For immediate release 10 June 2013
RWS Holdings plc ("the Group")
Half year report for the six months to 31 March 2013
Excellent performance from core business
inovia referred work and order book momentum underpins confidence for full year
RWS Holdings plc (RWS), Europe's leading provider of intellectual property support services (patent translations and searches) and commercial translations, today announces its half year results for the six months ended 31 March 2013.
Financial Highlights:
· Sales for the period up by 9% to £36.7m (H1 2012: £33.7m; H2 2012: £35.1m)
· Profit before tax* for the period up by 31% to £10.6m (H1 2012: £8.1m, H2 2012: £9.1m)
· Adjusted diluted earnings per share* up 31% to 18.9p (H1 2012: 14.4p)
· Interim dividend increased by 12% to 4.5p (2012: 4.0p)
· Net cash at period end increased by 24% to £28.0m (2012: £22.5m)
* before amortization of intangibles
Operational Highlights:
· Excellent performance in the Group's core patent translations business:
· Significant contribution from 2012 client wins and inovia referred work
· Further strong growth in China and Japan
· Growth in commercial translations driven by:
· Strong momentum in the medical sector
· A turnaround in German and Swiss operations
· Information grew modestly driven by an 11% increase in high margin PatBase revenues offset by continued weakness in smaller search and watch services
· inovia gross revenues for the nine months to 31 March 2013 increased by 27% to $18.2m
· Richard Thompson appointed as Group Finance Director
Current Trading and Post Period End:
· Strong trading performance in the first two months of the second half
· Net Euro trading exposure hedged at 1 Euro = 85p from 1 April to 30 September 2013, and at 1 Euro = 87p from 1 October to 31 March 2014. The Group has also built up substantial US$ balances as a natural hedge against the inovia earn-out liability due to be paid in September 2013.
· £2.3m acquisition of PharmaQuest announced on 1 May 2013
Executive Chairman Andrew Brode commented:
"RWS has delivered an excellent performance in the first half of the financial year, helped by foreign exchange gains, with most of its operating units well ahead of prior year results, and we have had a strong start to the second half of the year. A combination of an encouraging pipeline in our core patent business, good momentum in the inovia business, the recent addition of PharmaQuest to our medical translations division and the continued weakness of sterling leave us confident of delivering strong progress in the remainder of the year.
"Beyond the current year, we are well placed to continue increasing our share of the patent translation and intellectual property services market and the expected completion of the inovia acquisition in September 2013 will further enhance our growth prospects."
For further information contact:
RWS Holdings plc
Andrew Brode, Executive Chairman 01753 480200
MHP
Katie Hunt/Simon Hockridge 020 3128 8794
Numis
Stuart Skinner (Nominated Adviser) 020 7260 1000
James Serjeant (Corporate Broker)
About RWS:
RWS is the world's leading provider of patent translations and one of Europe's leading players in the provision of intellectual property support services and high level technical, medical, commercial, legal and financial translation services. Specialist divisions provide for the diverse needs of a blue-chip multinational client base from Europe, North America and Asia in the aerospace, automotive, chemical, defence, electronics, financial, insurance, legal, medical, pharmaceutical and telecommunications industries. RWS is based in the UK, with offices in Europe, New York, Tokyo and Beijing, and is listed on AIM, the London Stock Exchange regulated market (RWS.L).
RWS also has a one third interest in inovia Holdings Pty Limited which is headquartered in New York and is the largest non-law firm provider of international patent filing solutions globally. Its patented, web-based technology provides over 1000 law firm and corporate clients with cost effective processing of international patent applications, typically producing cost savings in excess of 30%. From its locations in the US, Australia and Europe, its patent filing service covers 122 countries.
Over 2,000,000 patent applications are filed globally per annum. Applications filed in Europe have more than doubled in the last ten years to 258,000 applications in 2012 (source: European Patent Office), a 5.24% increase from 2011. Applications from Asia have also seen continued significant growth.
For further information please visit: www.rws.com
Executive Chairman's Statement
The Group has delivered an excellent performance in the first half of the current financial year, with most of the Group's global operating divisions performing well despite the lack of economic growth in the wider economy. In addition, we are pleased with the performance of inovia, in which we acquired an initial minority stake in October 2011 and which we expect to fully acquire in September 2013. Its acquisition adds a highly complementary and scalable web-based patent filing platform to our existing patent search and translation offerings.
The core patent translations business further enhanced its market leading position, underpinned by growth in demand from both new and existing clients, translation work transferred from inovia and strong demand for its services in China and Japan. Commercial translations saw good demand from medical clients as well as a strong turnaround in the Group's German and Swiss operations. Encouragingly, in the information services business, PatBase subscription revenues advanced by a further 11%.
Business Overview
RWS is the world's leading provider of patent translations and one of Europe's leading players in the provision of intellectual property support services and high level technical, medical, commercial, legal and financial translation services. Its main business - patent translation - translates well over 65,000 patents and intellectual property related documents each year. It has a blue chip multinational client base from Europe, North America and Asia, active in patent filing in the medical, pharmaceutical, chemical, aerospace, defence, automotive and telecoms industries, as well as patent agents acting on behalf of such clients. The Group has two principal business activities: Translations, which accounts for over 90% of sales and incorporates patent and commercial translation services, and Information, which includes a comprehensive range of patent search, retrieval and monitoring services as well as PatBase, one of the world's largest searchable commercial patent databases, access to which is sold exclusively as a subscription service.
Strategy
Our strategy is focused upon organic growth complemented by deploying our substantial cash holdings for selective acquisitions, providing they can be demonstrated to enhance shareholder value. Organic growth is driven by increases in the worldwide patent filing activities of our existing and potential multinational clients, the growing demand for language services and our ability to increase our market share by winning new clients attracted by our leading position and reputation, in an otherwise fragmented sector.
In terms of acquisitive growth, having been generally pleased with the return on acquisitions made to date, we continue to search for suitable potential acquisitions in the high level commercial translation and intellectual property support services spaces. We seek niche businesses capable of delivering well above industry average levels of profitability or highly complementary businesses capable of reinforcing our dominant position in intellectual property support services. This strategy was most recently demonstrated by the acquisition of PharmaQuest Limited on 1 May 2013, as described below.
Results and Financial Review
Sales for the six months ended 31 March 2013 were up 9% at £36.7 million (H1 2012: £33.7 million). In constant currency terms, sales revenues would have been approximately £0.9 million higher.
After finance income of £0.1 million (2012: £0.4 million), which includes gains and losses on the fair value of forward foreign exchange contracts, profit before tax and amortization of intangibles was £10.6 million against £8.1 million in 2012, a rise of 31%. Adjusted diluted earnings per share were up 31% to 18.9p (2012: 14.4p).
At 31 March 2013, shareholder funds had reached £65.5 million (2012: £58.5 million), of which net cash represented £28.0 million (2012: £22.5 million).
Significant cash outlays included corporation tax and the final dividend for 2012, paid in February 2013, of £5.7 million (2012: £5.0 million). Free cash flow rose strongly from £6.4 million in 2012 to £8.8 million.
Currency Effects and Hedging
Sales revenues were up by 11.5% on a constant currency basis, but reported revenues were reduced by £0.9 million as a result of weaker average exchange rates for the Euro, the Swiss Franc and the Yen, whilst the US Dollar strengthened marginally. The £0.9 million revenue shortfall reduced reported profits by an estimated £0.3 million. The average rate used for conversion of the Euro was 83.3p to the € versus 84.25p in the first half of 2012. For the US dollar, the average rate was 1.578 dollars to the £ versus 1.585 dollars in the first half of 2012.
As a result of holding unhedged US$ balances in anticipation of the purchase of the remaining two thirds of inovia in September 2013, and from gains on Euro assets, the Group recorded a net favourable exchange variance of £1.6 million compared to the first half of 2012.
Looking forward, the Group has hedged its estimated net trading exposure to the Euro at 1 Euro = 85p from 1 April 2013 to 30 September 2013, and at 1 Euro = 87p from 1 October 2013 to 31 March 2014.
Dividend
The Directors have approved an interim dividend of 4.5 pence per share, an increase of 12% over the 2012 interim dividend of 4.0 pence, reflecting both the Group's strong performance to date and the Board's confidence in the Group's continued progress in the full financial year and beyond. This dividend will be paid on 26 July 2013 to those shareholders on the register on 28 June 2013. The Group remains committed to a progressive dividend policy, first announced at flotation in November 2003 and delivered in every year since then.
Operating Review
Translations
The Group's core patent translations business, which accounts for approximately 71% of Group sales, grew its revenues by 11% to £26.1 million (2012: £23.5 million) despite the anaemic growth rates prevailing in most of its markets. The Group continues to enhance its market leadership with a worldwide blue-chip client base composed of many of the world's most active patent filers. Our clients include 12 of the top 20 applicants at the World Intellectual Property Office and 14 of the top 20 applicants at the European Patent Office during 2012. Significantly, in the first half of this financial year, both the development of relationships with clients won in 2012 and the transfer of translation business from the inovia foreign filing services have helped to drive revenues forward. Those wins included our first two substantial Japanese corporates for international patent translations, an important breakthrough for future business in the country. We have continued to invest in our direct sales presence in the US, the largest potential market for intellectual property services, and whilst competition remains strong we are seeing some good opportunities. Given strong demand for our patent translation services from European and North American corporates seeking to file patent applications in China, we have similarly invested in additional headcount in our Beijing office. Revenues in China grew 94% and profits grew 68%, demonstrating that RWS made a timely decision to establish operations in the country. An additional welcome source of revenues in China has been our growing relationship with international patent bodies seeking translation of Chinese patent prosecution documents. Our Japanese patent translation activities also grew strongly. Both of these entities benefit significantly from business referred by other Group companies.
Our commercial translations business, which accounts for approximately 22% of Group sales, saw revenues increase by 4% to £8.0 million (2012: £7.7 million). This business includes all non-patent translations, a service sector which typically has greater exposure to competition and the economic cycle than patent related activities. Our focus, therefore, remains upon specialist niches where more attractive margins are available. In the half year we have enjoyed particularly good results from our medical translation activities and were pleased to see a turnaround in our businesses located in German speaking Europe, following corrective action and investment in customer support software.
Information
Our information business accounts for 7% of Group sales and grew very modestly during the half year (from £2.5 million in H1 2012 to £2.6 million in H1 2013). High margin revenues from PatBase subscriptions have increased by 11%, reflecting the database's continued market share gains, and driven by the Group's ongoing investment in its searchability and geographical coverage. The balance of information revenues are generated by our patent search and watch services, which have a greater sensitivity to the economic environment. As previously reported, demand has remained weak in this service line which accounts for just 2.5% of Group revenues but is a valuable additional service to many clients in the intellectual property sector.
Acquisitions
Progress on inovia Acquisition
In line with the Board's stated strategy, RWS announced on 11 October 2011 the acquisition of an initial one third interest in inovia Holdings Pty Limited ("inovia"), a leading provider of web-based international patent filing solutions, and an agreement to acquire the remaining share capital, for a maximum aggregate price of US$31.2m.
The total cash consideration comprises an initial payment of US$5.8 million (or £3.7 million) and deferred consideration for the remaining two thirds of the issued share capital, which will be calculated according to an agreed earnout formula and payable when we complete the acquisition, expected in September 2013. The earnout is based on three elements: inovia's sales, its EBITDA and the translation work it transfers to RWS.
For the year ended 30 June 2012, inovia's gross revenues were US$19.3m, an increase of 28% over 2011 and it achieved a maiden EBITDA of US$0.44m. In the nine months to 31 March 2013 its gross sales amounted to US$18.2 million, a rise of 27.3% over the corresponding period in the prior year.
The inovia team continues to deliver on its promise to exploit new commercial opportunities and collaboration initiatives, including the transfer of translations work between inovia and RWS. In the six months to March 2013, inovia directed translation orders to RWS resulting in sales of approximately £1.9 million, somewhat ahead of our initial expectations.
Post Period Acquisition
On 1 May 2013, RWS acquired the whole of the issued share capital of PharmaQuest Limited ("PharmaQuest"), whose principal activity is the provision of high quality translation and linguistic validation of patient reported outcomes from global clinical trials, for a net cash consideration of £2.3 million. PharmaQuest's adjusted profit before tax for the year ended 31 March 2013 was £0.6 million and the acquisition will be immediately earnings enhancing.
Market and Regulatory Update
Patent Filing Statistics
In March, the World Intellectual Property Office (WIPO) published figures showing a 6.6% increase in the 2012 PCT filings to 194,400 (2011: 182,379). The European Patent Office (EPO) also published figures in January showing the total number of European patent filings increased by 5.2% to 257,744 (2011: 244,934). Both the WIPO and EPO figures established new records for numbers of filings.
European Union Patent
We have in the past drawn the market's attention to the proposed European Union Patent ("the Unitary Patent") and its potential impact upon the Group's sales and profits. Despite significant legal hurdles it now appears likely that the Unitary Patent will come into effect in late-2014, and that the first patents could be granted in 2015. It should be noted that a number of member states of the current European Patent system are not EU members, and that Spain and Italy remain implacably opposed to the Unitary Patent. Professional opinion remains highly sceptical both as regards jurisdiction and the fee structure.
Because the proposed Unitary Patent will run in parallel with the existing system and will have a new and untried litigation system, our research indicates that there is currently little interest amongst large corporates and their professional advisers in using the new system. That being the case, we anticipate minimal loss of revenues in the first few years after the introduction of the Unitary Patent.
People
I would like to thank our staff for their ongoing commitment to providing and maintaining the high levels of service expected by our clients. Headcount has now reached 524 full time equivalents (2012: 485) and productivity continues to improve.
Directorate Change
RWS announced on 29 November 2012 that Mike McCarthy, who had served as Group Finance Director for 12 years, would retire on 31 December 2012. We also announced that Richard Thompson had joined the Board and would be appointed as Group Finance Director with effect from 1 January 2013.
Current Trading and Outlook
We have had a strong start to the second half of the year.
A combination of an encouraging pipeline in our core patent business, good momentum in the inovia business, the recent addition of PharmaQuest to our medical translations division and the continued weakness of sterling leave us confident of delivering strong progress in the remainder of the year.
Beyond the current year, we are well placed to continue increasing our share of the patent translation and intellectual property services market, and the completion of the inovia acquisition in September 2013 will further enhance our growth prospects.
Andrew Brode
Executive Chairman
10 June 2013
RWS Holdings plc |
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Condensed Consolidated Statement of Comprehensive Income |
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||||||
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Unaudited |
|
Audited |
|
Unaudited |
|
|
|
|
|
|
6 months ended |
|
Year ended |
|
6 months ended |
|
|
|
|
|
|
31 March 2013 |
|
30 September 2012 |
|
31 March 2012 |
|
|
|
|
Note |
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
36,666 |
|
68,825 |
|
33,690 |
Cost of sales |
|
|
|
|
(21,522) |
|
(39,614) |
|
(19,719) |
|
Gross profit |
|
|
|
|
15,144 |
|
29,211 |
|
13,971 |
|
Administrative expenses |
|
|
|
|
(5,048) |
|
(13,035) |
|
(6,541) |
|
Profit from operations |
|
|
|
|
10,096 |
|
16,176 |
|
7,430 |
|
Analysed as: |
|
|
|
|
|
|
|
|
|
|
Operating profit before charging: |
|
|
|
10,436 |
|
16,773 |
|
7,710 |
||
Amortization of customer relationships and trademarks |
|
|
(340) |
|
(597) |
|
(280) |
|||
Profit from operations |
|
|
|
|
10,096 |
|
16,176 |
|
7,430 |
|
Finance income |
|
|
|
|
78 |
|
405 |
|
427 |
|
Finance expense |
|
|
|
|
(32) |
|
(1) |
|
- |
|
Net finance income |
|
|
3 |
|
46 |
|
404 |
|
427 |
|
Share in results of associate |
|
|
|
107 |
|
18 |
|
(28) |
||
Profit before tax |
|
|
|
|
10,249 |
|
16,598 |
|
7,829 |
|
Taxation expense |
|
|
|
|
(2,511) |
|
(3,925) |
|
(1,945) |
|
Profit for the period |
|
|
|
|
7,738 |
|
12,673 |
|
5,884 |
|
Other comprehensive income * |
|
|
|
|
|
|
|
|
||
Exchange gain/(loss) on retranslation of foreign operations |
|
269 |
|
(694) |
|
(370) |
||||
Exchange loss on retranslation of associate operations |
|
|
- |
|
(135) |
|
(108) |
|||
Total other comprehensive income/(expense) |
|
|
269 |
|
(829) |
|
(478) |
|||
Total comprehensive income |
|
|
|
8,007 |
|
11,844 |
|
5,406 |
||
Total comprehensive income attributable to: |
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|
|
|||
Owners of the parent |
|
|
|
|
8,007 |
|
11,844 |
|
5,406 |
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per Ordinary share (pence per share) |
5 |
|
18.3 |
|
29.9 |
|
13.9 |
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|
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|
|
*Other Comprehensive Income includes only items that will be subsequently reclassified to Profit before tax when specific conditions are met. |
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|
RWS Holdings plc |
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|
Condensed Consolidated Statement of Financial Position |
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||||||
|
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|
Unaudited |
|
Audited |
|
Unaudited |
|
|
|
|
|
|
at |
|
at |
|
at |
|
|
|
|
|
|
31 March 2013 |
|
30 September 2012 |
|
31 March 2012 |
|
|
|
|
Note |
|
£'000 |
|
£'000 |
|
£'000 |
Assets |
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
14,329 |
|
14,053 |
|
12,913 |
Intangible assets |
|
|
|
|
4,041 |
|
4,274 |
|
3,220 |
|
Property, plant and equipment |
|
|
|
13,141 |
|
13,285 |
|
13,532 |
||
Investment in associate |
|
|
|
|
4,452 |
|
4,345 |
|
4,327 |
|
Deferred tax assets |
|
|
|
|
225 |
|
228 |
|
249 |
|
|
|
|
|
|
|
36,188 |
|
36,185 |
|
34,241 |
Current assets |
|
|
|
|
|
|
|
|
|
|
Trade and other receivables |
|
|
|
14,666 |
|
14,612 |
|
14,021 |
||
Derivative financial instruments |
|
|
|
228 |
|
260 |
|
366 |
||
Cash and cash equivalents |
|
6 |
|
28,036 |
|
25,096 |
|
22,477 |
||
|
|
|
|
|
|
42,930 |
|
39,968 |
|
36,864 |
Total assets |
|
|
|
|
79,118 |
|
76,153 |
|
71,105 |
|
Liabilities |
|
|
|
|
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|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
|
|
8,116 |
|
8,015 |
|
8,267 |
||
Income tax payable |
|
|
|
|
2,619 |
|
2,007 |
|
1,753 |
|
Put and call option liability |
|
|
|
769 |
|
769 |
|
- |
||
Provisions |
|
|
|
|
|
336 |
|
336 |
|
336 |
|
|
|
|
|
|
11,840 |
|
11,127 |
|
10,356 |
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
Other creditors |
|
|
|
|
100 |
|
100 |
|
769 |
|
Provisions |
|
|
|
|
|
530 |
|
530 |
|
547 |
Deferred tax liabilities |
|
|
|
|
1,116 |
|
1,167 |
|
941 |
|
|
|
|
|
|
|
1,746 |
|
1,797 |
|
2,257 |
Total liabilities |
|
|
|
|
13,586 |
|
12,924 |
|
12,613 |
|
Total net assets |
|
|
|
|
65,532 |
|
63,229 |
|
58,492 |
|
Equity |
|
|
|
|
|
|
|
|
|
|
Capital and reserves attributable to owners of the parent |
|
|
|
|
|
|||||
Share capital |
|
|
|
|
2,116 |
|
2,116 |
|
2,116 |
|
Share premium |
|
|
|
|
3,583 |
|
3,583 |
|
3,583 |
|
Reverse acquisition reserve |
|
|
|
(8,483) |
|
(8,483) |
|
(8,483) |
||
Foreign currency reserve |
|
|
|
|
1,750 |
|
1,481 |
|
1,832 |
|
Retained earnings |
|
|
|
|
66,566 |
|
64,532 |
|
59,444 |
|
Total equity |
|
|
|
|
65,532 |
|
63,229 |
|
58,492 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RWS Holdings plc |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Changes in Equity |
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|
||||||
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|
|
|
|
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|
|
|
|
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|
|
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|
|
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|
Total equity |
|
|
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|
|
|
|
|
Other |
|
attributable |
|
|
|
|
|
|
Share |
Share |
reserves |
Retained |
to owners |
|
|
|
|
|
|
capital |
premium |
(see below) |
earnings |
of the parent |
|
|
|
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
At 30 September 2011 (audited) |
|
|
|
2,116 |
3,583 |
(6,173) |
58,532 |
58,058 |
||
Profit for the period |
|
|
|
|
- |
- |
- |
5,884 |
5,884 |
|
Currency translation differences |
|
|
|
- |
- |
(478) |
- |
(478) |
||
Dividends |
|
|
|
|
|
- |
- |
- |
(4,972) |
(4,972) |
At 31 March 2012 (unaudited) |
|
|
|
2,116 |
3,583 |
(6,651) |
59,444 |
58,492 |
||
Profit for the period |
|
|
|
|
- |
- |
- |
6,789 |
6,789 |
|
Currency translation differences |
|
|
|
- |
- |
(351) |
- |
(351) |
||
Dividends |
|
|
|
|
|
- |
- |
- |
(1,701) |
(1,701) |
At 30 September 2012 (audited) |
|
|
|
2,116 |
3,583 |
(7,002) |
64,532 |
63,229 |
||
Profit for the period |
|
|
|
|
- |
- |
|
7,738 |
7,738 |
|
Currency translation differences |
|
|
|
- |
- |
269 |
- |
269 |
||
Dividends |
|
|
|
|
|
- |
- |
- |
(5,704) |
(5,704) |
At 31 March 2013 (unaudited) |
|
|
|
2,116 |
3,583 |
(6,733) |
66,566 |
65,532 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reverse |
Foreign |
Total |
|
|
|
|
|
|
|
|
acquisition |
currency |
other |
Other reserves |
|
|
|
|
|
|
reserve |
reserve |
reserves |
|
|
|
|
|
|
|
|
|
£'000 |
£'000 |
£'000 |
At 30 September 2011 (audited) |
|
|
|
|
|
(8,483) |
2,310 |
(6,173) |
||
Currency translation differences |
|
|
|
|
|
- |
(478) |
(478) |
||
At 31 March 2012 (unaudited) |
|
|
|
|
|
(8,483) |
1,832 |
(6,651) |
||
Currency translation differences |
|
|
|
|
|
- |
(351) |
(351) |
||
At 30 September 2012 (audited) |
|
|
|
|
|
(8,483) |
1,481 |
(7,002) |
||
Currency translation differences |
|
|
|
|
|
- |
269 |
269 |
||
At 31 March 2013 (unaudited) |
|
|
|
|
|
(8,483) |
1,750 |
(6,733) |
RWS Holdings plc |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Cash Flows |
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited |
|
Audited |
|
Unaudited |
|
|
|
|
|
|
6 months ended |
|
Year ended |
|
6 months ended |
|
|
|
|
|
|
31 March 2013 |
|
30 September 2012 |
|
31 March 2012 |
|
|
|
|
Note |
|
£'000 |
|
£'000 |
|
£'000 |
Cash flows from operating activities |
|
|
|
|
|
|
|
|||
Profit before tax |
|
|
|
|
10,249 |
|
16,598 |
|
7,829 |
|
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
Depreciation of property, plant and equipment |
|
|
307 |
|
593 |
|
293 |
|||
Amortization of intangible assets |
|
|
|
377 |
|
656 |
|
303 |
||
Finance income |
|
|
|
|
(78) |
|
(405) |
|
(427) |
|
Finance expense |
|
|
|
|
- |
|
1 |
|
- |
|
Operating cash flow before movements |
|
|
|
|
|
|
|
|||
in working capital and provisions |
|
|
|
10,855 |
|
17,443 |
|
7,998 |
||
(Increase)/decrease in trade and other receivables |
|
|
(178) |
|
63 |
|
468 |
|||
Increase in trade and other payables |
|
|
|
101 |
|
391 |
|
710 |
||
Cash generated from operations |
|
|
|
10,778 |
|
17,897 |
|
9,176 |
||
Income tax paid |
|
|
|
|
(1,945) |
|
(4,297) |
|
(2,488) |
|
Net cash inflow from operating activities |
|
|
8,833 |
|
13,600 |
|
6,688 |
|||
Cash flows from investing activities |
|
|
|
|
|
|
|
|||
Interest received |
|
|
|
|
127 |
|
98 |
|
65 |
|
Acquisition of subsidiary, net of cash acquired |
|
|
- |
|
(2,480) |
|
- |
|||
Acquisition of share in associate |
|
|
|
- |
|
(3,693) |
|
(3,693) |
||
Purchases of property, plant and equipment |
|
|
(148) |
|
(363) |
|
(302) |
|||
Purchases of intangibles (computer software) |
|
|
(19) |
|
(92) |
|
(10) |
|||
Net cash (outflow)/inflow from investing activities |
|
(40) |
|
(6,530) |
|
(3,940) |
||||
Cash flows from financing activities |
|
|
|
|
|
|
|
|||
Dividends paid |
|
|
|
|
(5,704) |
|
(6,673) |
|
(4,972) |
|
Net cash outflow from financing activities |
|
|
(5,704) |
|
(6,673) |
|
(4,972) |
|||
Net increase/(decrease) in cash and cash equivalents |
|
3,089 |
|
397 |
|
(2,224) |
||||
Cash and cash equivalents at the beginning of the period |
|
25,096 |
|
24,845 |
|
24,845 |
||||
Exchange loss on cash and cash equivalents |
|
|
(149) |
|
(146) |
|
(144) |
|||
Cash and cash equivalents at the end of the period |
6 |
|
28,036 |
|
25,096 |
|
22,477 |
|||
|
|
|
|
|
|
|
|
|
|
|
Free cash flow |
|
|
|
|
|
|
|
|
|
|
Analysis of free cash flow |
|
|
|
|
|
|
|
|
||
Net cash generated from operating activities |
|
|
10,778 |
|
17,897 |
|
9,176 |
|||
Net interest received |
|
|
|
|
127 |
|
98 |
|
65 |
|
Income tax paid |
|
|
|
|
(1,945) |
|
(4,297) |
|
(2,488) |
|
Purchases of property, plant and equipment |
|
|
(148) |
|
(363) |
|
(302) |
|||
Purchases of intangibles (computer software) |
|
|
(19) |
|
(92) |
|
(10) |
|||
Free cash flow |
|
|
|
|
8,793 |
|
13,243 |
|
6,441 |
|
|
|
|
|
|
|
|
|
|
|
|
RWS Holdings plc
Notes to the Condensed Consolidated Financial Statements
______________________________________________________________________
1 Accounting policies
Basis of preparation
The interim financial statements were approved by the Board of Directors on 7 June 2013. The interim results for the half years ended 31 March 2013 and 31 March 2012 are neither audited nor reviewed by our auditors and the accounts in this interim report do not therefore constitute statutory accounts in accordance with Section 434 of the Companies Act 2006. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group for the year ended 30 September 2012.
The Group's statutory accounts for the year ended 30 September 2012 have been filed with the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain any statements under s498 (2) or (3) of the Companies Act 2006 and did not contain any matters to which the auditors drew attention without qualifying their report.
The same accounting policies, presentation and methods of computation are followed in these condensed consolidated financial statements as were applied in the Group's latest annual audited financial statements except that in the current financial year, the Group has adopted a number of revised Standards and Interpretations. However, none of these has had a material impact on the Group's reporting.
__________________________________________________________________________________________________________
2 Segmental reporting
The Group comprises two divisions, the Translation division (for management reporting analysed between UK and Overseas operations) providing patent and technical document translation, filing and localisation services in the UK, USA, Europe, Japan and China, and the Information division, which offers a full range of patent search, retrieval and monitoring services as well as an extremely comprehensive patent database service accessible by subscribers, known as PatBase.
The unallocated segment relates to corporate overheads, assets and liabilities.
The segment results for the six months ended 31 March 2013 are as follows:
|
|
|
Translations |
Translations |
|
|
|
|
|
|
UK |
Overseas |
Information |
Unallocated |
Group |
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Revenue |
|
|
28,813 |
5,240 |
2,613 |
- |
36,666 |
Operating profit/(loss) before charging: |
|
|
8,656 |
1,049 |
1,090 |
(359) |
10,436 |
Amortization of customer relationships and trademarks |
(268) |
- |
(72) |
- |
(340) |
||
Operating profit/(loss) |
|
8,388 |
1,049 |
1,018 |
(359) |
10,096 |
|
Finance income |
|
|
|
|
|
78 |
|
Finance expense |
|
|
|
|
|
(32) |
|
Share in results of associate |
|
|
|
|
107 |
||
Profit before tax |
|
|
|
|
|
10,249 |
|
Taxation |
|
|
|
|
|
|
(2,511) |
Profit for the period |
|
|
|
|
|
7,738 |
|
|
|
|
|
|
|
|
|
Overseas intercompany sales to the UK amounting to £2.4 million are eliminated on consolidation. |
|||||||
|
|
|
|
|
|
|
|
Segment assets |
|
56,512 |
5,617 |
5,805 |
6,732 |
74,666 |
|
Investment in associate |
|
- |
4,452 |
- |
- |
4,452 |
|
Total assets |
|
56,512 |
10,069 |
5,805 |
6,732 |
79,118 |
|
Segment liabilities |
|
7,281 |
1,684 |
2,732 |
1,889 |
13,586 |
|
Net assets |
|
|
49,231 |
8,385 |
3,073 |
4,843 |
65,532 |
|
|
|
|
|
|
|
|
The segment results for the year ended 30 September 2012 were as follows:
|
|
|
|
Translations |
Translations |
|
|
|
|
|
|
|
UK |
Overseas |
Information |
Unallocated |
Group |
|
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Revenue |
|
|
|
53,250 |
10,596 |
4,979 |
- |
68,825 |
Operating profit/(loss) before charging: |
|
|
|
13,322 |
1,974 |
2,135 |
(658) |
16,773 |
Amortization of customer relationships and trademarks |
(549) |
- |
(48) |
- |
(597) |
|||
Operating profit/(loss) |
|
|
12,773 |
1,974 |
2,087 |
(658) |
16,176 |
|
Finance income |
|
|
|
|
|
|
405 |
|
Finance expense |
|
|
|
|
|
|
(1) |
|
Share in results of associate |
|
|
|
|
|
18 |
||
Profit before tax |
|
|
|
|
|
|
16,598 |
|
Taxation |
|
|
|
|
|
|
|
(3,925) |
Profit for the year |
|
|
|
|
|
|
12,673 |
|
|
|
|
|
|
|
|
|
|
Overseas intercompany sales to the UK amounting to £3.6 million were eliminated on consolidation. |
|
|
||||||
|
|
|
|
|
|
|
|
|
Segment assets |
|
|
49,081 |
5,310 |
4,527 |
12,890 |
71,808 |
|
Investment in associate |
|
|
- |
4,345 |
- |
- |
4,345 |
|
Total assets |
|
|
49,081 |
9,655 |
4,527 |
12,890 |
76,153 |
|
Segment liabilities |
|
|
7,237 |
1,728 |
1,970 |
1,989 |
12,924 |
|
Net assets |
|
|
|
41,844 |
7,927 |
2,557 |
10,901 |
63,229 |
|
|
|
|
|
|
|
|
|
The segment results for the six months ended 31 March 2012 were as follows: |
|
|
|
|
|
|
|
Translations |
Translations |
|
|
|
|
|
|
|
UK |
Overseas |
Information |
Unallocated |
Group |
|
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Revenue |
|
|
|
26,050 |
5,204 |
2,436 |
- |
33,690 |
Operating profit/(loss) before charging: |
|
|
|
6,373 |
650 |
1,052 |
(365) |
7,710 |
Amortization of customer relationships and trademarks |
(280) |
- |
- |
- |
(280) |
|||
Operating profit/(loss) |
|
|
6,093 |
650 |
1,052 |
(365) |
7,430 |
|
Finance income |
|
|
|
|
|
|
427 |
|
Share in results of associate |
|
|
|
|
|
(28) |
||
Profit before tax |
|
|
|
|
|
|
7,829 |
|
Taxation |
|
|
|
|
|
|
|
(1,945) |
Profit for the period |
|
|
|
|
|
|
5,884 |
|
|
|
|
|
|
|
|
|
|
Overseas intercompany sales to the UK amounting to £1.4 million were eliminated on consolidation. |
|
|
||||||
|
|
|
|
|
|
|
|
|
Segment assets |
|
|
48,008 |
3,885 |
6,088 |
8,797 |
66,778 |
|
Investment in associate |
|
|
- |
4,327 |
- |
- |
4,327 |
|
Total assets |
|
|
48,008 |
8,212 |
6,088 |
8,797 |
71,105 |
|
Segment liabilities |
|
|
7,140 |
1,250 |
2,519 |
1,704 |
12,613 |
|
Net assets |
|
|
|
40,868 |
6,962 |
3,569 |
7,093 |
58,492 |
|
|
|
|
|
|
|
|
|
__________________________________________________________________________________________________________
3 Finance income and expense
|
|
|
6 months ended |
|
Year ended |
|
6 months ended |
|||
|
|
|
31 March 2013 |
|
30 September 2012 |
|
31 March 2012 |
|||
|
|
|
£'000 |
|
£'000 |
|
£'000 |
|||
Finance income |
|
|
|
|
|
|
||||
- Returns on short-term deposits |
78 |
|
152 |
|
68 |
|||||
- Fair value of outstanding forward |
- |
|
253 |
|
359 |
|||||
foreign currency contracts |
|
|
|
|
|
|||||
Finance expense |
|
|
|
|
|
|||||
- Interest on deferred consideration |
- |
|
(1) |
|
- |
|||||
relating to an acquisition. |
|
|
|
|
|
|||||
- Fair value of outstanding forward |
(32) |
|
- |
|
- |
|||||
foreign currency contracts |
|
|
|
|
|
|||||
Net finance income |
|
|
46 |
|
|
404 |
|
427 |
||
__________________________________________________________________________________________________________
4 Dividends
|
|
|
6 months ended |
Year ended |
6 months ended |
|||
|
|
|
31 March 2013 |
30 September 2012 |
31 March 2012 |
|||
|
|
|
pence |
|
pence |
|
pence |
|
|
|
|
per share |
£'000 |
per share |
£'000 |
per share |
£'000 |
|
|
|
|
|
|
|
|
|
Interim paid July |
|
- |
- |
4.02 |
1,701 |
- |
- |
|
Final paid February |
|
13.48 |
5,704 |
11.75 |
4,972 |
11.75 |
4,972 |
|
Dividends paid to shareholders |
13.48 |
5,704 |
15.77 |
6,673 |
11.75 |
4,972 |
||
|
|
|
|
|
|
|
|
|
An interim dividend of 4.50 pence per Ordinary share will be paid on 26 July 2013 to Shareholders on the register at 28 June 2013. This dividend, declared by the Directors after the balance sheet date, has not been recognised in these financial statements as a liability at 31 March 2013. The interim dividend will reduce shareholders' funds by an estimated £1.9 million. |
__________________________________________________________________________________________________________
5 Earnings per Ordinary share
The Group shows both a basic and adjusted earnings per share figure as the Directors believe that this information will be of interest to the users of the accounts in measuring the Group's performance and underlying trends. |
|
|
|
6 months ended |
Year ended |
6 months ended |
||||
|
|
|
31 March 2013 |
30 September 2012 |
31 March 2012 |
||||
|
|
|
Earnings |
EPS |
Earnings |
EPS |
Earnings |
EPS |
|
|
|
|
£'000 |
Pence |
£'000 |
Pence |
£'000 |
Pence |
|
|
|
|
|
|
|
|
|
|
|
Profit for the period |
|
7,738 |
18.3 |
12,673 |
29.9 |
5,884 |
13.9 |
||
Amortization of customer relationships |
|
|
|
|
|
||||
and trademarks (after tax) |
257 |
0.6 |
460 |
1.1 |
207 |
0.5 |
|||
Adjusted earnings |
|
7,995 |
18.9 |
13,133 |
31.0 |
6,091 |
14.4 |
||
|
|
|
|
|
|
|
|
|
|
Basic earnings per share are based on the post-tax profit for the period and a weighted average number of Ordinary shares in issue during the period calculated as follows: |
|||||||||
|
|
|
Number of shares |
|
Number of shares |
|
Number of shares |
|
|
|
6 months ended |
|
Year ended |
|
6 months ended |
|
|
|
31 March 2013 |
|
30 September 2012 |
|
31 March 2012 |
|
|
|
|
|
|
|
|
Weighted average number of Ordinary |
|
|
|
|
|||
shares in issue for basic earnings |
42,315,968 |
|
42,315,968 |
|
42,315,968 |
__________________________________________________________________________________________________________
6 Cash and cash equivalents |
at |
|
at |
|
at |
|
31 March 2013 |
|
30 September 2012 |
|
31 March 2012 |
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
Cash at bank and in hand |
23,032 |
|
14,241 |
|
11,369 |
Short-term deposits |
5,004 |
|
10,855 |
|
11,108 |
Cash and cash equivalents in the cash |
|
|
|
|
|
flow statement |
28,036 |
|
25,096 |
|
22,477 |
Short-term deposits includes deposits with a maturity of three months or less, or deposits that can be readily converted into cash. The fair value of these assets supports their carrying value. |
__________________________________________________________________________________________________________
7 Events since the reporting date
On 30 April 2013 the Group acquired the entire issued share capital of Pharmaquest Limited for a net cash consideration of £2,289,000.
__________________________________________________________________________________________________________