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UDG Udg Healthcare Public Limited Company

1,079.00
0.00 (0.00%)
19 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Udg Healthcare Public Limited Company LSE:UDG London Ordinary Share IE0033024807 ORD EUR0.05 (CDI)
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 1,079.00 1,078.00 1,079.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

UDG Healthcare Public Limited Co. Interim Report 2019 (6249Z)

21/05/2019 7:01am

UK Regulatory


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TIDMUDG

RNS Number : 6249Z

UDG Healthcare Public Limited Co.

21 May 2019

UDG Healthcare plc

Interim Report 2019

21 May 2019: UDG Healthcare plc ("UDG Healthcare" or "Group"), a leading international healthcare services provider, announces its results for the six months to 31 March 2019, in which the Group delivered a solid first half performance, with full year guidance increased to reflect latest acquisitions.

Results highlights (on an IAS 18 basis(2) )

-- Adjusted diluted earnings per share (EPS) increased by 5% (7% on a constant currency basis).

-- Net underlying* revenue growth of 6%. Total net revenue declined 4% (1% on constant currency basis).

-- Adjusted underlying* operating profit growth of 3%. Total adjusted operating profit increased by 1% (3% on a constant currency basis), reflecting continued growth in Ashfield and Sharp, offset by the divestment of Aquilant in August 2018.

o Ashfield's operating profit increased by 3% (6% on a constant currency basis) driven by the benefit of acquisitions completed in FY18.

o Sharp's operating profit increased by 12% (12% on a constant currency basis) driven by the continued strong performance of Sharp US.

   --      Adjusted net operating margin increased from 11.8% to 12.5%. 
   --      Strong cash flow performance with a positive working capital inflow. 
   --      Net debt to EBITDA of 0.33x with $56.8 million net debt at 31 March 2019. 

-- In May 2019, completed the acquisitions of Putnam Associates ("Putnam"), a US-based strategic management healthcare consultancy, and Incisive Health, a UK-based healthcare policy and communications consultancy, for a combined consideration of up to $106 million (including contingent consideration of up to $36 million).

   --      Interim dividend per share increased 5% to 4.46 $ cent per share. 

-- Reflecting the acquisitions, full year guidance increased to adjusted EPS growth on a constant currency basis of between 5% and 7%.

*underlying growth adjusts for the impact of currency translation movements and any acquisition or disposal activity, including Aquilant

Financial Results - six months to 31 March 2019

 
 IFRS based 
                                                                               Increase/ 
                                                      31 March   31 March 
                                                          2019       2018     (decrease) 
                                                           $'m        $'m              % 
 Revenue                                                 656.6      675.3            (3) 
 Operating profit                                         34.1        2.4            n/m 
 Profit before tax                                        30.3        1.7            n/m 
 Diluted earnings per share 
  ("EPS") (cent)                                          9.27       0.44            n/m 
 Dividend per share (cent)                                4.46       4.25              5 
-------------------------------------------------  -----------  ---------  -------------  ------------- 
 
                                                      31 March   31 March   30 September 
                                                          2019       2018           2018 
 Net debt ($'m)                                           56.8       46.6           60.8 
 Net debt/annualised EBITDA 
  (times)                                                 0.33       0.28           0.34 
-------------------------------------------------  -----------  ---------  -------------  ------------- 
 
 
                                                                                               Constant 
                                                                                               currency 
                                                                               Increase/      increase/ 
                                                      31 March   31 March 
                                                          2019       2018     (decrease)     (decrease) 
 Alternative performance measures(1) 
  (IAS 18)                                                 $'m        $'m              %              % 
 Revenue                                                 658.8      675.3            (2)              - 
 Net Revenue                                             548.3      568.7            (4)            (1) 
 Adjusted operating profit                                68.3       67.4              1              3 
 Adjusted profit before tax                               64.5       63.2              2              4 
 Adjusted diluted earnings 
  per share ("EPS") (cent)                               21.21      20.19              5              7 
-------------------------------------------------  -----------  ---------  -------------  ------------- 
 

Chief Executive's comment

Commenting on the performance, Chief Executive Officer, Brendan McAtamney said:

"UDG Healthcare delivered good EPS growth during the first half of FY19. Today, we have also announced the acquisitions of two businesses, Putnam, a US-based strategic management healthcare consultancy, and Incisive Health, a UK-based healthcare policy and communications consultancy. Both businesses are aligned with our strategy to expand into higher growth and higher margin areas, complementary to our existing service offering. Reflecting the benefit of these acquisitions and continued trading performance in line with expectations, we have increased our full year guidance to adjusted EPS growth on a constant currency basis to between 5% and 7%."

Group development and outlook

Corporate Development

In May 2019, we completed the acquisitions of Putnam, a US-based strategic management healthcare consultancy, and Incisive Health, a UK-based healthcare policy and communications consultancy, for a combined consideration of up to $106 million (including contingent consideration of up to $36 million).

Based in the US, Putnam is a specialist consultancy focused on product commercialisation strategy, exclusively for the life sciences industry. Founded in 1988, Putnam has grown to become a respected advisory brand for biopharmaceutical companies, and attracts top class talent from several of the leading US universities. With 120 employees across offices in Boston and San Francisco, Putnam primarily offers consultancy services across the product life cycle with particular strengths in product commercialisation, pricing, reimbursement and market access strategy. Over the past 10 years, Putnam has advised on the commercialisation of several products that have achieved blockbuster sales status in the US.

Putnam is being acquired for a total consideration of up to $88.6 million to be satisfied in cash, with $60 million paid upfront, in addition to an earn-out of up to $20.1 million over three years, and a further five year earn-out of up to an additional $8.5 million. For the year ending 31 December 2018, Putnam had gross assets of $20.5 million, with an adjusted operating profit of approximately $8 million.

Incisive Health is a UK-based healthcare communications consultancy, which specialises in healthcare policy, public affairs and communication services. Across its head office in London and an office in Brussels, the consultancy employs 36 people and provides a suite of consultancy and communications services including clinical advocacy, corporate and digital communications, direct payer engagement, public affairs, stakeholder campaigning, strategic and policy development and training programmes. Incisive Health has a diversified client base of predominately pharmaceutical and biotech companies.

Incisive Health is being acquired for a total consideration of up to GBP13.6 million ($17.7 million). This includes initial consideration of GBP8 million ($10.4 million), with an earn-out of up to GBP5.6 million ($7.3 million) payable over the next three years, based on the achievement of agreed profit targets.

The Group's net debt was $56.8 million (0.33x net debt to EBITDA) at 31 March 2019, leaving it well placed to fund the continued inorganic development of its two global growth platforms, Ashfield and Sharp.

Exceptional Item

During the first half, the Group incurred an exceptional charge of $15.2 million pre-tax related to two legal matters. As disclosed in the Group's 2018 Annual Report, the Group received a claim from McKesson arising from its purchase of United Drug from the Group in 2016. A full and final settlement of this claim (without admission by any party) was concluded in April 2019, resulting in an exceptional charge (including legal costs incurred) of $14.4 million. This compares to the total consideration of $464 million received from the original transaction. Additionally, a charge of $0.8 million relating to legal costs was incurred in defending an Ashfield trademark. For further information on these items, please refer to page 20.

Outlook

Reflecting the acquisitions and continued trading performance in line with expectations, the Group has increased its full year guidance for constant currency adjusted diluted earnings per share (EPS) growth, under IAS 18, for the year to 30 September 2019 to between 5% and 7%. The Group expects to continue its 30+ year history of dividend growth in FY19. The Board has declared an interim dividend of 4.46 $ cent per share, a 5% increase on the 2018 interim dividend.

Preliminary Results

The Group will issue preliminary results for the year to 30 September 2019 on Tuesday, 26 November 2019.

Notes:

(1) Alternative performance measures ("APMs) are financial measurements that are not required under International Financial Reporting Standards (IFRS) which represent the generally accepted accounting principles (GAAP) under which the Group reports. APMs are presented to provide readers with additional financial information that is regularly reviewed by management. The Group believes that the presentation of these non-IFRS measurements provides useful supplemental information which, when viewed in conjunction with IFRS financial information, provides stakeholders with a more meaningful understanding of the underlying financial and operating performance of the Group and its divisions. APMs are presented on an IAS 18 basis to enable like-to-like analysis with the comparative period. APMs should not be considered in isolation or as a substitute for an analysis of results as reported under IFRS. See "Additional Information" on page 33 for definitions and reconciliations to the closest respective equivalent GAAP measure.

(2) IFRS 15 was adopted on 1 October 2018 for our statutory reporting, without restating prior year figures. As a result, the discussion of our operating results is primarily on an IAS 18 basis for all periods presented. The impact of IFRS 15 which is outlined in Note 18 of the interim financial statements was not significant for the Group.

Review of Operations

for the six months to 31 March 2019

Ashfield

 
                                  IFRS15   IAS18   IAS18    IAS18        IAS18 
 Six months to 31 March             2019    2019    2018   Actual   Underlying 
                                     $'m     $'m     $'m   Growth    Growth(2) 
-------------------------------  -------  ------  ------  -------  ----------- 
 Revenue 
 Communications & Advisory         174.6   174.6   153.4      14%           8% 
 Commercial & Clinical             316.4   315.4   325.5     (3%)            - 
 Total                             491.0   490.0   478.9       2%           2% 
 
 Net revenue(1) 
 Communications & Advisory         154.5   154.5   136.7      13%           6% 
 Commercial & Clinical             226.1   225.0   235.6     (5%)         (1%) 
 Total                             380.6   379.5   372.3       2%           1% 
 
 Adjusted operating profit(3) 
 Communications & Advisory          30.0    30.1    28.3       6%         (1%) 
 Commercial & Clinical              17.4    17.1    17.3     (1%)           1% 
 Total                              47.4    47.2    45.6       3%            - 
 
 Adjusted operating margin(3) 
 Operating margin (on revenue)      9.7%    9.6%    9.5% 
 Net operating margin (on net 
  revenue)                         12.5%   12.4%   12.3% 
-------------------------------  -------  ------  ------  -------  ----------- 
 

(1) Net revenue represents reported revenue adjusted for revenue associated with pass-through costs, for which the Group does not earn a margin. There are no pass-through revenues in Sharp.

(2) Underlying growth adjusts for the impact of currency translation movements and any acquisition or disposal activity.

(3) Adjusted operating profit is operating profit before amortisation of acquired intangible assets, transaction costs and exceptional items.

All commentary is on an IAS 18 basis

Ashfield continues to broaden and enhance its Communications & Advisory service offering, which now accounts for approximately 64% of Ashfield's operating profit(3) . The acquisitions of Putnam and Incisive Health further strengthen and expand Ashfield's capabilities in this higher growth and higher margin business.

Ashfield generated net revenue of $379.5 million and operating profit of $47.2 million, 2% and 3% respectively ahead of the same period last year. Adjusting for the impact of currency translation movements and the contribution from acquisitions, underlying net revenue growth was 1% and underlying operating profit was flat. Net operating margin increased from 12.3% to 12.4%.

Ashfield Communications & Advisory performed well during the period. Net revenue increased by 13% and operating profit increased by 6%, including the benefit of acquisitions. Underlying net revenue growth was 6%, however, underlying operating profit was marginally down including the impact of STEM aXcellerate investments of $2.3 million.

Ashfield Commercial & Clinical recorded broadly flat underlying net revenue and operating profit compared to the prior year. This reflected continued good momentum in the US, offset by weakness in Europe.

The outlook for Ashfield over the medium term remains positive, as the business continues to diversify its service offering and expand its global market positions by adding complementary capabilities to meet the evolving needs of its client base.

Sharp

 
                                 IFRS15   IAS18   IAS18    IAS18        IAS18 
 Six months to 31 March            2019    2019    2018   Actual   Underlying 
                                    $'m     $'m     $'m   Growth    Growth(1) 
------------------------------  -------  ------  ------  -------  ----------- 
 Revenue 
 US                               142.1   145.1   118.6      22%          22% 
 Europe                            23.5    23.7    23.9     (1%)           5% 
 Total                            165.6   168.8   142.5      18%          20% 
 
 Adjusted operating profit(2) 
 US                                19.5    22.7    18.4      23%          23% 
 Europe                           (1.3)   (1.6)     0.5        -            - 
 Total                             18.2    21.1    18.9      12%          12% 
 
 Adjusted operating margin 
  %(2)                            11.0%   12.5%   13.3% 
------------------------------  -------  ------  ------  -------  ----------- 
 

(1) Underlying growth adjusts for the impact of currency translation movements and any acquisition or disposal activity.

(2) Adjusted operating profit is operating profit before amortisation of acquired intangible assets, transaction costs and exceptional items.

All commentary is on an IAS 18 basis

Sharp generated revenue of $168.8 million and operating profit(2) of $21.1 million, 18% and 12% ahead of the same period last year respectively.

Sharp US's revenue and operating profit was 22% and 23% respectively ahead of the same period last year. This has been driven by continued growth in demand for the packaging of biotech injectable products, as the market seeks quality packaging services to support the requirements of more complex drugs. Demand for traditional packaging has also remained strong. While Sharp Europe's underlying revenue growth improved, the business generated an operating loss of $1.6 million.

Based on the current activity levels and the pipeline of new business, Sharp continues to be well positioned to deliver underlying operating profit growth in line with the Group's medium-term expectations of double-digit growth in FY19 and beyond.

Analyst presentation

A presentation for investors and analysts will be held at the London Stock Exchange at 8.30am BST today, Tuesday, 21 May 2019. If you wish to attend, please contact Powerscourt. Alternatively, to dial into the conference call or webcast, the details are as follows:

Audio webcast

https://edge.media-server.com/m6/p/oszdxsto

Conference call

UK number: +44 (0) 20 7192 8000

Ireland number: +353 (0) 1 431 9615

US number: +1 631 510 7495

Participant Code: 2746549

If you wish to ask questions, please do so via the conference call.

A replay of the audio webcast can be accessed via the same webcast link above.

 
 For further information, please contact: 
 Investors and Analysts: 
  Keith Byrne 
  SVP, IR, Strategy & Corporate Communications 
  UDG Healthcare plc 
  Tel: + 353-1-468-9000 
 
  Business / Financial media: 
  Lisa Kavanagh / Jack Hickey 
  Powerscourt 
  Tel: + 44-207-250-1446 
 

About UDG Healthcare plc

UDG Healthcare plc (LON: UDG) is a leading international partner of choice delivering advisory, communication, commercial, clinical and packaging services to the healthcare industry, employing 9,000 people with operations in 26 countries and delivering services in over 50 countries.

UDG Healthcare plc operates across two divisions: Ashfield and Sharp.

Ashfield - Ashfield is a global leader in commercialisation services for the pharmaceutical and healthcare industry, operating across three broad areas of activity: advisory, communications and commercial & clinical services. It focuses on supporting healthcare professionals and patients at all stages of the product life cycle. The division provides field and contact centre sales teams, healthcare communications, patient support, audit, advisory, medical information and event management services to over 300 healthcare companies.

Sharp - Sharp is a global leader in contract commercial packaging and clinical trial packaging services for the pharmaceutical and biotechnology industries, operating from state-of-the-art facilities in the US and Europe.

The company is listed on the London Stock Exchange and is a constituent of the FTSE 250.

For more information, please go to: www.udghealthcare.com.

Forward-looking information

Some statements in this announcement may be forward-looking statements. They represent expectations for the Group's business, including statements that relate to the Group's future prospects, developments and strategies, and involve risks and uncertainties both general and specific. The Group has based these forward-looking statements on assumptions regarding present and future strategies of the Group and the environment in which it anticipates operating in the future. However, because such statements involve known and unknown risks, uncertainties and other factors including but not limited to general economic, political, financial and business factors, which in some cases are beyond the Group's control, you should note that actual results, performance, operations or achievements expressed or implied by such forward-looking statements may differ materially from those expressed or implied by such statements and accordingly you should not rely on such forward-looking statements in making investment decisions. Except as required by applicable law or regulation, neither the Group nor any other party intends to update or revise any such forward-looking statements after the date these statements are published, whether as a result of new information, the passage of time, any future events, or otherwise.

.

Finance Review

for the six months to 31 March 2019

 
 IFRS based 
                                                                   Increase/ 
                                          31 March   31 March 
                                              2019       2018     (decrease) 
                                               $'m        $'m              % 
 Revenue                                     656.6      675.3            (3) 
 Operating profit                             34.1        2.4            n/m 
 Profit before tax                            30.3        1.7            n/m 
 Diluted earnings per share 
  ("EPS") (cent)                              9.27       0.44            n/m 
 Dividend per share (cent)                    4.46       4.25              5 
----------------------------  ---------  ---------  ---------  ------------- 
 
 Alternative performance measures(1) 
  (IAS 18) 
 
                                                                                   Constant 
                                                                                   currency 
                                                                   Increase/      increase/ 
                               31 March   31 March   31 March 
                                   2019       2019       2018     (decrease)     (decrease) 
                                   IFRS 
                                     15     IAS 18     IAS 18         IAS 18         IAS 18 
                                    $'m        $'m        $'m              %              % 
 Revenue                          656.6      658.8      675.3            (2)              - 
 Net Revenue                      546.2      548.3      568.7            (4)            (1) 
 Adjusted operating profit         65.6       68.3       67.4              1              3 
 Adjusted profit before tax        61.8       64.5       63.2              2              4 
 Adjusted diluted earnings 
  per share ("EPS") (cent)        20.32      21.21      20.19              5              7 
----------------------------  ---------  ---------  ---------  -------------  ------------- 
 
 

Following the adoption of IFRS 15 "Revenue from Contracts with Customers" on 1 October 2018, the Group's statutory results for the six months ended 31 March 2019 are presented on an IFRS 15 basis, whereas the Group's statutory results for the comparative period ended 31 March 2018 are presented on an IAS 18 basis as previously reported. Comparisons between the two bases of reporting are not considered meaningful. Consequently, the review of the performance of the Group and review of operations is primarily on an IAS 18 basis for all periods presented. Note 18 to the interim financial information outlines the transition impact for the Group and discloses the financial statement line items impacted on an IAS 18 basis for the period ended 31 March 2019.

Revenue

Revenue of $656.6 million for the period is 3% behind 2018 (in line with 2018 on a constant currency basis).

Under IAS 18, revenue is 2% behind 2018 (in line with 2018 on a constant currency basis) with a 2% increase in Ashfield revenue and an 18% increase in Sharp revenue. Group underlying net revenue increased by 6%, excluding the impact of foreign exchange, acquisitions, disposals and IFRS 15 adjustments.

Adjusted operating profit

Adjusted operating profit of $65.6 million is 3% behind 2018 (1% on a constant currency basis).

Under IAS 18, adjusted operating profit has increased 1% (3% on a constant currency basis).

Adjusted net operating margin

The adjusted net operating margin for the businesses for the period is 12.0%.

Under IAS 18, this is 12.5%, an increase on the 11.8% margin reported in 2018.

Adjusted profit before tax

Net interest costs, pre-exceptional items, for the period of $3.8 million are 10% lower than 2018, due to interest income on US cash deposits. This delivered an adjusted profit before tax of $61.8 million.

Under IAS 18, the adjusted profit before tax is $64.5 million, which is 2% ahead of 2018 (4% on a constant currency basis).

Taxation

The effective taxation rate has decreased from 20.1% in 2018 to 17.8% in 2019, due to a full period impact of the US Tax Cuts and Jobs Act enacted on 1 January 2018.

Adjusted diluted earnings per share

Adjusted diluted earnings per share (EPS) is 1% ahead (2% on a constant currency basis) of 2018 at 20.32 $ cent.

Under IAS 18, adjusted diluted earnings per share (EPS) is 5% ahead (7% on a constant currency basis) of 2018 at 21.21 $ cent.

(1) See "Additional Information" on page 33 for more information and reconciliations to the closest respective equivalent GAAP measures.

Exceptional items

The Group incurred an exceptional charge of $15.2 million before tax in the period.

In 2018, the Group received notification of a potential claim from McKesson arising from its purchase of United Drug from the Group in 2016. The potential claim was settled in April 2019 (without admission by any party) and a provision of $14.4 million has been recognised. The Group also incurred trademark litigation costs during the period to the amount of $0.8 million.

Foreign exchange

The Group operates in 26 countries, with its primary foreign exchange exposure being the translation of local income statements and balance sheets into US dollar for Group reporting purposes. The retranslation of overseas profits to US dollar has decreased IAS18 constant currency EPS growth of 7% to a reported EPS growth rate of 5%, which is primarily due to the strengthening of the US dollar against sterling and euro in the first six months of 2019 versus the same period in 2018.

The average H1 2019 exchange rates were $1: GBP0.7725 and $1: EUR0.8783 (2017: $1: GBP0.7357 and $1: EUR0.8310).

Cash flow

The table displayed below includes information for the periods ended 31 March 2019 and 2018.

 
                                                                     2019       2018 
                                                                    $'000      $'000 
--------------------------------------------------------------  ---------  --------- 
 Net cash inflow from operating activities                         63,538     65,367 
 Net cash outflow from investing activities                      (43,739)   (26,444) 
 Net cash outflow from financing activities                      (28,248)   (23,096) 
--------------------------------------------------------------  ---------  --------- 
 Net change in cash and cash equivalents                          (8,449)     15,827 
 Effect of exchange rate changes on cash and cash equivalents     (2,435)      5,540 
 Cash and cash equivalents at beginning of period                 180,099    187,469 
 Cash and cash equivalents end of period                          169,215    208,836 
--------------------------------------------------------------  ---------  --------- 
 

Net cash inflow from operating activities

The net cash inflow from operating activities was $63.5 million (2018: $65.4 million).

 
                                                 2019       2018 
                                                $'000      $'000 
-------------------------------------------  --------  --------- 
 Adjusted EBITDA                               83,284     84,150 
 Interest paid                                (4,158)    (4,506) 
 Income taxes paid                            (9,595)    (7,314) 
 Working capital decrease/(increase)            2,075   (17,628) 
 Other cash (outflows)/inflows                (8,068)     10,665 
-------------------------------------------  --------  --------- 
 Net cash inflow from operating activities     63,538     65,367 
-------------------------------------------  --------  --------- 
 

Working capital decreased by $2.1 million (2018: $17.6 million increase). The decrease in working capital is principally due to the reversal of the temporary cash flow delays and timing of supplier payments arising from the implementation of Oracle under the Future Fit programme in 2018. Other cash outflows of $8.1 million relates to transaction costs paid of $0.7 million and exceptional items outflow of $7.4 million (2018 cash flows of $10.7 million relate to transaction costs paid of $2.8 million and exceptional items inflow of $13.5 million).

Net cash outflow from investing activities

Net cash outflow from investing activities is $43.7 million, compared to $26.4 million in 2018. This increase is principally due to deferred consideration outflows on acquisitions of $23.7 million. During the period, $17.7 million was invested in property, plant and equipment. This included investment in Sharp's facilities, in particular the investments in Sharp Clinical's sites in the US and UK, and its commercial packaging facility in the Netherlands. Computer software outflows of $4.3 million included investments in Future Fit.

Net cash outflow from financing activities

Net cash outflow from financing activities increased by $5.2 million to $28.2 million in the period, principally due to payment of the 2018 final dividend.

Balance sheet

Net debt at the end of the period is $56.8 million ($169.2 million cash and $226.0 million debt). The net debt to annualised EBITDA ratio is 0.33 times debt (2018: 0.28 times, IAS18) and net interest is covered 24.1 times (2018: 20.2 times, IAS18) by annualised EBITDA. Financial covenants in our principal debt facilities are based on net debt to EBITDA being less than 3.5 times and EBITDA interest cover being greater than three times.

Return on capital employed

The Group's ROCE is 12.2% down from 12.9% at 31 March 2018. The decrease in part reflects the adoption of IFRS15. Under IAS 18, the Group's ROCE at 31 March 2019 is 12.4% Details on how this was calculated are on page 35.

Dividends

The directors are proposing an interim dividend of 4.46 $ cent per share representing an increase of 5% on the 2018 interim dividend. The interim dividend is payable to shareholders on the Company's register at 5.00 pm on 31 May 2019 and will be paid on 26 June 2019.

Principal risks and uncertainties

The Transparency (Directive 2004/109/EC) Regulations 2007 require the disclosure of the principal risks and uncertainties which could have a material impact on the Group's performance over the remainder of the financial year.

The Group operates within a highly regulated environment and the expectations of our key stakeholders, which include our clients and regulators, are very high. Our services include communicating to healthcare professionals, pharmaceutical packaging and the distribution of pharmaceutical products for use in clinical trials. We focus on making sure that we deliver these services correctly and in a compliant way. However, failure to do so could result in adverse consequences for patients and our clients, so the risks that we face in delivering our services are potentially significant.

The Group's ability to avoid or mitigate these risks is underpinned by detailed risk registers maintained by each of the Group's divisions and business units. These risk registers identify the risks, as well as the plans for addressing them, and the consolidated Group risk register is reviewed by the executive directors on a regular basis. The consolidated risk register is also reviewed by the Risk, Investment and Finance Committee and the Chairman of that committee reports to the Board on the outcome of each review.

The principal risks and uncertainties identified by the risk management process as facing the Group are detailed below:

 
 Strategic 
-----------------------  --------------------------------------  ------------------------------------------- 
 Risk                     Impact                                  Mitigation 
-----------------------  --------------------------------------  ------------------------------------------- 
 Value generation         Acquisitive growth remains              All potential acquisitions 
  from acquisitions        a core element of the Group's           are assessed and evaluated 
                           strategy. A failure to execute          to ensure the Group's defined 
                           and properly integrate acquisitions     strategic and financial criteria 
                           may impact the Group's projected        are met. A discrete integration 
                           revenue growth and its ability          process and post integration 
                           to capitalise on the synergies          review is developed for each 
                           they bring and/or to maintain           acquisition. This process is 
                           and develop the associated              supported by experienced management 
                           talent pool.                            with a view to achieving identified 
                                                                   benefits, cultivating talent 
                                                                   and minimising general and 
                                                                   specific integration risks. 
-----------------------  --------------------------------------  ------------------------------------------- 
 Innovation               The continued success of                Innovation and insight is at 
  and Insight              the Group has been dependent            the fore of all business and 
                           upon the development and                acquisition strategies set 
                           delivery of innovative solutions        down by the Senior Executive 
                           to our clients. Examples                Team (SET). At a divisional 
                           include serialised packaging            level, each management team 
                           and multichannel Contract               has a responsibility to identify 
                           Sales Organisation (CSO).               current and projected client 
                           An inability to predict client          and market demands for new 
                           and market trends and develop           service offerings and market 
                           and deliver such innovation             changes and have designated 
                           would be a risk to the maintenance      roles within their business 
                           of our market leading positions         units tasked to deliver on 
                           in the various sectors in               this. 
                           which we operate. 
-----------------------  --------------------------------------  ------------------------------------------- 
 Client diversification   As the Group's activities               In individual business units 
                           consolidate and further acquisitions    where there is a high dependence 
                           are completed, the Group's              on a small number of key clients, 
                           client base may become more             the threats and opportunities 
                           concentrated, making the                are reviewed by divisional 
                           Group more susceptible to               management at each business 
                           competitive, client merger              review. The impact that any 
                           or procurement led threats.             potential acquisition may have 
                                                                   on client concentration is 
                                                                   considered as part of the acquisition 
                                                                   assessment process. 
-----------------------  --------------------------------------  ------------------------------------------- 
 Client Outsourcing       Changes to Pharma company               In order to maintain or develop 
  strategy                 outsourcing strategy such              a preferred vendor relationship 
                           as reduced roster of preferred         with our target clients, acquisitions 
                           vendors, or a wholesale move           can be used to fill any key 
                           to outsource to holding companies      gaps in client coverage or 
                           that meet all of their service         service offering. The key is 
                           requirements.                          to maintain strong client relationships 
                                                                  and to keep abreast of potential 
                                                                  changes in their business strategies. 
                                                                  We have developed an agile 
                                                                  Business Development strategy 
                                                                  to maximise our value to clients. 
-----------------------  --------------------------------------  ------------------------------------------- 
 Talent management        The success of the Group                Talent requirements of the 
                           is built upon effective management      Group are monitored to ensure 
                           teams that consistently deliver         businesses meet prevailing 
                           superior performance. If                and anticipated requirements 
                           the Group cannot attract,               in term of skills, competencies 
                           retain and develop suitably             and performance. There is a 
                           qualified, experienced and              strong focus on key talent 
                           motivated employees, this               management practices including 
                           could have an impact on business        leadership and management development, 
                           performance.                            succession planning and performance 
                                                                   management. A formal talent 
                                                                   review process is implemented 
                                                                   globally and local talent reviews 
                                                                   are conducted and linked to 
                                                                   the global process. 
-----------------------  --------------------------------------  ------------------------------------------- 
 
 
 Risk                     Impact                                  Mitigation 
-----------------------  --------------------------------------  ------------------------------------------- 
 Brexit                   The continuing trading uncertainty      The impact of Brexit on movement 
                           associated with Brexit may              of people, and distribution 
                           result in some UDG Healthcare           of goods is not yet clear and 
                           clients reducing the size               this is generating increased 
                           of their UK operations or               uncertainty, affecting exchange 
                           have a negative impact on               rates and client willingness 
                           our ability to conduct business         to develop business in the 
                           profitably in the UK.                   UK. The overall Group exposure 
                                                                   to the UK as a proportion of 
                                                                   our total profitability has 
                                                                   declined as we have acquired 
                                                                   and developed businesses with 
                                                                   greater exposure to markets 
                                                                   other than the UK. 
-----------------------  --------------------------------------  ------------------------------------------- 
 Economic and             The global macroeconomic                The Group continues to review 
  Political                and geopolitical environment            its portfolio of investments 
                           may have a detrimental impact           through the annual strategic 
                           on our client base and on               review process and through 
                           the services we offer. Global           constant challenge at a Senior 
                           economic outlook has slowed             Executive and Board level. 
                           in 2019 and trade tensions              Acquisitions and new service 
                           remain elevated in many parts           offerings are sought which 
                           of the world.                           improve the balance of our 
                                                                   investments and give greater 
                                                                   exposure to innovative and 
                                                                   growing market segments. 
-----------------------  --------------------------------------  ------------------------------------------- 
 Operational 
-----------------------  --------------------------------------  ------------------------------------------- 
 Patient Risk             Throughout the Group medicines          The level of automation within 
                           and medical devices can be              the Group's packaging facilities 
                           packaged, supplied or administered      continues to increase. The 
                           directly to patients. The               serialisation of packaging 
                           risk of inappropriate advice,           processes continues and in 
                           packaging, supply or administration     addition, the use of electronic 
                           could lead to a negative                batch records will improve 
                           patient experience.                     assurance and reduce the possibility 
                                                                   of human error in packaging. 
                                                                   Health Cloud CRM for patient 
                                                                   support programmes has gone 
                                                                   live and is a fully validated 
                                                                   system. Administration of medicines 
                                                                   to patients or providing patient 
                                                                   support is covered by a detailed 
                                                                   client contract with the Marketing 
                                                                   Authorisation Holder (MAH), 
                                                                   fully approved scripts, and 
                                                                   a divisional clinical governance 
                                                                   framework. 
-----------------------  --------------------------------------  ------------------------------------------- 
 Regulatory               The Group has many legal                Maintenance of legal, regulatory 
  Compliance               and regulatory obligations,             and quality standards is a 
                           including in respect of:(a)             core value of the Group. The 
                           protection of patient information       Sharp Division and Ashfield 
                           (such as HIPAA and GDPR);               Pharmacovigilance are subjected 
                           and (b) patient and employee            to routine FDA, EMEA and national 
                           health and safety. In addition,         agency inspections and so are 
                           many of the Group's activities          required to be 'audit ready' 
                           are subject to stringent                at all times. Patient education 
                           licensing regulations, for              and information programmes 
                           example, FDA, EMEA and national         are reviewed to ensure compliance 
                           agency manufacturing, packaging         with regulation and codes of 
                           and promotional regulations             practice and are subject to 
                           and more recently the serialisation     regular assessment by Quality 
                           requirements under the Falsified        and Compliance. Following the 
                           Medicines Directive (FMD).              introduction of GDPR, regular 
                           A failure to meet any of                data protection auditing has 
                           these could result in regulatory        now commenced across EU locations 
                           restrictions, financial penalties,      in 2018 while data protection 
                           the inability to operate,               training and gap analyses have 
                           or products and services                commenced outside the EU to 
                           being defective, harming                focus on local data protection 
                           patients and potentially                law compliance. 
                           giving rise to very significant 
                           liability. 
-----------------------  --------------------------------------  ------------------------------------------- 
 IT Systems               The ability of the Group                The Group's technology and 
                           to support operations and               information systems and infrastructure 
                           provide its services effectively        are the subject of an ongoing 
                           and competitively is dependent          programme to ensure that they 
                           on technology and information           are capable of meeting the 
                           systems that are appropriately          Group's strategic intent and 
                           integrated and that meet                future requirements. Collectively 
                           current and anticipated future          this initiative is referred 
                           business, regulatory and                to as Future Fit IT. 
                           security requirements. 
-----------------------  --------------------------------------  ------------------------------------------- 
 Contract risk            The underlying terms of the             The Group has adopted processes 
                           Group's commercial relationships        for identifying and mitigating 
                           drive the profitability of              against undue risks in all 
                           the Group. The nature of                prospective commercial relationships, 
                           the Group's business means              supported by personnel with 
                           that the Group could be exposed         expertise and/or experience 
                           to undue cost or liability              in key commercial risk areas. 
                           if it agrees inappropriate 
                           terms. 
-----------------------  --------------------------------------  ------------------------------------------- 
 Cyber security           The global threat sophistication        As part of Future Fit IT, the 
                           is increasing due to support            Group is implementing multi-layered 
                           from criminal organisations             information security defences 
                           and nation states targeting             to identify vulnerabilities 
                           valuable information including          and protect against attacks. 
                           impersonation. These are                To meet the increasing cyber 
                           advanced persistent threats             threat, procedures are continuously 
                           targeted at both business-critical      being developed and resources 
                           data and otherwise using,               are being deployed to detect 
                           for example, ransomware for             and respond effectively to 
                           financial gain.                         any cyber security events that 
                                                                   may occur. Specific training 
                                                                   is being sourced for continuing 
                                                                   awareness programmes throughout 
                                                                   2019. 
-----------------------  --------------------------------------  ------------------------------------------- 
 
 
 Risk                     Impact                                  Mitigation 
-----------------------  --------------------------------------  ------------------------------------------- 
 Business continuity      The Group is exposed to risks           The Group has developed a business 
                           that, should they arise,                continuity template based on 
                           may give rise to the interruption       risk and is currently re-working 
                           of critical business processes          the operational business continuity 
                           that could adversely impact             plans in line with this. Mitigation 
                           the Group or its clients.               strategies and continuity plans 
                                                                   are part of a structured risk 
                                                                   review process as is disaster 
                                                                   recovery and communications. 
-----------------------  --------------------------------------  ------------------------------------------- 
 Financial 
-----------------------  --------------------------------------  ------------------------------------------- 
 Financial Controls       The Group's resources and               The financial controls of the 
                           finances must be managed                Group, as well as their effectiveness, 
                           in accordance with rigorous             are monitored by the Board 
                           standards and stringent controls.       in the context of the standards 
                           A failure to meet those standards       to which the Group is subject 
                           or implement appropriate                and the expectations of its 
                           controls may result in the              stakeholders. This monitoring 
                           Group's resources being improperly      is supported by a dedicated 
                           utilised or its financial               internal audit function. The 
                           statements being inaccurate             Group's financial function, 
                           or misleading.                          systems and controls are also 
                                                                   subject to periodic review 
                                                                   to ensure that they remain 
                                                                   robust and fit for purpose. 
-----------------------  --------------------------------------  ------------------------------------------- 
 Liquidity                The Group is exposed to liquidity,      The management of the financial 
                           interest rate, currency and             risks facing the Group is governed 
                           credit risks.                           by policies reviewed and approved 
                                                                   by the Board. These policies 
                                                                   primarily cover liquidity risk, 
                                                                   interest rate risk, currency 
                                                                   risk and credit risk. The primary 
                                                                   objective of the Group's policies 
                                                                   is to minimise financial risk 
                                                                   at a reasonable cost. The Group 
                                                                   does not trade in financial 
                                                                   instruments. 
-----------------------  --------------------------------------  ------------------------------------------- 
 Foreign exchange         The Group's reporting currency          The majority of the Group's 
                           is the US dollar. Given the             activities are conducted in 
                           nature of the Group's businesses,       the local currency of the country 
                           exposure arises in the normal           of operation. As a consequence, 
                           course of business to other             the primary foreign exchange 
                           currencies, principally sterling        risk arises from the fluctuating 
                           and euro.                               value of the Group's net investment 
                                                                   in different currencies. Our 
                                                                   strategic intent is to proportionally 
                                                                   grow the US as a source of 
                                                                   earnings at a faster rate than 
                                                                   other markets which will lower 
                                                                   the foreign exchange risk for 
                                                                   the Group. 
-----------------------  --------------------------------------  ------------------------------------------- 
 
 

Statement of Directors

in respect of the half-yearly financial report

Each of the directors confirms that to the best of their knowledge and belief:

-- the condensed set of interim financial statements comprising the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of changes in equity, the condensed consolidated balance sheet, the condensed consolidated cash flow statement, and the related notes have been prepared in accordance with IAS 34, Interim Financial Reporting as adopted by the EU;

   --      the half-yearly financial report includes a fair review of the information required by: 

(a) Regulation 8(2) of the Transparency (Directive 2004/109/EC) Regulations 2007, 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) Regulation 8(3) of the Transparency (Directive 2004/109/EC) Regulations 2007, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last Annual Report that could do so.

The Group's auditor has not reviewed this condensed half-yearly financial report.

On behalf of the Board(i)

 
 P. Gray    B. McAtamney 
 Director   Director 
 

20 May 2019

   (i)   The Board of UDG Healthcare plc is disclosed on the Company's website, www.udghealthcare.com. 

Condensed consolidated income statement

for the six months ended 31 March 2019

 
 
 
 
                                      Six months ended 31 March 2019                                                  Six months ended 31 March 2018 
 
                                      Pre-    Exceptional items (Unaudited)           Total                 Pre-    Exceptional items (Unaudited)           Total 
                               exceptional                         (Note 5)        31 March          exceptional                         (Note 5)        31 March 
                                     items                            $'000            2019                items                            $'000            2018 
                               (Unaudited)                                      (Unaudited)          (Unaudited)                                      (Unaudited) 
                                     $'000                                            $'000                $'000                                            $'000 
                     Notes 
 
 Revenue                 3         656,639                                -         656,639              675,307                                -         675,307 
 Cost of sales                   (478,765)                                -       (478,765)            (484,866)                                -       (484,866) 
-----------------  -------  --------------  -------------------------------  --------------  ---  --------------  -------------------------------  -------------- 
 Gross profit                      177,874                                -         177,874              190,441                                -         190,441 
 
 Selling and 
  distribution 
  expenses                        (96,812)                                -        (96,812)            (111,303)                                -       (111,303) 
 Administration 
  expenses                        (11,384)                                -        (11,384)              (9,305)                                -         (9,305) 
 Other operating 
  expenses                        (19,209)                         (15,164)        (34,373)             (17,853)                         (57,648)        (75,501) 
 Other operating 
  income                                 -                                -               -                    -                            8,945           8,945 
 Transaction 
  costs                              (813)                                -           (813)                (974)                                -           (974) 
 Share of joint 
  ventures' 
  (loss)/ profit 
  after tax              4           (418)                                -           (418)                  137                                -             137 
-----------------  -------  --------------  -------------------------------  --------------  ---  --------------  -------------------------------  -------------- 
 Operating profit                   49,238                         (15,164)          34,074               51,143                         (48,703)           2,440 
 
 Finance income          6           8,566                                -           8,566               10,053                            3,469          13,522 
 Finance expense         6        (12,332)                                -        (12,332)             (14,215)                                -        (14,215) 
-----------------  -------  --------------  -------------------------------  --------------  ---  --------------  -------------------------------  -------------- 
 
 Profit before 
  tax                               45,472                         (15,164)          30,308               46,981                         (45,234)           1,747 
 
 Income tax 
  expense                          (7,324)                              209         (7,115)              (9,263)                            8,683           (580) 
-----------------  -------  --------------  -------------------------------  --------------  ---  --------------  -------------------------------  -------------- 
 Profit for the 
  financial 
  period                            38,148                         (14,955)          23,193               37,718                         (36,551)           1,167 
-----------------  -------  --------------  -------------------------------  --------------  ---  --------------  -------------------------------  -------------- 
 
  Profit 
  attributable 
  to: 
 Owners of the 
  parent                            38,144                         (14,955)          23,189               37,642                         (36,551)           1,091 
 Non-controlling 
  interest                               4                                -               4                   76                                -              76 
-----------------  -------  --------------  -------------------------------  --------------  ---  --------------  -------------------------------  -------------- 
                                    38,148                         (14,955)          23,193               37,718                         (36,551)           1,167 
-----------------  -------  --------------  -------------------------------  --------------  ---  --------------  -------------------------------  -------------- 
 
 Earnings per 
 ordinary share: 
 Basic earnings 
  per share - 
  cent                   7                                                             9.32                                                                  0.44 
 Diluted earnings 
  per share - 
  cent                   7                                                             9.27                                                                  0.44 
 
 
 

Condensed consolidated statement of

comprehensive income

for the six months ended 31 March 2019

 
 
                                                       Six months ended 
                                                          31 March 2019 
                                             Notes          (Unaudited) 
                                                                  $'000 
 
   Profit for the financial period                               23,193 
                                                                                   Six months ended 
                                                                                      31 March 2018 
                                                                                        (Unaudited) 
                                                                                              $'000 
 
                                                                                              1,167 
 Other comprehensive income/(expense): 
 
  Items that will not be reclassified 
  to profit or loss: 
 Remeasurement loss on Group defined 
  benefit schemes                               13              (2,408)                     (1,845) 
 Deferred tax on Group defined benefit 
  schemes 
 - Pre-exceptional item                                   535                      (50) 
 - Exceptional item                              5          -                       408 
                                                    ---------            -------------- 
                                                                    535                         358 
-----------------------------------------  -------  ---------  --------  --------------  ---------- 
                                                                (1,873)                     (1,487) 
-----------------------------------------  -------  ---------  --------  --------------  ---------- 
 
   Items that may be reclassified 
   subsequently to profit or loss: 
 Foreign currency translation adjustment        10                3,534                      19,364 
 
   Group cash flow hedges: 
 - Effective portion of cash flow 
  hedges - movement into reserve                       11,754                          (11,959) 
 - Effective portion of cash flow 
  hedges - movement out of reserve                    (6,412)                             8,095 
                                                    ---------            ---------------------- 
 Effective portion of cash flow 
  hedges                                        10                5,342                     (3,864) 
 - Movement in deferred tax - movement 
  into reserve                                        (1,469)                             1,495 
 - Movement in deferred tax - movement 
  out of reserve                                          801                           (1,012) 
                                                    ---------            ---------------------- 
 Net movement in deferred tax                   10                (668)                         483 
-----------------------------------------  -------  ---------  --------  --------------  ---------- 
                                                                  8,208                      15,983 
-----------------------------------------  -------  ---------  --------  --------------  ---------- 
 Total other comprehensive income 
  for the period                                                  6,335                      14,496 
-----------------------------------------  -------  ---------  --------  --------------  ---------- 
 Total comprehensive income for 
  the period                                                     29,528                      15,663 
-----------------------------------------  -------  ---------  --------  --------------  ---------- 
 
 Total comprehensive income attributable 
  to: 
 Owners of the parent                                            29,524                      15,587 
 Non-controlling interest                                             4                          76 
-----------------------------------------  -------  ---------  --------  --------------  ---------- 
                                                                 29,528                      15,663 
-----------------------------------------  -------  ---------  --------  --------------  ---------- 
 
 

Condensed consolidated statement of changes in

equity

for the six months ended 31 March 2019

 
 
                                                                           Attributable 
                         Equity                                  Other        to owners    Non-controlling 
                          share       Share     Retained      reserves           of the           Interest       Total 
                        Capital     Premium     Earnings         (Note           parent                         Equity 
                                                                   10) 
                        $'000         $'000        $'000         $'000            $'000              $'000       $'000 
 
 At 1 October 2018       14,643     197,837      808,647     (135,955)          885,172                171     885,343 
 Change in 
  accounting 
  policy (Note 18)            -           -        3,822             -            3,822                  -       3,822 
-------------------  ----------  ----------  -----------  ------------  ---------------  -----------------  ---------- 
 Restated total 
  equity 
  at the beginning 
  of 
  the financial 
  year                   14,643     197,837      812,469     (135,955)          888,994                171     889,165 
-------------------  ----------  ----------  -----------  ------------  ---------------  -----------------  ---------- 
 
 Profit for the 
  financial 
  period                      -           -       23,189             -           23,189                  4      23,193 
 Other 
 comprehensive 
 income/(expense): 
 Effective portion 
  of 
  cash flow hedges            -           -            -         5,342            5,342                  -       5,342 
 Deferred tax on 
  cash 
  flow hedges                 -           -            -         (668)            (668)                  -       (668) 
 Translation 
  adjustment                  -           -            -         3,534            3,534                  -       3,534 
 Remeasurement loss 
  on defined 
  benefit 
  schemes                     -           -      (2,408)             -          (2,408)                  -     (2,408) 
 Deferred tax on 
  defined 
  benefit schemes             -           -          535             -              535                  -         535 
 Total 
  comprehensive               -           -       21,316         8,208           29,524                  4      29,528 
 income for the 
 period 
 Transactions with 
 shareholders: 
 New shares issued            6         679            -             -              685                  -         685 
 Share-based 
  payment 
  expense                     -           -            -         2,521            2,521                  -       2,521 
 Dividends paid to 
  equity 
  holders                     -           -     (29,224)             -         (29,224)                  -    (29,224) 
 Release from 
  share-based 
  payment reserve             -           -          621         (621)                -                  -           - 
 At 31 March 2019 - 
  unaudited              14,649     198,516      805,182     (125,847)          892,500                175     892,675 
-------------------  ----------  ----------  -----------  ------------  ---------------  -----------------  ---------- 
 

for the six months ended 31 March 2018

 
 
                                   Equity                             Other     Attributable          Non- 
                                    share     Share    Retained    reserves        to owners   controlling       Total 
                                  capital   premium    earnings       (Note           of the      interest      equity 
                                                                        10)           parent 
                                    $'000     $'000       $'000       $'000            $'000         $'000       $'000 
 
 
 At 1 October 2017                 14,620   196,496     836,087   (166,656)          880,547           109     880,656 
 
 Profit for the financial 
  period                                -         -       1,091           -            1,091            76       1,167 
 Other comprehensive 
  income/(expense): 
 Effective portion of 
  cash flow hedges                      -         -           -     (3,864)          (3,864)             -     (3,864) 
 Deferred tax on cash 
  flow hedges                           -         -           -         483              483             -         483 
 Translation adjustment                 -         -           -      19,364           19,364             -      19,364 
 Remeasurement loss on 
  defined benefit schemes               -         -     (1,845)           -          (1,845)             -     (1,845) 
 Deferred tax on defined 
  benefit schemes                       -         -         358           -              358             -         358 
 Total comprehensive 
 income/(expense) for 
  the period                            -         -       (396)      15,983           15,587            76      15,663 
 Transactions with 
 shareholders: 
 New shares issued                     16       763           -           -              779             -         779 
 Share-based payment 
  expense                               -         -           -       2,563            2,563             -       2,563 
 Dividends paid to equity 
  holders                               -         -    (24,137)           -         (24,137)             -    (24,137) 
 Release from share-based 
  payment reserve                       -         -         581       (581)                -             -           - 
 At 31 March 2018 - unaudited      14,636   197,259     812,135   (148,691)          875,339           185     875,524 
------------------------------  ---------  --------  ----------  ----------  ---------------  ------------  ---------- 
 

Condensed consolidated balance sheet

as at 31 March 2019

 
 
                                                        As at 31 March     As at 31 March 
                                                                  2019               2018     As at 30 September 2018 
                                                           (Unaudited)        (Unaudited)                   (Audited) 
                                                Notes            $'000              $'000                       $'000 
 ASSETS 
 Non-current 
 Property, plant and equipment                      8          181,529            172,430                     179,593 
 Goodwill                                           9          513,606            501,028                     515,954 
 Intangible assets                                  9          226,505            226,451                     241,538 
 Investment in joint ventures and associates        9            9,497              9,474                       9,729 
 Contract fulfilment assets                                      3,870                  -                           - 
 Derivative financial instruments                  11           12,003                  -                         330 
 Deferred income tax assets                                      5,885              5,519                       5,272 
 Employee benefits                                 13            9,652             11,596                      12,935 
 Total non-current assets                                      962,547            926,498                     965,351 
---------------------------------------------  ------  ---------------  -----------------  -------------------------- 
 
 Current 
 Inventories                                                    26,314             51,354                      31,248 
 Trade and other receivables                                   375,210            324,978                     347,192 
 Contract fulfilment assets                                      3,538                  -                           - 
 Cash and cash equivalents                         11          169,215            208,836                     180,099 
 Current income tax assets                                         814                705                         793 
 Derivative financial instruments                  11            2,704              2,104                       2,474 
 Total current assets                                          577,795            587,977                     561,806 
---------------------------------------------  ------  ---------------  -----------------  -------------------------- 
 
 Total assets                                                1,540,342          1,514,475                   1,527,157 
---------------------------------------------  ------  ---------------  -----------------  -------------------------- 
 
 EQUITY 
 Equity share capital                                           14,649             14,636                      14,643 
 Share premium                                                 198,516            197,259                     197,837 
 Other reserves                                    10        (125,847)          (148,691)                   (135,955) 
 Retained earnings                                             805,182            812,135                     808,647 
---------------------------------------------  ------  ---------------  -----------------  -------------------------- 
 Equity attributable to owners of the parent                   892,500            875,339                     885,172 
 Non-controlling interest                                          175                185                         171 
 Total equity                                                  892,675            875,524                     885,343 
---------------------------------------------  ------  ---------------  -----------------  -------------------------- 
 
 LIABILITIES 
 Non-current 
 Interest-bearing loans and borrowings             11          240,681            245,467                     243,099 
 Other payables                                                 16,994                  -                       5,451 
 Provisions                                        12           49,724             35,372                      68,900 
 Employee benefits                                 13                -              5,728                           - 
 Deferred income tax liabilities                                42,694             45,787                      45,225 
 Derivative financial instruments                  11                -             11,761                         319 
 Total non-current liabilities                                 350,093            344,115                     362,994 
---------------------------------------------  ------  ---------------  -----------------  -------------------------- 
 
 Current 
 Interest-bearing loans and borrowings             11               21                309                         272 
 Trade and other payables                                      258,175            242,851                     225,526 
 Current income tax liabilities                                 14,868             19,067                      13,477 
 Provisions                                        12           24,510             32,609                      39,545 
 Total current liabilities                                     297,574            294,836                     278,820 
---------------------------------------------  ------  ---------------  -----------------  -------------------------- 
 
 Total liabilities                                             647,667            638,951                     641,814 
---------------------------------------------  ------  ---------------  -----------------  -------------------------- 
 
 Total equity and liabilities                                1,540,342          1,514,475                   1,527,157 
---------------------------------------------  ------  ---------------  -----------------  -------------------------- 
 

Condensed consolidated cash flow statement

for the six months ended 31 March 2019

 
 
                                                            Six months             Six months 
                                                                                        ended 
                                                                 ended               31 March 
                                                                                         2018 
                                                              31 March            (Unaudited) 
                                                                  2019 
                                                           (Unaudited) 
                                                                 $'000                  $'000 
 Cash flows from operating activities 
 Profit before tax                                              30,308                  1,747 
 Finance income                                                (8,566)               (10,053) 
 Finance expense                                                12,332                 14,215 
 Exceptional items                                              15,164                 45,234 
------------------------------------------------------  --------------  --------------------- 
 Operating profit                                               49,238                 51,143 
 Share of joint ventures' loss/(profit) after 
  tax                                                              418                  (137) 
 Transaction costs                                                 813                    974 
 Depreciation charge                                            11,764                 12,028 
 Profit on disposal of property, plant and equipment             (678)                  (274) 
 Amortisation of intangible assets                              19,208                 17,853 
 Share-based payment expense                                     2,521                  2,563 
 Increase in contract fulfilment assets                          (403)                      - 
 Increase in inventories                                       (7,943)                  (150) 
 Increase in trade and other receivables                      (12,023)                (7,869) 
 Increase/(decrease) in trade payables and other 
  payables                                                      22,444                (9,609) 
 Exceptional items (paid)/received                             (7,379)                 13,493 
 Transaction costs paid                                          (689)                (2,828) 
------------------------------------------------------  --------------  --------------------- 
 Cash generated from operations                                 77,291                 77,187 
 Interest paid                                                 (4,158)                (4,506) 
 Income taxes paid                                             (9,595)                (7,314) 
------------------------------------------------------  --------------  --------------------- 
 Net cash inflow from operating activities                      63,538                 65,367 
------------------------------------------------------  --------------  --------------------- 
 
 Cash flows from investing activities 
 Interest received                                               1,112                    554 
 Purchase of property, plant and equipment                    (17,661)               (14,692) 
 Proceeds from disposal of property, plant and 
  equipment                                                        808                    889 
 Investment in intangible assets - computer software           (4,337)                (9,985) 
 Deferred consideration paid                                  (22,889)                      - 
 Deferred contingent consideration paid                          (772)                (3,210) 
------------------------------------------------------  --------------  --------------------- 
 Net cash outflow from investing activities                   (43,739)               (26,444) 
------------------------------------------------------  --------------  --------------------- 
 
 Cash flows from financing activities 
 Proceeds from issue of shares (including share 
  premium thereon)                                                 685                    779 
 Repayments of interest-bearing loans and borrowings                 -                  (276) 
 Proceeds from interest-bearing loans and borrowings               367                    604 
 Decrease in finance leases                                       (76)                   (66) 
 Dividends paid to equity holders of the Company              (29,224)               (24,137) 
------------------------------------------------------  --------------  --------------------- 
 Net cash outflow from financing activities                   (28,248)               (23,096) 
------------------------------------------------------  --------------  --------------------- 
 
 Net (decrease)/increase in cash and cash equivalents          (8,449)                 15,827 
 Translation adjustment                                        (2,435)                  5,540 
 Cash and cash equivalents at beginning of period              180,099                187,469 
------------------------------------------------------  --------------  --------------------- 
 Cash and cash equivalents at end of period                    169,215                208,836 
------------------------------------------------------  --------------  --------------------- 
 
   Cash and cash equivalents is comprised of: 
 Cash at bank and short-term deposits                          169,215                208,836 
------------------------------------------------------  --------------  --------------------- 
 
 
 

Notes to the condensed interim financial statements

for the six months ended 31 March 2019

1. Reporting entity

UDG Healthcare plc (the "Company") is a company domiciled in Ireland. The unaudited condensed consolidated interim financial information of the Company for the six months ended 31 March 2019, are comprised of the Company and its subsidiaries (together referred to as the "Group") and the Group's interest in joint ventures and associates.

The financial information presented herein does not amount to statutory financial statements that are required by Section 347 of the Companies Act, 2014 to be annexed to the annual return of the Company. The financial information does not include all the information and disclosures required in the annual financial statements. The statutory financial statements for the year ended 30 September 2018 will be annexed to the annual return and filed with the Registrar of Companies. The audit report on those statutory financial statements was unqualified and did not contain any matters to which attention was drawn by way of emphasis.

2. Statement of compliance and basis of preparation

Basis of preparation

These unaudited condensed consolidated interim financial statements ("the interim accounts") for the six months ended 31 March 2019 have been prepared in accordance with IAS 34, Interim Financial Reporting, as endorsed by the European Union. These interim accounts do not include all of the information required for full annual financial statements and should be read in conjunction with the most recent published consolidated financial statements of the Group.

The preparation of interim financial statements requires the use of certain critical accounting estimates, judgements and assumptions. The areas involving a high degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, relate primarily to goodwill impairment testing, revenue recognition, income tax expense, employee benefit obligations, share-based payments and valuation of provisions. Other than the changes in accounting policies outlined in Note 18, the nature of the assumptions and estimates made in the preparation of the interim accounts are the same as those identified in our most recent annual report. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. There was no significant change to any of these key estimates or judgements in the six month period, other than a change to certain actuarial assumptions as set out in Note 13.

The income tax expense for the six month period is calculated by applying the directors' best estimate of the effective tax rate applicable to the profit for the period.

The directors have a reasonable expectation that the Company, and the Group as a whole, have adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the condensed consolidated interim financial statements.

As permitted by the Transparency (Directive 2004/109/EC) Regulations 2007 this Interim Report is available on www.udghealthcare.com. However, if a physical copy is required, please contact the Company Secretary.

Accounting policies

The accounting policies applied in the interim accounts are the same as those applied in the 2018 Annual Report, except for the adoption of new standards, interpretations and standard amendments effective for the Group for the period commencing 1 October 2018. The Group has had to change its accounting policies as a result of adopting the following new standards:

   --   IFRS 9 Financial Instruments 
   --   IFRS 15 Revenue from Contracts with Customers 

The impact of adoption of these standards and the new accounting policies are disclosed in Note 18. A number of other changes to IFRS became effective in the period beginning on 1 October 2018, however they did not have a material effect on the Group accounting policies and the condensed consolidated interim financial statements.

3. Segmental analysis

The Group's operations are divided into the following operating segments each of which operates in a distinct sector of the healthcare services market:

Ashfield - Ashfield is a global leader in commercialisation services for the pharmaceutical and healthcare industry, operating across three broad areas of activity: advisory, communications and commercial & clinical services. It focuses on supporting healthcare professionals and patients at all stages of the product life cycle. The division provides field and contact centre sales teams, healthcare communications, patient support, audit, advisory, medical information and event management services to over 300 healthcare companies.

Sharp - Sharp is a global leader in contract commercial packaging and clinical trial packaging services for the pharmaceutical and biotechnology industries, operating from state-of-the-art facilities in the US and Europe.

Aquilant, a distributor of specialist medical and scientific products in the UK and Ireland, was disposed of in 2018.

The segmental analysis of the business corresponds with the Group's organisational structure and the Group's internal reporting for the purpose of managing the business and assessing performance as reviewed by the Group's Chief Operating Decision Maker (CODM), which the Group has defined as Brendan McAtamney (Chief Executive Officer). The amount of revenue and operating profit under the Group's operating segments is as follows:

 
 
                                                                                             Six months     Six months 
                                                                                                  ended          ended 
                                                                                               31 March       31 March 
                                                                                                   2019           2018 
                                                                                                  $'000          $'000 
 Revenue 
 Ashfield                                                                                       491,027        478,925 
 Sharp                                                                                          165,612        142,465 
 Aquilant                                                                                             -         53,917 
                                                                                                656,639        675,307 
------------------------------------------------------------------------------------------  -----------  ------------- 
 
 
  Operating profit before acquired intangible amortisation, transaction costs and 
  exceptional 
  items 
 Ashfield                                                                                        47,408         45,609 
 Sharp                                                                                           18,194         18,879 
 Aquilant                                                                                             -          2,867 
                                                                                                 65,602         67,355 
 Amortisation of acquired intangibles                                                          (15,551)       (15,238) 
 Transaction costs                                                                                (813)          (974) 
 Exceptional items                                                                             (15,164)       (48,703) 
------------------------------------------------------------------------------------------  -----------  ------------- 
 Operating profit                                                                                34,074          2,440 
 Finance income                                                                                   8,566         13,522 
 Finance expense                                                                               (12,332)       (14,215) 
------------------------------------------------------------------------------------------  -----------  ------------- 
 Profit before tax                                                                               30,308          1,747 
------------------------------------------------------------------------------------------  -----------  ------------- 
 Income tax expense                                                                             (7,115)          (580) 
------------------------------------------------------------------------------------------  -----------  ------------- 
 Profit after tax for the period                                                                 23,193          1,167 
------------------------------------------------------------------------------------------  -----------  ------------- 
 
 
 Timing of revenue recognition       Six months ended 31 March 2019 
                                 -------------------------------------- 
                                                Point in time 
                                    Over time           $'000     Total 
                                        $'000                     $'000 
-------------------------------  ------------  --------------  -------- 
 Ashfield 
 Communications & Advisory            174,023               -   174,023 
 Commercial & Clinical                315,590           1,414   317,004 
-------------------------------  ------------  --------------  -------- 
 Ashfield                             489,613           1,414   491,027 
-------------------------------  ------------  --------------  -------- 
 Sharp                                161,245           4,367   165,612 
-------------------------------  ------------  --------------  -------- 
 Group                                650,858           5,781   656,639 
-------------------------------  ------------  --------------  -------- 
 

Revenue is recognised when a customer obtains control of a good or service and therefore has the ability to direct the use and obtain the benefits from the good or service. Revenue is recognised over time where i) there is a continuous transfer of control to the customer; or ii) there is no alternative use for any asset created and there is an enforceable right to payment for performance completed to date. Other revenue contracts are recognised at a point in time when control of the good or service transfers to the customer.

 
 Geographical analysis of revenue 
                                       Six months     Six months 
                                            ended          ended 
                                         31 March       31 March 
                                             2019           2018 
                                            $'000          $'000 
----------------------------------  -------------  ------------- 
 Republic of Ireland                        3,403         23,040 
 United Kingdom                           127,145        163,077 
 North America                            414,662        385,109 
 Rest of the World                        111,429        104,081 
----------------------------------  -------------  ------------- 
                                          656,639        675,307 
----------------------------------  -------------  ------------- 
 

4. Share of joint ventures' (loss)/profit after tax

 
 
                                               Six months     Six months 
                                                    ended          ended 
                                                 31 March       31 March 
                                                     2019           2018 
                                                    $'000          $'000 
 Revenue                                           33,196         31,534 
 Expenses, including tax                         (34,032)       (31,260) 
------------------------------------------  -------------  ------------- 
 (Loss)/profit after tax                            (836)            274 
------------------------------------------  -------------  ------------- 
 Group's equity interest                           49.99%         49.99% 
------------------------------------------  -------------  ------------- 
 Group's share of (loss)/profit after tax           (418)            137 
------------------------------------------  -------------  ------------- 
 

5. Exceptional items

Exceptional items are those which, in management's judgement, should be disclosed separately by virtue of their nature or amount. Such items are included within the Income Statement caption to which they relate and are separately disclosed in the notes to the Group Interim Financial Statements.

The Group reports the following exceptional items:

 
 
                                         Six months     Six months 
                                              ended          ended 
                                           31 March       31 March 
                                               2019           2018 
                                              $'000          $'000 
 Legal costs and settlements                 15,164              - 
 Contract termination gain                        -        (8,945) 
 Impairment of goodwill                           -         57,648 
 Deferred contingent consideration                -        (3,469) 
------------------------------------  -------------  ------------- 
 Net exceptional items pre-tax               15,164         45,234 
 Deferred tax credit                          (209)        (9,715) 
 Exceptional items tax charge                     -          1,032 
------------------------------------  -------------  ------------- 
 Net exceptional items after tax             14,955         36,551 
------------------------------------  -------------  ------------- 
 

Legal costs and settlements expense primarily relates to the previously disclosed claim received from McKesson in 2018 arising from its purchase of United Drug from the Group in 2016. McKesson had notified the Group of potential claims pursuant to indemnification and warranty provisions contained in the sale and purchase agreement relating to the disposal of United Drug. This claim was settled in April 2019 (without admission by any party) resulting in a total expense for the Group in the period of $14,410,000 (including defense costs). The Group does not expect any further costs to arise as a result of the disposal. Additionally, the Group incurred legal costs of $754,000 protecting an Ashfield trademark. These two exceptional items resulted in a total expense for the Group in the period of $15,164,000 with a tax impact amounting to $209,000.

In the prior period, the Group recognised $36.6 million of an exceptional charge. A goodwill impairment charge of $57.6 million was recognised in relation to Aquilant, partially offset by an exceptional gain of $8.9 million relating to the exit of two Aquilant clients in the period. A tax charge of $1.0 million was incurred in relation to these items. Following the enactment of the US Tax Cuts and Jobs Act, the Group recognised an exceptional tax gain of $9.7 million in the income statement arising on the one-off remeasurement of certain US tax liabilities. Deferred contingent consideration of $3.5 million in respect of Cambridge BioMarketing was released following review of expected performance against earn-out targets.

6. Finance income and expense

 
 
                                                                                       Six months     Six months 
                                                                                            ended          ended 
                                                                                         31 March       31 March 
                                                                                             2019           2018 
                                                                                            $'000          $'000 
 Finance income 
 Income arising from cash deposits                                                          1,240            736 
 Fair value adjustments to guaranteed senior unsecured loan notes                             627          1,001 
 Foreign currency gain on retranslation of guaranteed senior unsecured loan notes           6,412          8,095 
 Ineffective portion of cash flow hedges                                                       88             63 
 Net finance income on pension scheme obligations                                             199            158 
----------------------------------------------------------------------------------  -------------  ------------- 
                                                                                            8,566         10,053 
----------------------------------------------------------------------------------  -------------  ------------- 
 Finance expense 
 Interest on bank loans and other loans 
 -wholly repayable within 5 years                                                         (3,569)        (1,764) 
 -wholly repayable after 5 years                                                            (955)        (3,073) 
 Interest on finance leases                                                                   (1)            (1) 
 Interest on overdrafts                                                                      (30)           (17) 
 Interest on deferred acquisition consideration                                              (99)              - 
 Unwinding of discount on provisions                                                        (639)          (264) 
 Fair value adjustments to fair value hedges                                                (627)        (1,001) 
 Fair value of cash flow hedges transferred to equity                                     (6,412)        (8,095) 
                                                                                         (12,332)       (14,215) 
----------------------------------------------------------------------------------  -------------  ------------- 
 
 Net finance expense, pre-exceptional item                                                (3,766)        (4,162) 
 Finance income relating to exceptional item                                                    -          3,469 
----------------------------------------------------------------------------------  -------------  ------------- 
 Net finance expense                                                                      (3,766)          (693) 
----------------------------------------------------------------------------------  -------------  ------------- 
 
 
 

7. Earnings per ordinary share

 
                                                          IFRS15           IAS18    Six months 
                                                      Six months      Six months         ended 
                                                           ended           ended      31 March 
                                                        31 March        31 March          2018 
                                                            2019            2019         $'000 
                                                           $'000           $'000 
 Profit attributable to the owners of 
  the parent                                              23,189          25,400         1,091 
 Adjustment for amortisation of acquired 
  intangible assets (net of tax)                          11,909          11,909        11,881 
 Adjustment for transaction costs (net 
  of tax)                                                    773             773           895 
 Adjustment for exceptional items (net 
  of tax)                                                 14,955          14,955        36,551 
 
  Adjusted profit attributable to owners 
  of the parent                                           50,826          53,037        50,418 
--------------------------------------------------  ------------  --------------  ------------ 
 
                                                                            2019          2018 
                                                                          Number        Number 
                                                                       of shares     of shares 
 Weighted average number of shares                                   248,802,272     248,370,162 
 Number of dilutive shares under option                                1,267,485     1,288,679 
 
   Weighted average number of shares, including 
   share options                                                     250,069,757   249,658,841 
--------------------------------------------------  ------------  --------------  ------------ 
 
 
 
                                      IFRS15   IAS18 
                                        2019    2019    2018 
 Basic earnings per share 
  - $ cent                              9.32   10.21    0.44 
 Diluted earnings per share 
  - $ cent                              9.27   10.16    0.44 
 Adjusted basic earnings per 
  share - $ cent(1)                    20.43   21.32   20.30 
 Adjusted diluted earnings 
  per share - $ cent(1)                20.32   21.21   20.19 
 

(1) Adjusted profit attributable to owners of the parent is stated before the amortisation of acquired intangible assets ($11.9m, net of tax), transaction costs ($0.8m, net of tax) and exceptional items ($15.0m, net of tax).

Non-IFRS information

The Group reports certain financial measurements that are not required under International Financial Reporting Standards (IFRS) which represent the generally accepted accounting principles (GAAP) under which the Group reports. The Group believes that the presentation of these non-GAAP measurements provides useful supplemental information which, when viewed in conjunction with our IFRS financial information, provides investors with a more meaningful understanding of the underlying financial and operating performance of the Group and its divisions. These measurements are also used internally to evaluate the historical and planned future performance of the Group's operations and to measure executive management's performance based remuneration.

Treasury shares have been excluded from the weighted average number of shares in issue used in the calculation of earnings per share. A total of 2,247,738 (2018: 2,297,264) anti-dilutive share options have been excluded from the calculation of diluted earnings per share.

The average market value of the Company's shares for the purposes of calculating the dilutive effect of share options was based on quoted market prices for the period.

8. Property, plant and equipment

 
                             Land and        Plant and                           Computer     Assets under 
                            buildings        equipment   Motor vehicles         equipment     construction       Total 
                                $'000            $'000            $'000             $'000            $'000       $'000 
 At 1 October 2018 
 Opening net book 
  amount                       71,531           81,674              152             6,039           20,197     179,593 
 Additions in the 
  period                           38            4,883                -               840            9,080      14,841 
 Depreciation                 (2,441)          (7,198)              (4)           (2,121)                -    (11,764) 
 Disposals in 
  period                            -            (129)                -                 -                -       (129) 
 Reclassifications                  -              903                -                 -            (903)           - 
 Translation 
  adjustment                    (288)            (557)              (3)             (164)                -     (1,012) 
-------------------  ----------------  ---------------  ---------------  ---------------- 
 At 31 March 2019              68,840           79,576              145             4,594           28,374     181,529 
-------------------  ----------------  ---------------  ---------------  ----------------  ---------------  ---------- 
 
   At 31 March 2019 
 Cost or deemed 
  cost                        104,304          158,930              260            24,349           28,374     316,217 
 Accumulated 
  depreciation               (35,464)         (79,354)            (115)          (19,755)                -   (134,688) 
-------------------  ----------------  ---------------  ---------------  ----------------  ---------------  ---------- 
 Net book amount               68,840           79,576              145             4,594           28,374     181,529 
-------------------  ----------------  ---------------  ---------------  ----------------  ---------------  ---------- 
 

9. Movement in goodwill, intangible assets and investment in joint ventures and associates

 
                                                                         Investment 
                                                       Intangible          in joint 
                                          Goodwill         assets          ventures 
                                                                     and associates 
                                             $'000          $'000             $'000 
 At 1 October 2018                         515,954        241,538             9,729 
 Investment in computer software                 -          5,169                 - 
 Amortisation of acquired intangible 
  assets                                         -       (15,551)                 - 
 Amortisation of computer software               -        (3,657)                 - 
 Share of joint ventures' loss after 
  tax                                            -              -             (418) 
 Translation adjustment                    (2,348)          (994)               186 
 At 31 March 2019                          513,606        226,505             9,497 
-------------------------------------  -----------  -------------  ---------------- 
 

10. Other reserves

 
                                   Cash                                              Capital 
                                   flow   Share-based       Foreign   Treasury    redemption 
                                  hedge       payment      exchange     shares       reserve       Total 
                                  $'000         $'000         $'000      $'000         $'000       $'000 
 At 1 October 2018             (15,886)        14,808     (127,548)    (7,676)           347   (135,955) 
 Effective portion of 
  cash flow hedges                5,342             -             -          -             -       5,342 
 Deferred tax on cash 
  flow hedges                     (668)             -             -          -             -       (668) 
 Share-based payment 
  expense                             -         2,521             -          -             -       2,521 
 Release from share-based 
  payment reserve                     -         (621)             -          -             -       (621) 
 Translation adjustment               -             -         3,534          -             -       3,534 
 
 At 31 March 2019              (11,212)        16,708     (124,014)    (7,676)           347   (125,847) 
--------------------------  -----------  ------------  ------------  ---------  ------------  ---------- 
 
 

11. Net debt

 
                                               As at       As at       As at 
                                            31 March    31 March     30 Sept 
                                                2019        2018        2018 
                                               $'000       $'000       $'000 
 Current assets 
 Cash at bank and short-term deposits        169,215     208,836     180,099 
 Derivative financial instruments              2,704       2,104       2,474 
 Non-current assets 
 Derivative financial instruments             12,003           -         330 
 Current liabilities 
 Interest-bearing loans and borrowings             -       (228)       (227) 
 Finance leases                                 (21)        (81)        (45) 
 Non-current liabilities 
 Interest-bearing loans and borrowings     (240,680)   (245,450)   (243,091) 
 Finance leases                                  (1)        (17)         (8) 
 Derivative financial instruments                  -    (11,761)       (319) 
 Net debt                                   (56,780)    (46,597)    (60,787) 
---------------------------------------  -----------  ----------  ---------- 
 

12. Provisions

 
                                                                             Restructuring 
                                 Deferred contingent               Onerous             and 
                                       consideration     Legal      leases     other costs      Total 
                                               $'000     $'000       $'000           $'000      $'000 
 Balance at 1 October 2018                    96,915         -       2,896           8,634    108,445 
 Charge to income statement                        -    14,410           -               -     14,410 
 Utilised during the period                    (772)         -       (574)         (6,051)    (7,397) 
 Unwinding of discount                           639         -           -               -        639 
 Reclassification                           (41,566)         -           -               -   (41,566) 
 Translation adjustment                         (18)         -        (11)           (268)      (297) 
----------------------------  ----------------------  --------  ----------  --------------  --------- 
 Balance at 31 March 2019                     55,198    14,410       2,311           2,315     74,234 
----------------------------  ----------------------  --------  ----------  --------------  --------- 
 
 Non-current                                  48,656         -       1,050              18     49,724 
 Current                                       6,542    14,410       1,261           2,297     24,510 
 Total                                        55,198    14,410       2,311           2,315     74,234 
----------------------------  ----------------------  --------  ----------  --------------  --------- 
 

During the interim period contingent consideration of $41,566,000 was transferred to deferred consideration, presented within trade and other payables.

13. Employee benefits

 
                                                          Employee 
                                                           benefit 
                                                             asset 
                                                             $'000 
 Employee benefit asset at 1 October 2018                   12,935 
 Current service cost                                      (1,490) 
 Interest                                                      199 
 Contributions paid                                            464 
 Remeasurement loss                                        (2,408) 
 Translation adjustment                                       (48) 
-------------------------------------------  ----  ----  --------- 
 Employee benefit asset at 31 March 2019                     9,652 
-------------------------------------------  ----  ----  --------- 
 
 
 
 

As set out in the consolidated financial statements for the year ended 30 September 2018, the Group operates a number of defined benefit pension schemes which are funded by the payments of contributions to separately administered trust funds. All schemes have a remeasurement loss in the current period which primarily relates to a decrease in the discount rate and change in assumptions. In the ROI schemes, there is no longer a salary increase assumption due to the accrual of pension benefits ceasing from 1 December 2015.

The principal assumptions are as follows:

 
 
                        Republic of Ireland Schemes      United States Scheme 
                            As at              As at        As at           As at 
                         31 March       30 September     31 March    30 September 
                             2019               2018         2019            2018 
 Rate of increase 
  in salaries                 n/a                n/a   2.75-4.00%      2.75-4.00% 
 Rate of increase 
  in pensions             0-1.50%            0-1.60%        0.00%           0.00% 
 Inflation rate             1.50%              1.60%        2.75%           2.75% 
 Discount rate              1.60%              2.00%        3.70%           4.10% 
 

14. Financial instruments

The fair values of financial assets and financial liabilities, together with the carrying amounts in the condensed consolidated balance sheet at 31 March 2019, are as follows:

 
                                           Carrying value   Fair value 
                                                    $'000        $'000 
 Financial assets 
 Trade and other receivables                      353,293      353,293 
 Derivative financial assets                       14,707       14,707 
 Cash and cash equivalents                        169,215      169,215 
----------------------------------------  ---------------  ----------- 
                                                  537,215      537,215 
 ---------------------------------------  ---------------  ----------- 
 Financial liabilities 
 Trade and other payables                         182,242      182,242 
 Interest-bearing loans and borrowings            240,680      240,680 
 Finance lease liabilities                             22           22 
 Deferred contingent consideration                 55,198       55,198 
----------------------------------------  ---------------  ----------- 
                                                  478,142      478,142 
 ---------------------------------------  ---------------  ----------- 
 

The fair values of the financial assets and liabilities disclosed in the above tables have been determined using the methods and assumptions set out below.

Trade and other receivables/payables

For receivables and payables the carrying value less impairment provision is deemed to reflect fair value, where appropriate.

Cash and cash equivalents

For cash and cash equivalents, the nominal amount is deemed to reflect fair value.

Interest-bearing loans and borrowings (excluding finance lease liabilities)

The fair value of interest-bearing loans and borrowings is based on the fair value of the expected future principal and interest cash flows discounted at interest rates effective at the balance sheet date and adjusted for movements in credit spreads.

Finance lease liabilities

For finance lease liabilities, the fair value is the present value of future cash flows discounted at current market rates.

Valuation techniques and significant unobservable inputs

Fair value hierarchy of assets and liabilities measured at fair value

The Group has adopted the following fair value hierarchy in relation to its financial instruments that are carried in the balance sheet at fair value as at the period end:

   --      Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities; 

-- Level 2 - inputs, other than quoted prices included within Level 1, that are observable for the asset or liability either directly (as prices) or indirectly (derived from prices); and

-- Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following table sets out the fair value of all financial assets and liabilities that are measured at fair value:

 
                                    Level 1  Level 2  Level 3   Total 
                                      $'000    $'000    $'000   $'000 
Assets measured at fair value 
Designated as hedging instruments 
Cross currency interest rate 
 swaps                                    -   14,707        -  14,707 
----------------------------------  -------  -------  -------  ------ 
                                          -   14,707        -  14,707 
----------------------------------  -------  -------  -------  ------ 
 
Liabilities measured at fair 
 value 
Designated as hedging instruments 
Cross currency interest rate 
 swaps                                    -        -        -       - 
 
At fair value through profit 
 or loss 
Deferred contingent consideration         -        -   55,198  55,198 
----------------------------------  -------  -------  -------  ------ 
                                          -        -   55,198  55,198 
----------------------------------  -------  -------  -------  ------ 
 
 

Summary of derivatives:

 
 
 
                                                                                  Amount 
                            Amount of        Related                        of financial        Related 
                            financial        amounts                  assets/liabilities        amounts 
                   assets/liabilities     not offset                        as presented     not offset 
                         as presented         in the     31 March                 in the         in the     31 March 
                       in the balance        balance         2019                balance        balance         2018 
                                sheet          sheet          Net                  sheet          sheet          Net 
                                $'000          $'000        $'000                  $'000          $'000        $'000 
 Derivative 
  financial 
  assets                       14,707              -       14,707                  2,104              -        2,104 
 Derivative 
  financial 
  liabilities                       -              -            -                 11,761              -       11,761 
--------------  ---------------------  -------------  -----------  ---------------------  -------------  ----------- 
 

All derivatives entered into by the Group are included in Level 2 of the fair value hierarchy and consist of cross currency interest rate swaps. The fair values of cross currency interest rate swaps are calculated at the present value of the estimated future cash flows based on the terms and maturity of each contract and using forward currency rates and market interest rates as applicable for a similar instrument at the measurement date. Fair values reflect the credit risk of the instrument and include, where appropriate, adjustments to take account of the credit risk of the Group entity and counterparty.

Deferred contingent consideration

Deferred contingent consideration is included in Level 3 of the fair value hierarchy. Details of movements in the period are included in Note 12. The deferred contingent consideration liability arises from acquisitions completed by the Group. The fair value is determined considering the expected payment, discounted to present value using a risk-adjusted discount rate. The expected payment is determined separately in respect of each individual earn out agreement taking into consideration the expected level of profitability of each acquisition. The provision for deferred contingent consideration is primarily in respect of acquisitions completed during 2017 and 2018.

The significant unobservable inputs are:

   --      forecasted weighted average EBIT growth rate 13% (2018: 24%); and 
   --      risk adjusted discount rate 0.02% - 2.75% (2018: 0.02% - 2.75%). 

Inter-relationship between significant unobservable inputs and fair value measurement:

The estimated fair value would increase/(decrease) if:

   --      the EBIT growth rate was higher/(lower); and 
   --      the risk adjusted discount rate was lower/(higher). 

For the fair value of deferred contingent consideration, a reasonable possible change to one of the significant unobservable inputs at 31 March 2019, holding the other inputs constant, would have the following effects:

 
                                                      Increase   Decrease 
                                                         $'000      $'000 
---------------------------------------------------  ---------  --------- 
Effect of change in assumption on income statement 
Annual EBIT growth rate (1% movement)                      220      (220) 
Risk-adjusted discount rate (1% movement)              (1,315)      1,371 
---------------------------------------------------  ---------  --------- 
 

Financial ratios

Financial covenants in our principal debt facilities are based on net debt to EBITDA being less than 3.5 times and EBITDA interest cover being greater than three times.

 
                                                           31 March 
                                           31 March 2019       2018 
                                                   Times      Times 
 Net debt to annualised EBITDA                      0.33       0.28 
 Annualised EBITDA interest cover                   24.1       20.2 
--------------------------------------  ----------------  --------- 
 

15. Dividends

The Board has proposed an interim dividend of 4.46 $ cent per share (2018 interim dividend: 4.25 $ cent) amounting to $11,097,000 (2018: $10,568,000). This dividend has not been provided for in the balance sheet at 31 March 2019 as there was no present obligation to pay the dividend at the reporting date. During the first half of the financial year, the final dividend for 2018 (11.75 $ cent per share) was paid, giving rise to a reduction in shareholders' funds of $29,223,735.

16. Foreign currency

The principal exchange rates used in translating sterling and euro balance sheets and income statements were as follows:

 
                                       31 March     31 March 
                                           2019         2018 
                                      $1=StgGBP    $1=StgGBP 
 Balance sheet (closing rate)            0.7640       0.7101 
 Income statement (average rate)         0.7725       0.7357 
 
                                     $1=EuroEUR   $1=EuroEUR 
 Balance sheet (closing rate)            0.8901       0.8116 
 Income statement (average rate)         0.8783       0.8310 
 
 

17. Related parties

The Group trades in the normal course of business with its joint venture undertakings. The aggregate value of these transactions is not material in the context of the Group's financial results.

Magir Limited, the Group's joint venture investment, has been classified as an asset held for sale at 31 March 2019. The Group has provided a loan to Magir, gross of interest, of StgGBP11,561,000 (2018: StgGBP11,181,000).

IAS 24 Related Party Disclosures requires the disclosure of compensation paid to the Group's key management personnel. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group. UDG Healthcare classifies directors, the Company Secretary and members of its executive team as key management personnel. This executive team is the body of senior executives that formulates business strategy along with the directors, follows through on the implementation of that strategy and directs and controls the activities of the Group on a day to day basis.

Key management personnel receive compensation in the form of short-term employee benefits, post-employment benefits and equity compensation benefits. Key management personnel received total compensation of $6,009,000 for the six months ended 31 March 2019 (2018: $6,347,000).

18. Changes in accounting policies

This note explains the impact of the adoption of IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts with Customers on the Group's financial statements and the new accounting policies that have been applied from 1 October 2018, where they are different to those applied and disclosed in the 2018 Annual Report.

New and amended standards and interpretations effective during 2019

IFRS 9 Financial Instruments

IFRS 9 replaced IAS 39 Financial Instruments: Recognition and Measurement. The standard sets out the requirements for the classification, measurement and derecognition of financial assets and financial liabilities, contains new rules for hedge accounting, and introduces a new model for impairment of financial assets. The Group has adopted IFRS 9 from 1 October 2018, with the practical expedients permitted under the standard. Comparatives for 2018 have not been restated.

The impact of adopting IFRS 9 on the condensed interim financial statements was not material for the Group and there were no adjustments to retained earnings on application at 1 October 2018. The main impact on accounting policies are outlined below.

Financial instrument classification

IFRS 9 largely retains the existing requirements for the classification and measurement of financial liabilities. The standard contains three primary measurement categories for financial assets: amortised cost; fair value through other comprehensive income; and fair value through profit or loss. Classification of financial assets is dependent on the entity's business model and the contractual cash flow characteristics of the financial asset. Investments in equity instruments are required to be measured at fair value through profit or loss with the irrevocable option at inception to present changes in fair value in other comprehensive income without future recycling on derecognition. The Group reviewed the classification of financial instruments at 1 October 2018 and determined the following classifications:

 
 
 Financial instruments              1 October 2018   IAS 39 classification             IFRS 9 classification 
                                             $'000 
 Financial assets 
 Trade and other receivables               318,339   Loans and receivables             Amortised cost 
 Derivative financial assets                 2,804   Fair value (hedge accounting)     Fair value (hedge accounting) 
 Cash and cash equivalents                 180,099   Loans and receivables             Amortised cost 
 Financial liabilities 
 Trade and other payables                  163,646   Amortised cost                    Amortised cost 
 Derivative financial 
 liabilities                                   319   Fair value (hedge accounting)     Fair value (hedge accounting) 
 Interest-bearing loans and 
 borrowings                                247,088   Amortised cost                    Amortised cost 
 Deferred contingent                                 Fair value through profit or      Fair value through profit or 
 consideration                              96,915   loss                              loss 
 

The classification requirements in IFRS 9 did not impact the measurement or carrying amount of financial assets and liabilities.

Impairment of financial assets

The Group adopted a new impairment model for financial assets classified at amortised cost, which requires the recognition of provisions for impairment based on expected credit losses rather than only on incurred credit losses under the previous standard. For trade receivables, the Group applies the simplified approach in IFRS 9 to measure expected credit losses using a lifetime expected credit loss provision. The change in the impairment methodology from adopting IFRS 9 did not result in a material change in the Group's allowance for impairment at 1 October 2018.

Hedge accounting

The Group adopted the new general hedge accounting model in IFRS 9. The standard simplifies the requirements for hedge effectiveness. IFRS 9 requires an economic relationship between the hedged item and hedging instrument, and for the 'hedged ratio' to be the same as the one that the Group uses for risk management purposes. The Group's hedge documentation has been updated in line with the new standard and the Group concluded that the existing hedge relationships qualified as continuing hedges on adoption of IFRS 9.

IFRS 15 Revenue from Contracts with Customers

IFRS 15 replaced IAS 18 Revenue, IAS 11 Construction Contracts, and related interpretations. IFRS 15 establishes a five-step model for reporting revenue recognition. The standard specifies how and when revenue should be recognised as well as requiring enhanced disclosures.

Accounting policy

Revenue is recognised for identified contracts with customers. The Group assesses the contracts to determine the transaction price and performance obligations to be delivered to the customer under the contract. The Group recognises revenue in the amount of the transaction price expected to be received for goods and services supplied at a point in time or over time as the contractual performance obligations are satisfied and control passes to the customer. Revenue is recognised when a customer obtains control of a good or service and therefore has the ability to direct the use and obtain the benefits from the good or service. Revenue is recognised over time where i) there is a continuous transfer of control to the customer; or ii) there is no alternative use for any asset created and there is an enforceable right to payment for performance completed to date. Other revenue contracts are recognised at a point in time when control of the good or service transfers to the customer.

Where the contractual performance obligations are satisfied over time and revenue is recognised over time, the Group recognises revenue by reference to the point of completion of the performance obligations consistent with the previous accounting policy. The primary method of estimating point of completion of over time revenue contracts is the input method of cost incurred over total cost to complete the revenue contract.

If the consideration in a revenue contract includes a variable amount (including volume rebates), the Group estimates the amount of consideration to which it will be entitled in exchange for transferring the goods to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved. In some of the Group's revenue contracts, the Group receives short-term advances from its customers. Using the practical expedient in IFRS 15, the Group does not adjust the promised amount of consideration for the effects of a significant financing component if it expects, at contract inception, that the period between the transfer of the promised good or service to the customer and when the customer pays for that good or service will be one year or less.

The Group has changed the presentation of certain balances in the balance sheet to reflect the terminology of IFRS 15.

Contract assets: A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Group performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional. Contract assets are presented within trade and other receivables on the Group Balance Sheet. Amounts previously classified as accrued income are now classified as contract assets.

Contract liabilities: A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Group performs under the contract. Contract liabilities are presented within trade and other payables on the Group Balance Sheet. Amounts previously classified as deferred income are now classified as contract liabilities.

Contract fulfilment assets: For certain contracts, the Group incurs costs necessary to fulfil obligations under a contract once it is obtained but before transferring goods or services to the customer. Costs to fulfil a contract are recognised on the Group Balance Sheet where the costs relate directly to a contract, generate or enhance Group resources that will be used in satisfying future performance obligations, and the costs are expected to be recovered. Contract fulfilment assets are amortised to cost of sales on a systematic basis, consistent with the pattern of transfer of the goods or services to which the asset relates.

Implementation of IFRS 15

IFRS 15 was adopted by the Group on 1 October 2018 using the modified retrospective approach which permitted the Group to apply the new standard from 1 October 2018 with an adjustment to the opening balance of retained earnings at 1 October 2018 for the cumulative effect of applying the new standard to existing contracts that were not completed contracts on transition. The cumulative impact on opening retained earnings was a net increase of $3,822,000. The impact of adopting the new standard on the Group Balance Sheet as at 1 October 2018 is outlined as follows:

 
                                                                         1 October 
                                      30 September 2018        IFRS 15        2018 
                                    Previously reported    Adjustments    Adjusted 
                                                  $'000          $'000       $'000 
--------------------------------  ---------------------  -------------  ---------- 
 Non-Current assets 
 Contract fulfilment assets                           -          2,852       2,852 
 Deferred income tax assets                       5,272            406       5,678 
 Current assets 
 Inventories                                     31,248       (12,846)      18,402 
 Trade and other receivables(i)                 347,192         16,271     363,463 
 Contract fulfilment assets                           -          4,153       4,153 
 

(i) Impact relates to contract assets and contract fulfilment assets

 
                                                                          1 October 
                                       30 September 2018        IFRS 15        2018 
                                     Previously reported    Adjustments    Adjusted 
                                                   $'000          $'000       $'000 
---------------------------------  ---------------------  -------------  ---------- 
 Equity 
 Retained earnings                               808,647          3,822     812,469 
 Non-current liabilities 
 Other payables(ii)                                5,451          2,900       8,351 
 Deferred income tax liabilities                  45,225          1,180      46,405 
 Current liabilities 
 Trade and other payables(ii)                    225,526          2,934     228,460 
---------------------------------  ---------------------  -------------  ---------- 
 

(ii) Impact relates to contract liabilities

The most significant impact of the new standard relates to revenue recognition for packaging contracts in Sharp. Previously, revenue from packaging contracts were recognised primarily on dispatch of products. Under IFRS 15, where the Group produces products for customers that have no alternative use and for which the Group has concluded there is an enforceable right to payment for performance completed to date, the standard requires the Group to recognise revenue over time as the Group satisfies the contractual performance obligations. This can have the effect of accelerating the timing of revenue recognition from these contracts, such that some portion of revenue may be recognised prior to shipment or delivery of products by Sharp. This resulted in a decrease in inventory on the date of adoption for the products where revenue is recognised over time. The Group recognised contract assets on the Balance Sheet (within trade and other receivables) for the amounts of revenue recognised prior to dispatch which had not yet been invoiced to the customer.

The Group recognised contract fulfilments assets for certain direct costs related to contracts prior to commencement of services in the contract. Previously, such costs were expensed as incurred. IFRS 15 resulted in the deferral of some set-up fee revenue that are presented as contract liabilities (within trade and other payables), which the Group recognises as revenue over time as the performance obligations in the contracts are satisfied.

The prior period results and financial position as reported under the previous standard have not been restated. The impact of the adoption of the new revenue standard on the Group's condensed consolidated interim financial information is outlined on the following table.

 
                                           Six months ended 31 March 2019 
                                     ------------------------------------------ 
                                                     IFRS 15 impact of adoption   Balances without adoption of IFRS 15 
                                       As reported                        $'000                                  $'000 
                                             $'000 
-----------------------------------  -------------  ---------------------------  ------------------------------------- 
 Condensed consolidated income 
 statement 
 Revenue                                   656,639                        2,150                                658,789 
 Cost of sales                           (478,765)                          490                              (478,275) 
 Gross profit                              177,874                        2,640                                180,514 
 Administration expenses                  (11,384)                           50                               (11,334) 
 Operating profit                           49,238                        2,690                                 51,928 
 Profit before tax                          45,472                        2,690                                 48,162 
 Income tax expense                        (7,324)                        (479)                                (7,803) 
 Profit for the financial period 
  before exceptional items                  38,148                        2,211                                 40,359 
 Exceptional items                        (14,955)                            -                               (14,955) 
 Profit for the financial period 
  after exceptional items                   23,193                        2,211                                 25,404 
 Profit attributable to owners of 
  the parent                                23,189                        2,211                                 25,400 
 
 Basic earnings per share - cent              9.32                         0.89                                  10.21 
 Diluted earnings per share - cent            9.27                         0.89                                  10.16 
-----------------------------------  -------------  ---------------------------  ------------------------------------- 
 Condensed consolidated statement 
 of comprehensive income 
 Profit for the financial period            23,193                        2,211                                 25,404 
 Total comprehensive income for the 
  period                                    29,528                        2,211                                 31,739 
 Total comprehensive income 
  attributable to owners of the 
  parent                                    29,524                        2,211                                 31,735 
-----------------------------------  -------------  ---------------------------  ------------------------------------- 
 
 
 
                                           Six months ended 31 March 2019 
                                     ------------------------------------------ 
                                                     IFRS 15 impact of adoption   Balances without adoption of IFRS 15 
                                       As reported                        $'000                                  $'000 
                                             $'000 
-----------------------------------  -------------  ---------------------------  ------------------------------------- 
 Condensed consolidated balance 
 sheet 
 Non-current assets 
 Contract fulfilment assets                  3,870                      (3,870)                                      - 
 Deferred income tax assets                  5,885                        (406)                                  5,479 
 Current assets 
 Inventories                                26,314                       12,986                                 39,300 
 Trade and other receivables(i)            375,210                     (15,002)                                360,208 
 Contract fulfilment assets                  3,538                      (3,538)                                      - 
 Equity 
 Retained earnings                         805,182                      (1,611)                                803,571 
 Non-current liabilities 
 Other payables(ii)                         16,994                      (4,124)                                 12,870 
 Deferred income tax liabilities            42,694                      (1,180)                                 41,514 
 Current liabilities 
 Trade and other payables(ii)              258,175                      (3,394)                                254,781 
 Current income tax liabilities             14,868                          479                                 15,347 
-----------------------------------  -------------  ---------------------------  ------------------------------------- 
 
 

(i) Impact relates to contract assets and contract fulfilment assets

(ii) Impact relates to contract liabilities

There was no impact on non-controlling interests. The impact on the foreign currency translation reserve and other comprehensive income was not material as the majority of the IFRS 15 impact related to the Group's US operations which report in US dollars, the presentation currency of the Group. There was no impact on cash generated from operations.

New and amended standards and interpretations issued but not yet effective or early adopted

A number of new standards and amendments to standards and interpretations are effective for annual reporting periods beginning after 1 October 2019, and have not been applied in preparing these financial statements. These standards and amendments have not been early adopted and they do not have an effect on the financial information contained in these interim financial statements. They will be more fully discussed in our annual report for 2019. The standard which is most relevant for the Group is:

IFRS 16 Leases (EU Endorsed)

IFRS 16 Leases addresses the definition of a lease, recognition and measurement of leases, and disclosure requirements for leases. The standard replaces IAS 17 Leases and related interpretations, and is effective for the Group in the financial year commencing on 1 October 2019. A key change arising from IFRS 16 is that most operating leases will be recognised on the balance sheet for lessees. The Group's total non-cancellable operating lease commitments at 31 March 2019 amount to $123,018,000 (2018: $127,055,000). The Group is currently assessing the impact of this new standard. A number of factors impact the calculation of the lease liability, such as the discount rate, the expected term of leases including renewal options and exemptions for short-term leases and low-value items. The Group's operating lease commitments outlined above provide an indication of the extent of leases currently in the Group. However, for the reasons highlighted above, this amount should not be used as a proxy for the impact of IFRS 16 on the Group Balance Sheet. The Group will continue to assess its portfolio of leases to calculate the impending impact of transition to the new standard.

19. Events after the balance sheet date

Business disposal settlement

In April 2019, the Group settled a claim from McKesson arising from its purchase of United Drug from the Group in 2016. This resulted in an exceptional charge in the interim period of $14,410,000 which was recognised as an adjusting event after the 31 March 2019 balance sheet (Note 5).

Acquisition of Putnam Associates ("Putnam")

The Group completed the acquisition of Putnam in May 2019 for consideration of up to $88.6 million comprising initial consideration of $60.0 million and an additional contingent consideration of up to $20.1 million over three years, and a further five year contingent consideration of $8.5 million. Putnam is a US-based specialist consultancy focused on product commercialisation strategy, exclusively for the life sciences industry. Putnam primarily offers consultancy services across the product life cycle with particular strengths in product commercialisation, pricing, reimbursement, and market access strategy. The consultancy recorded adjusted operating profit in its year ending 31 December 2018 of approximately $8 million and employs approximately 120 people. Putnam will further enhance Ashfield's advisory services offering.

Acquisition of Incisive Health

In May 2019, the Group completed the acquisition of Incisive Health, a UK-based healthcare communications consultancy for consideration of up to $17.7 million. This includes initial consideration of $10.4 million, with contingent consideration of up to $7.3 million payable over three years, based on the achievement of certain profit targets. Incisive Health employs approximately 36 people across its offices in London and Brussels, specialising in healthcare policy, public affairs and communications services. Incisive Health will be reported in the Group's Ashfield segment.

Due to the short time frame between completion date and the date of issuance of this report, an initial assignment of fair values to identifiable assets and liabilities acquired has not been completed.

20. Board approval

This interim report was approved by the Board of Directors of UDG Healthcare plc on 20 May 2019.

Additional Information

Key performance indicators and non-IFRS performance measures

The Group reports certain financial measurements that are not required under International Financial Reporting Standards (IFRS) which represent the generally accepted accounting principles (GAAP) under which the Group reports. The Group believes that the presentation of these non-IFRS measurements provides useful supplemental information which, when viewed in conjunction with IFRS financial information, provides stakeholders with a more meaningful understanding of the underlying financial and operating performance of the Group and its divisions. These measurements are also used internally to evaluate the historical and planned future performance of the Group's operations and to measure executive management's performance based remuneration.

None of the non-IFRS measurements should be considered as an alternative to financial measures derived in accordance with IFRS. The non-IFRS measurements can have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of results as reported under IFRS. The principal non-IFRS measurements used by the Group, together with reconciliations where the non-IFRS measures are not readily identifiable from the Financial Statements, are set out below.

Following the adoption of IFRS 15 Revenue from Contracts with Customers on 1 October 2018, the Group's statutory results for the six months ended 31 March 2019 are presented on an IFRS 15 basis, whereas the Group's statutory results for the comparative period ended 31 March 2018 are presented on an IAS 18 basis as previously reported. For the comparisons between the two bases of reporting to be considered more meaningful, the Group have presented the alternative performance measurements below under both bases.

Net revenue

Definition

This comprises of revenue as reported in the Group Income Statement, adjusted for revenue associated with pass-through costs for which the Group does not earn a margin.

 
                                                  IFRS15        IAS18 
                                              Six months   Six months  Six months 
                                                   ended        ended       ended 
                                                31 March     31 March    31 March 
                                                    2019         2019        2018 
             Calculation                           $'000        $'000       $'000 
------------------------  -----------------  -----------  -----------  ---------- 
Revenue                   Income Statement       656,639      656,639     675,307 
Revenue - IFRS15 impact   Note 18                      -        2,150           - 
Pass - through revenue                         (110,474)    (110,474)   (106,634) 
-------------------------------------------  -----------  -----------  ---------- 
Net revenue                                      546,165      548,315     568,673 
-------------------------------------------  -----------  -----------  ---------- 
 

Adjusted operating profit

Definition

This comprises of operating profit as reported in the Group Income Statement before amortisation of acquired intangible assets, transaction costs and exceptional items (if any).

 
                                                              IFRS15        IAS18 
                                                          Six months   Six months  Six months 
                                                               ended        ended       ended 
                                                            31 March     31 March    31 March 
                                                                2019         2019        2018 
                         Calculation                           $'000        $'000       $'000 
------------------------------------  -----------------  -----------  -----------  ---------- 
Operating profit                      Income Statement        34,074       34,074       2,440 
Operating profit - IFRS15 impact      Note 18                      -        2,690           - 
Transaction costs                     Income Statement           813          813         974 
Amortisation of acquired intangible 
 assets                               Note 9                  15,551       15,551      15,238 
Exceptional items                     Note 5                  15,164       15,164      48,703 
------------------------------------  -----------------  -----------  -----------  ---------- 
Adjusted operating profit                                     65,602       68,292      67,355 
-------------------------------------------------------  -----------  -----------  ---------- 
 

Key performance indicators and non-IFRS performance measures

Adjusted profit before tax

Definition

This comprises of profit before tax as reported in the Group Income Statement before amortisation of acquired intangible assets, transaction costs and exceptional items (if any).

 
                                                              IFRS15        IAS18 
                                                          Six months   Six months  Six months 
                                                               ended        ended       ended 
                                                            31 March     31 March    31 March 
                                                                2019         2019        2018 
 Calculation                                                   $'000        $'000       $'000 
------------------------------------  -----------------  -----------  -----------  ---------- 
Profit before tax                     Income Statement        30,308       30,308       1,747 
Profit before tax - IFRS15 
 impact                               Note 18                      -        2,690           - 
Transaction costs                     Income Statement           813          813         974 
Amortisation of acquired intangible 
 assets                               Note 9                  15,551       15,551      15,238 
Exceptional items                     Note 5                  15,164       15,164      45,234 
------------------------------------  -----------------  -----------  -----------  ---------- 
Adjusted profit before tax                                    61,836       64,526      63,193 
-------------------------------------------------------  -----------  -----------  ---------- 
 

Adjusted operating margin

Definition

Measures the adjusted operating profit as a percentage of revenue.

 
                                                     IFRS15        IAS18 
                                                 Six months   Six months  Six months 
                                                      ended        ended       ended 
                                                   31 March     31 March    31 March 
                                                       2019         2019        2018 
               Calculation                            $'000        $'000       $'000 
--------------------------  ------------------  -----------  -----------  ---------- 
Adjusted operating profit       Per above            65,602       68,292      67,355 
                            Income Statement/ 
Revenue                           Note 18           656,639      658,789     675,307 
--------------------------  ------------------  -----------  -----------  ---------- 
Adjusted operating margin                             10.0%        10.4%       10.0% 
----------------------------------------------  -----------  -----------  ---------- 
 

Adjusted net operating margin

Definition

Measures the adjusted operating profit as a percentage of net revenue.

 
                                             IFRS15        IAS18 
                                         Six months   Six months  Six months 
                                              ended        ended       ended 
                                           31 March     31 March    31 March 
                                               2019         2019        2018 
               Calculation                    $'000        $'000       $'000 
--------------------------  ----------  -----------  -----------  ---------- 
Adjusted operating profit   Per above        65,602       68,292      67,355 
Net revenue                 Per above       546,165      548,315     568,673 
--------------------------  ----------  -----------  -----------  ---------- 
Net operating margin                          12.0%        12.5%       11.8% 
--------------------------------------  -----------  -----------  ---------- 
 

Key performance indicators and non-IFRS performance measures

Adjusted effective tax rate

Definition

The Group adjusted effective tax rate expresses the income tax expense adjusted for the tax impact of exceptional items, transaction costs and the amortisation of acquired intangible assets as a percentage of adjusted profit before tax.

 
                                                                        Six months  Six months 
                                                                             ended       ended 
                                                                          31 March    31 March 
                                                                              2019        2018 
                    Calculation                                              $'000       $'000 
---------------------------------------------------  -----------------  ----------  ---------- 
Tax charge                                           Income Statement        7,115         580 
Tax relief with respect to transaction costs                                    40          79 
Deferred tax credit with respect to acquired 
 intangible amortisation                                                     3,642       3,357 
Tax relief with respect to exceptional items         Note 5                    209     (1,032) 
Deferred tax credit associated with the US 
 Tax Cuts and Jobs Act                               Note 5                      -       9,715 
---------------------------------------------------  -----------------  ----------  ---------- 
Income tax expense before exceptional, transaction 
 costs and deferred tax attaching to amortisation 
 of acquired intangible assets                                              11,006      12,699 
----------------------------------------------------------------------  ----------  ---------- 
Adjusted profit before tax                           Per above              61,836      63,193 
Adjusted effective tax rate                                                  17.8%       20.1% 
----------------------------------------------------------------------  ----------  ---------- 
 

Return on capital employed (ROCE)

Definition

ROCE is the adjusted operating profit expressed as a percentage of the Group's net assets employed. Net assets employed is the average of the opening and closing net assets in the year excluding net debt adjusted for the historical amortisation of acquired intangible assets and restructuring charges.

 
                                                         IFRS15      IAS18 
                                                          As at      As at       As at 
                                                       31 March   31 March    31 March 
                                                           2019       2019        2018 
                         Calculation                      $'000      $'000       $'000 
------------------------------------  --------------  ---------  ---------  ---------- 
Net assets                            Balance Sheet     892,675    892,675     875,524 
Net assets - IFRS 15 impact           Note 18                 -    (1,611)           - 
------------------------------------  --------------  ---------  ---------  ---------- 
Net assets                                              892,675    891,064     875,524 
Net debt                              Note 11            56,781     56,781      46,597 
------------------------------------  --------------  ---------  ---------  ---------- 
Assets before net debt                                  949,456    947,845     922,121 
Cumulative intangible amortisation                      197,173    197,173     201,525 
Cumulative restructuring costs                           25,714     25,714      93,655 
----------------------------------------------------  ---------  ---------  ---------- 
Total capital employed                                1,172,343  1,170,732   1,217,301 
----------------------------------------------------  ---------  ---------  ---------- 
 
Average total capital employed                        1,194,822  1,194,017   1,069,862 
Rolling 12 month adjusted operating 
 profit                                                 145,753    148,443     137,861 
----------------------------------------------------  ---------  ---------  ---------- 
Return on capital employed                                12.2%      12.4%       12.9% 
----------------------------------------------------  ---------  ---------  ---------- 
 

Key performance indicators and non-IFRS performance measures

Adjusted and annualised EBITDA

Definition

Adjusted EBITDA is used internally for performance management and is also a useful supplemental measure for external stakeholders. Adjusted EBITDA is adjusted operating profit (operating profit before amortisation of acquired intangible assets, transaction costs and exceptional items) before depreciation, share-based payment expense, amortisation of computer software, the share of joint venture (loss)/profits and profit/(loss) on disposal of property, plant and equipment.

The annualised EBITDA used for debt covenant compliance purposes, amends adjusted EBITDA to include the annualisation of the EBITDA for acquisitions and exclude share-based payment expense, transaction costs and the EBITDA of completed disposals.

 
                                                                            IFRS15 
                                                                         12 months             12 months 
                                          IFRS15      IAS18                  ended                 ended 
                                                                                        IAS18 
                                        6 months   6 months   6 months               12months 
                                           ended      ended      ended    31 March      ended   31 March 
                                        31 March   31 March   31 March               31 March 
                                            2019       2019       2018        2019       2019       2018 
                          Calculation      $'000      $'000      $'000       $'000      $'000      $'000 
-------------------------------------  ---------  ---------  ---------  ----------  ---------  --------- 
Operating profit                          34,074     34,074      2,440      37,135     37,135     58,847 
Operating profit - IFRS 15 
 impact                                        -      2,690          -           -      2,690          - 
Exceptional items                         15,164     15,164     48,703      75,091     75,091     48,703 
Transaction costs                            813        813        974       2,213      2,213      3,250 
Amortisation of acquired intangible 
 assets                                   15,551     15,551     15,238      31,314     31,314     27,061 
-------------------------------------  ---------  ---------  ---------  ----------  ---------  --------- 
Adjusted operating profit                 65,602     68,292     67,355     145,753    148,443    137,861 
Share-based payment expense                2,521      2,521      2,563       5,027      5,027      4,477 
Depreciation                              11,764     11,764     12,028      24,213     24,213     23,321 
Amortisation of computer software          3,657      3,657      2,615       7,078      7,078      4,699 
Joint venture profit share                   418        418      (137)       (403)      (403)      (365) 
Profit on disposal of property, 
 plant and equipment                       (678)      (678)      (274)       (744)      (744)      (254) 
Adjusted EBITDA                           83,284     85,974     84,150     180,924    183,614    169,739 
Share-based payment expense                                                (5,027)    (5,027)    (4,477) 
Transaction costs                                                          (2,213)    (2,213)    (3,250) 
EBITDA of completed disposals                                              (1,138)    (1,138)          - 
Annualised EBITDA of acquisitions(1)                                         2,026      2,026      5,700 
-------------------------------------  ---------  ---------  ---------  ----------  ---------  --------- 
Annualised EBITDA                                                          174,572    177,262    167,712 
-------------------------------------  ---------  ---------  ---------  ----------  ---------  --------- 
 

(1) Includes EBITDA for acquisitions which were not part of the Group for the full financial year.

Financial ratios

Definition

The net debt to EBITDA and EBITDA interest cover ratios disclosed are calculated using annualised EBITDA and adjusted net finance expense (net finance expense excluding interest on pension scheme obligations and the unwinding of discount on provisions, see Note 6). Net debt represents the net total of current and non-current borrowings, current and non-current derivative financial instruments and cash and cash equivalents as presented in the Group Balance Sheet and is calculated in Note 11.

Key performance indicators and non-IFRS performance measures

Constant currency

Definition

The translation of foreign denominated earnings can be impacted by movements in foreign exchange rates versus US dollars, the Group's presentation currency. In order to present a better reflection of underlying performance in the year, the Group retranslates foreign denominated prior year earnings at current year exchange rates.

 
                                                             IFRS15         IAS18 
                                                         Six months    Six months 
                                                              ended      ended 31    Six months 
                                                           31 March    March 2019      ended 31 
                                                               2019                  March 2018 
 
 Revenue - constant currency                                  $'000         $'000         $'000 
 Revenue                                                    656,639       658,789       675,307 
Currency impact                                                   -             -      (17,848) 
Revenue - constant currency                                 656,639       658,789       657,459 
Revenue - constant currency increase on H1 
 2018                                                         (820)         1,330 
Revenue - constant currency increase on H1 
 2018 %                                                        (0%)            0% 
 
 Revenue - constant currency - excluding Aquilant             $'000         $'000         $'000 
 Revenue                                                    656,639       658,789       621,390 
Currency impact                                                   -             -      (15,148) 
Revenue - constant currency                                 656,639       658,789       606,242 
Revenue - constant currency increase on H1 
 2018                                                        50,397        52,547 
Revenue - constant currency increase on H1 
 2018 %                                                          8%            9% 
 
  Net revenue - constant currency                             $'000         $'000         $'000 
 Net revenue                                                546,165       548,315       568,673 
Currency impact                                                   -             -      (15,553) 
Revenue - constant currency                                 546,165       548,315       553,120 
Revenue - constant currency increase on H1 
 2018                                                       (6,955)       (4,805) 
Revenue - constant currency increase on H1 
 2018 %                                                        (1%)          (1%) 
 
 Net Revenue - constant currency - excluding 
  Aquilant                                                    $'000         $'000         $'000 
 Net revenue                                                546,165       548,315       514,756 
Currency impact                                                   -             -      (12,853) 
Net revenue - constant currency                             546,165       548,315       501,903 
Net revenue - constant currency increase on 
 H1 2018                                                     44,262        46,412 
Net revenue - constant currency increase on 
 H1 2018                                                         9%            9% 
 
 Adjusted operating profit - constant currency                $'000         $'000         $'000 
 Adjusted operating profit                                   65,602        68,292        67,355 
Currency impact                                                   -             -       (1,136) 
Adjusted operating profit - constant currency                65,602        68,292        66,219 
Adjusted operating profit - constant currency 
 increase on 2018                                             (617)         2,073 
Adjusted operating profit - constant currency 
 increase on 2018 %                                            (1%)            3% 
 
 
 
 
                                                             IFRS15 
 Key performance indicators and non-IFRS performance     Six months         IAS18 
  measures                                                    ended    Six months    Six months 
                                                           31 March      ended 31      ended 31 
  Constant currency (continued)                                2019    March 2019    March 2018 
 Adjusted operating profit - constant currency 
  - excluding Aquilant                                        $'000         $'000         $'000 
 Adjusted operating profit                                   65,602        68,292        64,488 
Currency impact                                                   -             -         (998) 
Adjusted operating profit - constant currency                65,602        68,292        63,490 
Adjusted operating profit - constant currency 
 increase on 2018                                             2,112         4,802 
Adjusted operating profit - constant currency 
 increase on 2018 %                                              3%            8% 
 
  Adjusted profit before tax - constant currency 
 Adjusted profit before tax                                  61,836        64,526        63,193 
Currency impact                                                   -             -       (1,011) 
Adjusted profit before tax - constant currency               61,836        64,526        62,182 
Adjusted profit before tax - constant currency 
 increase on 2018                                             (346)         2,344 
Adjusted profit before tax - constant currency 
 increase on 2018 %                                            (1%)            4% 
 
 Adjusted diluted earnings per share ('EPS') 
  - constant currency                                         $'000         $'000         $'000 
 Adjusted profit attributable to owners of 
  the parent                                                 50,826        53,037        50,417 
Currency impact                                                   -             -         (745) 
Adjusted profit attributable to owners of 
 the parent - constant currency                              50,826        53,037        49,672 
Weighted average number of shares used in 
 diluted EPS calculation                                250,069,757   250,069,757   249,658,841 
 Adjusted diluted EPS - constant currency (cent)              20.32         21.21         19.90 
 Adjusted diluted EPS - constant currency increase 
  on 2018 (cent)                                               0.43          1.31 
Adjusted diluted EPS - constant currency increase 
 on 2018 %                                                       2%            7% 
 
 

The dividend per share constant currency increase on 2018 percentage disclosed is the same as actual percentage increase

in dividend per share as this is based on the disclosed US dollars dividend per share.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

IR GMGZKGGFGLZZ

(END) Dow Jones Newswires

May 21, 2019 02:01 ET (06:01 GMT)

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