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