Animalcare Group
plc
("Animalcare", the "Company"
or the "Group")
Preliminary Unaudited
Results for the year ended 31 December 2023 and Chair
Succession
9 April 2024.
Animalcare Group plc (AIM: ANCR), the
international animal health business, announces its preliminary
unaudited results for the year ended 31 December 2023.
Financial
Highlights
-
Revenues up 3.8% to £74.4m (2022: £71.6m) reflecting improved
performance in the second half, with sales growth across all three
product categories
-
Gross margins improved by 1.5% to 58.3% as the Group continues to
benefit from focus on larger-selling, more profitable brands
-
Underlying* EBITDA grew by 1.5% to £13.3m as the Group continues to
invest in developing the skills and talent base, alongside new
product development
-
Reported profit before tax was £3.5m (2022: £2.5m)
-
Underlying earnings per share of 10.9p, primarily reflecting a
significant increase in the underlying effective tax rate; reported
basic earnings per share of 2.0 pence (2022: 3.3 pence per
share)
-
Benefiting from improved cash conversion, net debt was £1.2m at
year end (2022: £5.4m), further extending the Group's capacity and
flexibility to invest in growth opportunities
-
Board proposes an increased final dividend of 3.0 pence per share,
giving a full year dividend of 5.0 pence per share (2022: 4.4 pence
per share)
-
Following the post year end disposal of Identicare, the Group's net
cash position was around £27.0m at 28 February 2024
Strategic and Operational
Highlights
-
Plaqtiv+ dental range continued to respond positively to sales and
marketing activities across markets
-
Daxocox recorded double-digit growth across direct sales
territories
-
Return of Danilon to the Group's sales and marketing control
contributes to increased revenues
-
The Group's operational capability has been reinforced by the
organisational changes and investments in people
-
Early-stage VHH antibody collaboration and licensing programme with
Orthros Medical continues to advance and has been extended to cover
equine conditions
-
Majority stake in Identicare Ltd sold post year end for £24.9m
Chair
Succession
-
Senior Independent Director, Ed Torr to assume role of
Non-Executive Chair at the conclusion of the AGM on 20 June 2024
following Jan Boone's decision to stand down from the Board post
year end. Ed brings extensive knowledge of the Company and the
veterinary pharmaceutical industry to the position
* Alternative Performance
Measures (APMs) are reconciled to reported results in the Chief
Financial Officer's review and within the notes to the unaudited
consolidated financial statements.
Chief Executive Officer,
Jenny Winter said: "A positive
trading performance across our direct sales territories and market
segments puts Animalcare in a strong position to deliver on our
long-term strategic growth objectives.
"The Group's continued
focus on larger-selling, more profitable brands in our portfolio
contributed to growing revenues, expanding gross margins and
improving cash generation over the period. Our strong financial
platform received a material boost in February 2024 with the
disposal of Identicare Ltd, a transaction which crystallised the
value of a non-core asset, allowing us to focus on our animal
health pharmaceuticals business. The Group is better placed than
ever to pursue organic and inorganic growth opportunities that can
accelerate future growth and increase the value that the Group
creates over the medium to long-term.
"Operationally, we
continued to invest in our people with particular attention on
sales and marketing and business development capabilities, enabling
us to identify opportunities and successfully bring them to our
customers.
"I'd like to take this
opportunity to thank Jan Boone for his support and wise counsel as
Chair of the Animalcare Board. Jan's contribution to the Group's
growth strategy has been vital and I am looking forward to building
an equally positive partnership with Ed Torr when he takes on the
role of Chair after our Annual General Meeting."
Analyst
webcast
A
briefing for analysts will be held at 10:30 BST on 9 April 2024 via
Zoom webcast. Analysts wishing to join should use the following
link to register and receive access details.
https://stifel.zoom.us/webinar/register/WN_3SW_YDRqRqGinXhQcTolng
A copy of
the analyst presentation will be made available on the Group
website shortly after the webcast.
This announcement contains
inside information for the purposes of Article 7 of Regulation (EU)
No 596/2014.
About
Animalcare
Animalcare Group plc is a UK AIM-listed international
veterinary sales and marketing organisation. Animalcare operates in
seven countries and exports to approximately 40 countries in Europe
and worldwide. The Group is focused on bringing new and innovative
products to market through its own development pipeline,
partnerships and via acquisition.
For more
information about Animalcare, please visit www.animalcaregroup.com
or contact:
Animalcare Group
plc
Jenny
Winter, Chief Executive Officer
Chris
Brewster, Chief Financial Officer
Media/investor relations
|
+44
(0)1904 487 687
communications@animalcaregroup.com
|
Stifel Nicolaus Europe
Limited
(Nominated Adviser & Joint Broker)
Ben
Maddison
Nick
Adams
Nicholas
Harland
Francis
North
|
+44 (0)20
7710 7600
|
Panmure
Gordon
(Joint
Broker)
Corporate
Finance
Freddy
Crossley/Emma Earl
Corporate
Broking
Rupert
Dearden
|
+44 (0)20
7886 2500
|
Chair's
Statement
Animalcare Group performed strongly over the course of 2023
with a return to revenue growth, increased gross margins and a
healthy balance sheet as we maintain focus on execution of our
long-term growth strategy.
The
animal health markets in which we operate continued to demonstrate
their resilience and attractive fundamentals despite a
normalisation in rates of demand and the effect of inflationary
pressures. Total revenues increased by around 3.8% to £74.4m (2.5%
at constant exchange rates).
Helping
to drive this top line growth were recently launched products such
as our Plaqtiv+ oral health range, which is proving popular with
vets and pet owners alike, while Daxocox recorded double-digit
growth across our direct sales operations. Additionally, the return
of equine anti-infective Danilon to the Group's sales and marketing
control also contributed to growth, as did the Identicare pet
microchipping and consumer services business.
Gross
margins expanded by 1.5% to 58.3% supported by our ongoing focus on
the larger-selling, more profitable brands in our portfolio and the
effects of targeted pricing measures to help offset the impact of
inflation during the period. Underlying EBITDA was £13.3m
reflecting investment in our business, chiefly in people-related
overheads.
A cash
conversion rate of approximately 86% supported the ongoing
reduction in debt, arriving at a net cash position of £1.7m at the
year end before accounting for IFRS 16 leases. Symbolically, this
is an important achievement for the Group, but most significantly
it equips us with additional flexibility and financial firepower to
continue pursuit of investment opportunities that can grow our
business.
Our
balance sheet position was further strengthened in February 2024
when we announced the disposal of our majority stake in Identicare
Ltd for a cash consideration of £24.9m. The sale of this non-core
asset represents a significant crystallisation of value for the
Group and its shareholders and validates the decisions taken by the
Company to instil new leadership and with this, a strategic
repositioning of the business to make it attractive to specialist
investors. The disposal of Identicare significantly strengthens the
balance sheet of the Group and enables us to accelerate our organic
and inorganic growth initiatives and deliver long-term value
creation for shareholders. Following the transaction, the Group's
net cash position was around £27.0m.
In 2022
we reached an agreement with Netherlands-based Orthros Medical
covering a licensing and collaboration deal to explore the utility
of VHH antibody technology as an innovative treatment for canine
osteoarthritis. The programme is progressing well and we are
extending the scope of the work to explore the potential benefits
in horses. While these are still early days for the collaboration,
we believe this pipeline project represents an exciting and
emerging area of science with real therapeutic promise.
In 2021
we shared specifics of our commitment to the environmental, social
and governance (ESG) pillars of sustainable development. We believe
that all organisations, large or small, have a duty to operate in a
responsible manner in everything they do. The framework we laid out
two years ago reflects the material needs and interests of our
stakeholders and continues to guide us on our journey at the most
senior levels of our Group as we grow our business.
Despite
the current uncertain macroeconomic environment, we continue to be
optimistic about the prospects of our business. The solid financial
position of the Group, backed by a strong operational capability,
give us the confidence to continue investing in our long-term
growth strategy.
The
Group's resilience, trading strength and solid financial position
supports the Board's decision to propose a final dividend of 3.0
pence per share, increasing the full year dividend per share by
13.6% to 5.0 pence per share.
As you
will have seen, my decision to retire from the Animalcare Board was
announced today. It has been an honour to serve this Company as
chair for the last seven years, but I believe that the time has
come for me to pass the baton. At the conclusion of the 2024 Annual
General Meeting and subject to shareholder approval of his
re-election as a director, my responsibilities as Non-Executive
Chair will transfer to Ed Torr, our Senior Independent
Director.
Ed's
extensive experience of the veterinary pharmaceutical industry
combined with his proven senior leadership capabilities make him an
ideal candidate for the role of Chair as the Group continues to
focus on delivery of our growth strategy. Ed joined the Animalcare
Board in 2017 after an impressive management career that
included 13 years as
Commercial Director on the Board of Dechra Pharmaceuticals plc
where he was responsible for the integration of several major
acquisitions and global licensing and launches of key brands. With
Ed's knowledge of Animalcare and, more widely, of the veterinary
pharmaceutical industry, the Group could not be in better hands as
we continue to focus on delivery of our strategy.
There's
no doubt that our people drive our success. The positive progress
we made in 2023 was delivered through their efforts and it's
important to recognise our colleagues for their hard work and
commitment. I'd also like to thank you, our shareholders, for your
continuing support as we grow our Company by striving for better
animal health.
JAN BOONe
Non-Executive Chair
9 April
2024
Chief Executive Officer's
Review
I'm
pleased to report that 2023 was a positive year on several fronts
for Animalcare. Over the 12-month period we delivered increased
sales and gross margins across our operations while making progress
against our strategic objectives. The Group is now better equipped
than ever to drive growth over the long term, aided by a further
strengthening of our balance sheet and growing organisational
capabilities.
Strong
performance
Group
revenues totalled £74.4m, up 3.8% at actual exchange rates (2.5% at
CER). Among the key contributors to this top-line growth were new
products, notably annualised growth from the recently launched
Plaqtiv+ range, demand for Danilon, our equine anti-inflammatory
that reverted to Animalcare sales and marketing control from the
beginning of 2023, and sales generated by the Identicare
business.
In recent
years we have focused our commercial attention on the
larger-selling, more profitable products in our portfolio. Combined
with carefully targeted pricing measures, this has helped deliver a
1.5% improvement in gross margins over the previous year. That also
contributed to underlying EBITDA of £13.3m, up from £13.1m in the
prior year, as we continue to make SG&A investments, primarily
in the development of our people.
Positive
revenue and margin performance alongside an improved cash
conversation rate of approximately 86% (2022: approximately 77%)
resulted in a strengthening of our balance sheet to end the year in
a net cash position before accounting for IFRS 16 leases of £1.7m.
This milestone for the Company equips us with greater financial
flexibility and firepower to accelerate our strategy including
through the pursuit of organic and inorganic investment
opportunities.
Organic
growth
Much of
our success has been built on the strategic commitment to develop
and nurture brands that offer sustainable revenues with attractive
margins, thereby maximising the value of what we possess and the
opportunities to add to our portfolio.
Our top
selling brands represent an engine of organic growth for
Animalcare. Revenues in 2023 were boosted in no small part by an
enthusiastic customer response to our Plaqtiv+ dental health range,
the first products to result from our STEM joint venture. Daxocox
also continued to make headway in a competitive and innovative
market, achieving a double-digit sales increase across our direct
sales territories.
Each of
our market segments saw revenue growth. Companion Animals was again
the main driver of sales in absolute terms, while Equine benefited
from our decision to return Danilon to the Animalcare fold, a
decision that gives us more control over sales and marketing of
this anti-inflammatory treatment. Production Animals, which remains
an important part of our overall business, was up marginally on the
prior year.
Inorganic
growth
Pursuing
external opportunities to drive sustainable growth is a strategic
priority for the Group. This is reflected in the level of senior
management focus dedicated to the identification and assessment of
value-creating deals. Inorganic opportunities can manifest as
M&A, in-licensing or partnering with the objective of expanding
the make-up and reach of our existing portfolio or adding
innovative new pharmaceutical products to the pipeline.
At all
times Animalcare takes a disciplined approach to acquisitions and
continues to see scope for further expansion with several prospects
in development. We continue to identify plenty of opportunities
giving us the confidence that we can execute attractive external
deals aided by our strong financial platform.
Developing new
products
Innovation is a key driver of growth in our industry. That's
why we are increasing our R&D focus and capability on
investigative drugs that we believe have the potential to change
veterinary practice.
In 2022
we took a significant step to strengthen our novel pipeline in a
pre-clinical collaboration and licensing deal with Orthros Medical,
a Netherlands-based research company specialising in VHH antibody
technology. Initially focused on treatment of osteoarthritic pain
in dogs, we are now extending the investigative programme to
horses. Overall, the project is progressing well and we are excited
about the future potential of this area of medical science. Our
development pipeline also features potentially value-creating
lifecycle projects that aim to expand and extend the reach of
products in our existing portfolio.
Strong
foundations
Our
future is being built on increasingly strong foundations.
Financially, the reduction in our net debt from around £23.0m in
2019 to what was a net cash positive position of £1.7m at the 2023
year end, is a significant achievement and gives us more options as
we continue to seek out value-creating opportunities.
Our
balance sheet improved further in February 2024 with the disposal
of UK-based Identicare Ltd. The sale of our majority stake in the
non-core microchipping and pet owner-focused services company for
£24.9m realised significant value for the Group and our
shareholders. As a result, at the time of the announcement the
Group's net cash position increased to around £27.0m.
I'm
really proud of what we achieved after our decision to carve out
the business under specialist leadership. The disposal was the
logical next step for Animalcare, providing us with significant
additional financial flexibility and resources as we concentrate on
growing our pharmaceutical-centred animal health
business.
The
skills, attitudes and values our people bring to the table are
critical for delivery of our strategy. We have consistently
invested in core skills, particularly in sales and marketing, and
have adjusted our leadership as our marketplace and organisational
needs evolve. Most recently, we have reconfigured the senior
management team with the creation of a Chief Operating Officer to
oversee the Group's pharmaceutical activities supported by a Group
Finance Director. Operationally, I believe we are better placed
than ever to drive future growth; we possess mature capabilities
that match and support our ambitions.
Summary and
outlook
In 2023
we delivered a strong set of results in line with the expectations
of the market. Revenue growth, expanded gross margins and improved
levels of cash conversion were all features of a positive
performance for Animalcare.
Looking
ahead to 2024, we will continue to push for profitable growth and
cash generation in our existing operations as we focus on stepping
up investment, whether inorganic or organic, to build our new
product and R&D pipeline. With our strong balance sheet,
significantly enhanced through the post year end sale of
Identicare, the Group is better equipped than ever to accelerate
growth in the future.
I'd like
to thank our people for driving such a positive performance in 2023
while wishing the Identicare team every success in the exciting
next step in their journey.
Finally,
I would also like to recognise the contribution of Jan Boone who
has decided to stand down as Chair of the Board after seven years
in the role. His support, advice and encouragement have been hugely
valuable in the shaping and pursuit of our long-term growth
strategy. I'm very much looking forward to working more closely
with Jan's successor, Ed Torr, who as Senior Independent Director
on the Board since 2017, has ideal credentials to take on the role
of Non-Executive Chair. Ed's leadership skills have been honed over
many years in the international veterinary pharmaceutical industry,
most notably at Dechra Pharmaceuticals plc where his
responsibilities spanned commercial operations, product
development, manufacturing, licensing and launching of innovative
global brands as well as the integration of key acquisitions into
the business.
JENNY
WINTER
Chief
Executive Officer
9 April
2024
Chief Financial Officer's
Review
Underlying and statutory
results
To
provide comparability across reporting periods, the Group presents
its results on both an underlying and statutory (IFRS) basis. The
Directors believe that presenting our financial results on an
underlying basis, which excludes non-underlying items, offers a
clearer picture of business performance. IFRS results include these
items to provide the statutory results. All figures are reported at
actual exchange rates (AER) unless otherwise stated. Commentary
will include references to constant exchange rates (CER) to
identify the impact of foreign exchange movements. A reconciliation
between underlying and statutory results is provided at the end of
this financial review.
Overview of underlying financial results
|
2023
£'000
|
2022
£'000
|
% Change
at AER
|
Revenue
|
74,351
|
71,616
|
3.8%
|
Gross Profit
|
43,346
|
40,659
|
6.6%
|
Gross Margin %
|
58.3%
|
56.8%
|
1.5%
|
Underlying Operating
Profit
|
9,807
|
9,753
|
0.6%
|
Underlying EBITDA
|
13,327
|
13,131
|
1.5%
|
Underlying EBITDA margin
%
|
17.9%
|
18.3%
|
(0.4%)
|
Underlying Basic EPS
(p)
|
10.9p
|
12.6p
|
(13.5%)
|
Overall
trading activity in 2023 reflected a normalisation in the rates of
demand growth across our markets due to the changing macroeconomic
environment and country-specific dynamics. The Group delivered an
improved financial performance during the second half, returning to
revenue growth in line with market expectations following a more
challenging first half against a tough comparator for the prior
period.
Group
revenues improved to £74.4m (2022: £71.6m), an increase of 3.8% at
AER (2.5% at CER). An analysis by product category is shown in the
table below:
|
2023
£'000
|
2022
£'000
|
% Change
at AER
|
Companion Animals
|
52,214
|
50,217
|
4.0%
|
Production Animals
|
15,790
|
15,674
|
0.7%
|
Equine & other
|
6,347
|
5,725
|
10.9%
|
Total
|
74,351
|
71,616
|
3.8%
|
Revenue
in Companion Animals improved by 4.0% to £52.2m, benefiting from
sales growth generated by new products, which contributed £1.9m
(2022: £2.1m), approximately half driven by Plaqtiv+ following its
successful launch during Q2 2022. Identicare, our UK-based pet
microchipping and consumer-focused services business, continued the
strong momentum from FY 2022, with sales increasing by 34% to
£3.6m. The Group continues to invest in sales and marketing
activities to drive Daxocox uptake in our direct sales markets,
with the expanding prescriber base delivering 16.7% revenue growth
versus the prior year. These positive contributions to revenue
growth were partially offset by competitor dynamics against certain
generic brands, cessation of distribution arrangements and
disruption in supply of certain brands within the UK.
Production Animals revenues, which are chiefly generated by
our Southern European and International Partners operations, were
broadly in line with 2022 at £15.8m. The launch of a third-party
distribution product in Spain, together with growth in a number of
our larger-selling brands, were largely offset by phasing of orders
and generic competition, notably within International
Partners.
Equine
and other revenues were £6.3m, with growth accelerating during the
second half to 10.9%. This was principally driven by bringing
Danilon, one of our largest products, back into the UK business in
the second half of 2022, supported by focused sales and marketing
resource.
The
continuing commercial focus on our larger, higher-margin brands and
services, together with a positive sales mix, are the key drivers
of the 1.5% improvement in our gross margins. While the Group has
been affected by input cost (COGS) and logistic price increases,
the net impact on gross and EBITDA margins during the year has not
been significant as we have taken mitigating pricing actions, where
possible, while maintaining our competitiveness. However, we remain
alert to the accelerating inflationary pressures, notably around
people, impacting our overall cost base as we progress through
2024.
Underlying EBITDA increased to £13.3m (2022: £13.1m), with
EBITDA margins moderating to 17.9%. Underlying overheads, defined
as gross profit less underlying EBITDA, increased during the year
to £30.0m (2022: £27.5m), representing 40.4% of revenue compared to
38.4% in the prior year. People costs remain the largest component
of our SG&A expenses, which increased by £1.5m, of which around
40% is inflation related. We continue to invest in building the
skills and talent base that will drive our business forward and,
during the year, we further aligned internal resources to
accelerate delivery of our key strategic objectives, primarily
sales and marketing excellence and the identification of potential
M&A opportunities and the building of commercial alliances. The
balance of the increase in overheads largely relates to R&D
(Orthros), regulatory, quality, professional fees and IT licensing
expenses.
The
underlying effective tax rate of 26.6% (2022: 16.4%) has
significantly increased versus prior year primarily reflecting the
geographic mix of operating profits, level of non-deductible items
and the prior year one-off impact of the recognition of tax losses
in the UK (a non-cash item). We continue to review and optimise our
tax efficiency due to changes in regional profit mix and the
innovation tax relief environment.
Reflecting the points noted above, underlying basic EPS
decreased to 10.9 pence (2022: 12.6 pence).
Overview of reported
financial results
Reported
Group profit after tax for the year (after accounting for the
non-underlying items shown in the table and discussed below) was
£1.2m (2022: £2.0m), with reported earnings per share at 2.0 pence
(2022: 3.3 pence per share).
|
2023 Underlying
results
£'000
|
Amortisation and impairment of intangibles
£'000
|
Acquisition, restructuring, integration and other
costs
£'000
|
2023 Reported
results
£'000
|
2022
Reported results
£'000
|
Revenue
|
74,351
|
-
|
-
|
74,351
|
71,616
|
Gross profit
|
43,346
|
-
|
-
|
43,346
|
40,659
|
Selling, general &
administrative expenses
|
(31,086)
|
(3,539)
|
(801)
|
(35,426)
|
(32,560)
|
Research & development
expenses
|
(2,455)
|
(646)
|
-
|
(3,101)
|
(3,030)
|
Net other operating
income/(expense)
|
2
|
|
(390)
|
(388)
|
(915)
|
Impairment losses
|
-
|
(22)
|
-
|
(22)
|
(918)
|
Operating profit/(loss)
|
9,807
|
(4,207)
|
(1,191)
|
4,409
|
3,236
|
Net finance expenses
|
(744)
|
-
|
-
|
(744)
|
(642)
|
Share in net loss of joint
venture
|
(142)
|
-
|
-
|
(142)
|
(52)
|
Profit/(loss) before tax
|
8,921
|
(4,207)
|
(1,191)
|
3,523
|
2,542
|
Taxation
|
(2,376)
|
(207)
|
259
|
(2,324)
|
(577)
|
Profit/(loss) for the year
|
6,545
|
(4,414)
|
(932)
|
1,199
|
1,965
|
Basic earnings per share
(p)
|
10.9p
|
-
|
-
|
2.0p
|
3.3p
|
Non-underlying items totalling £5.4m (2022: £6.5m) relating
to profit before tax have been incurred in the year, as set out in
note 4. This principally comprises amortisation and impairment of
acquisition-related intangibles of £4.2m (2022: £5.4m). The current
year charge encompasses amortisation in relation to the reverse
acquisition of Ecuphar NV and previous acquisitions made by Ecuphar
NV of £4.2m. In the prior year, a non-cash impairment charge of
£0.9m was incurred in relation to research and development assets
that formed part of the acquired development pipeline, the
principal driver of which was manufacturing challenges that
impacted resumption of supply at appropriate commercial
returns.
The
balance of the non-underlying charge, totalling £1.2m (2022: £1.2m)
includes share-based payments in respect of Identicare Ltd of £0.8m
and costs relating to M&A and business development activities,
including the disposal of Identicare post year end.
Dividends
An
interim dividend of 2.0 pence per share was paid in November
2023.
The Board
is proposing a final dividend of 3.0 pence per share (2022: 2.4
pence per share). Subject to shareholder approval at the Annual
General Meeting to be held on 20 June 2024, the final dividend will
be paid on 19 July 2024 to shareholders whose names are on the
Register of Members at close of business on Friday 21 June 2024.
The ordinary shares will become ex-dividend on Thursday 20 June
2024. The deadline for the Dividend Re-Investment Programme (DRIP)
election is Friday 28 June 2024.
The Board
continues to closely monitor the dividend policy, recognising the
Group's need for higher investment in organic and inorganic growth
while maintaining dividend flow to deliver overall value to our
shareholders.
Cash flow and net
debt
The Group
continues to generate strong cash flows, which we seek to reinvest
into accelerating the strategy and delivering further value
creation for shareholders.
Improved
cash generation, ahead of the rate delivered in 2022, has further
strengthened our balance sheet and with it our financial
flexibility. The Group ended the financial year in a net cash
position, pre IFRS 16 leases, of £1.7m (31 December 2022: £2.4m
debt).
|
2023
£'000
|
2022
£'000
|
Underlying EBITDA
|
13,327
|
13,131
|
Working capital
movement
|
(1,323)
|
(1,904)
|
Other
|
(1,077)
|
(1,798)
|
Net cash flow from
operations
|
10,927
|
9,429
|
Non-underlying items
|
498
|
847
|
Underlying net cash flow from
operations
|
11,425
|
10,276
|
|
|
|
Underlying cash conversion %
|
85.7%
|
78.3%
|
Underlying net cash flow generated by our operations
increased to £11.4m (2022: £10.3m). Working capital increased by
£1.3m in the year, the movement chiefly attributable to £3.3m
decrease in payables offset by a higher than expected inventory
reduction of £2.3m (2022: increase of £2.7m), driven by a
combination of supply and sales phasing which we expect to
normalise in the first half of 2024. Trade receivables were broadly
in line with 2022.
We are
again targeting a year-on-year improvement in cash conversion
compared to 2023, in the range of 85%-90%, which takes into account
the post year end disposal of Identicare. As in the prior year, we
expect the profile of our operating cash conversion to be lower in
the first half versus second half, the key driver of which is the
normalisation of our inventory as noted above.
Net debt
decreased by £4.2m to £1.2m over the period. The net debt to
underlying EBITDA leverage ratio was approximately 0.1 times (2022:
0.4 times), well below the maximum target of two times, enabling
the Group to pursue external investment opportunities in support of
its growth strategy.
|
£'000
|
Net debt at 1 January 2023
|
(5,402)
|
Net cash flow from
operations
|
10,927
|
Net capital expenditure
|
(2,553)
|
Investments in joint
venture
|
(306)
|
Net financing cashflows
|
(1,700)
|
Dividends paid
|
(2,644)
|
Foreign exchange on cash and
borrowings
|
376
|
Movement in IFRS 16 lease
liabilities
|
68
|
Net debt at 31 December 2023
|
(1,234)
|
Comprising:
|
|
Net cash at bank
|
1,709
|
IFRS 16 lease liability
|
(2,943)
|
We
continue to invest in new product development to strengthen our
pipeline through a balance of early and later-stage opportunities
and lifecycle products. We are placing an increasing emphasis on
innovation in Companion Animals, while at the same time we are
reviewing opportunities for novel and innovative additions to our
equine portfolio.
Capital
expenditure of £2.6m (2022: £2.9m) largely comprises investment in
our product development pipeline and licence milestone payments to
Orthros Medical and STEM totalling £1.6m. The balance of
expenditure relates chiefly to investment in our business systems,
including CRM, ERP and IT infrastructure within
Identicare.
Borrowing
facilities
As at 31
December 2023, the Group's total facilities of €51.5m, due to
expire on 31 March 2025, consisted of a committed revolving credit
facility (RCF) of €41.5m and a €10.0m acquisition line, the latter
of which cannot be utilised to fund operations.
Net cash
at the year end, pre IFRS 16 leases, was £1.7m (31 December 2022:
£2.4 million debt) with the RCF unutilised, leaving headroom of
£40.7m excluding the undrawn acquisition line.
As at 31
December 2023 and throughout the financial year, all covenant
requirements were met with significant headroom across all
measures.
We are
currently in discussions with our four syndicate banks to increase
our existing RCF from €41.5m to €44.0m with an extension of the
maturity date to 31 March 2029. The acquisition line, which was
drawn down by €3.4m at the year end, will be settled. We expect to
complete the process by the end of April. The covenant requirements
in the RCF will remain unchanged from the current RCF agreement,
details of which are provided below.
The Group
manages its banking arrangements centrally through cross-currency
cash pooling. Funds are swept daily from its various bank accounts
into central bank accounts to optimise the Group's net interest
payable position.
The
facilities remain subject to the following covenants, which are in
operation at all times:
• Net debt to underlying EBITDA ratio of
3.5 times;
• Underlying EBITDA to interest ratio of
minimum 4 times; and
• Solvency (total assets less
goodwill/total equity less goodwill) greater than 25%.
Going
concern
The
Directors have prepared cash flow forecasts for a period of at
least 12 months from the date of signing of these financial
statements (the going concern assessment period). These forecasts
indicate that the Group will have sufficient funds and liquidity to
meet its obligations as they fall due, in particular when taking
into consideration the Group's financial position following the
post year end sale of Identicare for £24.9m and taking into account
the potential impact of "severe but plausible" downside scenarios
to factor in a range of downside revenue estimates and higher than
expected inflation across our cost base, with corresponding
mitigating actions. The output from these scenarios shows the Group
has adequate levels of liquidity due to the cash proceeds received
from the disposal of Identicare for the Directors to continue to
adopt the going concern basis in preparing the financial statements
without making assumptions concerning the extension of the RCF
facility due to expire on 31 March 2025, and complies with all its
banking covenants associated with the current committed facilities
throughout the going concern assessment period.
Subsequent
events
On 28
February 2024 we announced the disposal of our majority
shareholding in Identicare to BG Bidco 21 Limited, a newly
incorporated company owned by funds managed by Bridgepoint Advisors
II Limited, for a cash consideration of £24.9m which was payable
upon completion of this sale. This represents a significant
crystallisation of value for the Group and with it, a significant
further strengthening of our balance sheet.
Summary and
outlook
The Group
has returned to revenue growth and delivered a solid set of
results, in line with market expectations, with positive progress
on gross margins and improved levels of cash conversion versus the
prior year.
We will
continue to drive profitable growth and cash flow in our existing
operations while focusing on accelerating investment on developing
and building our R&D and new product pipeline, underpinned by
our confidence in our people, our strong operational and financial
platform together with the resilience of the animal health sector
in the light of continuing macroeconomic uncertainties across our
markets.
With our
strong balance sheet, significantly strengthened post year end
through the disposal of Identicare, the Group is better placed than
ever to accelerate growth in the future. Our capital allocation is
closely aligned to our three strategic priorities. Alongside
investment in organic growth, carefully selected and
value-enhancing acquisitions and increasing the number of novel
products in development are key factors in delivering the Group's
long term growth strategy.
CHRIS
BREWSTER
Chief
Financial Officer
9 April
2024
Consolidated income statement (unaudited)
Year ended 31 December
2023
|
|
|
|
For the year ended 31
December
|
|
|
|
|
|
|
|
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying
|
|
Non-underlying (note
4)
|
|
Total
|
|
Underlying
|
|
Non-under-lying (note 4)
|
|
Total
|
|
|
|
|
2023
|
|
2023
|
|
2023
|
|
2022
|
|
2022
|
|
2022
|
|
|
Notes
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
5
|
|
74,351
|
|
−
|
|
74,351
|
|
71,616
|
|
−
|
|
71,616
|
Cost of
sales
|
|
|
|
(31,005)
|
|
−
|
|
(31,005)
|
|
(30,957)
|
|
−
|
|
(30,957)
|
Gross
profit
|
|
|
|
43,346
|
|
−
|
|
43,346
|
|
40,659
|
|
−
|
|
40,659
|
Research
and development expenses
|
|
|
|
(2,455)
|
|
(646)
|
|
(3,101)
|
|
(2,363)
|
|
(667)
|
|
(3,030)
|
Selling
and marketing expenses
|
|
|
|
(12,316)
|
|
−
|
|
(12,316)
|
|
(13,547)
|
|
−
|
|
(13,547)
|
General
and administrative expenses
|
|
|
|
(18,770)
|
|
(4,340)
|
|
(23,110)
|
|
(15,000)
|
|
(4,013)
|
|
(19,013)
|
Net other
operating (expense)/income
|
|
|
|
2
|
|
(390)
|
|
(388)
|
|
4
|
|
(919)
|
|
(915)
|
Impairment losses
|
|
|
|
−
|
|
(22)
|
|
(22)
|
|
−
|
|
(918)
|
|
(918)
|
Operating
profit
|
|
|
|
9,807
|
|
(5,398)
|
|
4,409
|
|
9,753
|
|
(6,517)
|
|
3,236
|
Finance
costs
|
|
6
|
|
(1,419)
|
|
−
|
|
(1,419)
|
|
(1,752)
|
|
−
|
|
(1,752)
|
Finance
income
|
|
7
|
|
675
|
|
−
|
|
675
|
|
1,110
|
|
−
|
|
1,110
|
Finance costs
net
|
|
|
|
(744)
|
|
−
|
|
(744)
|
|
(642)
|
|
−
|
|
(642)
|
Share of
net loss of joint venture accounted for using the equity
method
|
|
12
|
|
(142)
|
|
−
|
|
(142)
|
|
(52)
|
|
−
|
|
(52)
|
Profit before
tax
|
|
|
|
8,921
|
|
(5,398)
|
|
3,523
|
|
9,059
|
|
(6,517)
|
|
2,542
|
Income
tax expense
|
|
8
|
|
(2,376)
|
|
52
|
|
(2,324)
|
|
(1,487)
|
|
910
|
|
(577)
|
Profit for the
period
|
|
|
|
6,545
|
|
(5,346)
|
|
1,199
|
|
7,572
|
|
(5,607)
|
|
1,965
|
Net
profit attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
owners of the parent
|
|
|
|
6,545
|
|
(5,346)
|
|
1,199
|
|
7,572
|
|
(5,607)
|
|
1,965
|
Earnings per share for
profit attributable to the ordinary equity holders of the
Company:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
earnings per share
|
|
9
|
|
10.9p
|
|
−
|
|
2.0p
|
|
12.6p
|
|
−
|
|
3.3p
|
Diluted
earnings per share
|
|
9
|
|
10.8p
|
|
−
|
|
2.0p
|
|
12.5p
|
|
−
|
|
3.2p
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In order
to aid understanding of underlying business performance, the
Directors have presented underlying results before the effect of
exceptional and other items. These exceptional and other items are
categorised as 'non-underlying' and are analysed in detail in note
4 to these financial statements. The accompanying notes form an
integral part of these unaudited consolidated financial
statements.
Consolidated statement of
comprehensive income (unaudited)
Year ended 31 December
2023
|
|
For the year ended 31
December
|
|
|
|
Unaudited
2023
|
|
2022
|
|
|
|
£'000
|
|
£'000
|
|
Profit
|
|
1,199
|
|
1,965
|
|
Other comprehensive
(expense)/income
|
|
|
|
|
|
Exchange
differences on translation of foreign operations*
|
|
(290)
|
|
488
|
|
Other comprehensive
(expense)/income, net of tax
|
|
(290)
|
|
488
|
|
Total comprehensive
(expense)/income for the year, net of tax
|
|
909
|
|
2,453
|
|
Total
comprehensive income attributable to:
|
|
|
|
|
|
The
owners of the parent
|
|
909
|
|
2,453
|
|
|
|
|
|
|
|
|
* May be
reclassified subsequently to profit and loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated statement of
financial position (unaudited)
Year ended 31 December
2023
|
|
|
|
For the year ended 31
December
|
|
|
Notes
|
|
Unaudited
2023
|
|
2022
|
|
|
|
|
|
£'000
|
|
£'000
|
|
Assets
|
|
|
|
|
|
|
|
Non-current
assets
|
|
|
|
|
|
|
|
Goodwill
|
|
10
|
|
50,656
|
|
50,853
|
|
Intangible assets
|
|
11
|
|
20,584
|
|
25,283
|
|
Property,
plant and equipment
|
|
|
|
403
|
|
448
|
|
Right-of-use-assets
|
|
16
|
|
2,819
|
|
2,924
|
|
Investments in joint ventures
|
|
12
|
|
1,119
|
|
1,305
|
|
Deferred
tax assets
|
|
8
|
|
1,726
|
|
3,567
|
|
Other
financial assets
|
|
|
|
70
|
|
70
|
|
Total non-current
assets
|
|
|
|
77,377
|
|
84,450
|
|
Current
assets
|
|
|
|
|
|
|
|
Inventories
|
|
|
|
10,062
|
|
13,474
|
|
Trade
receivables
|
|
|
|
13,294
|
|
13,568
|
|
Other
current assets
|
|
|
|
1,417
|
|
715
|
|
Cash and
cash equivalents
|
|
|
|
4,642
|
|
6,035
|
|
Total current
assets
|
|
|
|
29,415
|
|
33,792
|
|
Total
assets
|
|
|
|
106,792
|
|
118,242
|
|
Liabilities
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
Lease
liabilities
|
|
16
|
|
(914)
|
|
(852)
|
|
Trade
payables
|
|
|
|
(10,808)
|
|
(15,497)
|
|
Current
tax liabilities
|
|
|
|
(125)
|
|
(623)
|
|
Accrued
charges and contract liabilities
|
|
14
|
|
(1,159)
|
|
(1,276)
|
|
Other
current liabilities
|
|
|
|
(5,412)
|
|
(4,027)
|
|
Total current
liabilities
|
|
|
|
(18,418)
|
|
(22,275)
|
|
Non-current
liabilities
|
|
|
|
|
|
|
|
Borrowings
|
|
13
|
|
(2,933)
|
|
(8,426)
|
|
Lease
liabilities
|
|
16
|
|
(2,029)
|
|
(2,159)
|
|
Deferred
tax liabilities
|
|
8
|
|
(4,015)
|
|
(4,773)
|
|
Contract
liabilities
|
|
14
|
|
(293)
|
|
(372)
|
|
Provisions
|
|
|
|
(160)
|
|
(340)
|
|
Other
non-current liabilities
|
|
|
|
(1,049)
|
|
(911)
|
|
Total non-current
liabilities
|
|
|
|
(10,479)
|
|
(16,981)
|
|
Total
Liabilities
|
|
|
|
(28,897)
|
|
(39,256)
|
|
Net assets
|
|
|
|
77,895
|
|
78,986
|
|
Equity
|
|
|
|
|
|
|
|
Share
capital
|
|
15
|
|
12,022
|
|
12,019
|
|
Share
premium
|
|
|
|
132,798
|
|
132,798
|
|
Reverse
acquisition reserve
|
|
|
|
(56,762)
|
|
(56,762)
|
|
Accumulated losses
|
|
|
|
(12,781)
|
|
(11,977)
|
|
Other
reserves
|
|
|
|
2,618
|
|
2,908
|
|
Equity attributable to the
owners of the parent
|
|
|
|
77,895
|
|
78,986
|
|
Total
equity
|
|
|
|
77,895
|
|
78,986
|
|
Consolidated statement of
changes in equity (unaudited)
Year ended 31 December
2023
|
|
Attributable to the owners
of the parents
|
|
|
|
|
Share
capital
|
|
Share
premium
|
|
Accumulated
losses
|
|
Reverse acquisition
reserve
|
|
Other
reserve
|
|
Total
equity
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
At 1 January
2023
|
|
12,019
|
|
132,798
|
|
(11,977)
|
|
(56,762)
|
|
2,908
|
|
78,986
|
Net
profit
|
|
−
|
|
−
|
|
1,199
|
|
−
|
|
−
|
|
1,199
|
Other
comprehensive expense
|
|
−
|
|
−
|
|
−
|
|
−
|
|
(290)
|
|
(290)
|
Total comprehensive
income
|
|
−
|
|
−
|
|
1,199
|
|
−
|
|
(290)
|
|
909
|
Dividends
paid
|
|
−
|
|
−
|
|
(2,644)
|
|
−
|
|
−
|
|
(2,644)
|
Exercise
of share options
|
|
3
|
|
−
|
|
−
|
|
−
|
|
−
|
|
3
|
Share-based payments
|
|
−
|
|
−
|
|
641
|
|
−
|
|
−
|
|
641
|
At 31 December 2023
(Unaudited)
|
|
12,022
|
|
132,798
|
|
(12,781)
|
|
(56,762)
|
|
2,618
|
|
77,895
|
|
|
Attributable to the owners
of the parents
|
|
|
|
|
Share
capital
|
|
Share
premium
|
|
Accumulated
losses
|
|
Reverse acquisition
reserve
|
|
Other
reserve
|
|
Total
equity
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
At 1 January
2022
|
|
12,019
|
|
132,798
|
|
(11,676)
|
|
(56,762)
|
|
2,420
|
|
78,799
|
|
Net
profit
|
|
−
|
|
−
|
|
1,965
|
|
−
|
|
−
|
|
1,965
|
|
Other
comprehensive income
|
|
−
|
|
−
|
|
−
|
|
−
|
|
488
|
|
488
|
|
Total comprehensive
income
|
|
−
|
|
−
|
|
1,965
|
|
−
|
|
488
|
|
2,453
|
|
Dividends
paid
|
|
−
|
|
−
|
|
(2,644)
|
|
−
|
|
−
|
|
(2,644)
|
|
Share-based payments
|
|
−
|
|
−
|
|
378
|
|
−
|
|
−
|
|
378
|
|
At 31 December
2022
|
|
12,019
|
|
132,798
|
|
(11,977)
|
|
(56,762)
|
|
2,908
|
|
78,986
|
|
Reverse acquisition
reserve
Reverse
acquisition reserve represents the reserve that has been created
upon the reverse acquisition of Animalcare Group plc.
Other
reserve
Other
reserve mainly relates to currency translation differences. These
exchange differences arise on the translation of subsidiaries with
a functional currency other than Sterling.
Consolidated cash flow statement (unaudited)
Year ended 31 December
2023
|
|
|
|
For the year ended 31
December
|
|
|
Notes
|
|
Unaudited
2023
|
|
2022
|
|
|
|
|
|
£'000
|
|
£'000
|
|
Operating
activities
|
|
|
|
|
|
|
|
Profit
before tax
|
|
|
|
3,523
|
|
2,542
|
|
Non-cash and operational
adjustments
|
|
|
|
|
|
|
|
Share in
net loss of joint venture
|
|
12
|
|
142
|
|
52
|
|
Depreciation of property, plant and equipment
|
|
|
|
1,092
|
|
1,118
|
|
Amortisation of intangible assets
|
|
11
|
|
6,613
|
|
6,685
|
|
Impairment of intangible assets
|
|
11
|
|
22
|
|
918
|
|
Share-based payment expense
|
|
|
|
1,278
|
|
542
|
|
Gain on
disposal of fixed assets
|
|
|
|
−
|
|
(146)
|
|
Non-cash
movement in provisions
|
|
|
|
(2)
|
|
202
|
|
Movement
allowance for bad debt, inventories and provisions
|
|
|
|
757
|
|
105
|
|
Finance
income
|
|
|
|
(675)
|
|
(260)
|
|
Finance
expense
|
|
|
|
1,419
|
|
1,001
|
|
Impact of
foreign currencies
|
|
|
|
-
|
|
(235)
|
|
Fair
value adjustment contingent consideration
|
|
|
|
-
|
|
140
|
|
Gain from
IFRS 16 lease modification
|
|
|
|
(9)
|
|
(6)
|
|
Exercise
of share options
|
|
|
|
3
|
|
−
|
|
Movements in working
capital
|
|
|
|
|
|
|
|
Increase
in trade receivables
|
|
|
|
(319)
|
|
(5,875)
|
|
Decrease/(increase) in inventories
|
|
|
|
2,257
|
|
(2,735)
|
|
(Decrease)/increase in payables
|
|
|
|
(3,261)
|
|
6,706
|
|
Income
tax paid
|
|
|
|
(1,913)
|
|
(1,325)
|
|
Net cash flow from operating
activities
|
|
|
|
10,927
|
|
9,429
|
|
Investing
activities
|
|
|
|
|
|
|
|
Purchase
of property, plant and equipment
|
|
|
|
(52)
|
|
(407)
|
|
Purchase
of intangible assets
|
|
|
|
(2,501)
|
|
(2,540)
|
|
Proceeds
from the sale of intangible assets
|
|
|
|
-
|
|
153
|
|
Capital
contribution in joint venture
|
|
12
|
|
(306)
|
|
(325)
|
|
Net cash flow used in
investing activities
|
|
|
|
(2,859)
|
|
(3,119)
|
|
Financing
activities
|
|
|
|
|
|
|
|
Repayment
of loans and borrowings
|
|
|
|
(5,252)
|
|
(1,320)
|
|
Repayment
of IFRS 16 lease liability
|
|
16
|
|
(955)
|
|
(996)
|
|
Dividends
paid
|
|
15
|
|
(2,644)
|
|
(2,644)
|
|
Interest
paid
|
|
|
|
(646)
|
|
(444)
|
|
Other
financial expense
|
|
|
|
(99)
|
|
(292)
|
|
Net cash flow used in
financing activities
|
|
|
|
(9,596)
|
|
(5,696)
|
|
Net
(decrease)/increase of cash and cash equivalents
|
|
|
|
(1,528)
|
|
614
|
|
Cash and
cash equivalents at beginning of year
|
|
|
|
6,035
|
|
5,633
|
|
Exchange
rate differences on cash and cash equivalents
|
|
|
|
135
|
|
(212)
|
|
Cash and cash equivalents at
end of year
|
|
|
|
4,642
|
|
6,035
|
|
Reconciliation of net cash
flow to movement in net debt
|
|
|
|
|
|
|
|
Net
(decrease)/increase in cash and cash equivalents in the
year
|
|
|
|
(1,528)
|
|
614
|
|
Cash flow
from decrease in debt financing
|
|
|
|
5,252
|
|
1,320
|
|
Foreign
exchange differences on cash and borrowings
|
|
|
|
376
|
|
(715)
|
|
Movement in net debt during
the year
|
|
|
|
4,100
|
|
1,219
|
|
Net debt
at the start of the year
|
|
|
|
(5,402)
|
|
(5,330)
|
|
Movement
in lease liabilities during the year
|
|
16
|
|
68
|
|
(1,291)
|
|
Net debt at the end of the
year
|
|
|
|
(1,234)
|
|
(5,402)
|
|
Notes to the unaudited
consolidated financial statements
Year ended 31 December
2023
1. Financial
information
The
unaudited financial information set out above does not constitute
the Company's statutory accounts for the years ended 31 December
2023 and 31 December 2022. The financial information for the year
ended 31 December 2022 is derived from the statutory accounts for
2022 which have been delivered to the Registrar of Companies. The
Auditor has reported on those accounts; their report was (i)
unqualified, (ii) did not include references to any matters to
which the auditor drew attention by way of emphasis without
qualifying their report and (iii) did not contain a statement under
section 498 (2) or (3) of the Companies Act 2006.
Information has been extracted from the draft
statutory financial statements for the year ended 31 December 2023
which will be delivered to the Registrar of Companies in due
course. Accordingly, the financial information
for 2023 is presented unaudited in the preliminary
announcement.
2. Basis of
preparation
The
financial information has been prepared in accordance with
UK-adopted international accounting standards ("IFRS") and the
applicable legal requirements of the Companies Act 2006, except for
the revaluation of certain financial instruments. They have also
been prepared in accordance with the requirements of the AIM
Rules.
3. Summary of
significant accounting policies
Going concern
As at 31
December 2023, the Group's total facilities of €51.5m, due to
expire 31 March 2025, consisted of a committed revolving credit
facility (RCF) of €41.5m and a €10.0m acquisition line, the latter
of which cannot be utilised to fund operations.
We are
currently in discussions with our four syndicate banks to increase
our existing RCF from €41.5m to €44.0m with an extension of the
maturity date to 31 March 2029. The acquisition line, which was
drawn down by €3.4m at the year end, will be settled. We expect to
complete the process by the end of April. The covenant requirements
in the RCF will remain unchanged from the current RCF agreement,
details of which are provided below.
Net debt
to underlying EBITDA ratio of 3.5x; underlying EBITDA to interest
ratio of minimum 4x; and solvency (total assets less goodwill/total
equity less goodwill) greater than 25%. As at 31 December 2023 and
throughout the financial year, all covenant requirements were met
with significant headroom across all three measures. The principal
risks and uncertainties facing the Group are set out in the
Strategic Report.
The
Directors have prepared cash flow forecasts for a period of at
least 12 months from the date of signing of these financial
statements (the going concern assessment period). These forecasts
indicate that the Group will have sufficient funds and liquidity to
meet its obligations as they fall due, in particular when taking
into consideration the Group's financial position following the
post year end sale of Identicare for £24.9m and taking into account
the potential impact of "severe but plausible" downside scenarios
to factor in a range of downside revenue estimates and higher than
expected inflation across our cost base, with corresponding
mitigating actions. The output from these scenarios shows the Group
has adequate levels of liquidity due to the cash proceeds received
from the disposal of Identicare for the Directors to continue to
adopt the going concern basis in preparing the financial statements
without making assumptions concerning the extension of the RCF
facility due to expire on 31 March 2025, and complies with all its
banking covenants associated with the current committed facilities
throughout the going concern assessment period.
4. Non-underlying
items
|
|
|
For the year ended
31 December
|
|
|
|
Unaudited
2023
|
|
2022
|
|
|
|
£'000
|
|
£'000
|
Amortisation and impairment
of acquisition related intangibles
|
|
|
|
|
|
Classified within research and development
expenses
|
|
|
646
|
|
667
|
Classified within general and administrative
expenses
|
|
|
3,539
|
|
3,794
|
Impairment losses
|
|
|
22
|
|
895
|
Total amortisation and
impairment of acquisition-related intangibles
|
|
|
4,207
|
|
5,356
|
Restructuring costs
|
|
|
14
|
|
282
|
Acquisition and integration costs
|
|
|
-
|
|
335
|
Impairment on intangibles
|
|
|
-
|
|
23
|
Divestments and business disposals
|
|
|
-
|
|
(146)
|
COVID-19
|
|
|
-
|
|
2
|
Long-term
incentive plan Identicare Ltd
|
|
|
801
|
|
220
|
UK and
Spain office relocation costs
|
|
|
5
|
|
182
|
Expenses
related to M&A and business development activities
|
|
|
193
|
|
-
|
Other
non-underlying items
|
|
|
178
|
|
263
|
Total non-underlying items
before taxes
|
|
|
5,398
|
|
6,517
|
Tax
impact
|
|
|
(52)
|
|
(910)
|
Total non-underlying items
after taxes
|
|
|
5,346
|
|
5,607
|
The
following table shows the breakdown of non-underlying items before
taxes by category for 2023 and 2022:
|
|
For the year ended
31 December
|
|
|
|
|
|
Unaudited
2023
|
|
2022
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
Classified within research and development
expenses
|
|
646
|
|
667
|
|
|
Classified within general and administrative
expenses
|
|
4,340
|
|
4,013
|
|
|
Classified within net other operating
expense/(income)
|
|
390
|
|
919
|
|
|
Impairment losses
|
|
22
|
|
918
|
|
|
Total non-underlying items
before taxes
|
|
5,398
|
|
6,517
|
|
|
|
|
|
|
|
|
|
The
current year £4,340k general and administrative expenses principally encompass
amortisation and impairment of acquisition related intangibles
of £3,539k and a
share based payment charge of £801k
of which £637k is related to the cash settled
portion of the share based payment arrangement of Identicare
Ltd.
Non-underlying items totalling £5,398k (2022: £6,517k) relating to profit before
tax incurred in the year principally comprise:
-
Amortisation and impairment of acquisition-related intangibles of
£4,207k (2022: £5,356k). The current year charge comprises
amortisation in relation to the reverse acquisition of Ecuphar NV
and previous acquisitions made by Ecuphar NV of £4,185k (2022:
£4,461k) and a non-cash impairment charge of in-process R&D
assets £22k (2022: £895k) that formed part of the acquired
development pipeline. The principal driver for the prior year
charge was manufacturing challenges that significantly impacted the
timing and costs to resume supply with appropriate commercial
returns. This brand has subsequently been withdrawn from the
market.
-
Restructuring costs of £14k (2022: £282k) primarily relate to costs
associated with the reorganisation of our Benelux operations.
-
Costs associated with the relocation of our Spain and UK operations
totalling £5k (2022: £182k) include one-off move costs and
dilapidation provisions.
-
Expenses relating to M&A and business development activities
of £193k (2022: £nil) represent legal and professional fees
incurred on these activities, including the disposal of Identicare
post year end.
-
Other non-underlying items largely relating to legal costs.
5. Segment
information
The
pharmaceutical segment is active in the development and marketing
of innovative pharmaceutical products that provide significant
benefits to animal health.
The
measurement principles used by the Group in preparing this segment
reporting are also the basis for segment performance assessment.
The Board of Directors of the Group acts as the chief operating
decision maker. As a performance indicator, the chief operating
decision maker controls performance by the Group's revenue, gross
margin, underlying EBITDA and EBITDA. EBITDA is defined by the
Group as net profit plus finance expenses, less finance income,
plus income taxes and deferred taxes, plus depreciation,
amortisation and impairment and is an alternative performance
measure. Underlying EBITDA equals EBITDA plus non-underlying items
and is an alternative performance measure. EBITDA and underlying
EBITDA are reconciled to statutory measures below.
The
following table summarises the segment reporting from continuing
operations for 2023 and 2022. As management's internal reporting
structure is principally revenue and profit-based, the reporting
information does not include assets and liabilities by segment and
is as such not presented per segment.
|
|
For the year ended 31
December
|
|
|
Unaudited
2023
|
|
2022
|
|
|
|
£'000
|
|
£'000
|
|
Revenues
|
|
74,351
|
|
71,616
|
|
Gross
Profit
|
|
43,346
|
|
40,659
|
|
Gross
Profit %
|
|
58
|
|
57
|
|
Segment
underlying EBITDA
|
|
13,327
|
|
13,131
|
|
Segment
underlying EBITDA %
|
|
18
|
|
18
|
|
Segment
EBITDA
|
|
12,136
|
|
11,993
|
|
Segment
EBITDA %
|
|
16
|
|
17
|
|
The
underlying and segment EBITDA is reconciled with the consolidated
net profit for the year as follows:
|
|
For the year ended 31
December
|
|
|
|
Unaudited
2023
|
|
2022
|
|
|
|
£'000
|
|
£'000
|
|
Underlying
EBITDA
|
|
13,327
|
|
13,131
|
|
Non-recurring expenses (excluding amortisation and
impairment)
|
|
(1,191)
|
|
(1,138)
|
|
EBITDA
|
|
12,136
|
|
11,993
|
|
Depreciation, amortisation and impairment
|
|
(7,727)
|
|
(8,757)
|
|
Operating
profit
|
|
4,409
|
|
3,236
|
|
Finance
costs
|
|
(1,419)
|
|
(1,752)
|
|
Finance
income
|
|
675
|
|
1,110
|
|
Share of
net loss of joint venture accounted for using the equity
method
|
|
(142)
|
|
(52)
|
|
Income
taxes
|
|
(1,258)
|
|
(1,637)
|
|
Deferred
taxes
|
|
(1,066)
|
|
1,060
|
|
Profit for the
period
|
|
1,199
|
|
1,965
|
|
Segment
assets excluding deferred tax assets located in Belgium, Spain,
Portugal, the United Kingdom and other geographies are as
follows:
|
|
For the year ended 31
December
|
|
|
|
Unaudited
2023
|
|
2022
|
|
|
|
£'000
|
|
£'000
|
|
Belgium
|
|
9,484
|
|
7,510
|
|
Spain
|
|
3,458
|
|
3,695
|
|
Portugal
|
|
4,080
|
|
4,234
|
|
UK
|
|
56,252
|
|
59,184
|
|
Other
|
|
2,377
|
|
6,260
|
|
Non-current assets excluding
deferred tax assets
|
|
75,651
|
|
80,883
|
|
Revenue by product
category
|
|
For the year ended 31
December
|
|
|
|
Unaudited
2023
|
|
2022
|
|
|
|
£'000
|
|
£'000
|
|
Companion
animals
|
|
52,214
|
|
50,217
|
|
Production animals
|
|
15,790
|
|
15,674
|
|
Equine
|
|
6,339
|
|
5,698
|
|
Other
|
|
8
|
|
27
|
|
Total
|
|
74,351
|
|
71,616
|
|
Revenue by geographical
area
|
|
For the year ended 31
December
|
|
|
|
Unaudited
2023
|
|
2022
|
|
|
|
£'000
|
|
£'000
|
|
Belgium
|
|
3,560
|
|
3,354
|
|
The
Netherlands
|
|
2,115
|
|
1,627
|
|
United
Kingdom
|
|
16,860
|
|
15,257
|
|
Germany
|
|
10,045
|
|
10,056
|
|
Spain
|
|
20,419
|
|
19,724
|
|
Italy
|
|
8,785
|
|
8,404
|
|
Portugal
|
|
4,357
|
|
4,215
|
|
European
Union - other
|
|
6,875
|
|
7,199
|
|
Asia
|
|
490
|
|
494
|
|
Middle
East & Africa
|
|
12
|
|
17
|
|
Other
|
|
833
|
|
1,269
|
|
Total
|
|
74,351
|
|
71,616
|
|
Revenue by
category
|
|
For the year ended 31
December
|
|
|
Unaudited
2023
|
|
2022
|
|
|
£'000
|
|
£'000
|
Product
sales
|
|
71,411
|
|
69,642
|
Services
sales
|
|
2,940
|
|
1,974
|
Total
|
|
74,351
|
|
71,616
|
Product
revenue is recognised when the performance obligation is satisfied
at a point in time. Service revenue is recognised by reference to
the stage of completion.
6. Finance
costs
Finance costs include the
following elements:
|
|
For the year ended 31
December
|
|
|
|
Unaudited
2023
|
|
2022
|
|
|
|
£'000
|
|
£'000
|
|
Interest
expense
|
|
646
|
|
444
|
|
Foreign
currency losses
|
|
456
|
|
985
|
|
Unwind of
discount on other liabilities
|
|
104
|
|
124
|
|
Other
finance costs
|
|
213
|
|
199
|
|
Total
|
|
1,419
|
|
1,752
|
|
7. Finance
income
Finance
income includes the following elements:
|
|
For the year ended 31
December
|
|
|
Unaudited
2023
|
|
2022
|
|
|
£'000
|
|
£'000
|
Foreign
currency exchange gains
|
|
501
|
|
1,060
|
Income
from financial assets
|
|
124
|
|
39
|
Other
finance income
|
|
50
|
|
11
|
Total
|
|
675
|
|
1,110
|
8. Income
tax
Current tax
liabilities
Current tax liabilities solely
relate to income taxes of £125k
(2022: £623k).
The
following table shows the breakdown of the tax expense for 2023 and
2022:
|
|
For the year ended 31
December
|
|
|
|
Unaudited
2023
|
|
2022
|
|
|
|
£'000
|
|
£'000
|
|
Current
tax charge
|
|
(1,354)
|
|
(1,685)
|
|
Tax
adjustments in respect of previous years
|
|
96
|
|
48
|
|
Total current tax
charge
|
|
(1,258)
|
|
(1,637)
|
|
Deferred
tax - origination and reversal of temporary differences
|
|
(945)
|
|
774
|
|
Deferred
tax - adjustments in respect of previous years
|
|
(121)
|
|
286
|
|
Total deferred tax
(charge)/credit
|
|
(1,066)
|
|
1,060
|
|
Total tax expense for the
year
|
|
(2,324)
|
|
(577)
|
|
The total
tax expense can be reconciled to the accounting profit as
follows:
|
|
For the year ended 31
December
|
|
|
|
Unaudited
2023
|
|
2022
|
|
|
|
£'000
|
|
£'000
|
|
Profit
before tax
|
|
3,523
|
|
2,542
|
|
Share of
net loss of joint ventures
|
|
142
|
|
52
|
|
Profit
before tax, excl. share in net loss of joint venture
|
|
3,665
|
|
2,594
|
|
Tax at
23.5% (2022: 19.0%)
|
|
(861)
|
|
(493)
|
|
Effect
of:
|
|
|
|
|
|
Overseas
tax rates
|
|
(66)
|
|
(389)
|
|
Non-deductible expenses
|
|
(432)
|
|
(99)
|
|
Use of
tax losses previously not recognised
|
|
−
|
|
(24)
|
|
Changes
in statutory enacted tax rate
|
|
(1,001)
|
|
93
|
|
Tax
adjustments in respect of previous year
|
|
(25)
|
|
334
|
|
Non-recognition of deferred tax on current year
losses
|
|
(15)
|
|
(21)
|
|
Non-recognised deferred tax assets on timing
differences
|
|
108
|
|
15
|
|
R&D
relief
|
|
−
|
|
53
|
|
Other
|
|
(32)
|
|
(46)
|
|
Income tax expense as
reported in the consolidated income statement
|
|
(2,324)
|
|
(577)
|
|
The tax
credit of £52k (2022:
credit of £910k)
shown within "Non-underlying items" on the face of the consolidated
income statement, which forms part of the overall tax charge
of £2,324k (2022: £577k),
relates to the items in note 4.
The tax
rates used for the 2023
and 2022
reconciliation above are the corporate tax rates
of 25.0% (Belgium), 19.0% (the Netherlands), 30.7% (Germany), 33.0%
(France), 25.0% (Spain), 24.0% (Italy), 21.0% (Portugal) and 23.5%
(the United Kingdom rate representing a
blended rate of 19.0% up until 1 April 2023 then 25.0%
thereafter). These taxes are payable by
corporate entities in the above-mentioned countries on taxable
profits under tax law in that jurisdiction.
Deferred
taxes at the balance sheet date have been measured using the UK
enacted tax rate, being 25% from 1 April 2023.
Deferred tax
(a)
Recognised deferred tax assets and liabilities
|
|
Assets
|
|
Liabilities
|
|
Total
|
|
|
Unaudited
2023
|
|
2022
|
|
Unaudited
2023
|
|
2022
|
|
Unaudited
2023
|
|
2022
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
Goodwill
|
|
−
|
|
−
|
|
(1,444)
|
|
(1,290)
|
|
(1,444)
|
|
(1,290)
|
Intangible assets
|
|
335
|
|
329
|
|
(2,860)
|
|
(2,722)
|
|
(2,525)
|
|
(2,393)
|
Property,
plant and equipment
|
|
−
|
|
−
|
|
(645)
|
|
(707)
|
|
(645)
|
|
(707)
|
Financial
fixed assets
|
|
1
|
|
1
|
|
−
|
|
−
|
|
1
|
|
1
|
Inventory
|
|
−
|
|
−
|
|
(54)
|
|
(54)
|
|
(54)
|
|
(54)
|
Trade and
other receivables/(payables)
|
|
30
|
|
71
|
|
−
|
|
−
|
|
30
|
|
71
|
Borrowings
|
|
580
|
|
565
|
|
−
|
|
−
|
|
580
|
|
565
|
Provisions
|
|
−
|
|
4
|
|
−
|
|
−
|
|
−
|
|
4
|
Accruals
and deferred income
|
|
132
|
|
32
|
|
−
|
|
−
|
|
132
|
|
32
|
Tax
losses carried forward
|
|
1,636
|
|
2,565
|
|
−
|
|
−
|
|
1,636
|
|
2,565
|
Total
|
|
2,714
|
|
3,567
|
|
(5,003)
|
|
(4,773)
|
|
(2,289)
|
|
(1,206)
|
The table above presents deferred
tax assets and liabilities on a gross basis prior to allowable
offsetting within tax jurisdictions as presented on the face of the
Consolidated statement of financial position.
(b)
Movements during the year
Movement
of deferred taxes during 2023:
|
|
|
|
|
|
|
|
|
|
|
Balance as at 1 January
2023
|
|
Recognised in
income
|
|
Foreign exchange
adjustments
|
|
Balance as at 31 December
Unaudited
2023
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
Goodwill
|
|
(1,290)
|
|
(181)
|
|
27
|
|
(1,444)
|
Intangible assets
|
|
(2,393)
|
|
(125)
|
|
(7)
|
|
(2,525)
|
Property,
plant and equipment
|
|
(707)
|
|
48
|
|
14
|
|
(645)
|
Financial
fixed assets
|
|
1
|
|
−
|
|
−
|
|
1
|
Inventory
|
|
(54)
|
|
−
|
|
−
|
|
(54)
|
Trade and
other receivables/(payables)
|
|
71
|
|
(28)
|
|
(13)
|
|
30
|
Accruals
and deferred income
|
|
32
|
|
100
|
|
−
|
|
132
|
Borrowings
|
|
565
|
|
26
|
|
(11)
|
|
580
|
Provisions
|
|
4
|
|
−
|
|
(4)
|
|
−
|
Tax
losses carry forward and other tax benefits
|
|
2,565
|
|
(906)
|
|
(23)
|
|
1,636
|
Net deferred
tax
|
|
(1,206)
|
|
(1,066)
|
|
(17)
|
|
(2,289)
|
Movement
of deferred taxes during 2022:
|
|
Balance at 1 January
2022
|
|
Recognised in
income
|
|
Foreign exchange
adjustments
|
|
Balance at 31 December
2022
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
Goodwill
|
|
(1,048)
|
|
(176)
|
|
(66)
|
|
(1,290)
|
Intangible assets
|
|
(3,192)
|
|
782
|
|
17
|
|
(2,393)
|
Property,
plant and equipment
|
|
(381)
|
|
(296)
|
|
(30)
|
|
(707)
|
Financial
fixed assets
|
|
1
|
|
−
|
|
−
|
|
1
|
Inventory
|
|
(51)
|
|
−
|
|
(3)
|
|
(54)
|
Trade and
other receivables/(payables)
|
|
153
|
|
(62)
|
|
(20)
|
|
71
|
Accruals
and deferred income
|
|
53
|
|
(23)
|
|
2
|
|
32
|
Borrowings
|
|
405
|
|
133
|
|
27
|
|
565
|
Provisions
|
|
3
|
|
−
|
|
1
|
|
4
|
Tax
losses carry forward and other tax benefits
|
|
1,749
|
|
702
|
|
114
|
|
2,565
|
Net deferred
tax
|
|
(2,308)
|
|
1,060
|
|
42
|
|
(1,206)
|
Tax
losses
The Group
has unused tax losses, tax credits and notional interest deduction
available in an amount of £6,549k for 2023 (2022: £11,361k). The tax losses
carry forward indefinitely, as there is no expiration date
prescribed for their utilisation.
Deferred
tax assets have been recognised on available tax losses carried
forward for some legal entities, resulting in amounts recognised
of £1,636k (2022: £2,565k).
This was based on management's estimate that sufficient positive
taxable profits will be generated in the near future for the
related legal entities with fiscal losses. It is expected that
£325k of the deferred tax asset will be recovered within the next
12 months and the remaining £1,311k of the deferred tax asset will
be recovered after 12 months.
The
non-recognised deferred tax assets of Ecuphar NV on temporary
differences decreased by £108k
in 2023
(2022: £15k). The total unrecognised tax losses as at 31 December
2023 were £2,497k (2022: £2,605k).
9. Earnings per
share
Diluted
earnings per share amounts are calculated by dividing the net
profit attributable to ordinary equity holders of the parent
Company by the weighted average number of ordinary shares
outstanding during the year plus the weighted average number of
ordinary shares that would be issued on conversion of all potential
dilutive ordinary shares.
The
following income and share data was used in the earnings per share
computations:
Profit before continuing
operations
|
|
|
|
|
For the year ended 31
December
|
|
|
|
Unaudited
2023
|
2022
|
Unaudited
2023
|
2022
|
|
|
Underlying
|
Underlying
|
Total
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Net
profit for the year
|
|
6,545
|
7,572
|
1,199
|
1,965
|
Net profit attributable to
ordinary equity
holders of the parent adjusted for the effect of
dilution
|
|
6,545
|
7,572
|
1,199
|
1,965
|
|
|
|
|
|
|
|
Average number of shares
(basic and diluted)
|
|
For the year ended 31
December
|
|
|
Unaudited
2023
|
|
2022
|
|
Unaudited
2023
|
|
2022
|
Number of
shares
|
|
Underlying
|
|
Underlying
|
|
Total
|
|
Total
|
Weighted average number of
ordinary shares
for basic earnings per share
|
|
60,231,020
|
|
60,175,407
|
|
60,231,020
|
|
60,175,407
|
Dilutive
potential ordinary share options
|
|
423,222
|
|
629,087
|
|
423,222
|
|
629,087
|
Weighted average number of
ordinary shares
adjusted for effect of dilution
|
|
60,654,242
|
|
60,804,494
|
|
60,654,242
|
|
60,804,494
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per
share
|
|
For the year ended 31
December
|
|
|
Unaudited
2023
|
|
2022
|
|
Unaudited
2023
|
|
2022
|
|
|
Underlying
|
|
Underlying
|
|
Total
|
|
Total
|
|
|
in pence
|
|
in
pence
|
|
in pence
|
|
in
pence
|
From
operations attributable to the ordinary
equity holders of the company
|
|
10.9
|
|
12.6
|
|
2.0
|
|
3.3
|
Total basic earnings per
share attributable to
the ordinary equity holders of the company
|
|
10.9
|
|
12.6
|
|
2.0
|
|
3.3
|
Diluted earnings per
share
|
|
For the year ended 31
December
|
|
|
Unaudited
2023
|
|
2022
|
|
Unaudited
2023
|
|
2022
|
|
|
Underlying
|
|
Underlying
|
|
Total
|
|
Total
|
|
|
in pence
|
|
in
pence
|
|
in pence
|
|
in
pence
|
From
operations attributable to the ordinary
equity holders of the Company
|
|
10.8
|
|
12.5
|
|
2.0
|
|
3.2
|
Total diluted earnings per
share attributable
to the ordinary equity holders of the Company
|
|
10.8
|
|
12.5
|
|
2.0
|
|
3.2
|
10.
Goodwill
On
acquisition, goodwill acquired in a business combination is
allocated to the cash-generating units ("CGUs") which are expected
to benefit from that business combination. This CGU corresponds to
the nature of the business, being pharmaceuticals. The goodwill has
been allocated to the CGU as follows:
|
|
For the year ended 31
December
|
|
|
|
|
Unaudited
2023
|
|
2022
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
CGU:
Pharmaceuticals
|
|
50,656
|
|
50,853
|
|
Total
|
|
50,656
|
|
50,853
|
|
|
|
|
|
|
|
|
|
The
changes in the carrying value of the goodwill can be presented as
follows for the years 2023 and 2022:
|
|
Total
|
|
|
£'000
|
As at 1 January
2022
|
|
50,337
|
Currency
translation
|
|
516
|
As at 31 December
2022
|
|
50,853
|
As at 1 January
2023
|
|
50,853
|
Currency
translation
|
|
(197)
|
As at 31 December
2023
|
|
50,656
|
Goodwill
allocated to the pharmaceuticals CGU includes goodwill recognised
as a result of past business combinations of Esteve, Equipharma NV,
Ecuphar BV, Cardon Pharmaceuticals NV and more significantly
following the reverse acquisition of Animalcare Group plc in 2017
which gave rise to goodwill of £41,048k.
The
discount rate and growth rate (in perpetuity) used for value-in-use
calculations are as follows:
|
Unaudited
2023
|
|
2022
|
Discount
rate (pre-tax) %
|
13.3
|
|
14.2
|
Growth
rate (in perpetuity) %
|
2.0
|
|
2.0
|
Cash flow
forecasts are prepared using the current operating budget approved
by the Directors, which covers a five-year period and an
appropriate extrapolation of cash flows, using the long-term growth
rate, beyond this. The cash flow forecasts assume revenue and
profit growth in line with our strategic priorities. Further, we
have assessed the potential impact of climate change, with
reference to our principal risks and the environmental disclosures
made in the Sustainability Report and consider that the impact on
the valuation of goodwill is limited.
The
Group's impairment review is sensitive to change in assumptions
used, most notably the discount rates and the perpetuity growth
rates.
A 1.0%
increase in discount rates would cause the value in use of the CGU
to reduce by £18.0m but would not give rise to an impairment. A
1.0% reduction in perpetuity growth rates would cause the value in
use of the CGU to reduce by £13.7m but would not give rise to an
impairment.
11. Intangible
assets
The
changes in the carrying value of the intangible assets can be
presented as follows for the years 2023 and 2022:
|
R&D
assets
|
Patents, distribution rights
and licences
|
Product portfolios and
product development costs
|
Capitalised
software
|
Intangible assets under
construction
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Acquisition
value/cost
|
|
|
|
|
|
|
As at 1 January
2022
|
12,446
|
18,248
|
39,567
|
3,090
|
494
|
73,845
|
Additions
|
719
|
−
|
603
|
1,218
|
−
|
2,540
|
Disposals
|
(982)
|
−
|
(90)
|
(55)
|
(4)
|
(1,131)
|
Transfers
|
375
|
−
|
−
|
−
|
(375)
|
−
|
Currency
translation
|
241
|
760
|
978
|
146
|
12
|
2,137
|
As at 31 December
2022
|
12,799
|
19,008
|
41,058
|
4,399
|
127
|
77,391
|
Additions
|
294
|
29
|
452
|
889
|
427
|
2,091
|
Disposals
|
(52)
|
−
|
−
|
(261)
|
−
|
(313)
|
Transfers
|
(204)
|
31
|
485
|
37
|
(349)
|
−
|
Currency
translation
|
(94)
|
(291)
|
(372)
|
(61)
|
(2)
|
(820)
|
As at 31 December
2023
(Unaudited)
|
12,743
|
18,777
|
41,623
|
5,003
|
203
|
78,349
|
Amortisation
|
|
|
|
|
|
|
As at 1 January
2022
|
(4,955)
|
(14,374)
|
(22,417)
|
(1,886)
|
−
|
(43,632)
|
Amortisation
|
(1,239)
|
(1,325)
|
(3,233)
|
(888)
|
−
|
(6,685)
|
Disposals
|
676
|
−
|
89
|
61
|
−
|
826
|
Impairments
|
(868)
|
−
|
(32)
|
(18)
|
−
|
(918)
|
Currency
translation
|
(151)
|
(693)
|
(753)
|
(102)
|
−
|
(1,699)
|
As at 31 December
2022
|
(6,537)
|
(16,392)
|
(26,346)
|
(2,833)
|
−
|
(52,108)
|
Amortisation
|
(1,019)
|
(1,061)
|
(3,209)
|
(1,324)
|
−
|
(6,613)
|
Disposals
|
52
|
−
|
−
|
261
|
−
|
313
|
Impairments
|
(22)
|
−
|
−
|
−
|
−
|
(22)
|
Currency
translation
|
58
|
268
|
297
|
42
|
−
|
665
|
As at 31 December
2023
(Unaudited)
|
(7,468)
|
(17,185)
|
(29,258)
|
(3,854)
|
−
|
(57,765)
|
Net carrying
value
|
|
|
|
|
|
|
As at 31 December
2023
(Unaudited)
|
5,275
|
1,592
|
12,365
|
1,149
|
203
|
20,584
|
As at 31
December 2022
|
6,262
|
2,616
|
14,712
|
1,566
|
127
|
25,283
|
|
|
|
|
|
R&D
relates to acquired development projects as part of the Esteve
business combination in 2015, the reverse acquisition of Animalcare
Group plc in 2017 and external and internal R&D costs for which
the capitalisation criteria are met. Patents, distribution rights
and licenses include amounts paid for exclusive distribution rights
as well as distribution rights acquired as part of the Esteve
business combination in 2015 and the reverse acquisition of
Animalcare Group plc in 2017.
Product
portfolios and product development costs relate to amounts paid for
acquired brands as well as external and internal product
development costs capitalised on the development projects in the
pipeline for which the capitalisation criteria are met.
The net
book value of non-commercialised development projects is £2,047k
(2022: £1,513k)
and is allocated to R&D assets for £1,613k and Product
Portfolios and product development costs for £434k. No amortisation
was charged.
The
capitalised software includes IT driven by accelerated CRM software
investment and website and platform development relating to
Identicare Ltd.
The total
amortisation charge for 2023
is £6,613k
(2022: £6,685k),
which is included in lines R&D expenses, selling and marketing
expenses and general and administrative expenses of the
consolidated income statement. Included in the total amortisation
charge is £4,185k (2022: £4,461k) relating to acquisition-related intangibles and
£2,428k (2022:
£2,224k) relating to other intangibles.
A total
impairment charge of £22k
(2022: £918k)
was recorded during the financial year. Thereof £22k
(2022: £895k) is
related to a non-cash impairment charge of acquisition-related
intangibles of R&D assets. In 2023, Animalcare Group plc
invested £2,091k (2022: £2,540k)
in intangible assets.
On 24
March 2022 the Group entered into two early-stage agreements with
Netherlands-based Orthros Medical, a company focused on the
research and early development of VHH antibodies, also known as
small single-chain antibody fragments. Under the terms of the deal,
Animalcare has made upfront payments to Orthros Medical totalling
€400k in the prior year, and €200k during the period. Of which
€530k is recognised as intangible asset under "Product portfolios
and product development costs". As the two licensed preclinical
candidates progress, Orthros Medical may receive development,
regulatory and commercial milestone payments up to a total value of
€11m, a significant proportion of which are linked to successful
commercialisation. In addition, single digit royalties will be due
on the net sales of the products. These payments are expected to be
paid out of the Group's operating cash flow.
The
transfers of intangible assets under construction involves the
allocation of internally generated assets to various R&D
projects, including those relating to patents, distribution rights,
licences, as well as product portfolios and development costs.
Transfers from R&D assets to product portfolios and development
costs occur when an R&D project advances to a stage where it is
ready for commercialisation. Subsequently, the transferred value of
these assets initiates depreciation in accordance with their
remaining useful life.
12. Investments in
joint ventures
On 28
September 2020 the Group announced that it has entered into an
agreement with Canada-based biotech company Kane Biotech Inc. under
which the parties formed STEM Animal Health Inc. ("STEM"), a
company dedicated to treating biofilm-related ailments in animals.
The Group acquired, via its 100% subsidiary Ecuphar NV, 33.34% in
STEM for a cash consideration of CAD$3m, of which CAD$2.0m was paid
in prior years, CAD$0.5m (£306k) during the financial year and
CAD$0.5m payable in September 2024. Both the remaining equity
investment in STEM and the licensing fee are expected to be paid
from existing cash resources.
The Group
has a call option, for a period until 28 September 2026, to acquire
an additional 18% stake in STEM for CAD$4m. Based on the existing
voting rights (33.34%) and other contractual arrangements, the
Group does not have power over the investee. Accordingly, the
investment in STEM is accounted for through the equity method in
the consolidated financial statements.
Separately, the Group also entered into a licensing
agreement, under which it will invest a further CAD$2m, consisting
of an initial payment along with a series of potential payments
linked to various milestones, for rights to commercialise products
in global veterinary markets outside the Americas.
Both the
remaining equity investment in STEM and the licensing fee are
expected to be paid from existing cash resources.
The Group
has made license payments totalling CAD$1.2m, of which CAD$0.7m was
paid during the current financial year. The first sales-related
milestone is expected to be paid in 2024, resulting in a short-term
payment of CAD$387k or £229k. The second and final sales-related
milestone is due after 2024, hence considered as a long-term
payable, the expected settlement amount of which is CAD$361k or
£214k.
Further,
for the capital contribution, the outstanding short-term liability
is £297k (2022:
£292k), shown in the balance sheet as other current
liability.
Name of
entity
|
Place of business/
country of incorporation
|
% of ownership
interest
|
Nature of
relationship
|
Measurement
method
|
Carrying
amount
|
2023
|
2022
|
Unaudited
2023
|
2022
|
|
|
|
|
|
|
£'000
|
£'000
|
STEM
Animal Health Inc.
|
Canada
|
33.34%
|
33.34%
|
Joint
Venture
|
Equity
method
|
1,119
|
1,305
|
The
tables below provide summarised financial information for the Joint
Venture in STEM Animal Health Inc. which is material to the group.
The information disclosed first reflects the amounts presented in
the financial statements of the relevant joint venture followed by
Animalcare's share of those amounts.
|
|
|
Unaudited
For the year ended
31 December 2023
|
For the year ended
31 December 2022
|
|
|
|
£'000
|
£'000
|
Non-current assets
|
|
|
94
|
321
|
Current
assets
|
|
|
1,459
|
1,511
|
Total
assets
|
|
|
1,553
|
1,832
|
|
|
|
|
|
Current
liabilities
|
|
|
865
|
825
|
Total
liabilities
|
|
|
865
|
825
|
|
|
|
|
|
Net assets
|
|
|
688
|
1,007
|
Group
Share
|
|
|
229
|
336
|
Goodwill
|
|
|
570
|
561
|
Fair
value identified intangibles
|
|
|
435
|
555
|
Deferred
tax liability
|
|
|
(115)
|
(147)
|
Investment value in joint
venture
|
|
|
1,119
|
1,305
|
Summarised statement of
comprehensive income:
|
Unaudited
For the year ended
31 December 2023
|
For the year ended
31 December 2022
|
|
£'000
|
£'000
|
Sales
|
1,576
|
1,581
|
Operating
expenses
|
(1,872)
|
(1,651)
|
Financial
result, net
|
12
|
65
|
Net loss for the
year
|
(284)
|
(5)
|
Group share in net loss for
the year
|
(95)
|
(2)
|
Depreciation on fair value adjustments on intangible fixed
assets (net of deferred tax)
|
(47)
|
(50)
|
Total Group share in net
loss for the year
|
(142)
|
(52)
|
Other
comprehensive (expense)/income
|
(44)
|
67
|
Group share in total
comprehensive (expense)/income
|
(186)
|
15
|
Reconciliation of the
aforementioned financial information with the net carrying amount
of the investment of STEM Animal Health Inc. in the consolidated
financial statements:
|
Unaudited
For the year ended
31 December 2023
|
For the year ended
31 December 2022
|
|
£'000
|
£'000
|
As at 1
January
|
1,305
|
1,290
|
Group
share of net loss for the year
|
(142)
|
(52)
|
Foreign
currency translation differences
|
(44)
|
67
|
As at 31
December
|
1,119
|
1,305
|
13.
Borrowings
The loans
and borrowings include the following:
|
|
|
|
|
|
For the year ended
31 December
|
|
|
|
Interest
rate
|
|
Maturity
|
|
Unaudited
2023
|
|
2022
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
Revolving credit
facilities
|
|
Euribor +1.50%
|
|
March 25
|
|
−
|
|
4,435
|
|
Acquisition loan
|
|
Euribor +1.75%
|
|
March 25
|
|
2,933
|
|
3,991
|
|
Lease liabilities
|
|
See note 16
|
|
|
|
2,943
|
|
3,011
|
|
Total loans and borrowings
|
|
|
|
|
|
5,876
|
|
11,437
|
|
Of which
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
|
|
|
|
4,962
|
|
10,585
|
|
Current
|
|
|
|
|
|
914
|
|
852
|
|
Borrowing
facilities
As at 31
December 2023, the Group had total facilities of €51.5m, due to
expire 31 March 2025, provided by a syndicate of four banks,
comprising a committed revolving credit facility (RCF) of €41.5m
and a €10.0m acquisition line, the latter of which cannot be
utilised to fund operations.
The loans
have a variable, Euribor-based interest rate, increased with a
margin of 1.50% or 1.75%. The revolving credit facilities and the
acquisition financing had a bullet maturity in March
2025.
We are
currently in discussions with our four syndicate banks to increase
our existing RCF from €41.5m to €44.0m with an extension of the
maturity date to 31 March 2029. The acquisition line, which was
drawn down by €3.4m at the year end, will be settled. We expect to
complete the process by the end of April. The covenant requirements
in the RCF will remain unchanged from the current RCF agreement,
details of which are provided below.
The Group
manages its banking arrangements centrally through cross-currency
cash pooling. Funds are swept daily from its various bank accounts
into central bank accounts to optimise the Group's net interest
payable position.
The
facilities remain subject to the following covenants which are in
operation at all times:
-
Net debt to underlying EBITDA ratio of 3.5x;
-
Underlying EBITDA to interest ratio of minimum 4x; and
-
Solvency (total assets less goodwill/total equity less goodwill)
greater than 25%.
Net cash
at the year end, pre IFRS16 leases, was £1.7m (31 December 2022:
£2.4 million debt) with the RCF unutilised, leaving headroom of
£40.7m excluding the undrawn acquisition line.
As at 31
December 2023 and throughout the financial year, all covenant
requirements were met with significant headroom across all three
measures.
Net
debt reconciliation
|
|
As at 31
December
|
|
|
|
Unaudited
2023
|
|
2022
|
|
|
|
£'000
|
|
£'000
|
|
Net debt
|
|
|
|
|
|
Cash and
cash equivalents
|
|
4,642
|
|
6,035
|
|
Borrowings
|
|
(2,933)
|
|
(8,426)
|
|
Lease
liabilities
|
|
(2,943)
|
|
(3,011)
|
|
Total
|
|
(1,234)
|
|
(5,402)
|
|
|
|
Liabilities from financing
activities
|
|
|
Other
assets
|
|
|
|
|
|
Borrowings
|
|
Leases
|
|
|
Cash
|
|
|
Total
|
|
|
|
£'000
|
|
£'000
|
|
|
£'000
|
|
|
£'000
|
|
Net debt as at 1 January
2022
|
|
(9,244)
|
|
(1,720)
|
|
|
5,633
|
|
|
(5,331)
|
|
Financing
cash flows
|
|
1,320
|
|
1,086
|
|
|
614
|
|
|
3,020
|
|
New
leases
|
|
−
|
|
(2,142)
|
|
|
−
|
|
|
(2,142)
|
|
Foreign
exchange adjustments
|
|
(148)
|
|
(145)
|
|
|
(212)
|
|
|
(506)
|
|
Interest
expense
|
|
(354)
|
|
(90)
|
|
|
−
|
|
|
(444)
|
|
Net debt as at 31 December
2022
|
|
(8,426)
|
|
(3,011)
|
|
|
6,035
|
|
|
(5,402)
|
|
Financing
cash flows
|
|
5,780
|
|
1,073
|
|
|
(1,528)
|
|
|
5,325
|
|
New
leases
|
|
−
|
|
(941)
|
|
|
−
|
|
|
(941)
|
|
Foreign
exchange adjustments
|
|
241
|
|
54
|
|
|
135
|
|
|
430
|
|
Interest
expense
|
|
(528)
|
|
(118)
|
|
|
−
|
|
|
(646)
|
|
Net debt as at 31 December
2023 (Unaudited)
|
|
(2,933)
|
|
(2,943)
|
|
|
4,642
|
|
|
(1,234)
|
|
14. Accrued charges
and contract liabilities
Accrued
charges and contract liabilities consists of the
following:
|
|
For the year ended
31 December
|
|
|
|
Unaudited
2023
|
|
2022
|
|
|
|
£'000
|
|
£'000
|
|
Accrued
charges
|
|
286
|
|
777
|
|
Contract
liabilities - due within one year
|
|
873
|
|
512
|
|
Other
|
|
−
|
|
(13)
|
|
Total due within one
year
|
|
1,159
|
|
1,276
|
|
Contract liabilities - due
after one year
|
|
293
|
|
372
|
|
Accrued
charges of £286k (2022: £777k)
mainly include Ecuphar NV (£89k), Belphar (£20k) and UK (£166k) and
are mostly related to payroll and accrued bank interest
costs.
Contract
liabilities are liabilities that arise from certain services sold
by the Group's subsidiary Identicare Limited.
Historically, and in return for a single upfront payment,
Identicare Limited committed to providing certain database, pet
reunification and other support services to customers over the life
of the pet. There is no contractual restriction on the number of
times the customer makes use of the services. At the commencement
of the contract, it is not possible to determine how many times the
customer will make use of the services, nor does historical
evidence provide indications of any future pattern of use. As such,
income is recognised evenly over the term of the contract,
currently between five and 14 years.
Throughout 2023, Identicare Limited also operated both monthly and annual
subscription-based services to pet owners, with income recognised
accordingly over the period of the subscription.
Movements in the Group's contract
liabilities tables outstanding:
|
|
For the year ended 31
December
|
|
|
Unaudited
2023
|
|
2022
|
|
|
£'000
|
|
£'000
|
Balance
at the beginning of the year
|
|
884
|
|
843
|
Contract
liabilities to following years
|
|
815
|
|
418
|
Release
of contract liabilities from previous years
|
|
(533)
|
|
(377)
|
Balance at the end of the
year
|
|
1,166
|
|
884
|
The
contract liabilities fall due as follows:
|
|
For the year ended 31
December
|
|
|
|
Unaudited
2023
|
|
2022
|
|
|
|
£'000
|
|
£'000
|
|
Within
one year
|
|
873
|
|
512
|
|
After one
year
|
|
293
|
|
372
|
|
Balance at the end of the
year
|
|
1,166
|
|
884
|
|
15. Equity
Share
Capital
|
|
|
|
For the year ended
31 December
|
Number of
shares
|
|
|
|
Unaudited
2023
|
|
2022
|
Allotted,
called up and fully paid ordinary shares of 20 pence
each
|
|
|
|
60,107,926
|
|
60,092,161
|
|
|
|
|
For the year ended
31 December
|
|
|
|
|
Unaudited
2023
|
|
2022
|
|
|
|
|
£'000
|
|
£'000
|
Allotted,
called up and fully paid ordinary shares of 20 pence
each
|
|
|
|
12,022
|
|
12,019
|
The
following share transactions have taken place during the year ended
31 December 2023:
|
|
|
|
For the year ended
31 December
|
|
|
|
|
Number
of shares
|
|
£'000
|
At 1
January 2023
|
|
|
|
60,092,161
|
|
12,019
|
Exercise
of share options
|
|
|
|
15,765
|
|
3
|
At 31 December 2023
(Unaudited)
|
|
|
|
60,107,926
|
|
12,022
|
Dividends
|
|
For the year ended
31 December
|
|
|
Unaudited
2023
|
|
2022
|
|
|
£'000
|
|
£'000
|
Ordinary
final dividend as at 31 December 2021 of 2.4 pence per
share
|
|
−
|
|
1,442
|
Ordinary
interim dividend paid as at 31 December 2022 of 2.0 pence per
share
|
|
−
|
|
1,202
|
Ordinary
final dividend as at 31 December 2022 of 2.4 pence per
share
|
|
1,442
|
|
−
|
Ordinary
interim dividend paid as at 31 December 2023 of 2.0 pence per
share
|
|
1,202
|
|
−
|
|
|
2,644
|
|
2,644
|
The
interim dividend of 2.0 pence per share was paid in November
2023.
The Board
is proposing a final dividend of 3.0 pence per share (2022: 2.4
pence per share). Subject to shareholder approval at the Annual
General Meeting to be held on 20 June 2024, the final dividend will
be paid on 19 July 2024 to shareholders whose names are on the
Register of Members at close of business on 21 June 2024. The
ordinary shares will become ex-dividend on 20 June 2024.
16. IFRS 16 Leases
The
balance sheet shows the following amounts relating to leases as at
31 December 2023:
|
Unaudited
As at 31 December
2023
|
|
As at 31
December 2022
|
|
£'000
|
|
£'000
|
Buildings
|
1,585
|
|
1,639
|
Vehicles
|
1,220
|
|
1,257
|
Other
|
14
|
|
28
|
Total right-of-use
assets
|
2,819
|
|
2,924
|
|
|
|
|
Current
lease liabilities
|
914
|
|
852
|
Non-current lease liabilities
|
2,029
|
|
2,159
|
Total lease
liabilities
|
2,943
|
|
3,011
|
Below are
the carrying amounts of right-of-use assets recognised and the
movements during the year:
|
Land and
buildings
|
|
Vehicles
|
|
Other
|
|
Total
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
Acquisition
value/cost
|
|
|
|
|
|
|
|
As at 1 January
2022
|
1,527
|
|
2,290
|
|
16
|
|
3,833
|
Additions
|
1,343
|
|
678
|
|
30
|
|
2,051
|
Disposals
|
(855)
|
|
(415)
|
|
(14)
|
|
(1,284)
|
Currency
translation
|
104
|
|
128
|
|
1
|
|
233
|
Contract
modifications
|
(5)
|
|
75
|
|
-
|
|
70
|
As at 31 December
2022
|
2,114
|
|
2,756
|
|
33
|
|
4,903
|
Additions
|
-
|
|
678
|
|
4
|
|
682
|
Disposals
|
-
|
|
(682)
|
|
(4)
|
|
(686)
|
Currency
translation
|
(41)
|
|
(50)
|
|
-
|
|
(91)
|
Contract
modifications
|
287
|
|
(5)
|
|
(14)
|
|
268
|
As at 31 December 2023
(Unaudited)
|
2,360
|
|
2,697
|
|
19
|
|
5,076
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
|
As at 1 January
2022
|
(948)
|
|
(1,211)
|
|
(16)
|
|
(2,175)
|
Depreciation charge for the year
|
(358)
|
|
(662)
|
|
(3)
|
|
(1,023)
|
Disposals
|
855
|
|
415
|
|
14
|
|
1,284
|
Contract
modifications
|
-
|
|
27
|
|
-
|
|
27
|
Currency
translation
|
(24)
|
|
(68)
|
|
-
|
|
(92)
|
As at 31 December
2022
|
(475)
|
|
(1,499)
|
|
(5)
|
|
(1,979)
|
Depreciation charge for the year
|
(310)
|
|
(687)
|
|
(4)
|
|
(1,001)
|
Disposals
|
-
|
|
682
|
|
4
|
|
686
|
Currency
translation
|
10
|
|
27
|
|
-
|
|
37
|
As at 31 December 2023
(Unaudited)
|
(775)
|
|
(1,477)
|
|
(5)
|
|
(2,257)
|
|
|
|
|
|
|
|
|
Net book
value
|
|
|
|
|
|
|
|
At 31
December 2022
|
1,585
|
|
1,220
|
|
14
|
|
2,819
|
Below are
the values for the movements in lease liability during the
year:
|
|
Lease
Liability
|
|
|
£'000
|
As at 1 January
2023
|
|
3,011
|
Additions
|
|
677
|
Interest
expense
|
|
118
|
Payments
|
|
(1,073)
|
Modifications
|
|
264
|
Currency
translation adjustment
|
|
(54)
|
As at 31 December 2023
(Unaudited)
|
|
2,943
|
The
following amounts are recognised in the income
statement:
|
Unaudited
For the year ended 31
December 2023
|
|
£'000
|
Depreciation expense of right-of-use assets
|
(1,001)
|
Interest
expense on lease liabilities
|
(118)
|
Gain on
IFRS 16 modification
|
9
|
Expense
relating to short-term leases and low-value assets
|
(180)
|
Total amount recognised in
the income statement
|
(1,290)
|
Cash-flows relating to leases are presented as
follows:
· Cash payments for
the principal portion of the lease liabilities as cash flows from
financing activities;
· Cash payments for
the interest portion consistent with presentation of interest
payments chosen by the Group; and
· Short-term lease
payments, payments for leases of low-value assets and variable
lease payments that are not included in the measurement of the
lease liabilities as cash flows from operating activities.
In the current and prior year, the cashflow for
these items equalled the charge to the income statement.
17. Contingent
liability relating to the sale of Medini NV
On 3 September 2018 Ecuphar NV sold
the wholesale business Medini NV to Vetdis Holding NV (Vetdis)
under a Share Purchase Agreement ("SPA"). In June 2019 Vetdis sent
a letter to Ecuphar claiming that Ecuphar had breached the SPA.
Ecuphar disputes the majority of the claim; however, Ecuphar
considers it likely that a part of the claim, amounting to €157,988
(£139,988), may be valid. Following various discussions and
correspondence, during which the parties were unable to reach any
agreement, Vetdis issued formal court papers on 29 May 2020. A full
court hearing to consider the case took place in the Commercial
Court in Bruges on 2 March 2021. The court did not decide on the
merits of the claim; instead it appointed an expert auditor to
examine the documents and advise the court on the claim. The court,
however ordered Vetdis to pay the current account debt plus
interest at 8%, and on 4 May 2021, Vetdis made a payment of
€432,762 (£383,824). The process involving the expert auditor is
now complete. We expect the court to hold
another hearing and make its decision in summer
2024. Other than the €157,836 (£139,988),
which may be valid, and is written off from the outstanding other
receivable from Vetdis, no further provision in respect of this
matter has been included in the consolidated financial
statements.
18. Subsequent
events
On 28
February 2024 we announced the disposal of our majority
shareholding in Identicare to BG Bidco 21 Limited, a newly
incorporated company owned by funds managed by Bridgepoint Advisors
II Limited, for a cash consideration of £24.9m which was payable
upon completion of this sale. This represents a significant
crystallisation of value for the Group and with it, a significant
further strengthening of our balance sheet.
The
disposal was assessed against the criteria of IFRS 5 Non-Current
Assets Held for Sale and Discontinued Operations and was found to
not meet the criteria for an asset held for sale at the date of the
statement of financial position due to not being assessed as highly
probable at that date as due diligence activities did not commence
until post year end.
19. Annual
Report
This
unaudited preliminary financial information is not being sent to
shareholders. A further announcement will be made when the Annual
Report and Accounts for the year ended 31 December 2023 will be
made available on the Company's website and copies sent to
shareholders.
Further
copies will be available to download on the Company's website at:
www.animalcaregroup.com and will also be available from the
Company's registered office address: Moorside, Monks Cross, York,
YO32 9LB, United Kingdom.