The Group's financial instruments comprise cash deposits, bank loans and overdrafts, finance lease obligations, derivatives used for hedging purposes and trade receivables and payables.
The Group reports in Sterling and pays dividends out of Sterling profits. The role of the Group's treasury activities is to manage and monitor the Group's external and internal funding requirements and financial risks in support of the Group's corporate activities.
The Board of Directors has approved a policy which governs all treasury activities.
The Group uses a variety of financial instruments, including derivatives, to finance its operations and to manage market risks from these operations. Derivatives, principally comprising forward foreign currency contracts, foreign currency options and interest rate swaps, are used to hedge against changes in foreign currencies and interest rates. Hedges of net investments in foreign operations are also used in the management of foreign currency risk.
The Group does not hold or issue derivative financial instruments for speculative purposes and the Group's treasury policy specifically prohibits such activity. All transactions in financial instruments are undertaken to manage the risks arising from underlying business activities, not for speculation.
The capital structure of the Group consists of net borrowings and shareholders' equity. At 30 June 2017, net borrowing was £120.0 million (2016: net borrowing was £116.6 million), whilst shareholders' equity was £302.6 million (2016: £276.6 million).
The Group maintains a strong capital base so as to maintain investors', creditors' and market confidence and to sustain future development of the business.
The Group manages its capital structure to maintain a prudent balance between debt and equity that allows sufficient headroom to finance the Group's product development programme and appropriate acquisitions. There were no changes in the Group's approach to capital management during the year.
The Group operates globally, primarily through subsidiary companies established in the markets in which the Group trades. The Group's operating subsidiaries are generally cash generative and none are subject to externally imposed capital requirements.
There are financial covenants associated with the Group's borrowings, which are interest cover, and net debt to underlying EBITDA. The Group complied with these covenants in 2017 and 2016.
Operating cash flow is used to fund investment in the development of new products as well as to make the routine outflows of capital expenditure, tax, dividends and repayment of maturing debt.
The Group's policy is to maintain borrowing facilities centrally which are then used to finance the Group's operating subsidiaries, either by way of equity investments or loans.
Financial Risk Management
The Group has exposure to the following risks from its use of financial instruments:
- liquidity risk
- market risk
- credit risk
This note presents information about the Group's exposure to each of the above risks, and the Group's objectives, policies and processes for measuring and managing risk.
Liquidity risk is the risk that the Group will not have sufficient funds to meet liabilities as they fall due. Cash flows and covenants of the Group are monitored quarterly. These are reviewed to ensure sufficient financial headroom exists for at least a 12 month period.
The Group manages its funding requirements through the following lines of credit:
- £205.0 million multi-currency revolving credit facility;
- £4.7 million bank loans; and
- various finance leases.
The Group's revised borrowing facilities at 30 June 2017 are detailed in note 21. Refer to note 35 for events after the reporting period for changes in the facility.
Market risk is the risk that changes in market prices, such as foreign exchange rates or interest rates, will affect the Group's income or the value of its holding of financial instruments.
Interest Rate Risk Management
The majority of the Group's borrowings bear interest at floating rates linked to base rate or LIBOR and are consequently exposed to cash flow interest rate risk.
The Group has hedged interest rate risk on a proportion of its revolving credit facility by means of an interest rate swap arrangement whereby the Group's exposure to fluctuations in LIBOR is fixed at a rate of 1.8% on the revolving credit facility. The amount of the revolving credit outstanding at 30 June 2017 was £176.8 million at the year end exchange rates (2016: £151.6 million).
Foreign Exchange Risk Management
Foreign currency transaction exposure arising on normal trade flows is not hedged. The Group matches receipts and payments in the relevant foreign currencies as far as possible. To this end, bank accounts are maintained for all the major currencies in which the Group trades. Translational exposure in converting the income statements of foreign subsidiaries into the Group's presentational currency of Sterling is not hedged.
The Group hedges selectively expected currency cash flows outside normal trading activities. During the previous year the Group designated a US dollar loan of $120.0 million, as a net investment hedge of US dollar net assets.
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations.
The Group considers its maximum credit risk to be £65.2 million (2016: £67.4 million), which is the total carrying value of the Group's financial assets excluding cash and cash equivalents.
Cash is only deposited with highly rated banks in line with our treasury policy.
The Group offers trade credit to customers in the normal course of business. Trade and bank references are obtained prior to extending credit.
Our principal customers are pharmaceutical wholesalers and distributors. The failure of a large wholesaler could have a material adverse impact on the Group's financial results.
The largest customer of the Group sits within the NA Pharmaceuticals segment and accounted for approximately 15.4% of gross trade receivables at 30 June 2017 (2016: 11.8%). This customer accounted for 18.5% (2016: 14.5%) of total Group revenues. One other customers accounted for more than 10% of total Group revenues (2016: none).
Receivables are written off when management considers the debt to be no longer recoverable.
Fair Value of Financial Assets and Liabilities
The following table presents the carrying amounts and the fair values of the Group's financial assets and liabilities at 30 June 2017 and 30 June 2016. The following assumptions were used to estimate the fair values:
- Cash and cash equivalents — approximated to the carrying amount.
- Forward exchange contracts — based on market price and exchange rates at the balance sheet date.
- Available for sale financial instruments — based on the market rates at year end.
- Derivatives (Interest rate swaps) — based upon the amount that the Group would receive or pay to terminate the instrument at the balance sheet date, being the market price of the instrument.
- Receivables and payables — approximated to the carrying amount.
- Bank loans and overdrafts — based upon discounted cash flows using discount rates based upon facility rates renegotiated at the year end.
- Finance lease obligations — based upon discounted cash flows using discount rates based upon the Group's cost of borrowing at the balance sheet date.
Analysis of Financial Instruments
The financial instruments of the Group are analysed as follows:
|Cash and cash equivalents||61,200||61,200||39,142||39,142|
|Available for sale financial instruments||—||—||129||129|
|Loans and receivables|
|— trade receivables||59,679||59,679||59,232||59,232|
|— other receivables||5,501||5,501||8,084||8,084|
|Total financial assets||126,380||126,380||106,587||106,587|
|Bank loans and overdrafts||(181,494)||(181,494)||(155,741)||(155,741)|
|Held for trading financial liabilities|
|— derivatives designated as hedges||—||—||(50)||(50)|
|Finance lease liabilities||(16)||(16)||(24)||(24)|
|Deferred and contingent consideration||(34,990)||(34,990)||(3,633)||(3,633)|
|Total financial liabilities||(256,646)||(256,646)||(200,984)||(200,984)|
|Net financial liabilities||(130,266)||(130,266)||(94,397)||(94,397)|
In March 2015, the Group made an investment of US$1 million in Jaguar Animal Health Inc. (Jaguar) to potentially gain access to the EU marketing rights for a companion animal product. At 30 June 2017, the Company holds 178,571 shares in Jaguar following its IPO. The Company also holds 89,286 warrants, which are valid for three years. The shares and warrants have been fully impaired during the period.
Fair Value Hierarchy
The table below analyses the Group's financial instruments carried at fair value, by valuation method. Where possible, quoted prices in active markets are used (Level 1). Where such prices are not available, the asset or liability is classified as Level 2, provided all significant inputs to the valuation model used are based on observable market data. If one or more of the significant inputs to the valuation model is not based on observable market data, the instrument is classified as Level 3. There were no transfers between Level 1 and Level 2 during the year.
|30 June 2017||Level 1|
|Available for sale financial instruments||—||—||—||—|
|Derivative financial liabilities||—||—||—||—|
|Deferred and contingent consideration for business combinations||—||—||(34,990)||(34,990)|
|30 June 2016||Level 1|
|Available for sale financial instruments||129||—||—||129|
|Derivative financial liabilities||—||(50)||—||(50)|
|Deferred and contingent consideration for business combinations||—||—||(3,633)||(3,633)|
Deferred and contingent consideration is recorded at fair value based on risk-adjusted future cash flows discounted using appropriate interest rates, which are reviewed annually. The inputs relating to future cash flows will include cash flows relating to the relevant contractual arrangements. There would be no material effect on the amounts stated from any reasonably probable change in such inputs at 30 June 2017. Refer to note 4 for amounts recognised in the Consolidated Income Statement in the year.
At 30 June 2017, the deferred and contingent consideration balance is made up of £0.5 million in relation to the Brovel acquisition, £3.0 million in relation to the Phycox acquisition, £3.6 million in relation to the Kane licensing agreement and £27.9 million in relation to the Animal Ethics licensing agreement. Movements in deferred and contingent consideration consist of: £0.8 million decrease due to foreign exchange differences, £28.8 million and £3.7 million in relation to the acquisition of the Medical Ethics Pty Ltd and Kane Biotech Inc licensing agreements respectively; payments of £0.7 million and £0.3 million of unwinding of discount.
Credit Risk — Overdue Financial Assets
The following table shows financial assets which are overdue and for which no impairment provision has been made:
|Up to one month||2,829||3,524|
|Between one and two months||625||1,844|
|Between two and three months||221||259|
|Over three months||624||200|
The movement in the impairment provision was as follows:
|At start of period||2,836||263|
|Impairment provision recognised||426||93|
|Acquired through business combinations||—||2,327|
|Foreign exchange differences||224||291|
|Impairment provision utilised||(315)||(138)|
|At end of period||3,171||2,836|
Liquidity Risk — Contracted Cash Flows of Financial Liabilities
The following table shows the cash flow commitments of the Group in respect of financial liabilities at 30 June 2017 and 30 June 2016. Where interest is at floating rates, the future interest payments have been estimated using current interest rates:
|At 30 June 2017||Deferred and contingent consideration|
|Bank loans and overdrafts|
|Trade and other payables|
|Arrangement fees netted off||—||351||—||—||351|
|Total committed cash flow||(61,767)||(181,554)||(17)||(40,146)||(283,484)|
|Within 6 months||(843)||(639)||(5)||(38,461)||(39,948)|
|Between 6 months and 1 year||(843)||(546)||(4)||(1,685)||(3,078)|
|Between 1 and 2 years||(3,349)||(1,258)||(7)||—||(4,614)|
|Between 2 and 3 years||(6,984)||(177,733)||(1)||—||(184,718)|
|Between 3 and 4 years||(6,398)||(1,184)||—||—||(7,582)|
|Between 4 and 5 years||(3,341)||(194)||—||—||(3,535)|
|Over 5 years||(40,009)||—||—||—||(40,009)|
|At 30 June 2016||Deferred and contingent consideration|
|Bank loans and overdrafts|
|Trade and other payables|
|Arrangement fees netted off||—||342||—||—||342|
|Total committed cash flow||(4,906)||(156,373)||(26)||(41,536)||(202,841)|
|Within 6 months||(234)||(632)||(5)||(41,536)||(42,407)|
|Between 6 months and 1 year||(234)||—||(5)||—||(239)|
|Between 1 and 2 years||(789)||—||(8)||—||(797)|
|Between 2 and 3 years||(961)||—||(7)||—||(968)|
|Between 3 and 4 years||(541)||(155,741)||(1)||—||(156,283)|
|Between 4 and 5 years||(570)||—||—||—||(570)|
|Over 5 years||(1,577)||—||—||—||(1,577)|
The contractual undiscounted cash flows in respect of derivative financial instruments are as follows:
|Within 6 months||—||50|
The Group has a contractual obligation to pay £nil (2016: £50,000), as its interest rate swap arrangement ended on 31 October 2016.
There are no other assets (2016: none) that have been impaired during the year.
Foreign Currency Exposure
The Sterling equivalents of financial assets and liabilities denominated in foreign currencies at 30 June 2017 and 30 June 2016 were:
|At 30 June 2017||Danish Krone|
|Bank loans and overdrafts||(12,957)||(7,911)||(127,144)||—|
|Net balance sheet exposure||(12,068)||(7,702)||(121,364)||5,721|
|At 30 June 2016||Danish Krone|
|Bank loans and overdrafts||(15,167)||(31,688)||(122,838)||—|
|Net balance sheet exposure||(15,169)||(32,959)||(121,629)||6,484|
Interest Rate Risk
A 2.0% increase in annual interest rates compared to those ruling at 30 June 2017 would reduce Group profit before taxation and equity by £3,620,000 (2016: £3,120,000).
Foreign Currency Risk
The Group has significant cash flows and net financial assets and liabilities in Danish Krone, US Dollar and Euro. The Group does not hedge either economic exposure or the translation exposure arising from the profits of non-Sterling businesses. The Group is hedging certain foreign currency translations through the designation of a US dollar loan as a net investment hedge of US dollar net assets.
The following table shows the impact on the Group's profit after taxation of a 10% appreciation of Sterling against each of these currencies compared to the rates prevailing at the year end date. In this analysis, only financial assets and liabilities held on the balances sheet at the year end are assessed and are only considered sensitive to foreign exchange rates where they are not in the functional currency of the entity that holds them. There is no impact on other equity reserves.
|Profit after taxation|
The sensitivities above represent the Directors' view of reasonably possible changes in each risk variable, not worst case scenarios or stress tests. The outputs from the sensitivity analysis are estimates of the impact of the effect of changes in market risks assuming that the specified changes occur at the year end and are applied to the risk exposures at that date. Accordingly, they show the impact on profitability and the balance sheet from such movements.
Actual results in the future may differ materially from these estimates due to commercial actions taken to mitigate any potential losses from such rate movements, to the interaction of more than one sensitivity occurring and to further developments in global financial markets. As such, this table should not be considered as a projection of likely future gains and losses.