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DCC PLC (DCC)

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Tuesday 10 November, 2015

DCC PLC

Interim Report for the six months ended 30/09/2015

RNS Number : 1081F
DCC PLC
10 November 2015
 

 

10 November 2015

 

Interim Report for the six months ended 30 September 2015

 

DCC, the international sales, marketing, distribution and business support services group, today announced its results for the six months ended 30 September 2015.

 

Highlights

2015

20141

% change

DCC Energy volumes (litres)

5.818b

5.215b

11.6%

Revenue (excl. DCC Energy)

£1.407b

£1.348b

4.3%

Operating profit2

£88.4m

£70.1m

26.1%

Adjusted earnings per share2

70.3p

59.3p

18.5%

Interim dividend

33.04p

28.73p

15.0%

Operating cash flow

£120.7m

£17.9m

 

                       

·     26.1% growth in Group operating profit, driven in particular by the performances of DCC Energy and DCC Healthcare.

 

·     Adjusted earnings per share on a continuing basis up 18.5% to 70.3 pence.

 

·     Interim dividend increased by 15% to 33.04 pence per share.

 

·     Strong cash flow performance with investment in net working capital reducing by 4.6 days.

 

·     Net cash position at 30 September 2015 of £153 million (pro-forma net debt of £170 million adjusting for the consideration for Butagaz).

 

·    Completion of acquisitions of Butagaz (ahead of schedule) and Esso Retail France, with both trading well.

 

·    Further bolt-on acquisitions announced today in DCC Healthcare and DCC Technology.

 

·     Assuming normal winter weather conditions in the balance of the financial year, the Group expects that both operating profit and adjusted earnings per share for the year ending 31 March 2016 will be very significantly ahead of the prior year and modestly ahead of current market consensus expectations.

 

 

Income Statement items have been restated to reflect the disposal of DCC Food & Beverage

Excluding net exceptionals and amortisation of intangible assets

 

 

Commenting on the results, Tommy Breen, Chief Executive, said:

 

"I am pleased to report that operating profit of £88.4 million was 26.1% ahead of the prior year in the seasonally less significant first half. This very strong Group performance was achieved through excellent performances from the Energy, Healthcare and Environmental divisions, notwithstanding a more difficult background for the Technology division.

 

Adjusted earnings per share increased by 18.5% to 70.3 pence.

 

The Board has decided to pay an interim dividend of 33.04 pence per share, which represents a 15% increase on the prior year.

 

The Group continued to be very active from a development perspective. DCC Energy successfully completed the acquisitions of Butagaz and Esso Retail in France and both businesses are performing well. The Healthcare and Technology divisions have also been active, with the acquisition of Design Plus by the Health & Beauty business and CUC by the Continental European Technology business.   

 

Assuming normal winter weather conditions in the balance of the financial year, the Group expects that both operating profit and adjusted earnings per share for the year ending 31 March 2016 will be very significantly ahead of the prior year and modestly ahead of current market consensus expectations.

 

The successful completion in May 2015 of the 5% share placing has ensured that the Group retains significant financial capacity for further development while preserving the balance sheet strength that has served it well over many years. DCC remains ambitious to continue the growth and development of its business."

 

 

 

Presentation of results and dial-in facility

There will be a presentation of these results to analysts and investors/fund managers at 8.45 am today in the London Stock Exchange.  The slides for this presentation can be downloaded from DCC's website, www.dcc.ie

 

A dial-in facility will be available for this meeting:

 

Ireland:                        1800 937 657

 

UK / International:        +44 (0) 203 427 1909

 

Passcode:                   6734192

 

This report and further information on DCC is available at www.dcc.ie

 

 

 

For reference, please contact:

Tommy Breen, Chief Executive

             Tel: +353 1 2799 400

Fergal O'Dwyer, Chief Financial Officer

Email: [email protected]

Kevin Lucey, Head of Group Finance & Investor Relations

                         Web: www.dcc.ie

 

 

 

Group Results

A summary of the Group's results for the six months ended 30 September 2015 is as follows:

 

 

                    2015

                      £'m

                    20141

                      £'m

% change

 

 

 

 

Revenue

       5,066

       5,425

-6.6%

Operating profit2

 

 

 

DCC Energy

         52.9

         31.9

+65.6%

DCC Technology

           8.6

         15.2

-43.6%

DCC Healthcare

         18.4

         15.9

+16.1%

DCC Environmental

           8.5

           7.1

+20.0%

Group operating profit2

         88.4

         70.1

                +26.1%

Equity accounted investments' profit after tax

                        0.2

           0.1

 

Finance costs (net)

        (14.6)

        (13.3)

 

Profit before net exceptionals, amortisation of intangible assets and tax

         74.0

         56.9

+30.0%

Net exceptional charge

          (9.7)

          (2.0)

 

Amortisation of intangible assets

        (11.8)

        (12.3)

 

Profit before tax from continuing operations

         52.5

         42.6

+23.1%

Profit before tax from discontinued operations

                           -

                        4.9

 

Taxation

        (10.3)

          (5.2)

 

Profit after tax

         42.2

         42.3

 

Non-controlling interests

          (0.9)

           -

 

Attributable profit

         41.3

         42.3

 

Adjusted earnings per share2

         70.3 pence

         59.3 pence

+18.5%

Dividend per share

         33.04 pence

         28.73 pence

+15.0%

Operating cash flow

       120.7

         17.9

 

Net cash / (debt) at 30 September

       153.4

      (272.8)

 

Pro-forma net debt at 30 September3

            (169.5)

       (272.8)

 

 

 

 

 

1 Income Statement items have been restated to reflect the disposal of DCC Food & Beverage

2 Excluding net exceptionals and amortisation of intangible assets

3Adjusting for the cash cost of the Butagaz acquisition which completed on 2 November 2015

 

  

Group revenue

Volumes in DCC Energy increased by 11.6%, driven by the first time contribution from the Esso Retail business in France. On an organic basis, volumes were modestly ahead of the prior year with continuing good organic growth in LPG volumes, partly as a result of oil to LPG conversions. Due to the impact of lower oil prices, DCC Energy's revenue declined by 10.2% (6.7% on a constant currency basis) with average selling prices per litre reducing by 19.6%.

 

Revenue from continuing operations excluding DCC Energy was up 4.3% (7.2% on a constant currency basis), driven by acquisitions.  

 

Overall, Group revenue from continuing operations decreased by 6.6% (3.2% on a constant currency basis) to £5.1 billion, reflecting the impact of lower oil prices.

 

Group operating profit

Group operating profit from continuing operations increased by 26.1% to £88.4 million in the seasonally less significant first half. This growth was held back by the movement in the rate used for translating the Group's non-sterling denominated profits into sterling. The average euro/sterling translation rate for the six months ended 30 September 2015 of 0.7193 was 11.1% weaker than the average of 0.8090 in the comparative period. Operating profit growth on a constant currency basis was 29.7% and approximately one third of this growth was organic.

 

Operating profit in DCC Energy, the Group's largest division, was 65.6% ahead of the prior year (73.2% ahead on a constant currency basis). Approximately half of this growth was organic and the balance was from first time contributions from Esso Retail France, DLG and Butagaz, all of which traded at, or ahead of, expectations.

 

Operating profit in DCC Technology was back 43.6% (£6.6 million) due to the weak performance of its UK business, despite growth in the Irish, Continental European and Supply Chain businesses. The UK business continued to be impacted by a reduction in sales of products from one large supplier and also experienced weaker than anticipated demand for tablet computing, smartphone and gaming products.

 

Operating profit in DCC Healthcare was 16.1% ahead of the prior year and benefitted from an improved sales mix and good cost control in DCC Vital and also from a very strong performance in DCC Health & Beauty Solutions.

 

DCC Environmental recorded excellent organic profit growth, with operating profit increasing to £8.5 million, 20.0% ahead of the prior year.

 

Finance costs (net)

Net finance costs increased to £14.6 million (2014: £13.3 million) as a result of the incremental interest cost of the additional US Private Placement debt which was drawn down during the first half of the prior year, with the Group's finance costs being driven by the level of gross debt. Average net debt during the period was £60 million compared to £339 million during the six months ended 30 September 2014.

 

Profit before net exceptional items, amortisation of intangible assets and tax

Profit before net exceptional items, amortisation of intangible assets and tax increased by 30.0% (32.9% on a constant currency basis) to £74.0 million. 

 

Net exceptional charge and amortisation of intangible assets

The Group incurred a net exceptional charge before tax and non-controlling interests of £9.7 million in the first six months of the year. The net charge principally reflects acquisition and restructuring costs and an IAS 39 charge, offset by a receipt in respect of the Pihsiang legal claim where there was a final cash recovery.

 

Acquisition related costs amounted to £4.6 million and restructuring costs amounted to £6.5 million. Acquisition costs include the professional fees and tax costs (such as stamp duty) relating to the evaluation and completion of acquisition opportunities.

 

Most of the Group's debt has been raised in the US Private Placement market and swapped, using long term interest, currency and cross currency interest rate derivatives, to both fixed and floating rate sterling and euro. The level of ineffectiveness calculated under IAS 39 on the fair value and cash flow hedge relationships relating to fixed rate debt, together with gains or losses arising from marking to market swaps not designated as hedges, offset by foreign exchange translation gains or losses on the related fixed rate debt, is charged or credited as an exceptional item. In the six months ended 30 September 2015, this amounted to an exceptional charge of £3.8 million. The exceptional gains and losses on the Group's private placement debt and related hedging instruments will net to zero on a cumulative basis over their lives.  

 

There was a final receipt of £5.2 million in relation to the Pihsiang legal claim.

 

The charge for the amortisation of acquisition related intangible assets decreased to £11.8 million from £12.3 million, principally reflecting a number of these intangible assets becoming fully amortised during the period.

 

Profit before tax

Profit before tax from continuing operations increased by 23.1% to £52.5 million.

 

Taxation

The effective tax rate for the Group in the first half is 16% and is based on the anticipated mix of profits for the full year. This compares to a full year tax rate in the prior year of 12.0%. The increase is primarily due to an increasing proportion of profits generated in Continental Europe.   

 

Adjusted earnings per share

Adjusted earnings per share increased by 18.5% (21.2% on a constant currency basis) to 70.3 pence and reflects the issue of 4.2 million new ordinary shares in the equity placing completed in May 2015.

 

Dividend

The Board has decided to pay an interim dividend of 33.04 pence per share, which represents a 15.0% increase on the prior year interim dividend of 28.73 pence per share. This dividend will be paid on 7 December 2015 to shareholders on the register at the close of business on 20 November 2015.

 

Cash flow

As with its operating profit, the Group's operating cash flow is significantly weighted towards the second half of the year. The cash flow of the Group for the six months ended 30 September 2015 can be summarised as follows:

 

Six months ended 30 September

 

2015

          £'m

 

2014

£'m

 

 

 

 

 

Operating profit

 
88.4
 
73.2
 
 
 
 
Increase in working capital
 
      (4.4) 
 
(82.5)
Depreciation and other
 
36.7
 
  27.2
 
 
 
 
Operating cash flow
 
120.7
 
17.9
 
 
 
 
Capital expenditure (net)
 
(51.3)
 
(36.3)
 
 
 
 
Free cash flow
 
69.4
 
(18.4)
 
 
 
 
 
Dividend from equity accounted investments                          
 
-
 
0.7
Interest and tax paid
 
(29.8)
 
(26.2)
 
 
 
 
 
Free cash flow after interest and tax
 
39.6
 
(43.9)
 
 
 
 
 
Acquisitions
 
(134.2)
 
(105.5)
Disposals
 
2.3
 
-
Dividends
 
(49.9)
 
(43.0)
Exceptional items (net)
 
(10.4)
 
(3.6)
Share issues
 
194.0
 
1.7
 
 
 
 
 
Net inflow / (outflow)
 
41.4
 
(194.3)
 
 
 
 
 
Opening net cash / (debt)
 
30.0
 
(87.3)
Translation and other
 
(7.8)
 
    8.8
Cash acquired - Butagaz
 
89.8
 
     -
Closing net cash / (debt)
 
153.4
 
(272.8)
 
 
 
 
 
Consideration for Butagaz
 
(322.9)
 
 
 
 
 
 
 
Pro-forma net debt
 
(169.5)
 
 
 
 
 
 
 

 

Operating cash flow in the six months ended 30 September 2015 of £120.7 million compared to £17.9 million in the prior year.  Working capital increased by £4.4 million with overall working capital days improving by 4.6 days to a negative 2.3 days sales. Working capital improvements were achieved by each of the Group's divisions with overall Group receivables days reducing from 29.3 days to 27.3 days.

 

Acquisitions and capital expenditure

A number of acquisitions, previously announced, were completed in the period from 1 April 2015 up to the date of this report. These included:

 

DCC Energy

Butagaz

As announced on 2 November 2015, DCC Energy completed the acquisition of Butagaz, a leading LPG business in France, from Shell. The acquisition of Butagaz represents the largest ever acquisition by DCC and a major step forward in the continuing expansion of its LPG business. The French LPG market is the second largest in Western Europe and approximately twice the size of the market in Britain. The acquisition of Butagaz has provided DCC Energy with a substantial presence in the French LPG market, an experienced management team and a high quality sales, marketing and operating infrastructure. Following receipt of competition clearance from the EU, the agreement to acquire Butagaz became unconditional in all respects on 1 September 2015, well ahead of the schedule anticipated at the time of announcing the acquisition. The economic risks and benefits and related cash flows have accrued to DCC and the Group has been in control since 1 September 2015; accordingly Butagaz has been consolidated by the DCC Group since that date.

 

The consideration for the acquisition of Butagaz (inclusive of cash acquired) of €450 million (£323 million) was accrued at 30 September 2015 and substantially all of this amount was paid on 2 November 2015 following the separation of the Butagaz IT infrastructure from Shell's global infrastructure. In addition, certain debt-like items provided for within the business will fall due over the medium term.

 

Esso Retail France

As previously announced on 24 June 2015, DCC completed the acquisition of the assets that comprise the Esso Express unmanned retail petrol station network and the Esso branded motorway concessions in France from Esso Société Anonyme Française. The business has annual volumes of approximately 1.9 billion litres and the total consideration, inclusive of stock in tank at the date of acquisition, was €130 million (£94 million).

 

DLG Denmark

In July 2015, following the receipt of competition clearance, DCC Energy combined its Danish oil distribution business with the fuel distribution activities of DLG, a leading Danish agricultural business. The transaction resulted in DCC Energy owning 60% of the enlarged business which distributes approximately 400 million litres of fuel and is being managed by DCC Energy's management team.

 

DCC Technology

Computers Unlimited

In May 2015, DCC Technology acquired Computers Unlimited for an initial enterprise value of £24 million. Computers Unlimited is a consumer technology distributor operating primarily in the UK but also with operations in France and Spain. The business has annual revenue of approximately £140 million and is focused on the 'connected home' and professional design market. The business distributes a range of products that are complementary to those distributed by DCC Technology, including design software, printers, accessories and premium audio systems.

 

 

Acquisition and capital expenditure committed

Committed acquisition and capital expenditure in the current period amounted to £91.7 million as follows:

 

 

       Acquisitions

Capex

      Total

 

       £'m

    £'m

         £'m

DCC Energy

3.5

23.6

27.1

DCC Technology

16.4

16.3

32.7

DCC Healthcare

20.5

4.6

25.1

DCC Environmental

    -

6.8

6.8

 

 

 

 

Total

40.4

51.3

91.7

 

 

Acquisition activity

Committed acquisition expenditure amounted to £40.4 million.

 

DCC Technology

CUC

In October 2015, DCC Technology made a binding offer for the acquisition of CUC Groupe ("CUC"), a cabling and connectors distribution business headquartered near Paris. Employing 192 people and with annual revenue of approximately €60 million, CUC sells a broad range of cabling products to over 9,000 customers (resellers, systems integrators and electricians) from its operations in France and Germany. The acquisition, which is expected to complete in the final quarter of the financial year, will add specialist expertise in cabling and connector products and significantly broaden the customer base of the Continental European business.

 

DCC Healthcare

Design Plus

In September 2015, DCC Health & Beauty Solutions strengthened its market position in the contract manufacture of creams and liquids through the acquisition of Design Plus (Holdings) Ltd ("Design Plus") based in Lancashire, England. The consideration, which was paid in cash at completion, was based on an enterprise value of £15 million. Design Plus brings specialist expertise in sachet filling - it is the leader in this market segment in Britain - and strong relationships with a complementary range of health and beauty brand owners and retailers in Britain, Continental Europe and the USA.

 

Espiner

In October 2015, DCC Vital acquired Espiner Medical ("Espiner"), a small medical devices company based near Bristol, England, for a modest consideration. Espiner has developed a range of tissue retrieval bags for use in a wide range of laparoscopic surgical procedures. The acquisition will increase DCC Vital's own brand revenues and also provides access to an established network of distributors in Europe, the USA and Australasia.

 

Total cash spend on acquisitions in the six months ended 30 September 2015

The previously announced acquisitions of Esso Retail France, DLG and Computers Unlimited, along with the acquisition of Design Plus and other smaller acquisitions, were completed during the six month period for a total consideration of £133 million. Inclusive of the payment of deferred and contingent acquisition consideration previously provided of £1 million, the total cash spend on acquisitions in the six months ended 30 September 2015 was £134 million. Substantially all of the consideration for Butagaz (inclusive of cash acquired) of £323 million accrued at 30 September 2015 was paid on 2 November 2015.

 

Capital expenditure

Net capital expenditure for the six months of £51.3 million (2014: £36.3 million) compares to a depreciation charge of £32.5 million (2014: £30.2 million).

 

As previously reported, DCC Technology is continuing to integrate its UK businesses under the Exertis brand and as part of this project is significantly upgrading its ERP and logistics infrastructure. DCC Technology has commenced the construction of a new, purpose built, 450,000 sq.ft. UK national distribution centre in the north of England, close to the majority of its existing facilities. The project is progressing well and the relocation to the new facility will take place on a staged basis, beginning in the second half of the year ending 31 March 2017.

 

Financial strength

An integral part of the Group's strategy is the maintenance of a strong and liquid balance sheet to leave it well placed to take advantage of opportunities as they arise. To that end, and cognisant that the Group had already committed to acquire both the Esso Retail and Butagaz businesses in France, the Group successfully completed a placing of new ordinary shares representing 5% of its issued share capital in May 2015. The shares were placed at a premium to the previous day's closing price, raising a net £193 million. 

 

As a result of the placing and the continuing strong focus on operating cash flow, DCC's financial position remains very strong. At 30 September 2015, the Group had pro-forma net debt (allowing for the cash cost for Butagaz) of £170 million and total equity of £1.2 billion. At the same date, DCC had pro-forma cash resources, net of overdrafts, of £951 million and a further £140 million of undrawn committed debt facilities. The Group's outstanding term debt at 30 September 2015 had an average maturity of 6.6 years. Substantially all of the Group's debt has been raised in the US Private Placement market with an average credit margin of 1.66% over floating Euribor/Libor.

 

Outlook

Assuming normal winter weather conditions in the balance of the financial year, the Group expects that both operating profit and adjusted earnings per share for the year ending 31 March 2016 will be very significantly ahead of the prior year and modestly ahead of current market consensus expectations.

 

 

 

Performance Review - Divisional Analysis

 

DCC Energy

2015

2014

% change

Volumes (litres)

5.818b

5.215b

11.6%

Revenue

£3.660b

£4.077b

-10.2%

Operating profit

£52.9m

£31.9m

65.6%

 

DCC Energy had an excellent first half with operating profit 65.6% ahead of the prior year (73.2% ahead on a constant currency basis). Approximately half of this growth was organic, benefitting from a strong performance in LPG.   

 

DCC Energy sold 5.8 billion litres of product, an increase of 11.6% over the prior year (+0.5% organic). 

 

DCC Energy made significant progress in its strategy to expand both its LPG and Retail & Fuel Card businesses through the acquisitions of Butagaz and the Esso Retail business in France.

 

The LPG business performed particularly well. Strong organic volume growth was achieved, driven by growth in sales to commercial and industrial customers, and the business also benefitted from a favourable product pricing environment.  The acquisition of Butagaz became unconditional in all respects on 1 September 2015 following the receipt of competition clearance and has been consolidated in DCC's results since that date. Butagaz significantly strengthens DCC's LPG business and positions it as the strong number two player in the French market.

 

The Oil Distribution business performed well in the first half. In July, following receipt of competition clearance, DCC Energy combined its Danish oil distribution business with the fuel distribution business of DLG, a leading Danish agricultural group, and the enlarged business contributed strongly in the first half.  DCC Energy now owns 60% of the enlarged group which distributes c. 400 million litres of oil in the Danish market.

 

DCC Energy made excellent progress in the development of its Retail & Fuel Card business.  On 24 June 2015, DCC completed the acquisition of the Esso Retail petrol station business in France, comprising 272 unmanned Esso Express sites and concessions to operate 47 Esso branded motorway sites.  The migration of the business onto DCC's newly developed operating platform went smoothly and the business has performed strongly since acquisition.  DCC continued to expand its retail petrol station business in Sweden where it operates 324 sites. DCC's Fuel Card business continued its track record of excellent organic volume and profit growth and is now the largest reseller of fuel cards in Britain. 

 

DCC Energy has significantly expanded its business since the start of the financial year and now operates across 10 countries in Europe and remains well positioned to grow in these markets and to continue to expand into new geographies. 

 

 

DCC Technology

2015

2014

% change

Revenue

£1.089b

£1.038b

4.9%

Operating profit

£8.6m

£15.2m

-43.6%

Operating margin

0.8%

1.5%

 

 

While revenue was in line with the prior year organically, operating profit in DCC Technology was significantly impacted by a weak performance in its UK business.  

 

Revenue in the UK, DCC Technology's largest market, declined by approximately 8% organically. While the gross profit percentage on a like-for-like basis was only modestly behind the prior year, the operating margin declined more significantly as costs within the business are typically fixed in nature in the short term and activity levels are significantly weighted to the second half.

 

The business in the UK continued to be impacted by a reduction in sales of mobile computing and communications products of one large supplier. As previously reported, these effects were first felt at the beginning of the second half of the prior year and consequently are expected to have less impact in the second half of the current year.  In addition, the business experienced weaker than anticipated demand in its market for tablet computing, smartphone and gaming products.

 

The UK business continued to progress the development of its new national distribution centre, located in Lancashire, and the upgrade of its IT infrastructure.  These developments, which will improve the efficiency of the business and support future growth, are expected to be completed by 31 March 2017.

 

DCC Technology's business in Ireland recorded strong growth and benefitted from improved demand across a number of product segments, partly reflecting the ongoing recovery in the Irish economy.

 

The business in Continental Europe achieved good growth, reflecting the acquisition of CapTech in Sweden in the prior year and strong organic growth in that business since acquisition.  DCC Technology is focused on broadening the product and service offering of its business in Continental Europe in areas such as mobile, smart home and supplies as well as developing its SME reseller proposition where it is currently under-represented. To this end, DCC Technology has made a binding offer to acquire CUC, a cabling and connectors distribution business headquartered near Paris with operations in France and Germany. The acquisition, which is expected to complete in the final quarter of the financial year, will add specialist expertise in cabling and connector products and significantly broaden the customer base of the Continental European business.

 

The Supply Chain Services business recorded good organic revenue and profit growth as business development activity drove increased volumes in lower margin finished goods programmes.

 

DCC Technology has strong positions in its key markets and a clear focus on capital and operational efficiency and remains confident that the development of its service and product portfolio leaves the business well positioned for renewed growth.

 

 

 

DCC Healthcare

2015

2014

% change

Revenue

£239.1m

£236.9m

0.9%

Operating profit

£18.4m

£15.9m

16.1%

Operating margin

7.7%

6.7%

 

 

DCC Healthcare continued its track record of strong operating profit growth in the first half with profits up 16.1%. The business generated good organic profit growth, benefitting from an improved sales mix and cost control in DCC Vital and organic sales growth in DCC Health & Beauty Solutions. Approximately half of the overall profit growth was from acquisitions completed in the current and prior year.

 

DCC Vital, which is focused on the sales, marketing and distribution of pharmaceuticals and medical devices in Britain and Ireland, recorded good operating profit growth across each of its business areas. In pharma, excellent organic growth was achieved in hospital injectables, including a strong performance from the Beacon Pharmaceuticals portfolio acquired in November 2014. In medical devices, the focus on increasing the proportion of sales generated by its own branded products and streamlining the agency portfolio drove an increase in contribution. The bolt-on acquisition in October 2015 of Espiner Medical, a specialist consumables business, further strengthened DCC Vital's own brand offering.  Williams Medical, the leading provider of medical supplies and services to GP surgeries in Britain, continued to perform well and delivered growth across its portfolio of equipment, consumables and related services.

 

DCC Health & Beauty Solutions, which provides outsourced solutions to nutrition and beauty brand owners in Europe, generated very strong organic operating profit growth. In nutrition, the business benefitted from strong sales growth with a number of European customers as well as further efficiencies from the successful integration of its Swedish tablet manufacturing and packing operations into its larger facility in Britain. The final phase of this integration is on course to be completed in the second half of the year.  In beauty, the business benefitted from a number of successful new product development projects on behalf of international brand owners.

 

In September 2015, DCC Health & Beauty Solutions completed the acquisition of Design Plus, the market leader in Britain in sachet filling for health and beauty brand owners, which enhances its service offering and provides access to a range of new customers. 

 

 

DCC Environmental

2015

2014

% change

Revenue

£78.3m

£73.6m

6.5%

Operating profit

£8.5m

£7.1m

20.0%

Operating margin

10.8%

9.6%

 

 

DCC Environmental performed very strongly during the first half of the year, increasing its operating profit by 20.0% to £8.5 million.

 

This performance was driven by business development initiatives, the improving economic environment in Ireland and continued growth in the construction sector in Britain. Despite declines in commodity prices, the business generated good operating leverage due to cost control. The business in Scotland relocated its Edinburgh operations to a new, larger facility which will enable the further development of DCC Environmental in this region.

 

 

Forward-looking statements

This announcement contains some forward-looking statements that represent DCC's expectations for its business, based on current expectations about future events, which by their nature involve risk and uncertainty.  DCC believes that its expectations and assumptions with respect to these forward-looking statements are reasonable, however because they involve risk and uncertainty as to future circumstances, which are in many cases beyond DCC's control, actual results or performance may differ materially from those expressed in or implied by such forward-looking statements.

 

Principal risks and uncertainties

The Board of DCC is responsible for the Group's risk management and internal control systems, which are designed to identify, manage and mitigate potential material risks to the achievement of the Group's strategic and business objectives. The Board has approved a Risk Management Policy which sets out delegated responsibilities and procedures for the management of risk across the Group.

 

The principal risks and uncertainties facing the Group in the short to medium term, as set out on pages 12 to 15 of the 2015 Annual Report (together with the principal mitigation measures), continue to be the principal risks and uncertainties facing the Group for the remaining six months of the financial year.

 

This is not an exhaustive statement of all relevant risks and uncertainties. Matters which are not currently known to the Board or events which the Board considers to be of low likelihood could emerge and give rise to material consequences. The mitigation measures that are maintained in relation to these risks are designed to provide a reasonable and not an absolute level of protection against the impact of the events in question.

 

Group Income Statement

                                                                                                                                                                                               Restated

 

 

Unaudited 6 months ended

 

Unaudited 6 months ended

 

Audited year ended

 

 

 

30 September 2015

 

30 September 2014

 

31 March 2015

 

 

 

Pre exceptionals

Exceptionals

(note 6)

 

Total

 

Pre exceptionals

 

 Exceptionals

 

Total

 

Pre exceptionals

 

Exceptionals

 

Total

 

 

Notes

£'000

£'000

£'000

 

£'000

£'000

£'000

 

£'000

£'000

£'000

 

Continuing operations

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue 

5

5,066,240

-

5,066,240

 

5,425,332

-

5,425,332

 

10,606,080

-

10,606,080

 

Cost of sales

 

(4,638,535)

-

(4,638,535)

 

(5,046,509)

-

(5,046,509)

 

(9,781,910)

-

(9,781,910)

 

Gross profit

 

427,705

-

427,705

 

378,823

-

378,823

 

824,170

-

824,170

 

Administration expenses

 

(147,726)

-

(147,726)

 

(130,462)

-

(130,462)

 

(262,923)

-

(262,923)

 

Selling and distribution expenses

(194,441)

-

(194,441)

 

(183,370)

-

(183,370)

 

(350,978)

-

(350,978)

 

Other operating income

 

5,916

5,291

11,207

 

7,528

1,159

8,687

 

19,657

3,798

23,455

 

Other operating expenses

 

(3,067)

(11,154)

(14,221)

 

(2,421)

(3,635)

(6,056)

 

(8,210)

(23,602)

(31,812)

 

Operating profit before amortisation of intangible assets

 

88,387

 

(5,863)

 

82,524

 

 

70,098

 

(2,476)

 

67,622

 

 

221,716

 

(19,804)

 

201,912

 

Amortisation of intangible assets

          (11,884)

-

(11,884)

 

         (12,320)

-

(12,320)

 

(24,057)

-

(24,057)

 

Operating profit

5

76,503

(5,863)

70,640

 

57,778

(2,476)

55,302

 

197,659

(19,804)

177,855

 

Finance costs

 

(32,161)

(3,819)

(35,980)

 

(29,164)

-

(29,164)

 

(60,216)

(2,191)

(62,407)

 

Finance income

 

17,532

-

17,532

 

15,894

471

16,365

 

31,288

-

31,288

 

Equity accounted investments' profit after tax

279

-

279

 

118

-

118

 

402

-

402

 

Profit before tax from continuing operations

62,153

(9,682)

52,471

 

44,626

(2,005)

42,621

 

169,133

(21,995)

147,138

 

Profit before tax from discontinued operations

-

-

-

 

2,623

2,224

4,847

 

5,088

11,079

16,167

 

Profit before tax

 

62,153

(9,682)

52,471

 

47,249

219

47,468

 

174,221

(10,916)

163,305

 

Income tax expense

7

(9,232)

(1,037)

(10,269)

 

(5,173)

-

(5,173)

 

(18,881)

-

(18,881)

 

Profit after tax for the financial period     

            52,921

(10,719)

42,202

 

          42,076

219

42,295

 

155,340

(10,916)

144,424

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

Owners of the Parent

 

 

41,270

 

 

 

42,310

 

 

 

144,427

 

Non-controlling interests

 

 

 

932

 

 

 

(15)

 

 

 

(3)

 

 

 

42,202

 

 

 

42,295

 

 

 

144,424

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per ordinary share

 

 

 

 

 

 

 

 

 

 

 

Basic - continuing operations

8

 

 

47.32p

 

 

 

45.26p

 

 

 

153.20p

 

Basic - total operations

8

 

 

47.32p

 

 

 

50.40p

 

 

 

171.97p

 

Adjusted - continuing operations

8

 

 

70.29p

 

 

 

59.30p

 

 

 

202.22p

 

Adjusted - total operations

8

 

 

70.29p

 

 

 

62.53p

 

 

 

209.19p

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per ordinary share

 

 

 

 

 

 

 

 

 

 

 

 

Diluted - continuing operations

8

 

 

46.91p

 

 

 

44.93p

 

 

 

152.10p

 

Diluted - total operations

8

 

 

46.91p

 

 

 

50.03p

 

 

 

170.73p

 

Adjusted - continuing operations

8

 

 

69.69p

 

 

 

58.87p

 

 

 

200.76p

 

Adjusted - total operations

8

 

 

69.69p

 

 

 

62.07p

 

 

 

207.67p

 

                                 

 

Group Statement of Comprehensive Income

 

 

 

Unaudited

 

Unaudited

 

Audited

 

 

 

6 months

 

6 months

 

year

 

 

 

ended

 

ended

 

ended

 

 

 

30 Sept.

 

30 Sept.

 

31 March

 

 

 

2015

 

2014

 

2015

 

 

 

£'000

 

£'000

 

£'000

 

 

 

 

 

 

 

 

 

Group profit for the period

 

42,202

 

42,295

 

144,424

 

 

 

 

 

 

 

 

 

Other comprehensive income:

 

 

 

 

 

 

Items that may be reclassified subsequently to profit or loss

 

 

 

 

 

 

Currency translation:

 

 

 

 

 

 

 

- arising in the period

 

6,956

 

(7,903)

 

(15,007)

 

- recycled to the Income Statement on disposal

 

-

 

-

 

(2,721)

 

Movements relating to cash flow hedges

 

(3,881)

 

(4,004)

 

(6,942)

 

Movement in deferred tax liability on cash flow hedges

 

1,337

 

20

 

324

 

 

4,412

 

(11,887)

 

(24,346)

 

Items that will not be reclassified to profit or loss

 

 

 

 

 

 

Group defined benefit pension obligations:

 

 

 

 

 

 

- remeasurements

8,041

 

(12,129)

 

(19,302)

 

- movement in deferred tax asset

(1,132)

 

1,443

 

2,187

 

 

6,909

 

(10,686)

 

(17,115)

 

 

 

 

 

 

 

 

Other comprehensive income for the period, net of tax

11,321

 

(22,573)

 

(41,461)

 

 

 

 

 

 

 

 

 

Total comprehensive income for the period

 

53,523

 

19,722

 

102,963

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

Owners of the Parent

 

51,996

 

20,034

 

103,555

 

Non-controlling interests

 

1,527

 

(312)

 

(592)

 

 

 

 

 

 

 

 

 

 

 

53,523

 

19,722

 

102,963

 

                           
 

Group Balance Sheet

 

 

Unaudited

 

Unaudited

 

Audited

 

 

30 Sept.

 

30 Sept.

 

31 March

 

 

2015

 

2014

 

2015

 

Notes

£'000

 

£'000

 

£'000

ASSETS

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

Property, plant and equipment

 

723,360

 

483,919

 

464,689

Intangible assets

 

1,115,861

 

784,608

 

759,179

Equity accounted investments

 

5,329

 

5,305

 

4,963

Deferred income tax assets

 

12,338

 

10,431

 

9,380

Derivative financial instruments

 

194,133

 

95,709

 

233,150

 

 

2,051,021

 

1,379,972

 

1,471,361

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Inventories

 

402,658

 

399,395

 

320,655

Trade and other receivables

 

898,780

 

938,228

 

847,274

Derivative financial instruments

 

5,900

 

5,747

 

5,395

Cash and cash equivalents

 

1,458,748

 

1,075,909

 

1,260,942

 

 

2,766,086

 

2,419,279

 

2,434,266

Assets classified as held for sale

 

-

 

57,624

 

12,196

 

 

2,766,086

 

2,476,903

 

2,446,462

Total assets

 

4,817,107

 

3,856,875

 

3,917,823

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

Capital and reserves attributable to owners of the Parent

 

 

 

 

Share capital

 

15,443

 

14,688

 

14,688

Share premium

 

274,339

 

83,032

 

83,032

Share based payment reserve

10

13,623

 

11,649

 

12,756

Cash flow hedge reserve

10

(13,006)

 

(7,828)

 

(10,462)

Foreign currency translation reserve

10

39,044

 

42,216

 

32,683

Other reserves

10

932

 

932

 

932

Retained earnings

 

849,323

 

776,509

 

849,119

Equity attributable to owners of the Parent

 

1,179,698

 

921,198

 

982,748

Non-controlling interests

 

24,314

 

4,525

 

4,245

Total equity

 

1,204,012

 

925,723

 

986,993

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

Borrowings

 

1,285,721

 

1,209,269

 

1,314,386

Derivative financial instruments

 

1,083

 

16,177

 

92

Deferred income tax liabilities

 

75,060

 

26,892

 

30,533

Post employment benefit obligations

12

(79)

 

15,053

 

10,230

Provisions for liabilities and charges

 

220,531

 

36,213

 

29,016

Deferred and contingent acquisition consideration

 

40,319

 

40,285

 

40,149

Government grants

 

1,098

 

1,461

 

1,272

 

 

1,623,733

 

1,345,350

 

1,425,678

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Trade and other payables

 

1,383,587

 

1,287,277

 

1,312,136

Current income tax liabilities

 

27,952

 

25,057

 

16,095

Borrowings

 

199,657

 

218,222

 

149,472

Derivative financial instruments

 

18,891

 

7,992

 

7,902

Provisions for liabilities and charges

 

24,799

 

5,335

 

8,096

Deferred and contingent acquisition consideration

 

334,476

 

10,389

 

3,235

 

 

1,989,362

 

1,554,272

 

1,496,936

Liabilities associated with assets classified as held for sale

 

-

 

31,530

 

8,216

 

 

1,989,362

 

1,585,802

 

1,505,152

Total liabilities

 

3,613,095

 

2,931,152

 

2,930,830

 

 

 

 

 

 

 

Total equity and liabilities

 

4,817,107

 

3,856,875

 

3,917,823

 

 

 

 

 

 

 

Net cash/(debt) included above (including cash attributable to assets held for sale)

 

11

 

153,429

 

 

(272,828)

 

 

29,987

 

 

 

 

Group Statement of Changes in Equity

 

For the six months ended 30 September 2015

Attributable to owners of the Parent

 

 

 

 

 

 

Other

 

Non-

 

 

Share

Share

Retained

reserves

 

controlling

Total

 

capital

premium

earnings

(note 10)

Total

interests

equity

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

 

 

 

 

 

 

 

 

At 1 April 2015

    14,688

83,032

  849,119

   35,909

   982,748

         4,245

   986,993

 

 

 

 

 

 

 

 

Profit for the period

-

-

    41,270

             -

     41,270

            932

     42,202

Currency translation

              -

                 -

              -

     6,361

       6,361

            595

       6,956

Group defined benefit pension obligations:

               

                  

               

 

               

 

 

- remeasurements

              -

-

      8,041

             -

       8,041

                -

       8,041

- movement in deferred tax asset

              -

-

     (1,132)

             -

     (1,132)

                -

     (1,132)

Movements relating to cash flow hedges

              -

-

               -

    (3,881)

     (3,881)

                -

     (3,881)

Movement in deferred tax liability on cash flow hedges

              -

-

               -

     1,337

       1,337

                -

       1,337

Total comprehensive income

              -

-

     48,179

     3,817

     51,996

         1,527

     53,523

Issue of share capital (net of expenses)

         755

191,307

               -

             -

   192,062

                -

   192,062

Re-issue of treasury shares

              -

-

       1,922

             -

       1,922

                -

       1,922

Share based payment

              -

-

               -

        867

          867

                -

          867

Dividends

              -

-

   (49,897)

             -

   (49,897)

                -

   (49,897)

Non-controlling interests arising on acquisition

              -

-

               -

             -

               -

       18,542

     18,542

 

 

 

 

 

 

 

 

At 30 September 2015

    15,443

274,339

   849,323

   40,593

1,179,698

       24,314

1,204,012

 

For the six months ended 30 September 2014

Attributable to owners of the Parent

 

 

 

 

 

 

Other

 

Non-

 

 

Share

Share

Retained

reserves

 

controlling

Total

 

capital

premium

earnings

(note 10)

Total

interests

equity

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

 

 

 

 

 

 

 

 

At 1 April 2014

14,688

83,032

786,158

57,540

941,418

4,837

946,255

 

 

 

 

 

 

 

 

Profit for the period

-

-

    42,310

             -

    42,310

            (15)

    42,295

Currency translation

              -

                 -

              -

    (7,606)

     (7,606)

          (297)

     (7,903)

Group defined benefit pension obligations:

               

                  

               

 

               

 

 

- remeasurements

              -

-

   (12,129)

             -

   (12,129)

                -

   (12,129)

- movement in deferred tax asset

              -

-

       1,443

             -

       1,443

                -

       1,443

Movements relating to cash flow hedges

              -

-

               -

    (4,004)

     (4,004)

                -

     (4,004)

Movement in deferred tax liability on cash flow hedges

              -

-

               -

          20

            20

                -

            20

Total comprehensive income

              -

-

     31,624

  (11,590)

     20,034

          (312)

     19,722

Re-issue of treasury shares

              -

-

       1,717

             -

       1,717

                -

       1,717

Share based payment

              -

-

               -

     1,019

       1,019

                -

       1,019

Dividends

              -

-

   (42,990)

             -

   (42,990)

                -

   (42,990)

 

 

 

 

 

 

 

 

At 30 September 2014

    14,688

83,032

   776,509

   46,969

   921,198

         4,525

   925,723

 

For the year ended 31 March 2015

Attributable to owners of the Parent

 

 

 

 

 

 

Other

 

Non-

 

 

Share

Share

Retained

reserves

 

controlling

Total

 

capital

premium

earnings

(note 10)

Total

interests

equity

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

 

 

 

 

 

 

 

 

At 1 April 2014

14,688

83,032

786,158

57,540

941,418

4,837

946,255

 

 

 

 

 

 

 

 

Profit for the financial year

-

-

   144,427

             -

   144,427

             (3)

   144,424

Currency translation:

 

 

 

 

 

 

 

- arising in the year

              -

                 -

               -

  (14,418)

    (14,418)

          (589)

   (15,007)

- recycled to the Income Statement on disposal

   -

                 -

               -

    (2,721)

      (2,721)

                -

     (2,721)

Group defined benefit pension obligations:

               

                  

               

 

               

 

 

- remeasurements

              -

-

   (19,302)

             -

    (19,302)

                -

   (19,302)

- movement in deferred tax asset

              -

-

       2,187

             -

       2,187

                -

       2,187

Movements relating to cash flow hedges

              -

-

               -

    (6,942)

      (6,942)

                -

     (6,942)

Movement in deferred tax liability on cash flow hedges

              -

-

               -

        324

          324

                -

          324

Total comprehensive income

              -

-

   127,312

  (23,757)

   103,555

          (592)

   102,963

Re-issue of treasury shares

              -

-

       1,699

             -

       1,699

                -

       1,699

Share based payment

              -

-

               -

     2,126

       2,126

                -

       2,126

Dividends

              -

-

   (66,050)

             -

    (66,050)

                -

   (66,050)

 

 

 

 

 

 

 

 

At 31 March 2015

    14,688

83,032

   849,119

   35,909

   982,748

         4,245

   986,993

                 

 

Group Cash Flow Statement

 

 

Unaudited

 

Unaudited

 

Audited

 

 

6 months

 

6 months

 

year

 

 

ended

 

ended

 

ended

 

 

30 Sept.

 

30 Sept.

 

31 March

 

 

2015

 

2014

 

2015

 

 

£'000

 

£'000

 

£'000

Cash flows from operating activities

 

 

 

 

 

 

Profit for the period

 

42,202

 

42,295

 

144,424

Add back non-operating expenses/(income)

 

 

 

 

 

 

-  tax

 

10,269

 

5,173

 

18,881

-  share of equity accounted investments' profit

 

(279)

 

(401)

 

(489)

-  net operating exceptionals

 

5,863

 

252

 

8,725

-  net finance costs

 

18,448

 

12,915

 

31,313

Group operating profit before exceptionals

 

76,503

 

60,234

 

202,854

Share-based payments expense

 

867

 

1,019

 

2,126

Depreciation

 

32,534

 

30,222

 

59,710

Amortisation of intangible assets

 

11,884

 

13,009

 

25,345

Loss/(profit) on disposal of property, plant and equipment

 

208

 

(643)

 

(3,256)

Amortisation of government grants

 

(176)

 

(179)

 

(358)

Other

 

3,346

 

(3,342)

 

(11,159)

(Increase)/decrease in working capital

 

(4,427)

 

(82,462)

 

102,556

Cash generated from operations before exceptionals

 

120,739

 

17,858

 

377,818

Exceptionals

 

(10,386)

 

(3,631)

 

(16,454)

Cash generated from operations

 

110,353

 

14,227

 

361,364

Interest paid

 

(31,348)

 

(27,513)

 

(59,678)

Income tax paid

 

(15,927)

 

(13,066)

 

(32,361)

Net cash flows from operating activities

 

63,078

 

(26,352)

 

269,325

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

Inflows:

 

 

 

 

 

 

Proceeds from disposal of property, plant and equipment

 

3,439

 

3,249

 

16,054

Government grants received

 

-

 

52

 

52

Dividends received from equity accounted investments

 

-

 

647

 

828

Disposal of subsidiaries and equity accounted investments

 

2,296

 

-

 

55,090

Interest received

 

17,479

 

14,383

 

31,222

 

 

23,214

 

18,331

 

103,246

Outflows:

 

 

 

 

 

 

Purchase of property, plant and equipment

 

(54,695)

 

(39,588)

 

(79,401)

Acquisition of subsidiaries

 

(134,744)

 

(91,448)

 

(101,738)

Net cash/(debt) acquired on acquisition of subsidiaries

 

91,429

 

(5,812)

 

(5,485)

Deferred and contingent acquisition consideration paid

 

(1,059)

 

(8,215)

 

(16,326)

 

 

(99,069)

 

(145,063)

 

(202,950)

Net cash flows from investing activities

 

(75,855)

 

(126,732)

 

(99,704)

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

Inflows:

 

 

 

 

 

 

Proceeds from issue of shares

 

193,984

 

1,717

 

1,699

Increase in interest-bearing loans and borrowings

 

-

 

448,989

 

448,989

Increase in finance lease liabilities

 

68

 

-

 

-

 

 

194,052

 

450,706

 

450,688

Outflows:

 

 

 

 

 

 

Repayment of interest-bearing loans and borrowings

 

-

 

(124,305)

 

(169,631)

Repayment of finance lease liabilities

 

(83)

 

(551)

 

(486)

Net cash outflow on derivative financial instruments

 

-

 

(13,869)

 

(9,832)

Dividends paid to owners of the Parent

 

(49,897)

 

(42,990)

 

(66,050)

 

 

(49,980)

 

(181,715)

 

(245,999)

Net cash flows from financing activities

 

144,072

 

268,991

 

204,689

 

 

 

 

 

 

 

Change in cash and cash equivalents

 

131,295

 

115,907

 

374,310

Translation adjustment

 

13,322

 

(26,222)

 

(58,206)

Cash and cash equivalents at beginning of period

 

1,129,665

 

813,561

 

813,561

Cash and cash equivalents at end of period

 

1,274,282

 

903,246

 

1,129,665

 

 

 

 

 

 

 

Cash and cash equivalents consists of:

 

 

 

 

 

 

Cash and short term bank deposits

 

1,458,748

 

1,075,909

 

1,260,942

Overdrafts

 

(184,466)

 

(174,130)

 

(133,629)

Cash and short term deposits attributable to assets held for sale

 

-

 

1,467

 

2,352

 

 

1,274,282

 

903,246

 

1,129,665

 

 

 

 

 

 

 

               
 

Notes to the Condensed Financial Statements

for the six months ended 30 September 2015

 

 

1.         Basis of Preparation

 

The Group condensed interim financial statements which should be read in conjunction with the annual financial statements for the year ended 31 March 2015 have been prepared in accordance with the Transparency (Directive 2004/109/EC) Regulations 2007, the related Transparency rules of the Irish Financial Services Regulatory Authority and in accordance with International Accounting Standard 34, Interim Financial Reporting (IAS 34) as adopted by the EU.

 

The preparation of the interim financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of certain assets, liabilities, revenues and expenses together with disclosure of contingent assets and liabilities.  Estimates and underlying assumptions are reviewed on an ongoing basis. 

 

These condensed interim financial statements for the six months ended 30 September 2015 and the comparative figures for the six months ended 30 September 2014 are unaudited and have not been reviewed by the Auditors.  The summary financial statements for the year ended 31 March 2015 represent an abbreviated version of the Group's full accounts for that year, on which the Auditors issued an unqualified audit report and which have been filed with the Registrar of Companies

 

 

2.         Accounting Policies

 

The accounting policies and methods of computation adopted in the preparation of the Group condensed interim financial statements are consistent with those applied in the Annual Report for the financial year ended 31 March 2015 and are described in those financial statements on pages 123 to 132.

 

The Group has adopted the following amendments to existing standards during the period which did not result in a material change to the Group's consolidated financial statements:

·      IAS 19 Defined Benefit Plans: Employee Contributions;

·      Annual Improvements 2010-2012 Cycle; and

·      Annual Improvements 2011-2013 Cycle.

 

There were a number of other amendments to existing standards which became effective for the Group for the first time from 1 April 2015.  None of these had a material impact on the Group.

 

 

3.         Going Concern

 

Having reassessed the principal risks facing the Group (as detailed on pages 12 to 15 of the Annual Report for the year ended 31 March 2015), the Directors believe that the Group is well placed to manage these risks successfully.

 

The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, a period of not less than twelve months from the date of this report.  For this reason, the Directors continue to adopt the going concern basis of accounting in preparing the condensed interim financial statements.

 

 

 

4.         Reporting Currency

 

The Group's financial statements are presented in sterling, denoted by the symbol '£'. Results and cash flows of operations based in non-sterling countries have been translated into sterling at average rates for the period, and the related balance sheets have been translated at the rates of exchange ruling at the balance sheet date.  The principal exchange rates used for translation of results and balance sheets into sterling were as follows:

 

 

 

                   Average rate

 

    Closing rate

 

 

 

     6 months

      6 months

               Year

 

     6 months

      6 months

               Year

 

           ended

           ended

           ended

 

           ended

           ended

           ended

 

        30 Sept.

        30 Sept.

      31 March

 

        30 Sept.

        30 Sept.

      31 March

 

            2015

              2014

                2015

 

             2015

              2014

              2015

 

          Stg£1=

          Stg£1=

          Stg£1=

 

          Stg£1=

           Stg£1=

          Stg£1=

 

 

 

 

 

 

 

 

Euro

           1.3902

           1.2361

           1.2674

 

           1.3541

           1.2865

            1.3749

Danish Krone

         10.3763

           9.2234

           9.4577

 

         10.1013

           9.5756

         10.2705

Swedish Krona

         13.0057

         11.2682

         11.6866

 

         12.7397

         11.7670

         12.7734

Norwegian Krone

         12.2304

         10.2270

         10.7266

 

         12.8971

         10.4451

         11.9669

                           

 

 

5.         Segmental Reporting

 

DCC is a sales, marketing, distribution and business support services group headquartered in Dublin, Ireland.  Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.  The chief operating decision maker has been identified as Mr. Tommy Breen, Chief Executive and his executive management team.  The Group is organised into four operating segments: DCC Energy, DCC Technology, DCC Healthcare and DCC Environmental.

 

DCC Energy sells, markets and distributes oil products and services for transport, commercial/industrial, marine, aviation and home heating use in Europe.  DCC Energy sells, markets and distributes liquefied petroleum gas for similar uses in Europe.  DCC Energy also owns, operates and supplies unmanned and manned retail service stations in Europe. 

 

DCC Technology sells, markets and distributes a broad range of consumer and SME focused technology products in Europe.

 

DCC Healthcare sells, markets and distributes pharmaceutical and medical devices in Britain and Ireland. DCC Healthcare also provides outsourced product development, manufacturing, packaging and other services to health and beauty brand owners in Europe. 

 

DCC Environmental provides a broad range of waste management and recycling services to the industrial, commercial, construction and public sectors in Britain and Ireland.

 

Net finance costs and income tax are managed on a centralised basis and therefore these items are not allocated between operating segments for the purpose of presenting information to the chief operating decision maker and accordingly are not included in the detailed segmental analysis below.

 

Intersegment revenue is not material and thus not subject to separate disclosure.

 

      

An analysis of the Group's performance by segment and geographic location is as follows:

 

 

 

 

(a)           By operating segment

 

 

 

 

 

 

 

 

 

                      Unaudited six months ended 30 September 2015

 

       

 

                                                                                 DCC                      DCC                  DCC                     DCC                   

                                                                             Energy          Technology       Healthcare    Environmental                   Total                                                  

 

£'000

 

£'000

 

         £'000

 

£'000

 

£'000

 

 

 

 

 

 

 

 

 

 

Segment revenue

3,659,729

 

1,089,055

 

    239,120

 

78,336

 

5,066,240

 

 

 

 

 

 

 

 

 

 

Operating profit*

52,885

 

8,570

 

      18,465

 

8,467

 

      88,387

Amortisation of intangible assets

(7,246)

 

(1,092)

 

       (3,307)

 

(239)

 

     (11,884)

Net operating exceptionals (note 6)

(6,221)

 

(2,503)

 

         3,586

 

(725)

 

       (5,863)

Operating profit

39,418

 

4,975

 

      18,744

 

7,503

 

      70,640

 

 

 

 

 

            Unaudited six months ended 30 September 2014 (restated)

       

                                                                                DCC                     DCC                    DCC                     DCC                   

                                                                             Energy          Technology          Healthcare      Environmental                    Total                                                  

 

£'000

 

£'000

 

         £'000

 

£'000

 

£'000

 

 

 

 

 

 

 

 

 

 

Segment revenue

4,076,971

 

1,037,877

 

    236,922

 

73,562

 

5,425,332

 

 

 

 

 

 

 

 

 

 

Operating profit*

31,934

 

      15,204

 

      15,902

 

7,058

 

      70,098

Amortisation of intangible assets

(7,450)

 

       (1,402)

 

       (3,074)

 

(394)

 

     (12,320)

Net operating exceptionals (note 6)

(1,788)

 

           (965)

 

            308

 

(31)

 

       (2,476)

Operating profit

22,696

 

      12,837

 

      13,136

 

6,633

 

      55,302

 

 

 

 

 

                                          Audited year ended 31 March 2015

       

                                                                                 DCC                    DCC                    DCC                     DCC                   

                                                                              Energy         Technology          Healthcare      Environmental                    Total                                                  

 

£'000

 

£'000

 

         £'000

 

£'000

 

£'000

 

 

 

 

 

 

 

 

 

 

Segment revenue

7,624,082

 

2,350,284

 

    488,114

 

143,600

 

10,606,080

 

 

 

 

 

 

 

 

 

 

Operating profit*

119,392

 

49,341

 

      39,689

 

13,294

 

    221,716

Amortisation of intangible assets

(14,334)

 

(2,794)

 

       (6,143)

 

(786)

 

     (24,057)

Net operating exceptionals (note 6)

(7,137)

 

(11,101)

 

       (1,161)

 

(405)

 

     (19,804)

Operating profit

97,921

 

35,446

 

      32,385

 

12,103

 

    177,855

 

 

* Operating profit before amortisation of intangible assets and net operating exceptionals

 

 

 

(b)           By geography

 
 

 

 

       Unaudited six months ended 30 September 2015

 

                                                                                                                                                        Republic of             Rest of

                                                                                                       UK              France           Ireland         the World             Total

 

 

 

 

 

 

 

£'000

 

£'000

 

£'000

 

£'000

 

         £'000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment revenue

 

 

 

 

 

 

3,537,671

 

485,229

 

318,768

 

724,572

 

5,066,240

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating profit*

 

 

 

 

 

 

      59,610

 

11,180

 

3,762

 

13,835

 

      88,387

Amortisation of intangible assets

 

       (7,095)

 

(1,095)

 

        (551)

 

       (3,143)

 

     (11,884)

Net operating exceptionals (note 6)

 

 

 

            477

 

 

    (1,648)

 

       (1,177)

 

       (5,863)

Operating profit

 

 

 

 

 

 

      52,992

 

6,570

 

      1,563

 

        9,515

 

      70,640

 

 

 
 

 

 

       Unaudited six months ended 30 September 2014 (restated)

 

                                                                                                                                                       Republic of               Rest of

                                                                                                       UK              France           Ireland          the World               Total

 

 

 

 

 

 

 

£'000

 

£'000

 

£'000

 

£'000

 

         £'000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment revenue

 

 

 

 

 

 

4,086,447

 

95,802

 

327,627

 

915,456

 

5,425,332

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating profit*

 

 

 

 

 

 

      56,490

 

999

 

1,105

 

11,504

 

      70,098

Amortisation of intangible assets

 

       (7,784)

 

(231)

 

        (590)

 

       (3,715)

 

     (12,320)

Net operating exceptionals (note 6)

 

 

 

       (1,482)

 

 

        (344)

 

          (341)

 

       (2,476)

Operating profit

 

 

 

 

 

 

      47,224

 

459

 

         171

 

        7,448

 

      55,302

 

 

 
 

 

 

       Audited year ended 31 March 2015

 

                                                                                                                                                       Republic of              Rest of

                                                                                                       UK              France           Ireland          the World                Total

 

 

 

 

 

 

 

£'000

 

£'000

 

£'000

 

£'000

 

         £'000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment revenue

 

 

 

 

 

 

8,023,403

 

210,275

 

717,077

 

1,655,325

 

10,606,080

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating profit*

 

 

 

 

 

 

    170,014

 

4,246

 

17,671

 

29,785

 

    221,716

Amortisation of intangible assets

 

     (15,200)

 

(451)

 

    (1,164)

 

       (7,242)

 

     (24,057)

Net operating exceptionals (note 6)

 

 

 

     (12,822)

 

 

    (5,222)

 

             (29)

 

     (19,804)

Operating profit

 

 

 

 

 

 

    141,992

 

2,064

 

   11,285

 

      22,514

 

    177,855

                                                                                                                                       

 

* Operating profit before amortisation of intangible assets and net operating exceptionals

 

 

 

 

6.         Exceptionals

 

 

 

Restated

 

 

 

Unaudited

 

Unaudited

 

Audited

 

 

6 months

 

6 months

 

year

 

 

ended

 

ended

 

ended

 

 

30 Sept.

 

30 Sept.

 

31 March

 

 

2015

 

2014

 

2015

 

 

£'000

 

£'000

 

£'000

 

 

 

 

 

 

 

 

Restructuring costs

(6,458)

 

(1,227)

 

(15,027)

 

Impairment of goodwill

-

 

-

 

(5,637)

 

Acquisition and related costs

(4,633)

 

(2,174)

 

(3,396)

 

Impairment of property, plant and equipment

-

 

-

 

(1,508)

 

Adjustments to deferred and contingent acquisition consideration

-

 

202

 

415

 

Gain arising from the Pihsiang legal claim

5,201

 

-

 

894

 

Restructuring of Group defined benefit pension schemes

-

 

-

 

6,381

 

Legal and other operating exceptional items

27

 

723

 

(1,926)

 

Net operating exceptional items

(5,863)

 

(2,476)

 

(19,804)

 

 

 

 

 

 

 

 

Mark to market of swaps and related debt

(3,819)

 

471

 

(2,191)

 

Net exceptional items before taxation

(9,682)

 

(2,005)

 

(21,995)

 

 

 

 

 

 

 

 

Tax on the Pihsiang legal claim

(1,037)

 

-

 

-

 

Net exceptional items after taxation (continuing operations)

(10,719)

 

(2,005)

 

(21,995)

 

 

 

 

 

 

 

 

Net profit on disposal of Food & Beverage division

-

 

-

 

8,214

 

Other net exceptional items relating to discontinued operations

-

 

2,224

 

2,865

 

Net exceptional items

(10,719)

 

219

 

(10,916)

 

 

The analysis of the net operating exceptional items is as follows:

 

Unaudited

 

Unaudited

 

Audited

 

6 months

 

6 months

 

year

 

ended

 

ended

 

ended

 

30 Sept.

 

30 Sept.

 

31 March

 

2015

 

2014

 

2015

 

£'000

 

£'000

 

        £'000

 

 

 

 

 

 

Exceptional operating income

5,291

 

1,159

 

3,798

Exceptional operating expense

(11,154)

 

(3,635)

 

(23,602)

 

(5,863)

 

(2,476)

 

(19,804)

 

The Group incurred a net exceptional charge after tax of £10.719 million in the first six months of the year. The net charge principally reflects acquisition and restructuring costs and an IAS 39 charge, offset by a receipt in respect of the Pihsiang legal claim where there was a final cash recovery.

 

Acquisition costs include the professional and tax costs (such as stamp duty) relating to the evaluation and completion of acquisition opportunities. During the six month period, acquisition related costs amounted to £4.633 million and restructuring costs amounted to £6.458 million.

 

Most of the Group's debt has been raised in the US Private Placement market and swapped, using long term interest, currency and cross currency interest rate derivatives, to both fixed and floating rate sterling and euro. The level of ineffectiveness calculated under IAS 39 on the fair value and cash flow hedge relationships relating to fixed rate debt, together with gains or losses arising from marking to market swaps not designated as hedges, offset by foreign exchange translation gains or losses on the related fixed rate debt, is charged or credited as an exceptional item. In the six months ended 30 September 2015 this amounted to an exceptional charge of £3.819 million.

 

There was a final net receipt of £4.164 million in relation to the Pihsiang legal claim.

 

 

 

7.         Taxation

 

The taxation expense for the interim period is based on management's best estimate of the weighted average tax rate that is expected to be applicable for the full year.  The Group's effective tax rate for the period was 16.0% (six months ended 30 September 2014: 13.0% and year ended 31 March 2015: 12.0%).  The increase in the Group's effective tax rate is primarily due to an increasing proportion of profits generated in Continental Europe.

 

 

8.         Earnings per Ordinary Share

 

 

                       6 months ended 30 September 2015

 

6 months ended 30 September 2014

 

                       Continuing

  Discontinued

 

 

          Continuing

    Discontinued

 

 

                        operations

      operations

Total

 

           operations

        operations

     Total

 

                                 £'000

              £'000

£'000

 

£'000

              £'000

    £'000

 

 

 

 

 

 

 

 

Profit attributable to owners of the Parent

 

41,270

 

-

 

41,270

 

 

37,999

4,311

  42,310

Amortisation of intangible assets after tax

 

9,315

 

-

 

9,315

 

 

9,780

621

  10,401

Exceptionals after tax (note 6)

 

10,719

 

-

 

10,719

 

 

2,005

(2,224)

    (219)

Adjusted profit after taxation and

non-controlling interests

 

 

61,304

 

 

-

 

 

61,304

 

 

 

49,784

2,708

  52,492

 

 

 

 

 

 

 

 

 

 

                6 months ended 30 September 2015

 

    6 months ended 30 September 2014

 

Continuing

 Discontinued

 

 

Continuing

    Discontinued

 

 

 

operations

operations

Total

 

operations

operations

   Total

Basic earnings per ordinary share

 

pence

 

pence

 

pence

 

 

pence

pence

   pence

 

 

 

 

 

 

 

 

Basic earnings per ordinary share

 

47.32p

 

-

 

47.32p

 

 

45.26p

            5.14p

  50.40p

Amortisation of intangible assets after tax

 

10.68p

 

-

 

10.68p

 

 

11.65p

            0.74p

  12.39p

Exceptionals after tax

12.29p

                   -

12.29p

 

2.39p

          (2.65p)

  (0.26p)

Adjusted basic earnings per ordinary share

 

70.29p

 

-

 

70.29p

 

 

59.30p

            3.23p

  62.53p

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of ordinary shares in issue (thousands)

87,216

 

 

 

83,948

 

 

 

 

 

 

 

 

                           

Basic earnings per share is calculated by dividing the profit attributable to owners of the Parent by the weighted average number of ordinary shares in issue during the period, excluding ordinary shares purchased by the Company and held as treasury shares.  The adjusted figures for basic earnings per ordinary share (a non-GAAP financial measure) are intended to demonstrate the results of the Group after eliminating the impact of amortisation of intangible assets and net exceptionals.

 

 

 

                                 6 months ended 30 September 2015

 

6 months ended 30 September 2014

 

Continuing

Discontinued

 

 

Continuing

Discontinued

 

 

 

operations

operations

Total

 

operations

operations

Total

 

Diluted earnings per ordinary share

 

 

 

pence

 

 

 

pence

 

 

 

pence

 

 

 

 

pence

pence

pence

 

 

 

 

 

 

 

 

Diluted earnings per ordinary share

 

46.91p

              

  -

 

46.91p

 

 

44.93p

        5.10p

  50.03p

Amortisation of intangible assets after tax

 

 

10.59p

 

 

-

 

 

10.59p

 

 

 

11.57p

        0.73p

  12.30p

Exceptionals after tax

 

 

12.19p

               

 

-

 

 

12.19p

 

 

 

2.37p

     (2.63p)

                   (0.26p)

Adjusted diluted earnings per

ordinary share

 

 

69.69p

 

             

   -

 

 

69.69p

 

 

 

58.87p

        3.20p

  62.07p

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of ordinary shares in issue (thousands)

87,968

 

 

 

  84,565

                       
  

 

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. Share options and awards are the Company's only category of dilutive potential ordinary shares.

 

Employee share options and awards, which are performance-based, are treated as contingently issuable shares because their issue is contingent upon satisfaction of specified performance conditions in addition to the passage of time.  These contingently issuable shares are excluded from the computation of diluted earnings per ordinary share where the conditions governing exercisability have not been satisfied as at the end of the reporting period. 

 

The adjusted figures for diluted earnings per ordinary share are intended to demonstrate the results of the Group after eliminating the impact of amortisation of intangible assets and net exceptionals.

 

The weighted average number of ordinary shares used in calculating the diluted earnings per share for the six months ended 30 September 2015 was 87.968 million (six months ended 30 September 2014: 84.565 million).  A reconciliation of the weighted average number of ordinary shares used for the purposes of calculating the diluted earnings per share amounts is as follows:

 

 

Unaudited

 

Unaudited

 

        6 months

 

        6 months

 

ended

 

ended

 

           30 Sept.

 

          30 Sept.

 

2015

 

2014

 

'000

 

'000

 

 

 

 

Weighted average number of ordinary shares in issue

87,216

 

83,948

Dilutive effect of options and awards

752

 

617

Weighted average number of ordinary shares for diluted earnings per share

87,968

 

84,565

 

 

9.         Dividends

 

 

Unaudited

 

Unaudited

 

Audited

 

 

6 months

 

6 months

 

year

 

 

ended

 

ended

 

ended

 

 

30 Sept.

 

30 Sept.

 

31 March

 

 

2015

 

2014

 

2015

 

 

£'000

 

£'000

 

£'000

 

 

 

 

 

 

 

Interim - paid 28.73 pence per share on 28 November 2014

                    

-

 

                        -

 

 

24,123

Final - paid 55.81 pence per share on 23 July 2015 (paid 50.73 pence per share on 24 July 2014)

 

49,897

 

 

42,990

 

 

41,927

 

 

 

49,897

 

                         

 

 42,990

 

 

 66,050

               

 

On 9 November 2015, the Board approved an interim dividend of 33.04 pence per share (£29.220 million).  These condensed interim financial statements do not reflect this dividend payable. 

 

 

 

10.        Other Reserves

 

 

 

 

 

 

For the six months ended 30 September 2015

 

 

 

 

 

 

 

 

Foreign

 

 

 

Share based

Cash flow

currency

 

 

 

payment

hedge

translation

Other

 

 

reserve

reserve

reserve

reserves

Total

 

£'000

£'000

£'000

£'000

£'000

 

 

 

 

 

 

 

                   

                   

 

 

 

At 1 April 2015

12,756

(10,462)

32,683

932

35,909

 

 

 

 

 

 

Currency translation

-

-

6,361

-

6,361

Movements relating to cash flow hedges

-

(3,881)

-

-

(3,881)

Movement in deferred tax liability on cash flow hedges         -

1,337

-

-

1,337

Share based payment

867

-

-

-

867

 

 

 

 

 

 

At 30 September 2015

13,623

(13,006)

39,044

932

40,593

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended 30 September 2014

 

 

 

 

 

 

 

 

Foreign

 

 

 

Share based

Cash flow

currency

 

 

 

payment

hedge

translation

Other

 

 

reserve

reserve

reserve

reserves

Total

 

£'000

£'000

£'000

£'000

£'000

 

 

 

 

 

 

 

               

               

 

 

 

At 1 April 2014

10,630

(3,844)

49,822

932

57,540

 

 

 

 

 

 

Currency translation

-

-

(7,606)

-

(7,606)

Movements relating to cash flow hedges

-

(4,004)

-

-

(4,004)

Movement in deferred tax liability on cash flow hedges         -

20

-

-

20

Share based payment

1,019

-

-

-

1,019

 

 

 

 

 

 

At 30 September 2014

11,649

(7,828)

42,216

932

46,969

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended 31 March 2015

 

 

 

 

 

 

 

 

Foreign

 

 

 

Share based

Cash flow

currency

 

 

 

payment

hedge

translation

Other

 

 

reserve

reserve

reserve

reserves

Total

 

£'000

£'000

£'000

£'000

£'000

 

 

 

 

 

 

 

                   

                   

 

 

 

At 1 April 2014

10,630

(3,844)

49,822

932

57,540

 

 

 

 

 

 

Currency translation

 

 

 

 

 

- arising in the year

-

-

(14,418)

-

(14,418)

- recycled to the Income Statement on disposal of

  subsidiary

 

-

 

-

 

(2,721)

 

-

 

(2,721)

Movements relating to cash flow hedges

-

(6,942)

-

-

(6,942)

Movement in deferred tax liability on cash flow hedges         -

324

-

-

324

Share based payment

2,126

-

-

-

2,126

 

 

 

 

 

 

At 31 March 2015

12,756

(10,462)

32,683

932

35,909

 

 

 

 

 

 

                 

 

 

11.        Analysis of Net Cash/(Debt)

 

Unaudited

 

Unaudited

 

Audited

 

30 Sept.

 

30 Sept.

 

31 March

 

2015

 

2014

 

2015

 

£'000

 

£'000

 

£'000

Non-current assets:

 

 

 

 

 

Derivative financial instruments

194,133

 

95,709

 

233,150

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Derivative financial instruments

5,900

 

5,747

 

5,395

Cash and cash equivalents

1,458,748

 

1,075,909

 

1,260,942

 

1,464,648

 

1,081,656

 

1,266,337

Non-current liabilities:

 

 

 

 

 

Finance leases

(199)

 

(205)

 

           (213)

Derivative financial instruments

(1,083)

 

(16,177)

 

             (92)

Unsecured Notes

(1,285,522)

 

(1,209,064)

 

(1,314,173)

 

(1,286,804)

 

(1,225,446)

 

(1,314,478)

Current liabilities:

 

 

 

 

 

Bank borrowings

(184,466)

 

(174,130)

 

   (133,629)

Finance leases

(358)

 

(344)

 

           (357)

Derivative financial instruments

(18,891)

 

(7,992)

 

        (7,902)

Unsecured Notes

(14,833)

 

(43,748)

 

      (15,486)

 

(218,548)

 

(226,214)

 

   (157,374)

Net cash/(debt) excluding cash attributable to

assets held for sale

 

153,429

 

 

(274,295)

 

 

27,635

Cash and short term deposits attributable to

assets held for sale

 

-

 

 

1,467

 

 

2,352

Net cash/(debt) including cash attributable to

assets held for sale

 

153,429

 

 

(272,828)

 

 

29,987

 

 

 

 

 

 

 

12.        Post Employment Benefit Obligations

 

The Group's defined benefit pension schemes' assets were measured at fair value at 30 September 2015.  The defined benefit pension schemes' liabilities at 30 September 2015 were updated to reflect material movements in underlying assumptions.

 

The net deficit on the Group's post employment benefit obligations decreased from £10.230 million at 31 March 2015 to a net asset position of £79,000 at 30 September 2015. The decrease in the deficit was primarily driven by an actuarial gain on liabilities which arose from an increase in the discount rate used to value these liabilities together with contributions in excess of the current service cost.

 

The following actuarial assumptions have been made in determining the Group's retirement benefit obligation for the six months ended 30 September 2015:

 

Unaudited

 

Unaudited

 

Audited

 

6 months

 

6 months

 

year

 

ended

 

ended

 

ended

 

30 Sept.

 

30 Sept.

 

31 March

 

2015

 

2014

 

2015

Discount rate

 

 

 

 

 

- Republic of Ireland

2.50%

 

2.50%

 

1.50%

- UK

4.00%

 

4.00%

 

3.35%

 

 

 

13.        Business Combinations

 

A key strategy of the Group is to create and sustain market leadership positions through acquisitions in markets it currently operates in, together with extending the Group's footprint into new geographic markets.  In line with this strategy, the principal acquisitions completed by the Group during the period, together with percentages acquired, were as follows:

·     the acquisition in May 2015 of 100% of Computers Unlimited, a consumer technology distributor operating primarily in the UK but also with operations in France and Spain;

·     the acquisition of 100% of the assets that comprise Esso's unmanned and motorway retail petrol station network in France ('Esso Retail France'), completed in June 2015;

·     the combination of the Group's Danish oil distribution business with the fuel distribution activities of DLG, a leading Danish agricultural business. The transaction, which completed in July 2015, resulted in DCC Energy owning 60% of the enlarged business;

·     the consideration for the acquisition of 100% of Butagaz S.A.S. ('Butagaz'), a leading liquefied petroleum gas business in France, was paid on 2 November 2015. 

 

The carrying amounts of the assets and liabilities acquired (excluding net cash/debt acquired), determined in accordance with IFRS before completion of the business combinations, together with the fair value adjustments made to those carrying values were as follows:

 

 

 

Esso Retail

 

 

 

 

Butagaz

France

Others

Total

 

 

2015

2015

2015

2015

 

 

£'000

£'000

£'000

£'000

 

Assets

 

 

 

 

 

Non-current assets

 

 

 

 

 

Property, plant and equipment

160,146

70,862

4,735

235,743

 

Intangible assets - other intangible assets

99,466

10,664

10,323

120,453

 

Deferred income tax assets

42

-

-

42

 

Total non-current assets

259,654

81,526

15,058

356,238

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

Inventories

9,885

18,852

15,683

44,420

 

Trade and other receivables

68,694

1,193

19,009

88,896

 

Total current assets

78,579

20,045

34,692

133,316

 

 

 

 

 

 

 

Equity

 

 

 

 

 

Non-controlling interests

-

-

(18,542)

(18,542)

 

Total equity

-

-

(18,542)

(18,542)

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

Deferred income tax liabilities

(37,797)

(4,053)

(2,591)

(44,441)

 

Provisions for liabilities and charges

(172,557)

(17,004)

(78)

(189,639)

 

Total non-current liabilities

(210,354)

(21,057)

(2,669)

(234,080)

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Trade and other payables

(53,078)

(2,612)

(19,675)

(75,365)

 

Provisions for liabilities and charges

(18,328)

-

-

(18,328)

 

Current income tax liability

(13,012)

-

(320)

(13,332)

 

Total current liabilities

(84,418)

(2,612)

(19,995)

(107,025)

 

 

 

 

 

 

 

Identifiable net assets acquired

43,461

77,902

8,544

129,907

 

Intangible assets - goodwill

189,628

16,050

31,696

237,374

 

Total consideration

233,089

93,952

40,240

367,281

 

 

 

 

 

 

 

Satisfied by:

 

 

 

 

 

Cash

-

93,952

40,792

134,744

 

Cash and cash equivalents acquired

(89,777)

-

(1,652)

(91,429)

 

Net cash (inflow)/outflow

(89,777)

93,952

39,140

43,315

 

Deferred acquisition consideration

322,866

-

1,100

323,966

 

Total consideration

233,089

93,952

40,240

367,281

 

 

  

 

The acquisitions of Butagaz and Esso Retail France have been deemed to be substantial transactions and separate disclosure of the fair values of the identifiable assets and liabilities has therefore been made.  None of the remaining business combinations completed during the period were considered sufficiently material to warrant separate disclosure of the fair values attributable to those combinations.  The carrying amounts of the assets and liabilities acquired, determined in accordance with IFRS, before completion of the combination together with the adjustments made to those carrying values disclosed above were as follows:

 

 

Book

Fair value

Fair

 

value

adjustments

value

Butagaz

£'000

£'000

£'000

 

 

 

 

Non-current assets (excluding goodwill)

291,519

(31,865)

259,654

Current assets

81,456

(2,877)

78,579

Non-current liabilities

(249,552)

39,198

(210,354)

Current liabilities

(84,418)

-

(84,418)

Identifiable net assets acquired

39,005

4,456

43,461

Goodwill arising on acquisition

194,084

(4,456)

189,628

Total consideration

233,089

-

233,089

 

 

Book

Fair value

Fair

 

value

adjustments

value

Esso Retail France

£'000

£'000

£'000

 

 

 

 

Non-current assets (excluding goodwill)

70,862

10,664

81,526

Current assets

20,045

-

20,045

Non-current liabilities

(17,004)

(4,053)

(21,057)

Current liabilities

(2,612)

-

(2,612)

Identifiable net assets acquired

71,291

6,611

77,902

Goodwill arising on acquisition

22,661

(6,611)

16,050

Total consideration

93,952

-

93,952

 

 

Book

Fair value

Fair

 

value

adjustments

value

Others

£'000

£'000

£'000

 

 

 

 

Non-current assets (excluding goodwill)

4,735

10,323

15,058

Current assets

34,692

-

34,692

Non-current liabilities and non-controlling interests

(18,935)

(2,276)

(21,211)

Current liabilities

(19,995)

-

(19,995)

Identifiable net assets acquired

497

8,047

8,544

Goodwill arising on acquisition

39,743

(8,047)

31,696

Total consideration

40,240

-

40,240

 

 

Book

Fair value

Fair

 

value

adjustments

value

Total

£'000

£'000

£'000

 

 

 

 

Non-current assets (excluding goodwill)

367,116

(10,878)

356,238

Current assets

136,193

(2,877)

133,316

Non-current liabilities and non-controlling interests

(285,491)

32,869

(252,622)

Current liabilities

(107,025)

-

(107,025)

Identifiable net assets acquired

110,793

19,114

129,907

Goodwill arising on acquisition

256,488

(19,114)

237,374

Total consideration

367,281

-

367,281

 

The initial assignment of fair values to identifiable net assets acquired has been performed on a provisional basis in respect of a number of the business combinations above given the timing of closure of these transactions.  Any amendments to these fair values within the twelve month timeframe from the date of acquisition will be disclosable in the Group's condensed interim financial statements for the six months ending 30 September 2016 as stipulated by IFRS 3.

 

The principal factors contributing to the recognition of goodwill on business combinations entered into by the Group are the expected profitability of the acquired business and the realisation of cost savings and synergies with existing Group entities.

 

Acquisition related costs included in other operating expenses in the Group Income Statement amounted to £4.633 million (2014: £2.174 million).

 

No contingent liabilities were recognised on the acquisitions completed during the financial period or the prior financial years.

 

The gross contractual value of trade and other receivables as at the respective dates of acquisition amounted to £90.004 million.  The fair value of these receivables is £88.896 million (all of which is expected to be recoverable) and is inclusive of an aggregate allowance for impairment of £1.108 million.

 

The fair value of contingent consideration recognised at the date of acquisition is calculated by discounting the expected future payment to present value at the acquisition date.  In general, for contingent consideration to become payable, pre-defined profit thresholds must be exceeded.  There was no contingent consideration attaching to any of the acquisitions completed in the period.

 

There were no adjustments processed during the period to the fair value of business combinations completed during the year ended 31 March 2015 where those fair values were not readily determinable as at 31 March 2015.

 

The acquisitions during the period contributed £532.9 million to revenues and £8.0 million to profit after tax.  Had all the business combinations effected during the period occurred at the beginning of the period, total Group revenue for the six months ended 30 September 2015 would be £5,539.6 million and total Group profit after tax would be £53.7 million.

 

 

14.        Seasonality of Operations

 

The Group's operations are significantly second-half weighted primarily due to a portion of the demand for DCC Energy's products being weather dependent and seasonal buying patterns in DCC Technology.

 

 

15.       Related Party Transactions

 

There have been no related party transactions or changes in related party transactions other than those described in the Annual Report in respect of the year ended 31 March 2015 that could have a material impact on the financial position or performance of the Group in the six months ended 30 September 2015.

  

 

16.        Discontinued Operations

 

The Group's discontinued operations for the six months ended 30 September 2014 and the year ended 31 March 2015 comprise the results of the Group's former DCC Food & Beverage segment.  The conditions for the businesses disposed of to be classified as discontinued operations were fulfilled in the second half of the year ended 31 March 2015 and, consequently, the results for the six months ended 30 September 2014 have been restated.  The following table details the results of discontinued operations included in the Group Income Statement:

 

Unaudited

 

Audited

 

         6 months

 

       year

 

ended

 

ended

 

           30 Sept.

 

       31 March

 

2014

 

2015

 

£'000

 

£'000

 

 

 

 

Revenue

89,024

 

143,360

 

 

 

 

Operating profit before amortisation of intangible assets and exceptional items

3,145

 

6,483

Amortisation of intangible assets

(689)

 

(1,288)

Operating profit before exceptional items

2,456

 

5,195

Net finance costs

(116)

 

(194)

Share of equity accounted investments' profit after tax

283

 

87

Profit before exceptional items and tax

2,623

 

5,088

Exceptional items

2,224

 

2,865

Profit on disposal of discontinued operations

-

 

8,214

Profit before tax

4,847

 

16,167

Income tax expense

(536)

 

(404)

Profit from discontinued operations after tax

4,311

 

15,763

 

There were no discontinued operations in the six months ended 30 September 2015.

 

 

17.       Events after the Balance Sheet Date

 

CUC

In October 2015 DCC Technology further expanded its European footprint with its binding offer for the acquisition of CUC, a cabling and connectors distribution business headquartered near Paris. The initial assignment of fair values to identifiable net assets acquired has been performed on a provisional basis given the timing of closure of the transaction.  The carrying amounts of the assets and liabilities acquired, determined in accordance with IFRS, before completion of the combination together with the adjustments made to those carrying values were as follows:

 

 

 

Fair value

 

 

Book value

adjustments

Fair value

 

£'000

£'000

£'000

 

 

 

 

Non-current assets (excluding goodwill)

432

2,542

2,974

Current assets

12,384

-

12,384

Non-current liabilities

(72)

(966)

(1,038)

Current liabilities

(4,392)

-

(4,392)

Identifiable net assets acquired

8,352

1,576

9,928

Goodwill arising on acquisition

7,848

(1,576)

6,272

Total consideration (enterprise value)

16,200

-

16,200

 

 

18.       Board Approval

 

This report was approved by the Board of Directors of DCC plc on 9 November 2015.

 

 

19.        Distribution of Interim Report

 

This report and further information on DCC is available at the Company's website www.dcc.ie.  A printed copy is available to the public at the Company's registered office at DCC House, Leopardstown Road, Foxrock, Dublin 18, Ireland.

 

 

 

 

 

Statement of Directors' Responsibilities

 

We confirm that to the best of our knowledge:

 

1.   the condensed set of interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU;

 

2.   the interim management report includes a fair review of the information required by:

 

Regulation 8(2) of the Transparency (Directive 2004/109/EC) Regulations 2007, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

 

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

 

 

 

On behalf of the Board

 

 

John Moloney                                                                             Tommy Breen

Chairman                                                                                   Chief Executive

 

9 November 2015

 

 

 

 

 

 


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