RWS Holdings plc RWS 2016 Annual Report New horizons RWS Holdings plc 2016 Annual Report RWS Holdings plc 2016 Annual Report Europa House Chiltern Park Chiltern Hill Chalfont St Peter Bucks SL9 9FG United Kingdom Telephone +44 (0) 1753 480 200 Facsimile +44 (0) 1753 480 280 Email [email protected] www.rws.com Contents 2 RWS Holdings plc 2016 Annual Report Contents Contents Company Overview 2 Financial Highlights 4 Chairman‘s Statement 6 Strategic Report 8 Board of Directors 12 Directors‘ Report 13 Statement of Directors‘ Responsibilities 16 Directors‘ Remuneration Report 17 Independent Auditor‘s Report to the Members of RWS Holdings plc 20 Financial Statements Consolidated Statement of Comprehensive Income 23 Consolidated Statement of Financial Position 24 Consolidated Statement of Changes in Equity 25 Consolidated Statement of Cash Flows 27 Notes to the Consolidated Financial Statements 28 Parent Company Financial Statements 54 Company Statement of Changes in Equity 57 Notes to the Company Financial Statements 58 Shareholder information 65 2 RWS Holdings plc 2016 Annual Report RWS Holdings plc 2016 Annual Report 1 Company overview RWS provides language and intellectual property services that support its clients in taking products from concept to market Research and Patenting development Information Patent Translation & Filing A comprehensive range of patent search The translation of patent and supporting and monitoring services which enable intellectual property documents in over clients to check if their intellectual property 200 language pairs and the management is novel, valid for an application or risks of multi-jurisdictional patent filing supported infringing upon existing patents. RWS has by our international web-based filing also established Patbase as one of the platform, inovia.com. world’s largest searchable commercial patent databases covering over 57 million patent families, designed by professional searchers and sold on a subscription basis. Technically and linguistically accurate Efficient processes supported by translations delivered to deadline sophisticated and proprietary technology Over 99% on time* Over 500 million words translated last year* 2 RWS Holdings plc 2016 Annual Report Our in-depth understanding of clients’ differing requirements as their product moves from research and development, to protection and commercialisation enables us to deliver consistently high-quality services at each stage of the product lifecycle, whilst giving RWS visibility of activity across the value chain Clinical Trials, Commercialisation Patient Outcomes and Litigation Life Sciences Technical & Commercial Translation A full suite of language solutions designed The translation of other specialist to support the entire life science industry. documents, from technical specifications The translation and linguistic validation and manuals to sensitive legal and of vital content for pharmaceutical, financial documents. Our work includes biotech and medical device companies the localisation of materials to ensure they including their clinical research are linguistically and culturally appropriate organisations, advertising agencies and in line with local regulations in multiple and other subcontractors. target markets. Excellent quality control and customer service Over 99% of customers happy with the quality of our services* *Source: RWS records RWS Holdings plc 2016 Annual Report 3 Financial Highlights 30 30.6 Over 80,000 (£m) patent and IP 20 22.7 22.1 21.0 documents and 17.2 16.2 14.5 10 14.6 13.9 Adjusted PBT 65,000 life 11.0 9.0 science projects 7.4 6.0 0 5.6 per year 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Market leader in intellectual property and A strong financial track record life science language and support services 7.8% increase in world-wide patent applications in 2015* c.800 employees 14% CAGR in US clinical ** including subject specialist trials 2011-2016 translators & checkers and project managers Strong reputation for quality and delivery with specialist staff supported by sophisticated technology Growing markets 13% sales growth at CTi since acquisition RWS has a strong track record of executing earnings accretive acquisitions *Source: World Intellectual Property Office, **Source: Number of clinical trials as recorded by ClinicalTrials.gov, a U.S. National Institutes of Health service 4 RWS Holdings plc 2016 Annual Report 5% Information 10% Commercial Translation 90% of revenues in highly specialised fields – intellectual property 20% and life sciences Life Sciences 65% Patent translation & filing Medical & Aerospace Chemical Automotive Energy Manufacturing Technology Pharma & Defence & Telecoms A diversified international, blue chip client base Strong cash generation supports progressive dividend policy 13 years of dividend increases Operations located to service customer needs globally RWS Holdings plc 2016 Annual Report 5 Chairman’s Statement I am pleased to report that RWS has delivered its generation. Other significant cash outlays included best year ever despite a far from robust global corporation tax of £5.2 million and dividends of economic backdrop. For the thirteenth consecutive £10.6 million. year since listing on AIM in November 2003, we have achieved growth in sales, underlying profits and Currency Effects and Hedging dividends, testimony to the strength of our market This year has been marked by considerable volatility positions in patent translations, intellectual property in global currency markets. This was compounded services and life sciences services. During the year, in the aftermath of the EU referendum in late June we have also continued to invest in those resources and the Group has benefitted from the resulting which can deliver future expansion. decline in sterling. RWS is a prolific exporter of its services meaning that over 85% of its revenues Results and Financial Review are non-sterling, its principal exposures being to The Group has achieved further significant progress the euro and the US dollar. The Group’s estimated in underlying operational performance, reflecting net exposure to the Euro has been hedged at an continued growth in the core patent translations average rate of 1 Euro = 83p for the whole of the business, together with growth in PatBase, China year to 30 September 2017. The average rate and Japan. In addition, the Group benefited from experienced over 2015-16 was 78.1p. Exposure a strong maiden contribution from CTi, the US life to the US dollar is largely offset by the five year sciences specialist it acquired in October 2015. US$45 million dollar loan drawn to acquire CTi. A material improvement in Group gross margins also contributed to our record results. Acquisition of a market leader in Life Sciences translations and linguistic validation Group sales advanced by 28% to £122.0 million The Group announced on 2 November 2015 that (2015: £95.2 million). Adjusted operating profit it had acquired the entire issued share capital before amortization of intangibles, share option of Corporate Translations Inc. (“CTi”) for a cash costs and acquisition expenses was up 40% at consideration of US$70 million. This acquisition was £32.0 million (2015: £22.9 million). in line with our stated strategy of complementing organic growth with selective acquisitions which Adjusted profit before tax, amortization of have growth potential in attractive sectors and/or intangibles, share option costs and exceptional geographies, offer excellent margins and enhance acquisition expenses increased by 35% to shareholder value. £30.6 million (2015: £22.7 million). This produced an increase of 35% in adjusted earnings per share to The acquisition of CTi established a significant Group 10.9p (2015: 8.1p). presence in the USA which the Board believes is the largest growth opportunity for RWS. CTi is one Reported profit before tax was £25.1 million (2015: of the world’s leading life sciences translation and £20.7 million). This result reflected significantly linguistic validation providers. It enjoys a preferred greater amortization of intangibles largely driven by supplier relationship with many of its key clients, the CTi acquisition and totalling £4.6 million (2015: with extraordinary penetration of the blue chip life £1.6 million), offset by lower share based payment sciences community. CTi’s greater scale, combined costs. Basic earnings per share were 9.0p (2015: with the existing RWS specialist divisions, provided 7.3p), a rise of 23%. The Group’s effective tax rate a step change in the Group’s competitive standing was 22.9% (2015: 24.8%). amongst the major pharmaceutical groups and contract research organisations, whilst RWS’ strong As of 30 September 2016, shareholders’ funds foothold in Europe is already supporting CTi’s had reached £108.7 million (2015: £85.7 million). expansion into the European life sciences sector. At 1 October 2015 the Group had net cash of £30.6 million. The Group ended the 2016 financial Funding for the acquisition was via a combination of year with net debt of only £1.5 million, after the a US$45 million five-year bank loan and the Group’s £47.1 million cash consideration for CTi which was internal cash resources. acquired at the end of October 2015, demonstrating the Group’s continued strong underlying cash 6 RWS Holdings plc 2016 Annual Report Chairman’s Statement (continued) The acquisition of CTi has been immediately People and significantly earnings enhancing, with the The very nature of the Group’s activities dictate that US$70 million consideration based upon CTi reporting it will always be dependent upon the quality and in excess of US$7 million EBITDA for the year ended dedication of its entire staff to meet the demands 31 December 2015. We have now completed the for high quality and timely delivery required by its integration of CTi with our Medical Translation worldwide clients. Group headcount reached 792 full Division, which included the linguistic validation time equivalents at the year-end (2015: 621), which specialist PharmaQuest, and we now report on it as includes the 143 CTi employees who joined the part of our combined life sciences activities. We were Group upon acquisition.