For
immediate release
|
19 June 2024
|
ALLIANCE PHARMA
PLC
("Alliance" or the "Group")
Preliminary
Results for the
year ended 31 December 2023
Strong revenues on H2
recovery, leverage reduced, Board strengthened
Alliance Pharma plc (AIM: APH), the
international healthcare group, presents its preliminary results
for the year ended 31 December 2023 (the "Year" or the "Period").
As previously communicated in our full year trading update on 29
January 2024, a strong second half performance drove record sales
for the Year and further underlying profit expansion. With
continued investment planned to support new product development and
increased marketing, the Group is well positioned for growth over
the medium term.
FINANCIAL SUMMARY
Year ended
|
2023
Underlying
(£m)
|
2023
Reported
(£m)
|
2022
Underlying
(£m)
|
2022
Restated1
(£m)
|
Growth
underlying
|
Growth
reported1
|
Revenue (see-through
basis)2
|
182.7
|
182.7
|
172.0
|
172.0
|
6%
|
6%
|
Revenue (statutory basis)
|
180.7
|
180.7
|
167.4
|
167.4
|
8%
|
8%
|
Gross profit
|
105.0
|
105.0
|
101.7
|
101.7
|
3%
|
3%
|
Profit/(loss) before taxation
("PBT")
|
31.5
|
(48.8)
|
30.3
|
(23.1)
|
4%
|
111%
|
Basic earnings per share
|
4.55
|
(6.13)
|
4.28
|
(3.93)
|
6%
|
56%
|
Free cash
flow2
|
|
21.3
|
|
15.8
|
|
35%
|
Cash from operations
|
|
36.9
|
|
24.9
|
|
48%
|
Net debt2
|
|
91.2
|
|
102.0
|
|
|
Proposed total dividend per
share
|
|
nil
|
|
1.776
|
|
|
OPERATING AND FINANCIAL SUMMARY
· Consumer Healthcare see-through revenue2 up 11% at
constant exchange rates ("CER") to £136.4m (2022: £125.2m) and up
9% on a reported basis.
· Continued strong consumer demand driving significant recovery
in Kelo-Cote franchise revenues in H2, with FY 2023 revenues
reaching £63.2m, +29% CER.
· Prescription Medicine performance broadly stable with revenues
of £46.3m (2022: £46.8m).
· Non-cash impairments of £79.3m due to lowered future cash flow
expectations and higher cost of capital, of which £46.4m relates to
Amberen, £10.3m to Nizoral, and £22.6m to twenty smaller assets in
aggregate.
· The
correction of valuation errors for the prior year has yielded a
£28.3m increase to non-cash impairment charges reported in 2022, of
which £20.0m relates to Amberen and £8.3m to other
intangibles
· Underlying PBT increased 4% to £31.5m (2022: £30.3m) and
reported loss before tax was £48.8m (2022 restated: £23.1m
loss).
· Robust
free cash flow of £21.3m (2022: £15.8m), up 35%.
· Net
debt reduced to £91.2m moving Group leverage to 2.05x at 31
December 2023 (2.69x at 30 June 2023, 2.57x at 31 December
2022).
· Dividend remains paused while Board considers new dividend
policy with cash prioritised for reinvestment in the business to
drive growth.
DEVELOPING OUR BUSINESS
· Strong
performance from latest US acquisition, ScarAway, with £9.9m
revenue, up 20% CER on like-for-like basis, exceeding original
expectations.
· Progress continues to be made on brand innovation, with £3.5m
of revenues from internal development (2022:
£1.7m)
· Leveraged our ecommerce knowledge to broaden the geographic
reach of our ecommerce platforms and enter new markets, with
further expansion planned in 2024.
· Nizoral manufacturing moved from Belgium to Thailand driving
cost savings, improving on time in full order delivery and reducing
carbon emissions.
· 48%
reduction in Scope 1 and 2 emissions (versus 2018 baseline), on
track to meet interim 65% reduction target by 2025 and achieve net
zero in 2030. All scope 1 & 2 emissions offset through carbon
credits.
· Scope
3 emissions target set to achieve net zero by 2044 (versus 2022
baseline), with an interim reduction target of 25% by
2030.
· Re-certified as a Great Place To Work® in UK, US, China and
Singapore.
· Strengthened Board of Directors with appointment of Jeyan
Heper, Martin Sutherland, Richard McKenzie and Eva-Lotta Sjöstedt
and by the post year-end appointments of new Chair, Camillo Pane
and new CEO, Nick Sedgwick
· Successful appeal of Competition and Markets Authority ("CMA")
decision clearing Alliance, Peter Butterfield and John Dawson
former CEOs, of any wrongdoing. £7.9m provision for potential fine
now released.
Camillo Pane, Chair of Alliance, said:
"I am delighted to be joining
Alliance at such an important time for the company. Alliance has a
strong global footprint in several fast growth Consumer Healthcare
categories. Further to the announcement that Peter Butterfield will
be leaving Alliance, I am looking forward to working with our new
CEO, Nick Sedgwick, and, together with the wider management team, I
am focused on ensuring we deliver shareholder value."
Commenting on the results, Andrew Franklin, Chief Financial
Officer of Alliance, said:
"Whilst the audit delay has been
unsatisfactory, it has allowed us to implement a more robust
intangible valuation review process. Despite the
non-cash impairments our portfolio continues to provide a solid
platform from which to grow our Consumer Healthcare brands and
generate strong cash flow. In 2023, we increased marketing
investment, launching award winning advertising campaigns for
Kelo-Cote and MacuShield to accelerate organic sales growth whilst
bringing new products to market. Our revenues through ecommerce are
building strongly, as we strengthen our network of specialist
partners and internal capabilities and enter new
geographies.
"We remain confident in our medium
to long-term performance as we focus our resources on those market
segments in which we already have a strong presence and expertise
in order to drive solid organic revenue growth above that of the
broader Consumer Healthcare market."
Outlook for 2024
Alliance's clear focus on the core
Consumer Healthcare business, in addition to our well-established,
scalable platform, is expected to deliver continued modest revenue
growth. Group performance in the five months to end May is in-line
with the Board's expectation.
As we continue to refine our
strategy we intend to move towards smaller, more regular order
fulfilment, to create a more consistent revenue stream, reducing
the stocking and destocking cycles we've experienced over the last
two years as we've changed distributors, moved manufacturing and
managed through the COVID environment.
In 2024 we will continue to increase
investment in sales, marketing and innovation to maintain our brand
leadership position in key categories.
The Board continues to anticipate
that profits in FY 2024 will be in-line with FY 2023. As in
previous years, performance is expected to be H2 weighted,
particularly in Nizoral.
We remain confident in our ability
to further capitalise on identified organic growth opportunities
within the business and to deliver positive financial performance
which will help drive the de-levering of our balance
sheet.
1 Restated, see note 2 for
further detail
2 The performance of the Group
is assessed using Alternative Performance Measures ("APMs"), which
are measures that are not defined under IFRS, but are used by
management to monitor ongoing business performance against both
shorter term budgets and forecasts and against the Group's longer
term strategic plans. APMs are defined in note
15.
Specifically, see-through revenue includes all sales from
Nizoral as if they had been invoiced by Alliance as principal. For
statutory accounting purposes the product margin relating to
Nizoral sales made on an agency basis is included within Revenue,
in line with IFRS 15.
Underlying measures exclude certain items classed as
non-underlying to allow the Group's financial performance to be
compared more easily against the majority of its peers. For further
detail on non-underlying items please see note 5.
ANALYST MEETING & WEBCAST
A meeting for analysts will be held
at 10:00am this morning, 19 June 2024, at Buchanan, 107 Cheapside,
London EC2V 6DN. For further details, analysts should contact
Buchanan at alliancepharma@buchanan.uk.com
A live webcast of the analyst
meeting will be available at this link:
https://stream.buchanan.uk.com/broadcast/65e0c6b14fdf0119e94f5747
A recording of the webcast will be
made available at the investor section of Alliance's website,
https://www.alliancepharmaceuticals.com/investors/
ANNUAL GENERAL MEETING
This year's AGM will be held at
10:00am on 29 July 2024, at the offices of Buchanan, 107 Cheapside, London EC2V 6DN. Further details will
be included in the Notice of AGM, which will be published
shortly.
For
further information:
Alliance Pharma plc
|
+ 44 (0)1249
466966
|
Head of Investor Relations &
Corporate Communications:
Cora McCallum
|
+ 44
(0)1249 705168
|
ir@allianceph.comk
|
|
|
|
Buchanan
|
+ 44 (0)20 7466
5000
|
Mark Court / Sophie Wills
|
|
alliancepharma@buchanan.uk.com
|
|
|
|
Deutsche Numis (Nominated Adviser and Joint
Broker)
|
+ 44 (0)20 7260
1000
|
Freddie Barnfield / Duncan Monteith
/ Sher Shah
|
|
Investec Bank plc (Joint Broker)
|
+ 44 (0) 20 7597
5970
|
Patrick Robb / Maria Gomez de
Olea
|
|
About Alliance
Alliance Pharma plc (AIM: APH) is a
growing consumer healthcare company. Our purpose is to empower
people to make a positive difference to their health and wellbeing
by making our trusted and proven brands available around the
world.
We deliver organic growth through
investing in our priority brands and channels, in related
innovation, and through selective geographic expansion to increase
the reach of our brands. Periodically, we may look to enhance our
organic growth through selective, complementary
acquisitions.
Headquartered in the UK, the Group
employs around 290 people based in locations across Europe, North
America, and the Asia Pacific region. By outsourcing our
manufacturing and logistics we remain asset-light and focused on
maximising the value we can bring, both to our stakeholders and to
our brands.
For more information on Alliance,
please visit our website: www.alliancepharmaceuticals.com
Introduction
As previously communicated, this
year's audit process has taken longer than anticipated as we faced
a number of challenges from which we have learned valuable lessons.
Deloitte identified some weaknesses in our internal control
environment, including our approach to the valuation of our
intangible brand assets. Whilst the audit delay is unsatisfactory,
it has allowed us time to implement a thorough review of our
processes, and perform more detailed work in respect of
impairments. This enhanced impairment review is now more robust,
and we are working on a plan to ensure we are in a strong position
for future audits.
Trading performance
The Group delivered record
see-through1 revenues in the Period
of £182.7m (2022: £172.0m), up 6% versus the prior period and up 7%
at constant exchange rates ("CER"). Excluding sales from ScarAway
and the US rights to Kelo-Cote in Q1 23, both acquired in March
2022 (the "US Acquisition"), like-for-like see-through revenues
increased 6% CER.
Group revenue was adversely affected
by exchange rate movements throughout 2023, principally the
strengthening of Sterling against the Hong Kong Dollar and Chinese
Yuan, which decreased see-through revenue by approximately £2.1m.
Statutory revenue increased 8% to £180.7m (2022: £167.4m) and up 9%
CER.
Revenue summary
Year ended 31 December
|
2023
£m
|
2022
£m
|
Growth
|
CER growth
|
Kelo-Cote franchise
|
63.2
|
50.0
|
26%
|
29%
|
Amberen
|
11.2
|
14.9
|
-25%
|
-25%
|
Nizoral*
|
21.7
|
21.8
|
-1%
|
3%
|
Other Consumer brands
|
40.3
|
38.4
|
5%
|
5%
|
Total Consumer Healthcare
|
136.4
|
125.2
|
9%
|
11%
|
Prescription Medicines
|
46.3
|
46.8
|
-1%
|
-1%
|
See-through revenue*
|
182.7
|
172.0
|
6%
|
7%
|
LFL Consumer Healthcare see-through revenue*, excl. US
Acquisition
|
133.8
|
125.2
|
7%
|
9%
|
LFL see-through revenue*, excluding US
Acquisition
|
180.1
|
172.0
|
5%
|
6%
|
|
|
|
|
|
Statutory revenue - Consumer
Healthcare
|
134.3
|
120.6
|
11%
|
13%
|
Statutory revenue - Group
|
180.7
|
167.4
|
8%
|
9%
|
LFL Consumer Healthcare statutory revenue, excluding US
Acquisition
|
131.7
|
120.6
|
9%
|
11%
|
LFL Group statutory revenue, excluding US
Acquisition
|
178.1
|
167.4
|
6%
|
8%
|
Consumer Healthcare
Total see-through Consumer
Healthcare revenues for the Year were £136.4m (2022: £125.2m), up
9% on the prior year (+11% CER) benefitting
from an additional quarter of sales from the US
Acquisition. On a
statutory basis, reported Consumer Healthcare revenues were
£134.3m, up 11% from the previous year (2022: £120.6m) and up 13%
CER.
Excluding the impact of the US
Acquisition, like-for-like see-through Consumer Healthcare revenue
increased 7% (+9% CER) to £133.8m, whilst on a statutory basis,
like-for-like Consumer Healthcare revenues increased 9% to £131.7m
(+11% CER).
Kelo-Cote franchise - scar prevention and
treatment
Continued strong consumer demand,
particularly in China, drove significant recovery in Kelo-Cote
franchise revenues in H2, following the previously communicated 4%
decline in H1 due to lower order volumes
from our China cross-border partner during a period of destocking.
Consequently, FY23 revenues increased 29%
CER to £63.2m (2022: £50.0m).
Whilst revenues in China make up
over 66% of the total Kelo-Cote franchise, we saw strong growth in
smaller markets where we are beginning to leverage our global
presence to drive targeted consumer activation campaigns. Our first
UK outdoor campaign was particularly successful, increasing sales
in the UK by 36% in the year versus 2022, and was followed by a
multimedia digital marketing campaign. The assets for this campaign
were designed to have global appeal and will be used in other
geographies this year.
Our most recent acquisition of the
US rights to ScarAway and Kelo-Cote (which completed in March
2022), created the Group's first fully global brand. The
integration of both assets has gone very smoothly with full
transition completed in just four months. ScarAway sales reached
£9.9m in 2023, exceeding our expectations to rise 20% CER on a
like-for-like basis as we increased marketing investment behind the
brand and worked with our CMO partner to bring key SKUs to market
that had been discontinued by the previous owner. We continue to
see opportunities for further growth and range
extensions.
Recent new product introductions
across the Kelo-Cote franchise are performing well with a second
year of strong revenues for Kelo-Cote Kids in APAC. In Q1 24, we
launched ScarAway Kids and ScarAway Acne Scar Gel in the US on
Amazon, whilst further activation campaigns are planned for
recently launched Kelo-Cote Sheets.
Starting this year, our ambition is
to move towards smaller, more regular order fulfilment, to create a
more consistent revenue stream, reducing the stocking and
destocking cycles we've experienced over the last two years. This
is expected to yield mid-single digit revenue growth for the
Kelo-Cote franchise in 2024, before returning to double-digit
growth from 2025.
Nizoral - medicated anti-dandruff shampoo
Nizoral revenues increased 3% CER to
£21.7m (2022: £21.8m) reflecting both market share and distribution
gains. Performance in 2023 showed marked volatility in growth in H1
versus H2 due to the timing of distributor orders received in 2022.
H1 revenues grew 40% CER versus H1 22, benefitting from the
aforementioned timing and some inventory build ahead of a move in
manufacturer, whereas H2 revenues declined 18% CER, limiting
overall growth in the year.
Having completed the transfer of all
the marketing authorisations from Johnson & Johnson ("J&J")
to Alliance in 2022 we were able to bring in a new distributor and
begin the process to consolidate manufacturing in Asia in 2023. Our
new Chinese distributor has identified
strong growth opportunities through expanding the brand's reach,
supported by our marketing initiatives. A new out-of-home campaign
was launched in the top nine cities in China in August focused on
new user recruitment and was supported by our distributor partner's
in-store promotional activity.
The roll-out of our strategic brand
plan for Nizoral is now well underway, with consumer activation
campaigns ongoing across a number of other territories where
Nizoral commands a market leading position, including Australia,
South Korea, Thailand and the Philippines. These campaigns are run
in partnership with our local distributors, as part of a growth
strategy centred around consumer and healthcare professional
activation, e-commerce, and I&D. We launched new, modernised
packaging in Thailand, designed to appeal to a younger audience,
with marketing focussed on social media platforms popular with this
demographic. This new packaging will be launched in other markets
in 2024.
During the year we also selected a
new manufacturer in Thailand and have now completed the transfer of
manufacturing from J&J's site in Belgium. We anticipate that
this will deliver advantages through COGS reductions, improvements
in on time, in full, order fulfilment and reduced carbon
emissions. We expect further reductions in
carbon emissions through changes to product packaging.
The inventory build in H1 23 to
secure supply during the move to the new manufacturer began to
unwind in H2 23, and continued to do so through H1 24. Whilst we
anticipate a strong H2 24 as we launch new products, sales for FY
2024 are expected to be broadly in line with FY 2023.
As part of our annual impairment
review, we have adopted a more conservative approach and lowered
future growth expectations for Nizoral until we have greater
certainty on consumer response to our marketing campaigns and new
product launches. We have therefore impaired the carrying value of
Nizoral by £10.3m.
Amberen - vitamin mineral supplement (VMS) for the relief of
menopause symptoms in the US
Amberen revenues declined 25% CER to
£11.2m (2022: £14.9m) and fell 6% CER on an
underlying basis (excluding the leading discount store account that
was lost in 2022). Whilst this performance was below our
expectations at the beginning of the Year, it reflects challenging
conditions in both the wider US consumer market and specific issues
with Amazon. These included a change to the
billing for Amazon's warehouse space and its' price comparison
approach, in addition to the delisting of the perimenopause
product, albeit for a few months, due to the incorrect application
of an algorithm that screens advertising claims.
Despite these challenges, Amberen
revenues on Amazon still grew strongly in the period, but lagged
total category growth which was driven primarily by new entrants.
The bricks and mortar market for VMS menopause relief continues to
decline, falling 7% in value terms in 2023 as consumers pivot to
ecommerce platforms.
As a consequence of 2023
performance, and as part of the annual impairment review, we have
reassessed the expected future cash flows generated by Amberen,
taking into account future planned innovation launches, marketing
investment, increased competition and a higher cost of capital due
to the overall increase in borrowing rates. Whilst Amberen
continues to remain a profitable and cash generative brand, we have
further impaired the carrying value of Amberen by
£46.4m.
We remain focussed on addressing
these brand and marketplace issues, through strengthening both the
internal and external capabilities in ecommerce and digital
marketing. We have also increased the level of marketing support to
revert the brand to growth. Amberen for menopause
remains the largest SKU in value terms across the category in the
US and we are focused on developing an
innovation pipeline, to underpin the growth of the brand in the
longer-term and widen the product
range to cover a multiple set of benefits in line with consumers'
needs.
We have also undertaken a review of
the valuation of Amberen in the 2022 accounts to correct for errors
noted in the valuation model. Adjusting for these corrections in
the prior year, the impairment charge for Amberen would have
totalled £32.0m for the year ended 31 December 2022, compared to
the £12.0m actually reported. Further information on this prior
year adjustment is set out in Note [2].
Other Consumer Healthcare brands
Our underlying business remains
strong, with Other Consumer Healthcare revenues increasing 5% CER
to £40.3m (2022: £38.4m), despite regulatory delays in some
products impacting stock availability in H1 23. These issues have
now been resolved. We saw particularly
strong growth from Oxyplastine (skin care) and Ashton & Parsons
(teething powder). The robust performance in our Other Consumer
Healthcare brands clearly illustrates the benefits of a diversified
portfolio, and we anticipate mid single-digit growth in this
portfolio of products in 2024.
Prescription Medicines
The Prescription Medicines business
continues to deliver stable revenues with £46.3m (2022: £46.8m), in
the Year, down 1% on the prior year, reflecting a strong recovery
in H2 as expected, as previously out of stock products became
available. Our two largest prescription
brands Hydromol (emollient for the treatment of eczema) and
Forceval (nutritional supplement), both performed well in the year
delivering record sales of £9.0m and £6.6m respectively.
Profit and loss development
Whilst see-through revenues
increased 6% in the Year, gross profit increased 3% to £105.0m
(2022: £101.7m) due to a less favourable product mix (comprising
fewer higher margin Amberen sales and the impact of regulatory
delays in some products restricting stock availability in H1 2023),
and an increase in warehouse and distribution costs primarily
related to Amazon in the US. Gross margin reduced by 160 basis
points to 57.5% of see-through revenue (2022: 59.1%) and gross
margin relative to statutory revenue was 58.1% (2022:
60.8%).
However, through robust control of
the costs we actively manage, operating costs (defined as
underlying administration and marketing expenses, excluding
depreciation and underlying amortisation charges) decreased 5%
versus the prior year to £59.1m (2022: £62.3m).
With a £0.8m increase in share
option charges versus prior year (2023: £0.9m, 2022: £0.1m),
underlying earnings before interest, taxes, depreciation, and
underlying amortisation (EBITDA) increased 15% to £45.0m (2022:
£39.2m), whilst underlying operating profit (EBIT) increased by 17%
to £41.9m (2022: £35.7m). Reported operating loss increased by
£20.8m to give a £38.4m loss (2022 restated: £17.7m loss), after
non-underlying items of £80.3m (2022 restated: £53.4m).
Net finance costs of £10.4m include
a £4.6m increase in interest payable to £10.0m (2022: £5.4m), due
to an increase in borrowing costs, reflecting the rise in interest
rates together with net exchange losses of £0.5m (negligible gain
in 2022).
As a result of higher finance costs,
underlying profit before tax increased by only 4% to £31.5m (2022:
£30.3m), resulting in a 40 basis point margin reduction to 17.2% of
see-through revenues. Reported profit before tax decreased to a
£48.8m loss (2022 restated: £23.1m loss), primarily due to higher
non-underlying impairment charges in 2023.
With an underlying tax charge of
£6.9m (2022: £7.2m) equating to an underlying effective tax rate of
22.0% (2022: 23.9%), underlying basic earnings per share increased
6% to 4.55p (2022: 4.28p). Reported basic earnings per share was a
loss of 6.13p (2022 restated: 3.93p loss) due to the impact from
non-underlying items on reported earnings in 2023 versus
2022.
Further detail on non-underlying
items is provided below and in note 5.
Non-underlying items
Non-underlying items in the year
principally comprised amortisation charges for Prescription
Medicines and certain other brand assets, together with impairment
charges identified as a result of the annual impairment review (see
note 5).
For 2023, impairment charges of
£79.3m includes a charge of £46.4m in relation to Amberen, together
with £32.9m relating to a number of other products (including
£10.3m for Nizoral) driven by changes to their financial outlook
following certain, previously reported out of stock and regulatory
issues, and the increased cost of capital for the business as a
whole.
Post year end and as previously
mentioned, we were successful in our appeal of the CMA decision. As
this is an adjusting post balance sheet event we have removed the
provision relating to the potential fine of £7.9m, accordingly.
This has been recorded as a non-underlying event, consistent with
the treatment when the original accrual was made in
2021.
Balance sheet development
Intangible assets decreased by
£93.4m in the year to £300.0m (31 December 2022 restated: £393.4m)
reflecting non-underlying amortisation and impairment charges of
£86.5m, underlying amortisation of £1.9m and exchange rate-related
revaluation adjustments of £5.0m.
Net working capital at 31 December
2023 was £43.4m, an increase of £5.4m on that at the start of the
year (31 December 2022: £38.0m), primarily reflecting movements in
accounts receivable balances.
Inventories, net of provisions,
increased £1.4m to £25.7m at 31 December 2023 (31 December 2022:
£24.3m).
Accounts receivable increased by
£5.4m to £54.7m, reflecting the timing of sales and cash receipts
in the second half of the year, versus the equivalent period in
2022. Accounts payable was broadly in line with the prior year, up
£1.5m to £37.1m.
Following a comprehensive review of
our brand and intangible assets we have reassessed the carrying
value and identified errors in the impairment review performed in
2022. As a consequence, we increased the 2022 impairment of
intangibles assets by £28.3m. As discussed previously, £20.0m of
this relates to Amberen, whilst £8.3m comprises other assets,
including £3.4m relating to the Flamma franchise.
Cash generation
Free cash flow (see note 15 for
definition) for the year rose 35% to £21.3m (2022: £15.8m), due to
the strong trading performance in H2. Cash generated from
operations increased by 48% to £36.9m (2022: £24.9m).
This solid cash generation supported
a reduction in net debt of £10.8m to £91.2m at 31 December 2023 (31
December 2022: £102.0m), with Group leverage (the ratio of net bank
debt to EBITDA) decreasing to 2.05 times (31 December 2021: 2.57
times). Interest rate cover (the ratio of EBITDA to finance
charges) decreased to 4.82 times (31 December 2022: 7.39 times)
reflecting the increase in net interest cost on rising interest
rates.
Net debt and Group leverage are both
expected to fall further during 2024, particularly in the second
half, with Group leverage expected to be below 2.0 times by the end
of 2024.
Dividend
As detailed in the interim statement
on 26 September 2023, the dividend was paused to allow the Board to
develop a new dividend policy with greater emphasis on reinvestment
in the business to drive growth. Taking account of shareholder
feedback, the Board has decided that no dividend will be declared
for 2023 with cash prioritised for investment in innovation,
development, brand marketing and reducing debt. The Board expects
to provide an update on dividend policy when
appropriate.
Corporate developments
In August we successfully completed
the refinancing of our Revolving Credit Facility, which was
scheduled to mature in July 2024. The facility was agreed with the
Group's existing syndicate of supportive relationship banks.
Through the refinancing we took the opportunity to resize and
reduce the total committed facility by £15m to £150m, whilst
increasing the Accordion by £15m to £65m. The covenants include a
net leverage and interest cover test. The facility is available
until August 2026, with two further one-year extension
options.
On 23 May 2024 we announced the
successful conclusion of our appeal before the Competition Appeal
Tribunal ("CAT") of a decision by the UK Competition and Markets
Authority ("CMA"). In a unanimous judgment, the CAT upheld
Alliance's appeal, finding that there was no agreement to exclude
competition from the market and no breach of competition law. The
CMA's decision and £7.9m penalty imposed on Alliance have been set
aside. In particular, the CAT found that Alliance's two key
witnesses, former Alliance CEOs Pete Butterfield and John Dawson,
were both impressive and compelling, with their evidence singled
out by the Tribunal in its concluding remarks. Director
disqualification proceedings brought by the CMA against the two
former Alliance CEO's, the first limb of which was joined to the
appeal, will also now fall away.
In 2021 we provided for the
potential penalty, but now reverse this provision.
Innovation and Development
(I&D)
In 2023, £3.5m of Group revenues
were generated by products developed and launched by Alliance,
representing 2.5% of total consumer sales in the year and more than
twice the revenues delivered in 2022 (£1.7m). This is a good step
in the right direction and a pleasing performance given that our
dedicated Innovation and Development (I&D) team was only
established in 2021, and validates our decision to invest in it
further.
Kelo-Cote Kids (launched in 2022)
and Canker-X, part of the Aloclair brand franchise (launched in
early 2023), were responsible for the majority of these revenues.
Amberen Advanced Menopause Relief gummy was launched in late
2023.
This year we will double our
investment in I&D as we aim to achieve 10% of Consumer
Healthcare sales through products developed on our I&D platform
within the next five years. New products already launched in 2024
include ScarAway Kids and ScarAway Acne Scar Gel, both in the
US.
In May 2024 we launched a second
gummy in the Amberen range, which uses a different active
ingredient to the original gummy launched in late 2023. This new
gummy aims to promote positive energy, mood and improve sleep,
which is particularly relevant to the perimenopause
market.
Continuing our sustainability
journey
We continue to make good progress
against our environmental sustainability agenda in 2023, setting a
target to reach net zero for all Scope 3 emissions by 2044, with an
interim target of 25% reduction by 2030, in addition to our
previously published target to reach net zero Scope 1 & 2
emissions by 2030. This year we conducted a climate change risk
assessment and scenario analysis to support the publication of our
second voluntary stand-alone TCFD report and more extensive
voluntary TCFD disclosures on our journey to mandatory TCFD
compliance.
During the Year we have invested to
install photovoltaic panels on the roof of our UK Headquarters in
Chippenham. This program of work also includes the installation of
a new, more efficient substation and electric vehicle charging
points. When this work completes and the panels become operational,
we will be able to generate around 25% of our own electricity
needs.
Throughout the Year we developed a
number of social and governance workstreams. We appointed a new
e-learning provider to deliver "gamified", engaging compliance
training to our colleagues, including data protection, unconscious
bias, modern slavery, anti-bribery and corruption and competition
awareness training. We also entered a three-year partnership with
the social enterprise Slave Free Alliance ("SFA"), to safeguard
individuals across our business from modern slavery and human
trafficking, including those in our supply chain. Working with SFA
we carried out a gap analysis, strengthened our Modern Slavery
Statement and provided training to our quality, sourcing and supply
chain teams to help these teams better identify modern slavery "red
flags" during quality audits and supplier site visits.
We implemented a partner code of
conduct in 2022 and, throughout 2023, have worked to ensure that
all of our Contract Manufacturing Organisations (CMOs) and
distributors agree to comply with our code.
We have also introduced an employee
code of conduct, which includes a section on our speak up policy.
To support this, we have engaged Safecall, an independent reporting
helpline to allow colleagues and external partners to raise
concerns anonymously from over 100 countries. The service is
operational for 24 hours a day, seven days a week, and available in
over 60 languages.
Further detail on the progress we
have made with our sustainable business strategy will be provided
in our Online Sustainability Report, which will be published
shortly on our website.
Building a strong alliance of
colleagues
Our business, and the delivery of
our strategy, is only possible due to our network of talented,
dedicated colleagues. We currently employ more than 290 people in
nine locations around the world. We created eight new roles in
2023, including Chief Operating Officer, as we looked to meet our
evolving business needs. This, in addition to the head count
expansion we delivered in 2022, means we now have the right size
organisation to support our medium-term strategy.
We have also continued our talent
development programmes to ensure we attract and retain an
appropriate mix of skilled professionals. In 2023 we welcomed the
second cohort of our graduate and year in industry programmes to
support those at the early stages of their career development,
which also complements our existing apprenticeship programme in the
UK.
Our investment in colleague
engagement continues to pay dividends as evidenced by our
re-certification as a Great Place to Work in the UK, US China and
Singapore. In the 2023 survey we were pleased to have received an
overall Trust Index rating of 74% (2022: 79%) with 73% of
participants globally saying that Alliance was a Great Place to
Work (2022: 82%).
On behalf of the Board, we would
like to thank all those colleagues who helped us to deliver our
achievements in 2023.
Board and executive
changes
Alliance has successfully continued
its journey towards becoming a fast growth Consumer Healthcare
company, with Consumer Healthcare revenues representing 75% of
group revenues in the Period. The Board and executive team have
evolved accordingly in 2023, to ensure that the Group has the right
skills and expertise to align with its longer-term
strategy.
In February 2023, we welcomed Jeyan
Heper to the Alliance Board as an executive in the newly-created
role of Chief Operating Officer. Jeyan has a strong track record of
strategic leadership in the international consumer health market,
overseeing a number of global programs and driving growth in
flagship brands. In his career spanning more than 25 years Jeyan
has held senior executive roles at Procter & Gamble, Danone
Group and Ansell's sexual wellness global business, before it was
spun-out to become Lifestyles Healthcare, a private
equity/pharma-owned company where Jeyan became CEO. Jeyan has
helped to bolster the Group's operational capabilities, identify
growth opportunities, and is supporting the delivery of the
Company's strategy to expand its consumer health presence through
leveraging his experience of e-commerce in China and the US, and
improving operational effectiveness.
The Board was strengthened further
by the appointment of Martin Sutherland as an additional
Independent Non-Executive Director in February 2023. Martin is a
senior executive with over 30 years' experience in global
businesses and is currently Non-executive Chair of Logiq Consulting
Ltd, and a Non-Executive Director at both Forterra plc and XPS
Pensions plc. Prior to this, Martin was CEO of De La Rue PLC.
Martin has a proven track record of delivering growth through new
product innovation, market diversification and international
expansion.
In November 2023, we added a further
two new Independent Non-Executive Directors, Eva-Lotta Sjöstedt and
Richard McKenzie. Eva-Lotta has in-depth
knowledge of global consumer retail, supply chain and digital
transformation and has held leadership roles in consumer-facing
industries across Europe, Japan, China and the USA. From 2016 to
2018, Eva-Lotta was CEO of Georg Jensen, the luxury jewellery and
Scandinavian design brand. Prior to this Eva-Lotta was CEO at
Karstadt, a chain of premium department stores in Germany with a
strong e-commerce presence. She started her career at IKEA,
establishing the business in Japan where she worked for four years
before becoming CEO of IKEA Netherlands and then Deputy Global
Retail Manager. In this role she was responsible for IKEA's global
multi-channel strategy and the implementation of its on and offline
experiences throughout the entire global value chain.
Richard has international
e-commerce, distribution, supply chain and logistics experience in
the consumer, retail and technology sectors, along with particular
expertise in the Asia-Pacific region having lived and worked in
mainland China for 10 years. From 2019 to 2023, Richard was Chief
Commercial Officer and latterly President (Europe and Asia) for
Ocado Solutions, driving the growth of this leading grocery
e-commerce platform globally. Prior to this Richard was a strategy
consultant for OC&C in London and China, building the company's
presence in Asia-Pacific, before becoming a Senior Partner for the
Consumer Goods and Retail practice of Oliver Wyman in Asia Pacific.
During this time, he built extensive experience of the retail
consumer market in China, and Asia-Pacific more broadly.
In February 2024, Jo LeCouilliard
stepped down from the Board with the appointment of Camillo Pane as
the new independent Chair of Alliance. Camillo Pane has over thirty
years of relevant experience. He has held a number of senior
positions at Reckitt Benckiser, including Senior Vice President and
Global Category Officer for Consumer Health, before moving to Coty
Inc, one of the largest beauty companies in the world, where, as
CEO, he led the merger with Procter & Gamble Specialty Beauty.
Most recently, he was Group CEO of Health & Happiness Group, a
global Health and Nutrition company listed on the Hong Kong Stock
Exchange with revenues of around $2bn.
On behalf of the entire Group, we
would like to thank Jo for her contribution to the
business.
On 8 May we announced that Peter
Butterfield, Chief Executive Officer ("CEO"), has decided to leave
the business. After an extensive search, Nick Sedgwick was
appointed as the new CEO and joined Alliance on 13 May
2024.
Nick brings thirty years of consumer
goods experience predominantly in health across European, US and
global roles at major multinational companies such as Reckitt, Coty
and Nestlé. Most recently Nick was Regional Director for UK and
Ireland Consumer Health at Reckitt during which time he increased
revenue and improved profitability in the second largest market for
the company. Prior to this, Nick worked at Coty holding a number of
senior roles including Senior Vice President for Global Sales and
Commercial Capabilities, Senior Vice President Sales for the US
business and General Manager Consumer Beauty for UK and Ireland.
Throughout his career, Nick has worked in multiple countries,
always delivering high revenue growth through consumer-centric
strategies, high performance teams and excellence in
execution.
Outlook for 2024
Group performance in the five months
to end May is in-line with the Board's expectation. Alliance's
clear focus on the core Consumer Healthcare business, in addition
to our well-established, scalable platform, is expected to deliver
continued modest revenue growth.
As we continue to refine our
strategy we intend to move towards smaller, more regular order
fulfilment to create a more consistent revenue stream, reducing the
stocking and destocking cycles we've experienced over the last two
years as we've changed distributors, moved manufacturing and
managed through the COVID environment. This
is expected to yield mid-single digit revenue growth for the
Kelo-Cote franchise in 2024, before returning to double-digit
growth from 2025.
For Nizoral, there was a level of
stock build in H1 23 to secure inventory supply during the move in
manufacturing, which began to unwind in H2 23, a process that has
continued through H1 24. Whilst we anticipate a strong H2 24 as we
launch new products, Nizoral sales for FY 2024 are expected to be
broadly in line with FY 2023.
In 2024 we will continue to increase
investment in sales, marketing and innovation to maintain our brand
leadership position in key categories.
The Board continues to anticipate
that profits in FY 2024 will be in-line with FY 2023. As in
previous years, performance is expected to be H2
weighted.
INCOME STATEMENT
Note
|
Year ended 31 December
2023
|
Year ended 31 December
2022
|
Underlying
£000s
|
Non-Underlying
£000s
(Note 5)
|
Total
£000s
|
Underlying
£000s
|
Non-Underlying
(restated1)
£000s
(Note 5)
|
Total
(restated1)
£000s
|
Revenue
|
3, 15
|
180,680
|
-
|
180,680
|
167,416
|
-
|
167,416
|
Cost of sales
|
|
(75,661)
|
-
|
(75,661)
|
(65,733)
|
-
|
(65,733)
|
Gross profit
|
|
105,019
|
-
|
105,019
|
101,683
|
-
|
101,683
|
Operating expenses
|
|
|
|
|
|
|
|
Administration and marketing
expenses
|
5
|
(60,366)
|
6,147
|
(54,219)
|
(63,955)
|
369
|
(63,586)
|
Amortisation of intangible
assets
|
5
|
(1,903)
|
(7,198)
|
(9,101)
|
(1,964)
|
(7,238)
|
(9,202)
|
Impairment of goodwill and
intangible assets
|
5
|
-
|
(79,252)
|
(79,252)
|
-
|
(46,492)
|
(46,492)
|
Share-based employee
remuneration
|
|
(889)
|
-
|
(889)
|
(92)
|
-
|
(92)
|
Operating profit/(loss)
|
|
41,861
|
(80,303)
|
(38,442)
|
35,672
|
(53,361)
|
(17,689)
|
Finance expense
|
6
|
(10,471)
|
-
|
(10,471)
|
(5,433)
|
-
|
(5,433)
|
Finance income
|
6
|
113
|
-
|
113
|
72
|
-
|
72
|
Net finance expense
|
|
(10,358)
|
-
|
(10,358)
|
(5,361)
|
-
|
(5,361)
|
Profit/(loss) before taxation
|
4
|
31,503
|
(80,303)
|
(48,800)
|
30,311
|
(53,361)
|
(23,050)
|
Taxation
|
5, 7
|
(6,915)
|
22,579
|
15,664
|
(7,234)
|
9,076
|
1,842
|
Loss for the period attributable to equity
shareholders
|
|
24,588
|
(57,724)
|
(33,136)
|
23,077
|
(44,285)
|
(21,208)
|
Earnings per share
|
|
|
|
|
|
|
|
Basic (pence)
|
9
|
4.55
|
|
(6.13)
|
4.28
|
|
(3.93)
|
Diluted (pence)
|
9
|
4.54
|
|
(6.13)
|
4.23
|
|
(3.93)
|
All of the activities of the Group
are classed as continuing.
1 See note 2
for an explanation and analysis of the prior year restatement in
respect of 31 December 2022.
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
|
Year ended
31 December
2023
£000s
|
Year ended
31 December
2022
(restated1)
£000s
|
Loss for the year
|
(33,136)
|
(21,208)
|
Other comprehensive income
|
|
|
Items that may be reclassified to profit or
loss
|
|
|
Foreign exchange translation
differences (gross)
|
(6,221)
|
16,438
|
Foreign exchange translation
differences (deferred tax)
|
1,202
|
(3,589)
|
Interest rate swaps - cash flow
hedge (gross)
|
(1,771)
|
-
|
Interest rate swaps - cash flow
hedge (deferred tax)
|
443
|
-
|
Foreign exchange forward contracts -
cash flow hedge (gross)
|
497
|
111
|
Foreign exchange forward contracts -
cash flow hedge (deferred tax)
|
(122)
|
(28)
|
Total comprehensive deficit for the year
|
(39,108)
|
(8,276)
|
1 See note 2
for an explanation and analysis of the prior year restatement in
respect of 31 December 2022.
CONSOLIDATED BALANCE SHEET
|
Note
|
31 December
2023
£000s
|
31 December
2022
(restated1)
£000s
|
Assets
|
|
|
|
Non-current assets
|
|
|
|
Goodwill and intangible
assets
|
10
|
299,978
|
393,372
|
Property, plant and
equipment
|
|
5,721
|
5,578
|
Deferred tax
|
|
4,648
|
4,117
|
Derivative financial
instruments
|
|
77
|
17
|
Other non-current assets
|
|
404
|
588
|
|
|
310,828
|
403,672
|
Current assets
|
|
|
|
Inventories
|
|
25,711
|
24,286
|
Trade and other
receivables
|
|
54,716
|
49,324
|
Derivative financial
instruments
|
|
1,232
|
157
|
Cash and cash equivalents
|
|
22,436
|
31,714
|
|
|
104,095
|
105,481
|
Total assets
|
|
414,923
|
509,153
|
Equity
|
|
|
|
Ordinary share capital
|
13
|
5,404
|
5,400
|
Share premium account
|
|
151,684
|
151,650
|
Share option reserve
|
|
11,159
|
10,141
|
Other reserve
|
|
(329)
|
(329)
|
Cash flow hedging reserve
|
|
(822)
|
131
|
Translation reserve
|
|
7,411
|
12,430
|
Retained earnings
|
|
43,366
|
86,094
|
Total equity
|
|
217,873
|
265,517
|
Liabilities
|
|
|
|
Non-current liabilities
|
|
|
|
Loans and borrowings
|
11
|
113,646
|
133,744
|
Derivative financial
instruments
|
|
1,771
|
-
|
Other liabilities
|
|
3,200
|
3,415
|
Deferred tax liability
|
|
37,863
|
59,455
|
|
|
156,480
|
196,614
|
Current liabilities
|
|
|
|
Corporation tax
|
|
2,454
|
2,984
|
Trade and other payables
|
|
37,066
|
35,616
|
Derivative financial
instruments
|
|
413
|
-
|
Provisions
|
12
|
637
|
8,422
|
|
|
40,570
|
47,022
|
Total liabilities
|
|
197,050
|
243,636
|
Total equity and liabilities
|
|
414,923
|
509,153
|
1 See note 2
for an explanation and analysis of the prior year restatement in
respect of 31 December 2022.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
Note
|
Ordinary share
capital
£000s
|
Share premium
account
£000s
|
Other
reserve
£000s
|
Cash flow hedging
reserve
£000s
|
Translation
reserve
£000s
|
Share option
reserve
£000s
|
Retained
earnings
£000s
|
Total
equity
£000s
|
Balance 1 January 2022
|
|
5,382
|
151,328
|
(329)
|
48
|
(419)
|
10,058
|
116,418
|
282,486
|
Issue of shares
|
13
|
18
|
322
|
-
|
-
|
-
|
-
|
-
|
340
|
Dividend paid
|
8
|
-
|
-
|
-
|
-
|
-
|
-
|
(9,116)
|
(9,116)
|
Share options charge (including
deferred tax)
|
|
-
|
-
|
-
|
-
|
-
|
83
|
-
|
83
|
Transactions with owners
|
|
18
|
322
|
-
|
-
|
-
|
83
|
(9,116)
|
(8,693)
|
Loss for the year
(restated1)
|
|
-
|
-
|
-
|
-
|
-
|
-
|
(21,208)
|
(21,208)
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
Foreign exchange forward contracts -
cash flow hedge (net of deferred tax)
|
|
-
|
-
|
-
|
83
|
-
|
-
|
-
|
83
|
Foreign exchange translation
differences (net of deferred tax)
|
|
-
|
-
|
-
|
-
|
12,849
|
-
|
-
|
12,849
|
Total comprehensive deficit for the year
(restated1)
|
|
-
|
-
|
-
|
83
|
12,849
|
-
|
(21,208)
|
(8,276)
|
Balance 31 December 2022
(restated1)
|
|
5,400
|
151,650
|
(329)
|
131
|
12,430
|
10,141
|
86,094
|
265,517
|
|
|
|
|
|
|
|
|
|
|
Balance 1 January 2023
(restated1)
|
|
5,400
|
151,650
|
(329)
|
131
|
12,430
|
10,141
|
86,094
|
265,517
|
Issue of shares
|
13
|
4
|
34
|
-
|
-
|
-
|
-
|
-
|
38
|
Dividend paid
|
8
|
-
|
-
|
-
|
-
|
-
|
-
|
(9,592)
|
(9,592)
|
Share options charge (including
deferred tax)
|
|
-
|
-
|
-
|
-
|
-
|
1,018
|
-
|
1,018
|
Transactions with owners
|
|
4
|
34
|
-
|
-
|
-
|
1,018
|
(9,592)
|
(8,536)
|
Loss for the year
|
|
-
|
-
|
-
|
-
|
-
|
-
|
(33,136)
|
(33,136)
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
Interest rate swaps - cash flow
hedge (net of deferred tax)
|
|
-
|
-
|
-
|
(1,328)
|
-
|
-
|
-
|
(1,328)
|
Foreign exchange forward contracts -
cash flow hedge (net of deferred tax)
|
|
-
|
-
|
-
|
375
|
-
|
-
|
-
|
375
|
Foreign exchange translation
differences (net of deferred tax)
|
|
-
|
-
|
-
|
-
|
(5,019)
|
-
|
-
|
(5,019)
|
Total comprehensive deficit for
the year
|
|
-
|
-
|
-
|
(953)
|
(5,019)
|
-
|
(33,136)
|
(39,108)
|
Balance 31 December 2023
|
|
5,404
|
151,684
|
(329)
|
(822)
|
7,411
|
11,159
|
43,366
|
217,873
|
1 See note 2
for an explanation and analysis of the prior year restatement in
respect of 31 December 2022.
CONSOLIDATED CASH FLOW STATEMENT
|
Note
|
Year ended
31 December 2023
£000s
|
Year ended
31 December
2022
£000s
|
Cash flows from operating activities
|
|
|
|
Cash generated from
operations
|
14
|
36,934
|
24,929
|
Tax paid
|
|
(5,524)
|
(3,957)
|
Cash flows from operating
activities
|
|
31,410
|
20,972
|
Investing activities
|
|
|
|
Acquisitions and deferred
consideration
|
|
(222)
|
(16,618)
|
Purchase of intangibles
|
|
-
|
(249)
|
Purchase of property, plant and
equipment
|
|
(696)
|
(358)
|
Proceeds from reimbursement of
property costs
|
|
-
|
200
|
Net cash used in investing
activities
|
|
(918)
|
(17,025)
|
Financing activities
|
|
|
|
Interest paid and similar
charges
|
|
(9,433)
|
(4,804)
|
Capital lease payments
|
|
(867)
|
(961)
|
Proceeds from exercise of share
options
|
|
37
|
341
|
Dividend paid
|
8
|
(9,592)
|
(9,116)
|
Loan issue costs
|
|
(1,338)
|
-
|
Proceeds from borrowings
|
|
-
|
14,925
|
Repayment of borrowings
|
|
(18,000)
|
(1,261)
|
Net cash provided used in financing
activities
|
|
(39,193)
|
(876)
|
Net
movement in cash and cash equivalents
|
|
(8,701)
|
3,071
|
Cash and cash equivalents at 1 January
|
|
31,714
|
29,061
|
Exchange losses on cash and cash
equivalents
|
|
(577)
|
(418)
|
Cash and cash equivalents at 31 December
|
|
22,436
|
31,714
|
NOTES TO THE FINANCIAL STATEMENTS
for
the year ended 31 December 2023
1.
General information
Alliance Pharma plc ('the Company')
and its subsidiaries (together "the Group") acquire, market and
distribute pharmaceutical and other medical products. The Company
is a public limited company, limited by shares, registered,
incorporated and domiciled in England and Wales in the UK. The
address of its registered office is Avonbridge House, Bath Road,
Chippenham, Wiltshire, SN15 2BB. The Company is listed on the AIM
stock exchange.
The financial information set out in
the announcement does not constitute the Group's statutory accounts
for the year ended 31 December 2023 or 31 December 2022. The
auditors reported on those accounts and their report was (i)
unqualified, (ii) did not include references to any matters to
which the auditors drew attention by way of emphasis without
qualifying their report and (iii) did not contain statements under
section 498 (2) or (3) of the Companies Act 2006. The statutory
accounts for the year ended 31 December 2023 have not yet been
delivered to the Registrar of Companies.
Going concern
On 15 August 2023, the Group agreed
a new £150.0m fully Revolving Credit Facility ("RCF"), together
with a £65.0m Accordion. The facility was agreed with its existing
syndicate of lenders, replacing the previous RCF which ran through
to July 2024. This new facility is available until August 2026,
with two further one-year extension options.
The RCF is drawn in short- to
medium-term tranches of debt which are repayable within 12 months
of draw-down. Under the terms of the facility agreement, the
lenders are obliged to revolve maturing loans and the Group is not
obliged to make any loan repayments, provided certain conditions
are met, including covenant compliance. Consequently, the Directors
have presented the RCF as a non-current liability.
The Directors have prepared cash
flow forecasts for a period of 12 months from the date of approval
of these financial statements (the going concern period) and these
forecasts indicate that the Group will have sufficient funds, given
the RCF financing available, to meet its liabilities as they fall
due for that period.
Also, the Directors have considered
severe but plausible downside scenarios, including a scenario that
models a 25% reduction in the Group's gross profit in Q4 2024. Even
under this severe but plausible downside scenario, forecasts
indicate that the Group will have sufficient funds to meet its
liabilities as they fall due, and will continue to comply with its
loan covenants throughout the forecast period. The Directors also
considered a reverse stress test scenario which indicates that a
decline in monthly EBITDA against forecast from July 2024 of over
30% would be needed to result in a breach of loan covenants. The
Directors consider this remote. In addition, there are mitigating
actions that Management can take in order to maintain covenant
compliance in even more extreme downside scenarios.
Consequently, the Directors consider
that it is highly unlikely it would be unable to exercise its right
to roll over the debt and are confident that the Group will have
sufficient funds to continue to meet its liabilities as they fall
due for at least 12 months from the date of approval of the
financial statements. The Directors have, therefore, determined it
is appropriate to adopt the going concern basis in preparing the
financial statements.
2.
Prior year restatement
Amberen
The impairment review undertaken for
Amberen as at 31 December 2023 identified errors in the valuation
model used for the prior year impairment assessment, the correction
of which requires a prior year restatement as at 31 December
2022.
This adjustment is regarded as an
error in the impairment review performed as at 31 December 2022,
rather than a change in estimate, as the model did not include
information that was available when the financial statements were
authorised for issue and which could reasonably be expected to have
been obtained and taken into account in the Directors' assessment
of impairment. Due to the materiality of this error, the carrying
value of the Amberen intangible asset and goodwill have been
restated as at 31 December 2022.
The error arises from a combination
of information that was available or could reasonably be expected
to have been obtained at 31 December 2022, and prior to the date
when the financial statements were authorised for issue, in
relation to cash flow assumptions, together with mechanical and
methodology errors within the model. This included errors within
key assumptions, including short-term revenue growth rates,
short-term cost of sales growth rates and terminal value marketing
spend. In addition to this, there were errors relating to long term
growth rates and warehouse and distribution costs. Under IAS 36 the
valuation methodology should also have reflected the fair value
less costs of disposal, including tax benefits that are not entity
specific, since that was higher than the value in use.
Following adjustment for the net
impact of these corrections, the impairment charge and associated
deferred tax credit for Amberen in the prior year would have
totalled £27.6m for the year ended 31 December 2022, compared to
the impairment charge of £12.0m previously recognised. This prior
year adjustment of £15.6m (net of deferred tax) comprises
impairment of goodwill of £5.0m, impairment of brand intangible
asset of £14.9m and deferred tax credit of £4.3m and has been
written off to the consolidated income statement for the year ended
31 December 2022. We have also considered the impact on the 2022
opening position, and concluded the reported goodwill and
intangible asset figures for 31 December 2021 are free from
material error.
Other intangible assets
The impairment reviews undertaken
for other brand goodwill and intangible assets as at 31 December
2023 identified errors in the valuation models used in the prior
year impairment assessment, the correction of which requires a
prior year restatement as at 31 December 2022.
Errors in these other brand goodwill
and intangible assets arose in relation to information that was
available or could reasonably be expected to have been obtained at
31 December 2022, and prior to the date when the financial
statements were authorised for issue, in relation to cash flow
assumptions. Following adjustment for the net impact of these
corrections, the impairment charge in the prior year would have
been £8.3m higher and the related deferred tax credit £1.8m higher
for the year ended 31 December 2022 (net impact £6.5m). This prior
year adjustment has been written off to the consolidated income
statement for the year ended 31 December 2022. We have also
considered the impact on the 2022 opening position, and concluded
the reported intangible asset figures for 31 December 2021 are
free from material error.
The £8.3m impairment charge impact
is summarised by brand below:
Brand
|
Impact of
restatement
£000s
|
Flamma
|
|
3,444
|
Opus Range
|
|
1,849
|
Prochlorperazine
|
|
1,100
|
Others
|
|
1,912
|
Total
|
|
8,305
|
A summary of the impact of the prior
year adjustment on the consolidated income statement and
consolidated statement of comprehensive income for the year ended
31 December 2022 and consolidated balance sheet as at 31 December
2022 is as follows:
Impact on the consolidated income statement
|
Year ended 31 December
2022
|
As previously
reported
£000s
|
Amberen
£000s
|
Other intangible
assets
£000s
|
Restated
£000s
|
Gross profit
|
|
101,683
|
-
|
-
|
101,683
|
Operating expenses
|
|
|
|
|
|
Administration and marketing
expenses
|
|
(63,586)
|
-
|
-
|
(63,586)
|
Amortisation of intangible
assets
|
|
(9,202)
|
-
|
-
|
(9,202)
|
Impairment of goodwill and
intangible assets
|
|
(18,234)
|
(19,953)
|
(8,305)
|
(46,492)
|
Share-based employee
remuneration
|
|
(92)
|
-
|
-
|
(92)
|
Operating profit/(loss)
|
|
10,569
|
(19,953)
|
(8,305)
|
(17,689)
|
Total finance costs
|
|
(5,361)
|
-
|
-
|
(5,361)
|
Profit/(loss) before taxation
|
|
5,208
|
(19,953)
|
(8,305)
|
(23,050)
|
Taxation
|
|
(4,272)
|
4,343
|
1,771
|
1,842
|
Profit/(loss) for the period attributable to equity
shareholders
|
|
936
|
(15,610)
|
(6,534)
|
(21,208)
|
Earnings per share
|
|
|
|
|
|
Impact on Basic (pence)
|
|
0.17
|
(2.88)
|
(1.22)
|
(3.93)
|
Impact on Diluted (pence)
|
|
0.17
|
(2.88)
|
(1.22)
|
(3.93)
|
Impact on the consolidated statement of comprehensive
income
|
Year ended 31 December
2022
|
As previously
reported
£000s
|
Amberen
£000s
|
Other intangible
assets
£000s
|
Restated
£000s
|
Loss for the year
|
|
936
|
(15,610)
|
(6,534)
|
(21,208)
|
Other comprehensive
income
|
|
12,932
|
-
|
-
|
12,932
|
Total comprehensive income/(deficit) for the
year
|
|
13,868
|
(15,610)
|
(6,534)
|
(8,276)
|
Impact on the consolidated balance sheet
|
As at 31 December
2022
|
As previously
reported
£000s
|
Amberen
£000s
|
Other intangible
assets
£000s
|
Restated
£000s
|
Assets
|
|
|
|
|
|
Goodwill and intangible
assets
|
|
421,630
|
(19,953)
|
(8,305)
|
393,372
|
Other assets
|
|
115,781
|
-
|
-
|
115,781
|
Total assets
|
|
537,411
|
(19,953)
|
(8,305)
|
509,153
|
Equity
|
|
|
|
|
|
Retained earnings
|
|
108,238
|
(15,610)
|
(6,534)
|
86,094
|
Other equity
|
|
179,423
|
-
|
-
|
179,423
|
Total equity
|
|
287,661
|
(15,610)
|
(6,534)
|
265,517
|
Liabilities
|
|
|
|
|
|
Deferred tax liability
|
|
65,569
|
(4,343)
|
(1,771)
|
59,455
|
Other liabilities
|
|
184,181
|
-
|
-
|
184,181
|
Total liabilities
|
|
249,750
|
(4,343)
|
(1,771)
|
243,636
|
Total equity and liabilities
|
|
537,411
|
(19,953)
|
(8,305)
|
509,153
|
Impact on the consolidated cash flow
statement
There is no impact on cash generated
from operations and the subsequent consolidated cash flow
statement. The impact on the operating cash reconciliation is shown
below.
|
Year ended 31 December
2022
|
As previously
reported
£000s
|
Amberen
£000s
|
Other intangible
assets
£000s
|
Restated
£000s
|
Profit/(loss) for the
year
|
|
936
|
(15,610)
|
(6,534)
|
(21,208)
|
Taxation
|
|
4,272
|
(4,343)
|
(1,771)
|
(1,842)
|
Amortisation and impairment of
intangibles
|
|
27,436
|
19,953
|
8,305
|
55,694
|
Other movements
|
|
(7,715)
|
-
|
-
|
(7,715)
|
Cash generated from operations
|
|
24,929
|
-
|
-
|
24,929
|
3.
Revenue and segmental information
The Group's reportable segments are
the strategic business units that represent different parts of the
overall product portfolio, these being Consumer Healthcare brands
and Prescription Medicines. The business units are managed
separately as each portfolio requires different expertise to
deliver the corresponding product offering as a result of the
inherently different characteristics of these product
types.
Operating segments reflect the way
in which information is presented to and reviewed by the Chief
Operating Decision Maker ('the CODM') for the purposes of making
strategic decisions and assessing Group-wide performance. The
Group's Board of Directors ('the Board') is the Group's CODM. The
Group evaluates performance of the operational segments on the
basis of revenue and gross profit. Underlying gross profit is
consistent with that reported on a statutory basis. Other than
intangible assets, assets and liabilities are reported to the Board
at Group level and are not separated segmentally.
Revenue information By Brand
|
Year ended
31 December
2023
£000s
|
Year ended
31 December
2022
£000s
|
Consumer Healthcare brands:
|
|
|
Kelo-Cote franchise
|
63,209
|
50,039
|
Amberen
|
11,218
|
14,909
|
Nizoral *
|
19,648
|
17,231
|
MacuShield
|
9,199
|
9,080
|
Aloclair
|
7,959
|
9,272
|
Vamousse
|
4,407
|
4,602
|
Other consumer healthcare
brands
|
18,692
|
15,489
|
Total revenue - Consumer healthcare brands
|
134,332
|
120,622
|
Prescription Medicines:
|
|
|
Hydromol
|
9,042
|
8,070
|
Flamma Franchise
|
5,990
|
6,548
|
Forceval
|
6,606
|
5,872
|
Other prescription
medicines
|
24,710
|
26,304
|
Total revenue - Prescription medicines
|
46,348
|
46,794
|
Total Revenue
|
180,680
|
167,416
|
* Nizoral statutory revenue
includes revenue generated on an agency basis. Nizoral revenue
presented on a see-through income statement basis is included as an
alternative performance measure in note 15.
Revenue information by Geography
Classification by geography is based
on customer location.
Revenue information By Geography
|
Year ended
31 December
2023
£000s
|
Year ended
31 December
2022
£000s
|
Europe, Middle East and Africa
(EMEA)
|
79,199
|
78,920
|
Asia Pacific and China
(APAC)
|
72,422
|
59,186
|
Americas (AMER)
|
29,059
|
29,310
|
Total Revenue
|
180,680
|
167,416
|
Operating Segment Results
|
Year ended 31 December
2023
|
|
Consumer
Healthcare
£000s
|
Prescription
Medicines
£000s
|
Total
£'000s
|
Revenue
|
134,332
|
46,348
|
180,680
|
Cost of Sales
|
(51,605)
|
(24,056)
|
(75,661)
|
Gross Profit
|
82,727
|
22,292
|
105,019
|
|
Year ended 31 December
2022
|
|
Consumer
Healthcare
£000s
|
Prescription
Medicines
£000s
|
Total
£'000s
|
Revenue
|
120,622
|
46,794
|
167,416
|
Cost of Sales
|
(43,019)
|
(22,714)
|
(65,733)
|
Gross Profit
|
77,603
|
24,080
|
101,683
|
Major customers
The net revenues from the Group's
largest customers in the year ended 31 December 2023 (customers
separately comprising more than 10% of the Group's revenue) are as
follows.
|
Year ended
31 December
2023
£000s
|
Year ended
31 December
2022
£000s
|
Major customer 1 (Consumer
healthcare sales in APAC)
|
21,201
|
17,898
|
Major customer 2 (Consumer
healthcare sales in APAC)
|
20,200
|
14,342
|
4.
Profit before taxation
Profit before taxation is stated after
charging/(crediting):
|
Year ended
31 December
2023
£000
|
Year ended
31 December
2022
(restated1)
£000
|
Amounts receivable by the Company's
auditor and its associates in respect of
|
|
|
- The audit of these financial
statements
|
1,388
|
480
|
- The audit of the financial
statements of subsidiaries
|
269
|
220
|
- Other assurance services (covenant
compliance and other regulatory compliance services)
|
21
|
17
|
Amortisation of intangible
assets
|
9,101
|
9,202
|
Impairment of intangible
assets
|
79,252
|
46,492
|
CMA provision release
|
(7,900)
|
-
|
Share options charge
|
889
|
92
|
Depreciation of plant, property and
equipment
|
1,225
|
1,558
|
Loss/(gain) on foreign exchange
transactions
|
480
|
(56)
|
1 See note 2
for an explanation and analysis of the prior year restatement in
respect of 31 December 2022.
5.
Non-underlying items
The Group presents a number of
non-IFRS measures which exclude the impact of significant
non-underlying items. This is to provide investors with a view of
the measures used by management to monitor the ongoing business
performance, and can exclude items such as: amortisation and
impairment of acquired intangible assets; restructuring costs;
significant gains or losses on disposal; one-off project costs;
remeasurement and accounting for the passage of time in respect of
contingent considerations; and the revaluation of deferred tax
balances following substantial tax legislation changes. This
assessment requires judgement to be applied by the Directors as to
which transactions are non-underlying and whether this
classification enhances the understanding of the users of the
financial statements.
|
Year ended
31 December
2023
£000s
|
Year ended
31 December
2022
(restated1)
£000s
|
Amortisation of intangible
assets
|
(7,198)
|
(7,238)
|
Impairment of goodwill and
intangible assets
|
(79,252)
|
(46,492)
|
CMA provision release
|
7,900
|
-
|
Other
|
(1,753)
|
369
|
Total non-underlying items before taxation
|
(80,303)
|
(53,361)
|
Taxation on non-underlying
items
|
22,579
|
9,076
|
Total non-underlying items after taxation
|
(57,724)
|
(44,285)
|
1 See note 2
for an explanation and analysis of the prior year restatement in
respect of 31 December 2022.
Amortisation of intangible assets
The amortisation costs of acquired
intangible assets are a significant item considered unrelated to
trading performance, and as such have been presented as
non-underlying. This classification is in line with the majority of
peer companies of the Group.
Impairment of goodwill and intangible assets
As a result of the impairment review
for the year ended 31 December 2023, the following impairment
charges were identified:
· Goodwill and Consumer Healthcare brand relating to Amberen™
impaired by £46.4m, gross of £13.5m deferred tax credit (2022:
£31.9m restated) following reassessment of the expected future cash
flows generated, taking into account past performance, contractual
arrangements and cost estimates, including marketing spend, and a
higher cost of capital due to the overall increase in borrowing
rates.
· Consumer Healthcare brand relating to Nizoral impaired by
£10.3m (2022: £nil), following reassessment of the expected future
cash flows generated, taking into account past performance,
contractual arrangements and cost estimates, including marketing
spend, and a higher cost of capital due to the overall increase in
borrowing rates.
· Following impairment indicators identified, Prescription
Medicine brand and distribution rights assets with a finite life
and associated goodwill have been impaired by £16.2m (2022: £13.1m
restated) due to viability of future sales in the current market,
increasing costs resulting from changes in the regulatory
framework, and a higher cost of capital due to the overall increase
in borrowing rates.
· Following impairment indicators identified, Other Consumer
Healthcare brand and distribution rights assets with a finite life
have been impaired by £6.3m (2022: £1.5m restated) due to viability
of future sales in the current market.
The impairment losses are
significant items resulting from changes in assumptions for future
recoverable amounts. As such they are considered unrelated to
trading performance and have been presented as non-underlying,
consistent with the treatment in prior years.
CMA
provision release
The provision of £7.9m relating to
the CMA Infringement Decision has been released following the
announcement that the Group's appeal had been upheld. This is
detailed further in note 12. This is considered unrelated to 2023
trading performance, and has been presented as
non-underlying.
Other non-underlying items
Other non-underlying costs relate to
one-off legal and professional costs. These costs are significant
items considered unrelated to trading performance, and as such have
been presented as non-underlying.
6.
Finance income and expense
|
Year ended
31 December
2023
£000s
|
Year ended
31 December 2022
£000s
|
Finance expense
|
|
|
Interest payable on loans and
overdrafts
|
(9,418)
|
(4,668)
|
Amortised finance issue
costs
|
(461)
|
(648)
|
Interest on lease
liabilities
|
(112)
|
(117)
|
Net exchange losses
|
(480)
|
-
|
|
(10,471)
|
(5,433)
|
Finance income
|
|
|
Interest income
|
113
|
16
|
Net exchange gains
|
-
|
56
|
|
113
|
72
|
Finance expense - net
|
(10,358)
|
(5,361)
|
7.
Taxation
Analysis of the charge for the
period is as follows:
|
Year ended
31 December
2023
£000s
|
Year ended
31 December
2022
(restated1)
£000s
|
Corporation tax
|
|
|
In respect of current
period
|
4,810
|
5,669
|
Adjustment in respect of prior
periods
|
193
|
110
|
|
5,003
|
5,779
|
Deferred tax
|
|
|
Origination and reversal of
temporary differences
|
(20,662)
|
(6,951)
|
Adjustment in respect of prior
periods
|
(5)
|
(670)
|
Taxation
|
(15,664)
|
(1,842)
|
The difference between the total tax
charge shown above and the amount calculated by applying the
standard rate of UK corporation tax to the profit before tax is as
follows:
|
Year ended
31 December
2023
£000s
|
Year ended
31 December
2022
(restated1)
£000s
|
Loss before taxation
|
(48,800)
|
(23,050)
|
Loss before taxation multiplied by
the blended standard rate of corporation tax in the United Kingdom
of 23.50% (2022: 19.00%)
|
(11,468)
|
(4,380)
|
Effect of:
|
|
|
Non-deductible expenses
|
(587)
|
3,777
|
Adjustment in respect of prior
periods
|
188
|
(560)
|
Differences between current and
deferred tax rates
|
(2,963)
|
(2,043)
|
Differing tax rates on overseas
earnings
|
(274)
|
(266)
|
Unrecognised losses
|
(13)
|
(6)
|
Foreign exchange
|
(869)
|
1,427
|
Share options
|
262
|
315
|
Movement in other tax
provisions
|
60
|
(106)
|
Total taxation
|
(15,664)
|
(1,842)
|
1 See note 2
for an explanation and analysis of the prior year restatement in
respect of 31 December 2022.
A change to UK corporation tax was
announced in the Budget on 3 March 2021, increasing the main rate
of UK corporation tax from 19% to 25% with effect from 1 April
2023.
Non-deductible expenses primarily
relate to the release of the provision for the CMA fine, offset by
the impairment/amortisation of certain intangible assets which do
not qualify for tax relief and so represent a permanent
difference.
The Group has calculated 'underlying
effective tax rate' as an alternative performance measure in note
15.
8.
Dividends
|
Year ended 31 December
2023
|
|
Pence /
share
|
£'000s
|
Amounts recognised as distributions to owners in
2023
|
|
|
Interim dividend for the 2022
financial year
|
0.592
|
3,197
|
Final dividend for the 2022
financial year
|
1.184
|
6,395
|
Total dividend
|
1.776
|
9,592
|
|
Year ended 31 December
2022
|
|
Pence /
share
|
£'000s
|
Amounts recognised as distributions to owners in
2022
|
|
|
Interim dividend for the 2021
financial year
|
0.563
|
3,030
|
Final dividend for the 2021
financial year
|
1.128
|
6,086
|
Total dividend
|
1.691
|
9,116
|
9.
Earnings per share (EPS)
Basic EPS is calculated by dividing
the earnings attributable to Ordinary shareholders by the weighted
average number of Ordinary shares in issue during the year. For
diluted EPS, the weighted average number of Ordinary shares in
issue is adjusted to assume conversion of all dilutive potential
Ordinary shares. There are no differences in earnings used to
calculate each measure as a result of the dilutive employee share
options.
A reconciliation of the weighted
average number of Ordinary shares used in the measures is given
below:
|
Year ended
31 December
2023
|
Year ended
31 December
2022
|
Basic EPS calculation
|
540,144,706
|
539,480,306
|
Employee share options
|
1,210,980
|
5,800,317
|
Diluted EPS calculation
|
541,355,686
|
545,280,623
|
As the Group made a reported loss in
the current and prior periods, the dilutive potential Ordinary
shares have not been included in the calculation for Diluted EPS as
the exercise of share options would have the effect of reducing the
loss per share, and therefore is not dilutive. The underlying basic
EPS is intended to demonstrate recurring elements of the results of
the Group before non-underlying items. A reconciliation of the
earnings used in the different measures is given below:
|
Year ended
31 December
2023
£000s
|
Year ended
31 December
2022
(restated1)
£000s
|
Earnings for basic EPS
|
(33,136)
|
(21,208)
|
Non-underlying items (note
5)
|
57,724
|
44,285
|
Earnings for underlying basic
EPS
|
24,588
|
23,077
|
The resulting EPS measures
are:
|
Year ended
31 December
2023
Pence
|
Year ended
31 December
2022
(restated1)
Pence
|
Basic EPS
|
(6.13)
|
(3.93)
|
Diluted EPS
|
(6.13)
|
(3.93)
|
Underlying basic EPS
|
4.55
|
4.28
|
Underlying diluted EPS
|
4.54
|
4.23
|
1 See note 2
for an explanation and analysis of the prior year restatement in
respect of 31 December 2022.
10.
Goodwill and intangible assets
|
Goodwill
£000s
|
Consumer Healthcare brands
and distribution rights
£000s
|
Prescription Medicines brands
and distribution rights
£000s
|
Computer
software
£000s
|
Total
£000s
|
Cost
|
|
|
|
|
|
|
At
1 January 2023
|
|
34,626
|
291,762
|
152,691
|
15,292
|
494,371
|
Exchange adjustments
|
|
(211)
|
(4,410)
|
(394)
|
(26)
|
(5,041)
|
At
31 December 2023
|
|
34,415
|
287,352
|
152,297
|
15,266
|
489,330
|
Amortisation and impairment
|
|
|
|
|
|
|
At 1 January 2023 (as previously
reported)
|
|
13,096
|
9,575
|
46,744
|
3,326
|
72,741
|
Impact of restatement
|
|
6,832
|
15,310
|
6,116
|
-
|
28,258
|
At
1 January 2023 (restated1)
|
|
19,928
|
24,885
|
52,860
|
3,326
|
100,999
|
Non-underlying impairment for the
year
|
|
-
|
63,010
|
16,242
|
-
|
79,252
|
Non-underlying amortisation for the
year
|
|
-
|
438
|
6,760
|
-
|
7,198
|
Underlying amortisation for the
year
|
|
-
|
-
|
-
|
1,903
|
1,903
|
At
31 December 2023
|
|
19,928
|
88,333
|
75,862
|
5,229
|
189,352
|
Net
book amount
|
|
|
|
|
|
|
At
31 December 2023
|
|
14,487
|
199,019
|
76,435
|
10,037
|
299,978
|
At 1 January 2023 (as previously
reported)
|
|
21,530
|
282,187
|
105,947
|
11,966
|
421,630
|
Impact of restatement
|
|
(6,832)
|
(15,310)
|
(6,116)
|
-
|
(28,258)
|
At
1 January 2023 (restated1)
|
|
14,698
|
266,877
|
99,831
|
11,966
|
393,372
|
1 See note 2
for an explanation and analysis of the prior year restatement in
respect of 31 December 2022.
11.
Loans and borrowings
On 15 August 2023, the Group agreed
a new £150.0m fully Revolving Credit Facility, together with a
£65.0m Accordion. The facility was agreed with its existing
syndicate of lenders, replacing the previous RCF which ran through
to July 2024. This new facility is available until August 2026,
with two further one-year extension options. This has been
classified as a non-current liability. The bank facility is secured
by a fixed and floating charge over the Company's and Group's
assets registered with Companies House. The loan commitments are
all 'investment grade' as at the balance sheet date. Pursuant to
its terms, the Group is obliged to deliver a copy of its audited
annual financial statements to the lenders within 120 days of the
year-end. In light of the potential delays caused by the audit
process, the Group sought and received an extension from the
lenders to this obligation, giving the Group until 21 June 2024 to
deliver a copy of its audited annual financial statements to the
lenders, and therefore fulfilling its obligations.
Non-current
|
31 December
2023
£000s
|
31 December
2022
£000s
|
Bank loans:
|
|
|
Secured
|
114,844
|
134,065
|
Finance issue costs
|
(1,198)
|
(321)
|
|
113,646
|
133,744
|
Movement in loans and borrowings
|
31 December
2023
£000s
|
31 December
2022
£000s
|
At 1 January
|
133,744
|
116,060
|
Net (payments)/receipts from
borrowing
|
(18,000)
|
13,664
|
Additional prepaid arrangement
fees
|
(1,338)
|
-
|
Amortisation of prepaid arrangement
fees
|
461
|
648
|
Exchange movements *
|
(1,221)
|
3,372
|
At 31 December
|
113,646
|
133,744
|
* Exchange movements on loans and
borrowings with effective net investment hedges are reported in
other comprehensive income and accumulated in the translation
reserve.
12.
Provisions
|
CMA
provision
£000s
|
Restructuring
provision
£000s
|
Onerous contract
provision
£000s
|
Total
£000s
|
At 1 January 2023
|
7,900
|
522
|
-
|
8,422
|
Charge to income
statement
|
(7,900)
|
-
|
462
|
(7,438)
|
Provisions utilised during the
year
|
-
|
(338)
|
-
|
(338)
|
Exchange differences
|
-
|
(9)
|
-
|
(9)
|
At 31 December 2023
|
-
|
175
|
462
|
637
|
|
|
|
|
|
On 23 May 2019, the UK's Competition
and Markets Authority ("CMA") issued a Statement of Objection
alleging an anti-competitive agreement involving the Group and
certain other pharmaceutical Companies in relation to the sale of
prescription prochlorperazine.
On 3 February 2022, the CMA
announced its finding that four Companies, including Alliance, had
infringed competition law ("the Infringement Decision"). The
Alliance Board fundamentally disagreed with the CMA's finding and
appealed the Infringement Decision at the Competition Appeal
Tribunal (CAT), with those proceedings closing on 4 August
2023.
In a unanimous judgment published on
23 May 2024, the CAT upheld Alliance's appeal, finding that there
was no agreement to exclude competition from the market and no
breach of competition law. The CMA's decision and £7.9m penalty
imposed on Alliance have been set aside. As such, the £7.9m
provision which was recorded at 31 December 2021 has now been
released.
The restructuring provision of £0.2m
at 31 December 2023 (2022: £0.5m) relates to the balance of
restructuring costs in relation to the closure of the Milan office
following a change to the operating model for our direct-to-market
business in Italy in 2022.
The onerous contract provision of
£0.5m at 31 December 2023 (2022: £nil) relates to a contractual
commitment to purchase inventory for which it is uncertain that the
necessary licence for sale will be granted.
The remaining related outflows are
expected to occur in the year ending 31 December 2024.
13.
Share capital
|
Allotted, called up and fully
paid
|
No. of
shares
|
£000s
|
At 1 January 2022 - ordinary shares
of 1p each
|
538,225,524
|
5,382
|
Issued during the year
|
1,769,562
|
18
|
At
31 December 2022 - ordinary shares of 1p each
|
539,995,086
|
5,400
|
Issued during the year
|
394,994
|
4
|
At
31 December 2023 - ordinary shares of 1p each
|
540,390,080
|
5,404
|
Between 1 January 2023 and 31
December 2023 394,994 shares were issued on the exercise of
employee share options (2022: 1,769,562).
The holders of Ordinary shares are
entitled to receive dividends as declared from time to time and are
entitled to one vote per share at meetings of the
Company.
Managing Capital
Our objective in managing the
business's capital structure is to ensure that the Group has the
financial capacity, liquidity and flexibility to support the
existing business and to fund acquisition opportunities as they
arise.
The capital structure of the Group
consists of net bank debt and shareholders' equity. At 31 December
2023 net debt was £91.2m (2022: £102.0m) (note 15), whilst
shareholders' equity was £217.9m (2022: 265.5m
restated).
The business is profitable and
cash-generative. The main financial covenants applying to bank debt
are that leverage (the ratio of net bank debt to EBITDA) should not
exceed 3.0 times, and interest cover (the ratio of EBITDA to
finance charges) should not be less than 4.0 times. The Group
complied with both of these covenants in 2023 and 2022.
Smaller acquisitions are typically
financed using bank debt, while larger acquisitions typically
involve a combination of bank debt and additional equity. The
mixture of debt and equity is varied, taking into account the
desire to maximise the shareholder returns while keeping leverage
at comfortable levels..
14.
Cash generated from operations
|
Year
ended
31 December
2023
£000s
|
Year ended
31 December
2022
(restated1)
£000s
|
Loss for the year
|
(33,136)
|
(21,208)
|
Taxation
|
(15,664)
|
(1,842)
|
Interest payable and similar
charges
|
9,991
|
5,433
|
Interest income
|
(113)
|
(16)
|
Unrealised foreign exchange
gain
|
(423)
|
(56)
|
Depreciation of property, plant and
equipment
|
1,225
|
1,558
|
Amortisation and impairment of
intangibles
|
88,353
|
55,694
|
Change in inventories
|
(1,859)
|
(2,209)
|
Change in trade and other
receivables
|
(6,481)
|
(18,720)
|
Change in trade and other
payables
|
1,937
|
7,281
|
Change in provisions
|
(7,785)
|
(1,078)
|
Share-based employee
remuneration
|
889
|
92
|
Cash generated from
operations
|
36,934
|
24,929
|
1 See note 2
for an explanation and analysis of the prior year restatement in
respect of 31 December 2022.
15.
Alternative performance measures
The performance of the Group is
assessed using Alternative Performance Measures ('APMs'). The
Group's results are presented both before and after non-underlying
items. Adjusted profitability measures are presented excluding
non-underlying items as we believe this provides both management
and investors with useful additional information about the Group's
performance and aids a more effective comparison of the Group's
trading performance from one period to the next and with similar
businesses. In addition, the Group's results are described using
certain other measures that are not defined under IFRS and are
therefore considered to be APMs. These measures are used by
management to monitor ongoing business performance against both
shorter-term budgets and forecasts but also against the Group's
longer-term strategic plans. APMs used to explain and monitor Group
performance are as follows:
Measure
|
Definition
|
Reconciliation to GAAP measure
|
Underlying
EBIT and EBITDA
|
Earnings before interest, tax and
non-underlying items (EBIT also referred to as underlying operating
profit), then depreciation, amortisation and impairment
(EBITDA).
Calculated by taking profit before
tax and financing costs, excluding non-underlying items and adding
back depreciation and amortisation.
EBITDA margin is calculated using
see-though revenue.
|
Note A below
|
Free cash flow
|
Free cash flow is defined as cash
generated from operations less cash payments made for interest
payable and similar charges, capital expenditure and
tax.
|
Note B below
|
Net debt
|
Net debt is defined as the group's
gross bank debt position net of finance issue costs and
cash.
|
Note C below
|
Underlying effective tax
rate
|
Underlying effective tax rate is
calculated by dividing total taxation for the year less impact of
tax rate changes and non-underlying charges, by the underlying
profit before tax for the year.
|
Note D below
|
Operating costs
|
Defined as underlying administration
and marketing expenses, excluding depreciation and underlying
amortisation charges.
|
Note E below
|
See-through
income statement
|
Under the terms of the transitional
services agreement with certain supply partners, Alliance receives
the benefit of the net profit on sales of Nizoral from the date of
acquisition up until the product licences in the Asia-Pacific
territories transfer to Alliance. The net product margin is
recognised as part of statutory revenue.
The see-through income statement
recognises the underlying sales and cost of sales which give rise
to the net product margin, as management consider this to be a more
meaningful representation of the underlying performance of the
business, and to reflect the way in which it is managed
|
Note F below
|
Constant exchange rate (CER)
revenue
|
Like-for-like revenue, impact of
acquisitions and total see-through revenue stated so that the
portion denominated in non-sterling currencies is retranslated
using foreign exchange rates from the previous financial
year.
|
Note G below
|
Like-for-like
|
Like-for-like figures compare
financial results in one period with those for the previous period,
excluding the impact of acquisitions and disposals made in either
period. For 2023, like-for-like revenue excludes the impact of
ScarAway™ and Kelo-Cote™ US generated in the first three months of
2023 following the acquisition in March 2022.
|
Note G below
|
A. Underlying EBIT and
EBITDA
Reconciliation of Underlying EBIT and EBITDA
|
Year Ended 31 December
2023
£000s
|
Year Ended 31 December
2022
(restated1)
£000s
|
Loss before tax
|
(48,800)
|
(23,050)
|
Non-underlying items (note
5)
|
80,303
|
53,361
|
Underlying PBT
|
31,503
|
30,311
|
Finance costs (note 6)
|
10,358
|
5,361
|
Underlying EBIT
|
41,861
|
35,672
|
Depreciation
|
1,225
|
1,558
|
Underlying amortisation
|
1,903
|
1,964
|
Underlying EBITDA
|
44,989
|
39,194
|
Underlying EBITDA margin
|
24.6%
|
22.8%
|
1 See note 2
for an explanation and analysis of the prior year restatement in
respect of 31 December 2022.
B.
Free cash flow
Reconciliation of free cash flow
|
Year Ended
31 December 2023
£000s
|
Year Ended
31 December 2022
£000s
|
Cash generated from operations (note
14)
|
36,934
|
24,929
|
Interest payable and similar
charges
|
(9,433)
|
(4,804)
|
Capital expenditure
|
(696)
|
(407)
|
Tax paid
|
(5,524)
|
(3,957)
|
Free cash flow
|
21,281
|
15,761
|
C.
Net debt
Reconciliation of net debt
|
Note
|
31 December
2023
£000s
|
31 December
2022
£000s
|
Loans and borrowings -
non-current
|
11
|
(113,646)
|
(133,744)
|
Cash and cash equivalents
|
14
|
22,436
|
31,714
|
Net
debt
|
|
(91,210)
|
(102,030)
|
D.
Underlying effective tax rate
Reconciliation of adjusted underlying effective tax
rate
|
Year Ended
31 December 2023
£000s
|
Year Ended
31 December 2022
(restated1)
£000s
|
Total taxation credit for the
year
|
15,664
|
1,842
|
Non-underlying tax credit
|
(22,579)
|
(9,076)
|
Underlying taxation charge for the
year
|
(6,915)
|
(7,234)
|
Underlying profit before tax for the
year
|
31,503
|
30,311
|
Underlying effective tax rate
|
22.0%
|
23.9%
|
1 See note 2
for an explanation and analysis of the prior year restatement in
respect of 31 December 2022.
E.
Operating costs
Reconciliation of operating costs
|
Year Ended
31 December 2023
£000s
|
Year Ended
31 December 2022
£000s
|
Total administration and marketing
expenses
|
(54,219)
|
(63,586)
|
Non-underlying administration and
marketing expenses
|
(6,147)
|
(369)
|
Depreciation
|
1,225
|
1,558
|
Operating costs
|
(59,141)
|
(62,397)
|
F.
See-through income statement
|
2023 statutory
values
£000s
|
See-through
adjustment
£000s
|
2023 see-through
values
£000s
|
Revenue - Consumer healthcare
brands
|
134,332
|
2,032
|
136,364
|
Revenue - Prescription
Medicines
|
46,348
|
-
|
46,348
|
Total Revenue
|
180,680
|
2,032
|
182,712
|
Cost of sales
|
(75,661)
|
(2,032)
|
(77,693)
|
Gross profit
|
105,019
|
-
|
105,019
|
Gross profit margin
|
58.1%
|
-
|
57.5%
|
|
2022 statutory
values
£000s
|
See-through
adjustment
£000s
|
2022 see-through
values
£000s
|
Revenue - Consumer healthcare
brands
|
120,622
|
4,594
|
125,216
|
Revenue - Prescription
Medicines
|
46,794
|
-
|
46,794
|
Total Revenue
|
167,416
|
4,594
|
172,010
|
Cost of sales
|
(65,733)
|
(4,594)
|
(70,327)
|
Gross profit
|
101,683
|
-
|
101,683
|
Gross profit margin
|
60.7%
|
-
|
59.1%
|
There is no impact from the
see-through adjustment on income statement lines below gross
profit.
G.
Constant exchange rate revenue
See-through revenue
|
2023
£000s
|
Foreign
exchange
impact
£000s
|
2023
CER
£000s
|
LFL see-through revenue - Consumer
Healthcare brands
|
133,768
|
2,606
|
136,374
|
LFL see-through revenue -
Prescription Medicines
|
46,348
|
(233)
|
46,115
|
Like-for-like see-through
revenue
|
180,116
|
2,373
|
182,489
|
Impact of acquisitions (ScarAway
& US Kelo-Cote)
|
2,596
|
(245)
|
2,351
|
See-through revenue (Note F)
|
182,712
|
2,128
|
184,840
|
Statutory revenue
|
2023
£000s
|
Foreign
exchange
impact
£000s
|
2023
CER
£000s
|
LFL statutory revenue - Consumer
Healthcare brands
|
131,736
|
2,606
|
134,342
|
LFL statutory revenue - Prescription
Medicines
|
46,348
|
(233)
|
46,115
|
Like-for-like statutory
revenue
|
178,084
|
2,373
|
180,457
|
Impact of acquisitions (ScarAway
& US Kelo-Cote)
|
2,596
|
(245)
|
2,351
|
Statutory revenue (Note F)
|
180,680
|
2,128
|
182,808
|
Peter
Butterfield
Andrew Franklin
Director
Chief
Financial Officer
18 June
2024
18 June 2024