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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:
the migration of the Warrington oral fluid testing lab to Abingdon (completed May),
the closure of the CPL International site in Liverpool with the migration of the workflow to Cardiff and Canary Wharf (completed June),
the closure of the Paddington office with the migration of the workflow to Canary Wharf (completed July),
the closure of the Gothenberg office in Sweden with the migration of the workflow to Canary Wharf (completed July).
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 |
|
3 |
|
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:
the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole; and
the Chairman's report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
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
|
2006 MoneyAM© |