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APH Alliance Pharma Plc

36.30
-0.95 (-2.55%)
16 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Alliance Pharma Plc LSE:APH London Ordinary Share GB0031030819 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -0.95 -2.55% 36.30 36.50 36.55 37.85 36.00 37.05 461,586 16:35:10
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Pharmaceutical Preparations 167.42M 936k 0.0017 214.71 197.15M

Alliance Pharma PLC Full Year Results (9971I)

27/03/2018 7:01am

UK Regulatory


TIDMAPH

RNS Number : 9971I

Alliance Pharma PLC

27 March 2018

 
                                                    27 March 2018 
 

ALLIANCE PHARMA PLC

("Alliance" or the "Group")

Results for the year ended 31 December 2017

Alliance Pharma plc (AIM: APH), the international specialty pharmaceutical company, is pleased to announce its results for the year ended 31 December 2017.

Financial Highlights

   --      Revenue up 6% to GBP103.3m (2016: GBP97.5m) 

o FX effect approximately GBP2.7m, up 3% on constant currency basis

   --      EBITDA* up 3% to GBP26.8m (2016: GBP26.0m) 
   --      Reported pre-tax profit up 28% to GBP28.4m (2016: GBP22.2m) 

o Underlying pre-tax profit up 8% to GBP24.0m (2016: GBP22.2m)

-- Reported basic EPS up 58% to 6.10p (2016: 3.85p) including the impact of the Sinclair settlement income and the effect of tax rate changes, primarily in the US

o Underlying adjusted basic EPS* up 10% to 4.06p (2016: 3.69p)

   --      Free cash flow* up 67% to GBP21.7m (2016: GBP13.0m) 
   --      Net bank debt* of GBP72.3m (2016: GBP76.1m) 

o A reduction in net debt despite the GBP16.0m investment in acquisitions

o Leverage at year end of 2.46 times (Adjusted net debt to EBITDA ratio)

   --      Proposed dividend: 

o Final dividend up 10% to 0.888p per share (2016: 0.807p)

o Full year dividend up 10% to 1.331p per share (2016: 1.210p)

* For definitions of non IFRS alternative performance measures see note 16

Operational Highlights

   --      Strong organic performance, driven by our International Star brands 

o Kelo-cote(TM) , our scar reduction brand, grew 34% to GBP13.3m (2016: 10.0m)

o MacuShield(TM) , the No.1 macular pigment supplement recommended by eye experts, grew 38% to GBP7.3m (2016: GBP5.3m)

-- Agreed a settlement in March 2017 with Sinclair, including GBP5.0m cash compensation, in relation to the material reduction of business in Kelo-stretch(TM)

-- Acquisition of Vamousse(TM) in December 2017, adding a third International Star brand and creating a US operation for the Group

   --      Acquisition of Ametop(TM) in December 2017 to complement our Bedrock portfolio 

-- Now a GBP100m+ revenue business involving operations on three continents, with good progress in Asia Pacific through our distributor network

Commenting on the results, David Cook, Alliance's Chairman, said:

"Following a transformational year in 2016 in which the Sinclair Healthcare Products business was integrated into the Group, the business has delivered strongly in 2017. The strength of cash generation, coupled with the opportunities from our International Star brands, means we are well positioned to pursue growth both organically and through further acquisitions in 2018.

"The year has started well, including the establishment of a US affiliate, and we look forward to leveraging our expanded footprint."

For further information:

 
 Alliance Pharma plc                            + 44 (0) 1249 466966 
 John Dawson, Chief Executive 
  Peter Butterfield, Deputy 
  Chief Executive Officer 
 Andrew Franklin, Chief Financial 
  Officer 
  www.alliancepharma.co.uk 
 www.alliancepharma.co.uk 
                                                    + 44 (0) 20 7466 
 Buchanan                                                       5000 
 Mark Court / Sophie Wills 
  / Gemma Mostyn-Owen 
 
                                                    + 44 (0) 20 7260 
 Numis Securities Limited                                       1000 
 Nominated Adviser: Michael 
  Meade / Freddie Barnfield 
 Corporate Broking: James 
  Black / Toby Adcock 
 
 
                               + 44 (0) 20 7597 
 Investec Bank plc                         5970 
 Corporate Finance: Daniel 
  Adams / Ed Thomas 
 Corporate Broking: Patrick 
  Robb / Rob Baker 
 

Alliance Pharma plc is an international specialty pharmaceutical company.

Headquartered in Chippenham, UK, Alliance commenced trading in 1998 and has been listed on AIM since 2003. Alliance has a strong track record of acquiring established niche products and it currently owns or licenses the rights to approximately 90 pharmaceutical and consumer healthcare products. It has sales in more than 100 countries either directly via its affiliates or through its selected network of distributor partners. Alliance joined the AIM market of the London Stock Exchange in December 2003 and trades under the symbol APH.

Chairman's and Chief Executive's Review

After another year's strong performance we have exceeded GBP100m of revenue for the first time, marking an important milestone in the development of the Group.

Performance by region

UK and Republic of Ireland

Sales in our largest market grew to GBP56.3m, an increase of 4% on a like-for-like basis, driven primarily by MacuShield, which responded well to increased marketing investment and wider distribution, to achieve sales of GBP6.2m (2016: GBP4.6m). Similarly, Kelo-cote performed well during the year, with our renewed focus on the brand generating 38% growth to GBP0.8m. Sales of Hydromol(TM) remained static at GBP7.0m as the emollient market slowed considerably.

Other highlights include our Local Hero brand Lypsyl(TM) , which grew by 32% to GBP1.2m, as a result of a product refresh and increased marketing effort.

Mainland Europe

In aggregate, the sales in our direct European territories (France, Germany, Switzerland, Austria, Italy, Spain and Portugal) were up 2% to GBP20.6m (decreasing by 4% on a constant currency basis relative to 2016). We saw a strong performance from Kelo-cote of GBP3.2m (2016: GBP1.4m), particularly since we repatriated our distribution agreements in France and Italy, but this was offset by distributor stocking patterns in Spain and Italy, primarily for Aloclair(TM) , as we completed livery changes. We are working to solidify our position in these markets. We will evaluate opportunities to introduce Vamousse where appropriate and continue to analyse further acquisition prospects to leverage our footprint.

International

We were particularly pleased with our sales in our International business, which grew by 13% to GBP26.4m compared with 2016 (7% on a constant currency basis). Asia Pacific was the primary engine of growth, with sales increasing by 35% (28% in constant currency) thanks to robust sales of Kelo-cote and Aloclair through our distribution partners. Our Chinese business saw sales grow by 61% (54% in constant currency), with Kelo-cote the principal driver.

Strategy

Our Buy & Build model continues to perform well, providing growth, profitability and cash generation.

A key part of the model is our portfolio strategy. We segment out our high growth International Star brands as the top priority for promotional investment. These are Kelo-cote, our patented scar reduction product, and MacuShield, our supplement product that replenishes the layer of protective pigment on the macula, a critical region at the back of the eye. MacuShield is the No.1 macula pigment supplement recommended by UK eye experts. Following the acquisition at the end of 2017, we now have a third International Star brand in Vamousse, a novel, naturally based, pesticide-free treatment for headlice. Each of these products has international potential. Their individual marketing strategies are created centrally and adapted locally to suit different therapeutic and cultural approaches to treatment.

Vamousse is of special strategic relevance in that it was developed in the US, where it records over 80% of its current sales. Acquiring Vamousse has enabled us to establish a low-risk entry into the world's largest healthcare market with immediate profitability. This will undoubtedly allow us to benefit from further opportunities as we establish ourselves in this major market. Vamousse also has good UK sales, and the brand fits neatly into our existing UK OTC portfolio.

As well as our International Stars, we have several Local Heroes which are national growth brands that excel in one or two markets without necessarily having broader global potential. Examples are Hydromol, our UK dermatology brand; Aloclair, our brand for mouth ulcers that performs very well in Italy and Spain; and Oxyplastine(TM) , a well-known nappy rash product in France and francophone Africa.

Of fundamental importance for providing profitability and cash contribution are our numerous Bedrock products. This part of the portfolio contains around 70 of our 90 brands and provides around 50% of our sales, providing a sustainable base for the business. These products are very well established in market niches and need minimal promotional support. Our Bedrock products were recently boosted by the acquisition of Ametop from Smith & Nephew in December 2017. Ametop is a well-established and widely used local anaesthetic gel, used on the skin prior to injections or cannulations.

We continue to work with the Medicines and Healthcare products Regulatory Agency (MHRA) on Diclectin(TM) , a treatment for nausea and vomiting of pregnancy. We in-licensed the product from the Canadian group, Duchesnay Inc., for the UK in 2015 and for a further nine European territories in 2016. Working with Duchesnay, we believe that we are making good progress in resolving some of the issues initially expressed by the regulator in July 2017. We expect to have more clarity on the regulatory position within the next few months. There are currently no licensed treatments for nausea and vomiting of pregnancy in the UK, highlighting a clear unmet medical need. If approved, Diclectin would represent a sizeable mid-term opportunity, once the initial marketing investments have paid back.

Over and above our organic growth opportunities, we will continue to look for good bolt-on acquisitions that will further enhance our growth. Our ability to conclude such acquisitions is facilitated by our strong cash generation and our falling debt leverage position, as outlined in our financial review. Our ability to integrate acquisitions has been finely honed through 35 deals in the past 20 years.

Operations

Our new enterprise resource planning system, Microsoft AX, is anticipated to be operational by the end of 2018. By bringing several legacy systems onto a single platform that will handle all our financial and supply chain planning and fulfilment activities, this will streamline our processes and provide a scalable platform as we pursue further growth.

We continue to keep a close eye on the unfolding situation with regards to Brexit. Many of our licences for medicines were granted on a national basis, so will remain unaffected. However, we are taking proactive steps to ensure that our regulatory, pharmacovigilance and quality functions can continue to operate effectively in the post Brexit environment. The presence of our European affiliates affords us a good degree of optionality in this respect and we expect minimal changes to our operational cost base as a result.

Working in conjunction with our contract manufacturers, we are also well advanced in our preparations to upgrade our product packs and distribution systems to comply with the forthcoming obligations of the EU Falsified Medicines Directive legislation (FMD), which is designed to prevent counterfeit medicines reaching patients.

People

At Board level, Peter Butterfield was appointed Chief Operating Officer in June 2017, to add to his duties as Deputy Chief Executive. This shift in responsibilities has allowed John Dawson to be able to focus more on outward-facing initiatives, and Peter to continue the transition to CEO. In March we announced that following this planned transition period, Peter will step into the CEO role from the 1 May 2018 and John will become a Non-executive Director. Peter has almost 20 years of commercial and operational healthcare experience, the last eight being spent at Alliance. The Chairman, Andrew Smith, stepped down from the Board on 1 March 2018, and was succeeded by David Cook, who has been a Non-executive Director of the Company for almost four years.

We thank Andrew for his valuable contribution to the Company over the past eleven years that has seen our underlying PBT grow from GBP0.5m to GBP24.0m and our market capitalisation from GBP22m to GBP320m.

To complement our internal promotions, during the year we appointed several external candidates to round out the Group's capabilities. These included Amanda Sicvol, our General Manager for the US market, who joined Alliance Pharma with the acquisition of Vamousse; Chris Delafield, who joined us from Sanofi as the new Global Marketing Head for Kelo-cote; and Chris Chrysanthou, who joined us from Fladgate LLP to create our own in-house commercial legal function.

The performance of the business is built upon the hard work of our valued employees, and we wish to thank all our people for their dedication and contributions to the success of the Group. In addition to our ongoing investment in training and development, in the last couple of years we have enhanced our working environments, with significant refurbishment of our offices in Chippenham, as well as new offices in Madrid, Singapore, and - most recently - in the United States with the establishment of Alliance Pharma Inc. in Cary, North Carolina.

We are delighted to report that in our most recent survey, we received our highest ever rating on employee engagement and look forward to continuing our efforts to make Alliance a great place to work and an employer of choice.

Financial review

Group performance

The Group achieved a strong financial performance with revenue increasing 6% to GBP103.3m (2016: GBP97.5m) and underlying profit before tax increasing 8% to GBP24.0m (2016: GBP22.2m).

The Group's revenue was enhanced by approximately GBP2.7m due to the weakening of Sterling, primarily against the Euro and US Dollar. However, the effect on operating profits was much lower at approximately GBP0.3m due to the natural Euro hedge that exists, whereby Euro-denominated movements in sales are matched by corresponding movements in Euro-denominated cost of goods and operating costs.

Gross profit increased at a faster rate than revenue, increasing 8% to GBP59.0m (2016: GBP54.8m), resulting in a gross margin up 0.8% for the year to 57.1% (2016: 56.3%). The increase in margin percentage resulted from the performance of our International Star growth brands, Kelo-cote and MacuShield, and we expect this trend to continue in 2018.

As planned, the Group increased investment in sales and marketing during 2017, focusing on our International Stars to support sales growth; this additional spend resulted in an increase in administration and marketing costs (excl. depreciation and amortisation) of GBP2.4m to GBP30.8m, representing 29.8% of sales. The IFRS2 share options charge also increased from GBP0.7m to GBP1.5m following the increased number of employees resulting from the Sinclair acquisition.

Earnings before interest, taxes, depreciation and amortisation (EBITDA), as per note 16, increased by 3% to GBP26.8m (2016: GBP26.0m). Excluding the IFRS2 share options charge, EBIDTA increased by 6% to GBP28.2m (2016: GBP26.7m), maintaining its ratio of 27% of sales.

Finance cost

Finance costs reduced by GBP1.6m on the prior year to GBP1.8m (2016: GBP3.4m), due to a reduction in overall gross debt and a release of GBP0.6m estimated deferred consideration (2016: GBP0.8m charge).

The average interest charge on gross debt during the year was 2.96%.

Taxation

The total tax credit for the year of GBP0.5m (2016: GBP4.1m tax charge) is due to several events occurring in 2017: the enacted reduction in Corporate Income Taxes in the US and France reducing our deferred tax balances relating to intangible assets held in these jurisdictions, and the GBP5.0m compensation from Sinclair in respect of Kelo-Stretch. As detailed in note 16, excluding the impact of these events and the residual impact of the UK tax rate reduction results in a revised underlying tax charge of GBP4.8m, representing an effective tax rate (ETR) of 19.8%. This revised ETR is in line with expectations and better reflects the Group's underlying ETR for the foreseeable future.

Sinclair settlement

As announced on 21 March 2017, the Group reached agreement with Sinclair Pharma plc in connection with the material reduction of business in Kelo-Stretch, acquired in 2015. The terms of the compensation agreement were a GBP4.0m cash payment to Alliance (received in April 2017) and a deferred cash payment of a further GBP1.0m to be paid on or before 30 June 2018.

Net compensation of GBP4.4m is recognised as non-underlying exceptional income in the Income Statement, representing the GBP5.0m settlement net of an impairment charge for Kelo-Stretch and associated costs totalling GBP0.6m.

Earnings per share

Reported basic earnings per share increased 58% to 6.10p (2016: 3.85p) due primarily to the Sinclair settlement and the impact of the reduction in the US tax rate.

Adjusting underlying basic earnings per share to exclude non-underlying items and the effect of tax rate changes, this metric increased by 10% to 4.06p (2016: 3.69p). The increase reflects the Group's higher underlying profit after tax and is the measure used by the Board and Management in assessing earnings performance.

Intangible assets

Intangible assets increased by GBP13.8m to GBP278.6m (2016: GBP264.8m) due to the acquisition of the worldwide rights to Ametop announced on 1 December 2017 for $7.5m (GBP5.6m); the acquisition of the worldwide rights to Vamousse announced on 28 December 2017 for estimated consideration of $15.5m (GBP11.6m); and GBP0.5m of development costs; less foreign exchange adjustments of GBP3.4m; and also less the GBP0.5m impairment for Kelo-Stretch described above.

Cash flow and net debt

Demonstrating the strong cash generation of the Group, free cash flow (defined as cash generated from operating activities (excluding non-underlying items) less interest, tax and capital expenditure) increased 67% in 2017 to GBP21.7m (2016: GBP13.0m).

The increase is driven by the trading strength of the Group and the stabilising of working capital in 2017 following its build-up in 2016 after the Sinclair acquisition.

The Group's strong underlying cash generation, together with the GBP4.0m settlement claim receipt from Sinclair, resulted in a reduction in the Group's net debt to GBP72.3m as at 31 December 2017 (31 December 2016: GBP76.1m) despite the GBP16.0m investment in acquisitions.

Consequently, adjusted net debt/EBITDA leverage fell to 2.46 times (2016: 2.83 times) against our covenant limit of 3.0 times (31 December 2016: 3.0 times). As announced in December, we renegotiated our banking covenants, and our net debt to EBITDA covenant has been relaxed from 2.5x to 3.0x for the life of the agreement through to December 2020. Excluding the acquisitions completed in December 2017, our leverage at 31 December 2017 would have been 2.06 times.

Based on current business performance and excluding any acquisitions we may make during the year, we expect leverage to continue to reduce during 2018 to below 2.0 times by the end of the 2018 financial year.

The Group has total bank facilities of GBP100.0m of which GBP50.3m (31 December 2016: GBP66.5m) was drawn on the Term Loan with GBP34.0m (31 December 2016: GBP18.0m) utilised from the Revolving Credit Facility. In addition to this, the Group also has access to a GBP4.5m working capital facility, which was undrawn at 31 December 2017, and an additional undrawn GBP25.0m facility available with bank approval.

Dividend

The Directors propose to maintain the progressive dividend policy and are recommending a final payment of 0.888p per ordinary share to give a total for the year of 1.331p. This represents an increase of 10% on 2016.

The final dividend, subject to approval at the Company's AGM on 24 May 2018, will be paid on 11 July 2018 to shareholders on the register on 15 June 2018.

The level of dividend cover in 2017 remained prudent at over three times. The total dividend payment for the 2017 financial year will be GBP6.3m, including the GBP2.1m interim payment.

Outlook

We ended the year strongly, with good levels of organic growth complemented by the two acquisitions made at the close of the financial year. We see exciting prospects for our newly acquired brand Vamousse, which alongside Kelo-cote and MacuShield increases the growth capacity of the International Star section of our portfolio.

Our geographic operations have been greatly enhanced by the creation of our new affiliate in the US, the world's largest healthcare market, where in the medium term we anticipate finding further good opportunities.

Our strong cash generation and access to debt capital give us firepower to make further acquisitions, in line with our proven strategy, and should we achieve a favourable regulatory outcome in relation to Diclectin, this would further enhance our growth prospects.

We are now a business with more than GBP100m of revenues, an international geographical presence and a strong, capable and ambitious management team. We have the scale and infrastructure in place for further growth and we look forward to the future with great confidence.

Consolidated Income Statement

 
                                                              Year ended                                    Year ended 
                                                             31 December                                   31 December 
                                                                    2017                                          2016 
--------------------  ----  ------------ 
 
 
                                            Non-Underlying                                Non-Underlying 
                                                     (note                                         (note 
                              Underlying                4)         Total    Underlying                4)         Total 
                      Note       GBP000s           GBP000s       GBP000s       GBP000s           GBP000s       GBP000s 
--------------------  ----  ------------  ----------------  ------------  ------------  ----------------  ------------ 
Revenue                  2       103,315                 -       103,315        97,492                 -        97,492 
Cost of sales                   (44,354)                 -      (44,354)      (42,643)                 -      (42,643) 
--------------------  ----  ------------  ----------------  ------------  ------------  ----------------  ------------ 
Gross profit                      58,961                 -        58,961        54,849                 -        54,849 
--------------------  ----  ------------  ----------------  ------------  ------------  ----------------  ------------ 
 
Operating expenses 
Administration and 
 marketing expenses             (31,706)                 -      (31,706)      (28,842)                 -      (28,842) 
Share-based employee 
 remuneration                    (1,453)                 -       (1,453)         (696)                 -         (696) 
Share of Joint 
 Venture 
 profits                              19                 -            19           299                 -           299 
--------------------  ----  ------------  ----------------  ------------  ------------  ----------------  ------------ 
                                (33,140)                 -      (33,140)      (29,239)                 -      (29,239) 
--------------------  ----  ------------  ----------------  ------------  ------------  ----------------  ------------ 
 
Operating profit 
 excluding 
 exceptional 
 item 
 
 Net exceptional                  25,821                 -        25,821        25,610                 -        25,610 
 compensation 
 income                  4             -             4,356         4,356             -                 -             - 
--------------------  ----  ------------  ----------------  ------------  ------------  ----------------  ------------ 
 
Operating profit                  25,821             4,356        30,177        25,610                 -        25,610 
 
Finance costs 
Interest payable 
 and similar charges     5       (3,064)                 -       (3,064)       (3,355)                 -       (3,355) 
Change in deferred 
 consideration           5           618                 -           618         (840)                 -         (840) 
Finance income           5           638                 -           638           804                 -           804 
                                 (1,808)                 -       (1,808)       (3,391)                 -       (3,391) 
--------------------  ----  ------------  ----------------  ------------  ------------  ----------------  ------------ 
 
Profit before 
 taxation                3        24,013             4,356        28,369        22,219                 -        22,219 
Taxation                 6         1,305             (764)           541       (4,127)                 -       (4,127) 
--------------------  ----  ------------  ----------------  ------------  ------------  ----------------  ------------ 
Profit for the year 
 attributable to 
 equity 
 shareholders                     25,318             3,592        28,910        18,092                 -        18,092 
--------------------  ----  ------------  ----------------  ------------  ------------  ----------------  ------------ 
Earnings per share 
Basic (pence)                       5.34                            6.10          3.85                            3.85 
Diluted (pence)                     5.28                            6.03          3.82                            3.82 
--------------------  ----  ------------  ----------------  ------------  ------------  ----------------  ------------ 
 

All of the activities of the Group are classed as continuing.

Consolidated Statement of Comprehensive Income

 
                                         Year ended     Year ended 
                                        31 December    31 December 
                                               2017           2016 
                                            GBP000s        GBP000s 
----------------------------------    -------------  ------------- 
 
 Profit for the year                         28,910         18,092 
 
   Other comprehensive income 
 
   Items that may be reclassified 
   to profit or loss 
 Net foreign exchange (loss)/gain 
  on investment in foreign 
  subsidiaries (net of hedged 
  items)                                    (1,718)          2,076 
 Interest rate swaps - cash 
  flow hedge (net of deferred 
  tax)                                          202          (221) 
 Total comprehensive income 
  for the year                               27,394         19,947 
------------------------------------  -------------  ------------- 
 
 

Consolidated Balance Sheet

 
                                     31 December  31 December 
                                            2017         2016 
 
                               Note      GBP000s      GBP000s 
-----------------------------  ----  -----------  ----------- 
Assets 
Non-current assets 
Goodwill and intangible 
 assets                           7      278,623      264,833 
Property, plant and 
 equipment                                 3,377        1,806 
Joint Venture investment                   1,483        1,464 
Joint Venture receivable                   1,462        1,462 
Deferred tax asset                         2,174        1,709 
Other non-current 
 assets                                      229          180 
                                         287,348      271,454 
Current assets 
Inventories                       8       14,248       15,356 
Trade and other receivables       9       23,695       26,706 
Cash and cash equivalents        10       11,184        7,221 
                                          49,127       49,283 
Total assets                             336,475      320,737 
-----------------------------  ----  -----------  ----------- 
 
Equity 
Ordinary share capital                     4,750        4,726 
Share premium account                    110,252      109,594 
Share option reserve                       5,073        3,306 
Reverse takeover reserve                   (329)        (329) 
Other reserve                              (117)        (319) 
Translation reserve                          390        2,108 
Retained earnings                         83,358       60,177 
-----------------------------  ----  -----------  ----------- 
Total equity                             203,377      179,263 
 
Liabilities 
Non-current liabilities 
Loans and borrowings             12       41,780       57,554 
Other liabilities                13        3,525        1,817 
Deferred tax liability                    26,920       31,442 
Derivative financial 
 instruments                                  63          384 
-----------------------------  ----  -----------  ----------- 
                                          72,288       91,197 
Current liabilities 
Loans and borrowings             12       41,719       25,782 
Corporation tax                            2,436        2,543 
Trade and other payables         11       16,576       21,952 
Derivative financial 
 instruments                                  79            - 
                                          60,810       50,277 
 
Total liabilities                        133,098      141,474 
 
Total equity and liabilities             336,475      320,737 
-----------------------------  ----  -----------  ----------- 
 
 

Consolidated Statement of Changes in Equity

 
                             Ordinary      Share     Reverse                               Share 
                                share    premium    takeover      Other   Translation     option    Retained     Total 
                              capital    account     reserve    reserve       reserve    reserve    earnings    equity 
                              GBP000s    GBP000s     GBP000s    GBP000s       GBP000s    GBP000s     GBP000s   GBP000s 
 
 Balance 1 January 
  2016                          4,682    108,308       (329)       (98)            32      2,610      47,237   162,442 
--------------------------  ---------  ---------  ----------  ---------  ------------  ---------  ----------  -------- 
 
 Issue of shares                   44          -           -          -             -          -           -        44 
 Share premium                      -      1,286           -          -             -          -           -     1,286 
 Dividend paid                      -          -           -          -             -          -     (5,152)   (5,152) 
 Share options 
  charge                            -          -           -          -             -        696           -       696 
--------------------------  ---------  ---------  ----------  ---------  ------------  ---------  ----------  -------- 
 Transactions 
  with owners                      44      1,286           -          -             -        696     (5,152)   (3,126) 
--------------------------  ---------  ---------  ----------  ---------  ------------  ---------  ----------  -------- 
 Profit for the 
  period                            -          -           -          -             -          -      18,092    18,092 
 Other comprehensive 
  income 
 Interest rate 
  swaps - cash 
  flow hedge (net 
  of deferred tax)                  -          -           -      (221)             -          -           -     (221) 
 Foreign exchange 
  translation differences           -          -           -          -         2,076          -           -     2,076 
--------------------------  ---------  ---------  ----------  ---------  ------------  ---------  ----------  -------- 
 Total comprehensive 
  income for the 
  period                            -          -           -      (221)         2,076          -      18,092    19,947 
--------------------------  ---------  ---------  ----------  ---------  ------------  ---------  ----------  -------- 
 Balance 31 December 
  2016                          4,726    109,594       (329)      (319)         2,108      3,306      60,177   179,263 
--------------------------  ---------  ---------  ----------  ---------  ------------  ---------  ----------  -------- 
 
 Balance 1 January 
  2017                          4,726    109,594       (329)      (319)         2,108      3,306      60,177   179,263 
--------------------------  ---------  ---------  ----------  ---------  ------------  ---------  ----------  -------- 
 
 Issue of shares                   24          -           -          -             -          -           -        24 
 Share premium                      -        658           -          -             -          -           -       658 
 Dividend paid                      -          -           -          -             -          -     (5,729)   (5,729) 
 Share options 
  charge (including 
  deferred tax)                     -          -           -          -             -      1,767           -     1,767 
--------------------------  ---------  ---------  ----------  ---------  ------------  ---------  ----------  -------- 
 Transactions 
  with owners                      24        658           -          -             -      1,767     (5,729)   (3,280) 
--------------------------  ---------  ---------  ----------  ---------  ------------  ---------  ----------  -------- 
 Profit for the 
  period                            -          -           -          -             -          -      28,910    28,910 
 Other comprehensive 
  income 
 Interest rate 
  swaps - cash 
  flow hedge (net 
  of deferred tax)                  -          -           -        202             -          -           -       202 
 Foreign exchange 
  translation differences           -          -           -          -       (1,718)          -           -   (1,718) 
--------------------------  ---------  ---------  ----------  ---------  ------------  ---------  ----------  -------- 
 Total comprehensive 
  income for the 
  period                            -          -           -        202       (1,718)          -      28,910    27,394 
--------------------------  ---------  ---------  ----------  ---------  ------------  ---------  ----------  -------- 
 Balance 31 December 
  2017                          4,750    110,252       (329)      (117)           390      5,073      83,358   203,377 
--------------------------  ---------  ---------  ----------  ---------  ------------  ---------  ----------  -------- 
 

Consolidated Cash Flow Statement

 
 
 
                                            Year ended       Year ended 
                                           31 December      31 December 
                                                  2017             2016 
                                    Note       GBP000s          GBP000s 
----------------------------------  ----  ------------  --------------- 
 
Cash flows from operating 
 activities 
Cash generated from operations        14        30,311           19,957 
Tax paid                                       (3,728)          (3,032) 
Cash flows from operating 
 activities                                     26,583           16,925 
----------------------------------  ----  ------------  --------------- 
 
Investing activities 
Interest received                                  104              111 
Dividend received                                    -              300 
Investment in subsidiary                             -                - 
Development costs capitalised          7         (459)            (266) 
Purchase of property, plant 
 and equipment                                 (2,236)          (1,130) 
Loan to Joint Venture                              154          (1,018) 
Exceptional compensation 
 income                                4         4,000                - 
Consideration on acquisitions                 (15,314)          (1,289) 
Deferred contingent consideration 
 on acquisitions                               (2,161)          (4,737) 
----------------------------------  ----  ------------  --------------- 
Net cash from investing 
 activities                                   (15,912)          (8,029) 
----------------------------------  ----  ------------  --------------- 
 
Financing activities 
Interest paid and similar 
 charges                                       (2,678)          (2,822) 
Loan issue costs                                     -            (326) 
Proceeds from exercise 
 of share options                                  682            1,330 
Dividend paid                                  (5,729)          (5,152) 
Receipt from borrowings                         16,000            8,000 
Repayment of borrowings                       (14,730)          (6,495) 
Net cash received from 
 financing activities                          (6,455)          (5,465) 
----------------------------------  ----  ------------  --------------- 
 
Net movement in cash and 
 cash equivalents                                4,216            3,431 
----------------------------------  ----  ------------  --------------- 
 
Cash and cash equivalents 
 at 1 January 2017                               7,221            3,198 
Exchange (loss)/gain on 
 cash and cash equivalents                       (253)              592 
----------------------------------  ----  ------------  --------------- 
Cash and cash equivalents 
 at 31 December 2017                  10        11,184            7,221 
----------------------------------  ----  ------------  --------------- 
 
 

NOTES TO THE FINANCIAL STATEMENTS

1. Basis of preparation

The financial information set out in the announcement does not constitute the Group's statutory accounts for the year ended 31 December 2017 or 31 December 2016. The auditors reported on those accounts; 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 2017 have not yet been delivered to the Registrar of Companies. The statutory accounts for the year ended 31 December 2016 were delivered to the Registrar of Companies on 14 June 2017.

2. Segmental reporting

Operating segments

The Group is engaged in a single business activity of pharmaceuticals. The Group's pharmaceutical business consists of the marketing and sales of acquired products. The Group's Board of Directors ("the Board") is the Group's Chief Operating Decision Maker ("CODM"), as defined by IFRS 8, and all significant operating decisions are taken by the Board. In assessing performance, the Board reviews financial information on an integrated basis for the Group, substantially in the form of, and on the same basis as, the Group's IFRS financial statements.

Geographical information

The following revenue information is based on the geographical location of the customer:

 
                                                                                           Year ended 
                                                                 Year ended 31 December   31 December 
                                                                                   2017          2016 
                                                                                GBP000s       GBP000s 
United Kingdom                                                                   52,355        49,411 
Rest of Europe                                                                   29,982        29,006 
Rest of the World                                                                20,978        19,075 
--------------------  -----------------------------------------------------------------  ------------ 
                                                                                103,315        97,492 
  ------------------  -----------------------------------------------------------------  ------------ 
 

Non-current assets are located within the United Kingdom, France, Italy and the United States of America.

Major customers

During the year there were 2 customers who separately comprised 10% or more of revenue (year ended 31 December 2016: 1).

 
                                                    Year ended 31 December   Year ended 31 
                                                                      2017   December 2016 
                                                                   GBP000s         GBP000s 
Major customer 
 1                                                                  22,542          17,660 
Major customer 
 2                                                                  10,597           9,406 
                                                                    33,139          27,066 
  ---------------  -------------------------------------------------------  -------------- 
 

3. Profit before taxation

Profit before taxation is stated after charging/(crediting):

 
                                                   Year ended 
                                                  31 December   Year ended 31 
                                                         2017   December 2016 
                                                       GBP000          GBP000 
----------------------------------------  -------------------  -------------- 
Fees payable to the Company's 
 auditor for the audit of the Company's 
 annual accounts                                           26              25 
Fees payable by the Group to the 
 Company's auditor for other services: 
- The audit of the financial statements 
 of subsidiaries                                          105             103 
- Corporate finance services (either 
 proposed or entered into) by or 
 on behalf of the Company or any 
 of its associates                                         57               - 
Amortisation of intangible assets                         276              92 
Impairment of intangible assets                           507               - 
Share options charge                                    1,453             696 
Depreciation of plant, property 
 and equipment                                            657             337 
Operating lease rentals - land 
 and buildings                                            769             518 
Research and development                                  169              91 
Gain on foreign exchange transactions                   (534)           (693) 
----------------------------------------  -------------------  -------------- 
 

4. Non-underlying and exceptional items

Non-underlying items are those significant items which the Directors consider, by their nature, are not related to the normal trading activities of the Group. They are therefore separately disclosed as their significant, non-recurring nature does not allow a true understanding of the Group's underlying financial performance. Exceptional items, including settlements and impairments of intangible assets, are also shown as non-underlying items. The non-underlying and exceptional items relate to the following:

 
                                         Year ended    Year ended 
                                        31 December   31 December 
                                               2017          2016 
                                            GBP000s       GBP000s 
-------------------------------------  ------------  ------------ 
Exceptional compensation income               5,000             - 
Associated costs                              (137)             - 
Associated impairment of intangibles          (507)             - 
 Net exceptional compensation income 
  before taxation                             4,356             - 
-------------------------------------  ------------  ------------ 
 

In March 2017, the Group reached a settlement agreement with Sinclair Pharma plc, in connection with the material reduction of business in Kelo-stretch, which was acquired in 2015. The terms of the agreement included a sum of GBP5.0m of which GBP4.0m was paid in 2017 and GBP1.0m is due on or before 30 June 2018. This settlement less associated costs and impairment (note 7) are shown as exceptional items.

5. Finance costs

 
                                                              Year ended 
                                                             31 December   Year ended 31 
                                                                    2017   December 2016 
                                                                 GBP000s         GBP000s 
----------------------------------------------------------  ------------  -------------- 
Interest payable and similar charges 
       On loans and overdrafts                                   (2,719)         (2,868) 
       Amortised finance issue costs                               (303)           (358) 
       Notional interest                                            (42)           (129) 
----------------------------------------------------------  ------------  -------------- 
                                                                 (3,064)         (3,355) 
 
Change in fair value of deferred consideration                       618           (840) 
----------------------------------------------------------  ------------  -------------- 
 
Finance income 
        Interest income                                              104             111 
        Other finance income - foreign exchange movements            534             693 
                                                                     638             804 
 
Finance costs - net                                              (1,808)         (3,391) 
----------------------------------------------------------  ------------  -------------- 
 

Notional interest relates to the unwinding of the deferred consideration on the Macuhealth acquisition. The current year decrease in deferred consideration relates to changes in the original estimated amounts payable for the acquisitions of MacuVision and Nutraceutical brands. The previous year increase related to a change in the original estimated amount payable for the Macuvision acquisition. These changes are caused by differences in trading performance compared to acquisition forecasts.

6. Taxation

Analysis of the (credit)/charge for the period is as follows:

 
                                                 Year ended    Year ended 
                                                31 December   31 December 
                                                       2017          2016 
                                                    GBP000s       GBP000s 
----------------------------------------  -----------------  ------------ 
Corporation tax 
 In respect of current period                         3,573         3,552 
 Adjustment in respect of prior 
  periods                                                44            32 
                                                      3,617         3,584 
Deferred tax 
 Origination and reversal of temporary 
 differences                                        (5,101)           539 
 Adjustment in respect of prior 
  periods                                               943             4 
----------------------------------------  -----------------  ------------ 
Taxation (credit)/charge                              (541)         4,127 
----------------------------------------  -----------------  ------------ 
 
 
 

The difference between the total tax (credit)/charge 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   Year ended 31 
                                                 2017   December 2016 
                                              GBP000s         GBP000s 
---------------------------------------  ------------  -------------- 
Profit before taxation                         28,369          22,219 
---------------------------------------  ------------  -------------- 
Profit before taxation multiplied 
 by standard rate of corporation 
 tax in the United Kingdom of 19.25% 
 (2016: 20.00%)                                 5,461           4,444 
Effect of: 
Non-deductible expenses                           145             376 
Non-taxable income                            (1,216)            (60) 
Adjustment in respect of prior periods            987              36 
Impact of reduction in UK tax rate 
 on deferred tax                                (101)           (755) 
Impact of reduction in US and French 
 tax rate on deferred tax                     (5,958)               - 
Differing tax rates on overseas 
 earnings                                         182             205 
Share options                                    (15)           (133) 
Other differences and Foreign exchange           (26)              14 
---------------------------------------  ------------  -------------- 
Total taxation                                  (541)           4,127 
---------------------------------------  ------------  -------------- 
 

Changes to the UK corporation tax rate were announced in Finance Act (No 2) 2015 and Finance Act 2016, reducing the UK's main rate to 17% from 1 April 2020. As the change was substantively enacted at the balance sheet date the effect is included in these financial statements.

During 2017 US and French tax reform were both substantively enacted. The deferred tax rates applied to US and French timing differences have hence changed from 35.0% to 24.0% and from 33.3% to 25.0% respectively.

To exclude the impact of tax rate changes and non-underlying tax charges the Group has calculated "adjusted underlying effective tax rate" as an alternative performance measure in note 16.

7. Goodwill and intangible assets

 
 
 
                                                     Brands                      Assets 
                                           and distribution  Development          under 
                               Goodwill              rights        costs    development    Total 
The Group                       GBP000s             GBP000s      GBP000s         GBP000  GBP000s 
----------------------------  ---------  ------------------  -----------  -------------  ------- 
Cost 
At 1 January 2017                16,197             249,376          704          2,500  268,777 
Additions                           368              17,193          459              -   18,020 
Transfer                              -                 438        (438)              -        - 
Exchange adjustments                  -             (3,447)            -              -  (3,447) 
At 31 December 2017              16,565             263,560          725          2,500  283,350 
----------------------------  ---------  ------------------  -----------  -------------  ------- 
Amortisation and impairment 
At 1 January 2017                     -               3,944            -              -    3,944 
Impairment for the year               -                 507            -              -      507 
Amortisation for the year             -                 276            -              -      276 
At 31 December 2017                   -               4,727            -              -    4,727 
----------------------------  ---------  ------------------  -----------  -------------  ------- 
Net book amount 
At 31 December 2017              16,565             258,833          725          2,500  278,623 
----------------------------  ---------  ------------------  -----------  -------------  ------- 
At 1 January 2017                16,197             245,432          704          2,500  264,833 
----------------------------  ---------  ------------------  -----------  -------------  ------- 
 

Goodwill and the majority of brands and distribution rights are considered to have indefinite useful economic lives and are therefore subject to an impairment review at least annually.

Brands and distribution rights

Key judgement - useful economic lives

Applying indefinite lives to certain acquired brands is appropriate due to the stable long-term nature of the business and the enduring nature of the brands. These brands are assessed on acquisition to ensure they meet set criteria including an established and stable sales history.

Where distribution rights are deemed to have a finite life they are amortised accordingly. Amortisation is included in administration and marketing expenses. The remainder of the distribution rights have no defined time period or there is evidence to support the renewal of distribution rights without disproportionate cost. These assets are therefore treated the same as acquired brands.

It is the opinion of the Directors that the indefinite life assets meet the criteria set out in IAS 38. This assessment is made on an asset by asset basis taking into account:

-- How long the brand has been established in the market and subsequent resilience to economic and social changes;

   --        Stability of the industry in which the brand is used; 
   --        Potential obsolescence or erosion of sales; 
   --        Barriers to entry; 
   --        Whether sufficient marketing promotional resourcing is available; and 
   --        Dependency on other assets with defined useful economic lives. 

Certain brands were acquired with patent protection, which lasts for a finite period of time. It is the opinion of the Directors that these patents do not provide any incremental value to the value of the brand and therefore no separate value has been placed on these patents. This assessment is based on a view of future profitability after patent expiry and past experience with similar brands.

Development costs

Capitalised costs relate to clinical development and regulatory plans expected to be commercialised in future.

Goodwill

The net book value of brand and distribution rights and goodwill which are considered to have indefinite useful lives are allocated to CGUs in the following table. Goodwill relating to the acquisition of certain assets and businesses from Sinclair IS Pharma plc is allocated to the group of related product CGUs. Other Goodwill amounts are allocated to the product CGU with which they were originally acquired.

 
Year ended 31 December 2017                         Brands and distribution 
                                          Goodwill                   rights           Total 
                                           GBP000s                  GBP000s         GBP000s 
--------------------------------  ----------------  -----------------------  -------------- 
Menadiol, Vitamin E & Others                   598                   12,876          13,474 
Forceval, Amantadine & Others                    -                   12,931          12,931 
Vamousse                                         -                   11,596          11,596 
MacuShield                                   1,748                    8,740          10,488 
Nu-Seals                                         -                    9,100           9,100 
SkinSafe, Dansac & Others                    1,849                    8,043           9,892 
Timodine & Buccastem                             -                    7,697           7,697 
Syntometrine (excluding 
 UK)                                             -                    7,527           7,527 
Ametop                                           -                    5,575           5,575 
Others                                       1,147                   31,462          32,609 
Products acquired from Sinclair 
--------------------------------  ----------------  -----------------------  -------------- 
Kelo-cote (non EU, excluding 
 US)                                             -                   40,842          40,842 
Oxyplastine, Fazol & Others                      -                   26,158          26,158 
Haemopressin, Optiflo & 
 Others                                          -                   25,000          25,000 
Kelo-cote (EU)                                   -                   17,800          17,800 
Flamma Franchise                                 -                   17,400          17,400 
Aloclair                                         -                   14,000          14,000 
Goodwill                                    11,223                        -          11,223 
--------------------------------  ----------------  -----------------------  -------------- 
                                            16,565                  256,747         273,312 
--------------------------------  ----------------  -----------------------  -------------- 
 

Recent acquisitions

The following acquisition activities took place in the year:

On 1 December 2017, the Group acquired the worldwide rights to Ametop from global medical technology business Smith & Nephew for a consideration of US$7.5m (GBP5.6m).

On 28 December 2017, the Group acquired the worldwide rights to Vamousse from TyraTech Inc for an initial cash consideration of US$13.0m (GBP9.7m) and deferred contingent consideration of between US $nil and U$4.5m. Up to US$2.0m of this the deferred consideration is payable in 2020, and up to US$2.5m is payable in 2021, both dependent on the revenue growth of Vamousse. An estimated amount of US$2.5m (GBP1.9m) based on forecast sales is included in the Vamousse intangible addition and other non-current liabilities. Separate cash consideration of US$0.5m (GBP0.4m) was paid for inventories acquired (note 8).

In respect of Vamousse, the amounts included in the consolidated statement of comprehensive income since 28 December 2017 are revenues of GBP0.1m and gross profit of GBP0.1m. Had the transaction occurred 1 January 2017 estimated contribution to Group revenues would have been GBP4.9m and gross profit of GBP3.4m, based on the prior year financial results.

In the prior year the following acquisition activities took place:

On 27 October 2016, the Group secured the distribution rights on additional territories for MacuShield. The consideration recognised in relation to this was GBP2.3m and the distribution rights are for a period of ten years which the balance is therefore being amortised over.

On 12 September 2016 the Group in-licensed Diclectin for a further nine European territories, following the UK in-license acquired in 2015. The total amount paid to Duchesnay for all territories was GBP1.5m with a further GBP1.0m payable to Duchesnay on successful licence applications; the total GBP2.5m is included within assets under development and the GBP1.0m deferred consideration is included within liabilities. The amount included within assets under development will be amortised when the product is ready for launch.

As stated in our announcement in July 2017, the Medicine and Healthcare products Regulatory Agency ("MHRA") did not approve Diclectin for the UK which was unexpected. Our regulatory team has now had time to work with Duchesnay Inc. of Canada ("Duchesnay"), the licensor and marketing authorisation applicant, to better understand the objections of the MHRA. Whilst the communication between the MHRA and Duchesnay remains confidential, we believe that good progress is being made in resolving some of the issues initially expressed by the regulator. Diclectin is a much needed product as there is no licensed medicine for treating nausea and vomiting of pregnancy in the UK.

Duchesnay, the licence applicant, has since re-opened discussions with the regulator and the Board has concluded that it continues to be appropriate to retain the intangible asset (and the associated deferred consideration) whilst this review is underway. In the event the licence for Diclectin is not approved, the amounts paid to Duchesnay (GBP1.5m) are fully refundable and the deferred consideration (GBP1.0m) would be cancelled resulting in no net financial impact in the Income Statement.

8. Inventories

 
                               31 December  31 December 
                                      2017         2016 
                                   GBP000s      GBP000s 
-----------------------------  -----------  ----------- 
Finished goods and materials        16,077       17,632 
Inventory provision                (1,829)      (2,276) 
-----------------------------  -----------  ----------- 
                                    14,248       15,356 
-----------------------------  -----------  ----------- 
 

Inventory costs expensed through the income statement during the year were GBP36,575,000 (2016: GBP35,897,000). During the year GBP442,000 (2016: GBP792,000) was recognised as an expense relating to the write-down of inventories to net realisable value.

On 1 December 2017, the Group acquired the worldwide rights to Ametop from global medical technology business Smith & Nephew (note 7). As part of this acquisition GBP0.3m inventories were acquired.

On 28 December 2017, the Group acquired the worldwide rights to Vamousse from TyraTech Inc (note 7). As part of this acquisition GBP0.4m inventories were acquired.

9. Trade and other receivables

 
                                 31 December  31 December 
                                        2017         2016 
                                     GBP000s      GBP000s 
-------------------------------  -----------  ----------- 
Trade receivables                     17,347       20,530 
Other receivables                      1,759        1,788 
Prepayments and accrued income         2,465        2,110 
Amounts owed by Joint Venture          2,124        2,278 
                                      23,695       26,706 
-------------------------------  -----------  ----------- 
 

The ageing of trade receivables of the Group at 31 December is detailed below:

 
                             31 December  31 December 
                                    2017         2016 
                                 GBP000s      GBP000s 
---------------------------  -----------  ----------- 
Not past due                      15,479       13,948 
Due 30-31 December                   782        3,465 
Past due 3 days to 91 days           511        1,947 
Past 91 days                         575        1,170 
                                  17,347       20,530 
---------------------------  -----------  ----------- 
 

Trade and other receivables are stated net of estimated allowances for doubtful debts. As at 31 December 2017, trade and other receivables of GBP254,000 (2016: GBP123,000) were past due and impaired.

Our policy requires customers to pay us in accordance with agreed payment terms. Depending on the geographical location, our settlement terms are generally due within 30 or 60 days from the end of the month of sale and do not bear any effective interest rate.

10. Cash and cash equivalents

 
                           31 December  31 December 
                                  2017         2016 
                               GBP000s      GBP000s 
-------------------------  -----------  ----------- 
Cash at bank and in hand        11,184        7,221 
-------------------------  -----------  ----------- 
 

11. Trade and other payables

 
                                  31 December  31 December 
                                         2017         2016 
                                      GBP000s      GBP000s 
--------------------------------  -----------  ----------- 
Trade payables                          6,662        5,655 
Other taxes and social security 
 costs                                    326        1,030 
Accruals and deferred income            8,159       11,125 
Other payables                            776        1,120 
Deferred consideration                    653        3,022 
                                       16,576       21,952 
--------------------------------  -----------  ----------- 
 

Deferred consideration of GBP0.2m (2016: GBP0.5m) relates to an agreement with MacuHealth to guarantee supply of MacuShield API and secure additional territories to be able to distribute in.

Deferred contingent consideration of GBP0.5m (2016: GBP0.5m) relates to the Licence and Supply Agreement for the product Diclectin with Duchesnay Inc. and is payable in 2018 if the relevant licensing applications are approved (note 7).

Deferred contingent consideration of GBPnil (2016: GBP1.8m) relates to the acquisition of MacuVision Europe Limited which took place on 2 February 2015.

Deferred contingent consideration of GBPnil (2016: GBP0.5m) relates to the acquisition of the rights to five Nutraceutical brands from Sinopharm Nutraceuticals (Shanghai) Co Ltd which took place on 16 September 2015.

12. Loans and borrowings

 
                                 31 December  31 December 
                                        2017         2016 
Current                              GBP000s      GBP000s 
-------------------------------  -----------  ----------- 
Bank loans due within one year 
 or on demand: 
Secured                               42,000       26,000 
Finance issue costs                    (281)        (218) 
                                      41,719       25,782 
-------------------------------  -----------  ----------- 
 
 
                                 31 December  31 December 
                                        2017         2016 
Non-current                          GBP000s      GBP000s 
-------------------------------  -----------  ----------- 
Bank loans due within one year 
 or on demand: 
Secured                               42,338       58,478 
Finance issue costs                    (558)        (924) 
                                      41,780       57,554 
-------------------------------  -----------  ----------- 
 

The bank facility is secured by a fixed and floating charge over the Group's assets.

13. Other non-current liabilities

 
                                31 December  31 December 
                                       2017         2016 
                                    GBP000s      GBP000s 
------------------------------  -----------  ----------- 
Deferred consideration                3,251        1,609 
Other non-current liabilities           274          208 
                                      3,525        1,817 
------------------------------  -----------  ----------- 
 

Deferred contingent consideration of GBP0.5m (2016: GBP0.5m) relates to the Licence and Supply Agreement for the product Diclectin with Duchesnay Inc. and is payable during 2019 if the relevant licensing applications are approved (note 7).

Deferred consideration of GBP0.9m (2016: GBP1.1m) relates to a MacuHealth agreement to guarantee supply of MacuShield API and extend the territories in which MacuShield can be sold and is payable over 7 years.

Deferred contingent consideration of GBP1.9m (2016: GBPnil) relates to the acquisition of the worldwide rights to Vamousse from TyraTech Inc. Up to US$2.0m is payable in 2020, and up to US$2.5m is payable in 2021, both dependent on the revenue growth of Vamousse. An estimated amount based on forecast sales is included in the Vamousse intangible and other non-current liabilities.

14. Cash generated from operations

 
                                        31 December  31 December 
                                               2017         2016 
                                            GBP000s      GBP000s 
--------------------------------------  -----------  ----------- 
Profit for the year                          28,910       18,092 
Taxation                                      (541)        4,127 
Interest payable and similar charges          3,064        3,355 
Change in deferred consideration              (618)          840 
Interest income                               (104)        (111) 
Other finance costs                           (534)        (693) 
Net exceptional compensation income         (4,356)            - 
Depreciation of property, plant 
 and equipment                                  657          337 
Amortisation of intangibles                     276           92 
Change in inventories                         1,108      (2,446) 
Share of post-tax Joint Venture 
 profits                                       (19)        (299) 
Change in trade and other receivables         4,011     (14,116) 
Change in trade and other payables          (2,996)       10,083 
Share based employee remuneration             1,453          696 
Cash generated from operations               30,311       19,957 
--------------------------------------  -----------  ----------- 
 

15. Contingent liabilities

Contingent liabilities are possible obligations that are not probable. The Group operates in a highly regulated sector and in markets and geographies around the world each with differing requirements. As a result, and in the normal course of business, the Group can be subject to a number of regulatory inspections/investigations on an ongoing basis. It is therefore possible that the Group may incur penalties for non-compliance. In addition, a number of the Group's brands and products are subject to pricing and other forms of legal or regulatory restrictions from both governmental/regulatory bodies and also from third parties. Assessments as to whether or not to recognise a provision in respect of these matters are judgemental as the matters are often complex and rely on estimates and assumptions as to future events.

The Group's assessment at 31 December 2017 based on currently available information is that there are no matters for which a provision is required (2016: GBPnil). However, given the inherent uncertainties involved in assessing the outcomes of such matters there can be no assurance regarding the outcome of any ongoing inspections/investigations and the position could change over time as a result of the factors referred to above.

16. 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 exceptional and non-underlying items. Adjusted profitability measures are presented excluding exceptional and 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 Groups longer term strategic plans.

APMs used to explain and monitor Group performance:

 
                                                            Reconciliation 
                                                             to GAAP 
 Measure       Definition                                    measure 
------------  -------------------------------------------  --------------- 
 EBITDA        Earnings before interest, tax,               Note A 
                depreciation, amortisation and               below 
                non-underlying items. Calculated 
                by taking profit before tax and 
                financing costs, excluding non-underlying 
                items and adding back depreciation 
                and amortisation. 
------------  -------------------------------------------  --------------- 
 Free cash     Free cash flow is defined as EBITDA          Note B 
  flow          less working capital and non-cash            below 
                movements (excluding exceptional 
                items), tax payments, interest 
                payments, core capex and other 
                non-cash movements. 
------------  -------------------------------------------  --------------- 
 Net debt      Net debt is defined as the group's           Note C 
                bank debt position net of its                below 
                cash position. 
------------  -------------------------------------------  --------------- 
 Adjusted      Adjusted underlying basic EPS                Note D 
  Underlying    is calculated by dividing underlying         below 
  basic EPS     earnings attributable to ordinary 
                shareholders less impact of tax 
                rate changes, by the weighted 
                average number of shares in issue 
                during the year. 
------------  -------------------------------------------  --------------- 
 Adjusted      Adjusted underlying effective                Note E 
  underlying    tax rate is calculated by dividing           below 
  effective     total taxation for the year less 
  tax rate      impact of tax rate changes and 
                non-underlying charges, by the 
                underlying profit before tax for 
                the year. 
------------  -------------------------------------------  --------------- 
 
   A.     EBITDA 
 
                                31 December  31 December 
                                       2017         2016 
Reconciliation of EBITDA            GBP000s      GBP000s 
------------------------------  -----------  ----------- 
Profit before tax                    28,369       22,219 
Non-underlying items (note 4)       (4,356)            - 
Finance costs (note 5)                1,808        3,391 
Depreciation                            657          337 
Amortisation                            276           92 
EBITDA                               26,754       26,039 
------------------------------  -----------  ----------- 
 
   B.    Free cash flow 
 
                                   31 December  31 December 
                                          2017         2016 
Reconciliation of free cash flow       GBP000s      GBP000s 
---------------------------------  -----------  ----------- 
Cash generated from operations 
 (note 14)                              30,311       19,957 
Financing costs                        (2,678)      (2,822) 
Capital expenditure                    (2,236)      (1,130) 
Tax paid                               (3,728)      (3,032) 
Free cash flow                          21,669       12,973 
---------------------------------  -----------  ----------- 
 
   C.    Net debt 
 
                                   31 December  31 December 
                                          2017         2016 
Reconciliation of net debt   Note      GBP000s      GBP000s 
---------------------------  ----  -----------  ----------- 
Loans and borrowings - 
 current                       12     (41,719)     (25,782) 
Loans and borrowings - 
 non-current                   12     (41,780)     (57,554) 
Cash and cash equivalents      10       11,184        7,221 
Net debt                              (72,315)     (76,115) 
---------------------------  ----  -----------  ----------- 
 

D. Adjusted underlying basic EPS

 
                                        31 December  31 December 
                                               2017         2016 
Reconciliation of adjusted underlying 
 basic EPS                                  GBP000s      GBP000s 
--------------------------------------  -----------  ----------- 
Underlying profit for the year               25,318       18,092 
Impact of reduction in UK tax rate 
 on deferred tax                              (101)        (755) 
Impact of reduction in US and French 
 tax rate on deferred tax                   (5,958)            - 
--------------------------------------  -----------  ----------- 
Adjusted underlying profit for 
 the year                                    19,259       17,337 
--------------------------------------  -----------  ----------- 
 
Weighted average number of shares       473,842,765  469,423,814 
--------------------------------------  -----------  ----------- 
 
Adjusted underlying basic EPS                  4.06         3.69 
--------------------------------------  -----------  ----------- 
 

During 2017 US and French tax reform were both substantively enacted. The deferred tax rates applied to US and French timing differences have hence changed from 35.0% to 24.0% and from 33.3% to 25.0% respectively. This has given rise to GBP6.0m of deferred tax credits during 2017. In 2016 the UK tax rate changed from 18% to 17% giving rise to a GBP0.8m deferred tax credit.

E. Adjusted underlying effective tax rate

 
                                        31 December  31 December 
                                               2017         2016 
Reconciliation of adjusted underlying 
 effective tax rate                         GBP000s      GBP000s 
--------------------------------------  -----------  ----------- 
Total taxation for the year                     541      (4,127) 
Impact of reduction in UK tax rate 
 on deferred tax                              (101)        (755) 
Impact of reduction in US and French 
 tax rate on deferred tax                   (5,958)            - 
Non-underlying tax charge                       764            - 
--------------------------------------  -----------  ----------- 
Adjusted underlying taxation for 
 the year                                   (4,754)      (4,882) 
--------------------------------------  -----------  ----------- 
 
Underlying profit before tax for 
 the year                                    24,013       22,219 
--------------------------------------  -----------  ----------- 
 
Adjusted underlying effective tax 
 rate                                         19.8%        22.0% 
--------------------------------------  -----------  ----------- 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR BCGDXGUDBGIL

(END) Dow Jones Newswires

March 27, 2018 02:01 ET (06:01 GMT)

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