For immediate release 15 June CareTech Holdings PLC ("CareTech" or the "Company") Interim Results for the six months ended 31 March 2016

Transcription

1 For immediate release 15 June 2016 CareTech Holdings PLC ("CareTech" or the "Company") Interim Results for the six months 31 March 2016 CareTech Holdings PLC (AIM: CTH), a pioneering provider of specialist social care services in the UK, is pleased to announce its interim results for the six months 31 March Financial Highlights Revenue increased by 16.6% to 70.8m (H12015: 60.7m) Underlying EBITDA (i) increased by 16.5% to 16.9m (H12015: 14.5m) Underlying profit before tax (ii) increased by 22.3% to 11.5m (H12015: 9.4m) Underlying diluted earnings per share (ii) increased by 5% to 14.75p (H12015: 14.05p) Strong operating cash inflow before nonunderlying items of 15.6m (H12015: 12.9m) with net debt of 156.4m at 31 March 2016 (31 March 2015: 147.2m) (iii) Interim dividend increased by 7.1% to 3.00p (2015: 2.80p) per share Net assets have grown by 7.7% to 140.9m (H12015: 130.8m) EBITDA (iii) increased by 54% to 20.3m (H12015: 13.2m) Cash inflows from operating activities were 13.8m (H12015: 11.5m) Strategic Highlights Ground rent transaction raised 29m for investment Acquisition of ROC North West in December 2015 Acquisition of Oakleaf in March 2016 Overall capacity increased since the year end by 176 places 8.3% to 2,292 (FY2015: 2,116) (i) Underlying EBITDA is operating profit stated before depreciation, sharebased payments charge and nonunderlying items (explained in note 3). (ii) Underlying profit before tax and underlying diluted earnings per share are stated before nonunderlying items (explained in note 3). (iii) Net debt is as defined by the Group s banking facilities and comprises Cash and cash equivalents net of Loans and borrowings (iv) EBITDA is operating profit stated before depreciation, sharebased payments charge and amortisation of intangible assets. Commenting on the results, Farouq Sheikh, Executive Chairman of CareTech, said: We are delighted to report a strong performance for the first half of 2016 delivering year on year growth in Revenue, Underlying EBITDA, Profit before Tax and EPS. Having raised 29m net from the ground rent transaction in February, the Group purchased Oakleaf in March and has a number of consolidation opportunities under consideration. In addition it has a strong pipeline of organic additional beds in reconfigured services and in new services. This will lead to a growth in capacity and revenues which will generate additional EBITDA and cash so the Group can achieve its target of double digit growth in underlying diluted earnings per share. The continued provision of firstclass social care which represents good value and is focused on successful client outcomes will remain the main market driver for CareTech s continuing growth.

2 For further information, please contact: CareTech Holdings PLC Farouq Sheikh, Executive Chairman Michael Hill, Group Finance Director Buchanan (PR Adviser) Mark Court Sophie Cowles Stephanie Watson Panmure Gordon (Nomad and Joint Broker) Fred Walsh Peter Steel Charles LeighPemberton WH Ireland (Joint Broker) Adrian Hadden James Bavister About CareTech CareTech Holdings plc is a leading provider of specialist social care services, supporting adults and children with a wide range of complex needs in more than 250 specialist services around the UK. Committed to the highest standards of care and care governance, CareTech provides its innovative care pathways through five divisions covering adult learning disabilities, mental health, young people residential services, foster care and learning services which come under the two outcomebased sectors of Adult Services and Young People Services. CareTech, which was founded in 1993, began trading on the AIM market of the London Stock Exchange in October 2005 under the ticker symbol CTH. Its property portfolio comprises more than 190 properties. For further information please visit:

3 Chairman s Statement A solid platform to continue to deliver strong growth both organically and by acquisitions I am pleased to report a solid performance in the six months 31 March CareTech has delivered an impressive performance increasing Revenue, underlying EBITDA, and Profit before Tax compared with the comparable period in This further demonstrates the benefits of the Board s strategy over recent years where it has actively sought to: Create complementary care pathways focused on outcomes for service users Reconfigure existing property portfolio to meet market demand Invest in people and I.T. systems Strengthen the Balance Sheet through a combination of Share Placement, improved Banking facilities and the Ground rent transaction Accelerate organic growth and bolton acquisitions The growth going forward is underpinned by the strong foundation that we have built over the past few years. We continue to extend both our geographic coverage and our outcome based care pathway range of services organically and through the purchase and sale of properties to meet the needs of our marketplace, specifically the requirement for greater acuity service provision. This ensures that CareTech is in a very strong position to address the demands of our evolving marketplace and the Board remains confident of the Group s performance for the remainder of the year. Following the recent fund raise through the ground rent transaction and the work to further strengthen the management team, the Group is ideally placed to make further bolton acquisitions to our existing care pathways in a market that remains very fragmented and to give greater geographical spread. We are also currently making good progress on a number of organic projects adding beds in reconfigured services and in new services where we have acquired properties in the North West, Yorkshire and Scotland. Our current initiatives and acquisition strategy give the Group the ability to achieve double digit growth in underlying diluted earnings per share going forwards. Results Group revenue in the half year has grown by 16.6% to 70.8m (H12015: 60.7m) has delivered an underlying EBITDA (i) of 16.9m (H12015: 14.5m), representing growth of 16.6%. Without the effect of reconfigurations and acquisitions Group Revenue and EBITDA would have grown on a like for like basis by 5.9% and 8.1% respectively; this constitutes an investment for the future and allows the Group to meet Commissioner demands whilst expanding our care pathways and geography. The underlying EBITDA (i) margin was maintained at 23.8% (H12015: 23.8%) despite having further invested in the management team and the change of mix in margins for some of the acquired businesses. Underlying margins continue to improve through reconfigurations and operational efficiencies and have grown from 20.9% in HI2013 and 22.6% in H Underlying profit before tax (ii) increased by 22.3% to 11.5m (H12015: 9.4m) and underlying diluted earnings per share (ii) was 14.75p (2015: 14.05p) This increase of 5.0% is due to the growth in underlying earnings arising from the improved EBITDA and lower financial expenses partially offset by an increase in the number of shares issued in March 2015 as a result of the placing. During this period, we also maintained our strategic focus towards taking the Group s operational platform forward to the next stage of development in what is a growing market. As a consequence, we have further invested in our property estate, our systems and operating structure in order to provide the appropriate quality and resource to drive medium term growth organically, investing 6.1m in the period (H12015: 3.6m). Additionally, following our analysis in the past two years of demand trends, new services and new properties are being developed including a school and homes in Scotland, and further homes in North West England and Yorkshire. Homes are being reconfigured to meet new demand and service requirements of Care Commissioners in the West Midlands and South East England and these are planned to be completed in the coming months. The Board continues with its strategy to make acquisitions after two bolton acquisitions were made to enhance the geographic spread of services and improve the Care Pathways in the half year with Childrens residential and education services acquired in North West England and Adult Acquired Brain Injury Services acquired in Northamptonshire. The Group announced a ground rent agreement with the funds managed by Alpha Real Capital LLP ( Alpha ) at a net yield of 3.4% and it released 29m net for reinvestment in growth opportunities whilst maintaining a virtual freehold interest in the properties which are located mainly in the South East and represent less than a quarter of the Company s freehold portfolio.

4 A key feature of this business is its strong cash generation. Operating cash inflow before nonunderlying items of 15.6m represents a 92% cash conversion of underlying EBITDA(i), which demonstrates the continued strong quality of our earnings. As a result of this and the focus on organic growth as well as the ground rent monies and acquisitions, net debt as defined by the Group s bank facilities was 156.4m at 31 March This was 2.1m lower than the year end position at 30 September 2015 of 158.5m. Net Assets have increased by 10.1m in the half year to 31 March 2016 which is an increase of 7.7% compared to March In the trading update issued on 22 April 2016, CareTech announced that, whilst fee rate negotiations with Local Authorities were at an early stage, the Board believed based on feedback received that a positive position would again be achieved. Since then negotiations have progressed well and the final outcome still remains more positive than recent years. Dividend Our policy continues to be to increase the dividend broadly in line with the movement in underlying diluted earnings per share. Given the consistent earnings growth and cash generation the Board is therefore declaring an interim dividend of 3.00p (H12015: 2.80p) per share, to be paid on 25 November 2016 to shareholders on the Register of Members on 27 October 2016 with an associated record date of 28 October The full year dividend will be reviewed at the year end. Service user capacity and occupancy During the half year there was a total net increase of 176 residential and fostering places. There were 32 additional beds in reconfigured services and new services have been brought into capacity. These generate a higher contribution than the beds preconfiguration and are part of an ongoing strategy to enhance margins. The Group s net capacity at the half year was 2,292 places (2,116 places as at 30 September 2015). Once the services have been reconfigured, we expect them to contribute a higher profit margin than previously. There is an additional residential capacity with ROC of 41 places and with Oakleaf of 102 places in the half year. During the period, there was a net increase of 1 in capacity within fostering, reflecting an increase in the numbers on our register of carers who were able to foster children currently. Occupancy levels in the mature estate have remained at 93% and the bl occupancy is at approximately 86%, which is unchanged from 30 September Acquisitions and ground rent transaction On 1 December 2015, CareTech announced that it had acquired the entire issued share capital of ROC North West Limited and all of the children's residential properties from which it operates ("ROC"). ROC is a North West based provider of residential care and education services for young people with complex needs. The total consideration for ROC is up to m, comprising a net initial cash payment of 8.725m and an earnout of up to 2.7m. ROC provides residential care and education for challenging and vulnerable young people with complex needs. It has established a model of therapeutic care and education which has generated a history of high regulatory grades across its services over the past few years. The acquisition of ROC was financed from the existing resources of the Group and utilised the remainder of the net proceeds from the Group s Share Placement in March ROC has also been immediately earnings enhancing. ROC currently has a capacity of 41 residential places in 7 residential homes in Lancashire and 25 education places in its school in Preston. On 19 February 2016, CareTech announced that it had raised 29m net in cash from a ground rent transaction. As part of the transaction the property portfolio valuation was updated, which, post transaction, then stood at 282m. A number of organic growth projects and potential bolton acquisitions have been identified and the intention is that the proceeds will be deployed within approximately 12 months. On 15 March 2016, CareTech announced that it had acquired the entire issued share capital of Oakleaf Care (Hartwell) Limited and all of the residential properties from which it operates ( Oakleaf ). The total consideration for Oakleaf is 20.3m in cash, comprising an initial payment of 18.3m (including 11.4m for the properties) and an earnout of 2.0m. Oakleaf is a Northampton based specialist in the care and rehabilitation of men with acquired brain injury. It operates across nine freehold sites with 102 residential beds and includes a new purpose built facility comprising 22 beds, which opened in March this year. At 31 March 2016 the new facility had already filled six beds with both internal transfers and new service users, with two further admissions. Oakleaf has also been immediately earnings enhancing.

5 Operating review The Group now continues to realise the benefit of organisational improvements that were put in place over the past few years. In the half year, we have continued to strengthen the management structure and improve the efficiency of our processes following further investment in new systems which will continue through the second half of the year. Our recent appointments have put us in a strong position to benefit from a number of commissioning opportunities by working in partnership with the NHS and Local Authorities especially in light of Joint Commissioning currently being developed. The Time and Attendance system had been implemented across residential services before the half year provides margin improvements at homes level and it further progresses our back office centralisation. A summary outline of each of our divisions and sectors are as follows: For the time being we continue to report the five operating divisions with their individual statistics and we report Adult Services which is the total of Adult Learning Disabilities and Mental Health, and Young People Services which is the total of Young People Residential, Fostering and Learning Services. Adult Services The Adult Services capacity is 1,743 with Revenue growing by 3.2% to 42.1m (H12015: 40.8m) and EBITDA by 8.7% to 12.4m (H12015: 11.4m). The sector s margin has improved to 29.5% (HI %) as a result of the reconfiguration investment and systems investment. Adult Learning Disabilities with a client capacity at 31 March 2016 of 1,527 places and first half revenue of 38.7m, this division represents just under 55% of the Group s activities. We continue to offer a flexible, personcentred approach with support being offered on an individual planned basis. Demand remains high for the support of people with learning disabilities and we recognise an increasing complexity of need for referrals to our specialist services. We have identified a small number of additional learning disability residential services to reconfigure into services that provide a greater level of acuity and these are being developed. The focus on quality continues with the Care Quality Commission new ratings for the Group s services being rated better than the national averages. Mental Health our care pathway for mental health includes a small community based open hospital, residential care homes, independent supported living and community outreach. We also include certain specialised services in this portfolio and Oakleaf with its care and rehabilitation of men with acquired brain injury is included in this Division. At 31 March 2016 the division had a capacity of 216 places and generated revenue of 3.4m in the first half of our financial year up 3% on March 2015 principally due to services reconfigured and support discharge into the community, enabling the Commissioners to work more efficiently and providing a route back to community life for people who have suffered a debilitating mental illness or injury. Young People Services The Young People Services capacity is 549 with Revenues growing by 43.9% to 28.7m (H12015: 20.0m) and EBITDA by 30.4% to 7.5m (H12015: 5.7m). The underlying focus of providing a complete care pathway for Young People is now coming through with much more strength and the sector also reflects the acquisition of Spark of Genius in July 2015 and ROC. Young People Residential Services providing care, support and education to young people with complex behavioural problems, physical impairments, learning disabilities and emotional behavioural disorders ( EBD ). This division generated revenue of 17.7m and had a capacity at 31 March 2016 of 247 places. We operate services that cater for local needs but also manage certain highly specialised services that have a national catchment. Since 2012 the Group gained a foothold in Scotland and this is now being further ext through the acquisition of Spark of Genius and with the opening of additional services in Fife and Paisley. The division focuses increasingly on those children with the most complex needs and those who require our sophisticated clinical input. Foster Care with a capacity of 302 children we have established ourselves as one of the largest independent fostering agencies in England and Wales. The division had turnover of 5.2m in the six months to 31 March We have observed a significantly increased demand for foster care for children who might otherwise have entered the residential care system. Foster care represents much better value for commissioners but the complexity of children being referred will often make the matching process quite complex, favouring larger agencies like CareTech with a greater range of well supported foster carers. Learning Services Revenue to 31 March 2016 was 5.8m in the first half of the financial year and includes Dawn Hodge Associates (DHA) acquired in July DHA has just had an Ofsted outcome of outstanding as an independent learning provider. The Group has expanded the new CareTech Aspire Programme in this half year; it will

6 ensure that all of CareTech s care staff receive all mandatory and statutory training to the highest standard whilst also being offered the opportunity to complete a Level 2 or Level 3 apprenticeship which has been carefully tailored to suit individual roles. The Aspire programme aims to empower every member of staff to deliver high quality, personalised care and ensure there is a development pathway available to all. From November 2014, all newly hired support workers have been offered an apprenticeship as part of their induction to CareTech. To date 57 CareTech care staff have completed their apprenticeship programme and 564 are still undergoing their apprenticeship. There are also 72 CareTech managers on the Level 5 Health and Social Care Diploma which is offered, provided and supported by EQL. This programme is one of a number of initiatives being taken on staff development and retention. There is also good progress on PreEmployment Training Courses for Young People which are being introduced into some of our Young People Residential Services. Strategy The specialist social care market continues to benefit from strong demographic trends and higher acuity levels across the UK. Local Authorities are faced with increasing demands and financial pressures that have led to a greater focus on value for money. CareTech s experience has been that service commissioners recognise that the most complex people require continuing support which focuses on outcome based care pathways. For those able to transition we provide clear outcome based pathways from residential care, principally into various forms of supported housing or foster care for children, while residential options continue to be in demand for those with the greatest need. However, we anticipate further shifts toward more sophisticated supported living packages linked to new personalised payment methodologies. Our diversification policy means that we are now offering the full spectrum of social care services with the exception of traditional elderly care. We believe that our strategic position is now very strong, backed by an effective organisational structure, first class quality control and developing clinical infrastructure. In the medium term we are focusing on organic growth that builds on our successful base position. However, we will undertake further strategic acquisitions that meet our key criteria by offering new expertise, geographical presence or consolidation opportunities. People There have been no changes to the Board, the Remuneration Committee, Care Governance and Safeguarding Committee or the Audit Committee in the half year. In March 2016 the Group granted options to over 200 staff in a Sharesave Scheme which is exercisable in 3 years time with the intention to launch a further Sharesave Scheme within the next 12 months. As a foundation for growth the Senior Executive Team at CareTech is being further strengthened to take forward the exciting developments of the last year. Outlook and prospects The continued provision of firstclass social care which represents good value and is focused on successful client outcomes will remain the main market driver for CareTech s continuing growth. The strategy of taking the Group from a single division to now supporting five complementary divisions has given the Group a strong foundation with a proven track record. With a strengthened management team and having raised 29m net from the ground rent transaction in February, the Group has a number of consolidation opportunities and property projects which are currently being worked on. This will lead to a growth in capacity and revenues which will generate additional EBITDA and cash to continue organic and infrastructure improvements so the Group can achieve its target of double digit growth in underlying diluted earnings per share. CareTech will continue to work in partnership with Local Authorities to deliver innovative services focused on delivering positive outcomes for individuals. Farouq Sheikh Chairman 16 June 2016 (i) Underlying EBITDA is operating profit before depreciation, sharebased payments charge and non underlying items (explained in note 3); (ii) Underlying profit before tax and underlying diluted earnings per share are stated before non underlying items (explained in note 3).

7 Condensed Consolidated Statement of Comprehensive Income for the six months 31 March 2016 Year Before non Before non Before non underlying Total underlying Total underlying Total items(i) unaudited items(i) unaudited items(i) audited Note Revenue 70,825 70,825 60,733 60, , ,271 Cost of sales (45,661) (45,661) (38,691) (38,691) (76,571) (76,571) Gross profit 25,164 25,164 22,042 22,042 47,700 47,700 Administrative expenses (10,683) (10,134) (9,111) (12,811) (18,947) (29,885) Operating profit 14,481 15,030 12,931 9,231 28,753 17,815 EBITDA 3 16,850 16,850 14,473 14,473 32,496 32,496 Depreciation (2,344) (2,344) (1,512) (1,512) (3,683) (3,683) Amortisation of intangible assets 3 (2,865) (2,409) (5,231) Sharebased payments charge (25) (25) (30) (30) (60) (60) Profit on sale of fixed assets 3 5,623 Acquisition expenses 3 (1,505) (1,000) Onerous lease provisions 3 (304) Exceptional costs 3 (704) (1,291) (4,403) Operating profit 14,481 15,030 12,931 9,231 28,753 17,815 Financial expenses 4 (3,003) (3,834) (3,526) (5,101) (6,797) (8,418) Profit before tax (ii) 11,478 11,196 9,405 4,130 21,596 9,397 Taxation 5 (2,295) (2,477) (1,924) (974) (3,623) (1,439) Comprehensive income for the period attributable to equity shareholders of the parent 9,183 8,719 7,481 3,156 18,333 7,958 Earnings per Share Basic (ii) p 14.00p 14.05p 5.93p 31.80p 13.80p Diluted (ii) p 14.00p 14.05p 5.93p 31.79p 13.80p (i) Non underlying items are explained in note 3. (ii) The movement in Profit before tax and Earnings per share relates to noncash revaluation movements of derivative financial instruments associated with the Group s interest rate swaps.

8 Condensed Consolidated Statement of Changes in Equity at 31 March 2016 Year Balance at start of period 133, , ,159 Total comprehensive income 8,719 3,156 7,958 Transactions with owners recorded directly in equity: Issue of ordinary shares Reduction in shares held 214 (43) 19,797 20, Equity settled sharebased payments charge Dividends (1,739) (1,350) (4,153) Balance at end of period 140, , ,699

9 Condensed Consolidated Balance Sheet at 31 March March March September 2015 Noncurrent assets Property, plant and equipment 263, , ,552 Other intangible assets 44,628 29,590 34,251 Goodwill 43,049 36,037 38, , , ,454 Current assets Inventories Trade and other receivables 14,736 8,330 12,981 Cash and cash equivalents 4,103 2,000 3,702 19,401 10,845 17,198 Total assets 370, , ,652 Current liabilities Loans and borrowings 1,646 12,637 1,927 Trade and other payables Deferred and contingent consideration payable 18,742 3,925 13,027 16,920 1,500 Ground rent liabilities arising under IAS17 59 Deferred income 2,114 1,771 2,142 Corporate Tax 9,512 8,556 8,306 Derivative financial instruments Onerous lease provision 32 36,423 36,982 31,357 Noncurrent liabilities Loans and borrowings 158, , ,303 Deferred and contingent consideration payable 2,025 Ground rent liabilities arising under IAS17 7,359 Deferred tax liabilities Derivative financial instruments 24, ,911 21, , , ,596 Total liabilities 229, , ,953 Net assets 140, , ,699 Equity attributable to equity shareholders of the parent Share capital Share premium 81,664 76,967 76,985 Shares held by Employee Benefit Trust (6,072) (1,890) (1,280) Merger reserve 9,022 8,498 8,748 Retained earnings 55,940 46,907 48,935 Total equity attributable to equity shareholders of the parent 140, , ,699

10 Consolidated Cash Flow Statement for the six months 31 March 2016 Year Cash flows from operating activities Profit before tax 11,196 4,130 9,397 Financial expenses 3,834 5,101 8,418 Onerous lease provision charge 304 Depreciation 2,344 1,512 3,683 Amortisation of intangible assets 2,865 2,409 5,231 Sharebased payments charge Acquisition transaction costs 1,505 1,000 Exceptional costs 704 1,290 4,403 (Profit) on disposal of property, plant and equipment (5,623) (138) (134) Operating cash flows before movement in working capital and non underlying items 16,850 14,334 32,362 (Increase) in trade and other receivables (Decrease)/Increase in trade and other payables (342) (863) (414) (1,013) (3,669) 1,985 Operating cash flows before nonunderlying items 15,645 12,907 30,678 Exceptional costs paid Payments under onerous contracts (709) (1,021) (388) (1,604) (725) Cash inflows from operating activities 14,936 11,498 28,349 Tax paid (1,087) (143) (1,339) Net cash from operating activities 13,849 11,355 27,010 Cash flows from investing activities Proceeds from sale of property, plant and equipment 29, ,051 Payments for business combinations net of cash acquired (27,603) (6,591) Acquisition of intangible items (1,348) (1,173) (3,893) Acquisition of property, plant and equipment (4,766) (2,416) (5,976) Payment of acquisition and ground rent transaction costs (2,303) (1,182) Net cash used in investing activities (6,294) (2,945) (16,591) Cash flows from financing activities Proceeds arising from the issue of share capital (net of costs) 75 19,824 19,815 Proceeds from new loan (net of costs) 27, ,525 Interest paid (3,311) (3,641) (6,694) Cash outflow arising from derivative financial instruments Bank fees on refinancing (321) (443) (177) (675) (1,169) Repayment of borrowings (28,377) (24,072) (173,556) Payment of finance lease liabilities (988) (894) (2,710) Dividends paid (1,739) (1,350) (4,153) Net cash used in financing activities (7,154) (10,310) (10,617) Net change in cash and cash equivalents 401 (1,900) (198) Cash and cash equivalents at start of the period 3,702 3,900 3,900 Cash and cash equivalents at end of the period 4,103 2,000 3,702 Net debt as defined by the Group s banking facilities comprises: Cash and cash equivalents 4,103 2,000 3,702 Bank loans and borrowings (160,488) (149,238) (162,230) Net debt at end of the period (156,385) (147,238) (158,528)

11 Notes 1. Accounting policies This interim report has been prepared on the basis of the accounting policies expected to be adopted for the year ending 30 September These are anticipated to be in accordance with the Group s accounting policies as set out in the latest annual financial statements for the year 30 September All International Financial Reporting Standards ("IFRS"), International Accounting Standards ("IAS" ) and interpretations currently endorsed by the International Accounting Standards Board ("IASB") and its committees as adopted by the EU and as required to be adopted by AIMlisted companies have been applied. AIMlisted companies are not required to comply with IAS 34 Interim Financial Reporting and accordingly the Company has taken advantage of this exemption. The financial information in this interim report does not constitute statutory accounts for the six months 31 March 2016 and should be read in conjunction with the Group s annual financial statements for the year 30 September Financial information for the year 30 September 2015 has been derived from the consolidated audited accounts for that period which were unqualified. The condensed consolidated interim financial statements for the six months to 31 March 2016 have not been audited or reviewed by auditors pursuant to the Auditing Practices Board guidance on Review of Interim Financial Information. This unaudited interim report was approved by the Board on 13 June Segmental information IFRS 8 requires operating segments to be determined based on the Group s internal reporting to the Chief Operating Decision Maker ("CODM"). The CODM has been determined to be the Chief Executive Officer as he is primarily responsible for the allocation of resources to segments and the assessment of the performance of each of the segments. The CODM uses underlying EBITDA as reviewed at monthly Executive Committee meetings as the key measure of the segments results as it reflects the segments underlying trading performance for the period under evaluation. Underlying EBITDA is a consistent measure within the Group. Intersegment turnover between the operating segments is not material. The Group has five segments. Our two key segments are Adult Services (Adult) and Children Services (Children). Adult Services comprises the Adult Learning Disabilities (ALD) and Mental Health (MH) divisions and the Children Services comprises Young People Residential Services (YPR), Foster Care (FC) and Learning Services (Learning).

12 2. Segmental information continued The segmental results for the six months 31 March 2016, six months 31 March 2015 and year 30 September 2015 and the reconciliation of the segment measures to the respective statutory items included in the consolidated financial information are as follows: 31 March 2016 Continuing Operations ALD MH Adults YPR FC Learning Children Total Client Capacity 1, , ,292 Revenue ( 000) 38,695 3,385 42,080 17,705 5,211 5,829 28,745 70,825 EBITDA ( 000) 11,315 1,090 12,405 5,617 1, ,481 19, March 2015 Continuing Operations ALD MH Adults YPR FC Learning Children Total Client Capacity 1, , ,052 Revenue ( 000) 37,477 3,286 40,763 10,135 5,321 4,514 19,970 60,733 EBITDA ( 000) 10,387 1,028 11,415 3,998 1, ,738 17,153 Year 30 September 2015 Continuing Operations ALD MH Adults YPR FC Learning Children Total Client Capacity 1, , ,116 Revenue ( 000) 75,704 6,436 82,140 22,364 9,761 10,006 42, ,271 EBITDA ( 000) 24,460 1,890 26,350 8,230 2, ,618 37,968 Reconciliation of EBITDA to profit after tax; Year Underlying EBITDA before unallocated costs 19,886 17,153 37,968 Unallocated costs (3,036) (2,680) (5,472) Underlying EBITDA 16,850 14,473 32,496 Depreciation (2,344) (1,512) (3,683) Amortisation (2,865) (2,409) (5,231) Sharebased payments charge (25) (30) (60) Non underlying items 3,414 (1,291) (5,707) Operating profit 15,030 9,231 17,815 Financial expenses (3,834) (5,101) (8,418) Profit before tax 11,196 4,130 9,397 Taxation (2,477) (974) (1,439) Profit after tax 8,719 3,156 7,958 All operations of the Group are carried out in the UK, the Company s country of domicile. All revenues therefore arise within the UK and all noncurrent assets are likewise located in the UK. No single external customer amounts to 10% or more of the Group s revenues. No asset and liability information is presented opposite as this information is not allocated to operating segments in the regular reporting to the group s Chief Operating Decision Maker and are not measures used by the CODM to assess performance and to make resource allocation decisions.

13 3. Nonunderlying items Non underlying items are those items of financial performance which, in the opinion of the Directors, should be disclosed separately in order to improve the readers understanding of the trading performance of the Group. Non underlying items comprise the following: Year Note Acquisition expenses (i) 1,505 1,000 Exceptional costs (ii) 704 1,291 4,403 Onerous lease provision Profit on sale of fixed assets (5,623) 304 Amortisation of intangible assets 2,865 2,409 5,231 Included in administrative expenses (549) 3,700 10,938 Revaluation movements relating to derivative financial instruments (iii) 488 1, Charges relating to derivative financial instruments (iii) Included in financial expenses 831 1,575 1,621 Tax effect: Current tax (iv) (211) (265) (1,320) Deferred tax (v) 393 (685) (864) Included in taxation 182 (950) (2,184) Total non underlying items 464 4,325 (10,375) (i) In accordance with IFRS 3 (as revised) items associated with business combinations have been taken to the income statement as incurred. (ii) The Group incurred a number of costs relating to the integration of recent acquisitions and reorganisation of the internal operating and management structure. (iii) Non underlying items relating to derivative financial instruments include the movements during the year in the fair value of the Group s interest rate swaps which are not designated as hedging instruments and therefore do not qualify for hedge accounting, together with the quarterly cash settlements and accrual thereof. (iv) Represents the current tax on items (ii) and (iii) above. (v) Deferred tax arises in respect of the following: Year Derivative financial instruments (note iv) Roll over relief arising from property disposals (1,124) Other adjustments Total (393)

14 4. Financial expenses Year On bank loans and overdrafts 2,876 3,415 6,523 Finance charges in respect of finance leases Financial expenses before adjustments 3,003 3,526 6,797 Amounts relating to derivative financial instruments (note 3) 831 1,575 1,621 Total financial expenses 3,834 5,101 8, Taxation Year Current tax expense Current period 2,300 1,930 3,837 Non underlying items (note 3) (211) (265) (1,320) Total current tax 2,089 1,665 2,517 Deferred tax expense Current period (5) (6) (214) Deferred tax on nonunderlying items (note 3) 393 (685) (864) Total deferred tax 388 (691) (1,078) Total tax in the consolidated statement of comprehensive 2, ,439 income Effective tax rate on profit before tax (before non underlying items) 20% 20.5% 16.5%.

15 6. Earnings per share Year 31 March March September 2015 Profit attributable to ordinary shareholders 8,719 3,156 7,958 Nonunderlying items (note 3) 464 4,325 10,375 Profit attributable to ordinary shareholders before underlying items 9,183 7,481 18,333 Weighted number of shares in issue for basic earnings per share 62,261,789 53,225,283 57,653,019 Effects of share options in issue 16,877 17,804 Weighted number of shares in issue for diluted earnings per share 62,261,789 53,242,160 57,670,823 Diluted earnings per share is the basic earnings per share adjusted for the dilutive effect of the conversion into fully paid shares of the weighted average number of share options outstanding during the period. Earnings per share (pence per share) Basic 14.00p 5.93p 13.80p Diluted 14.00p 5.93p 13.80p Earnings per share before nonunderlying items (pence per share) Basic 14.75p 14.05p 31.80p Diluted 14.75p 14.05p 31.79p The movement in Profit before tax and Earnings per share relates to noncash revaluation movements of derivative financial instruments associated with the Group s interest rate swaps. 7. Acquisitions The Group made two acquisitions in the period which are presented as business combinations. The following table of fair values summarises the acquisitions made during the period: Book values 000 Fair value adjustment ,673 2,373 Total ,894 18, Intangible assets Property, plant and equipment ,710 Other fixed assets 655 Inventories 47 Trade and other receivables 2,579 (750) 1,829 Cash Trade and other payables (735) (321) (1,056) Corporation tax (201) (201) Deferred income (178) (210) (388) Deferred tax (124) (2,809) (2,933) Net assets on acquisition 28,863 Consideration paid 28,536 Shares 275 Deferred and contingent consideration 4,450 Total consideration 33,261 Goodwill arising on business combinations 4,398 Reconciliation to Group Cash Flow is as follows: 000 Cash consideration paid 28,536 Cash acquired (933) Per cash flow statement 27,603