30 July
2024
Interim Results for the six
months ended 30 June 2024
Strong broad-based revenue
growth and further strategic progress
Confirming full year and
medium-term guidance
Strong broad-based organic revenue growth of
6.6%1:
·
AWC2: 6.7%1 with very good
growth in Aquacel Ag+ ExtraTM and
InnovaMatrix®, continued challenges in China
·
OC2: 4.9%1 with good growth
in Convatec products driven by double-digit growth in soft convex
portfolio
·
CC2: 8.2%1 with strong
volume growth and price increases in the USA supported by
international growth
·
IC2: 7.3%1 with ongoing
strong demand for our innovative infusion sets as we diversify our
customer base
·
Reported revenue growth was 5.5% and constant
currency3 revenue growth was 5.9%
Further strategic progress
·
Innovation pipeline is delivering with new
launches starting to grow segment shares:
o InnovaMatrix® grew strongly and recent Real-World
Evidence demonstrates efficacy of the product
o ConvaFoamTM continued to win more than 50% of
customer product evaluations in the USA
o Esteem BodyTM launch is progressing well with a
significant step up in new patient starts
o GentleCathTM Air for Women, which launched in
France, is growing share in the female compact segment
o Strong demand for Extended Wear Infusion sets for Medtronic's
780G pump and our other innovative infusion sets for Tandem's Mobi
pump, Beta Bionic's iLet pump, Ypsomed's YpsoPump and AbbVie's
Produodopa Parkinson's therapy in Japan and Europe
·
Simplification and Productivity is progressing
well:
o Operations automation, plant network optimisation and
continuous improvement projects added 50bps to adjusted operating
margin
o G&A expenses reduced to 7.5% of sales (H1'23: 8.2%), due
to expanded scope of Global Business Services and further
standardisation of processes
Improving profitability and cash
·
Adjusted operating profit was $222.8m (H1'23:
$214.1m) up 8.2% on a constant currency basis. Reported operating
profit was $149.2m (H1'23: $123.4m)
·
Adjusted operating margin was 20.0% (H1'23:
20.3%) and 20.7% on a constant currency basis. Price, mix and cost
efficiencies more than offset inflation
·
Free cash flow to equity was $57m (H1'23: $10m),
up $47m, following improvements in working capital efficiency and
capex investments to drive growth
Confirming 2024 and medium-term guidance
·
2024: organic revenue growth of 5-7%, now
expected to be in the upper half of the range, adjusted operating
profit margin of at least 21.0% on constant currency basis and
double-digit growth in adjusted EPS and free cash flow to
equity
·
Medium-term: expect 5-7% organic revenue growth
p.a., margin expansion to mid-20s in 2026 or 2027 and to achieve
double-digit compound annual growth in adjusted EPS and free cash
flow to equity
Karim Bitar, Chief Executive Officer,
commented:
"The Group's performance during
the first half demonstrated the improving strength of our business
- showing broad-based growth across all four categories. Our
pipeline of innovative new products is beginning to deliver growth
in segment share and we made further
progress improving our profitability. We are pleased with
this performance and are confident of delivering another year of
strong revenue growth and further progress on profit and
cashflow.
"We are focused on further
strengthening the business as we continue to execute our FISBE 2.0
strategy. We remain confident of delivering our medium-term
targets of 5-7% organic revenue growth p.a., expansion of the
operating margin to the mid-20s in 2026 or 2027 and double-digit
compound annual growth in adjusted EPS and free cash flow to
equity."
Key financial highlights
|
Reported
results
|
Adjusted3
results
|
|
H1 2024
|
H1 2023
|
Change
|
H1 2024
|
H1 2023
|
Change
|
CC
Change3
|
Revenue
|
$1113m
|
$1055m
|
5.5%
|
$1113m
|
$1055m
|
5.5%
|
5.9%
|
Operating profit
|
$149.2m
|
$123.4
|
20.9%
|
$222.8m
|
$214.1m
|
4.1%
|
8.2%
|
Operating profit margin
|
13.4%
|
11.7%
|
170bps
|
20.0%
|
20.3%
|
(30)bps
|
40bps
|
Diluted earnings per
share
|
3.8
cents
|
2.7
cents
|
40.7%
|
6.8
cents
|
6.8
cents
|
(0.2)%
|
4.5%
|
Dividend per share
|
1.822
|
1.769
|
3.0%
|
|
|
|
|
·
Adjusted3 diluted EPS 6.8 cents was
broadly flat, up 4.5% on a constant currency basis, with operating
profit growth offset by the higher adjusted net finance
expenses. Reported diluted EPS rose 40.7% to 3.8
cents.
·
Net debt3 of $1,234 million, leverage
was 2.3x net debt3/adjusted EBITDA3 (H1'23:
2.5x and FY'23: 2.1x)
·
Interim dividend of 1.822 cents declared - a 3%
increase (H1'23: 1.769 cents)
Update on InnovaMatrix
InnovaMatrix is our innovative and
proprietary mammalian placental extra cellular matrix for the
treatment of chronic, surgical and trauma wounds.
InnovaMatrix saw strong double-digit growth during the first half
and accounted for 4% of Group revenue.
InnovaMatrix has a strong
scientific and clinical profile therefore we expect to achieve
broad reimbursement coverage with both Medicare and private payors
in the future. This is based on positive feedback from many
of the c.2000 physicians and nurses using the product and the
strong clinical performance demonstrated in the recent Real-World
Evidence (RWE) study (see page 4).
As highlighted at the trading
update in May, the Medicare Administrative Contractors published a
draft Local Coverage Determination (LCD) proposal, which is
currently under consideration following a consultation
period. The outcome is uncertain but as currently
drafted it could, for a period of time, lead to a curtailment of
Medicare coverage of InnovaMatrix for diabetic foot ulcers (DFU)
and venous leg ulcers (VLU). Year to date we have seen no
impact from the publication and there is a reasonable probability
that the draft LCD proposal will be modified and/or
delayed.
In H1'24, approximately 20% of
InnovaMatrix's revenue was in indications or points of care not
impacted by the draft LCD proposal. In H2'24 we will grow sales
further in these other indications, we will start launching
InnovaMatrix outside of the USA, and we have recently initiated
randomised control trials (RCTs) in VLU and DFU.
We remain confident of the
quality, safety and efficacy of InnovaMatrix, the positive impact
on the lives of patients and the strong contribution it will make
to Convatec's growth going forward.
(1) Organic growth presents period over period growth at
constant currency, adjusted for the acquisitions in Continence Care
in 2023 and residual revenue following the exit of hospital care
and related industrial sales
(2) AWC is Advanced Wound Care; OC is Ostomy Care; CC is
Continence Care and IC is Infusion Care
(3) Certain financial measures in this document, including
adjusted results above, are not prepared in accordance with
International Financial Reporting Standards (IFRS). All adjusted
measures are reconciled to the most directly comparable measure
prepared in accordance with IFRS in the Non-IFRS Financial
Information below (pages 14 to 18)
(4) Biologics segment as defined and calculated by
SmartTRAK
Contacts
Analysts &
Investors
|
Sheebani Chothani, Director,
Investor Relations
|
+44 (0)7805
011046
ir@convatec.com
|
Media
|
Buchanan: Charles Ryland / Chris
Lane
|
+44 (0)207 466 5000
mediarelations@convatec.com
|
Investor and analyst presentation
The results presentation will be
held in person at UBS, 5 Broadgate Circle, London, EC2M 2QS at 9am
(UK time). The event will be simultaneously webcast and the
link can be found
here.
The full text of this announcement
and the presentation for the analyst and investors meeting can be
found on the 'Results, Reports & Presentations' page of the
Convatec website www.convatecgroup.com/investors/reports.
About Convatec
Pioneering trusted medical solutions to improve the lives we
touch: Convatec is a global medical
products and technologies company, focused on solutions for the
management of chronic conditions, with leading positions in
advanced wound care, ostomy care, continence care and infusion
care. With around 10,000 colleagues, we provide our products and
services in almost 100 countries, united by a promise to be forever
caring. Our solutions provide a range of benefits, from infection
prevention and protection of at-risk skin, to improved patient
outcomes and reduced care costs. Convatec revenue in 2023 were over
$2 billion. The company is a constituent of the FTSE 100 Index
(LSE:CTEC). To learn more about Convatec, please visit
http://www.convatecgroup.com
Forward Looking
Statements
This document includes certain forward-looking statements
with respect to the operations, performance and financial condition
of the Group. Forward-looking statements are generally
identified by the use of terms such as "believes", "estimates",
"aims", "anticipates", "expects", "intends", "plans", "predicts",
"may", "will", "could", "targets", continues", or their negatives
or other similar expressions. These forward-looking statements
include all matters that are not historical
facts.
Forward-looking statements are necessarily based upon a
number of estimates and assumptions that, while considered
reasonable by the Company, are inherently subject to significant
business, economic and competitive uncertainties and contingencies
that are difficult to predict and many of which are outside the
Group's control. As such, no assurance can be given that such
future results, including guidance provided by the Group, will be
achieved. Forward-looking statements are not guarantees of future
performance and such uncertainties and contingencies, including the
factors set out in the "Principal Risks" section of the Strategic
Report in our Annual Report and Accounts, could cause the actual
results of operations, financial condition and liquidity, and the
development of the industry in which the Group operates, to differ
materially from the position expressed or implied in the
forward-looking statements set out in this document. Past
performance of the Group cannot be relied on as a guide to future
performance.
Forward-looking statements are based only on knowledge and
information available to the Group at the date of preparation of
this document and speak only as at the date of this document. The
Group and its directors, officers, employees, agents, affiliates
and advisers expressly disclaim any obligations to update any
forward-looking statements (except to the extent required by
applicable law or regulation).
Operating Review for the six months ended 30 June
2024
Further progress executing on our FISBE (Focus, Innovate,
Simplify, Build, Execute) 2.0 strategy
We are focused on growing our customer base
and loyalty across our four chronic care categories. By
leveraging customer insights we are executing better and increasing
our segment shares. We are building a strong technology stack to
deliver seamless integration between our digital channels (e.g.
websites, apps, social media), our customer interaction centres
(e.g. Me+) and our sales teams. This will enable us to
further improve customer engagement and loyalty whilst growing
sales.
Our innovation capability is beginning to
deliver and we are currently launching eight new products.
The market reaction to these new launches is encouraging (see
category reviews on page 4) and we intend to launch these products
in more key FISBE markets during H2'24. Furthermore, seven
additional new products are progressing well for launch in 2025 and
2026.
Our simplification and productivity
initiatives are progressing well as we continued to expand our
operating margin, on a constant currency basis. We made
strong progress in Operations, optimising our plant network as we
completed the closure of the EuroTec facility and transferred
production to our larger more efficient Slovakia site. We are
executing on numerous continuous improvement initiatives to drive
productivity, for example a global packaging sourcing project
resulted in both cost savings and improved payment terms. In
addition, we delivered more efficiencies in G&A, by expanding
the scope of our Global Business Services (GBS) function and by
further standardisation of processes. Adjusted G&A reduced to
7.5% of sales (H1'23: 8.2%).
We have been building our clinical capability
and have started to generate and to disseminate more strong
clinical evidence in support of our current products and new
launches. Notable results during the period included
Randomised Control Trial (RCT) for Aquacel Ag+ Extra, Real-World
Evidence (RWE) study for InnovaMatrix, clinical paper on
GentleCathTM FeelClean TechnologyTM and
medical education relating to soft convexity, which all
demonstrated the quality and efficacy of our products. As planned,
during the period we established our Market Access Centre of
Excellence (CoE). This team supports access and reimbursement
for our existing brands and new product pipeline, such as the
innovative nitric oxide wound dressing. Other, more established,
CoEs continued to strengthen Convatec. Our Pricing CoE, in
collaboration with our business units, achieved 50bps of pricing
improvement while our Salesforce CoE further improved targeting,
with c.65% of all calls made to key accounts (FY23:
c.59%)
Our execution excellence focus across the
organisation continues. For example, packaging automation of
our largest AWC production facility is nearing completion while
Home Services Group (HSG) introduced a new AI enabled technology
platform which delivers an improved customer service experience
while enhancing productivity for our employees.
Implementation of our FISBE strategy has
continued to strengthen the Group and we
are confident of delivering on our 2024 and medium-term guidance
(see outlook section below).
Category reviews
Group revenue for the period was
$1,113 million, up 5.5% on a reported basis and 5.9% on a constant currency
basis. Adjusting for the acquisitions in Continence Care in
2023 and residual revenue following the exit of hospital care and
related industrial sales in 2022, revenue rose 6.6% on an organic
basis.
|
Six months ended 30
June
|
|
|
H1 2024
$m
|
H1 2023
$m
|
Reported
growth
|
Foreign Exchange
impact
|
Constant
Currency3 growth
|
Organic3
growth
|
Revenue by Category
|
|
|
|
|
|
|
Advanced Wound Care
|
360
|
338
|
6.4%
|
(0.3)%
|
6.7%
|
6.7%
|
Ostomy Care
|
311
|
300
|
3.7%
|
(1.2)%
|
4.9%
|
4.9%
|
Continence Care
|
243
|
221
|
9.9%
|
0.0%
|
9.9%
|
8.2%
|
Infusion Care
|
199
|
186
|
7.1%
|
(0.2)%
|
7.3%
|
7.3%
|
Revenue excluding hospital care
exit
|
1,113
|
1,045
|
6.5%
|
(0.4)%
|
6.9%
|
6.6%
|
Exit of hospital care and related
industrial sales
|
-
|
105
|
n/m
|
n/m
|
n/m
|
n/m
|
Total
|
1,113
|
1,055
|
5.5%
|
(0.4)%
|
5.9%
|
6.6%
|
|
|
|
|
|
|
| |
(5) Relates to residual stock being sold during H1
2023
Advanced Wound
Care revenue of $360 million
increased 6.4% on a reported basis or 6.7% on a constant currency
and organic basis.
The business achieved solid growth
in Europe and Global Emerging Markets despite the ongoing impact of
the market-wide Anti-Bribery and Corruption Campaign ('ABAC') in
China and some healthcare reforms in LATAM. In both regions
we expect improvement in growth during H2'24, as previously guided,
given easing comparatives and as we continue to build momentum.
Growth in North America was double-digit with continued strong
growth of InnovaMatrix supported by good growth in the
antimicrobial and foam segments.
In the first half we saw
attractive mid single-digit growth in the antimicrobial
segment. Our leading AQUACEL® Ag+ Extra™ products
grew double-digit as we demonstrated in preliminary RCT results the
product's superiority vs the standard of care. We also presented a
RWE study which showed that management using Convatec's Wound
hygiene protocol with AQUACEL® Ag+ Extra™ resulted in
94% healing or improvement in hard-to-heal infected wounds, with a
statistically significant decrease in wound volume, exudate level
and local infection.
We saw single-digit growth in foam
during the period with good performances in North America and GEM
partially offset in certain European markets.
ConvaFoamTM made progress in the US, with an increase in
evaluations initiated during H1 and continuation of its strong
win-rate of completed evaluations. We recently received
regulatory approval for ConvaFoamTM with the CE Mark
(for products in the European Economic Area) and will start to
launch in additional key European markets in H2'24 as
planned.
In the biologics4
segment demand for InnovaMatrix remained high, growing strong
double-digit, illustrating the popularity with HCPs given its
efficacy and safety. We saw no impact from the draft LCD
proposal. We also saw increasing revenue from new indications
and new points of care, which now accounts for approximately 20% of
revenue. During H1, Intellicure Analytics, renowned for its unique
wound care app and powerful real world data insights, completed a
RWE study on InnovaMatrix by leveraging data from 502 US wound
centres and practices. The data, which is to be presented at
US national wound conferences later this year, shows total healing
in 53% of wounds amongst a diverse at-risk population, where 44% of
the wounds treated were life or limb-threatening. These are strong
results for healing of wounds which are more challenging than those
typically treated in RCTs.
We also made progress developing
the next wave of new products. Our nitric oxide wound
dressing, new enhanced hydrofibre and new single-use negative
pressure pump with dressing, are all on track to launch in
2025/2026.
Our guidance for AWC is unchanged
from May, when we reduced it to mid to high single-digit growth, to
reflect the potential uncertainty associated with the draft LCD
proposal.
Ostomy Care
revenue of $311 million was up 3.7% on a reported
basis and 4.9% on a constant currency and organic basis.
This growth was backed by our
patient support program Me+ and best-in-class professional
education programs. The business continued to achieve double-digit
growth in Global Emerging Markets with strong performances in China
and Brazil. There was good growth in Europe with notably
strong performances in Italy and Poland, where Esteem
BodyTM has now launched. In North America we
continued to grow our community sales via 180 Medical, and
increased our category share supported by our strength in
accessories.
We made good strategic progress
during the period. Esteem BodyTM launched in Italy
at the beginning of the year and more recently in the US, Czech
Republic and Poland. The market reaction has been strong with
the overall soft convexity segment growing double-digit. In
H2'24 we shall launch in further key European and GEM
markets. In addition, we are developing a 2-piece soft convex
NaturaBodyTM offering which we plan to launch in
2026.
Commercial execution continued to
strengthen as we enhanced our offering across the continuum of
care. During the period we further strengthened our
professional education support for HCPs including launching
accredited education modules, a Convexity Summit which attracted
over 12,000 attendees world-wide, and participation in various
WOCNEXT (Wound, Ostomy, Continence Nursing Society) events.
Meanwhile our Me+ offering is driving conversions in core products
and accessories.
Flexi-SealTM, our
innovative faecal management system, grew well, supported by strong
demand from the exclusive HealthTrust GPO won last year.
We continue to expect
mid-single-digit growth for Ostomy Care during 2024.
Continence
Care revenue of $243 million rose
9.9% on a reported and constant currency basis. Adjusting for
the two small US acquisitions made in H2'23 organic revenue rose
8.2%.
The growth was predominantly
driven by strong new patient volumes and high customer
retention. Growth was aided by c.2.5% US reimbursement price
increase from the US Government's Centres for Medicare and Medicaid
Services (CMS).
During the period CMS made a
preliminary recommendation to expand reimbursement codes relating
to intermittent catheters in January 2026. As a leading home service
provider in the US we are fully engaged with CMS and industry
bodies on this potential development. In H1, 60% of our US
Continence revenue was for hydrophilic catheters and Convatec's
future product portfolio is being built around our innovative
hydrophilic FeelClean TechnologyTM. If implemented
in 2026, we anticipate a neutral to potentially positive
impact from this change.
The contribution from Europe and
GEM continued to develop. Our commercial teams in the UK, France
and Italy are now established and we are beginning to leverage our
presence in some of the Global Emerging Markets. The response to
GentleCathTM Air for Women, which launched in France in
Q4'23, is encouraging and we grew share in the female compact
catheter segment. In June we started launching in the UK and
Italy. We expect to launch in the US during the second
half.
Based on the recent trends in the
US, coupled with momentum building internationally, we are
increasing expectations for Continence Care sales
growth this year to high single-digit.
Infusion Care
revenue of $199 million increased 7.1% on a
reported basis and 7.3% on a constant currency basis and organic
basis.
This growth was primarily driven
by high demand for our innovative infusion sets for people with
diabetes. In H1 we saw strong orders associated with the
latest pump launches such as our Extended Wear Infusion Sets with
Medtronic's 780G pump, or our other innovative infusion sets for
use with Beta Bionic's iLet pump, Ypsomed's YpsoPump and Tandem's
Mobi pump.
The performance was also supported
by strong double-digit growth of our NeriaTM brand
infusion sets, for non-insulin therapies. We experienced
strong demand for our sets for AbbVie's
Produodopa Parkinson's therapy in Japan and certain European
countries.
As well as continuing to grow our
diabetes business and diversify our patient base, we are investing
to increase our manufacturing capacity.
We remain confident our Infusion
Care business will grow at high single-digits in
2024.
Historic revenue data
Reported Revenue $m
|
H1 2022
|
H2 2022
|
H1 2023
|
H2 2023
|
H1 2024
|
Advanced Wound Care
|
307
|
314
|
338
|
357
|
360
|
Ostomy Care
|
298
|
285
|
300
|
308
|
311
|
Continence Care
|
206
|
220
|
221
|
236
|
243
|
Infusion Care
|
174
|
167
|
186
|
185
|
199
|
Group
|
985
|
986
|
1045
|
1086
|
1,113
|
Revenue from exit of hospital and
industrial sales
|
60
|
42
|
10
|
1
|
-
|
Total Reported Group
|
1045
|
1028
|
1055
|
1087
|
1,113
|
|
|
|
|
|
| |
Organic3 growth %
|
H1 2022
|
H2 2022
|
H1 2023
|
H2 2023
|
H1 2024
|
Advanced Wound Care
|
7.3%
|
6.3%
|
8.7%
|
10.3%
|
6.7%
|
Ostomy Care
|
1.2%
|
2.3%
|
3.1%
|
5.4%
|
4.9%
|
Continence Care
|
4.5%
|
5.7%
|
7.6%
|
5.5%
|
8.2%
|
Infusion Care
|
13.2%
|
3.6%
|
7.5%
|
9.9%
|
7.3%
|
Group
|
6.4%
|
4.7%
|
6.6%
|
7.8%
|
6.6%
|
|
|
|
|
|
| |
(3) Certain financial measures in this document, including
adjusted results above, are not prepared in accordance with
International Financial Reporting Standards (IFRS). All adjusted
measures are reconciled to the most directly comparable measure
prepared in accordance with IFRS in the Non-IFRS Financial
Information below (pages 14 to 18)
Strong financial performance
Group revenue for the period was
$1,113 million, up 5.5% on a reported basis and 5.9% on a constant currency basis.
Adjusting for the residual hospital care and industrial sales last
year and the Continence Care acquisitions in H2'23, revenue
increased 6.6% on an organic basis.
Adjusted gross profit rose 3.1% to
$678 million (H1'23: $657 million) and adjusted gross profit margin
reduced by 140bps to 60.9% (H1'23 62.3%). Reported gross profit was
$623 million (H1'23: $592 million). Adjusted operating expenses
increased 2.7% year on year, reducing as a ratio to sales.
Adjusted operating profit increased by 4.1% to $223 million (H1'23:
$214 million) or 8.2% on a constant currency basis. Reported
operating profit was $149 million (H1'23: $123 million).
The adjusted operating profit
margin was 20.0% in the first half (H1'23: 20.3%). On a constant
currency basis the adjusted operating margin was 20.7%, an increase
of 40 bps from last year. Price, mix and cost efficiencies in
operations each contributed 50bps to margin. Improved
productivity in commercial and other opex added 40bps despite
investment in sales and marketing, given elevated launch activity
and sales growth. There was a further reduction in G&A of
70bps. Together these improvements more than offset COGS
inflation of c.6% which was a headwind of 220bps. Inflation
in the second half is expected to be lower leading to an unchanged
expected range for the full year of 3-5%.
Adjusted diluted EPS was close to
flat with operating profit growth offset by higher finance expenses
and a higher adjusted tax charge. The increase in finance
expenses reflected higher market base rates than in H1'23.
There is not expected to be any material growth in finance expenses
in the second half which supports our confidence in achieving
double-digit EPS growth in 2024.
Reported diluted EPS rose 40.7%
reflecting higher reported net profit.
Cash flow and leverage
Free cash flow to capital
increased by $60 million to $114 million (H1'23: $54 million),
principally driven by significantly lower working capital outflows
(an improvement year-on-year of $37 million) and the increase in
adjusted EBITDA. Capital expenditure was
$51m (H1'23: $59m) as we continued to strengthen our manufacturing
lines and digital technologies. The increase in working
capital last year was to build inventory for resilience in the
supply chain. Going forward, working capital is expected to
grow no faster than sales.
Free cash flow to equity increased
by $47 million to $57 million (H1'23: $10 million) with the
increase in free cash flow to capital partially offset by higher
finance cost payments, as described
above.
Equity cash conversion improved to
41.2% (H1'23: 7.0%) and is expected to be over 80% at full year,
given the seasonality of cash flows.
Net debt increased slightly to
$1,234 million (31 Dec 2023: $1,129m) after $71 million of final
contingent consideration payments associated with Cure Medical and
Triad Life Sciences and after a dividend payment of $92 million,
higher than last year because of the 3% increase and the removal of
the scrip.
The Group ended the period with
total borrowings, including IFRS 16 lease liabilities, of $1,412
million (31 Dec 2023: $1,312 million). Offsetting cash of $97
million (31 Dec 2023: $97 million) and excluding lease liabilities,
net debt was $1,234 million (31 Dec 2023: $1,129 million),
equivalent to 2.3x adjusted EBITDA (31 Dec 2023: 2.1x adjusted
EBITDA). It is worth noting that leverage is usually higher
at 30 June than 31 December given the payout of dividend, bonuses
and recent timing of earnouts (H1'23: 2.5x adjusted
EBITDA).
Dividend
The Board is declaring a 3.0%
increase in the interim dividend to 1.822 cents per share (H1'23:
1.769) reflecting confidence in the future performance and cash
generation of the Group.
Group outlook
We are pleased with the
performance we have achieved so far in 2024 and are confirming our
full year guidance.
Guidance for organic revenue
growth is 5-7% and we expect to be in the upper half of the range
in 2024. We also expect the adjusted operating margin for
2024 to expand to at least 21.0% on a constant currency basis, with
more of the increase in H2'24 because of lower
inflation.
If current spot rates were to hold
for the remainder of the year, the estimated headwinds for FY 2024
revenue growth would be approximately 20bps and for adjusted
operating margin would be approximately 60bps.
We expect adjusted net finance
expense for the full year to be in the upper half of the $75-85
million range previously provided, given the persistence of higher
interest rates. The adjusted book tax rate is expected to be
approximately 24%. We still expect capital expenditure of around
$120-140 million for the full year reflecting the investment in
growing production capacity, increasing automation and investing in
digital solutions. We expect leverage at year end to be
approximately 2x, absent any further
M&A.
For the medium-term, we remain
confident of delivering our targets of 5-7% organic growth p.a.,
expansion of the operating margin to the mid-20s by 2026 or 2027
and double-digit compound annual growth in adjusted EPS and free
cash flow to equity.
Principal risks
The Board reviews and agrees our
principal risks on a bi‐annual basis, taking account of our risk
appetite together with our evolving strategy, current business
environment and any emerging risks that could impact the business.
Our system of risk management and internal control continues to
develop, and updates to the principal risks and mitigation plans
are made as required in response to changes in our risk landscape.
Details of our enterprise risk management framework are set out in
the Group's 2023 Annual Report and Accounts on pages 76 to
84.
The Board has reviewed the
principal risks as of 30 June 2024, taking into consideration the
risks that existed during the first six months of 2024 and those
that it believes will have an impact on the business over the
remaining six months of the current financial year. The principal
risks have been assessed against the context of the global economic
pressures that are impacting all businesses at present and the
wider uncertain geopolitical climate. The overall profile of our
risks remains consistent with the position presented in the Group's
2023 Annual Report and Accounts. Our principal risks are set out
below and listed in order of their potential impact on our ability
to successfully deliver on our strategy:
· Operational Resilience and Quality;
· Customer and Markets;
· Information Systems, Security and Privacy;
· Political and Economic Environment;
· Innovation and Regulatory;
· People;
· Legal and Compliance;
· Environment and Communities; and
· Tax
and Treasury.
The Board assesses the overall
risk profile of the Group to ensure it is within our risk appetite.
In making this assessment the Board considered the broader risk
landscape (including the sustained levels of inflation and interest
rates, ongoing supply chain challenges and the continuing impacts
of the wars in Ukraine and the Middle East) on the business
environment and any continued or additional impact on the Group's
business and principal risks, coupled with the controls and
mitigations in place to address these challenges. In the main, as
our processes and risk mitigations further develop and mature, we
have continued to manage the challenges facing the wider business
landscape and build further resilience into our operations.
Principal risks continue to be appropriately mitigated and we work
to ensure that each risk remains within our risk
appetite.
Financial Review for six months ended 30 June
2024
Group financial performance
|
Six months ended 30
June
|
|
Reported
|
Reported
|
Adjusted1
|
Adjusted1
|
Adjusted
@
CC2
|
|
|
2024
|
2023
|
2024
|
2023
|
2024
|
Change
|
|
$m
|
$m
|
$m
|
$m
|
$m
|
%
|
Revenue
|
1,113.4
|
1,055.5
|
1,113.4
|
1,055.5
|
1,118.0
|
5.9%
|
Gross profit
|
623.1
|
592.4
|
677.9
|
657.4
|
|
|
Operating profit
|
149.2
|
123.4
|
222.8
|
214.1
|
231.5
|
8.2%
|
Profit before income taxes
|
104.0
|
76.0
|
182.3
|
180.4
|
|
|
Net profit for the period
|
78.6
|
55.7
|
139.1
|
138.9
|
|
|
Basic earnings per share (cents per share)
|
3.8
|
2.7
|
6.8
|
6.8
|
|
|
Diluted earnings per share (cents per
share)
|
3.8
|
2.7
|
6.8
|
6.8
|
7.1
|
4.5%
|
Dividend per share (cents)
|
1.822
|
1.769
|
|
|
|
|
1. These non-IFRS
financial measures are explained and reconciled to the most
directly comparable financial measures prepared in accordance with
IFRS in the Non-IFRS financial information section on pages 14 to
18.
2. Adjusted 2024 at
CC (constant currency) is calculated as 2024 adjusted results
translated at 2023 actual FX rates.
Reported and Adjusted results
The Group's financial performance
measured in accordance with IFRS (IAS 34 Interim Financial
Reporting as adopted by the United Kingdom) is set out in the
Condensed Consolidated Interim Financial Statements and Notes and
is referred to in this review as "reported".
The commentary in this review
includes discussion of the Group's reported results and alternative
performance measures (or adjusted results) ('APMs'). Management and
the Board use APMs as meaningful supplemental measures in
monitoring the underlying performance of the business. These
measures are disclosed in accordance with the ESMA guidelines and
are explained and reconciled to the most directly comparable
reported measure prepared in accordance with IFRS in the
Non-IFRS financial information section on pages 14 to
18.
The commentary includes discussion
of revenue on a constant currency basis. Constant currency removes
the effect of fluctuations in exchange rates to focus on
underlying revenue performance. Constant currency information is
calculated by applying the applicable prior period average exchange
rates to the Group's revenue performance in the respective period.
Revenue and revenue growth on a constant currency
basis are non-IFRS financial measures and should not be
viewed as a replacement of IFRS reported revenue. Organic
growth represents period-on-period growth at constant currency,
excluding acquisition and divestiture activities. Percentage
movements throughout this report are calculated on actual unrounded
numbers.
Revenue
Group reported revenue for the six
months ended 30 June 2024 of $1,113.4 million (H1 2023: $1,055.5
million) increased 5.5% year-on-year on a reported basis and 5.9%
on a constant currency basis.
Adjusting for foreign exchange and
acquisition and divestiture-related activities, Group
revenue grew by 6.6% on an organic basis. This was driven by strong
growth in Advanced Wound Care, Continence Care and Infusion Care
and good growth in Ostomy Care.
For more details about the
category revenue performance, refer to the Operating
Review.
Reported net profit
Reported gross margin remained
consistent at 56.0% (H1 2023: 56.1%), with pricing and mix benefits
offset by inflationary pressures and foreign exchange
headwinds.
Reported
operating profit increased by 20.9% to $149.2 million (H1 2023:
$123.4 million). Whilst operating expenses increased by $4.9
million to $473.9 million, operating expenses as a percentage of
revenue reduced to 42.6% (H1 2023: 44.4%).
Reported net finance expenses
increased by $6.3 million to $40.2 million, with an additional $4.8
million of interest expense on borrowings primarily due to higher
market interest rates.
In the six months to 30 June 2024,
the fair value movement of contingent consideration arising on
acquisitions resulted in a charge of $4.7 million (H1 2023: $13.7
million charge).
The reported income tax expense
for the six months ended 30 June 2024 was
$25.4 million (H1 2023: $20.3 million) and
this is explained further in the Taxation section below. The
reported net profit increased by 41.1% to $78.6 million (H1
2023: $55.7 million).
Basic reported earnings per share
rose 40.3% to 3.8 cents (H1 2023: 2.7
cents).
Adjusted net profit
Adjusted gross profit increased by
3.1% to $677.9 million (H1 2023: $ 657.4 million) and the adjusted
gross margin decreased from 62.3% to 60.9%.
Whilst adjusted operating expenses
saw a net increase of $11.8 million to $455.1 million, adjusted
operating expenses as a percentage of revenue improved to 40.9% (H1
2023: 42.0%). The Group achieved an adjusted operating profit of
$222.8 million (H1 2023: $ 214.1 million), delivering an adjusted
operating margin of 20.0% (H1 2023: 20.3%). This was equivalent to
20.7% on a constant currency basis, an increase of 40bps from last
year.
Price, mix and cost efficiencies
in operations each contributed 50bps to margin. Improved
productivity in commercial and other opex added 40bps despite
investment in sales and marketing, given elevated launch activity
and sales growth. There was a further reduction in adjusted G&A
of 70bps, with adjusted G&A as a percentage of revenue falling
to 7.5% (H1 2023: 8.2%). Together, these improvements more than
offset COGS inflation of c.6%, which was a headwind of
220bps.
Adjusted net profit increased
slightly by 0.1% to $139.1 million (H1 2023: $ 138.9 million), with
the increased operating profit being largely offset by higher
finance expenses and a higher adjusted tax charge. Adjusted basic
and diluted EPS at 30 June 2024 were 6.8 cents and 6.8 cents
respectively (H1 2023: 6.8 cents and 6.8 cents).
A reconciliation between reported
and adjusted numbers discussed above is provided in the Non-IFRS
financial information section on pages 14 to 18.
Taxation
|
Six months ended 30
June
|
|
2024
|
2023
|
|
$m
|
Effective
tax rate
|
$m
|
Effective
tax
rate
|
Reported income tax (expense)
|
(25.4)
|
24.4%
|
(20.3)
|
26.7%
|
Tax effect of
adjustments
|
(17.8)
|
|
(21.2)
|
|
Adjusted income tax (expense)
|
(43.2)
|
23.7%
|
(41.5)
|
23.0%
|
The Group's reported income tax
expense for the six months ended 30 June 2024 was $25.4 million (H1 2023: $20.3 million). The decrease in the reported
effective tax rate was principally driven by the prior period
including non-deductible acquisition costs.
The Group's adjusted effective
rate of 23.7% for the six months ended 30 June 2024 (H1 2023: 23.0%) was
after reflecting the tax impact of items treated as adjusting items
(further details can be found in the Reconciliation of reported
earnings to adjusted earnings table in the Non-IFRS financial
information section on page 16).
The increase in the adjusted
effective tax rate was principally driven by the increase in tax
rates in Switzerland and the prior period including prior year
adjustment tax benefits for US state taxes and other
jurisdictions.
Adjusting items
Management and the Board make
adjustments to the reported figures, where appropriate, to produce
more meaningful measures to monitor the underlying performance of
the business - Alternative performance measures (APMs). The Group's
APM policy can be found in the Non-IFRS financial information
section on pages 14 to 15 and in line with this, the following
adjustments were made to derive adjusted operating profit and
adjusted net profit.
|
Six months ended 30
June
|
|
Operating
profit
|
Fair value movement of
contingent consideration
|
Income tax
|
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
|
$m
|
$m
|
$m
|
$m
|
$m
|
$m
|
Reported
|
149.2
|
123.4
|
(4.7)
|
(13.7)
|
(25.4)
|
(20.3)
|
Amortisation of acquired
intangibles
|
67.3
|
67.0
|
-
|
-
|
(16.6)
|
(16.0)
|
Acquisitions and
divestitures
|
0.3
|
9.9
|
4.7
|
13.7
|
0.2
|
(1.7)
|
Termination benefits and related
costs
|
1.4
|
3.5
|
-
|
-
|
(0.3)
|
(0.9)
|
Other adjusting items
|
4.6
|
10.3
|
-
|
-
|
(1.1)
|
(2.6)
|
Adjusted
|
222.8
|
214.1
|
-
|
-
|
(43.2)
|
(41.5)
|
Adjustments made to derive
adjusted operating profit for the six months ended 30 June
2024 included the amortisation of acquired
intangibles of $67.3 million (H1 2023:
$67.0 million), of which $46.9 million (H1 2023: $46.4 million) resulted from intangible assets
arising from the spin-out from Bristol-Myers Squibb in 2008, which
will be fully amortised by December 2026.
Terminations costs of $1.4 million
(H1 2023: $3.5 million) were in respect of one-off, fundamental
transformation projects that have spanned over more than one year.
Other adjusting items of $4.6 million (H1 2023: $10.3 million)
consisted primarily of legal and professional fees associated with
these transformation projects in addition to charges related to the
office footprint optimisation programme previously
announced.
During the year, the fair value
movement of contingent consideration resulted in a $4.7 million
charge (H1 2023: $13.7 million charge).
Of the total of $73.6 million of
adjusting items recognised within operating profit, $4.2 million
was cash impacting in H1 2024. There was also a cash outflow of
$7.1 million in respect of adjusting items recorded as accruals in
the prior year. For further information on Non-IFRS financial
information, see pages 14 to 18.
The Board, through the Audit and
Risk Committee, continuously reviews the Group's APM policy and its
application to ensure that it remains appropriate, aligns with the
regulatory guidance and represents the way in which the performance
of the Group is managed.
Contingent consideration arising on
acquisitions
During the period, the Group paid
$70.9 million in respect of the final contingent consideration
amounts associated with the acquisitions of Cure Medical in 2021
and Triad Life Sciences in 2022 (of which $69.7 million had been
provided at 31 December 2023). As at 30 June 2024, the discounted
fair value of contingent consideration arising on acquisitions was
$71.3 million (31 December 2023: $138.0 million).
Dividends
Dividends are distributed based on
the realised distributable reserves of the Company, which are
primarily derived from dividends received from subsidiary companies
and are not based directly on the Group's consolidated retained
earnings. The distributable reserves of the Company at 30
June 2024 were $1,516.0 million (31 December 2023: $1,539.4
million).
The Board has decided to increase
the interim 2024 dividend by 3.0% to 1.822 cents per share. Our
stated policy is a pay-out ratio of 35% to 45% of adjusted net
profit but this is interpreted flexibly over time to reflect the
underlying performance of the business. The decision to increase
the dividend reflects the good progress on delivering sustainable
and profitable growth and the Board's confidence in the future
prospects of the Group.
Cash Flow and Net Debt
|
Six months ended 30
June
|
|
Adjusted
|
Adjusted
|
|
2024
|
2023
|
|
$m
|
$m
|
EBITDA1
|
274.9
|
261.5
|
Working capital
movement1
|
(87.0)
|
(124.2)
|
Gain/(loss) on foreign exchange
derivatives
|
11.9
|
(1.9)
|
Adjusting
items2
|
(11.3)
|
(6.7)
|
Capital expenditure
|
(50.6)
|
(58.7)
|
|
|
|
Operating cash flow1,3
|
137.9
|
70.0
|
Tax paid
|
(24.4)
|
(16.2)
|
|
|
|
Free cash flow to capital1
|
113.5
|
53.8
|
Net interest paid
|
(42.5)
|
(28.4)
|
Payment of lease
liabilities
|
(12.1)
|
(11.2)
|
Other4
|
(1.6)
|
(4.5)
|
|
|
|
Free cash flow to equity1
|
57.3
|
9.7
|
Dividends5
|
(91.5)
|
(87.7)
|
Acquisitions6
|
(70.9)
|
(151.4)
|
|
|
|
Movement in net debt
|
(105.1)
|
(229.4)
|
|
|
|
Net debt1 at 1 January
(excluding lease liabilities)
|
(1,129.3)
|
(1,068.1)
|
|
|
|
Net debt1 at 30 June (excluding lease
liabilities)
|
(1,234.4)
|
(1,297.5)
|
1. These non-IFRS
financial measures are explained and reconciled to the most
directly comparable financial measure prepared in accordance with
IFRS in the Non-IFRS financial information section.
2. Details of
adjusting items are provided in the adjusting items cash movement
table in the Non-IFRS financial information section. Of the total
cash outflow of $11.3 million during the year, $7.1 million related
to accruals recorded in the prior year.
3. Compared with
2023, 'Free cash flow (pre-tax) has been renamed 'Operating cash
flow'. The Directors consider that this change results in improved
definition, clarity and insight.
4. Other consisted
of financing fees amortisation $1.6 million (H1 2023: $1.4
million), net FX loss on cash and borrowings of $0.3 million (H1
2023: $3.6 million gain) and proceeds from PPE sales of $0.3
million (H1 2023: $0.5 million).
5. Dividend cash
payments of $91.5 million were made to shareholders in the period
in respect of the 2023 final dividend.
6. Payments of
$70.9 million were in respect of the final earn outs associated
with the acquisitions of Cure Medical and Triad Life Sciences in
2021 and 2022 respectively.
EBITDA
Adjusted EBITDA increased by $13.4
million to $274.9 million (H1 2023: $ 261.5 million), driven
primarily from adjusting operating profit increasing by $8.7
million (as explained in the adjusted net profit commentary
section).
A reconciliation of adjusted
EBITDA to the closest IFRS measure is provided in the Non-IFRS
financial information section on page 16.
Free cash flow to capital
Free cash flow to capital
increased by $59.7 million to $113.5 million (H1 2023: $53.8
million), driven by significantly lower working capital outflows
(resulting in an improvement year-on-year of $37.2 million), the
increase in adjusted EBITDA of $13.4 million, favourable foreign
exchange movements on derivatives of $13.8 million and a reduction
in capital expenditure spend of $8.1 million. These were partially
offset by increases in cash outflows arising from adjusting items
of $4.6 million (of which details are provided in the Non-IFRS
financial information section on page 18 and cash tax paid of
$8.2million.
Adjusted working capital movements
of $87.0 million improved $37.2 million year-on-year, primarily
driven by significantly lower investment in inventory being
partially offset by a decrease in trade and other payables. Trade
and other payables saw a decrease largely due to a reduction in
inventory purchases and timing of payments. The Group invested
$50.6 million (H1 2023: $58.7 million) in capital expenditure to
further strengthen our manufacturing lines and digital
technologies.
Operating cash conversion improved
to 61.9% (H1 2023: 32.7%). The improvement in the ratio primarily
reflected the improvement in working capital as explained
above.
Free cash flow to equity
Free cash flow to equity increased
by $47.6 million to $57.3 million (H1 2023: $9.7 million). This was
largely driven by an increase in free cash flow to capital of $59.7
million as explained above, partially offset by higher finance cost
payments of $14.1 million primarily due to the timing of interest
payments associated with the revolving credit
facility.
Equity cash conversion improved to
41.2% (H1 2023: 7.0%).
Borrowings and net debt
|
30 June
2024
|
31
December 2023
|
|
$m
|
$m
|
Borrowings
|
1,331.3
|
1,226.9
|
Lease liabilities
|
80.6
|
85.5
|
Total borrowings including lease
liabilities
|
1,411.9
|
1,312.4
|
Cash and cash
equivalents
|
(96.9)
|
(97.6)
|
Total borrowings including lease liabilities, net of
cash
|
1,315.0
|
1,214.8
|
Net debt (excluding lease liabilities)
|
1,234.4
|
1,129.3
|
Net debt (excluding lease liabilities)/adjusted
EBITDA1
|
2.3
|
2.1
|
1. Adjusted EBITDA
for the twelve months to 30 June 2024 has been used in this
calculation.
The Group's banking facilities
comprise of a multicurrency revolving credit facility of $950.0
million and a term loan of $250.0 million, maturing in 2028 and
2027 respectively. The Group's $500.0 million senior unsecured
notes, issued in October 2021, remain in place with maturity in
October 2029.
As at 30 June 2024, $356.4 million
of the multicurrency revolving credit facility remained undrawn (31
December 2023: $459.4 million). This, combined with cash of $96.9
million (31 December 2023: $97.6 million), provided the Group with
total liquidity of $453.3 million at 30 June 2024 (31 December
2023: $557.0 million). Of this, $22.1 million was held in
territories where there are restrictions related to repatriation
(31 December 2023: $21.1 million).
Covenants
At 30 June 2024, the Group was in compliance with all financial
and non-financial covenants associated with the Group's outstanding
debt.
Non-IFRS financial information
Non-IFRS financial information or
alternative performance measures (APMs) are those measures used by
the Board and management on a day-to-day basis in their assessment
of profit and performance and comparison between periods. The
adjustments applied to IFRS measures reflect the effect of certain
cash and non-cash items that the Board believes distort the
understanding of the quality of earnings and cashflows as, by their
size or nature, they are not considered part of the core operations
of the business. Adjusted measures also form the basis of
performance measures for remuneration, e.g. adjusted operating
profit.
It should be noted that the
Group's APMs may not be comparable to other similarly titled
measures used by other companies and should not be considered in
isolation or as a substitute for the equivalent measures calculated
and presented in accordance with IFRS.
In determining whether an item
should be presented as an adjustment to IFRS measures, the Group
considers items which are significant either because of their size
or their nature and arise from events that are not considered part
of the core operations of the business. These tend to be one-off
events but may still cross more than one accounting period.
Recurring items may be considered, particularly in respect of the
amortisation of acquisition-related intangibles assets. If an item
meets at least one of these criteria, the Board, through the Audit
and Risk Committee, then exercises judgement as to whether the item
should be classified as an adjustment to IFRS performance
measures.
The tax effect of the adjustments
is reflected in the adjusted tax expense to remove the tax impact
from adjusted net profit and adjusted earnings per
share.
Amortisation of acquisition-related intangible
assets
The Group's strategy is to grow
both organically and through acquisition, with acquisitions being
targeted to strengthen our position in key geographies and/ or
business categories or which provide access to new technology. The
nature of the businesses acquired may include the acquisition of
significant intangible assets, which are required to be amortised.
The Board and management regard the amortisation as a distortion to
the quality of earnings and it has no cash implications in the
year. The amortisation also distorts comparability with peer groups
where such assets may have been internally generated and,
therefore, not reflected on their balance sheet. Amortisation of
acquisition-related intangible assets is, by its nature, a
recurring adjustment.
Acquisition-related activities
Costs directly related to
potential and actual strategic transactions which have been
executed, aborted or are in-flight are deemed adjusting
items.
Acquisition-related costs relate
to deal costs, integration costs and earn-out adjustments
(including the discounting impact), which are incurred directly as
a result of the Group undertaking or pursuing an acquisition. Deal
costs are wholly attributable to the deal, including legal fees,
due diligence fees, bankers' fees/commissions and other direct
costs incurred as a result of the actual or potential transaction.
Integration costs are wholly attributable to the integration of the
target and based on integration plans presented at the point of
acquisition, including the cost of retention of key people where
this is in excess of normal compensation, redundancy of target
staff and early lease termination payments.
Adjusted measures in relation to
acquisitions also include aborted deal costs.
Divestiture-related activities
Divestiture-related activities
comprise the gains or losses resulting from disposal or divestment
of a business as a result of a sale, major business change or
restructuring programme. These include write-down of non-current
assets, provisions to recognise inventories at realisable value,
provisions for costs of exiting contracts and associated legal
fees, and any other directly attributable costs. Any income from
the ultimate disposal of a business or subsidiary is included in
the gain or loss.
Adjusted measures in relation to
divestitures also include aborted deal costs.
Impairment of assets
Impairments, write-offs and gains
and losses from defined programmes and where the Group considers
the circumstances of such event are not reflective of normal
business trading performance or when transactions relate to
acquisition-related intangible assets where the amortisation is
already excluded from the calculation of adjusted
measures.
Termination benefits and related costs
Termination benefits and other
related costs arise from material, one-time Group-wide initiatives
to reduce the ongoing cost base and improve efficiency in the
business, including divestitures from non-strategic activities. The
Board considers each project individually to determine whether its
size and nature warrants separate disclosure. Qualifying items are
limited to termination benefits (including retention) without
condition of continuing employment in respect of major Group-wide
change programmes. Where discrete qualifying items are identified
these costs are highlighted and excluded from the calculation of
adjusted measures. Due to their nature, these adjusted costs may
span more than one year.
Other adjusting items
Other adjusting items relate to
material, one-time initiatives which are part of the Group's
strategy to improve productivity in the business and optimise cash
flows. The Board considers each project individually to determine
whether its size and nature warrants separate disclosure.
Qualifying costs are limited to directly attributable costs of the
initiatives and any realignment costs. Due to the nature of the
initiatives, these adjusted costs may span more than one
year.
Organic revenue growth
Organic revenue growth represents
the change in organic revenue year on year. Organic revenue
represents reported revenue, as determined under IFRS, and excludes
the impact of acquisitions, divestitures and currency exchange
movements.
Cash flow measures
Operating cash flow is the net
cash generated from operations, as determined under IFRS, less
capital expenditure. Free cash flow to capital is defined as
operating cash flow less tax paid.
Free cash flow to equity reflects
how effectively we are converting the profit we generate into cash
(after accounting for working capital, capital investments,
adjusting items, tax and interest). Refer to page 18 for details on
how these measures are calculated.
Reconciliation of reported earnings to adjusted earnings for
the six months ended 30 June 2024 and 2023
|
Revenue
|
Gross
profit
|
Operating costs
|
Operating
profit
|
Finance
expense, net
|
Fair
value movement of contingent consideration
|
Non-operating expense
|
PBT
|
Taxation
|
Net profit
|
Six months ended
30 June 2024
|
$m
|
$m
|
$m
|
$m
|
$m
|
$m
|
$m
|
$m
|
$m
|
$m
|
As reported
|
1,113.4
|
623.1
|
(473.9)
|
149.2
|
(40.2)
|
(4.7)
|
(0.3)
|
104.0
|
(25.4)
|
78.6
|
Amortisation of acquired
intangibles
|
-
|
53.7
|
13.6
|
67.3
|
-
|
-
|
-
|
67.3
|
(16.6)
|
50.7
|
Acquisition-related
costs1
|
-
|
-
|
0.9
|
0.9
|
-
|
4.7
|
-
|
5.6
|
-
|
5.6
|
Divestiture-related
costs
|
-
|
-
|
(0.6)
|
(0.6)
|
-
|
-
|
-
|
(0.6)
|
0.2
|
(0.4)
|
Termination benefits
and related costs
|
-
|
-
|
1.4
|
1.4
|
-
|
-
|
-
|
1.4
|
(0.3)
|
1.1
|
Other adjusting items
|
-
|
1.1
|
3.5
|
4.6
|
-
|
-
|
-
|
4.6
|
(1.1)
|
3.5
|
Total adjustments including tax
effect
|
-
|
54.8
|
18.8
|
73.6
|
-
|
4.7
|
-
|
78.3
|
(17.8)
|
60.5
|
Other discrete tax
items
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Adjusted
|
1,113.4
|
677.9
|
(455.1)
|
222.8
|
(40.2)
|
-
|
(0.3)
|
182.3
|
(43.2)
|
139.1
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation
|
|
|
|
11.0
|
|
|
|
|
|
|
Impairment/write-off of
assets
|
|
|
|
0.4
|
|
|
|
|
|
|
Depreciation
|
|
|
|
31.4
|
|
|
|
|
|
|
Share-based payments
|
|
|
|
9.3
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
|
|
274.9
|
|
|
|
|
|
|
1. The comparatives
have been re-presented as outlined in Note 1 to the Condensed
Consolidated Financial Statements.
|
Revenue
|
Gross
profit
|
Operating costs
|
Operating profit
|
Finance
expense, net
|
Fair
value movement of contingent consideration
|
Non-operating income
|
PBT
|
Taxation
|
Net
profit
|
Six months ended
30 June 2023
|
$m
|
$m
|
$m
|
$m
|
$m
|
$m
|
$m
|
$m
|
$m
|
$m
|
As reported
|
1,055.5
|
592.4
|
(469.0)
|
123.4
|
(33.9)
|
(13.7)
|
0.2
|
76.0
|
(20.3)
|
55.7
|
Amortisation of acquired
intangibles
|
-
|
56.1
|
10.9
|
67.0
|
-
|
-
|
-
|
67.0
|
(16.0)
|
51.0
|
Acquisition-related
costs
|
-
|
1.5
|
6.2
|
7.7
|
-
|
13.7
|
-
|
21.4
|
(1.2)
|
20.2
|
Divestiture-related
costs
|
|
2.7
|
(0.5)
|
2.2
|
-
|
-
|
-
|
2.2
|
(0.5)
|
1.7
|
Termination benefits
and
other related costs
|
-
|
2.2
|
1.3
|
3.5
|
-
|
-
|
-
|
3.5
|
(0.9)
|
2.6
|
Other adjusting items
|
-
|
2.5
|
7.8
|
10.3
|
|
|
|
10.3
|
(2.6)
|
7.7
|
Total adjustments including tax
effect
|
-
|
65.0
|
25.7
|
90.7
|
-
|
13.7
|
-
|
104.4
|
(21.2)
|
83.2
|
Other discrete tax
items
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Adjusted
|
1,055.5
|
657.4
|
(443.3)
|
214.1
|
(33.9)
|
-
|
0.2
|
180.4
|
(41.5)
|
138.9
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation
|
|
|
|
9.4
|
|
|
|
|
|
|
Impairment/write-off of
assets
|
|
|
|
0.8
|
|
|
|
|
|
|
Depreciation
|
|
|
|
29.7
|
|
|
|
|
|
|
Share-based payments
|
|
|
|
7.5
|
|
|
|
|
|
|
Adjusted EBITDA
|
261.5
|
|
|
|
|
|
|
Adjusted operating profit margin
of 20.0% (H1 2023: 20.3%) is calculated as adjusted operating
profit of $222.8 million (H1 2023: $ 214.1 million) divided by
revenue of $1,113.4 million (H1 2023: $1,055.5 million). A
reconciliation of adjusted operating profit to its closest IFRS
measure is shown in the tables above.
Reconciliation of operating costs to adjusted operating costs
for the six months ended 30 June 2024 and 2023
|
Six months ended 30
June
|
|
2024
|
|
2023
|
|
S&D
|
G&A
|
R&D
|
Operating
costs
|
|
S&D
|
G&A
|
R&D
|
Operating costs
|
|
$m
|
$m
|
$m
|
$m
|
|
$m
|
$m
|
$m
|
$m
|
As reported
|
(322.1)
|
(97.8)
|
(54.0)
|
(473.9)
|
|
(304.7)
|
(110.7)
|
(53.6)
|
(469.0)
|
Amortisation of acquired
intangibles
|
0.3
|
9.5
|
3.8
|
13.6
|
|
-
|
9.0
|
1.9
|
10.9
|
Acquisition-related
costs
|
-
|
0.9
|
-
|
0.9
|
|
-
|
6.3
|
-
|
6.3
|
Divestiture-related
costs
|
(0.6)
|
-
|
-
|
(0.6)
|
|
(0.5)
|
-
|
-
|
(0.5)
|
Impairment of assets
|
-
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
Termination benefits and related
costs
|
0.2
|
1.2
|
-
|
1.4
|
|
-
|
1.2
|
0.1
|
1.3
|
Other adjusting items
|
0.3
|
3.2
|
-
|
3.5
|
|
-
|
7.7
|
-
|
7.7
|
Adjusted
|
(321.9)
|
(83.0)
|
(50.2)
|
(455.1)
|
|
(305.2)
|
(86.5)
|
(51.6)
|
(443.3)
|
Reconciliation of basic and diluted earnings per share to
adjusted earnings per share for the six months ended 30 June 2024
and 2023
|
Six months ended 30
June
|
|
2024
|
Adjusted
2024
|
2023
|
Adjusted
2023
|
|
$m
|
$m
|
$m
|
$m
|
Net profit for the period
attributable to the shareholders of the Group
|
78.6
|
139.1
|
55.7
|
138.9
|
|
|
Number
|
|
Number
|
Basic weighted average ordinary
shares in issue
|
|
2,047,599,499
|
|
2,036,308,534
|
Diluted weighted average ordinary
shares in issue
|
|
2,055,953,301
|
|
2,049,996,858
|
|
cents per
share
|
cents per
share
|
cents
per share
|
cents
per share
|
Basic earnings per
share
|
3.8
|
6.8
|
2.7
|
6.8
|
Diluted earnings per
share
|
3.8
|
6.8
|
2.7
|
6.8
|
Cash flow conversion
|
Six months ended 30
June
|
|
2024
|
2023
|
|
$m
|
$m
|
Operating cash conversion1
|
61.9%
|
32.7%
|
|
|
|
Equity cash conversion1
|
41.2%
|
7.0%
|
1.
'Adjusted cash conversion', previously calculated as Operating cash
flow/Adjusted EBITDA, has been replaced by 'Operating cash
conversion' and is calculated as Operating cash flow/Adjusted
operating profit. 'Equity cash conversion' is calculated as Free
cash flow to equity/Adjusted net profit. The Directors consider
that these changes result in consistency of cash flow measures and
provide improved definition, clarity and insight.
Reconciliation of Operating cash flow, free cash flow to
capital and free cash flow to equity
|
Six months ended 30
June
|
|
2024
|
2023
|
|
$m
|
$m
|
Net cash generated from operations
|
188.5
|
128.7
|
Less: Acquisitions of property,
plant and equipment and intangible assets
|
(50.6)
|
(58.7)
|
Operating cash flow1
|
137.9
|
70.0
|
Tax paid
|
(24.4)
|
(16.2)
|
Free cash flow to capital
|
113.5
|
53.8
|
Net interest paid
|
(42.5)
|
(28.4)
|
Payment of lease
liabilities
|
(12.1)
|
(11.2)
|
Financing fee
amortisation
|
(1.6)
|
(1.4)
|
Foreign exchange (loss) on
cash
|
(2.8)
|
(1.6)
|
Foreign exchange gain/(loss) on
borrowings
|
2.5
|
(2.0)
|
Proceeds on sale of property,
plant and equipment
|
0.3
|
0.5
|
Free cash flow to equity
|
57.3
|
9.7
|
1. 'Free cash flow
(pre-tax)' has been renamed 'Operating cash flow'. The Directors
consider that this change results in consistency of cash flow
measures and provide improved definition, clarity and
insight.
Free cash flow to equity has
increased by 490.7% to $57.3 million (H1 2023: $9.7 million). The
increase is calculated as the movement in free cash flow to equity
year-on-year divided by the free cash flow to equity in the prior
year. A reconciliation of free cash flow to equity to its closest
IFRS measure is shown in the table above.
Reconciliation of reported and adjusted working capital
movement
|
Six months ended 30
June
|
|
2024
|
2023
|
|
$m
|
$m
|
Reported working capital movement
|
(92.0)
|
(110.2)
|
Increase/(decrease) in respect of
acquisitions and divestitures
|
1.1
|
(4.6)
|
Increase/(decrease) in termination
benefits
|
4.4
|
(2.4)
|
(Decrease) in respect of other
adjusting items
|
(0.5)
|
(7.0)
|
Adjusted working capital movement
|
(87.0)
|
(124.2)
|
Cash outflows from adjusting items
|
Six months ended 30
June
|
|
2024
|
2023
|
|
$m
|
$m
|
Acquisition and divestitures
adjustments
|
(1.4)
|
(5.3)
|
Termination benefits and related
costs adjustments
|
(5.8)
|
(1.1)
|
Other adjusting items
|
(4.1)
|
(0.3)
|
Total adjusting items
|
(11.3)
|
(6.7)
|
Condensed Consolidated Interim Financial
Statements
Condensed Consolidated Income Statement
|
|
Six months ended 30
June
|
|
|
2024
|
2023
|
|
Notes
|
$m
|
$m
|
|
|
(unaudited)
|
(unaudited)
|
Revenue
|
2
|
1,113.4
|
1,055.5
|
Cost of sales
|
|
(490.3)
|
(463.1)
|
Gross profit
|
|
623.1
|
592.4
|
|
|
|
|
Selling and distribution
expenses
|
|
(322.1)
|
(304.7)
|
General and administrative
expenses
|
|
(97.8)
|
(110.7)
|
Research and development
expenses
|
|
(54.0)
|
(53.6)
|
Operating profit
|
|
149.2
|
123.4
|
|
|
|
|
Finance income
|
3
|
2.6
|
2.2
|
Finance
expense1
|
3
|
(42.8)
|
(36.1)
|
Fair value movement of contingent
consideration1
|
9
|
(4.7)
|
(13.7)
|
Non-operating (expense)/income,
net1
|
|
(0.3)
|
0.2
|
Profit before income taxes
|
|
104.0
|
76.0
|
Income tax expense
|
4
|
(25.4)
|
(20.3)
|
Net profit
|
|
78.6
|
55.7
|
|
|
|
|
Earnings per share
|
|
|
|
Basic earnings per share (cents
per share)
|
6
|
3.8¢
|
2.7¢
|
Diluted earnings per share (cents
per share)
|
6
|
3.8¢
|
2.7¢
|
1. The comparatives
have been re-presented as outlined in Note 1 to the Condensed
Consolidated Interim Financial Statements.
All amounts are attributable to
shareholders of the Group and wholly derived from continuing
operations (see Note 2 for details).
Condensed Consolidated Statement of Comprehensive
Income
|
|
Six months ended 30
June
|
|
|
2024
|
2023
|
|
Notes
|
$m
|
$m
|
|
|
(unaudited)
|
(unaudited)
|
Net profit
|
|
78.6
|
55.7
|
Items that will not be reclassified subsequently to the
Consolidated Income Statement:
|
|
|
|
Fair value movement on equity
investments
|
|
(3.1)
|
(8.7)
|
Items that may be reclassified subsequently to the
Consolidated Income Statement:
|
|
|
|
Foreign currency
translation
|
|
(22.1)
|
49.6
|
Effective portion of changes in
fair value of cash flow hedges
|
|
(3.1)
|
-
|
Costs of hedging
|
|
(1.8)
|
-
|
Changes in fair value of cash flow
hedges reclassified to the Consolidated Income Statement
|
|
2.9
|
(1.1)
|
Income tax relating to items that
may be reclassified
|
|
(0.4)
|
(0.1)
|
Other comprehensive (expense)/income
|
|
(27.6)
|
39.7
|
Total comprehensive income
|
|
51.0
|
95.4
|
All amounts are attributable to
shareholders of the Group and wholly derived from continuing
operations.
Condensed Consolidated Statement of Financial
Position
|
|
30 June
2024
|
31
December 2023
|
|
Notes
|
$m
|
$m
|
|
|
(unaudited)
|
(audited)
|
Assets
|
|
|
|
Non-current assets
|
|
|
|
Property, plant and
equipment
|
|
474.3
|
473.8
|
Right-of-use assets
|
|
70.5
|
74.7
|
Intangible assets
|
|
868.1
|
935.3
|
Goodwill
|
|
1,290.2
|
1,298.8
|
Investment in financial
assets
|
|
19.8
|
22.9
|
Deferred tax assets
|
|
20.7
|
21.2
|
Restricted cash
|
|
5.1
|
5.3
|
Other non-current
receivables
|
|
11.7
|
11.7
|
|
|
2,760.4
|
2,843.7
|
Current assets
|
|
|
|
Inventories
|
|
378.5
|
396.1
|
Trade and other
receivables
|
|
343.7
|
333.7
|
Current tax receivable
|
|
19.5
|
16.5
|
Derivative financial
assets
|
8
|
11.0
|
13.6
|
Restricted cash
|
|
11.8
|
12.5
|
Asset held for sale
|
1
|
2.5
|
-
|
Cash and cash
equivalents
|
|
96.9
|
97.6
|
|
|
863.9
|
870.0
|
Total assets
|
|
3,624.3
|
3,713.7
|
Equity and liabilities
|
|
|
|
Current liabilities
|
|
|
|
Trade and other
payables
|
|
319.1
|
388.7
|
Lease liabilities
|
|
20.9
|
20.7
|
Current tax payable
|
|
25.8
|
26.6
|
Derivative financial
liabilities
|
8
|
7.9
|
16.7
|
Provisions
|
9
|
7.9
|
83.7
|
|
|
381.6
|
536.4
|
Non-current liabilities
|
|
|
|
Borrowings
|
7
|
1,331.3
|
1,226.9
|
Lease liabilities
|
|
59.7
|
64.8
|
Deferred tax
liabilities
|
|
88.8
|
88.2
|
Provisions
|
9
|
74.6
|
71.3
|
Derivative financial
liabilities
|
8
|
-
|
0.9
|
Other non-current
liabilities
|
|
33.4
|
32.5
|
|
|
1,587.8
|
1,484.6
|
Total liabilities
|
|
1,969.4
|
2,021.0
|
Net assets
|
|
1,654.9
|
1,692.7
|
Equity
|
|
|
|
Share capital
|
|
251.5
|
251.5
|
Share premium
|
|
181.0
|
181.0
|
Own shares
|
|
(2.2)
|
(0.6)
|
Retained deficit
|
|
(901.6)
|
(888.7)
|
Merger reserve
|
|
2,098.9
|
2,098.9
|
Cumulative translation
reserve
|
|
(144.3)
|
(122.2)
|
Other reserves
|
|
171.6
|
172.8
|
Total equity
|
|
1,654.9
|
1,692.7
|
|
|
|
|
Total equity and liabilities
|
|
3,624.3
|
3,713.7
|
Condensed Consolidated Statement of Cash
Flows
|
|
Six months ended 30
June
|
|
|
2024
|
2023
|
|
Notes
|
$m
|
$m
|
Cash flows from operating activities
|
|
(unaudited)
|
(unaudited)
|
Net profit
|
|
78.6
|
55.7
|
Adjustments for
|
|
|
|
Depreciation of property, plant
and equipment
|
|
20.0
|
18.3
|
Depreciation of right-of-use
assets
|
|
11.4
|
11.4
|
Amortisation of intangible
assets
|
|
78.3
|
76.4
|
Income tax
|
4
|
25.4
|
20.3
|
Non-operating expense/(income),
net1
|
|
12.2
|
(2.1)
|
Fair value movement of contingent
consideration
|
|
4.7
|
13.7
|
Finance expense,
net1
|
|
40.2
|
33.9
|
Share-based payments
|
|
9.3
|
7.5
|
Impairment/write-off of intangible
assets
|
|
0.2
|
-
|
Impairment/write-off of
right-of-use assets
|
|
-
|
1.9
|
Impairment/write-off of property,
plant and equipment
|
|
0.2
|
1.9
|
|
|
|
|
Change in assets and
liabilities:
|
|
|
|
Inventories
|
|
6.7
|
(63.5)
|
Trade and other
receivables
|
|
(29.0)
|
(35.1)
|
Derivative financial
assets
|
|
4.8
|
13.9
|
Other non-current
receivables
|
|
(0.2)
|
(0.3)
|
Restricted cash
|
|
0.8
|
5.0
|
Trade and other
payables1
|
|
(56.5)
|
(10.5)
|
Provisions
|
|
(4.9)
|
5.2
|
Derivative financial
liabilities
|
|
(15.2)
|
(22.9)
|
Other non-current
payables1
|
|
1.5
|
(2.0)
|
Net cash generated from operations
|
|
188.5
|
128.7
|
Interest received
|
|
2.6
|
2.2
|
Interest paid
|
|
(45.1)
|
(30.6)
|
Payment of contingent
consideration arising from acquisitions1
|
9
|
(48.1)
|
(21.7)
|
Income taxes paid
|
|
(24.4)
|
(16.2)
|
Net cash generated from operating
activities
|
|
73.5
|
62.4
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
Acquisition of property, plant and
equipment and intangible assets
|
|
(50.6)
|
(58.7)
|
Acquisitions, net of cash
acquired
|
|
-
|
(56.7)
|
Proceeds from sale of property,
plant and equipment and other assets
|
|
0.3
|
0.5
|
Payment of contingent
consideration arising from acquisitions1
|
9
|
(22.8)
|
(73.0)
|
Net cash used in investing activities
|
|
(73.1)
|
(187.9)
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
Proceeds from
borrowings
|
7
|
105.3
|
158.7
|
Payment of lease
liabilities
|
|
(12.1)
|
(11.2)
|
Dividends paid
|
5
|
(91.5)
|
(87.7)
|
Net cash generated from financing
activities
|
|
1.7
|
59.8
|
Net change in cash and cash equivalents
|
|
2.1
|
(65.7)
|
Cash and cash equivalents at beginning of the
period
|
|
97.6
|
143.8
|
Effect of exchange rate changes on cash and cash
equivalents
|
|
(2.8)
|
(1.6)
|
Cash and cash equivalents at end of the
period
|
|
96.9
|
76.5
|
1. The comparatives
have been re-presented as outlined in Note 1 to the Condensed
Consolidated Financial Statements.
1.
Basis of preparation and accounting standards
Convatec Group Plc (the "Company")
is a public limited company incorporated in the United Kingdom. The
accompanying unaudited Condensed Consolidated Interim Financial
Statements of the Company and its subsidiaries (the "Group") for
the six months ended 30 June 2024 have been prepared in accordance
with the Disclosure and Transparency Rules of the Financial Conduct
Authority and with IAS 34 Interim Financial Reporting as adopted by
the United Kingdom. The Group has prepared the financial statements
on the basis that it will continue to operate as a going concern as
described further below.
The Condensed Consolidated Interim
Financial Statements should be read in conjunction with the 2023
Convatec Group Plc Annual Report and Accounts, which were prepared
in accordance with the United Kingdom adopted international
accounting standards and International Financial Reporting
Standards (IFRS) as issued by the International Accounting
Standards Board (IASB).
These Condensed Consolidated
Interim Financial Statements and the comparatives are unaudited,
except where otherwise indicated, and do not constitute statutory
financial statements. The statutory financial statements for the
Group in respect of the year ended 31 December 2023 have been
reported on by the Group's auditor and delivered to the Registrar
of Companies. The audit report on those accounts was (i)
unqualified, (ii) did not include a reference to any matters to
which the auditor drew attention by way of emphasis without
qualifying their report, and (iii) did not contain a statement
under section 498 (2) or (3) of the Companies Act 2006.
The Condensed Consolidated Interim
Financial Statements for the six months ended 30 June 2024 were
approved by the Board on 29 July 2024.
Going concern
As at 30 June 2024, the Group held
cash and cash equivalents of $96.9 million (31 December 2023: $97.6
million) and had borrowings of $1,331.3 million (31 December 2023:
$1,226.9 million). The borrowings as at 30 June 2024 comprised of
senior notes of $500.0 million, term loan of $250.0 million and
drawn multicurrency revolving credit facilities of $593.6 million,
net of unamortised financing fees of $12.3 million. The Group's
multicurrency revolving credit facility of $950.0 million is
committed until November 2028. The term loan of $250.0 million and
$500.0 million senior unsecured notes are repayable in 2027 and
2029 respectively. $356.4 million of the multicurrency revolving
credit facilities remained undrawn as at 30 June 2024, which
together with cash and cash equivalents of $96.9 million, provided
the Group with total liquidity of $453.3 million as at that date
(31 December 2023: $557.0 million). The principal financial
covenants remain unchanged and as at 30 June 2024, the Group was in
compliance with its financial covenants.
In preparing their assessment of
going concern, the Directors have considered available cash
resources, financial actual and forecast performance, including
strategy delivery, together with the Group's financial covenant
compliance requirements and principal risks and uncertainties. The
Group's liquidity remains strong as management continues to monitor
its liquidity requirements to ensure there is sufficient cash to
meet operational needs and maintain adequate
headroom.
The Board has reviewed the downside
scenarios as disclosed in the 2023 Annual Report and Accounts and
has concluded that these scenarios remain aligned to the Group's
principal risks and continue to adequately reflect the financial
risk of downside events and circumstances during the going concern
period. Under each scenario, the Group is forecast to retain
significant liquidity and covenant headroom throughout the going
concern period.
The Group has carried out a reverse
stress test against the forecast base case to determine the
performance levels that would result in a breach of covenants. For
a breach of covenants to occur in the next 12 months, before Board
and management mitigation, the Group would need to experience a
sustained revenue reduction of at least 10% across all categories
and markets. This was considered to be implausible given the
Group's strong global market position and diversified portfolio of
products and the mitigations available to the Board and management,
which include reducing expansionary capital investment.
Accordingly, at the time of
approving these Condensed Consolidated Interim Financial
Statements, the Directors have a reasonable expectation that the
Group will have adequate liquid resources to meet their respective
liabilities as they become due and will be able to sustain its
business model, strategy and operations and remain solvent for a
period of at least 12 months from 29 July 2024. Accordingly, they
continue to adopt the going concern basis in preparing the
Condensed Consolidated Interim Financial Statements.
Critical accounting judgements and key sources of estimation
uncertainty
The preparation of the Condensed
Consolidated Interim Financial Statements requires management to
make judgements, estimates and assumptions that affect the
application of accounting policies and the reported value of assets
and liabilities, income and expense. Actual results may differ from
these estimates or judgements of likely outcome. Management
regularly reviews, and revises as necessary, the accounting
judgements that significantly impact the amounts recognised in the
Condensed Consolidated Interim Financial Statements and the sources
of estimation uncertainty that are considered to be "key estimates"
due to their potential to give rise to material adjustments in the
Group's Consolidated Financial Statements within the next financial
year.
In preparing the Condensed
Consolidated Interim Financial Statements, no critical accounting
judgements have been identified.
One key source of estimation
uncertainty has been identified in respect of the provision for
contingent consideration on acquisitions.
The underlying drivers of the
contingent consideration are determined in accordance with the
contractual terms of the purchase agreements for each relevant
acquisition and may vary depending on the amounts or timing of
product revenues (including future revenues, which are inherently
uncertain), particularly when it relates to products which are
relatively new to market or not yet launched, the future
achievement of regulatory clearance for new products, or other
uncertainties deriving from the purchase agreement. The Group
estimates provisions for contingent consideration based on
information available at the balance sheet date.
Actual results may differ from
estimates or there may be delays to estimated timetables for
regulatory clearances which would lead to a change in estimate of
provisions for contingent consideration and may vary materially
within the next financial year. At 30 June 2024 the discounted
estimate of provisions for contingent consideration was $71.3
million (see Note 8 - Fair value measurement). Management has
determined that a reasonable possible range of discounted outcomes
within the next financial year is $15.9 million to $71.3
million.
New standards and interpretations applied for the first
time
The accounting policies adopted by
the Group in preparation of these Condensed Consolidated Interim
Financial Statements are consistent with those set out in the 2023
Annual Report and Accounts, except for the adoption of new
standards effective as of 1 January 2024. The Group has not early
adopted any standard, interpretation or amendment that has been
issued but is not yet effective.
On 1 January 2024, the Group
adopted the following amendments which are mandatorily effective
for the period beginning 1 January 2024:
- Liability in a Sale and Leaseback - Amendments to IFRS
16
- Classification of Liabilities as Current or Non-Current -
Amendments to IAS 1
- Non-current liabilities with Covenants - Amendments to IAS
1
The adoption during the year, of
the amendments and interpretations, has not had a material impact
on the Condensed Consolidated Interim Financial
Statements.
Prior year re-presentation
Certain line items in the primary
financial statements have been disaggregated to provide greater
clarity, and accordingly, the corresponding comparative amounts
have been re-presented for consistency and comparability between
periods.
Within the Condensed Consolidated
Income Statement, the fair value movement of contingent
consideration has been presented separately. The 2023 comparative
amount includes $11.6 million that was previously included within
finance expense, and $2.1 million previously included within
non-operating (expense)/income, net.
Within the Condensed Consolidated
Statement of Cash Flows, trade and other payables and other
non-current payables have been re-presented to separately disclose
the cash impact of movements in provisions of $5.2
million.
Within the Condensed Consolidated
Statement of Cash Flows, payment of contingent consideration
arising from acquisitions has been re-presented to separately
disclose the settlement of the amount initially recognised upon
acquisition of $73.0 million within cash flows from investing
activities, and the subsequent remeasurement of $21.7 million
within cash flows from operating activities. Consequently, net cash
generated from operating activities has reduced from $84.1 million
to $62.4 million, with a corresponding decrease in net cash used in
investing activities from $209.6 million to $187.9
million.
There is no impact on net profit,
net assets and net change in cash and cash equivalents presented
previously.
Asset held for sale
As a result of closing a small
factory in the Netherlands and migrating production to Slovakia,
the building in the Netherlands was classified as held for sale in
January 2024, at which point depreciation ceased. There is an
active programme to locate a buyer and the property is being
actively marketed for sale. The sale is expected to complete within
one year from the date of classification.
2. Revenue and segment information
The Board considers the Group's
business to be a single segment entity engaged in the development,
manufacture and sale of medical products and technologies. R&D,
manufacturing and central support functions are managed globally
for the Group. Revenues are managed both on a category and
geographic basis. This note presents the performance and activities
of the Group as a single segment.
|
Convatec's Executive Leadership
Team (CELT), as the Group's Chief Operating Decision Maker, is the
function that allocates resources and evaluates the Group's global
product portfolios on a revenue basis and evaluates profitability
and associated investment on an enterprise-wide basis due to shared
infrastructures and support functions between the categories.
Financial information in respect of revenues provided to the CELT
for decision-making purposes is made on both a category and
geographic basis. Resources are allocated on a Group-wide basis,
with a focus on both category and the key markets but primarily
based on the merits of each individual proposal.
Revenue by category
The following table sets out the
Group's revenue by category:
|
Six months ended 30
June
|
|
2024
|
2023
|
|
$m
|
$m
|
Advanced Wound Care
|
360.0
|
338.5
|
Ostomy Care
|
311.1
|
300.0
|
Continence Care
|
242.6
|
220.7
|
Infusion Care
|
199.5
|
186.3
|
Revenue excluding hospital care exit
|
1,113.2
|
1,045.5
|
Revenue from hospital care exit
|
0.2
|
10.0
|
Total
|
1,113.4
|
1,055.5
|
Revenue by geography
The following table sets out the
Group's revenue by regional geographic market in which third-party
customers are located:
|
Six months ended 30
June
|
|
2024
|
2023
|
|
$m
|
$m
|
North America
|
622.2
|
572.5
|
Europe
|
327.4
|
327.8
|
Rest of World
(RoW)1
|
163.8
|
155.2
|
Total
|
1,113.4
|
1,055.5
|
1. Rest of World
(ROW) comprises all countries in Asia Pacific, Latin America
(including Mexico and the Caribbean), the Middle East (including
Turkey) and Africa.
3. Finance income and expenses
Finance expenses arise from
interest on the Group's borrowings and lease liabilities. Finance
income arises from interest earned on investment of surplus
cash.
|
Finance costs, net for the six
months ended 30 June were as follows:
|
Six months ended 30
June
|
|
2024
|
2023
|
|
$m
|
$m
|
Finance income
|
|
|
Interest income on cash and cash
equivalents
|
1.8
|
2.2
|
Interest income on interest rate
derivatives
|
0.8
|
-
|
Total finance income
|
2.6
|
2.2
|
|
|
|
Finance expenses
|
|
|
Interest expense on
borrowings
|
(38.0)
|
(33.2)
|
Other financing-related
fees1
|
(4.8)
|
(3.5)
|
Interest expense on lease
liabilities
|
(1.7)
|
(1.7)
|
Capitalised
interest2
|
2.8
|
2.5
|
Other finance costs
|
(1.1)
|
(0.2)
|
Total finance expenses
|
(42.8)
|
(36.1)
|
Finance costs, net
|
(40.2)
|
(33.9)
|
1. Other
financing-related fees include the amortisation of deferred
financing fees of associated with the multicurrency revolving
credit facilities, term loans facilities and senior notes and
receivables financing fees.
2. Capitalised
interest was calculated using the Group's weighted average interest
rate over the period of 6.0% (2023: 5.5%) and will be treated as
tax deductible.
4. Income taxes
The Group's income tax expense is
accrued using the tax rate that would be applicable to expected
annual total earnings (i.e. the estimated average annual effective
income tax rate applied to the profit before tax).
|
The tax charge for the six months
ended 30 June 2024 has been calculated by applying the effective
rate of tax which is expected to apply to the Group for the year
ending 31 December 2024 using rates substantively enacted as at 30
June 2024.
For the six months ended 30 June
2024, the Group recorded an income tax expense of $25.4 million (30
June 2023: $20.3 million). The Group's reported effective tax rate
for the period ended 30 June 2024 was 24.4% (2023: 26.7%). The
decrease in the reported effective tax rate was principally driven
by the prior period including non-deductible acquisition costs and
prior year adjustments.
The Group continues to believe it
has made adequate provision for uncertain tax positions on open
issues in accordance with IFRIC 23 Uncertainty over Income Tax
Treatments. The ultimate liability for such matters may vary
from the amounts provided and is dependent upon the outcome of
discussions with relevant tax authorities or, where applicable,
appeal proceedings.
The Group has applied the temporary
exception as detailed in the IASB announcement "International Tax
Reform - Pillar Two Model Rules", which amended IAS 12 Income Taxes, and therefore has not
recognised nor disclosed information about deferred tax assets and
liabilities related to Pillar Two income taxes.
5. Dividends
The Board ensures that adequate
realised distributable reserves are available in the Company in
order to meet proposed shareholder dividends, and the purchase of
shares for employee share scheme incentives. The Company
principally derives distributable reserves from dividends received
from subsidiary companies.
In determining the level of
dividend in the year, the Board considers the following factors and
risks that may influence the proposed dividend:
- Availability of realised
distributable reserves
- Available cash resources and
commitments
- Strategic opportunities and
investments, in line with the Group's strategic plan
- Principal risks of the
Group
The Board paid the 2023 final
dividend in May 2024. The Board has taken into consideration
balancing the return to shareholders, and the additional investment
in transformation in the period. The decision to increase the
dividend for 2024 reflects the Board's confidence in the future
performance of the Group and the underlying financial strength,
distributable reserves position and cash generation of the Group
when assessing cash flow forecasts for the next two years from the
date of the dividend payment.
|
Dividends paid and proposed were as follows:
|
pence per
share
|
cents per
share
|
Total
|
Settled in
cash
|
Settled via
scrip
|
No of scrip shares
issued
|
|
$m
|
$m
|
$m
|
Final dividend 2022
|
3.657
|
4.330
|
92.4
|
87.7
|
4.7
|
1,717,549
|
Interim dividend 2023
|
1.380
|
1.769
|
34.4
|
23.0
|
11.4
|
4,199,962
|
Paid in 2023
|
5.037
|
6.099
|
126.8
|
110.7
|
16.1
|
5,917,511
|
Final dividend 2023
|
3.517
|
4.460
|
91.5
|
91.5
|
-
|
-
|
Paid in 2024 to date
|
3.517
|
4.460
|
91.5
|
91.5
|
-
|
-
|
Interim dividend 2024
proposed
|
1.422
|
1.822
|
37.3
|
|
|
|
The proposed interim dividend for
2024, to be distributed on 4 October 2024 to shareholders
registered at the close of business on 23 August 2024 is based upon
the issued and fully paid share capital as at 30 June 2024. The
dividend will be declared in US dollars and will be paid in
Sterling at the exchange rate of $1.281/£1.00 determined on 29 July
2024.
6. Earnings per share
Basic earnings per share is
calculated based on the Group's net profit for the year
attributable to shareholders divided by the weighted average number
of ordinary shares in issue during the year. The weighted average
number of shares is net of shares purchased by the Group and held
as own shares.
Diluted earnings per share take
into account the dilutive effect of all outstanding share options
priced below the market price in arriving at the number of shares
used in its calculation.
|
|
Six months ended 30
June
|
|
2024
|
2023
|
Net profit attributable to the
shareholders of the Group ($m)
|
78.6
|
55.7
|
Basic weighted average ordinary
shares in issue (number)
|
2,047,599,499
|
2,036,308,534
|
Dilutive impact of share awards
(number)
|
8,353,802
|
13,688,324
|
Diluted weighted average ordinary
shares in issue (number)
|
2,055,953,301
|
2,049,996,858
|
Basic earnings per share (cents
per share)
|
3.8¢ per
share
|
2.7¢ per
share
|
Diluted earnings per share (cents
per share)
|
3.8¢ per
share
|
2.7¢ per
share
|
The calculation of diluted
earnings per share does not contain any share options that were
non-dilutive for the year, because the average market price of the
Group's ordinary shares exceeded the exercise price.
7. Borrowings
The Group's sources of borrowing
for funding and liquidity purposes derive from senior notes and
credit facilities, including a committed revolving credit
facility.
|
The Group's consolidated
borrowings were as follows:
|
|
|
30 June
2024
|
31
December 2023
|
|
|
Year of
maturity
|
Face value
|
Face
value
|
|
Currency
|
$m
|
$m
|
Revolving Credit
Facility1
|
Multicurrency
|
2028
|
593.6
|
490.6
|
Term Loan
|
USD
|
2027
|
250.0
|
250.0
|
Senior Notes
|
USD
|
2029
|
500.0
|
500.0
|
Interest-bearing borrowings
|
|
|
1,343.6
|
1,240.6
|
Financing
fees2
|
|
|
(12.3)
|
(13.7)
|
Carrying value of borrowings
|
|
|
1,331.3
|
1,226.9
|
|
|
|
|
|
Current portion of borrowings
|
|
|
-
|
-
|
Non-current portion of borrowings
|
|
|
1,331.3
|
1,226.9
|
1. Included
within the Revolving Credit Facility as at 30 June 2024 was €50.0
million ($54.6 million), representing 9.0% of RCF debt denominated
in Euros and 91.0% denominated in US dollars. As at 31 December
2023, this was €100.0 million ($110.4 million) and £8.0 million
($8.2 million), representing 22.5% of RCF debt denominated in
Euros, 2.1% of the RCF debt denominated in GBP and 75.4%
denominated in US dollars.
2.
Financing fees of $12.3 million (31 December 2023: $13.7 million)
related to the remaining unamortised fees incurred on the credit
facilities and senior notes.
Credit facilities
The credit facilities held by the
Group are committed and available for the refinancing of certain
existing financial indebtedness and general corporate purposes. The
Group's bank credit facility of $1.2 billion comprises of a $250.0
million term loan and a $950.0 million multicurrency revolving
credit facility. As at 30 June 2024, the term loan was fully drawn
and $593.6 million of the revolving credit facility was drawn, with
$356.4 million undrawn.
Financial covenants
The principal financial covenants
are based on a permitted net debt to covenant-adjusted
EBITDA1 ratio and interest cover test as defined in the
credit facilities agreement. Testing is required on a semi-annual
basis, at June and December, based on the last 12 months' financial
performance. At 30 June 2024, the permitted net debt to
covenant-adjusted EBITDA1 ratio was a maximum of 3.50
times and the interest cover a minimum of 3.50 times, terms as
defined by the credit facilities agreement. In accordance with the
credit facilities agreement, the net debt to covenant-adjusted
EBITDA1 ratio can increase to a maximum 4.00 times for
permitted acquisitions or investments.
The Group was in compliance with
all financial and non-financial covenants at 30 June 2024, with
significant available headroom on the financial covenants (in
excess of $539.2 million debt headroom on the net debt to
covenant-adjusted EBITDA1).
1.
Covenant-adjusted EBITDA is calculated based on
terms as defined in the credit facilities agreement. This is
different to adjusted EBITDA, which is an alternative performance
measure (APM).
Senior notes
Unsecured senior notes of $500.0
million are subject to an interest cover financial covenant as
defined in the indentures which is a minimum of 2.0 times, with
testing required annually at 31 December on the last 12 calendar
months' financial performances.
8. Fair value measurement
Financial instruments are
classified as Level 1, Level 2, or Level 3 in the fair value
hierarchy in accordance with IFRS 13 Fair Value Measurements, based
upon the degree to which the fair value movements are observable.
Level 1 fair value measures are defined as those with quoted
(unadjusted) market prices in active markets for identical assets
or liabilities. Level 2 fair value measurements are defined as
those derived from inputs other than quoted prices that are
observable for the asset or liability, either directly (prices from
third parties) or indirectly (derived from third-party prices).
Level 3 fair value measurements are defined as those derived from
significant unobservable inputs.
|
The only instrument classified as
Level 1 are the senior notes, given the availability of quoted
market price. The Group's derivative financial instruments as well
as the Group's other borrowings are classified as Level 2, and the
Group's equity investment in preference shares, together with
contingent consideration arising on business combinations, are
classified as Level 3. There were no transfers between levels
during the year.
|
30 June
2024
|
31
December 2023
|
|
Carrying
amount
|
Fair value
|
Carrying
amount
|
Fair
value
|
|
$m
|
$m
|
$m
|
$m
|
Financial instruments measured at fair
value
|
|
|
|
|
Non-current
|
|
|
|
|
Equity investment
|
19.8
|
19.8
|
22.9
|
22.9
|
Derivative financial
liabilities
|
-
|
-
|
(0.9)
|
(0.9)
|
Contingent
consideration
|
(71.3)
|
(71.3)
|
(68.3)
|
(68.3)
|
|
|
|
|
|
Current
|
|
|
|
|
Derivative financial
assets
|
11.0
|
11.0
|
13.6
|
13.6
|
Derivative financial
liabilities
|
(7.9)
|
(7.9)
|
(16.7)
|
(16.7)
|
Contingent
consideration
|
-
|
-
|
(69.7)
|
(69.7)
|
|
|
|
|
|
Financial instruments not measured at fair
value
|
|
|
|
|
Non-current
|
|
|
|
|
Senior notes
|
(500.0)
|
(452.4)
|
(500.0)
|
(450.1)
|
Other borrowings
|
(593.6)
|
(864.6)
|
(490.6)
|
(774.9)
|
Senior notes and other borrowings
The Group's senior notes are listed
and their fair value has been obtained from quoted market data and
therefore categorised as a Level 1 measurement in the fair value
hierarchy under IFRS 13 Fair Value Measurements. For the Group's
other borrowings, the fair value is based on discounted cash flows
using a current borrowing rate and is categorised as a Level 2
measurement.
Derivative financial instruments
The Group holds interest rate swap
agreements to fix a proportion of variable interest on US dollar
and EURO denominated debt, in accordance with the Group's risk
management policy. The interest rate swaps are designated as
hedging instruments in a cash flow hedging relationship.
The fair values of the interest
rate swap agreements are calculated by discounting expected future
principal and interest cashflow and translating at the appropriate
balance sheet rates and are therefore categorised as a Level 2
measurement in the fair value hierarchy under IFRS 13 Fair Value
Measurements.
The Group uses forward foreign
exchange contracts, designated as cash flow hedges, to hedge
certain forecast third-party foreign currency transactions for up
to one year. When a commitment is entered into, a layered approach
is taken when hedging the currency exposure, ensuring that no more
than 100% of the transaction exposure is covered. The currencies
hedged by forward foreign exchange contracts are US dollars, Swiss
francs, Pound sterling, Danish krone and Japanese yen. The Group
further utilises foreign exchange contracts and swaps classified as
fair value through profit or loss (FVTPL) to manage short-term
foreign exchange exposure.
The fair values of the forward
foreign exchange contracts are calculated by discounting the
contracted forward values and translating at the appropriate
balance sheet rates and are therefore categorised as a Level 2
measurement in the fair value hierarchy under IFRS 13 Fair Value
Measurements.
Contingent consideration
Contingent consideration arising on
business combinations is classified as a recurring fair value
measurement within Level 3 of the fair value hierarchy, in line
with IFRS 13, Fair Value Measurements. Key unobservable inputs in
respect of the Group's acquisitions include actual results,
management forecasts and an appropriate discount rate.
Management has determined that the
potential range of undiscounted outcomes at 30 June 2024 is between
nil and $163.9 million, from a maximum undiscounted amount of
$163.9 million.
The table below shows an
indicative basis of the sensitivity to the income statement and
balance sheet at 30 June 2024.
|
Sales
forecast
|
|
Discount
rate
|
+5%
|
+10%
|
-5%
|
-10%
|
|
+1.0%
|
+2.0%
|
-1.0%
|
-2.0%
|
Increase/(decrease) in financial
liability and loss/(gain) in income statement
|
0.5
|
1.0
|
(0.6)
|
(1.1)
|
|
(2.2)
|
(4.2)
|
2.4
|
4.9
|
Equity investment
The investment is in relation to
the Group's investment in BlueWind Medical Limited in 2022. The
Group considers this investment to be strategic in nature and it is
not held for trading. In line with IFRS 13 Fair Value Measurement,
this investment has been classified as Level 3 in the fair value
hierarchy as its measurement is derived from significant
unobservable inputs by reference to available information,
including the current market value of similar instruments, recent
financing rounds and discounted cash flows of the underlying net
assets. The fair value of the investment has been determined by
using an average of three valuation methodologies, those being the
precedent transaction method, the income approach method and the
probability-weighted expected return model.
The Group made an irrevocable
election at initial recognition to present subsequent changes in
the fair value of the investment in other comprehensive income. It
was initially recorded at fair value plus transaction costs and is
remeasured to fair value at subsequent reporting dates. The fair
value of the investment at 30 June 2024 was $19.8 million (31
December 2023: $22.9 million), with the movement of $3.1 million
taken to the Condensed Consolidated Statement of Other
Comprehensive Income. No dividends were recognised during the
period.
9. Provisions
A provision is an obligation
recognised when there is uncertainty over the timing or amount that
will be paid. Provisions held by the Group are primarily in respect
of restructuring, dilapidations, legal liabilities and contingent
consideration. The contingent consideration provisions recognised
by the Group is in respect of acquisitions and includes amounts
contingent on future events such as development milestones and
sales performance.
|
The movements in provisions are as
follows:
|
Dilapidations
|
Restructuring
|
Legal
|
Contingent
consideration
|
Total
|
|
$m
|
$m
|
$m
|
$m
|
$m
|
1
January 2024
|
2.4
|
14.0
|
0.6
|
138.0
|
155.0
|
Charged to the income
statement
|
0.3
|
3.8
|
0.3
|
-
|
4.4
|
Fair value movement of contingent
consideration
|
-
|
-
|
-
|
4.7
|
4.7
|
Released to the income
statement
|
-
|
(1.5)
|
-
|
-
|
(1.5)
|
Utilised
|
-
|
(8.3)
|
-
|
(70.9)
|
(79.2)
|
Foreign exchange
|
-
|
(0.4)
|
-
|
(0.5)
|
(0.9)
|
30 June 2024
|
2.7
|
7.6
|
0.9
|
71.3
|
82.5
|
|
|
|
|
|
|
Current provision
|
|
|
|
|
7.9
|
Non-current provision
|
|
|
|
|
74.6
|
The expected payment profile of
the discounted provisions at 30 June 2024 and at 31 December 2023
was as follows:
|
30 June
2024
|
31
December 2023
|
|
$m
|
$m
|
Within 1 year
|
7.9
|
83.7
|
2 to 5 years
|
59.0
|
58.8
|
More than 5 years
|
15.6
|
12.5
|
Total
|
82.5
|
155.0
|
Dilapidation provisions
Dilapidation provisions are in
respect of contractual obligations, on the expiry of a lease, to
return leased properties in the condition which is specified in the
individual leases.
Restructuring provisions
Restructuring provisions are in
respect of the Group's strategic transformation activities. All
restructuring provisions are supported by detailed plans and a
valid expectation has been raised in those affected as required by
the Group's accounting policy.
Legal provision
The legal provision is in respect
of ongoing cases. Legal issues are often subject to uncertainties
over the timing and the final amounts of any
settlement.
Contingent consideration
As at 30 June 2024, the discounted
fair value of the contingent consideration payable in respect of
the Group's acquisitions was $71.3 million (31 December 2023:
$138.0 million). During the year, final earn out payments totalling
$70.9 million were made in respect of the Cure Medical and Triad
Life Sciences acquisitions ($22.8 million recognised within cash
flows from investing activities and $48.1 million recognised within
cash flows from operating activities in the Condensed Consolidated
Statement of Cash Flows). The net charge to the income statement in
respect of the changes in fair value of contingent consideration
(based on the best estimates of the amounts payable as at 30 June
2024) was $4.7 million. In addition, there was a foreign exchange
movement of $0.5 million from the re-translation of non-USD
denominated balances.
10. Foreign exchange
The following table summarises the
exchange rates used for the translation of currencies into US
dollars that have the most significant impact on the Group
results:
|
Average
rate/ Closing rate
|
Six months ended 30
June
|
|
Year
ended 31 December
|
Currency
|
2024
|
2023
|
|
2023
|
USD/EUR
|
Average
|
1.08
|
1.08
|
|
1.08
|
|
Closing
|
1.07
|
1.09
|
|
1.10
|
USD/GBP
|
Average
|
1.27
|
1.23
|
|
1.24
|
|
Closing
|
1.26
|
1.27
|
|
1.27
|
USD/DKK
|
Average
|
0.15
|
0.15
|
|
0.15
|
|
Closing
|
0.14
|
0.15
|
|
0.15
|
11. Related Party Transactions
There were no changes in the
related party transactions described in the 2023 Annual Report and
Accounts that have had a material effect on the financial position
or performance of the Group during the six months to 30 June
2024.
12. Commitments and contingencies
Capital commitments
At 30 June 2024, the Group had
non-cancellable commitments for the purchase of property, plant and
equipment, capitalised software and development of $19.3 million
(31 December 2023: $22.3 million).
Contingent liabilities
Other than disclosed elsewhere in
these financial statements, there were no contingent liabilities
recognised as at 30 June 2024 and 31 December 2023.
13. Subsequent events
The Group has evaluated subsequent
events through to 29 July 2024, the date the Condensed Consolidated
Interim Financial Statements were approved by the Board of
Directors.
On 29 July 2024, the Board declared
an interim dividend to be distributed on 4 October 2024. Refer to
Note 5 - Dividends for further details.
Directors' Responsibilities Statement
The Directors confirm that to the
best of their knowledge:
· The
Condensed Consolidated Financial Statements have been prepared in
accordance with IAS 34 as adopted by the United Kingdom;
and
· The
interim management report includes a fair review of the information
required by:
a. DTR
4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first
six months of the financial year and their impact on the Condensed
Consolidated Financial Statements; and a description of the
principal risks and uncertainties for the remaining six months of
the year; and
b. DTR
4.2.8R of the Disclosure and Transparency Rules, being related
party transactions that have taken place in the first six months of
the current financial year and that have materially affected the
financial position or performance of the entity during that period;
and any changes in the related party transactions described in the
last annual report that could do so.
The composition of the Board of
Directors of Convatec Group plc has not changed since reported in
the 2023 Annual Report and Accounts. A list of current Directors is
maintained on our corporate website (www.convatecgroup.com).
By order of the Board:
Karim Bitar
Chief Executive Officer
29 July 2024
|
Jonny Mason
Chief Financial Officer
29 July 2024
|
INDEPENDENT REVIEW REPORT TO CONVATEC GROUP
PLC
Conclusion
We have been engaged by the
company to review the condensed set of financial statements in the
half-yearly financial report for the six months ended 30 June 2024
which comprises the Condensed Consolidated Income Statement, the
Condensed Consolidated Statement of Comprehensive Income, the
Condensed Consolidated Statement of Financial Position, the
Condensed Consolidated Statement of Changes in Equity, the
Condensed Consolidated Statement of Cash Flows and related notes 1
to 13.
Based on our review, nothing has
come to our attention that causes us to believe that the condensed
set of financial statements in the half-yearly financial report for
the six months ended 30 June 2024, is not prepared, in all material
respects, in accordance with United Kingdom adopted International
Accounting Standard 34 and the Disclosure Guidance and Transparency
Rules of the United Kingdom's Financial Conduct
Authority.
Basis for Conclusion
We conducted our review in
accordance with International Standard on Review Engagements (UK)
2410 "Review of Interim Financial Information Performed by the
Independent Auditor of the Entity" issued by the Financial
Reporting Council for use in the United Kingdom (ISRE (UK) 2410). A
review of interim financial information consists of making
inquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing
(UK) and consequently does not enable us to obtain assurance that
we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit
opinion.
As disclosed in note 1, the annual
financial statements of the group are prepared in accordance with
United Kingdom adopted international accounting standards. The
condensed set of financial statements included in this half-yearly
financial report has been prepared in accordance with United
Kingdom adopted International Accounting Standard 34, "Interim
Financial Reporting".
Conclusion Relating to Going Concern
Based on our review procedures,
which are less extensive than those performed in an audit as
described in the Basis for Conclusion section of this report,
nothing has come to our attention to suggest that the directors
have inappropriately adopted the going concern basis of accounting
or that the directors have identified material uncertainties
relating to going concern that are not appropriately
disclosed.
This Conclusion is based on the
review procedures performed in accordance with ISRE (UK) 2410;
however future events or conditions may cause the entity to cease
to continue as a going concern.
Responsibilities of the directors
The directors are responsible for
preparing the half-yearly financial report in accordance with the
Disclosure Guidance and Transparency Rules of the United Kingdom's
Financial Conduct Authority.
In preparing the half-yearly
financial report, the directors are responsible for assessing the
group's ability to continue as a going concern, disclosing as
applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to
liquidate the company or to cease operations, or have no realistic
alternative but to do so.
Auditor's Responsibilities for the review of the financial
information
In reviewing the half-yearly
financial report, we are responsible for expressing to the company
a conclusion on the condensed set of financial statements in the
half-yearly financial report. Our Conclusion, including our
Conclusion Relating to Going Concern, are based on procedures that
are less extensive than audit procedures, as described in the Basis
for Conclusion paragraph of this report.
Use of our report
This report is made solely to the
company in accordance with ISRE (UK) 2410. Our work has been
undertaken so that we might state to the company those matters we
are required to state to it in an independent review report and for
no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the company,
for our review work, for this report, or for the conclusions we
have formed.
Deloitte LLP
Statutory Auditor
London, United Kingdom
29 July 2024