Earnings per share

Earnings per share is calculated by dividing the profit/(loss) attributable to ordinary shareholders by the weighted average number of ordinary shares held during the year.


An adjusted earnings per share figure is also presented below in order to aid users' understanding of underlying business performance. This is calculated by adjusting the profit/(loss) for the year for the post-tax effect of certain items which, the Directors believe, will allow shareholders to better understand the elements of financial performance in the period, so as to facilitate comparison with prior periods.







Six months

 ending 30-Jun

 2008

Six months

ending 30-Jun

 2007

Full Year

ending 31-Dec

2007

 

 

 

 

 

 

£'000

£'000

£'000

For basic and diluted earnings per share






Profit/(loss) for the year




470

(379)

665

For adjusted earnings per share






add back intangibles amortisation (post tax)



1,317

567

1,579

add back non-recurring costs (post tax)



665

654

736

  add back share-based payments (post tax)



203

284

357

Adjusted profit for the year

 

 

 

2,655

1,126

3,337

Weighted average number of ordinary shares





For basic earnings per share




95,403,904

49,539,365

63,020,125

Exercise of share options




488,251

441,051

912,274

Exercise of warrants





110,148

92,372

187,309

For diluted earnings per share

 

 

 

96,002,303

50,072,788

64,119,708










Basic earnings per share (pence per share)



0.49p

(0.76p)

1.05p

Diluted earnings per share (pence per share)



0.49p

(0.76p)

1.04p










Adjusted basic earnings per share (pence per share)


2.78p

2.27p

5.29p

Adjusted diluted earnings per share (pence per share)


2.77p

2.27p

5.20p



6 Loans and borrowings

This note provides information about the contractual terms of the Group's interest-bearing loans and borrowings.



30-Jun 2008

£'000

30-Jun 2007

£'000

31-Dec 2007

£'000

Current liabilities




Current portion of secured bank loans

4,772

13,667

3,521

Current portion of other unsecured loans

157

-

197

Current portion of finance lease liabilities

127

-

213


5,056

13,667

3,931

Non-current liabilities




Secured bank loans

21,935

10,166

24,737

Convertible loans

8,436

-

8,343

Other loans

305

-

352

Finance lease liabilities

171

-

219


30,847

10,166

33,651


35,903

23,833

37,582


Debt costs arising on arranging the debt facilities are being amortised over the life of the loans to which they relate. As at 30 June 2008, the unamortised element amounted to £378,000 (31 December 2007: £492,000). The balances disclosed above are net of these unamortised debt costs.


In addition to the amounts disclosed above, the derivative element of a convertible financial loan instrument was valued at £417,102 at the date of issue. This derivative element does not fully meet the definition of a component of equity and is therefore held as a current liability on the Balance Sheet. The carrying value of the loan to which it relates is held at £8,436,000 as at the period-end. Movement in fair value of £93,000 has been recognised in the income statement.



7 Capital and reserves


Share capital

Share premium account

Hedging reserve

Merger reserve

Translation reserve

Retained earnings 

Total

 

 £'000

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 1 January 2007

 2,794 

 20,008 

 706 

(1,252)

 22,256 

Issue of ordinary shares 

 6,722 

 73,233 

 7,138 

(4,381)

82,712 

Cost of share issue

(3,393)

(3,393)

Exercise of share options

 14 

 122 

 136 

Share-based payments in respect of employee options

 439 

 439 

Share-based payments in respect of third-party warrant

 354 

 354 

Total recognised income and expense

(184)

 298 

665 

 779 









At 31 December 2007 and 1 January 2008

 9,530 

 89,970 

(184)

 7,844 

 298 

(4,175)

 103,283 

Issue of ordinary shares 

15

185 

200

Exercise of share options

 10

75

 85

Share-based payments in respect of employee options

202 

202 

Total recognised income and expense

 - 

83 

 - 

 433

470 

986









At 30 June 2008

 9,555 

 90,230 

(101)

 7,844 

731 

(3,503)

 104,756 



Responsibility statement of the directors in respect of the interim financial report 


We confirm that to the best of our knowledge: 

Keith Tozzi

Chairman 


8 September 2008 



Independent Review Report 

For the six months ended 30 June 2008


Independent review report to Concateno plc


Introduction

We have been instructed by the company to review the financial information for the six months ended 30 June 2008 which comprises the Consolidated Income statement, Consolidated Statement of Recognised Income and Expense, the Consolidated Balance Sheet and related explanatory notes. We have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information.


This report is made solely to the company in accordance with the terms of our engagement. Our review has been undertaken so that we might state to the company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company for our review work, for this report, or for the conclusions we have reached.


Directors' responsibilities

The half-yearly report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half-yearly report in accordance with the AIM Rules.


As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the EU. The condensed set of financial statements included in this half-yearly report has been prepared in accordance with the recognition and measurement requirements of IFRSs as adopted by the EU.


Our responsibility

Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly report based on our review.


Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.


Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly report for the six months ended 30 June 2008 is not prepared, in all material respects, in accordance with the recognition and measurement requirements of IFRSs as adopted by the EU and the AIM Rules.


KPMG Audit Plc

Chartered Accountants 

Arlington Business Park

Reading

RG7 4SD


8 September 2008



This information is provided by RNS
The company news service from the London Stock Exchange
 
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