Wrap Text
Annual financial results 2018
Ascendis Health Limited
(Incorporated in the Republic of South Africa)
Registration number 2008/005856/06
JSE share code ASC
ISIN ZAE000185005
("Ascendis" or "the Group" or "the Company")
Annual financial results 2018
Key features
Revenue up 21% to R7.7 billion
International revenue up 35%; now 48% of total revenue
Gross margin strengthened to 44.8%
Normalised headline earnings up 14% to R738 million
Normalised HEPS up 2% to 159.7 cents
Cash conversion rate improved from 70% to 92%
Balance sheet strengthened as R1.2 billion debt settled
Financial performance
The Group is reporting normalised results from continuing operations which have been adjusted for once-off
transaction-related and restructuring costs in the current and prior financial years.
Group revenue increased by 21% to R7.7 billion (2017: R6.4 billion) with comparable revenue growth of 5%.
International revenue increased by 35% to R3.7 billion and benefited from the acquisitions of Remedica (Cyprus)
and Sun Wave Pharma (Romania). International revenue now accounts for 48% (2017: 43%) of the group's total
sales. Revenue generated in South Africa grew by 10%.
The Group's gross margin strengthened by 330 basis points to 44.8%, mainly due to the acquisitions of higher
margin businesses Sun Wave Pharma, Cipla Vet and Cipla Agrimed in June 2017. In March 2018 the Group
acquired the animal health company Kyron Laboratories ("Kyron") which boosted revenue and contributed to the
improvement in gross margin.
Normalised operating expenses grew by 38% which includes the costs from Sun Wave Pharma and Cipla acquired in
June 2017, an increased investment in marketing and higher head office costs.
Normalised earnings before interest, tax, depreciation and amortisation (EBITDA) increased by 18% to R1.3 billion.
The EBITDA margin declined slightly to 17.3% due mainly to the increase in operating expenses and increased
investment in the business.
Normalised operating profit rose by 18% to R1.2 billion. Normalised headline earnings increased by 14% to
R738 million, with normalised headline earnings per share 2% higher at 159.7 cents. The weighted average
number of shares in issue increased by 12% during the reporting period, mainly in relation to the rights issue and
private placements in November and December 2017.
Cash generated from operations increased by 56% to R1.2 billion. The benefit of the group's focus on cash
management is reflected in the strong improvement in the cash conversion rate to 92% from 70% last year, driven
by a reduction in net working capital days.
Vendor debt of R1.2 billion was settled during the reporting period, which included an accelerated payment of
EUR50 million to the sellers of Remedica. Gearing levels were unchanged on the previous year with the net debt:
EBITDA ratio at 3.4 times. The weighted average cost of debt has been reduced to 6.3%.
The directors have elected not to declare a final dividend and to retain the cash to settle debt obligations and
improve gearing.
Segmental performance
Pharma-Med Consumer Brands Phyto-Vet
Revenue R3 980m R2 491m R1 265m
Revenue growth 11.8% 29.3% 37.1%
Revenue contribution 51% 32% 17%
EBITDA R914m R304m R205m
EBITDA growth 18.9% 1.6% 45.9%
EBITDA margin 23.0% 12.2% 16.2%
EBITDA contribution 64% 21% 15%
Pharma-Med
Remedica continued its strong growth trend, increasing revenue by 18% with good growth in South East Asia and
the Middle East. EBITDA increased by 26% as the margin benefited from improved working capital in the second
half. In Medical Devices, a project was launched to integrate the current four businesses to create the largest
medical devices business in South Africa. An own brand product range was introduced to replace agency brands
lost in 2017. The South African pharma business grew ahead of the market in the private sector, supported by
excellent traction within OTC medicines.
Consumer Brands
Sun Wave Pharma performed extremely well in its first full year in the group, increasing revenue by 44% and
EBITDA by 27%, boosted by the launch of nine new products and the expansion of its sales force during the year.
Scitec reported lower revenue and profit as the business was impacted by strong competition mainly in Western
Europe. The recovery in global whey protein prices contributed to an improved gross profit margin. In the South
African business, revenue and profit were flat, impacted by the weak consumer environment, while the wellness
business was impacted by production and supply chain issues. Market-leading brands including Solal, MenaCal
and Vitaforce all showed double digit sales growth. The South African sports nutrition and direct selling
businesses have been classified as discontinued operations as the businesses were considered to be non-core
and have been sold subsequent to the financial year end.
Phyto-Vet
Animal Health performed well and benefited from the acquisition of Kyron. The Cipla Vet business has been
successfully integrated into Phyto-Vet. Bioscience was negatively affected by the drought and water restrictions
in the Western and Eastern Cape as well as the poor economic environment.
New strategic focus
Following a strategic review over the past six months the Group will be adopting a new strategic focus and
operating model. The changes are aimed at creating a sustainable market position for the business and improving
performance by accelerating organic growth, improving cash management and growing profitability. Investors are
referred to the announcement released on SENS today, 25 September 2018, titled 'Ascendis Health adopts new
strategic focus' for further details. A presentation on the new strategy is available for downloading on the
Group's website at www.ascendishealth.com/investor-relations.
Thomas Thomsen Kieron Futter
Chief Executive Officer Chief Financial Officer
Johannesburg
25 September 2018
Summarised Group Statement of Financial Position
as at 30 June 2018
Restated
2018 2017
R'000 R'000
Property, plant and equipment 1 126 632 1 059 988
Intangible assets and goodwill 9 833 747 9 172 174
Investments accounted for using the equity method 1 621 -
Derivative financial assets 114 2 760
Other financial assets 55 751 29 168
Deferred income tax assets 91 700 40 109
Non-current assets 11 109 565 10 304 199
Inventories 1 619 441 1 597 726
Trade and other receivables 1 871 775 1 881 591
Other financial assets 1 112 32 761
Current tax receivable 116 781 39 824
Derivative financial assets 30 848 53 012
Cash and cash equivalents 767 924 634 719
Assets held for sale 359 625 -
Current assets 4 767 506 4 239 633
Total assets 15 877 071 14 543 832
Stated capital 6 512 930 5 447 899
Other reserves (626 225) (782 088)
Retained income 745 889 475 645
Equity attributable to equity holders of parent 6 632 594 5 141 456
Non-controlling interest 161 515 154 886
Total equity 6 794 109 5 296 342
Borrowings and other financial liabilities 4 554 138 4 002 769
Deferred income tax liabilities 491 908 459 289
Deferred vendor liabilities 876 386 1 497 139
Put-option on equity instrument 14 309 113 055
Derivative financial liabilities - 6 444
Finance lease liabilities 26 976 20 486
Long term employee benefits 4 714 15 188
Investments accounted for using the equity method - 1 066
Non-current liabilities 5 968 431 6 115 436
Trade and other payables 1 321 784 1 250 209
Derivative financial liabilities 4 711 38 156
Borrowings and other financial liabilities 939 272 1 027 037
Current tax payable 83 128 21 239
Deferred vendor liabilities 422 969 651 374
Put-option on equity instrument 78 108 -
Provisions 92 854 26 595
Finance lease liabilities 15 099 9 900
Long term employee benefits 12 180 -
Bank overdraft 81 301 107 544
Current liabilities held for sale 63 125 -
Current liabilities 3 114 531 3 132 054
Total liabilities 9 082 962 9 247 490
Total equity and liabilities 15 877 071 14 543 832
Summarised Group Statement of Profit and Loss and Other Comprehensive Income
for the year ended 30 June 2018
Restated
2018 2017
R'000 R'000
Revenue 7 736 552 6 408 819
Cost of sales (4 267 091) (3 747 329)
Gross Profit 3 469 461 2 661 490
Other income 34 412 60 323
Selling and distribution costs (769 056) (555 934)
Administrative expenses (1 341 600) (1 052 620)
Other operating expenses (453 455) (379 027)
Operating profit 939 762 734 231
Finance income 16 422 40 579
Finance expenses (394 836) (347 152)
Gain/(loss) from equity accounted investments 2 687 (1 452)
Profit before taxation 564 035 426 206
Income tax expense (68 471) (62 361)
Profit from continuing operations 495 564 363 845
Loss from discontinuing operations (193 409) (56 525)
Profit for the year 302 155 307 320
Other comprehensive income:
Items that may be reclassified to profit and loss net of tax
Foreign currency translation reserve 128 924 (255 101)
Effects of cash flow hedges 4 495 27 803
Fair value adjustments (1 617) 27 803
Recycled to profit and loss 6 112 -
Items that will not be reclassified to profit and loss net of tax -
Revaluation of property, plant and equipment (4 196) 1 149
Other comprehensive income for the year net of tax 129 223 (226 149)
Total comprehensive income for the year 431 378 81 171
Profit attributable to:
Owners of the parent 277 171 283 131
Non-controlling interest 24 984 24 189
302 155 307 320
Total comprehensive income attributable to:
Owners of the parent 412 937 110 907
Non-controlling interest 18 441 (29 736)
431 378 81 171
Earnings per share from continuing operations
Basic and diluted earnings per share (cents) 101.9 82.4
Total earnings per share
Basic and diluted earnings per share (cents) 60.0 68.7
Summarised Group Statement of Changes in Equity
for the year ended 30 June 2018
Total
Foreign Put-option attributable to Non-
Stated translation Revaluation Hedging non-controlling Total-other Retained equity holders controlling Total
Capital reserve reserve reserve interest reserve reserves Income of the Group interest Equity
Balance as at 1 July 2016 2 138 684 (91 782) 14 699 (37 958) (117 744) (26 706) 396 949 2 276 142 179 302 2 455 444
Profit for the year - - - - - - 283 131 283 131 24 189 307 320
Other comprehensive income - (108 068) 1 149 27 803 - - (93 108) (172 224) (53 925) (226 149)
Total comprehensive income for the year - (108 068) 1 149 27 803 - - 190 023 110 907 (29 736) 81 171
Issue of ordinary shares 3 432 245 - - - - (450 114) - 2 982 131 - 2 982 131
Raising fees capitalised (24 309) - - - - - - (24 309) - (24 309)
Net movement of treasury shares (98 721) - - - - - - (98 721) - (98 721)
Dividends - - - - - - (112 758) (112 758) 13 384 (99 374)
Foreign currency translation reserve - (10 473) - - 5 950 254 - (4 269) 4 269 -
Reclassification of reserves into retained earnings - - - - - (13 280) 13 280 - - -
Statutory reserve: Farmalider allocation to reserve - - - - - 24 182 (11 849) 12 333 (12 333) -
Total contributions by and distributions to owners of
the Group recognised directly in equity 3 309 215 (10 473) - - 5 950 (438 958) (111 327) 2 754 407 5 320 2 759 727
Balance as at 30 June 2017 5 447 899 (210 323) 15 848 (10 155) (111 794) (465 664) 475 645 5 141 456 154 886 5 296 342
Profit for the year - - - - - - 277 171 277 171 24 984 302 155
Other comprehensive income - 135 467 (4 196) 4 495 - - - 135 766 (6 543) 129 223
Total comprehensive income for the year - 135 467 (4 196) 4 495 - - 277 171 412 937 18 441 431 378
Issue of ordinary shares 1 040 505 - - - - - - 1 040 505 - 1 040 505
Raising fees capitalised (1 388) - - - - - - (1 388) - (1 388)
Net movement of treasury shares 25 914 - - - - - - 25 914 - 25 914
Dividends - - - - - - - - (7 879) (7 879)
Foreign currency translation reserve - - (141) - (2 856) 9 625 - 6 628 2 609 9 237
Acquisition of non-controlling interest - - - - - (667) - (667) 667 -
Statutory reserve: Farmalider allocation to reserve - - - - - 14 136 (6 927) 7 209 (7 209) -
Total contributions by and distributions to owners of
the Group recognised directly in equity 1 065 031 - (141) - (2 856) 23 094 (6 927) 1 078 201 (11 812) 1 066 389
Balance as at 30 June 2018 6 512 930 (74 856) 11 511 (5 660) (114 650) (442 570) 745 889 6 632 594 161 515 6 794 109
Summarised Group Statement of Cash Flows
for the year ended 30 June 2018
Restated
2018 2017
R'000 R'000
Cash generated from operations 1 232 723 787 383
Cash generated from operations - discontinued operations (52 553) 21 812
Interest income received 16 422 40 734
Finance costs paid (381 904) (299 172)
Income taxes paid (128 790) (160 232)
Net cash inflow from operating activities 685 898 390 525
Cash flows from investing activities
Purchase of property, plant and equipment (255 407) (117 885)
Proceeds on the sale of property, plant and equipment 6 315 3 623
Purchase of other intangibles assets (163 837) (119 062)
Proceeds on the sale of intangible assets - 767
Payment for acquisition of subsidiaries - net of cash (96 268) (5 454 161)
Repayments on deferred vendor liabilities (1 220 305) (246 343)
Payments for the settlement of financial instruments (120 229) (119 513)
Repayment of loans advanced to related parties 16 445 46 932
Loans advanced to related parties (18 446) (9 199)
Loans advanced to external parties - (16 854)
Repayment of loans advanced to external parties - 14 072
Proceeds from disposal of other financial assets 7 844 -
Net cash from investing activities - discontinued operations (67 142) (4 974)
Net cash utilised in investing activities (1 911 030) (6 022 597)
Cash flows from financing activities
Proceed from issue of shares 1 039 117 2 981 281
Proceed on the sale of treasury shares 67 357 37 888
Payments made to acquire treasury shares (44 163) (137 678)
Proceeds from borrowings raised 449 362 5 140 675
Repayment of borrowings (288 688) (1 663 244)
Repayment of loans from related parties - (26 290)
Finance lease movement 10 695 (1 803)
Dividends movement - (112 758)
Net cash from financing activities - discontinued operations 115 588 (6 686)
Net cash inflow from financing activities 1 349 268 6 211 385
Net increase in cash and cash equivalents 124 136 579 313
Net decrease in cash and cash equivalents - discontinued operations (4 107) (10 152)
Cash and cash equivalents at beginning of year 527 175 (22 396)
Effect of exchange difference on cash balances 39 419 (19 590)
Cash and cash equivalents at end of year 686 623 527 175
Notes to the Summarised Group Annual Financial Statements
Corporate information
Ascendis Health Limited is a health and care brands company. The Group operates through health care
areas: Consumer Brands, Pharma-Med and Phyto-Vet. Consumer Brands consists of health and personal
care products sold to the public, primarily at the retail store level. The Group offers over the counter (OTC)
medicines and consumer brands products, including vitamins and minerals, homeopathic, herbal products,
dermaceuticals, functional foods, functional super foods, sports nutrition, health beverages, weight
management and therapeutic cosmetics. Pharma-Med consists of the sale of prescription and selected OTC
pharmaceuticals, and includes medical devices. Phyto-Vet supplies products to the plant and animal
markets. Phyto-Vet manufactures and supplies over 3 500 different products supplied to over 4 500 retail
stores.
These summarised consolidated Group financial results as at 30 June 2018 comprise of the Company and
its subsidiaries (together referred to as the Group) and the Group's interest in equity accounted
investments. These summarised annual results are available on the Ascendis website.
Going concern
The directors consider that the Group has adequate resources to continue operating for the foreseeable
future and that it is therefore appropriate to adopt the going-concern basis in preparing the Group's financial
statements. The directors have satisfied themselves that the Group is in sound financial position and that it
has access to sufficient borrowing facilities to meet its foreseeable cash requirements.
Basis of preparation
These summarised Group financial results are prepared in accordance with the requirements of the JSE
Listings Requirements for abridged reports, and the requirements of the Companies Act, 2008 applicable
to summary financial statements. The JSE Listings Requirements require abridged reports to be prepared
in accordance with the framework concepts and the measurement and recognition requirements of International
Financial Reporting Standards ("IFRS") and the SAICA Financial Reporting Guides as issued by the Accounting
Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council and
to also, as a minimum, contain the information required by IAS 34 Interim Financial Reporting. The accounting
policies applied in the preparation of the consolidated financial statements from which the summarised
consolidated financial statements were derived are in terms of International Financial Reporting Standards and
are consistent with those accounting policies applied in the preparation of the previous consolidated annual
financial statements.
The summarised Group financial results for the year ended 30 June 2018 have been prepared under the
supervision of the Chief financial officer, Kieron Futter (CA) SA and audited by PricewaterhouseCoopers
Inc., who expressed an unmodified opinion thereon. The auditors also expressed an unmodified opinion
on the annual financial statements from which these summarised Group financial statements were
derived. The directors take full responsibility for the preparation of the summarised results
and that the financial information has been correctly extracted from the underlying audited annual
financial statements. A copy of the auditor's report on the summarised financial results is available
for inspection at the Company's registered office.
The auditor's report does not necessarily report on all information contained in this announcement. Any
reference to pro forma or future financial information included in this announcement has not been reviewed
or reported on by the auditors. Shareholders are advised that in order to obtain a full understanding of the
nature of the auditor's engagement they should obtain a copy of that report together with the accompanying
financial information from the Company's registered office.
The annual financial statements have been prepared on the historical cost basis, except for the
measurement of certain financial instruments and land and buildings at fair value. The financial statements
are prepared on the going concern basis using accrual accounting.
All the amounts have been rounded off to the nearest thousand Rand unless otherwise stated.
Items included in the annual financial statements of each entity in the Group are measured using the
functional currency of the primary economic environment in which that entity operates. The annual financial
statements are presented in Rand. This represents the presentation and functional currency of Ascendis.
The Group owns the following entities which operate in primary economic environments which are different
to the Group:
- Farmalider - Spain
- Remedica - Cyprus
- Scitec - Hungary
- Ascendis Wellness - Romania
- Ascendis International - Malta
For each of these entities a functional currency assessment has been performed. Where the entity has a
functional currency different to that of the Group's presentation currency they are translated upon
consolidation in terms of the requirements of IFRS.
Judgement and estimates
In preparing these annual financial results, management made judgements, estimates and assumptions that
affect the application of accounting policies and the reported amounts of assets, liabilities, income and
expenses.
This note provides an overview of the areas that involved a higher degree of judgement or complexity, and
of items which are more likely to have the actual results materially different from estimates. Detailed
information about each of these estimates and judgements is included in the notes to the financial
statements.
Significant estimates and judgements:
- The useful lives and residual values of property, plant and equipment and intangible assets.
- Impairment testing and allocation of cash-generating units.
- Estimation of fair value in business combinations.
- Estimated goodwill impairment.
- Estimation of fair values of land and buildings.
- Control assessments of investments in other entities acquired.
1. Group Segmental Analysis
Ascendis owns a portfolio of brands within three core health care areas, namely Consumer Brands,
Pharma-Med and Phyto-Vet. Within these healthcare areas the Group has five reportable segments.
The Group executive committee (EXCO) considers the three core health care areas, as well as the
reportable segments to make key operating decisions and assess the performance of the business. The
EXCO is the Group's chief operating decision maker.
The reportable segments were identified by considering the nature of the products, the production process,
distribution channels, the type of customer and the regulatory environment in which the business units
operate. In addition to the above, similar economic characteristics such as currency and exchange
regulations, trade zones and the tax environment were also considered to incorporate and assess the
different markets in which the Group operate. The reportable segments included in the Group's divisions
are:
- Consumer Brands (human health), incorporating Sports Nutrition, Skin and all of the Ascendis Over
The Counter (OTC) and Complementary and Alternative Medicines Consumer Brands products.
This division includes two reportable segments:
- Consumer Brands Africa segment: Operating predominantly in the South African market.
- Consumer Brands Europe segment: Operating predominantly in the European market.
- Phyto-Vet (animal and plant health), incorporating all of the Ascendis animal and plant health and care
products.
- Pharma-Med (human health), incorporating Ascendis' pharmaceutical and medical devices products.
This division includes two reportable segments:
- Pharma-Med Africa segment: Operating predominantly in the South African market.
- Pharma-Med Europe segment: Operating predominantly in the European market.
(a) Statement of profit and loss and other comprehensive income measures applied
Restated
2018 2017
Revenue split by segment R'000 R'000
Consumer Brands 2 491 331 1 927 313
Africa 549 764 499 441
Europe 1 941 567 1 427 872
Phyto-Vet 1 265 414 922 991
Pharma-Med 3 979 807 3 558 515
Africa 2 095 296 2 093 176
Europe 1 884 511 1 465 340
Total revenue 7 736 552 6 408 819
Revenue generated by geographical location
South Africa 3 998 613 3 659 304
Cyprus 1 325 308 987 762
Spain 559 203 477 578
Other Europe 1 853 135 1 284 175
Other 293 -
Total revenue 7 736 552 6 408 819
There has been no inter-segment revenue during the financial period. All revenue figures represent
revenue from external customers.
The revenue from discontinued operations relates to the Consumer Brands Africa segment.
The Group has an expanding international footprint and currently exports products to 120 countries,
mainly in Africa and Europe.
The revenue presented by geographic location represents the domicile of the entity generating the
revenue.
51% of the Group's revenue is generated through the wholesale and retail market (2017: 51%). In this
market, 1% (2017: 4%) of the total Group revenue is derived from a single customer and 9% of the Group's
revenue is generated from government institutions (local and international), (2017: 12%)
The Group evaluates the performance of its reportable segments based on normalised EBITDA (earnings
before interest, tax, depreciation and amortisation) and further adjusted for business combinations,
integration and restructuring costs. The financial information of the Group's reportable segments is
reported to the EXCO for purposes of making decisions about allocating resources to the segment and
assessing its performance.
The percentages disclosed represents the EBITDA/revenue margin.
Restated
2018 2017
Normalised EBITDA split by segment R'000 % R'000 %
Consumer Brands 303 582 12% 298 816 16%
Africa 67 785 12% 119 989 24%
Europe 235 797 12% 178 827 13%
Phyto-Vet 204 995 16% 140 543 15%
Pharma-Med 913 737 23% 768 384 22%
Africa 394 478 19% 366 191 17%
Europe 519 259 28% 402 193 27%
Head office (82 889) (75 746)
Total normalised EBITDA 1 339 425 1 131 997
Non-controlling interest proportionate share (39 087) (39 502)
Total normalised EBITDA attributable to the parent 1 300 338 1 092 495
2018 2017
Reconciliation of normalised EBITDA to Consolidated Results R'000 R'000
Consolidated operating profit 939 762 734 231
Total impairment, amortisation and depreciation 344 767 251 336
Business combination costs* 29 655 89 722
Restructuring costs* 7 150 19 066
Isando manufacturing operations loss* 45 602 37 641
Put-option remeasurement (32 532) -
Impairment of investment 5 021 -
Non-controlling interest proportionate share (39 087) (39 502)
Total normalised EBITDA attributable to the parent 1 300 338 1 092 495
* These reconciling items are excluded from EBITDA for performance measurement purposes.
2. Earnings per share, Diluted earnings per share and Headline earnings per share
The calculation of headline earnings per share is based on the profit attributable to equity holders of the
parent, after excluding all items of a non-trading nature, divided by the weighted average number of ordinary
shares in issue during the year. The presentation of headline earnings is not an IFRS requirement, but is
required by the JSE Listings Requirements and the SAICA Circular 4/2018.
Weighted average number of shares in issue is calculated as the number of shares in issue at the beginning
of the period, increased by shares issued during the period weighted on a time basis for the period during
which they have participated in the profit of the Group. Shares which are held by a subsidiary company as
treasury shares have been adjusted on a time basis when determining the weighted average number of
shares in issue.
The Group has determined no instruments exist in the period that will give rise to the issue of ordinary shares
that results in a dilutive effect. Based on this assessment, basic earnings per share also represents diluted
earnings per share.
Restated
2018 2017
R'000 R'000
Continuing Discontinued Continuing Discontinued
operations operations Total operations operations Total
(a) Basic earnings per share
Profit attributable to owners of the
parent 470 580 (193 409) 277 171 339 656 (56 525) 283 131
Earnings 470 580 (193 409) 277 171 339 656 (56 525) 283 131
Weighted average number of
ordinary shares in issue 461 996 223 412 323 054
Earnings per share (cents) 101.9 (41.9) 60.0 82.4 (13.7) 68.7
(b) Headline earnings per share
Profit attributable to owners of the
parent 470 580 (193 409) 277 171 339 656 (56 525) 283 131
Adjusted for:
Profit/(loss) on the sale of property,
plant and equipment (739) - (739) 937 - 937
Profit/(loss) on investment disposal 580 - 580 165 - 165
Goodwill and intangible asset
impairment 30 269 71 319 101 588 48 590 - 48 590
IFRS 3 bargain purchase - - - (1 938) - (1 938)
Put-option remeasurement (32 532) - (32 532) - - -
Impairment of investment 5 021 - 5 021 - - -
Non-controlling interest portion
allocation - - - (340) - (340)
Tax effect thereof 9 128 - 9 128 (269) - (269)
Headline earnings 482 307 (122 090) 360 217 386 801 (56 525) 330 276
Weighted average number of shares
in issue 461 996 223 412 323 054
Headline earnings per share (cents) 104.4 (26.4) 78.0 93.8 (13.7) 80.1
(c) Normalised headline earnings per share
Since Ascendis is a health and care company and not an investment company, normalised headline
earnings is calculated by excluding amortisation and certain costs from the Group's earnings. The
Group's effective tax rate is applied to normalised earnings adjustments except if a specific item relates to
a specific country then that tax jurisdictions tax rate is used. Costs excluded for normalised headline
earnings purposes include restructuring costs to streamline, rationalise and structure companies in the
Group. It also includes the costs incurred to acquire and integrate the business combinations into the
Group and the listed environment. A normalised earnings adjustment is also made for operations that will
not form part of the future of the Group that have not been recognised as a discontinued operation in
terms of IFRS.
During 2017 financial period, the Group adjusted its normalised headline earnings for interest on deferred
vendor liabilities. Upon further consideration and following engagement with various stakeholders,
management has concluded that though the interest on deferred vendor liabilities does not result in the
flow of cash to vendors, it is similar in nature to the finance costs of debt raised with financial institutions.
Therefore normalised earnings should not be adjusted for this cost. The restatement affects June 2017 by
R47.6 million.
Restated
2018 2017
R'000 R'000
Continuing Discontinued Continuing Discontinued
operations operations Total operations operations Total
Reconciliation of normalised headline
earnings
Headline earnings 482 307 (122 090) 360 217 386 801 (56 525) 330 276
Adjusted for
Business combination costs 29 655 - 29 655 89 722 - 89 722
Refinancing costs - - - 27 730 - 27 730
Loss on Isando operation 45 602 - 45 602 37 641 - 37 641
Restructuring costs 7 150 17 000 24 150 19 066 - 19 066
Tax effect thereof - - - (6 272) - (6 272)
Amortisation 196 453 - 196 453 115 857 - 115 857
Tax effect thereof (23 221) (4 760) (27 981) (23 328) - (23 328)
Normalised headline earnings 737 946 (109 850) 628 096 647 217 (56 525) 590 692
Weighted average number of shares in
issue 461 996 223 412 323 054
Normalised headline earnings per
share (cents) 159.7 (23.8) 136.0 157.0 (13.7) 143.3
Normalised diluted headline earnings per share is calculated on the same basis used for calculating diluted earnings per share, other
than normalised headline earnings being the numerator.
3. Business Combinations
African bolt-on acquisition - Kyron Group (1 March 2018)
The Kyron Group acquisition, with effective date of 1 March 2018, is an excellent strategic fit for
Ascendis Animal Health as the business covers complementary therapeutic areas. Ascendis
Phyto-Vet, which incorporates Ascendis Animal Health, leverages expertise in the areas of
entomology, horticulture, veterinary sciences and agronomy to drive its competitive advantage.
This acquisition places Ascendis Animal Health as one of the leading local holistic animal
healthcare players in the South African market, offering a wide range of prescription and OTC
medicines, health and grooming products and surgical equipment for both the farming and
companion animal markets.
The Group has acquired the entire share capital of Kyron, a specialist vertically-integrated animal
health company. The purchase consideration of R380.8 million will be settled in cash as follows:
- R156.9 million was paid on completion of the transaction;
- R100 million was deferred and settled in August 2018 with a discount of R 1 million;
- R7.3 million, payable after 1 year if the performance target for a specific division for the period
is achieved;
- R97.9 million, payable after 18 months if the performance target for the period is achieved;
- R18.7 million, payable after 2 years if the performance target for a specific division for the
period is achieved.
R10.5 million of the business combination costs relate to the Kyron acquisition.
The fair value and the gross amount for trade receivables is R16.3 million.
The revenue included in the consolidated statement of profit or loss since 1 March 2018 from
Kyron is R60.4 million. Kyron also contributed profit after tax of R11.5 million over the same period.
If the subsidiary was acquired on the first day of the financial year, revenue and profits for the year
would have been R158.3 million and R37.4 million respectively.
Restated*
2018 2017
R'000 R'000
Cash 156 899 5 976 121
Foreign exchange hedging loss - 119 513
Equity instruments - 24 332
Vendor loans 223 908 2 106 951
Consideration paid 380 807 8 226 917
Cash and cash equivalents 60 631 521 960
Property, plant and equipment 3 897 730 675
Intangible assets within the acquired entity 152 760 3 241 781
Other financial assets - 42 578
Inventories 27 698 640 863
Trade and other receivables 16 333 681 128
Provisions (1 592) 227
Trade and other payables (8 316) (327 423)
Finance leases - (24 813)
Borrowings (3 312) (144 682)
Dividend Payable (70 000) -
Current tax payable (4 314) 1 138
Provision for doubtful debt - -
Deferred tax liabilities (42 259) (304 097)
Total identifiable net assets 131 526 5 059 335
Non-controlling interest - (476)
Resultant goodwill 249 281 3 168 058
Total cash paid for acquisitions (156 899) (5 976 121)
Cash available in acquired company 60 631 521 960
Cash flow relating to business combinations (96 268) (5 454 161)
* The 2017 numbers have been restated as a result of a measurement period adjustment.
4. Discontinued operations
Ascendis initiated a strategic business review in March 2018 following the appointment of Thomas
Thomsen as chief executive officer ("CEO"). The strategic review is primarily aimed at creating a
sustainable market position for the business, accelerating organic growth across the Group following
the completion of several local and international acquisitions, improving cash generation and enhancing
profitability.
As a result of the above-mentioned strategic review, the board decided to dispose of certain non-core
assets. The following disclosures relate to discontinued operations for the financial period ended June
2018:
Supply chain manufacturing - Change of plan
In May 2017 the Ascendis management made a decision to dispose of the Group's Supply Chain
business with its manufacturing plant in Wynberg. This was disclosed as a discontinued operation, and
as a result, the relevant assets and liabilities were classified as being held for sale. However, following
key changes in management and consequently a strategic review of the business, the Group has
undertaken to retain its good manufacturing practice ("GMP") approved pharmaceutical manufacturing
facility located in Wynberg, Johannesburg, rather than the Isando facility as initially planned.
As a result of the change in the strategic direction of the business, the discontinued operation as
disclosed during the 2017 financial year, will no longer be disposed of and the losses are included in
continuing operations. The comparatives have been represented.
4.1 Discontinued Operations
The following operations have been disclosed as discontinued operations in the current year:
Ascendis Direct
Ascendis Direct ("AD") is the Group's direct selling and network marketing business selling Sportron
and Swissgarde products, operating in Southern Africa and Nigeria. AD has limited integration with
Ascendis as it operates its own management structure, head office and supply chain. The AD business
model is not applied anywhere else in the Group. AD has been sold as a going concern, effective
10 September 2018.
Ascendis Sports Nutrition
Following a review of the sports nutrition business the Group has decided to focus solely on its biggest
sports nutrition brand, Scitec, in targeted consumer segments and geographies. The Group therefore no
longer plans to offer its portfolio of sports nutrition brands in the South African and Australian market.
The Group concluded the sale of the business, which includes Evox, SSN, Supashape, Muscle Junkie
and Nutrimax, effective 1 August 2018.
4.2 Held for sale
Isando manufacturing
The Group plans to dispose of the Isando pharmaceutical manufacturing operations and its 23 000 m(2)
GMP pharmaceutical manufacturing facility. The manufacturing facility were acquired through the
Group's purchase of Akacia Healthcare during the June 2016 financial period.
The Group's diverse manufacturing facilities within South Africa are not interchangeable due to the
facility layout, capabilities and regulatory environment required by certain product types. Although the
Ascendis Group will continue to manufacture within South Africa, given its diverse business operations,
the type of products and the different regulatory requirements relating to these products, the Group
considers Ascendis Pharma to be a separate line of business.
Going forward the Group will manufacture its pharmaceutical products, currently manufactured at
Isando through a third-party manufacturing agreement since the other manufacturing facilities within
South Africa do not meet the relevant requirements. The manufacturing facility did not qualify to be
classified as a discontinued operation in terms of IFRS 5. However, the assets and liabilities have been
reclassified to assets and liabilities held for sale.
The Group is in the final stages of concluding a sale agreement.
Comparative information has been restated for the discontinued operations and segmental reporting
has also been restated to reflect comparative information relating to continuing operations.
2018 2017
Ascendis Ascendis
Ascendis Sport Ascendis Sport
Direct Nutrition R'000 Direct Nutrition R'000
Revenue 89 824 128 609 218 433 84 455 150 801 235 256
Expenses (96 546) (232 923) (329 469) (95 895) (208 473) (304 368)
Loss before impairments (6 722) (104 314) (111 036) (11 440) (57 672) (69 112)
Impairments (12 000) (59 319) (71 319) - - -
Loss before tax (18 722) (163 633) (182 355) (11 440) (57 672) (69 112)
Income tax (4 384) (6 670) (11 054) 1 223 11 364 12 587
Loss after income tax
expense of discontinued
operation (23 106) (170 303) (193 409) (10 217) (46 308) (56 525)
Other comprehensive income - - - - - -
Total comprehensive
income (23 106) (170 303) (193 409) (10 217) (46 308) (56 525)
Net cash outflow from operating
activities (17 013) (35 540) (52 553) 19 735 2 077 21 812
Net cash outflow from investing
activities (10 011) (57 131) (67 142) (5 475) 501 (4 974)
Net cash inflow from financing
activities 31 117 84 471 115 588 (19 506) 12 820 (6 686)
Net (decrease)/increase in cash
generated by discontinued
operation 4 093 (8 200) (4 107) (5 246) 15 398 10 152
Assets and liabilities classified as held for sale
The following assets and liabilities were classified as held for sale in the current year
2018
Ascendis
Ascendis Sport
Isando Direct Nutrition R'000
Property, plant and equipment 113 037 6 025 298 119 360
Intangible assets & Goodwill - 48 688 39 160 87 848
Deferred Tax Asset 14 2 582 137 2 733
Inventories 9 300 14 379 31 776 55 455
Current Income tax receivable - 840 832 1 672
Trade and other receivables 418 28 956 3 663 33 037
Cash and cash equivalents 125 2 585 704 3 414
Other financial assets - 56 006 100 56 106
Assets held for sale 122 894 160 061 76 670 359 625
Borrowings - (18 270) - (18 270)
Finance lease liabilities - (326) (76) (402)
Deferred Tax Liability (14 648) (942) (638) (16 228)
Trade and other payables (3 078) (14 630) (2 373) (20 081)
Provisions (1 637) (2 279) (2 294) (6 210)
Current Income tax payable (226) (1 707) (1) (1 934)
Liabilities held for sale (19 589) (38 154) (5 382) (63 125)
The representation of Wynberg facility as a continuing operation has the following impact on the
2017 reported financial information:
2017
Statement of Profit and Loss R'000
Revenue 209 049
Expenses (292 832)
Income tax 12 807
Net Impact (70 976)
2017
Statement of Financial Position R'000
Property, plant and equipment 68 320
Net Impact 68 320
5. Intangible assets and goodwill comprise the following:
2018 2017
Accumulated Accumulated
amortisation amortisation
Cost/ and Carrying Cost/ and Carrying
R'000 Valuation impairment value Valuation impairment value
Goodwill 5 496 124 (134 614) 5 361 510 5 058 029 (38 079) 5 019 950
Brands and trademarks 2 209 556 (145 904) 2 063 652 2 044 141 (62 356) 1 981 785
Licence and computer
software 55 901 (22 895) 33 006 41 938 (15 395) 26 543
Intangible assets under
development 24 651 - 24 651 20 252 - 20 252
Customer relationships 1 068 389 (194 327) 874 062 998 722 (120 471) 878 251
Contractual agreements 335 107 (21 687) 313 420 263 855 (15 571) 248 284
Drug master files 1 241 242 (77 796) 1 163 466 1 040 959 (43 850) 997 109
Total 10 430 970 (597 223) 9 833 747 9 467 896 (295 722) 9 172 174
IFRS 3 Re-measurement
At 30 June 2017, the purchase price allocation for Cipla and Sun Wave Pharma acquisitions was provisional
due to the timing of the acquisition and the complexity of the businesses. The purchase price allocation was
completed in the current year and the following measurement period adjustments were identified and
corrected in the current financial period.
Cipla Group
On completion of the acquisition, take on working capital assessments and the finalisation of the purchase
price allocation, the following adjustments to the initial day one take-on balances as disclosed in the June
2017 financial statements were required. Goodwill increased by R27.9 million, intangible assets reduced by
R30.5 million, deferred tax liability reduced by R8.5 million and deferred vendor liability increased by
R6 million.
Sun Wave Pharma
The contingent consideration was revised in the current year due to a performance target as stipulated in the
purchase agreement being achieved. The revised contingent consideration resulted in an increase in the
deferred vendor liabilities by EUR3.7 million (ZAR59.8 million). Goodwill increased by the same amount.
The restatement has no material impact on the prior period income statement. The table below illustrates the
impact of the restatement to 2017 reported amounts.
Impairment tests for goodwill
Management reviews the business performance based on type of business and products. While the valuation
is based on projected sustainable cash flows methodology, the latest budgets and forecasts are utilised. A
five-year time horizon is used to project the cash flows. Cash flows are discounted using a discounting factor,
which was determined taking into account both systematic and unsystematic risks.
The Group performed the annual impairment assessments on all goodwill balances as at 30 June 2018. As a
result, the Group recognised impairment on goodwill of R96.5 million relating to the Consumer Brands Africa
segment, R71.3 million of the total goodwill impairment relate to the discontinued operations which has been
included as part of the loss from the discontinued operations. The following is a summary of goodwill
allocation for each reporting segment.
Reconciliation of Goodwill Transfer to Foreign
2018 Opening discontinued currency Closing
R'000 balance Additions Impairment operations translation balance
Consumer Brands Africa 528 150 (96 535) (46 948) - 384 667
Consumer Brands Europe 1 264 760 - - 105 232 1 369 992
Phyto-Vet 523 544 249 281 - - - 772 825
Pharma-Med Africa 1 067 130 - - - - 1 067 130
Pharma-Med Europe 1 636 366 - - - 130 530 1 766 896
Total 5 019 950 249 281 (96 535) (46 948) 235 762 5 361 510
Reconciliation of Goodwill Transfer to Foreign
2017 Opening discontinued currency Closing
R'000 balance Additions Impairment operations translation balance
Consumer Brands Africa 566 229 - (38 079) - - 528 150
Consumer Brands Europe - 1 293 951 - - (29 191) 1 264 760
Phyto-Vet 292 044 231 500 - - - 523 544
Pharma-Med Africa 990 620 76 510 - - - 1 067 130
Pharma-Med Europe 167 697 1 568 074 - - (99 405) 1 636 366
Total 2 016 590 3 170 035 (38 079) - (128 596) 5 019 950
6. Events after reporting period
During the 2018 financial year, Ascendis acquired 100% of shares in Kyron Group. Deferred
consideration payable of R100 million was settled on 18 August 2018. The amount was recognised
as part of the deferred vendor liability balance as at 30 June 2018. The liability was initially due on
1 September 2018 hence an early settlement discount of R1 million was granted, resulting in a net
amount paid of R99 million.
The directors are not aware of any other material events which occurred after the reporting date
and up to the date of this report.
Administration
Country of Incorporation and South Africa
domicile
Registration number 2011/011010/07
Income tax number 2008/005856/06
JSE share code ASC
ISIN ZAE000185005
Registered office 31 Georgian Crescent East
Bryanston
Gauteng
2191
Postal address PostNet Suite # 252
Private Bag X21
Bryanston
2021
Contact details +27 (0)11 036 9600
info@ascendishealth.com
www.ascendishealth.com
JSE Sponsor Questco Corporate Advisory (Pty) Ltd
Auditors PricewaterhouseCoopers Inc.
Transfer secretaries Computershare Investor Services Proprietary Limited
Rosebank Towers, 15 Biermann Avenue,
Rosebank, Johannesburg, 2196
PO Box 61051, Marshalltown, 2107
Telephone: +27 (0)11 370 5000
Company secretary A Sims CA (SA)
andy.sims@ascendishealth.com
Directors JA Bester (Chairman)*
MS Bomela*
K Futter (Chief Financial Officer)
B Harie*
Dr NY Jekwa#
Dr KS Pather*
GJ Shayne#
TB Thomsen^ (Chief Executive Officer)
* Independent non-executive
# Non-executive
^ Danish
25 September 2018
Date: 25/09/2018 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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