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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Rpc Group Plc | LSE:RPC | London | Ordinary Share | GB0007197378 | ORD 5P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 792.60 | 792.40 | 792.60 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMRPC
RNS Number : 4826Q
RPC Group PLC
30 November 2016
30 November 2016
RPC GROUP PLC
Half year results for the six months ended 30 September 2016
RPC Group Plc, the international plastic products design and engineering company, announces its half year results for the six months ended 30 September 2016.
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6 months 6 months Increase
to to
September September
2016 2015
Key Financial Highlights
Revenue (GBPm) 1,226 800 53%
Adjusted EBITDA (GBPm)(1) 198.5 120.2 65%
Adjusted operating profit
(GBPm)(1) 136.3 82.8 65%
Return on sales(1) 11.1% 10.3% 80bps
Adjusted profit before
tax (GBPm)(1) 125.5 75.8 66%
Adjusted basic earnings
per share(2) (,3) 30.7p 21.2p 45%
Free cash flow (GBPm)
(4) 118.2 57.0 107%
RONOA(5) 24.4% 21.7% 270bps
Statutory
Profit before tax (GBPm) 72.5 40.5 79%
Net profit (GBPm) 51.0 28.3 80%
Net cash from operating
activities (GBPm) 151.2 74.4 103%
Basic earnings per share(3) 16.3p 10.4p 57%
Interim dividend per
share(3) 6.5p 4.8p 35%
(1) Adjusted EBITDA, adjusted operating profit and return on sales are before restructuring, impairment charges, other exceptional and non-underlying items and amortisation of acquired intangibles, and adjusted profit before tax is before non-underlying finance costs.
(2) Adjusted basic earnings per share is adjusted operating profit after interest and tax, excluding non-underlying finance costs and tax adjustments, divided by the weighted average number of shares in issue during the year.
(3) Comparative restated for rights issue.
(4) Free cash flow is cash generated from operations less net capital expenditure, net interest and tax, adjusted to exclude exceptional cash flows and non-cash provision movements.
(5) Comparative restated to include acquisitions on pro forma basis.
Key developments:
-- Revenue, profit and cash flow reached record levels driven by the successful implementation of the Vision 2020 growth strategy;
-- Revenues grew 53% reflecting the contribution from recent acquisitions and c.3% underlying organic growth;
-- Return on sales improved to 11.1% (2015: 10.3%); -- Adjusted operating profit of GBP136.3m with the adjusted EPS improving by 45% to 30.7p; -- Strong cash generation with free cash flow at GBP118m (2015: GBP57m);
-- Significant acquisition (BPI) made during the period, with four further acquisitions completed after the half year;
-- GCS organisational integration completed and BPI's integration well advanced. Overall acquisition related steady state cost synergy forecast increased from EUR92m to at least EUR100m per annum;
-- Interim dividend of 6.5p up 35%.
Commenting on the results, Pim Vervaat, Chief Executive, said:
"I am very pleased with the overall business performance in the first half year, leading to record profitability levels with solid underlying organic growth and strong cash conversion. Both the GCS and BPI acquisitions, whose integration is well advanced, have performed well with additional cost synergies identified. As we successfully execute our stated Vision 2020 strategy, further attractive opportunities to grow the Group present themselves as the pace of consolidation in the industry accelerates. Good opportunities exist for higher added value organic growth whilst at the same time consolidating certain market positions. The second half year has started well."
For further information:
RPC Group Plc 01933 020 3727 410064 FTI Consulting 1340 Pim Vervaat, Chief Executive Richard Mountain Simon Kesterton, Group Nick Hasell Finance Director
This interim announcement contains forward-looking statements, which have been made by the directors in good faith based on the information available to them up to the time of the approval of this report and such information should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying such forward-looking information.
INTERIM MANAGEMENT REPORT
Business Operations
RPC is a leading plastic products design and engineering company for packaging and selected non-packaging markets, with 28 innovation centres and over 150 operations in 31 countries, and employs more than 20,000 people. The Group develops and manufactures a diverse range of products for a wide variety of customers, including many household names, and enjoys strong market positions in many of the end-markets it serves and the geographical areas in which it operates. It uses a wide range of polymer conversion technologies in both rigid and flexible plastics manufacture, and is now one of the largest plastic converters in Europe, combining the development of innovative packaging and technical solutions for its customers with unparalleled levels of service and support.
The business is organised and managed according to product and market characteristics, and is split into two segments, Packaging and Non-packaging. The Packaging business serves the Food, Non-food, Personal Care, Beverage and Healthcare markets. The Non-packaging businesses design and manufacture moulds, plastic products and technical components for other markets.
The Group is organised into six divisions servicing both the packaging and non-packaging markets, with the larger divisions operating a cluster structure to preserve autonomy in particular markets or product groups. The divisions are RPC Superfos, RPC Bramlage, RPC Promens, RPC Bebo, RPC Ace and RPC bpi group. Each division operates across a wide geographical area for reasons of customer proximity, local market demand and manufacturing resource, with the RPC Ace business operations based in China.
Strategy
There are four core elements to the Group's Vision 2020 Focused Growth Strategy, which are:
-- focused organic growth in selected markets;
-- selective consolidation in the European plastic packaging market through targeted acquisitions to strengthen and extend market positions;
-- creating a meaningful presence outside Europe where growth rates in GDP are considerably higher; and
-- pursuing added value opportunities in non-packaging markets.
The Group has made excellent further progress in the period in implementing all elements of this strategy as the pace of industry consolidation accelerates.
Focused organic growth
The Group achieved further underlying growth during the half year, with overall like-for-like sales improving by 3%. Activity levels increased year on year in both packaging and non-packaging segments with underlying growth ahead of the GDP growth rates in the main geographical areas served by the businesses. Innovation continues to be a key driver of growth, with over 50% of the GBP81m investment made in the period in property, plant and equipment being attributed to growth-related projects. Following the most recent acquisitions, the Group now has 28 design centres of excellence and the Group's innovation capabilities were again recognised through winning several awards in both product innovation, including the RPC UK design team being highly commended at the 2016 Packaging Awards, and also recognised in process improvement through awards such as for the IML-T tubs and lids in thermoforming (Society of Plastic Engineers). The Group was also awarded the Best Industrial Goods, Services and Automobiles PLC at the 2016 UK Stock Market Awards. Good investment opportunities for growth in innovative products exist alongside pursuing a margin enhancement strategy in selected more commoditised market segments.
Selective consolidation in the European packaging market through targeted acquisitions
In 2015/16, the Group made four acquisitions in the European packaging market, including the major acquisition of Global Closure Systems (GCS) completed in March 2016. A leading innovative global manufacturer of plastic closures and dispensing systems, GCS complements RPC's existing product offering in packaging and extends the Group's product reach and capabilities. With 21 manufacturing sites and 2 mould-shops this acquisition further strengthened the Group's presence in mainland Europe.
In August 2016 the Group made a further significant European-based acquisition, British Polythene Industries PLC (BPI). A leading manufacturer and supplier of polythene films for a diverse range of end markets, BPI provides the Group with an established flexibles platform with strong market positions in Europe and globally in agricultural films. Head quartered in Glasgow, with 19 sites of which 14 are in the UK, it gives entry to another adjacent polymer market, increasing the range of polymer conversion technologies within the Group and providing excellent opportunities for further consolidation and growth.
Since the half year and in line with our stated strategy, the Group has continued to exploit consolidation opportunities in Europe with three further acquisitions completed. These were:
-- Sanders Polyfilms, a specialist manufacturer of high yield collation shrink film, consolidating one of the UK market segments. Total sales are GBP23m with sites in the UK and Romania. The business will be integrated into the new RPC bpi division;
-- Jagtenberg Plastics, a well invested manufacturer of blow moulded products for the packaging and non-packaging markets with sites in the Netherlands and Germany and total sales of EUR22m. This business will extend the geographical reach of the industrial packaging business;
-- Plastiape, with three operations in Italy and Poland and sales of EUR60m, will strengthen the Group's position in the healthcare market particularly in medical devices. Combined with RPC's existing healthcare business, Plastiape will establish a platform for future organic and acquisitive growth.
Creating a meaningful presence outside Europe
Building on its strong platform in China, following the acquisition of Ace in 2014, the Group continues to increase its presence outside Europe through recent acquisitions and organic growth. The acquisition of Promens in 2015 provided the Group with packaging and non-packaging operations in Canada, Russia, Tunisia and China. In addition the acquisition of GCS in 2016 added operations in Mexico, China, Thailand and the Philippines. BPI, which was acquired during the half year, has added a further two sites in Canada, serving North America with agricultural sheet.
The Group has also increased its presence in the USA having acquired the GCS operation at Libertyville, Illinois and by adding capacity to its operation at Winchester, Virginia, resulting in growth in sales in the food and personal care markets' in North America. During the half year the Group also made good progress in developing its own manufacturing capability in Brazil, with the intention of supplying a major customer in the second half of the financial year with locally produced product to support a recent launch into South America.
Sales outside Europe increased 72% to GBP174m representing over 14% of total sales, and over time will provide the Group with further opportunities to sell its innovative packaging and non-packaging product ranges to these markets. The return on sales outside Europe in the first half year was 17%, well above the Group's average of 11%.
The Group will complete shortly on the acquisition of an Australian business, Synergy Packaging, a manufacturer of PET containers to the beauty, cosmetics, pharmaceutical and food markets. Based in Melbourne, with a turnover of A$17m (c. GBP10m), this small but profitable business provides RPC with an entry point into the Australasian market.
The total enterprise value of the four acquisitions after the half year is GBP155m, representing an underlying EBITDA multiple (forecast current year) of c.7.8x (pre synergies).
Pursuing added value opportunities in non-packaging markets
The mould-making business in RPC Ace division showed good growth during the period, reflecting recent developments in new mould technology, and sales of electroplated products also increased following investments in the new electroplating line at Zhuhai, China. The materials handling and specialty vehicles businesses acquired through the Promens acquisition continue to perform strongly making enhanced returns with these businesses trading well under RPC's ownership. This includes the recent reorganisation of the fish crate Sæplast business to focus operations in Europe and the Americas, and the restructuring and investment activities at the specialty vehicles and automotive businesses at Hockenheim, Zevenaar and Rongu, all of which have seen improved returns.
The Strata Products acquisition in 2015 is performing well and the recent acquisition of Jagtenberg is expected to increase the Group's leading position in the horticultural market.
Business Integration
BPI
Operating in the flexibles and films market in different product and market segments and using complementary plastic conversion technologies, BPI operates as a standalone division (RPC bpi group) within the Group and as a consequence the integration effort is relatively lower than that of the last two major acquisitions (GCS and Promens).
Acquired on 1 August 2016, good progress had been made by the end of half year in removing the PLC cost base and duplicated corporate overheads, and work on securing the procurement synergies is well underway. A review of the organisational structure of the whole business has taken place and already been implemented, reducing the number of business units from 9 to 4, resulting in a market focused organisation facilitating increased cross selling opportunities and better asset utilisation. A review of the manufacturing footprint is also underway.
GCS
The integration of GCS, which was acquired on 29 March 2016, is largely complete, with the business operations integrated within the RPC Bramlage division and duplicated functions in the GCS Paris head office removed. Realisation of the purchasing synergies is nearing completion and work has commenced in optimising underperforming businesses and in identifying opportunities to consolidate excess capacity within the combined Group. In this context consultation with the workforce in Halstead has started about the relocation of this business.
Promens
The organisational integration of the former Promens division into the wider RPC structure was completed last year. In terms of realising the cost synergies, a further 3 sites were closed (Blyes, L'Aigle, Kerkrade) during the period and other consolidation and optimisation projects in RPC Promens (Theessen, Gent, Kutenholz, Hockenheim) and RPC Bramlage (Pulheim, Marolles) are well advanced. The site at Old Dalby (RPC Superfos) was also closed, with its business transferred to Oakham.
Acquisition related cost synergies
The cost of the combined GCS and Promens integration programmes were estimated at EUR170m at March 2016, with the benefits associated with the overall optimisation of the cost base being EUR80m. During the period total programme costs, which were charged to exceptional integration and restructuring costs, amounted to EUR26m and at the end of the half year the total costs of the programme to date were EUR104m. Steady state cumulative benefits increased to EUR56m p.a. during the half year.
For BPI the initial estimate of pre-tax synergies was GBP10m per annum fully realisable within the first two full years with additional c. GBP3m benefit from lower depreciation plus an additional one-off working capital synergy of c. GBP10m. Expected one-off cash costs to deliver the synergies are estimated at GBP5m. During the period the BPI programme costs, which were charged to exceptional integration and restructuring costs, amounted to GBP1m.
The overall estimate for steady state cost synergies related to the Promens / GCS / BPI acquisitions increased from EUR92m (which included the GBP10m for BPI) to at least EUR100m per annum. The overall exceptional costs for the synergy realisation programme are now estimated at EUR180m with the associated cash costs unchanged at EUR110m.
Business Review
The Group produced strong results in the first half of the year. The weakening of sterling following the EU referendum enhanced profits, producing a translation benefit in the half year of GBP12m to adjusted operating profit(1) and polymer price movements generated a tailwind of GBP3m compared with last year. After taking account of these effects and the contribution of recent acquisitions, the increase in adjusted operating profit resulting from synergy realisation, organic growth and business improvement more than offset inflationary increases to the Group's cost base.
Revenues grew 53% to GBP1,226m due to the acquired businesses (BPI and the 2015/16 acquisitions) as well as growth in both packaging and non-packaging products, which were up 3% overall on a like-for-like basis. Adjusted EBITDA(1) was GBP198.5m (2015: GBP120.2m) and adjusted operating profit of GBP136.3m increased by GBP53.5m (65%), with return on sales at 11.1% (2015: 10.3%) and RONOA at 24.4% (2015 restated: 21.7%), both measures showing significant growth and comfortably ahead of the Vision 2020 minimum performance metrics. ROCE at 15% remained at a robust level. The Group incurred GBP32.7m (2015: GBP29.7m) of restructuring costs, impairments and other exceptional items in the first half year, mainly relating to the acquisition and integration costs in respect of BPI, GCS and Promens.
The Group continued to invest in growth and efficiency projects, with a cash outflow of GBP81m of capital expenditure in the period. Cash generation improved reflecting the impact of the recent acquisitions with GBP151m (2015: GBP74m) net cash from operating activities and free cash flow(2) of GBP118m (2015: GBP57m). Working capital as a percentage of sales was 6.1% (2015: 6.3%). The Group retains a strong balance sheet with net debt of GBP833m representing a 1.9x EBITDA multiple, and it had total finance facilities of GBP1,573m at 30 September 2016.
(1) Adjusted EBITDA is defined as EBITDA before restructuring, impairment charges, other exceptional and non-underlying items and amortisation of acquired intangibles.
(2) Free cash flow is cash generated from operations less net capital expenditure, net interest and tax, adjusted to exclude
exceptional cash flows and non-cash provision movements.
Packaging
6 months to 6 months to Increase
30 September 30 September
2016 2015
Sales (GBPm) 1,055.5 663.2 59%
Adjusted operating
profit (GBPm) 109.0 64.7 68%
Return on sales 10.3% 9.7% 60bps
Return on net operating
assets 23.9% 23.3% 60bps
The Packaging business serves diverse end-markets with innovative solutions, and includes the closures business of GCS and the films and flexibles packaging business of BPI. While acquisitions contributed GBP331m to top line growth, after taking account of the effect of passing through polymer price reductions and translation impacts, like-for-like revenue growth of 3% was achieved during the period. Return on sales and RONOA showed further improvement.
The strongest growth rates were in food and non-food packaging, with new product development and geographical expansion supporting this growth. Beverage sales increased, with a strong caps and closure sales from GCS but as expected growth in single-serve beverage sales slowed temporarily due to dual sourcing in Europe and customer ownership disruption. In food packaging further growth was secured through the extension of products manufactured in PET, the supply of barrier products such as SuperLock and through the development of innovative products and packaging solutions. An example was RPC Superfos' bespoke dessert packaging solution for Finnish dairy producer Valio, which was awarded a WorldStar 2016, the pre-eminent international packaging award organised by the World Packaging Organisation (WPO). The RPC Design team won the Rigid Plastic Pack of the year award for the Peardrop chilled soup container it designed for a leading supermarket at the 2016 UK Packaging Awards, further testament to the innovation and development of the packaging business within RPC. In addition a major investment commenced at the RPC Promens Hefei operation to automate production in its high volume facility supplying blow moulded bottles to a major international customer.
Both GCS and BPI delivered strong sales over their post-acquisition period, with demand higher than expected.
The rigid plastic packaging market is forecast to grow at above GDP over the next 4 years which will continue to present opportunities for the Packaging business to continue to grow organically both inside and outside Europe, through innovation and continuing to launch turnkey projects from its extended platforms in the Americas and the Far East.
Non-packaging
6 months to 6 months to Increase
30 September 30 September
2016 2015
Sales (GBPm) 170.6 136.6 25%
Adjusted operating
profit (GBPm) 27.3 18.1 51%
Return on sales 16.0% 13.3% 270bps
Return on net operating
assets 30.7% 25.5% 520bps
The Non-packaging businesses of the Group comprise the RPC Ace division, RPC Promens Roto and RPC Bramlage Vehicle Engineering, and the other non-packaging businesses within the divisions. The impact of acquisitions is largely attributable to the impact of Strata Products, which was acquired in November 2015, and with sales increasing by c.3% on a like-for-like basis.
The RPC Ace division, comprising seven sites in China, operates a world class mould design and manufacturing capability, supplying complex moulds to both internal and external customers and provides the Group with an Asian precision engineering platform for manufacturing high added value co-engineered injection moulded products. It serves, alongside packaging markets, medical, lifestyle, power and automotive end markets. The business traded ahead of expectations during the period, with higher sales and profits generated, particularly in automotive components, having secured new contracts with several major western vehicle manufactures, and in mould tool sales. With the slowdown in GDP growth in China abating and the renminbi depreciating slightly against the major currencies, Ace is well poised to benefit from the improved economic environment. A third electroplating line was installed at the Zhuhai site during the period, facilitating the growth in demand for electroplating and spray painting for automotive and other products.
RPC Promens Vehicles and RPC Bramlage Vehicle Engineering, which manufacture plastic parts for trucks and specialty vehicles from sites in the Netherlands, Estonia, Germany and the Czech Republic, also performed well with increases in sales volumes and profits over the period, and additional orders for longer term sales secured. The cost base of the operations has been optimised and further expansion investment is planned.
RPC Promens Sæplast, serving the fish and agricultural industries, continued to focus on its markets in Europe and the Americas, with its operation at Ahmedabad (India) sold in the period.
Non-financial key performance indicators
RPC has three main non-financial key performance indicators, which provide perspectives on the Group's progress in improving its contribution to the environment and employee welfare.
6 months 6 months
to to
30 September 30 September
2016 2015
Non-financial KPIs:
Electricity usage
per tonne (kWh/T) 1,980 2,007
Water usage per tonne
(L/T) 755 739
Reportable accident
frequency rate(1) 594 829
(1) Reportable accident frequency rate (RAFR) is defined as the number of accidents resulting in more than three days off work, excluding accidents where an employee is travelling to or from work, divided by the average number of employees, multiplied by the constant 100,000.
The Group's health & safety performance realised a step change as the reportable accident frequency rate decreased significantly compared with last year, following continued focus on Health & Safety across the Group, and in particular the concerted efforts made to bring the former Promens sites up to the RPC standard. A programme of assessment and review is underway for the GCS and BPI acquired sites.
The Group continues to find ways to improve its efficient usage of electricity and water, with electricity usage per tonne showing further progress during the period.
Financial Review
The financial review of the business is based on underlying business performance, excluding exceptional and non-underlying items which include the amortisation of acquired intangible assets, other non-underlying expenses, the fair value changes of unhedged derivatives and the unwinding of the discount on deferred and contingent consideration including related foreign exchange impacts.
Acquisitions
On 1 August 2016 the Group completed the acquisition of BPI for a cash consideration of GBP133.7m in addition to issuing 16,505,511 shares to BPI shareholders. The provisional goodwill on acquisition amounted to GBP202.1m after fair value adjustments, and the trading results of the business after the acquisition date are included in the Group results.
Condensed consolidated income statement
Sales in the first half of 2016/17 increased by 53% to GBP1,226.1m (2015: GBP799.8m), with underlying organic growth of c.3% and recent acquisitions (GCS, Strata, JP Plast, BPI) accounting for most of this increase. This was further supported by the translation effect of a weaker pound (EUR1.22 v EUR1.39) which increased sales by GBP105m compared with the corresponding period last year. This was offset by the impact of polymer price reductions passed on to customers through sales price reductions.
Adjusted EBITDA was GBP198.5m (2015: GBP120.2m) and adjusted operating profit was GBP136.3m (2015: GBP82.8m), an increase of GBP53.5m (65%). The effect of the weaker pound was to increase profit by GBP12m in comparison to the prior year. The polymer headwind variance of c. GBP3m compared to last year also improved margins. The prior year saw polymer prices rising steadily from February to June 2015 reaching record levels. The increased costs could only be passed on to customers with a time lag, but the volatility in the half year was more subdued giving rise to a margin benefit when comparing the two periods. Further profitability improvements included the impact of acquisitions (GBP29m) over the period, synergies realised of GBP12m (ahead of schedule) from the Promens and GCS integrations, general sales growth and other business improvements offsetting inflationary pressures.
Exceptional items for the period amounted to GBP32.7m (2015: GBP29.7m), comprising Promens and GCS integration and restructuring costs of GBP20.4m, other restructuring and closure costs of GBP0.5m, deferred remuneration of GBP3.8m relating to Ace and Strata Products shareholders who have been retained in the business, transaction costs relating to acquisitions of GBP6.8m, and other exceptional items of GBP1.2m, including GBP0.9m of start-up costs for a project in Brazil. The main elements of the Promens integration costs relate to redundancies and restructuring costs to close the Kerkrade (Netherlands), Blyes and L'Aigle (both France) and Old Dalby (UK) sites. The cost of the GCS integration primarily relates to the closure of the Paris head office. Other non-underlying items include amortisation costs of acquired intangibles of GBP11.0m (2015: GBP5.0m) and other expenses of GBP0.4m (2015: GBP0.3m).
Net interest payable increased from GBP7.3m to GBP11.1m due to the higher average net debt levels over the period due to acquisitions. The remaining increases in net finance charges related to non-underlying finance charges including the unwinding of the discount on the deferred and contingent consideration for the Ace acquisition.
The adjusted profit before tax(1) increased from GBP75.8m to GBP125.5m largely as a result of the improvement in adjusted operating profit. The adjusted tax rate was 23.5% (2015: 24.0%), resulting in an adjusted profit after tax of GBP96.0m (2015: GBP57.6m) and adjusted basic earnings per share(2) of 30.7p (2015 restated: 21.2p).
(1) Adjusted profit before tax is defined as operating profit before restructuring, impairment charges and other exceptional items, amortisation of acquired intangibles and other non-underlying expenses, and excluding non-underlying finance costs.
(2) Adjusted basic earnings per share is adjusted operating profit after interest, excluding non-underlying finance costs, and tax adjustments, divided by the weighted average number of shares in issue during the period.
The Group's overall tax charge was GBP21.5m (2015: GBP12.2m) resulting in a reported tax rate of 29.7% reflecting an adjusted effective rate of 23.5% and a 15.1% tax credit on exceptional and non-underlying charges, as tax relief is not available on a significant proportion of these costs. The profit after tax was GBP51.0m (2015: GBP28.3m), the increase being mainly due to the higher operating profit. Basic earnings per share was 16.3p (2015 restated: 10.4p).
Condensed consolidated balance sheet and cash flow statement
The balance sheet includes the net assets of the BPI business which was acquired during the period. The carrying value of property, plant and equipment increased due to assets acquired with BPI of GBP117.7m and capital additions of GBP84.1m ahead of depreciation of GBP58.9m. The increase was furthered by the exchange rate impact of the weakened pound on translation. Over 50% of capital investment during the period related to growth projects.
Working capital (the sum of inventories, trade and other receivables and trade and other payables) increased to GBP172.1m (2015: GBP101.1m) representing 6.1% as a percentage of sales for the half year (annualised) (2015: 6.3%).
The long-term employee benefit liabilities at the half year increased from GBP150.3m in March 2016 to GBP300.9m. This increase was mostly attributable to pension liabilities of GBP94.2m acquired as part of the purchase of BPI, combined with a significant increase in liabilities due to effect of a further reduction in the discount rate assumptions.
Deferred and contingent consideration of GBP64.0m relates to previous acquisitions, including the expected contingent consideration earned during the period by shareholders of Ace who are working within the business. The final instalment of the deferred consideration relating to the Helioplast acquisition (now RPC Balkans) was paid during the period.
Capital and reserves increased in the period by GBP303.3m, the net profit for the period of GBP51.0m, net movements from the issue of shares and purchase of shares for share-based arrangements of GBP231.0m, and foreign exchange movements on translation and other related changes of GBP101.5m offsetting pension related net actuarial losses of GBP39.4m and dividends paid of GBP40.8m. Further details are shown in the Condensed consolidated statement of changes in equity which is included in the financial statements.
Net cash from operating activities (after tax and interest) was GBP151.2m compared with GBP74.4m in the same period in 2015, mainly due to the higher EBITDA from acquisitions made in 2015/16. The net cash outflow from investing activities of GBP219.1m (2015: GBP48.6m) includes GBP133.7m to acquire the BPI business, GBP3.9m of deferred consideration payments and GBP80.5m of capital expenditure. Net debt, which includes the fair value of the cross currency swaps used to transform the US private placement (USPP) funding, increased from GBP744m at 31 March 2016 to GBP833m at 30 September 2016. Average net debt for the first half year was GBP807m (2015: GBP485m). Gearing stands at 70% and leverage (net debt to EBITDA ratio) is at 1.94.
Financial key performance indicators (KPIs)
The Group's main financial KPIs focus on return on investment, business profitability and cash generation.
6 months 6 months
to to
30 September 30 September
2016 2015
Return on net operating assets(1) 24.4% 21.7%
Return on sales(2) 11.1% 10.3%
Free cash flow(3) GBP118.2m GBP57.0m
Return on capital employed(4) 14.8% 15.5%
Cash conversion(5) 107% 82%
(1) RONOA is adjusted operating profit (annualised for half year reporting) divided by the average of opening and closing property, plant and equipment and working capital for the year concerned. Comparatives restated to include acquisitions on a pro forma basis.
(2) ROS is adjusted operating profit divided by sales revenue.
(3) Free cash flow is cash generated from operations less net capital expenditure, net interest and tax, adjusted to exclude exceptional cash flows and non-cash provision movements.
(4) ROCE is adjusted operating profit (annualised for half year reporting), divided by the average of opening and closing shareholders' equity, after adjusting for net retirement benefit obligations, assets held for sale and net borrowings for the year concerned.
(5) Cash conversion is the ratio of free cash flow before interest and tax paid, to adjusted operating profit.
The key measures of the Group's financial performance, which are measured on a continuing basis, are its return on net operating assets (RONOA) and return on sales (ROS). The de-minimis hurdles agreed by the Board are for the Group to exceed 20% RONOA and 8% ROS. ROCE is targeted to remain well above the Group's weighted average cost of capital. Free cash flow more than doubled reflecting the cash generation from the acquisitions and cash conversion increased.
Principal Risks and Uncertainties
RPC is subject to a number of risks, both external and internal, some of which could have a serious impact on the performance of its business. These include polymer price volatility and availability, mitigated by the pass through of price changes to customers and reducing dependence on a few suppliers; dependency on key customers, reduced by joint investment in product and technological development and business interruption and the loss of essential supplies, managed by ensuring alternative sources of supply are available, the capability of manufacturing from other sites where loss of supply is localised, and maintenance of protocols and procedures to ensure business continuity should a major incident occur.
The Board regularly considers the principal risks that the Group faces and how to reduce their potential impact. The key risks to which the Group is exposed have not changed significantly over the first half of the financial year. Further information concerning the principal risks faced by the Group can be found in the Group's annual report and accounts for the year ended 31 March 2016.
EU Referendum
On the 23 June 2016 the UK voted to leave the EU resulting in uncertain future trading arrangements between the UK and the rest of the world, and falling expectations for UK GDP in the short to medium term. RPC is relatively well placed to deal with this as c. 75% of its products are manufactured outside of the UK and its remaining businesses can generally withstand periods of economic volatility due to their robust market positions in relatively defensive end-markets.
Weaker sterling following the referendum has so far had a positive effect on the Group's reported earnings but a negative impact on its debt and pension liabilities. The additional borrowing facilities obtained in the period were denominated in euros so headroom on borrowing facilities have not been significantly impacted. Since the Brexit announcement sterling has depreciated by 12% against the euro and 11% against the US dollar and the impact on adjusted operating profit at the half year was to increase the adjusted operating profit reported in sterling by GBP12m, and to increase consolidated net assets reported in sterling by c. GBP100m.
If current sterling exchange rates were broadly to prevail for the remainder of the financial year, assuming no material deterioration in end markets, a one cent movement on the US dollar would impact the Group's adjusted operating profit by approximately GBP0.1m and a one cent movement on the euro by approximately GBP1.2m.
Going Concern
The Group has considerable financial resources together with long-standing commercial arrangements with a number of customers, suppliers and funding providers across different geographical regions. It had total finance facilities of approximately GBP1,573m at 30 September 2016 with headroom of GBP680m. The facilities are mainly unsecured and comprised a revolving credit facility (RCF) of up to GBP770m, together with an uncommitted accordion facility of GBP100m, with seven major UK and European banks maturing in 2020, an RCF of EUR450m with five major banks expiring 2019, USPP notes of $216m and EUR60m maturing in 2018 and 2021, a bilateral term loan of GBP60m with a major UK bank, mortgages of GBP13m, finance leases and other credit and overdraft arrangements. The Group's forecasts and projections show that it is able to operate within the level of its current external funding facilities and that it has adequate resources to continue in operational existence for the foreseeable future. For this reason, the going concern basis has been adopted in preparing the financial statements.
Dividend
The Board has declared an interim dividend of 6.5p per share (2015 restated: 4.8p) and is in line with the Group's progressive dividend policy which has been in place since RPC's flotation in 1993. This will be paid on 27 January 2017 to ordinary shareholders on the register at 30 December 2016.
Given the recent growth in dividends paid and increase in number of shares in issue, the Group is evaluating a capital reorganisation to create further distributable reserves to enable the Group to continue its progressive dividend policy. This change in the capital structure will be a focus of work in the second half of the financial year.
Outlook
As we successfully execute our stated Vision 2020 strategy, further attractive opportunities to grow the Group present themselves as the pace of consolidation in the industry accelerates. Good opportunities exist for higher added value organic growth whilst at the same time consolidating certain market positions. The second half year has started well.
Responsibility Statement of the Directors in Respect of the Half Year Financial Report
We confirm that to the best of our knowledge:
-- the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the EU; and
-- 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 set of 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 Group during that period; and any changes in the related party transactions described in the last annual report that could do so.
BY ORDER OF THE BOARD
J R P Pike P R M Vervaat Chairman Chief Executive 30 November 2016 30 November 2016
INDEPENT REVIEW REPORT TO RPC GROUP PLC
Report on the condensed set of financial statements
Our conclusion
We have reviewed RPC Group Plc's condensed financial statements (the "interim financial statements") in the half year financial report of RPC Group Plc for the 6 month period ended 30 September 2016. Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Rules and Transparency Rules of the United Kingdom's Financial Conduct Authority.
What we have reviewed
The interim financial statements comprise:
-- the condensed consolidated balance sheet as at 30 September 2016;
-- the condensed consolidated income statement and condensed consolidated statement of comprehensive income for the period then ended;
-- the condensed consolidated cash flow statement for the period then ended; -- the condensed consolidated statement of changes in equity for the period then ended; and -- the explanatory notes to the interim financial statements.
The interim financial statements included in the half year financial report have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Rules and Transparency Rules of the United Kingdom's Financial Conduct Authority.
As disclosed in note 2 to the interim financial statements, the financial reporting framework that has been applied in the preparation of the full annual financial statements of the Group is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
Responsibilities for the condensed financial statements and the review
Our responsibilities and those of the directors
The half year financial report, including the interim financial statements, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half year financial report 2016 in accordance with the Disclosure Rules and Transparency Rules of the United Kingdom's Financial Conduct Authority.
Our responsibility is to express a conclusion to the company on the interim financial statements in the half year financial report based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure Rules and Transparency Rules of the United Kingdom's Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
What a review of condensed set of financial statements involves
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 United Kingdom. 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.
We have read the other information contained in the half year financial report 2016 and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements.
PricewaterhouseCoopers LLP
Chartered Accountants
Birmingham
30 November 2016
a) The maintenance and integrity of the RPC Group Plc website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the interim financial statements since they were initially presented on the website.
b) Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Condensed consolidated income statement
6 months to 6 months to 12 months to
30 September 30 September 31 March 2016
2016 2015
(unaudited) (unaudited) (audited)
Adjusted Non-underlying Total Adjusted Non- Total Adjusted Non- Total
(note underlying underlying
4) (note (note
4) 4)
Notes GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Revenue 3 1,226.1 - 1,226.1 799.8 - 799.8 1,642.4 - 1,642.4
Operating
costs (1,089.8) (44.1) (1,133.9) (717.0) (35.0) (752.0) (1,468.1) (79.1) (1,547.2)
---------- --------------- ---------- --------- ----------- -------- ---------- ----------- ----------
Operating
profit 136.3 (44.1) 92.2 82.8 (35.0) 47.8 174.3 (79.1) 95.2
Financial
income 4.7 - 4.7 5.5 - 5.5 4.3 0.8 5.1
Financial
expenses (15.8) (8.9) (24.7) (12.8) (0.3) (13.1) (18.6) (6.7) (25.3)
Net financing
costs 5 (11.1) (8.9) (20.0) (7.3) (0.3) (7.6) (14.3) (5.9) (20.2)
Share of
investment
accounted
for under
the equity
method 0.3 - 0.3 0.3 - 0.3 0.6 - 0.6
Profit before
taxation 3 125.5 (53.0) 72.5 75.8 (35.3) 40.5 160.6 (85.0) 75.6
Taxation 6 (29.5) 8.0 (21.5) (18.2) 6.0 (12.2) (38.5) 17.8 (20.7)
Total profit
attributable
to equity
shareholders 96.0 (45.0) 51.0 57.6 (29.3) 28.3 122.1 (67.2) 54.9
---------- --------------- ---------- --------- ----------- -------- ---------- ----------- ----------
Earnings per 6 months to 6 months to 12 months to
share 30 September 30 September 31 March 2016
2016 2015
(unaudited) (unaudited) (audited)
Adjusted Total Adjusted Total Adjusted Total
Basic 7 16.3p 10.4p 19.4p
Diluted 7 16.2p 10.4p 19.3p
Adjusted
basic 7 30.7p 21.2p 43.3p
Adjusted
diluted 7 30.5p 21.1p 43.0p
========== =============== ========== ========= =========== ======== ========== =========== ============
Condensed consolidated statement of comprehensive income
6 months 6 months 12 months
to to to
30 September 30 September 31 March
2016 2015 2016
(unaudited) (unaudited) (audited)
GBPm GBPm GBPm
Notes
------------- ------------- ----------
Profit for the period 51.0 28.3 54.9
------------- ------------- ----------
Items that will not be
reclassified subsequently
to profit and loss
Actuarial (losses)/gains
on defined benefit schemes 10 (48.9) 16.6 15.1
Deferred tax on actuarial
losses/(gains) 9.5 (3.4) (2.7)
------------- ------------- ----------
(39.4) 13.2 12.4
------------- ------------- ----------
Items that may be reclassified
subsequently to profit
and loss
Foreign exchange translation
differences 109.2 (4.0) 61.6
Effective portion of movement
on fair value of interest
rate swaps 10.9 2.2 11.7
Deferred tax liability
on effective portion of
movement on fair value
of interest rate swaps (0.6) (1.1) (2.0)
Amounts recycled to profit
and loss (7.7) 3.4 (1.9)
Amounts recycled to balance
sheet - - (4.0)
Movements in swaps designated
as net investment hedges (10.3) (0.4) (10.1)
Other comprehensive expenses,
net of tax 101.5 0.1 55.3
------------- ------------- ----------
Total comprehensive income
for the period, attributable
to equity shareholders 113.1 41.6 122.6
============= ============= ==========
Condensed consolidated balance sheet
30 September 30 September 31 March
2016 2015 2016
(unaudited) (unaudited) (audited)
Notes GBPm GBPm GBPm
Non-current assets
Goodwill 9 1,099.4 497.5 827.1
Other intangible assets 9 206.2 67.2 162.7
Property, plant and
equipment 9 1,098.7 630.6 895.1
Investments accounted
for under the
equity method 3.8 2.7 3.2
Derivative financial
instruments 33.8 30.3 28.7
Deferred tax assets 100.4 40.6 67.6
------------- ------------- ----------
Total non-current assets 2,542.3 1,268.9 1,984.4
------------- ------------- ----------
Current assets
Inventories 364.9 206.1 275.1
Trade and other receivables 500.6 299.8 399.5
Cash and cash equivalents 179.5 113.0 130.2
Assets held for sale 1.8 3.2 1.6
------------- ------------- ----------
Total current assets 1,046.8 622.1 806.4
------------- ------------- ----------
Current liabilities
Bank loans and overdrafts (110.8) (38.0) (111.0)
Trade and other payables (693.4) (404.8) (531.5)
Current tax liabilities (39.8) (19.6) (34.7)
Deferred and contingent
consideration 11 - (13.7) (4.2)
Provisions and other
financial liabilities 12 (61.5) (18.7) (58.6)
Derivative financial
instruments - (1.6) (0.2)
Total current liabilities (905.5) (496.4) (740.2)
------------- ------------- ----------
Net current assets 141.3 125.7 66.2
------------- ------------- ----------
Total assets less current
liabilities 2,683.6 1,394.6 2,050.6
------------- ------------- ----------
Non-current liabilities
Bank loans and other
borrowings (934.6) (546.9) (794.2)
Employee benefits 10 (300.9) (92.1) (150.3)
Deferred tax liabilities (143.5) (64.2) (117.0)
Deferred and contingent
consideration 11 (64.0) (54.7) (53.2)
Provisions and other
financial liabilities 12 (42.3) (38.7) (41.7)
Derivative financial
instruments (1.1) (1.0) (0.3)
Total non-current liabilities (1,486.4) (797.6) (1,156.7)
------------- ------------- ----------
Net assets 1,197.2 597.0 893.9
============= ============= ==========
Equity
Called up share capital 14 16.6 12.6 15.2
Share premium 681.4 365.8 591.4
Merger reserve 192.2 52.2 52.2
Capital redemption reserve 0.9 0.9 0.9
Cash flow hedging reserve 4.4 (1.1) 1.8
Cumulative translation
differences reserve 173.1 21.9 74.2
Retained earnings 128.3 144.4 157.9
Total equity attributable
to equity
shareholders 1,196.9 596.7 893.6
Non-controlling interest 0.3 0.3 0.3
------------- ------------- ----------
Total equity 1,197.2 597.0 893.9
============= ============= ==========
The half year financial report was approved by the Board of Directors on 30 November 2016 and was signed on its behalf by:
J R P Pike, Chairman S J Kesterton, Group
Finance Director
Condensed consolidated cash flow statement
6 months 6 months 12 months
to to to
30 September 30 September 31 March
2016 2015 2016
(unaudited) (unaudited) (audited)
Notes GBPm GBPm GBPm
Cash flows from operating
activities
Adjusted operating profit 136.3 82.8 174.3
Adjustments for:
Amortisation of intangible
assets 3.3 1.6 2.9
Depreciation 58.9 35.8 74.0
------------- ------------- ----------
Adjusted EBITDA 198.5 120.2 251.2
Share-based payment expense 1.8 1.5 3.3
(Gain)/loss on disposal
of property, plant and
equipment (0.2) (0.3) 0.1
Movement in provisions
and financial liabilities (20.1) (10.5) (15.4)
Movement in working capital 29.3 (4.0) 0.2
Adjusted operating cash
flows 209.3 106.9 239.4
Payment in respect of
non-underlying items (27.7) (16.0) (50.3)
Other non-cash items (2.6) (4.8) (7.4)
Cash generated by operations 179.0 86.1 181.7
Taxes paid (18.1) (3.9) (13.6)
Interest paid (9.7) (7.8) (17.2)
------------- ------------- ----------
Net cash from operating
activities 151.2 74.4 150.9
------------- ------------- ----------
Cash flows from investing
activities
Interest received 0.3 0.4 1.7
Proceeds on disposal of
property, plant and equipment 0.3 2.4 3.4
Acquisition of property,
plant and equipment (80.5) (48.7) (101.1)
Acquisition of intangible
assets (1.7) (1.8) (3.4)
Acquisition of businesses (137.6) (4.8) (528.5)
Proceeds on disposal of
businesses 0.1 3.9 4.0
------------- ------------- ----------
Net cash flows from investing
activities (219.1) (48.6) (623.9)
------------- ------------- ----------
Cash flows from financing
activities
Dividends paid 8 (40.8) (27.7) (40.8)
Purchase of own shares 14 (3.1) (2.0) (3.0)
Proceeds from the issue
of share capital 89.1 - 230.1
Net proceeds of borrowings 15 70.4 40.5 321.9
------------- ------------- ----------
Net cash flows from financing
activities 115.6 10.8 508.2
------------- ------------- ----------
Net increase in cash and
cash equivalents 47.7 36.6 35.2
Cash and cash equivalents
at beginning of period 86.3 47.4 47.4
Effect of foreign exchange
rate changes 4.6 0.5 3.7
------------- ------------- ----------
Cash and cash equivalents
at end of period 138.6 84.5 86.3
============= ============= ==========
Cash and cash equivalents
comprise:
------------- ------------- ----------
Cash at bank 179.5 113.0 130.2
Bank overdrafts (40.9) (28.5) (43.9)
------------- ------------- ----------
138.6 84.5 86.3
============= ============= ==========
Condensed consolidated statement of changes in equity
Share Capital Cash Non-
flow
Share premium Merger redemption Translation hedging Retained controlling Total
capital account reserve reserve reserve reserve earnings interest equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
6 months to 30 September
2016 (unaudited)
At 1 April 2016 15.2 591.4 52.2 0.9 74.2 1.8 157.9 0.3 893.9
Profit for the
period - - - - - - 51.0 - 51.0
Actuarial losses - - - - - - (48.9) - (48.9)
Deferred tax
on actuarial
losses - - - - - - 9.5 - 9.5
Exchange
differences - - - - 109.2 - - - 109.2
Movement in fair
value swaps - - - - - 10.9 - - 10.9
Deferred tax
on hedging
movements - - - - - (0.6) - - (0.6)
Amounts recycled
to profit and
loss - - - - - (7.7) - - (7.7)
Movement in swaps
designated as
net investment
hedges - - - - (10.3) - - - (10.3)
-------- -------- -------- ---------- ------------ -------- --------- ------------ ---------
Total
comprehensive
income for the
period - - - - 98.9 2.6 11.6 - 113.1
-------- -------- -------- ---------- ------------ -------- --------- ------------ ---------
Issue of shares 1.4 90.0 140.0 - - - - - 231.4
Equity-settled
share-based
payments - - - - - - 1.8 - 1.8
Current tax on
equity-settled
share-based
payments - - - - - - 0.6 - 0.6
Deferred tax
on
equity-settled
share-based
payments - - - - - - 0.3 - 0.3
Purchase of own
shares - - - - - - (3.1) - (3.1)
Dividends paid - - - - - - (40.8) - (40.8)
-------- -------- -------- ---------- ------------ -------- --------- ------------ ---------
Total
transactions
with owners
recorded
directly in
equity 1.4 90.0 140.0 - - - (41.2) - 190.2
-------- -------- -------- ---------- ------------ -------- --------- ------------ ---------
At 30 September
2016 16.6 681.4 192.2 0.9 173.1 4.4 128.3 0.3 1,197.2
======== ======== ======== ========== ============ ======== ========= ============ =========
6 months to 30 September
2015 (unaudited)
At 1 April 2015 12.6 363.9 52.2 0.9 26.3 (5.6) 130.5 0.3 581.1
Profit for the
period - - - - - - 28.3 - 28.3
Actuarial gains - - - - - - 16.6 - 16.6
Deferred tax
on actuarial
gains - - - - - - (3.4) - (3.4)
Exchange
differences - - - - (4.0) - - - (4.0)
Movement in fair
value swaps - - - - - 2.2 - - 2.2
Deferred tax
on hedging
movements - - - - - (1.1) - - (1.1)
Amounts recycled
to profit and
loss - - - - - 3.4 - - 3.4
Movement in swaps
designated as
net investment
hedges - - - - (0.4) - - - (0.4)
-------- -------- -------- ---------- ------------ -------- --------- ------------ ---------
Total
comprehensive
(expense)/income
for the period - - - - (4.4) 4.5 41.5 - 41.6
-------- -------- -------- ---------- ------------ -------- --------- ------------ ---------
Issue of shares - 1.9 - - - - - - 1.9
Equity-settled
share-based
payments - - - - - - 1.5 - 1.5
Current tax on
equity-settled
share-based
payments - - - - - - 0.3 - 0.3
Deferred tax
on
equity-settled
share-based
payments - - - - - - 0.3 - 0.3
Purchase of own
shares - - - - - - (2.0) - (2.0)
Dividends paid - - - - - - (27.7) - (27.7)
-------- -------- -------- ---------- ------------ -------- --------- ------------ ---------
Total
transactions
with owners
recorded
directly in
equity - 1.9 - - - - (27.6) - (25.7)
-------- -------- -------- ---------- ------------ -------- --------- ------------ ---------
At 30 September
2015 12.6 365.8 52.2 0.9 21.9 (1.1) 144.4 0.3 597.0
======== ======== ======== ========== ============ ======== ========= ============ =========
Year to 31 March
2016 (audited)
At 1 April 2015 12.6 363.9 52.2 0.9 26.3 (5.6) 130.5 0.3 581.1
Profit for the
period - - - - - - 54.9 - 54.9
Actuarial gains - - - - - - 15.1 - 15.1
Deferred tax
on actuarial
gains - - - - - - (2.7) - (2.7)
Exchange
differences - - - - 61.6 - - - 61.6
Movement in fair
of derivatives - - - - - 11.7 - - 11.7
Deferred tax
on hedging
movements - - - - - (2.0) - - (2.0)
Amounts recycled
to profit and
loss - - - - - (1.9) - - (1.9)
Amounts recycled
to balance sheet - - - - - (4.0) - - (4.0)
Transfer between
reserves - - - - (3.6) 3.6 - - -
Movement in swaps
designated as
net investment
hedges - - - - (10.1) - - - (10.1)
-------- -------- -------- ---------- ------------ -------- --------- ------------ ---------
Total
comprehensive
income for the
period - - - - 47.9 7.4 67.3 - 122.6
-------- -------- -------- ---------- ------------ -------- --------- ------------ ---------
Issue of shares 2.6 227.5 - - - - - - 230.1
Equity-settled
share-based
payments - - - - - - 3.3 - 3.3
Deferred tax
on
equity-settled
share-based
payments - - - - - - 0.6 - 0.6
Purchase of own
shares - - - - - - (3.0) - (3.0)
Dividends paid - - - - - - (40.8) - (40.8)
-------- -------- -------- ---------- ------------ -------- --------- ------------ ---------
Total
transactions
with owners
recorded
directly in
equity 2.6 227.5 - - - - (39.9) - 190.2
-------- -------- -------- ---------- ------------ -------- --------- ------------ ---------
At 31 March 2016 15.2 591.4 52.2 0.9 74.2 1.8 157.9 0.3 893.9
======== ======== ======== ========== ============ ======== ========= ============ =========
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
1. General information
The comparative figures for the financial year ended 31 March 2016 are not the Group's statutory accounts for that financial year. Those accounts have been reported on by the Group's auditor, PricewaterhouseCoopers LLP, and delivered to the Registrar of Companies. The report of the auditor 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 Group's statutory accounts for the year ended 31 March 2016 are available from the Company's registered office, at Sapphire House, Crown Way, Rushden, Northants NN10 6FB or from the Group's website at www.rpc-group.com.
2. Accounting policies
The condensed consolidated half year financial statements have been prepared in accordance with International Financial Reporting Standard (IFRS) IAS 34 'Interim Financial Reporting', as adopted by the EU and in accordance with the Disclosure and Transparency Rules of the UK's Financial Conduct Authority. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group as at the year ended 31 March 2016.
The accounting policies, presentation and methods of computation used in this condensed set of financial statements are consistent with those applied in the Group's latest annual audited financial statements for the year ended 31 March 2016.
The shares issued in prior years as consideration for Ace met the criteria for merger relief. As a result, GBP52.2m has been reclassified from the share premium account to merger reserve in the opening balances.
Estimates
The preparation of the condensed financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
In preparing these condensed financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the financial statements as at and for the year ended 31 March 2016.
3. Operating segments
The information reported to the Group's Board of Directors, considered to be the Group's chief operating decision maker for the purpose of resource allocation and assessment of segment performance, is based on a divisional structure. These divisions are considered to be operating segments.
Since a number of the operating segments meet the aggregation criteria set out in IFRS 8, they have been amalgamated into one reporting segment, Packaging. The remaining operating segments have been included as Non-packaging. The business performance of the two segments can be found in the Business review.
The accounting policies of the reportable segments are the same as the Group's accounting policies. Segment profit represents the profit earned by each segment with an allocation of central items. Pricing of inter-segment revenue is on an arm's length basis.
Segmental revenues and results
6 months to 6 months 12 months
30 September 2016 to to
30 September 31 March
2015 2016
(unaudited) (unaudited) (audited)
Inter-
Inter-segment External segment External Inter-segment External
GBPm GBPm GBPm GBPm GBPm GBPm
Revenue
Packaging 0.1 1,055.5 0.1 663.2 0.2 1,345.4
Non-packaging 6.9 170.6 4.3 136.6 11.2 297.0
Total 7.0 1,226.1 4.4 799.8 11.4 1,642.4
-------------- --------- --------- --------- -------------- ---------
Segmental adjusted
operating profit
Packaging 109.0 64.7 132.7
Non-packaging 27.3 18.1 41.6
Adjusted operating
profit 136.3 82.8 174.3
-------------- --------- --------- --------- -------------- ---------
Non-underlying
operating items (44.1) (35.0) (79.1)
Finance costs (20.0) (7.6) (20.2)
Share of investment
accounted for
under the equity
method 0.3 0.3 0.6
-------------- --------- --------- --------- -------------- ---------
Profit before
taxation 72.5 40.5 75.6
Taxation (21.5) (12.2) (20.7)
-------------- --------- --------- --------- -------------- ---------
Total profit
attributed to
equity shareholders 51.0 28.3 54.9
============== ========= ========= ========= ============== =========
The following is an analysis of the Group's revenue by origin:
6 months 6 months 12 months
to to to
30 September 30 September 31 March
2016 2015 2016
(unaudited) (unaudited) (audited)
GBPm GBPm GBPm
Revenue by origin
United
Kingdom 314.0 182.0 373.6
Germany 230.9 165.0 333.0
France 145.6 99.2 210.5
Other Europe 361.3 252.5 507.0
-------------- -------------- ----------
Mainland Europe 737.8 516.7 1,050.5
Rest of World 174.3 101.1 218.3
-------------- -------------- ----------
1,226.1 799.8 1,642.4
============== ============== ==========
4. Exceptional and non-underlying items
6 months 6 months 12 months
to to to
30 September 30 September 31 March
2016 2015 2016
(unaudited) (unaudited) (audited)
GBPm GBPm GBPm
Exceptional items
Acquisition costs 6.8 1.7 11.5
Integration costs 20.4 11.1 49.5
Impairment loss on
property, plant and
equipment and assets
held for sale - 8.7 11.9
Other restructuring,
closure costs and other
losses 0.5 2.8 6.2
Remuneration charge
on deferred consideration 3.8 3.6 7.8
Adjustments to deferred
consideration - - (18.9)
Insurance proceeds - 0.5 (1.3)
Other exceptional items 1.2 1.3 1.5
Total exceptional items 32.7 29.7 68.2
Other non-underlying items
Amortisation - acquired
intangibles 11.0 5.0 10.3
Other non-underlying
items 0.4 0.3 0.6
----- ----- -----
Total exceptional and
non-underlying operating
items 44.1 35.0 79.1
===== ===== =====
Non-underlying finance
costs 8.9 0.3 5.9
===== ===== =====
Exceptional and non-underlying items are those items which, due to their materiality, nature or infrequency, could distort an assessment of underlying business performance.
Acquisition costs include the transactional acquisition costs of BPI. Integration costs relate to the continued integration of Promens and the integration of the GCS and BPI businesses into the RPC organisation, including related restructuring and closure costs. Other restructuring costs are the costs of other business optimisation programmes not directly affected by the Promens and GCS integration. The remuneration charge on deferred consideration includes the provision for remuneration earned by the shareholders of Ace and Strata who must remain as employees of the Group for the duration of the earn-out period to qualify for the remuneration. Other exceptional items for the year include GBP0.9m in respect of start-up costs for a project in Brazil.
Non-underlying finance items are described in note 5.
5. Net financing costs
6 months 6 months 12 months
to to to
30 September 30 September 31 March
2016 2015 2016
(unaudited) (unaudited) (audited)
GBPm GBPm GBPm
Net interest payable 11.1 7.3 14.3
Mark to market (gains)/losses
on foreign currency
hedging instruments (4.4) 5.0 (2.5)
Fair value adjustment
to borrowings 4.4 (5.0) 2.5
Non-underlying finance
costs 8.9 0.3 5.9
20.0 7.6 20.2
============= ============= ==========
Non-underlying finance costs of GBP8.9m comprise the unwinding of discount on deferred and contingent consideration including related exchange impacts of GBP6.8m, defined benefit pension interest charges of GBP2.1m and other non-recurring finance related costs.
6. Taxation
A taxation charge of GBP21.5m (2015: GBP12.2m) has been made in the half year to 30 September 2016 in respect of the profit before taxation of GBP72.5m (2015: GBP40.5m), based on the Group tax rate expected for the full year applied to the pre-tax income for the six month period.
The adjusted Group tax rate is 23.5% compared with 24.0% for the periods ended 31 March 2016 and 30 September 2015.
The tax credit applied to exceptional and non-underlying charges was 15.1% (30 September 2015: 17.0%, 31 March 2016: 20.9%). The low rate of tax relief for exceptional and non-underlying charges is driven by a number of items for which no tax relief is available, primarily relating to acquisition related costs and remuneration charges on deferred consideration.
7. Earnings per share
Basic
The earnings per share has been computed on the basis of the weighted average number of shares in issue during the half year ended 30 September 2016 of 313.1m (30 September 2015: 271.4m, 31 March 2016: 282.1m). The weighted average number of shares excludes shares held by the RPC Employee Benefit Trust to satisfy awards in respect of incentive arrangements. The earnings per share for the half year ended 30 September 2015 and related weighted average number of shares in issue have been restated for the bonus element of the 1 for 5 rights issue made in January 2016.
Diluted
Diluted earnings per share is the earnings per share after allowing for the dilutive effect of the conversion into ordinary shares of the weighted average number of options outstanding during the period. The number of shares used for the fully diluted calculation at the half year ended 30 September 2016 was 315.2m (30 September 2015: 272.6m, 31 March 2016: 283.7m). The earnings per share for the half year ended 30 September 2015 and related weighted average number of shares in issue have been restated for the bonus element of the 1 for 5 rights issue made in January 2016.
Adjusted
The directors believe that the presentation of an adjusted basic earnings per ordinary share assists with the understanding of the underlying performance of the Group. For this purpose the restructuring, impairment and other exceptional items, amortisation of acquired intangibles and other non-underlying items identified separately on the face of the Condensed consolidated income statement, together with non-underlying finance costs, adjusted for the tax thereon, have been excluded.
8. Dividends
6 months 6 months 12 months
to to to
30 September 30 September 31 March
2016 2015 2016
(unaudited) (unaudited) (audited)
Dividends on ordinary GBPm GBPm GBPm
shares:
Final for 2015/16 paid 40.8 - -
of 12.3p per share
Interim for 2015/16
paid of 5.2p per share - - 13.1
Final for 2014/15 paid
of 11.0p per share - 27.7 27.7
------------- ------------- ----------
40.8 27.7 40.8
============= ============= ==========
A final dividend of 12.3p per share was paid on 1 September 2016 in respect of the year ended 31 March 2016 with a cost of GBP40.8m. The interim dividend for 2015/16 and final dividend for 2014/15 have been restated for rights issues made. An interim dividend of 6.5p has been proposed in respect of the year ended 31 March 2017 with an estimated cost of GBP21m. This dividend will be paid on 27 January 2017 to ordinary shareholders on the register at 30 December 2016.
9. Non-current assets
Goodwill Other Property,
intangible plant
assets and equipment
GBPm GBPm GBPm
At 1 April 2016 827.1 162.7 895.1
Additions - 1.7 84.1
Disposals - - (0.1)
Acquisitions 202.1 42.2 117.7
Depreciation and amortisation - (14.3) (59.1)
Exchange differences 70.2 13.9 61.0
--------- ------------ ---------------
At 30 September 2016 1,099.4 206.2 1,098.7
========= ============ ===============
During the period the Group recognised GBP202.1m of goodwill as part of the acquisition of BPI. The provisional fair value of intangibles acquired by the Group upon acquisition of BPI was GBP42.2m. For further details of the acquisition see note 16.
10. Employee benefits
The liability recognised in the Condensed consolidated balance sheet for long-term employee benefits and the movement in retirement benefit obligations was:
30 September 30 September 31 March
2016 2015 2016
(unaudited) (unaudited) (audited)
GBPm GBPm GBPm
Retirement benefit obligations
at 1 April 146.7 106.3 106.3
Net liabilities on acquisition 94.2 - 54.9
Total expense charged
to the income statement 3.3 2.5 4.8
Actuarial losses/(gains)
recognised in the statement
of comprehensive income 48.9 (16.6) (15.1)
Contributions and benefits
paid (5.2) (3.3) (7.1)
Exchange differences 8.1 0.5 2.9
Retirement benefit obligations
at 30 September/
31 March 296.0 89.4 146.7
Termination benefits 0.8 0.7 0.6
Other long-term employee
benefit liabilities 4.1 2.0 3.0
------- ------------- ----------
Employee benefits due
after more than one year 300.9 92.1 150.3
======= ============= ==========
The defined benefit obligation for employee pensions and similar benefits as at 30 September 2016 have been re-measured based on the disclosures as at 31 March 2016, the previous balance sheet date. The results have been adjusted by allowing for the updated IAS 19 financial assumptions and rolling forward the liabilities to 30 September 2016 using actual cash flows for the six month period.
The defined benefit plan assets have been updated to reflect their market value as at 30 September 2016. Differences between the actual and expected return on assets and the impact of changes in actuarial assumptions and experience gains and losses on liabilities have been recognised in the Condensed consolidated statement of comprehensive income.
The employee benefit obligations at the half year increased from GBP150.3m to GBP300.9m. The increase was as a result of acquiring GBP94.2m of liabilities as part of the BPI acquisition as well as an increase in the funding deficit position of the two major UK defined benefit schemes, RPC Containers and M&H Plastics, mainly due to a decrease in the discount rate.
11. Deferred and contingent consideration
Deferred and contingent consideration payable includes acquisition contingent consideration for the prior year acquisitions of Ace, Strata and Innocan, measured at fair value.
12. Provisions and other financial liabilities
30 September 30 September 31 March
2016 2015 2016
(unaudited) (unaudited) (audited)
GBPm GBPm GBPm
Termination and restructuring
provisions 26.3 7.3 23.8
Contract provisions 44.2 25.9 44.6
Other provisions and
liabilities 33.3 24.2 31.9
------ ------------- ----------
Total 103.8 57.4 100.3
====== ============= ==========
Current 61.5 18.7 58.6
Non-current 42.3 38.7 41.7
------ ------------- ----------
Total 103.8 57.4 100.3
====== ============= ==========
13. Fair values of financial assets and liabilities
30 September 2016 30 September 31 March
2015 2016
(unaudited) (unaudited) (audited)
Carrying Fair Carrying Fair Carrying Fair
amount value amount value amount value
GBPm GBPm GBPm GBPm GBPm GBPm
Cash and cash equivalents 179.5 179.5 113.0 113.0 130.2 130.2
Trade receivables
and other debtors 500.6 500.6 299.8 299.8 399.5 399.5
Bank loans and overdrafts (110.8) (110.8) (38.0) (38.0) (111.0) (111.0)
Trade and other
payables (693.4) (693.4) (404.8) (404.8) (531.5) (531.5)
Primary financial
instruments held
to finance the Group's
operations:
Long term borrowings (934.6) (947.0) (546.9) (557.6) (794.2) (804.3)
Derivative financial
instruments held
to manage the interest
rate profile:
Interest rate swaps (1.1) (1.1) (0.4) (0.4) (0.5) (0.5)
Derivative financial
instruments held
to manage foreign
currency exposures
and the interest
rate profile:
Cross currency
interest rate swaps 33.8 33.8 30.3 30.3 28.7 28.7
========= ======== ========= ======== ========== ========
All financial instruments carried at fair value within the Group are financial derivatives and are all categorised as Level 2 instruments. Level 2 fair values for these derivatives are calculated using observable inputs, either directly or indirectly. The USPP, included within long term borrowings, is a Level 3 instrument and the fair value is estimated by discounting expected future cash flows. Contingent consideration and acquisition remuneration is held at fair value which is estimated based on latest forecasts.
14. Share capital
On 13 June 2016 the Company issued 11,042,945 ordinary shares by way of a share placing at a price of 815p per share. The net proceeds were GBP89.1m after costs of GBP0.9m with the nominal value of the shares issued of GBP0.6m credited to share capital and the remaining net proceeds credited to the share premium account.
On 2 August 2016 the Company issued 16,505,511 ordinary shares at par value of 853p per share to the shareholders of British Polythene Industries Plc as part of the consideration for the acquisition of the group. The total value of the shares issued was GBP140.8m, with the nominal value of the shares issued of GBP0.8m credited to share capital and the remaining net proceeds credited to the merger reserve.
The Group acquired 383,449 of its own shares during the period (30 September 2015: 300,000; 31 March 2016: 514,948). The total amount paid to acquire the shares was GBP3.1m (30 September 2015: GBP2.0m; 31 March 2016: GBP3.0m) and this has been deducted from retained earnings. The shares are held in trust to satisfy awards in respect of share-based incentive arrangements.
15. Reconciliation of net cash flow to movement in net debt
30 September 30 September 31 March
2016 2015 2016
(unaudited) (unaudited) (audited)
GBPm GBPm GBPm
Net cash from operating
activities 151.2 74.4 150.9
Interest received 0.3 0.4 1.7
Proceeds on disposal
of property, plant
and equipment 0.3 2.4 3.4
Acquisition of property,
plant and equipment (80.5) (48.7) (101.1)
Acquisition of intangible
assets (1.7) (1.8) (3.4)
Add back:
Payment of non-underlying
items 27.7 16.0 50.3
Non-cash provision
movements 18.3 9.5 13.4
Other non-cash items 2.6 4.8 7.4
------------- ------------- ----------
Free cash flow 118.2 57.0 122.6
Payment of non-underlying
items (27.7) (16.0) (50.3)
Non-cash provision
movements (18.3) (9.5) (13.4)
Other non-cash items (2.6) (4.8) (7.4)
Acquisition of business (137.6) (4.8) (528.5)
Proceeds on disposal
of business 0.1 3.9 4.0
Dividends paid (40.8) (27.7) (40.8)
Purchase of own shares (3.1) (2.0) (3.0)
Proceeds from the issue
of share capital 89.1 - 230.1
------------- ------------- ----------
Change in net debt
resulting from cash
flows (22.7) (3.9) (286.7)
Translation movements (41.5) (0.4) (20.6)
Net debt acquired (29.8) - -
Movement in derivative
instruments 5.0 (3.8) (5.4)
------------- ------------- ----------
Movement in net debt
in the period (89.0) (8.1) (312.7)
Net debt at the beginning
of the period (744.0) (431.3) (431.3)
------------- ------------- ----------
Net debt at the end
of the period (833.0) (439.4) (744.0)
============= ============= ==========
Analysis of net debt
Cash and cash equivalents 179.5 113.0 130.2
Bank loans due within
one year (69.9) (9.5) (67.1)
Overdrafts due within
one year (40.9) (28.5) (43.9)
Bank loans due after
one year (934.6) (546.9) (794.2)
Less: Fair value adjustment
to borrowings (0.9) 2.2 2.3
Derivative financial
instruments: assets 33.8 30.3 28.7
(833.0) (439.4) (744.0)
============= ============= ==========
During the period net loans of GBP70.4m were drawn under the Group's revolving credit facility. The amount of headroom under the Group's facilities at 30 September 2016 totalled GBP680m.
Net debt includes derivative financial instruments which relate to cross currency interest swaps used to manage the interest rate and foreign exchange exposure of the Group's borrowings under a US Private Placement.
16. Acquisitions
On 1 August 2016 the Group acquired 100% of the share capital of British Polythene Industries Plc, a leading manufacturer and supplier of polythene films for a diverse range of end markets.
The purchase has been accounted for as a business combination. The provisional fair value amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
30 September
2016
(unaudited)
Notes GBPm
Intangible assets 42.2
Property, plant and
equipment 117.7
Inventories 61.8
Trade and other receivables 87.5
Trade and other payables (99.3)
Pensions (94.2)
Loans and other borrowings (29.8)
Provisions (13.5)
Total identifiable assets 72.4
Consideration 274.5
------------
Goodwill 9 202.1
============
Consideration comprised cash of GBP133.7m and equity of GBP140.8m.
The goodwill recognised above includes certain intangible assets that cannot be separately identified and measured due to their nature. This includes control over the acquired business, the skills and experience of the assembled workforce and procurement and efficiency synergies. Goodwill also represents the opportunity for RPC to expand its product offering into the flexible plastic market.
The provisional amounts reported in the Group's audited financial statements for the year ended 31 March 2016 in respect of previous acquisitions have been reviewed and no adjustments have been made.
Since the acquisition date, BPI contributed GBP6.1m to operating profit. If the acquisition has taken place on 1 April 2016, the Group adjusted operating profit would have been GBP151.0m and revenue would have been GBP1,421.5m.
17. Contingent liabilities
There were no significant changes to the contingent liabilities reported at 31 March 2016 for the Group.
18. Exchange rates
The average euro/sterling exchange rate for the 6 months to 30 September 2016 was EUR1.22 (6 months to 30 September 2015: EUR1.39; 12 months to 31 March 2016: EUR1.37) and the period end rate at 30 September 2016 was EUR1.16 (30 September 2015: EUR1.35; 31 March 2016: EUR1.26).
The average US dollar/sterling exchange rate for the 6 months to 30 September 2016 was $1.37 (6 months to September 2015: $1.54; 12 months to 31 March 2016: $1.51) and the period end rate at 30 September 2016 was $1.30 (30 September 2015: $1.52; 31 March 2016: $1.44).
19. Related party transactions
The Group has a related party relationship with its subsidiaries and with its key management personnel, who are considered to be the directors of RPC Group Plc. There are no additional significant related party transactions other than those disclosed in note 30 of the annual report and accounts for the year ended 31 March 2016.
20. Subsequent events
On 3 October 2016 the Group acquired Sanders Polyfilms Limited and its subsidiary companies. Sanders is a polythene films producer with facilities in the United Kingdom and Romania and has a combined turnover of approximately GBP23m.
On 14 October 2016 the Group acquired Jagtenberg Beheer B.V. and its subsidiary companies. Jagtenberg has operations in the Netherlands and Germany where it manufactures large blow moulded products for packaging and selected non-packaging markets. The combined turnover of the business is approximately EUR22m.
On 24 November 2016 the Group acquired Plasti-Ape S.p.A. and its subsidiary companies. With three operations in Italy and Poland, Plastiape manufactures products for the healthcare market, and in particular medical devices. The combined turnover of the business is approximately EUR60m.
Copies of this half year financial report will be mailed to shareholders in December 2016 and are also available from the Company Secretary, RPC Group Plc, Sapphire House, Crown Way, Rushden, Northants NN10 6FB or from the Group's website, www.rpc-group.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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