TIDMSCPA

RNS Number : 5022F

Scapa Group PLC

17 November 2020

17 November 2020

LEI No. 213800QIPVTK5ES5UU36

Scapa Group plc

("Scapa", the "Company" or the "Group")

Interim Results

First half results ahead of COVID-19 plan

Revenue and profitability expected to continue to improve in the second half

Scapa Group plc (AIM: SCPA), the diversified Healthcare and Industrial company focused on bringing best-in-class innovation, design and manufacturing solutions to its customers, today announces its unaudited financial results for the six-month period ended 30 September 2020.

Financial Highlights:

-- As previously disclosed in the October trading update, revenue declined 24.1% to GBP122.0m (2019: GBP160.8m)

-- Revenue improved 23.0% sequentially from Q1 to Q2 as demand begins to return to prior year level

-- Trading profit(1) of GBP5.5m (2019: GBP14.2m) impacted by reduced volumes but offset by targeted cost savings and government subsidies

   --       Basic loss per share improved to 0.2p (2019: loss of 0.6p) 

-- Adjusted net debt(2) reduced to GBP21.8m (31 March 2020: GBP54.4m) due to reduction of working capital and net proceeds from the equity placement in May 2020 of GBP31.6m

   --       Net debt reduced to GBP40.4m (31 March 2020: GBP74.6m) includes IFRS 16 impact of GBP18.6m 
   --       Bank net debt / EBITDA(3) of 0.7x 

Divisional Highlights

Healthcare:

-- Demand across the segments has been impacted by the postponement of elective surgeries and reduced footfall across the retail channels; early signs of improvement in Q3, albeit cautious given the recent global resurgence of COVID-19 infections

-- Revenue decreased 26.2% to GBP55.1m (2019: GBP74.7m) with declines seen in Wound Care and Medical Devices

   --    Consumer grew 2.9% driven by two technology transfers completed last year 

-- Trading profit(1) decreased to GBP1.3m (2019: GBP6.6m); impacted by lower volume but offset by targeted cost control measures and government subsidies

   --    Completed planned consolidation of Dunstable and Inglewood sites into Gargrave and Knoxville, respectively; cost benefit from right-sizing expected in H2 

Industrial:

-- Revenue decreased 22.3% to GBP66.9m (2019: GBP86.1m); demand has recovered to pre-COVID-19 levels at the end of Q2, which is expected to positively impact revenues in H2

-- The recovery from Q1 has been seen across all segments and geographies particularly in Construction and Automotive

-- Trading profit(1) decreased to GBP6.1m (2019: GBP10.2m); impacted by lower volume but offset by a positive product mix and targeted cost control measures

   --    New programme wins in Automotive, Cable and Consumer 

-- Product expansion, including facemasks, antibacterial wipes and eco-friendly roofing solutions, reflecting, as detailed in the full year results, the Company's flexibility to respond to market needs

Outlook Highlights

-- Return to pre-COVID-19 demand levels in Industrial and encouraging progress in Healthcare are driving momentum

-- Whilst uncertainty remains given the recent global resurgence of COVID-19 infections, revenue in both divisions in H2 is expected to exceed H1, with earnings benefitting from additional volumes and cost improvement programmes already implemented

   --    As a result of this momentum, we continue to track ahead of our COVID plan 

(1) Profit before net finance costs, exceptional items, amortisation of intangible assets, acquisition costs and legacy pension costs

(2) Adjusted net debt excludes lease liabilities

(3) EBITDA comprises trading profit before depreciation for the last 12 months

(4) Adjusting operating profit and taxation for exceptional items, pension administration costs, amortisation and non-cash interest

(5) Group results before the impact of IFRS 15 provision release for the Systagenix acquisition

Commenting on the results Group Chief Executive, Heejae Chae said:

"We delivered first half results ahead of our COVID-19 plan and the Board's expectations, demonstrating the herculean effort by everyone in the organisation in response to the pandemic. As a designated essential business, we have maintained operations throughout the pandemic and supported our commercial partners thanks to the dedication of our colleagues around the world. The swift actions we took at the beginning of the pandemic have helped to mitigate effects on our profitability and cash generation, as well as to continue to service our customers. As demand returns to pre-COVID-19 levels, we have the agility to meet this demand, positioning us well to capture additional market share. We have taken strategic and operational actions to position us better both in terms of profitability and to further strengthen the Balance Sheet. Whilst mindful of the recent global resurgence of COVID-19 infections, we expect that revenue and profitability will continue to improve during the second half of the financial year."

For further information:

 
 Scapa Group plc             Heejae Chae - Group Chief Executive   Tel: 0161 301 
                              Oskar Zahn - Chief Financial          7430 
                              Officer 
 Numis Securities Limited    Mark Lander, Freddie Barnfield        Tel: 020 7260 
  (Nominated Adviser/Joint                                          1000 
  Broker) 
 Berenberg                   Chris Bowman, Toby Flaux              Tel: 020 3207 
  (Joint Broker)                                                    7800 
 FTI Consulting              Simon Conway, Victoria Foster         Tel: 020 3727 
  (Media Relations)           Mitchell                              1000 
 

About Scapa Group plc

Scapa Group plc is a diversified Healthcare and Industrial company focused on bringing best-in-class innovation, design and manufacturing solutions to its customers.

Healthcare

Scapa Healthcare is the trusted strategic partner of choice for the world's leading companies in Advanced Wound Care, Consumer Wellness and Medical Device Fixation. We partner with the top global MedTech companies to develop and manufacture innovative skin friendly medical device fixation and topical solutions, from inception through to market delivery, from our state-of-the-art facilities.

For further information, please visit www.scapahealthcare.com

Industrial

Scapa Industrial is a global supplier of bonding solutions and manufacturer of adhesive-based products which offer meaningful value in industrial applications due to their lightweight, easy-to-apply properties. We are recognised for our unparalleled range of products, including adhesive tapes, films and foams, and we can engineer custom designs for even the most unique applications.

For further information, please visit www.scapaindustrial.com

Group results

During the COVID-19 pandemic, Scapa has demonstrated the resilience of both its Industrial and Healthcare business units. As a designated essential business, we have maintained operations during the pandemic thanks to the dedication and efforts of our colleagues around the world. As the world slowly returns to normality, we have focused on customer engagement and anticipated market demand, which will help us return to pre-COVID-19 revenue levels. As we exit the first half of the year, whilst there are uncertainties with the resurgence of COVID-19 and lockdowns, we are seeing the demand in Industrial returning to last year's levels across all segments and geographies. We are also seeing recovery in the Healthcare segments, albeit slower than Industrial, following the postponement of elective surgeries across the world. Despite the challenging environment, we have also continued to focus on developing our existing and new business pipeline, leveraging our customer portfolio and creative approaches, including virtual plant tours and workshops. We believe that our long-standing relationships and customer knowledge made the engagement possible during the current environment.

At the onset of the pandemic, we reacted quickly and swiftly to put in place strategic and operational actions to enable us to weather the past six months. We raised GBP31.6m through an equity placement to strengthen our Balance Sheet and focused on controlling our working capital and cash flow. We accessed government subsidies in the jurisdictions in which we operate to support our employees. In addition, we reinvigorated our self-help agenda to drive cost control and margin optimisation including price increases and portfolio rationalisation. We have also right-sized the organisation across the entire Group to better position us as we emerge from the pandemic.

The Group has continued to track ahead of its COVID-19 plan that was developed as we moved into the global pandemic, acting to implement structural cost changes across the business, matching variable costs more closely to the reduced demand. Revenue fell by 24.1% to GBP122.0m (2019: GBP160.8m). Group trading profit fell by 61.1% to GBP5.5m (2019: GBP14.2m). The Group trading profit also includes a release of GBP1.2m relating to multi-year share options which will not achieve the vesting performance criteria and have therefore been reversed in-line with the requirements of IFRS 2 Share Based Payments.

Operating profit was GBP1.0m (2019: GBP0.1m) as a result of lower exceptional costs compared to last year. Exceptional items were GBP2.8m (2019: GBP10.6m), with the prior year particularly impacted by exceptional costs associated with the loss of the ConvaTec contract. The loss before tax for the period is GBP0.5m (2019: loss of GBP1.0m), with a tax credit of GBP0.1m (2019: GBPNil), resulting in a loss for the half year period of GBP0.4m (2019: loss of GBP1.0m). The underlying effective tax rate for the period is 25.5% (2019: 19.4%), with an increase in the blended rate from a movement in profits towards the higher tax rate jurisdictions. The basic loss per share was 0.2p (2019: loss of 0.6p). When adjusted for exceptional items, pensions administration costs, acquisition costs, amortisation and non-cash interest, earnings per share was 2.0p (2019: 7.0p).

Exceptional items (explained further in note 4) in the period included site closure and reorganisation costs of GBP3.1m relating to the integration of the Dunstable activities into the Gargrave site and the integration of the Inglewood site into Knoxville; legal costs associated with the ongoing litigation against ConvaTec Inc for breach of contract of GBP1.2m; and the Group released GBP1.5m held on escrow from the BioMed acquisition which is shown as an exceptional gain during the period.

A reconciliation between trading profit and statutory operating profit is shown below:

 
                      30 Sept  30 Sept 
                         2020     2019 
--------------------  -------  ------- 
Trading Profit            5.5     14.2 
Amortisation            (1.4)    (3.0) 
Exceptional items       (2.8)   (10.6) 
Acquisition costs           -    (0.1) 
Pension admin costs     (0.3)    (0.4) 
--------------------  -------  ------- 
Operating Profit          1.0      0.1 
--------------------  -------  ------- 
 

Adjusted net debt stood at GBP21.8m (31 March 2020: GBP54.4m), reflecting strong cash conversion despite the impact of the COVID-19 pandemic and allowing for the net proceeds of GBP31.6m from the equity placement in May 2020. We maintain material headroom against our banking covenants. Leverage stood at 0.7x EBITDA based on pre IFRS 16 GAAP, which excludes the impact of Iease liabilities, and reflects the focus on protecting cash and effective management of working capital during the first half.

Scapa's Divisions

Scapa is organised into two business units serving the Healthcare and Industrial markets, primarily in Europe and North America.

-- Scapa Healthcare is the trusted strategic partner of choice for the world's leading companies in Advanced Wound Care, Consumer Wellness and Medical Device Fixation. We partner with market leaders to design, develop and manufacture innovative skin friendly medical device fixation and topical solutions, to improve people's lives.

--

-- Scapa Industrial is a global supplier of bonding solutions and manufacturer of adhesive-based products, which offer meaningful value in industrial applications due to their lightweight, easy-to-apply properties. We are recognised for our unparalleled range of products, including adhesive tapes, films and foams, and we can engineer custom designs for even the most unique applications.

Markets

Healthcare

 
                                Statutory         Continuing 
                             ----------------  ---------------- 
                             30 Sept  30 Sept  30 Sept  30 Sept 
Six months ended                2020     2019     2020     2019 
---------------------------  -------  -------  -------  ------- 
Revenue (GBPm)                  55.1     74.7     51.4     71.1 
Trading profit/loss (GBPm)       1.3      6.6    (2.3)      3.0 
Trading margin (%)              2.4%     8.8%   (4.5%)     4.2% 
---------------------------  -------  -------  -------  ------- 
 

The strategy of our Healthcare business is to continue to be the trusted strategic turn-key partner of choice for the world's leading companies in Advanced Wound Care, Consumer Wellness and Medical Devices.

Healthcare revenue fell 26.2% and on a continuing basis is 27.6% below last year, ahead of our COVID-19 plan. Excluding the ConvaTec revenue in the prior year of GBP3.5m, the difference is 22.6% on a statutory basis. The decline in revenue compared to the prior year is the result of the impact of the COVID-19 pandemic in delaying elective surgeries and dampening consumer demand.

Healthcare trading profit fell to GBP1.3m (2019: GBP6.6m) and on a continuing basis, a trading loss of GBP2.3m (2019: GBP3.0m profit), with the business unit having been impacted by the loss of volume during the first half year. This trading result benefited from GBP3.2m of government assistance. The second half of the year will benefit from the cost improvement plans under way and the anticipated increased sales versus the first half. The business will also start to see the benefit of operational efficiencies as a result of the closures of Dunstable in the UK and Inglewood in the US. In addition, New Product Development initiatives are running at GBP12.9m on an annualised basis and we are continuing to see early opportunities from onshoring activities.

Industrial

 
                        30 Sept  30 Sept 
Six months ended           2020     2019 
----------------------  -------  ------- 
Revenue (GBPm)             66.9     86.1 
Trading profit (GBPm)       6.1     10.2 
Trading margin (%)         9.1%    11.8% 
----------------------  -------  ------- 
 

Industrial revenue decreased 22.3% to GBP66.9m (2019: GBP86.1m) but was ahead of our COVID-19 plan, as the business was impacted by the global pandemic across all sectors. The gap to prior year progressively improved in the first half and we anticipate in the second half that Industrial revenue should meet the prior year's level.

Trading profit for the period was GBP6.1m (2019: GBP10.2m), a fall of 40.2% and includes the benefit of GBP1.6m from government support schemes. Industrial trading margins fell back to 9.1% from the 31 March 2020 position of 11.6%. The margins in the first half were impacted by a good product mix driven by Cable and strong demand for our Barnier(R) and Polyflex(R) brands in Construction and Consumer, helping to partially offset the overall volume reduction. Automotive and sales from our Indian business were significantly lower in the first part of the half before seeing a strong recovery. We expect this trend to continue in the second half.

Balance Sheet

Net assets at 30 September 2020 increased by GBP25.2m to GBP117.6m (31 March 2020: GBP92.4m), mainly as a result of a movement in equity and the cash proceeds from the recent placement, with the creation of a new merger reserve for GBP29.6m. Foreign exchange movements had a negative impact of GBP2.5m during the first half period.

The Group arranged a GBP15.0m facility from its existing banking syndicate in June 2020 for a twelve-month period to strengthen its Balance Sheet as a result of the global pandemic.

The Group net debt balance was GBP40.4m (31 March 2020: GBP74.6m), with the adjusted net debt reducing to GBP21.8m (31 March 2020: GBP54.4m) excluding the impact of lease liabilities. This positive movement was supported by the equity placement with net proceeds of GBP31.6m in May 2020, but also represents strong cash management by the Group, particularly in reducing working capital to align with the COVID-19 impact on business performance.

Pensions

The pension deficit reduced to GBP5.8m (31 March 2020: GBP6.1m) reflecting the unfunded statutory retirement and termination schemes in France, Italy and the US. The UK defined benefit scheme remained in a small surplus position; however, the Group does not recognise this surplus of GBP4.9m (31 March 2020: GBP4.2m) in line with the requirements of the IFRIC 14 guidance, and therefore the UK scheme is held at a value of GBPNil (31 March 2020: GBPNil).

Cash resources

Net cash generated from operations was GBP9.3m (2019: GBP13.5m), which increases to GBP15.3m (2019: GBP18.9m) before exceptional items, reflecting the continued strong cash generation of the business despite the impact of COVID-19.

Capital expenditure in the period was GBP3.5m (2019: GBP8.0m) as a result of cash management.

Pension payments in excess of operating charge was GBP2.6m (2019: GBP2.3m) and represents the deficit repair payments and contributions to scheme expenses.

Dividend

The Board recommended that no dividend be declared for the FY20 year to support the process of strengthening the Group Balance Sheet following the onset of the COVID-19 pandemic. In line with last year, the Board does not propose an interim dividend.

Principal risks and uncertainties

There are a number of potential risks and uncertainties which could have a material impact on the Group's performance over the remaining six months of the financial year and could cause actual results to differ materially from expected and historical results. The Directors do not consider that these principal risks and uncertainties have changed since publication of the annual report for the year ended 31 March 2020, which included consideration of the risks associated with both COVID-19 and Brexit.

Going concern

As stated in note 1 to these condensed financial statements, the Directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing these condensed financial statements.

Board changes

I was delighted to join Scapa in August 2020 as Chairman of the Board. I look forward to building on the Company's strong market position as a trusted partner to further grow the business. During the half year, Scapa has undergone additional Board and leadership changes, including the appointment of John Petreanu as President of Healthcare. In addition, Heejae Chae, Group Chief Executive of Scapa, also assumed the role of President of Industrial. Lastly, David Blackwood, Non-Executive Director, informed the Board of his intention to step down by the end of the calendar year after four years with the Company. We welcome all new team members and thank those who have stepped down for their contribution to the Group. We wish them all the best in their future endeavours.

Summary and outlook

Scapa delivered a resilient first half performance, ahead of its COVID-19 plan and the Board's expectations. As we enter the second half, demand has recovered to pre-COVID-19 levels in Industrial and there are encouraging signs of improvement in Healthcare, which is driving momentum across both divisions. Whilst uncertainties remain given the recent global resurgence of COVID-19, revenue in both divisions in the second half is expected to exceed the first half, with earnings benefitting from additional volumes and cost improvement programmes already implemented. The Group continues to track ahead of the COVID-19 plan.

C Brinsmead, CBE

Chairman

17 November 2020

Consolidated Income Statement

For the half year ended 30 September 2020

 
                                               Half year ended  Half year ended  Year ended 
                                                       30 Sept          30 Sept      31 Mar 
                                                          2020             2019        2020 
                                                     unaudited        unaudited     audited 
                                         Note             GBPm             GBPm        GBPm 
---------------------------------------  ----  ---------------  ---------------  ---------- 
Revenue                                     2            122.0            160.8       320.6 
Operating pro t/(loss)                      2              1.0              0.1      (47.3) 
---------------------------------------  ----  ---------------  ---------------  ---------- 
Trading profit*                                            5.5             14.2        27.8 
---------------------------------------  ----  ---------------  ---------------  ---------- 
Amortisation of intangible assets                        (1.4)            (3.0)       (5.8) 
Exceptional items                           4            (2.8)           (10.6)      (68.4) 
Acquisition Costs                                            -            (0.1)       (0.2) 
Pension administration costs                             (0.3)            (0.4)       (0.7) 
---------------------------------------  ----  ---------------  ---------------  ---------- 
Operating profit/(loss)                     2              1.0              0.1      (47.3) 
---------------------------------------  ----  ---------------  ---------------  ---------- 
Net finance costs                           7            (1.5)            (1.1)       (3.7) 
---------------------------------------  ----  ---------------  ---------------  ---------- 
Loss on ordinary activities before tax                   (0.5)            (1.0)      (51.0) 
Taxation credit                             8              0.1                -         1.5 
---------------------------------------  ----  ---------------  ---------------  ---------- 
Loss for the period                                      (0.4)            (1.0)      (49.5) 
---------------------------------------  ----  ---------------  ---------------  ---------- 
Weighted average number of shares (m)                    179.3            155.0       155.1 
---------------------------------------  ----  ---------------  ---------------  ---------- 
Basic loss per share (p)                                 (0.2)            (0.6)      (31.9) 
---------------------------------------  ----  ---------------  ---------------  ---------- 
Diluted loss per share (p)                               (0.2)            (0.6)      (31.2) 
---------------------------------------  ----  ---------------  ---------------  ---------- 
Adjusted earnings per share (p)**                          2.0              7.0        12.4 
---------------------------------------  ----  ---------------  ---------------  ---------- 
 

* Loss before tax, before net finance costs, exceptional items, amortisation of intangible assets, acquisition costs and legacy pension costs

** Adjusted earnings per share is calculated by dividing the trading profit less cash interest less tax on operating activities by the weighted average number of ordinary shares in issue during the year

Consolidated Statement of Comprehensive Income

For the half year ended 30 September 2020

 
                                                                       Half year ended  Half year ended  Year ended 
                                                                               30 Sept          30 Sept      31 Mar 
                                                                                  2020             2019        2020 
                                                                             unaudited        unaudited     audited 
                                                                                  GBPm             GBPm        GBPm 
---------------------------------------------------------------------  ---------------  ---------------  ---------- 
Loss for the period                                                              (0.4)            (1.0)      (49.5) 
---------------------------------------------------------------------  ---------------  ---------------  ---------- 
Items that may be reclassified subsequently 
 to profit and loss: 
Exchange differences on translating foreign operations                           (2.5)              8.7         6.3 
Actuarial loss                                                                   (2.2)                -       (1.3) 
Items that will not be reclassified subsequently to profit and loss: 
Deferred tax on actuarial loss                                                       -                -         0.3 
---------------------------------------------------------------------  ---------------  ---------------  ---------- 
Other comprehensive (loss)/income for the period                                 (4.7)              8.7         5.3 
---------------------------------------------------------------------  ---------------  ---------------  ---------- 
Total comprehensive (loss)/income for the period                                 (5.1)              7.7      (44.2) 
---------------------------------------------------------------------  ---------------  ---------------  ---------- 
 

Consolidated Balance Sheet

As at 30 September 2020

 
                                                   Half year ended  Half year ended  Year ended 
                                                           30 Sept          30 Sept      31 Mar 
                                                              2020             2019        2020 
                                                         unaudited        unaudited     audited 
                                             Note             GBPm             GBPm        GBPm 
-------------------------------------------  ----  ---------------  ---------------  ---------- 
Assets 
Non-current assets 
Goodwill                                                      59.4            111.2        61.1 
Intangible assets                                              2.0              8.5         3.4 
Property, plant and equipment                                 74.2             87.0        75.7 
Right-of-use assets                                           18.1              8.4        19.9 
Deferred tax asset                                            10.4              7.0         9.5 
Other receivables                                              0.1              0.2         0.1 
-------------------------------------------  ----  ---------------  ---------------  ---------- 
                                                             164.2            222.3       169.7 
Current assets 
Inventory                                                     37.3             48.2        41.5 
Trade and other receivables                                   45.6             55.1        63.7 
Current tax asset                                              0.9              0.1         0.2 
Cash and cash equivalents                      14             14.4              8.0        16.3 
-------------------------------------------  ----  ---------------  ---------------  ---------- 
                                                              98.2            111.4       121.7 
Liabilities 
Current liabilities 
Borrowings and other nancial liabilities                    (16.1)           (12.3)       (0.1) 
Lease liabilities                                            (2.4)            (1.9)       (2.5) 
Trade and other payables                                    (45.1)           (54.9)      (56.8) 
Current tax liabilities                                      (1.1)            (0.6)       (2.0) 
Provisions                                     12           (11.7)           (14.9)      (13.6) 
-------------------------------------------  ----  ---------------  ---------------  ---------- 
                                                            (76.4)           (84.6)      (75.0) 
-------------------------------------------  ----  ---------------  ---------------  ---------- 
Net current assets                                            21.8             26.8        46.7 
-------------------------------------------  ----  ---------------  ---------------  ---------- 
Non-current liabilities 
Borrowings and other financial liabilities                  (20.4)           (57.3)      (71.0) 
Lease liabilities                                           (16.2)            (6.7)      (17.7) 
Trade and other payables                                     (0.6)            (0.6)       (0.6) 
Deferred tax liabilities                                     (6.2)            (6.5)       (6.1) 
Non-current tax liabilities                                  (2.3)            (3.8)       (2.1) 
Retirement bene t obligations                  11            (5.8)            (6.4)       (6.1) 
Provisions                                     12           (16.9)           (24.6)      (20.4) 
-------------------------------------------  ----  ---------------  ---------------  ---------- 
                                                            (68.4)          (105.9)     (124.0) 
-------------------------------------------  ----  ---------------  ---------------  ---------- 
Net assets                                                   117.6            143.2        92.4 
-------------------------------------------  ----  ---------------  ---------------  ---------- 
Shareholders' equity 
Ordinary shares                                13              9.4              7.8         7.8 
Share premium                                                  1.3              1.0         1.0 
Merger reserve                                 13             29.6                -           - 
Retained earnings                                             44.6             96.8        48.4 
Translation reserve                                           32.7             37.6        35.2 
-------------------------------------------  ----  ---------------  ---------------  ---------- 
Total shareholders' equity                                   117.6            143.2        92.4 
-------------------------------------------  ----  ---------------  ---------------  ---------- 
 

Consolidated Statement of Changes in Equity (unaudited)

For the half year ended 30 September 2020

 
                                                            Share     Share            Translation   Retained    Total 
                                                          capital   premium    Merger     reserves   earnings   equity 
                                                             GBPm      GBPm   reserve         GBPm       GBPm     GBPm 
-------------------------------------------------------  --------  --------  --------  -----------  ---------  ------- 
Balance at 31 March 2019                                      7.7       1.0         -         28.9      101.8    139.4 
Employee share option scheme - value of employee 
 services                                                       -         -         -            -        0.6      0.6 
Equity-settled share based payments                             -         -         -            -      (0.1)    (0.1) 
Dividends                                                       -         -         -            -      (4.5)    (4.5) 
Issue of shares                                               0.1         -         -            -          -      0.1 
-------------------------------------------------------  --------  --------  --------  -----------  ---------  ------- 
                                                              0.1         -         -            -      (4.0)    (3.9) 
Currency translation differences                                -         -         -          8.7          -      8.7 
-------------------------------------------------------  --------  --------  --------  -----------  ---------  ------- 
Net income recognised directly in equity                        -         -         -          8.7          -      8.7 
Loss for the period                                             -         -         -            -      (1.0)    (1.0) 
-------------------------------------------------------  --------  --------  --------  -----------  ---------  ------- 
Total comprehensive 
 income/(expense)                                               -         -         -          8.7      (1.0)      7.7 
-------------------------------------------------------  --------  --------  --------  -----------  ---------  ------- 
Balance at 30 September 2019                                  7.8       1.0         -         37.6       96.8    143.2 
Employee share option scheme - value of employee 
 services                                                       -         -         -            -        1.0      1.0 
Equity-settled share based payments                             -         -         -            -        0.1      0.1 
-------------------------------------------------------  --------  --------  --------  -----------  ---------  ------- 
Issue of shares                                                 -         -         -            -          -        - 
-------------------------------------------------------  --------  --------  --------  -----------  ---------  ------- 
                                                                -         -         -            -        1.1      1.1 
Currency translation differences                                -         -         -        (2.4)          -    (2.4) 
Actuarial loss on pension schemes                               -         -         -            -      (1.3)    (1.3) 
Deferred tax on actuarial loss                                  -         -         -            -        0.3      0.3 
-------------------------------------------------------  --------  --------  --------  -----------  ---------  ------- 
Net income recognised directly in equity                        -         -         -        (2.4)      (1.0)    (3.4) 
Loss for the period                                             -         -         -            -     (48.5)   (48.5) 
-------------------------------------------------------  --------  --------  --------  -----------  ---------  ------- 
Total comprehensive 
 expense                                                        -         -         -        (2.4)     (49.5)   (51.9) 
-------------------------------------------------------  --------  --------  --------  -----------  ---------  ------- 
Balance at 31 March 2020                                      7.8       1.0         -         35.2       48.4     92.4 
Employee share option scheme 
 - value of employee services                                   -         -         -            -      (1.1)    (1.1) 
Equity-settled share based payments                             -         -         -            -      (0.1)    (0.1) 
Issue of shares                                               1.6       0.3      29.6            -          -     31.5 
-------------------------------------------------------  --------  --------  --------  -----------  ---------  ------- 
                                                              1.6       0.3         -            -      (1.2)     30.3 
Currency translation differences                                -         -         -        (2.5)          -    (2.5) 
Actuarial gain on pension schemes                               -         -         -            -      (2.2)    (2.2) 
-------------------------------------------------------  --------  --------  --------  -----------  ---------  ------- 
Net income recognised directly in equity                        -         -         -        (2.5)      (2.2)    (4.7) 
Loss for the period                                             -         -         -            -      (0.4)    (0.4) 
-------------------------------------------------------  --------  --------  --------  -----------  ---------  ------- 
Total comprehensive 
 expense                                                        -         -         -        (2.5)      (2.6)    (5.1) 
-------------------------------------------------------  --------  --------  --------  -----------  ---------  ------- 
Balance at 30 September 2020                                  9.4       1.3      29.6         32.7       44.6    117.6 
-------------------------------------------------------  --------  --------  --------  -----------  ---------  ------- 
 

Consolidated Cash Flow Statement

For the half year ended 30 September 2020

 
                                                                Half year ended  Half year ended  Year ended 
                                                                        30 Sept          30 Sept      31 Mar 
                                                                           2020             2019        2020 
                                                                      unaudited        unaudited     audited 
                                                          Note             GBPm             GBPm        GBPm 
--------------------------------------------------------  ----  ---------------  ---------------  ---------- 
Cash flows from operating activities 
Net cash ow from operations                                 14              9.3             13.5        20.6 
--------------------------------------------------------  ----  ---------------  ---------------  ---------- 
Cash generated from operations before exceptional items     14             15.3             18.9        37.7 
Cash out ow from exceptional items                          14            (6.0)            (5.4)      (17.1) 
--------------------------------------------------------  ----  ---------------  ---------------  ---------- 
Net cash ow from operations                                                 9.3             13.5        20.6 
--------------------------------------------------------  ----  ---------------  ---------------  ---------- 
Interest paid                                                             (1.6)            (0.8)       (3.4) 
Income tax paid                                                           (2.1)            (2.0)       (3.3) 
--------------------------------------------------------  ----  ---------------  ---------------  ---------- 
Net cash generated from operating activities                                5.6             10.7        13.9 
--------------------------------------------------------  ----  ---------------  ---------------  ---------- 
 
Cash ows (used in)/from investing activities 
Acquisition of subsidiary, net of cash acquired                               -            (1.4)       (1.4) 
Purchase of property, plant and equipment                                 (3.5)            (8.0)      (16.5) 
Purchase of capitalised development costs                                     -                -           - 
Proceeds from disposal of fixed assets                                        -              0.2           - 
--------------------------------------------------------  ----  ---------------  ---------------  ---------- 
Net cash used in investing activities                                     (3.5)            (9.2)      (17.9) 
--------------------------------------------------------  ----  ---------------  ---------------  ---------- 
 
Cash ows (used in)/generated from financing activities 
Issue of shares                                                            31.6                -         0.1 
Dividends                                                                     -            (4.5)       (4.5) 
Increase in borrowings and other finance liabilities                        7.1             14.7        28.8 
Repayment of borrowings and other finance liabilities                    (42.6)           (14.9)      (15.2) 
--------------------------------------------------------  ----  ---------------  ---------------  ---------- 
Net cash (used in)/generated from financing activities                    (3.9)            (4.7)         9.2 
--------------------------------------------------------  ----  ---------------  ---------------  ---------- 
 
Net (decrease)/increase in cash and cash equivalents                      (1.8)            (3.2)         5.2 
Cash and cash equivalents at beginning of the period                       16.3             10.8        10.8 
Exchange (losses)/gains on cash and cash equivalents                      (0.1)              0.4         0.3 
--------------------------------------------------------  ----  ---------------  ---------------  ---------- 
Total cash and cash equivalents at end of period            14             14.4              8.0        16.3 
--------------------------------------------------------  ----  ---------------  ---------------  ---------- 
 

Notes

1. General information

Scapa Group plc ('the Company') and its subsidiaries (together 'the Group') manufacture bonding products and adhesive components for applications in the healthcare and industrial markets. The Group has manufacturing plants around the world and sells mainly in countries within Europe, North America and Asia.

The Company is a limited liability company incorporated and domiciled in the UK. The address of its registered office is 997 Manchester Road, Ashton-under-Lyne, Greater Manchester OL7 0ED. The Company has its listing on the Alternative Investment Market.

The financial information for the period ended 30 September 2019 has been neither audited nor reviewed by the auditor. The financial information for the year ended 31 March 2020 has been based on information in the audited financial statements for that period.

The interim condensed financial statements for the period ended 30 September 2020 do not constitute statutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for the year ended 31 March 2020 has been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified, did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report and did not contain statements under section 498 (2) or (3) of the Companies Act 2006.

Basis of preparation

These consolidated interim financial statements for Scapa Group plc have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting. The annual consolidated financial statements of the Group are prepared in accordance with IFRS as adopted the the EU.

Accounting policies

The same accounting policies, presentation and methods of computation are followed in the interim condensed financial statements as applied in the Group's latest annual audited financial statements.

Critical accounting estimates, judgements and risks

The preparation of the interim condensed financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing these interim condensed financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31 March 2020.

A summary of the principal risks and uncertainties is below broken down into specific categories and a more detailed explanation and how the Group seeks to mitigate the risks can be found on pages 33 to 36 of the Annual Report, which is available at www.scapa.com.

Regulatory and compliance risks

Health and safety - failure to work safely could result in significant injury or loss of life, damage the reputation of the Group and incur regulator intervention or fines

Environment - failure to mitigate environmental impacts could damage the reputation of the Group and result in the financial loss associated with clean-up, fines and sanctions

Product quality - failure to meet regulatory standards could lead to regulatory action, restricting our ability to manufacture and sell products. The Group is also exposed to financial risk around product liability claims, customer returns and ultimately customer trust in Scapa as a supplier

Strategic Risks

Economic and political - economic and political uncertainty, e.g. COVID-19 outbreak and Brexit trade negotiations, which affect market and financial stability

Business strategy - development of the wrong strategy by the Board or the failure to implement its strategy effectively could negatively impact on the Group's long-term growth prospects

Acquisitions and disposals - poor decision-making on organisational restructuring could adversely affect the Group's position and prospects, weakening shareholder value

Financial Risks

Financial and treasury - unavailability and cost of funding, and foreign exchange exposes the company to the risk of not having access to sufficient funds to permit trading as a going concern

Pensions - liabilities increase due to increasing life expectancy, inflation and poor performance in investments compounded by fluctuations in the discount rate, the associated cash requirements could have a material adverse impact on the Group's cash flows

Market Risks

Customers - Over reliance on a specific customer places pressure on pricing, margins and profitability

Operations Risks

Suppliers - over reliance on specific suppliers risks supplier failure or unavailability/discontinuation of key raw material products, particularly as a result of COVID-19, which would have a detrimental impact on business performance

Human resources - failure to attract, develop and retain people with the necessary skills to support sustainable growth could lead to the inability to achieve our business objectives or to loss of skills, knowledge and experience

Technology - the business risks being subjected to a cyber-attack or other event that results in data loss and/or systems outage could lead to significant disruption to direct manufacturing and support processes

Disruption to operations - pandemic natural disaster or extreme weather events could lead to significant disruption to direct manufacturing or support processes

Going concern

In assessing the viability of the Group the Board has continued to assess and monitor the above principal risks of the business, and moreover the Group has taken into account the potential impact of the COVID-19 pandemic on the Group's results across a three year period. In a challenging environment to forecast accurately, the Group has updated the internal forecasts to take account of the current impact of COVID-19 and the Group are tracking ahead of this internal COVID-19 scenario. The Group moved quickly to strengthen its Balance Sheet at the start of the global pandemic, securing additional loan facilities from its existing banking Group, completing an equity placement in May 2020 securing net proceeds of GBP31.6m, suspending ordinary dividends for the 2020 year, and securing a deferment of the regular UK deferred pension CAR payment. The Directors are satisfied that the Group's forecasts and projections show that the Group should be able to operate within its banking facilities and comply with its banking covenants, which were revised for a nine-month period to March 2021 when the additional GBP15m facility was secured (repayable in June 2021), and the Group has significant headroom against its current RCF. The Group is exposed to a number of significant risks and uncertainties as outlined above, which could affect the Group's ability to meet its banking covenants. The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the interim condensed financial statements.

2. Segmental reporting

The Group operates two standalone business units: Healthcare and Industrial, supported by a strategic Corporate function. All inter-segment transactions are made on an arm's length basis.

The Board relies primarily on turnover and trading profit to assess the performance of the Group and make decisions about resources to be allocated to each segment; assets and liabilities are looked at geographically. Trading profit is reconciled to operating profit on the face of the Income Statement.

The Board reviews the performance of the business using information presented at constant exchange rates. The prior year results have been restated at constant currency as shown on the following pages.

Segment results - 30 September 2020

The segment results for the half year ended 30 September 2020 are as follows:

 
                                         Healthcare  Industrial  Head office  Group 
                                               GBPm        GBPm         GBPm   GBPm 
---------------------------------------  ----------  ----------  -----------  ----- 
External revenue                               55.1        66.9            -  122.0 
---------------------------------------  ----------  ----------  -----------  ----- 
Trading profit/(loss)                           1.3         6.1        (1.9)    5.5 
Amortisation of intangible assets             (1.1)       (0.3)            -  (1.4) 
Exceptional items                             (2.8)           -            -  (2.8) 
Pension administration costs                      -           -        (0.3)  (0.3) 
---------------------------------------  ----------  ----------  -----------  ----- 
Operating (loss)/profit                       (2.6)         5.8        (2.2)    1.0 
Net finance costs                                                             (1.5) 
---------------------------------------  ----------  ----------  -----------  ----- 
Loss on ordinary activities before tax                                        (0.5) 
Tax credit                                                                      0.1 
---------------------------------------  ----------  ----------  -----------  ----- 
Loss for the period                                                           (0.4) 
---------------------------------------  ----------  ----------  -----------  ----- 
 

The revenue analysis below is based on the location of the customer as follows:

 
                                  Europe  N America   Asia  Other  Group 
                                    GBPm       GBPm   GBPm   GBPm   GBPm 
--------------------------------  ------  ---------  -----  -----  ----- 
External revenue - 30 Sept 2020     61.1       48.5    8.1    4.3  122.0 
--------------------------------  ------  ---------  -----  -----  ----- 
External revenue - 30 Sept 2019     71.5       69.9   12.3    7.1  160.8 
--------------------------------  ------  ---------  -----  -----  ----- 
External revenue - 31 Mar 2020     141.0      140.3   24.6   14.7  320.6 
--------------------------------  ------  ---------  -----  -----  ----- 
 

The revenue based on the location of the selling company is as follows:

 
                                  Europe  N America   Asia  Other  Group 
                                    GBPm       GBPm   GBPm   GBPm   GBPm 
--------------------------------  ------  ---------  -----  -----  ----- 
External revenue - 30 Sept 2020     58.2       56.4    6.7    0.7  122.0 
--------------------------------  ------  ---------  -----  -----  ----- 
External revenue - 30 Sept 2019     71.0       78.7   10.0    1.1  160.8 
--------------------------------  ------  ---------  -----  -----  ----- 
External revenue - 31 Mar 2020     139.2      159.0   20.3    2.1  320.6 
--------------------------------  ------  ---------  -----  -----  ----- 
 

The segment results for the half year ended 30 September 2019 are as follows:

 
                                           Healthcare  Industrial  Head office   Group 
                                                 GBPm        GBPm         GBPm    GBPm 
-----------------------------------------  ----------  ----------  -----------  ------ 
External revenue                                 74.7        86.1            -   160.8 
-----------------------------------------  ----------  ----------  -----------  ------ 
Trading profit/(loss)                             6.6        10.2        (2.6)    14.2 
Amortisation of intangible assets               (2.6)       (0.4)            -   (3.0) 
Exceptional items                              (10.6)           -            -  (10.6) 
Acquisition costs                               (0.1)           -            -   (0.1) 
Pension administration costs                        -           -        (0.4)   (0.4) 
-----------------------------------------  ----------  ----------  -----------  ------ 
Operating profit/(loss)                         (6.7)         9.8        (3.0)     0.1 
Net finance costs                                                                (1.1) 
-----------------------------------------  ----------  ----------  -----------  ------ 
Profit on ordinary activities before tax                                         (1.0) 
Tax charge                                                                           - 
-----------------------------------------  ----------  ----------  -----------  ------ 
Profit for the period                                                            (1.0) 
-----------------------------------------  ----------  ----------  -----------  ------ 
 

The Board reviews the performance of the business using information presented at constant exchange rates. The prior half year results have been restated using this year's exchange rates as follows:

 
                                             Healthcare  Industrial  Head office  Group 
                                                   GBPm        GBPm         GBPm   GBPm 
-------------------------------------------  ----------  ----------  -----------  ----- 
External revenue                                   74.7        86.1            -  160.8 
Foreign exchange                                  (0.1)       (0.5)            -  (0.6) 
-------------------------------------------  ----------  ----------  -----------  ----- 
External revenue at constant exchange 
 rates                                             74.6        85.6            -  160.2 
-------------------------------------------  ----------  ----------  -----------  ----- 
Trading profit/(loss)                               6.6        10.2        (2.1)   14.2 
Foreign exchange                                    0.0       (0.1)            -  (0.1) 
-------------------------------------------  ----------  ----------  -----------  ----- 
Trading profit/(loss) at constant exchange 
 rates                                              6.6        10.1        (2.1)   14.1 
-------------------------------------------  ----------  ----------  -----------  ----- 
 

Segment results - 31 March 2020

The segment results for the year ended 31 March 2020 are as follows:

 
                                       Healthcare  Industrial  Head office   Group 
                                             GBPm        GBPm         GBPm    GBPm 
-------------------------------------  ----------  ----------  -----------  ------ 
External revenue                            152.0       168.6            -   320.6 
-------------------------------------  ----------  ----------  -----------  ------ 
Trading profit/(loss)                        13.7        19.5        (5.4)    27.8 
Amortisation of intangible assets           (5.1)       (0.7)            -   (5.8) 
Exceptional items                          (70.1)           -          1.7  (68.4) 
Acquisition costs                           (0.2)           -            -   (0.2) 
Pension administration costs                    -           -        (0.7)   (0.7) 
-------------------------------------  ----------  ----------  -----------  ------ 
Operating profit/(loss)                    (61.7)        18.8        (4.4)  (47.3) 
Net finance costs                                                            (3.7) 
-------------------------------------  ----------  ----------  -----------  ------ 
Profit on ordinary activities before 
 tax                                                                        (51.0) 
Tax charge                                                                     1.5 
-------------------------------------  ----------  ----------  -----------  ------ 
Profit for the year                                                         (49.5) 
-------------------------------------  ----------  ----------  -----------  ------ 
 

The Board reviews the performance of the business using information presented at constant exchange rates. The prior year results have been restated using this year's exchange rates as follows:

 
                                             Healthcare  Industrial  Head office  Group 
                                                   GBPm        GBPm         GBPm   GBPm 
-------------------------------------------  ----------  ----------  -----------  ----- 
External revenue                                  152.0       168.6            -  320.6 
Foreign exchange                                    0.7         1.0            -    1.7 
-------------------------------------------  ----------  ----------  -----------  ----- 
External revenue at constant exchange 
 rates                                            152.7       169.6            -  322.3 
-------------------------------------------  ----------  ----------  -----------  ----- 
Trading profit/(loss)                              13.7        19.5        (5.4)   27.8 
Foreign exchange                                    0.1           -            -    0.1 
-------------------------------------------  ----------  ----------  -----------  ----- 
Trading profit/(loss) at constant exchange 
 rates                                             13.8        19.5        (5.4)   27.9 
-------------------------------------------  ----------  ----------  -----------  ----- 
 

3. Segment assets and liabilities

The Board does not review assets and liabilities by business unit but by geographical area as reporting entity balance sheets cannot be split accurately by business unit. The assets and liabilities at 30 September 2020 and capital expenditure for the period then ended can be analysed into geographical segments as follows:

 
                               Europe  N America   Asia  Head office   Group 
                                 GBPm       GBPm   GBPm         GBPm    GBPm 
-----------------------------  ------  ---------  -----  -----------  ------ 
Non-current assets*              67.0       84.2    2.1          0.5   153.8 
Inventory                        17.5       17.5    2.4            -    37.4 
Trade receivables (net)          19.3       17.4    2.5            -    39.2 
Trade payables                 (17.6)     (13.8)  (1.9)        (0.7)  (34.0) 
Cash                              4.2        5.5    2.6          2.0    14.3 
Additions of property, plant 
 and equipment**                  3.0        0.4    0.1            -     3.5 
-----------------------------  ------  ---------  -----  -----------  ------ 
 
 
   *     Non-current assets excluding deferred tax assets 

** Additions of property, plant and equipment excludes Right-of-Use assets and is included in non-current assets above

The assets and liabilities at 30 September 2019 and capital expenditure for the period then ended were as follows:

 
                               Europe  N America   Asia  Head office   Group 
                                 GBPm       GBPm   GBPm         GBPm    GBPm 
-----------------------------  ------  ---------  -----  -----------  ------ 
Non-current assets*              94.4      118.3    2.0          0.6   215.3 
Inventory                        21.9       22.8    3.5            -    48.2 
Trade receivables (net)          23.8       24.4    2.7            -    50.9 
Trade payables                 (20.8)     (17.7)  (1.9)        (0.9)  (41.3) 
Cash                              2.7        3.2    2.0          0.1     8.0 
Additions of property, plant 
 and equipment**                  4.8        2.6    0.6            -     8.0 
-----------------------------  ------  ---------  -----  -----------  ------ 
 
   *     Non-current assets excluding deferred tax assets 

** Additions of property, plant and equipment excludes Right-of-Use assets and is included in non-current assets above

The assets and liabilities at 31 March 2020 and capital expenditure for the year then ended were as follows:

 
                               Europe  N America   Asia  Head office   Group 
                                 GBPm       GBPm   GBPm         GBPm    GBPm 
-----------------------------  ------  ---------  -----  -----------  ------ 
Non-current assets*              67.6       89.9    2.1          0.6   160.2 
Inventory                        19.9       18.7    2.9            -    41.5 
Trade receivables (net)          23.9       31.8    2.4            -    58.1 
Trade payables                 (24.5)     (18.2)  (1.6)        (0.8)  (45.1) 
Cash                              6.4        4.9    2.8          2.2    16.3 
Additions of property, plant 
 and equipment**                 11.2        3.8    1.0          0.5    16.5 
-----------------------------  ------  ---------  -----  -----------  ------ 
 
   *     Non-current assets excluding deferred tax assets 

** Additions of property, plant and equipment excludes Right-of-Use assets and is included in non-current assets above

Unallocated head office items relate to assets and liabilities incurred in the normal course of business for the Parent Company.

4. Exceptional items

 
                                        Half year  Half year 
                                            ended      ended  Year ended 
                                          30 Sept    30 Sept      31 Mar 
                                             2020       2019        2020 
                                             GBPm       GBPm        GBPm 
--------------------------------------  ---------  ---------  ---------- 
Operating income: 
Gain on pension scheme buy-out                  -          -         2.4 
BioMed indemnification income                 1.5          -           - 
Operating expenses: 
Site closure and reorganisation costs       (3.1)      (1.4)       (8.0) 
Asset write-offs                                -          -       (0.3) 
Loss of major contract                      (1.2)      (6.0)       (7.2) 
Goodwill impairment                             -      (3.2)      (52.2) 
Potential HSE penalty                           -          -       (0.3) 
Intangible asset impairment                     -          -       (2.1) 
Strategic review                                -          -       (0.7) 
--------------------------------------  ---------  ---------  ---------- 
                                            (2.8)     (10.6)      (68.4) 
--------------------------------------  ---------  ---------  ---------- 
 

Exceptional operating income

The Group released GBP1.5m from escrow relating to indemnification of the BioMed acquisition which was agreed and crystallised in September 2020; this is reflected as an exceptional gain in the period - see contingent asset note 12.

The prior year exceptional operating income related to the buy-out of one of the US defined benefit pension schemes in March 2020.

Exceptional operating expenses

Exceptional operating expenses in the first half year comprised reorganisation costs of GBP3.1m relating to the integration of the Dunstable closure activities into the Gargrave site and the integration of the closure of the Inglewood site into Knoxville. It is anticipated that site restructuring costs will continue into FY22. In addition, Scapa Tapes North America LLC incurred legal costs of GBP1.2m associated with the ongoing litigation against ConvaTec Inc for breach of contract.

The 31 March 2020 exceptional operating expense included GBP7.2m costs associated with the loss of the major ConvaTec contract, with GBP6.0m of this having been booked in the half-year to September 2019. There was also a goodwill impairment of GBP3.2m booked in the half-year associated with this lost contract, with a further GBP49.0m goodwill impairments booked at 31 March 2020 relating to the recoverability review under IAS36, which also included asset write offs of GBP0.3m and intangible asset impairments of GBP2.1m all booked as a result of the loss of the ConvaTec contract, weaker financial performance for the BioMed site in Texas, alongside the potential global impact of the Covid-19 pandemic. There were exceptional costs of GBP8.0m (with GBP1.4m having been recognised in September 2019) for site closure and reorganisation expenses, plus GBP0.7m for a Group strategic review.

5. Key management compensation and Directors' remuneration

 
                                                  Half year  Half year 
                                                      ended      ended  Year ended 
                                                    30 Sept    30 Sept      31 Mar 
                                                       2020       2019        2020 
                                                       GBPm       GBPm        GBPm 
------------------------------------------------  ---------  ---------  ---------- 
Short-term employment benefits                          1.4        1.1         2.0 
Post-employment benefits                                0.1        0.1         0.2 
Share-based payments (including share incentive 
 plan)                                                (0.8)        0.5         1.2 
------------------------------------------------  ---------  ---------  ---------- 
                                                        0.7        1.7         3.4 
------------------------------------------------  ---------  ---------  ---------- 
 

Key management is considered by the Group to be the Executive Team, which comprises certain senior employees, as defined in the annual financial statements. The short-term employment benefits include wages and salaries, bonuses, social security contributions and non-monetary benefits.

6. Related party transactions

The pension schemes are related parties to the Group. As at 30 September 2020 a deferment of the March 2020 UK scheme CAR contribution of GBP2.0m was agreed by the UK Pension Trustee. The funds were held as restricted cash with release subject to legal agreement with the Scheme Trustee.

On 14 May 2020 the Group placed an aggregate of 30,758,649 new ordinary shares of 0.5p at a price of 105p per share to raise net proceeds of approximately GBP31.6m in addition Directors and members of the senior management team of the Company subscribed for an aggregate of 319,044 shares at the placing price. Directors (H Chae, D Blackwood, B McAtamney and T Miller), the Company Secretary (W Baker) and a member of the senior management team (J Petreanu) participated in the subscription purchasing 142,857 shares, 14,285 shares, 9,523 shares, 19,047 shares, 14,285 shares and 119,047 shares respectively.

7. Net finance costs

 
                                                Half year  Half year 
                                                    ended      ended  Year ended 
                                                  30 Sept    30 Sept      31 Mar 
                                                     2020       2019        2020 
                                                     GBPm       GBPm        GBPm 
----------------------------------------------  ---------  ---------  ---------- 
Interest payable on bank loans and overdrafts       (0.8)      (0.8)       (1.7) 
Interest income on pension scheme assets less 
 interest on scheme liabilities                         -          -       (0.1) 
Discount on provisions                              (0.1)      (0.1)       (0.2) 
Lease interest                                      (0.6)      (0.2)       (1.7) 
----------------------------------------------  ---------  ---------  ---------- 
Net finance costs                                   (1.5)      (1.1)       (3.7) 
----------------------------------------------  ---------  ---------  ---------- 
 

Upon initial recognition of IFRS 16 the Knoxville land and buildings lease was initially assessed as a short term lease. In December 2019 the lease was reassessed due to a decision to delay the procurement of the land and buildings. As a result, in the half year ended September 2020, lease interest of GBP0.4m (2019: GBPNil) has been incurred.

8. Taxation

 
                                             Half year  Half year 
                                                 ended      ended  Year ended 
                                               30 Sept    30 Sept      31 Mar 
                                                  2020       2019        2020 
                                                  GBPm       GBPm        GBPm 
-------------------------------------------  ---------  ---------  ---------- 
Current tax: 
Tax on trading activities - current period       (1.4)      (2.1)       (2.9) 
Tax on trading activities - prior period           0.7      (0.3)       (0.4) 
Tax on non-trading items                             -          -           - 
-------------------------------------------  ---------  ---------  ---------- 
Total current tax                                (0.7)      (2.4)       (3.3) 
-------------------------------------------  ---------  ---------  ---------- 
Deferred tax: 
Tax on trading activities - current period       (0.7)      (0.4)       (3.2) 
Tax on trading activities - prior period           0.2        0.2       (0.4) 
Tax on non-trading items                           1.3        2.6         8.4 
-------------------------------------------  ---------  ---------  ---------- 
Total deferred tax                                 0.8        2.4         4.8 
-------------------------------------------  ---------  ---------  ---------- 
 
Tax charge on trading activities                 (1.2)      (2.6)       (6.9) 
-------------------------------------------  ---------  ---------  ---------- 
Tax income on non-trading activities               1.3        2.6         8.4 
-------------------------------------------  ---------  ---------  ---------- 
Tax credit for the period                          0.1          -         1.5 
-------------------------------------------  ---------  ---------  ---------- 
 

9. Earnings per share

Basic

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.

Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all potentially dilutive ordinary shares. Diluted earnings per share has been calculated on share options in existence at 30 September 2020.

Adjusted

Adjusted earnings per share is calculated by dividing the trading profit less cash interest less tax on operating activities by the weighted average number of ordinary shares in issue during the period.

 
                                              Half year  Half year 
                                                  ended      ended  Year ended 
                                                30 Sept    30 Sept      31 Mar 
                                                   2020       2019        2020 
--------------------------------------------  ---------  ---------  ---------- 
Loss attributable to equity holders of the 
 Company (GBPm)                                   (0.4)      (1.0)      (49.5) 
Weighted average number of ordinary shares 
 in issue (m)                                     179.3      155.0       155.1 
Basic loss per share (p)                          (0.2)      (0.6)      (31.9) 
Weighted average number of shares in issue, 
 including potentially dilutive shares (m)        189.8      158.6       158.6 
Diluted loss per share (p)                        (0.2)      (0.6)      (31.2) 
Adjusted earnings per share (p)                     2.0        7.0        12.4 
--------------------------------------------  ---------  ---------  ---------- 
 

10. Dividends

The Group did not declare a final dividend for the year ended 31 March 2020 as a result of the uncertainty surrounding the global COVID-19 pandemic.

11. Retirement benefit schemes

Defined benefit schemes

The defined benefit obligation as at 30 September 2020 has been adjusted for movements in contributions, financial and demographic assumptions over the period.

The defined benefit plan assets have been updated to reflect their market value at 30 September 2020. The change in the expected return on assets has been recognised as an actuarial gain or loss in the Statement of Comprehensive Income in accordance with the Group's accounting policy.

12. Provisions

 
                          Reorganisation 
                           and leasehold    Contract 
                             commitments   liability  Environmental   Total 
                                    GBPm        GBPm           GBPm    GBPm 
------------------------  --------------  ----------  -------------  ------ 
At 31 March 2019                    14.4        32.2            0.1    46.7 
Exchange differences                 0.2           -              -     0.2 
Charged in the period                2.3           -              -     2.3 
Released in the period                 -       (3.6)              -   (3.6) 
Utilised in the period             (6.1)           -              -   (6.1) 
------------------------  --------------  ----------  -------------  ------ 
At 30 September 2019                10.8        28.6            0.1    39.5 
Exchange differences               (0.2)           -              -   (0.2) 
Charged in the period               10.5           -              -    10.5 
Released in the period             (0.7)       (3.6)              -   (4.3) 
Utilised in the period            (11.5)           -              -  (11.5) 
------------------------  --------------  ----------  -------------  ------ 
At 31 March 2020                     8.9        25.0            0.1    34.0 
Charged in the period                1.2           -              -     1.2 
Released in the period             (0.2)       (3.6)              -   (3.8) 
Utilised in the period             (2.8)           -              -   (2.8) 
------------------------  --------------  ----------  -------------  ------ 
At 30 September 2020                 7.1        21.4            0.1    28.6 
------------------------  --------------  ----------  -------------  ------ 
Analysis of provisions: 
Current                              4.4         7.2            0.1    11.7 
Non-current                          2.7        14.2              -    16.9 
------------------------  --------------  ----------  -------------  ------ 
At 30 September 2020                 7.1        21.4            0.1    28.6 
------------------------  --------------  ----------  -------------  ------ 
 

Reorganisation and leasehold commitments

The GBP7.1m (2019: GBP10.8m) reorganisation and lease commitments provisions relates to dilapidations for leasehold property of GBP2.9m (2019: GBP2.9m), GBP0.1m (2019: GBP0.1m) in relation to reorganisation costs, GBP2.1m (2019: GBP5.2m) in relation to site closures in the UK and the US, GBP1.9m (2019: GBP2.6m) relating to the acquisition provisions for BioMed Laboratories LLC and Systagenix Wound Management Manufacturing Ltd and GBP0.1m (2019: GBPNil) relating to the potential HSE penalty. The expected utilisation of these provisions ranges between one and three years.

Contract liability provision

The GBP21.4m (2019: GBP28.6m) contract liability provision relates to the acquisition of Systagenix Wound Management Manufacturing Ltd in October 2018. This provision will be released on a straight-line basis over a five-year period, in line with the exclusive supply contract.

Environmental provision

The environmental provision relates to expected costs required to clean up environmental contamination on a European site of GBP0.1m (2019: GBP0.1m). The Group expects the majority of the spend against the environmental provision to be incurred over the next 18 months.

Tax provisions

Tax provisions totalling GBP2.0m (2019: GBP3.8m) relate to Group cross-party transactions which are expected to be utilised over a four-year period.

Contingent Assets

On 10 July 2019, Scapa Tapes North America LLC filed a complaint against ConvaTec Inc in the state of Connecticut for a breach of a material supply agreement alleging damages of $83.8m and a declatory judgement requesting a court ruling that a non-compete provision in the agreement is legally impermissible. Scapa Tapes North America maintains its position robustly asserting its claim for breach of contract and declatory judgement. Claims raised by ConvaTec Inc against Scapa Group Plc and Scapa Tapes North America LLC in new Jersey have been dismissed. ConvaTec Inc has reasserted certain contract breach, declaratory judgement and other claims against Scapa Group Plc and Scapa Tapes North America LLC in Connecticut in response to the complaint Scapa North America LLC filed. No asset has been recognised in relation to this case on the grounds that recovery is not deemed virtually certain at this point in time.

In September 2020 a further payment in relation to the indemnification of the BioMed acquisition was agreed for GBP0.5m excluding fees. This amount has not yet been received and is considered a contingent asset at 30th September 2020.

13. Share capital

 
                                   Half year  Half year 
                                       ended      ended  Year ended 
                                     30 Sept    30 Sept      31 Mar 
                                        2020       2019        2020 
                                        GBPm       GBPm        GBPm 
---------------------------------  ---------  ---------  ---------- 
Allotted, issued and fully paid 
 187,797,885 (2019: 155,242,923)         9.4        7.8         7.8 
---------------------------------  ---------  ---------  ---------- 
 

On 14 May 2020 the Group placed an aggregate of 30,758,649 new ordinary shares of 0.5p at a price of 105p per placing share to raise net proceeds of GBP31.6m after expenses. The placing shares represented approximately 19.99% of the Company's existing issued share capital. The placing utilised a cash box structure, whereby the cash box entity issued redeemable preference shares in consideration for the receipt of the cash proceeds (net of issue costs) arising from the placing. The Company's ordinary shares were issued as consideration for the transfer to it of the shares, which it did not already own, in the cash box entity. As a result, in the opinion of the Board, the placing qualified for merger relief under section 612 of Companies Act 2006 so that the excess of the value of the acquired shares in the cash box entity over the nominal value of the ordinary shares issued by the Company was credited to a merger reserve which is considered to be distributable.

The placing shares ranked pari passu in all respects with the existing ordinary shares, including the right to receive all dividends and other distributions declared, made or paid after the date of the issue.

14 Reconciliation of operating profit to operating cash flow and reconciliation of net cash

 
                                                    Half year  Half year 
                                                        ended      ended  Year ended 
                                                      30 Sept    30 Sept      31 Mar 
                                                         2020       2019        2020 
                                                         GBPm       GBPm        GBPm 
--------------------------------------------------  ---------  ---------  ---------- 
Operating profit/(loss)                                   1.0        0.1      (47.3) 
Adjustments for: 
Depreciation and amortisation                             7.4        8.7        17.7 
Loss on disposal of land and buildings                      -          -         0.5 
Impairment of tangible fixed assets                       0.3        0.6         1.4 
Impairment of intangible assets                             -        0.2         2.3 
Impairment of goodwill                                      -        3.2        52.2 
Pensions payments in excess of charge                   (2.6)      (2.3)       (1.6) 
Pension scheme buy out                                      -          -       (2.4) 
Share options (credit)/charge                           (1.2)        0.6         1.6 
Changes in working capital: 
--------------------------------------------------  ---------  ---------  ---------- 
Inventories                                               3.8      (0.3)         5.4 
Trade debtors                                            18.4       13.0         5.0 
Trade creditors                                        (11.0)      (4.5)       (0.1) 
--------------------------------------------------  ---------  ---------  ---------- 
Net movement in trading working capital                  11.2        8.2        10.3 
Net movement in other current debtors                   (0.9)        3.7         1.9 
Net movement in other current creditors                 (0.5)      (1.4)       (2.7) 
Net movement in reorganisation provisions               (1.8)      (4.5)       (6.1) 
Net movement in contract liability provision            (3.6)      (3.6)       (7.2) 
--------------------------------------------------  ---------  ---------  ---------- 
Cash generated from operations                            9.3       13.5        20.6 
--------------------------------------------------  ---------  ---------  ---------- 
 
Cash generated from operations before exceptional 
 items                                                   15.3       18.9        37.7 
Cash outflows from exceptional items                    (6.0)      (5.4)      (17.1) 
--------------------------------------------------  ---------  ---------  ---------- 
Cash generated from operations                            9.3       13.5        20.6 
--------------------------------------------------  ---------  ---------  ---------- 
 

Analysis of cash and cash equivalents and borrowings

 
                             At 1 April   Cash   Exchange       Other  At 30 Sept 
                                   2020   flow   movement   movements        2020 
                                   GBPm   GBPm       GBPm        GBPm        GBPm 
---------------------------  ----------  -----  ---------  ----------  ---------- 
Cash and cash equivalents          16.3  (1.8)      (0.1)           -        14.4 
---------------------------  ----------  -----  ---------  ----------  ---------- 
Borrowings within one year        (2.6)  (0.9)          -      (15.0)      (18.5) 
Borrowings after more than 
 one year                        (88.3)   36.4        0.6        15.0      (36.3) 
---------------------------  ----------  -----  ---------  ----------  ---------- 
Total borrowings                 (90.9)   35.5        0.6           -      (54.8) 
---------------------------  ----------  -----  ---------  ----------  ---------- 
Total                            (74.6)   33.7        0.5           -      (40.4) 
---------------------------  ----------  -----  ---------  ----------  ---------- 
 

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END

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November 17, 2020 02:00 ET (07:00 GMT)

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