Advanced Medical Solutions Group
plc
("AMS"
or the "Group" or the "Company")
Unaudited preliminary results for
the year ended 31 December 2023
~ AMS set for strong growth
in 2024, underpinned by implementation of commercial initiatives,
product launches, as well as a transformational surgical
acquisition announced today ~
Winsford, UK: Advanced
Medical Solutions Group plc (AIM: AMS), a world-leading specialist
in tissue-healing technologies, today announces its unaudited
preliminary results for the year ended 31 December 2023.
Financial
Summary:
|
2023
|
2022
|
Reported
change
|
Change
at constant currency¹
|
Revenue (£ million)
|
126.2
|
124.3
|
+2%
|
+2%
|
Adjusted Measures
|
|
|
|
|
Adjusted² profit before tax (£
million)
|
25.9
|
28.5
|
-9%
|
|
Adjusted² profit before tax
margin
|
20.5%
|
22.9%
|
-2.4pp
|
|
Adjusted² diluted earnings per
share (p)
|
9.39p
|
10.47p
|
-10%
|
|
|
|
|
|
|
Reported Measures
|
|
|
|
|
Profit before tax (£
million)
|
21.2
|
25.9
|
-18%
|
|
Profit before tax
margin
|
16.8%
|
20.8%
|
-4.0pp
|
|
Diluted earnings per share
(p)
|
7.25p
|
9.30p
|
-22%
|
|
Net operating cash flow (£
million)
|
12.3
|
26.9
|
-54%
|
|
Net cash3 (£
million)
|
60.2
|
82.3
|
-27%
|
|
|
|
|
|
|
Proposed full year dividend per
share (p)
|
2.36p
|
2.15p
|
+10%
|
|
Business Highlights
(including post period end):
AMS is pleased to report results
in line with updated guidance and significant commercial,
regulatory and clinical progress as it continues
to build its platform for growth and invest in its portfolio of
next-generation products.
Operational
·
Successful implementation of new route to market
strategy for US LiquiBand® that is delivering
accelerated growth expectations in Q1 2024 and gives the Board confidence in achieving record US
LiquiBand® sales in 2024
· FDA
approval for LIQUIFIXTM, the first atraumatic hernia
fixation device in the US with the full
in-market launch with TELA Bio Inc ("TELA Bio") progressing very well and
attracting significant market interest
· Completion of the first SEAL-G® and
SEAL-G® MIST human clinical trials
with initial data showing promising improvement in comparison to
reported leak rates
· Acquisition of Peters Surgical SAS ("Peters Surgical") for a
total maximum cash consideration of €141.4 million (£121 million)
announced today - See separate announcement
· Acquisition of Syntacoll GmbH ("Syntacoll") for €1 million on
1st March 2024, a specialist manufacturer of
drug-eluting collagens that strengthens the Group's existing
Biosurgical business
· Acquisition of Connexicon Ltd ("Connexicon") on
1st February 2023, increasing
the Group's ability to develop and commercialise innovative and
differentiated adhesive and sealant technologies
Financial
· Group revenue increased by 2% to £126.2 million (2022: £124.3
million) with strong organic growth partly offset by de-stocking of
US LiquiBand® and reduced royalties, as guided in
September 2023
· Adjusted profit before tax decreased by 9% to £25.9 million
(2022: £28.5 million) whilst reported profit before tax decreased
by 18% to 21.2 million (2022: £25.9 million) as margins were
impacted by the temporary reduction in US LiquiBand®
revenue and lower royalty income
· Net
cash decreased to £60.2 million (2022: £82.3 million) following the
acquisition of Connexicon, planned inventory build and the purchase
of shares by the Employee Benefit Trust
· Investment in R&D increased to £12.6 million (2022: £12.3
million), representing 10% of revenues (2022: 10%), as the Group
maintains investment in new products and Medical Device Regulation
("MDR")
· Surgical Business Unit revenues increased to £79.1 million
(2022: £74.9 million), an increase of 6% at reported and constant
currency
· Woundcare Business Unit revenues decreased to £47.1 million
(2022: £49.5 million), a decrease of 5% at reported and constant
currency
· Reflecting management's ongoing confidence in the Group's
outlook, the Board proposes an increased final dividend of 1.66p
per share (2022: 1.51p) bringing the total proposed dividend to
2.36p per share (2022: 2.15p)
Commenting on the results Chris Meredith, Chief Executive
Officer of AMS, said: "I am very pleased with the progress we made in 2023 with a
number of key initiatives setting a strong foundation for growth
for the next five years. The recently signed US distribution
agreements are already having a positive impact on the
LiquiBand® franchise. Also, market feedback through our
new US partner for LIQUIFIXTM validates the confidence
we have in the commercial potential for this unique product.
Outside the US, we continue to make excellent progress as we
strengthen our position in established markets and drive growth
through geographic expansion.
"The acquisition of Peters
Surgical is a transformational step in the history of AMS. The
expansion of our portfolio while leveraging the direct sales,
distribution network, R&D capability and manufacturing base of
both businesses will transform the Group into a major player in the
field of tissue-healing. The Group has never been in such a strong
position given the quality of our products and breadth of our
portfolio. As a result, we are also increasing our dividend,
demonstrating our commitment to drive shareholder value. I am
extremely proud of the AMS employees who have worked so hard to get
us to this point and I look forward to working closely with our new
colleagues at Peters Surgical and Syntacoll and our other partners
as we embark on this exciting new phase of the
business."
Analyst briefing
A briefing for sell-side analysts
will take place at 10am this morning. Please contact
AMS@consilium-comms.com
for further details.
Notes
1. Constant currency removes the
effect of currency movements by re-translating the current year's
performance at the previous year's exchange rates
2. Adjusted profit before tax is
shown before amortisation of acquired intangible assets which was
£4.9 million (2022: £3.4 million) and the movement in long-term
liabilities recognised on acquisitions which was a credit £0.2
million (2022: £0.8 million credit)
3.
Net cash consists of cash and
cash equivalents with nil debt (2022: £nil debt)
- End -
For further information, please visit
www.admedsol.com
or
contact:
Advanced Medical Solutions Group plc
|
Tel: +44 (0) 1606
545508
|
Chris Meredith, Chief Executive
Officer
Eddie Johnson, Chief Financial
Officer
Michael King, Investor
Relations
|
|
|
|
ICR Consilium Strategic Communications
|
Tel: +44
(0) 20 3709 5700
|
Mary-Jane Elliott / Matthew Neal /
Lucy Featherstone
|
|
|
|
Investec Bank PLC (NOMAD & Broker)
|
Tel: +44
(0) 20 7597 5970
|
Gary Clarence / David
Anderson
|
|
|
|
HSBC Bank PLC (Broker)
|
Tel: +44
(0) 20 7991 8888
|
Sam McLennan / Joe Weaving /
Stephanie Cornish
|
|
|
|
About Advanced Medical
Solutions Group plc
AMS is a world-leading independent
developer and manufacturer of innovative tissue-healing technology,
focused on quality outcomes for patients and value for payers. AMS
has a wide range of surgical products including tissue adhesives,
sutures, haemostats, internal fixation devices , bone substitutes
and internal sealants, which it markets under its brands
LiquiBand®, RESORBA®,
LiquiBandFix8®, LIQUIFIXTM and
SEAL-G®. AMS also supplies wound care dressings such as
silver alginates, alginates and foams through its
ActivHeal® brand as well as under white label.
Since 2019, the Group has made five acquisitions: Sealantis, an
Israeli developer of innovative internal sealants; Biomatlante, a
French developer and manufacturer of surgical biomaterials,
Raleigh, a leading UK coater and converter of woundcare and
bio-diagnostics materials, AFS Medical an Austrian specialist
surgical business and Connexicon an Irish tissue adhesives
specialist.
AMS's products, manufactured in
the UK, Germany, France, the Netherlands, the Czech Republic and
Israel, are sold globally via a network of multinational or
regional partners and distributors, as well as via AMS's own direct
sales forces in the UK, Germany, the Czech Republic and Russia. The
Group has R&D innovation hubs in the UK, Ireland, Germany,
France and Israel. Established in 1991, the Group has more than 800
employees. For more information, please
see www.admedsol.com.
Chief Executive's Review
In 2023, the Group has performed
in line with updated guidance with a strong underlying performance
from the surgical Business Unit. Importantly, AMS has now
successfully optimised its commercial partnerships for US
LiquiBand®, achieved FDA approval for
LIQUIFIXTM and launched the product in the US with our
specialist partner TELA Bio, and made significant clinical progress
with SEAL-G® and SEAL-G® MIST. The Group is
now positioned for strong revenue growth in 2024 and continues to
maintain its investment in innovative products that will reinforce
our position as a world-leading specialist in tissue-healing
technologies.
Surgical Business Unit
The Surgical Business Unit
includes tissue adhesives, sutures, biosurgical devices and
internal fixation devices marketed under the AMS brands
LiquiBand®, RESORBA®, LiquiBandFix8®, LIQUIFIXTM and
Seal-G®.
Growth in the Surgical Business
was driven by strong performances from LiquiBand®
outside the US, Traditional Closure, Other Distributed and Internal
fixation products. Revenue increased to £79.1 million (2022: £74.9
million) during the Period, an increase of 6% on a constant
currency and reported basis.
Surgical Business Unit
|
2023
£ million
|
2022
£ million
|
Reported Growth
|
Change
at constant currency
|
Advanced closure
|
34.6
|
36.0
|
-4%
|
-4%
|
Internal Fixation and
Sealants
|
5.0
|
4.1
|
21%
|
21%
|
Other Distributed
|
5.0
|
2.9
|
72%
|
69%
|
Traditional Closure
|
18.1
|
16.0
|
13%
|
15%
|
Biosurgical Devices
|
16.4
|
15.8
|
4%
|
3%
|
TOTAL
|
79.1
|
74.9
|
6%
|
6%
|
Peters Surgical
The acquisition of Peters Surgical
for a maximum consideration of €141.4 million, announced separately
today, will transform our Surgical Business Unit, adding €84
million of revenue4 at healthy gross margins, a highly
synergistic product range and commercial and operational
structure.
4. Based on unaudited financial
information extracted from management information for the financial
year to 31 Dec 2023
Advanced
Closure
LiquiBand® is a range
of topical skin adhesives, incorporating medical grade
cyanoacrylate in combination with purpose-built applicators. These
products are used to close and protect a broad variety of surgical
and traumatic wounds.
Advanced Closure
|
2023
£ million
|
2022
£ million
|
Reported Growth
|
Change
at constant currency
|
Americas
|
18.2
|
23.4
|
-22%
|
-21%
|
UK/Germany
|
8.2
|
7.3
|
12%
|
11%
|
ROW
|
6.8
|
5.3
|
28%
|
28%
|
Connexicon
|
1.4
|
0.0
|
|
|
TOTAL
|
34.6
|
36.0
|
-4%
|
-4%
|
LiquiBand®
revenues decreased in the period by 4% as strong
ex-US growth was offset by US de-stocking linked to the
implementation of the new route to market strategy, with the Group
renegotiating its three hospital distribution
agreements.
The new agreements will enable more
product and brand differentiation for each of the Group's partners
including the first solely AMS branded product in the US, which
represents a significant milestone for LiquiBand®.
Taking over direct marketing control for one of the distribution
channels allows AMS to offer
LiquiBand® solutions in US Hospital sales channels
where the Group's two Acute Strategic Partners' relationships are
less robust. This has involved AMS setting
up and maintaining its own locally based inventory in the US. The
switching of inventory ownership is now complete, but the resulting
de-stocking undertaken by its partner and additional inventory
disruption during negotiations with other partners resulted in a
£5m impact during 2023. Throughout this process end-user sales have
been uninterrupted and there has been no impact on customer order
fulfilment.
The Connexicon acquisition in
February 2023 will support the enhanced LiquiBand® partner
agreements by providing the product exclusivity and differentiation
that they need to significantly expand market penetration. The US
approval process for these products is progressing well and remains
on track for completion in H2 2024. Connexicon continues to perform
well in Europe and ROW and is being positioned for approval in
China, which would be AMS's first tissue adhesive approval in this
very large market. The clinical trial is progressing well and
Chinese approval is anticipated at around the end of
2025.
The new
agreements also enable the promotion of LiquiBand® XL in
all three hospital distribution channels providing access to the fast growing $70 million long wound
market and facilitating the conversion of new accounts and increase
market share for the LiquiBand® brand as a whole.
The pipeline of evaluations and conversions for
LiquiBand® XL continues to increase rapidly and surgeon
feedback on the efficacy and ease of use for the product remains
very positive.
The Board has been very pleased
with the impact of the new strategy on 2024 partner ordering and
commitment and remain confident of achieving record US
LiquiBand® revenues for the year.
Outside the US, the
LiquiBand® brand continued to perform very strongly
during the Period, with underlying growth of 11% in UK/Germany and
28% in the Rest of the World markets as new territories continue to
make a positive impact on financial performance.
LiquiBand® XL is being well received in these markets
and early-stage traction is also contributing to
growth.
Internal Fixation and
Sealants
LiquiBandFix8®/LIQUIFIXTM is used to fix
hernia meshes placed inside the body with accurately delivered
individual drops of cyanoacrylate adhesive, instead of traditional
sutures, tacks and staples.
LiquiBandFix8® continued
to perform strongly in Europe and ROW with revenues increasing by
21% to £5.0 million (2022: £4.1 million) in the period due to
deeper market penetration and, to a lesser extent, the annualised
impact of the acquisition of AFS Medical ("AFS").
2023 was an important year for AMS's
hernia mesh fixation device, with the completion of a 284-patient
clinical study, US approval in June and an agreement secured in
September with TELA Bio
for the marketing and distribution of
LiquiBandFix8® across the high value United States
market under the brand name LIQUIFIXTM.
The launch of LIQUIFIXTM
is progressing very well with TELA Bio having completed an extensive training
programme among its specialist hernia sales force and
good progress having been made across a number of significant GPO systems in the US.
The initial response from surgeons and from AMS's
partner has been very positive and US orders received to date are
ahead of expectations.
SEAL-G® MIST
is a novel, internal, biological sealant used to
seal tissue to reduce leakage of fluid during internal surgery. We
are very pleased with the results from the first SEAL-G®
clinical study of 160 gastrointestinal (GI) surgery patients that was completed in 2023,
although not a randomised controlled trial, initial data confirmed
that reports of serious leakages with SEAL-G® were
significantly lower than those from published studies with standard
of care treatments.
In 2024, we have chosen to move
into a clinical study for pancreatic surgery, which is a high-risk
procedure with higher leakage rates and thus lower patient
population to demonstrate results. This study is underway and
initial feedback is encouraging albeit very early.
Unfortunately, the discontinuation
of a component required to connect the laparoscopic to an external
gas supply is restricting commercialisation for the time being and
limiting our activities to just critical clinical work and KOL
surgeon evaluations. With no short-term solution, we are now trying
to expedite the development of the next generation laparoscopic
device that does not need a gas supply connection.
Traditional
Closure
RESORBA® branded
Absorbable and Non-absorbable Suture ranges are used in general
surgery and a wide range of surgical specialties including dental
and ophthalmic surgery. Revenues grew strongly during the Period,
increasing by 13% to £18.1 million and by 15% at constant currency
(2022: £16.0 million) as the Group continues to have success with
its strategy of delivering solid suture growth in its core German
market with much higher growth outside of Germany with notable
success in Eastern Europe and the US. This has resulted in
ex-Germany suture sales exceeding German sales for the first time;
in comparison to the suture business that was heavily German
weighted at the time of the RESORBA®
acquisition.
Biosurgical
Devices
Biosurgical Devices comprise
antibiotic-loaded collagen sponges, collagen membranes and cones,
oxidised cellulose, synthetic bone substitutes and bio-absorbable
screws. Revenues increased to £16.4 million (2022: £15.8 million)
with the reported increase deflated by a strong FY22 comparative
period linked to MDR related ordering and uneven phasing of
shipments but with much stronger growth expected again in
2024.
End-user demand for collagens in
Europe remains and the RESORBA® branded bone substitutes
range is now established in over 20 countries creating a platform
for accelerated growth and following the 2023 US independent rep
pilot launch of bone substitutes, a dedicated US based manager has
been recruited to drive this growth opportunity. Adding further US
approvals for further Biosurgical devices remains a priority and
the Group continues to work towards its first US 510(k) submission
for collagen, initially in a dental application.
Acquisition of Syntacoll GmbH
("Syntacoll") post Period end
In looking to continually improve
its collagen expertise and capabilities, the Group became aware of
the opportunity to acquire certain assets of Syntacoll GmbH, a
highly synergistic competitor in this space, from administration
and the transaction was completed on 1st March 2024 with
a business combination for €1 million and the retention of a number
of employees with expertise in Production, Quality and
R&D.
Syntacoll is a company based near
Munich in Germany that specialises in collagen-based absorbable
surgical implants that has a 4,800m2, GMP compliant,
state of the art collagen manufacturing facility with a class 1
licence for collagen-based drugs.
Syntacoll has significant in-house
capability in drug-loaded collagens as well as analysis, profiling
and quality control processes which will help to strengthen the
Group's existing collagen business. The new manufacturing facility
will also be set up as a second site of manufacture for some of
AMS' existing key products which will help to address the risk of
sole supply.
A significant restructuring process
of the business has already been completed prior to the acquisition
and Syntacoll is expected to report a small profit in the first
year under AMS' ownership and additional revenues from ongoing
sales of Collatamp, a gentamicin-collagen implant.
The business also has manufacturing
rights for XaraColl, a bupivacaine hydrochloride-collagen implant
for the US market which could deliver substantial revenues in the
coming years.
The Board expects to deliver
strong growth in 2024 from the combined
RESORBA® and Syntacoll Biosurgical portfolio.
Other Distributed
Products
The Other Distributed category
comprises bought-in minimally invasive access ports and
laparoscopic instruments predominately sold by AFS. Revenues were significantly
boosted by annualisation following the acquisition of AFS in H1
2022 and increased to £5.0 million during the Period (2022: £2.9
million), growth of 72% on a reported basis and 69% at constant
currency.
Woundcare Business Unit
The Woundcare Business Unit is
comprised of the Group's multi-product portfolio of advanced
woundcare dressings sold under its partners' brands and the
ActivHeal® label, plus a portfolio of specialist medical bulk materials
including multi-layer woundcare and bio diagnostics products.
Revenues decreased by 5% to £47.1
million (2022: £49.5 million) on a reported and constant currency
basis due to a steep decline in the Organogenesis royalty stream
and ongoing challenging market conditions relating to pricing
pressure, low-cost competition and reimbursement
issues related to Infection Management products.
A restructuring of the Business Unit was completed in Q1 2024 in
order to focus on driving growth with prudent cost control measures
now in place.
Woundcare Business Unit
|
2023
£ million
|
2022
£ million
|
Reported Growth
|
Change
at constant currency
|
Infection and Exudate
Management
|
39.5
|
38.9
|
+2%
|
+2%
|
Other Woundcare
|
7.6
|
10.6
|
-28%
|
-27%
|
TOTAL
|
47.1
|
49.5
|
-5%
|
-5%
|
Infection and Exudate
Management
Infection and Exudate Management
revenue increased by 2% to £39.5 million (2022: £38.9 million) with
growth driven from AMS's own ActivHeal® range and from
the pipeline of specialist materials that came with the 2020
Raleigh acquisition.
Other
Woundcare
Other Woundcare comprises
royalties, fees and woundcare sealants. Revenue reduced by 28% at
reported currency and by 27% at constant currency to £7.6 million
(2022: £10.5 million) as a result of significantly reduced royalty
from Organogenesis following US reimbursement reviews announced in 2023.
Royalties from Organogenesis has
continued to fall sharply throughout the period. Given the current
trajectory and expected near-term implementation of the
reimbursement changes, AMS continues to
guide towards minimal royalty in its expectations
for the remainder of the patent life (2024
-2026).
Acquisition strategy
The Group's strategy is to seek
acquisitions that deliver additional value for shareholders and
meet the criteria of being accretive businesses with strong R&D
and manufacturing capabilities, and/or that have products or
customers that offer significant synergies particularly in the
surgical sector.
Regulatory
Despite enforcement dates for the
Medical Devices Regulation (MDR) being delayed until 2027-2028, AMS
has continued with its previously established schedule of work to
meet the new standards. The Group continues to make good progress
and the phasing of its capitalisation of R&D costs relating to
MDR are broadly unchanged.
Environmental, Social & Governance
AMS continues to make positive
progress on its ESG activities building on the foundations reported
in its FY22 Annual Report, further developing its Net Zero Strategy
and Pathway and agreeing key targets that will drive this activity,
for example: to be Net Zero by 2045.
AMS has also strengthened its
preparations for Task Force on Climate-Related Financial
Disclosures (TCFD) and in conjunction with its ESG consultants will
continue to progress this area in advance of its FY23 reporting in
April 2024.
In addition, numerous and wide
ranging ESG activities continue to take place across the Group
driven by employee suggestions and actions, as well as Board and
ESG Committee initiatives.
Stakeholders
On behalf of the Board, I would
like to thank the Group's staff, partners and other stakeholders,
without whose help and commitment, the achievements of this year,
and the years prior, would not have been possible.
Outlook (before financial impact from acquisitions announced
today)
Trading in Q1 2024 has started
strongly with the Group's key drivers performing well. Management
is particularly pleased with the orders already received and
commitment demonstrated by its US LiquiBand® partners
since the new agreements were signed last year. This provides
validation of the new route to market strategy and gives the Board
confidence in achieving record US LiquiBand® sales in
2024.
The US launch of
LIQUIFIXTM is now underway and very good progress has
been made across a number of significant Group Purchasing
Organizations (GPO) systems in the US. AMS's commercial partner
TELA Bio has completed an extensive training programme among its
specialist hernia sales force and initial orders received are ahead
of expectations.
These promising US marketing
initiatives, good progress in AMS's established non-US markets and
ongoing geographical expansion means AMS is primed to generate
double-digit revenue growth in 2024, in line with expectations, and
is well placed for strong growth in the short, medium and
long-term.
Chris Meredith
Chief Executive Officer
Financial Review
Summary
IFRS
reporting
To provide the clearest possible
insight into our performance, the Group uses alternative
performance measures. These measures are not defined in
International Financial Reporting Standards (IFRS) and, therefore,
are considered to be non-GAAP (Generally Accepted Accounting
Principles) measures. Accordingly, the relevant IFRS measures are
also presented where appropriate. AMS uses such measures
consistently at the half-year and full-year and reconciles them as
appropriate. The measures used in this statement include constant
currency revenue growth, adjusted operating margin, adjusted profit
before tax and adjusted earnings per share, allowing the impacts of
exchange rate volatility, exceptional items, amortisation, and the
movement in long-term acquisition liabilities to be separately
identified. Net cash is an additional non-GAAP measure
used.
Overview
Revenue increased by 2% at both
reported and constant currency to £126.2 million (2022: £124.3
million).
Gross margin decreased to 55.6%
(2022: 59.0%) due to reduced sales of LiquiBand® into the US as well as the
reduced Organogenesis royalty. The annualised impact of AFS, whilst
adding sales and profit to the Group, dilutes gross margin given
its position as a distributor. The acquisition of Connexicon has
had a further dilutive effect on gross margin due to its current
low volumes which are at a lower margin than achieved elsewhere in
the Group. We expect Connexicon gross margins to improve as volumes
increase and manufacturing is in-sourced to our Plymouth factory.
Inflationary increases continue to have an impact on gross margin
percentage although inflationary pressures are not as substantial
as those experienced in recent years.
Administration expenses increased
to £50.7 million (2022: £47.4 million) due to the addition of
Connexicon and the full year impact of AFS. Selling and marketing
costs increased in the year as investment into growth areas has
continued as well as launch activity for US
LiquiBandFix8®.
Whilst the Group hedges significant foreign
exchange exposure, a residual risk remains on the revaluation of
foreign currency receivables into GBP which had an adverse impact
on administration expenses in the year. However, this was offset by
a lower bonus provision for employees attributable to the below
expected financial performance of the Group. Acquisition costs
relating to Connexicon amounted to approximately £0.2
million.
The Group incurred £12.6 million
of gross R&D spend in the period (2022: £12.3 million),
representing 10.0% of sales (2022: 9.9%), maintaining investment in
innovation and in meeting the increasing regulatory standards. As
shown in the table below, part of this cost is capitalised and
amortised over the following 5 to 10 years.
|
2023
|
2022
|
|
£'000
|
£'000
|
Total investment in Research and
Development, Regulatory and Clinical
|
12,621
|
12,301
|
Of which:
|
|
|
Charged to the profit and loss
account
|
6,405
|
6,149
|
Capitalised, to be amortised over
5-10 years
|
6,216
|
6,152
|
Amortisation of acquired
intangible assets increased to £4.9 million (2022: £3.4 million)
due to the acquisition of Connexicon in February 2023.
Other Income which relates to
R&D claims in the UK and Ireland grew to £0.9 million (2022:
£0.5 million). The growth in the year is largely due to the
addition of Connexicon which has invested heavily in R&D in
relation to its US FDA approval.
In the period, finance income grew
by £2.1 million to £3.8 million (2022: £1.7 million), largely due
to a £1.7 million increase in interest income on our bank deposits.
Finance costs increased to £1.5 million (2022: £0.7 million) due to
the movement in long-term acquisition liability expense which is
higher due to the unwind of contingent consideration arising on
acquisition of Connexicon4. A net credit of £0.2
million (2022: £0.8 million credit) was recorded in relation to
movements in the long-term liabilities relating to deferred
consideration and earnout from the Sealantis, AFS and Connexicon
acquisitions.
Adjusted profit before tax which
excludes amortisation of acquired intangibles and movements in long
term liabilities recognised on acquisition, decreased by 9% to
£25.9 million (2022: £28.5 million) whilst the adjusted PBT margin
decreased by 240 bps to 20.5% (2022: 22.9%) due to lower gross
margin, higher administration expenses and adverse foreign exchange
movements as discussed above.
Reported profit before tax
decreased by 18% to £21.2 million (2022: £25.9 million) which
includes additional amortisation of intangible assets following the
acquisition of Connexicon in the year.
Reconciliation of profit
before tax to adjusted profit before tax
|
|
|
|
|
|
(Unaudited)
|
Audited
|
|
|
|
|
2023
|
2022
|
|
|
|
|
£'000
|
£'000
|
|
Profit before tax
|
|
|
21,157
|
25,910
|
|
Amortisation of acquired
intangibles
|
|
|
4,887
|
3,414
|
|
Movement in long-term acquisition
liabilities
|
|
|
(186)
|
(840)
|
|
Adjusted profit before tax
|
|
|
25,858
|
28,484
|
|
|
|
|
|
|
|
|
|
The Group's effective corporation
tax rate, reflecting the blended tax rates in the countries where
we operate and including UK patent box relief, increased to 24.9%
(2022: 21.2%) due to the UK Government's enactment of a 25% tax
rate from April 2023 and a higher effective tax rate in Germany due
to the reduced Organogenesis royalty.
Adjusted diluted earnings per
share decreased by 10% to 9.39p (2022: 10.47p) and diluted earnings
per share decreased by 22% to 7.25p (2022: 9.30p), reflecting the
Group's reduced earnings.
Reflecting its confidence in the
Group's prospects, the Board is proposing an increased final
dividend of 1.66p per share (2022 final dividend: 1.51p), to be
paid on 21 June 2024 to shareholders on the register at the close
of business on 31 May 2024. This follows the interim dividend of
0.70p per share (2022 interim dividend: 0.64p) paid on 24 October
2023 and would, if approved, make a total dividend for the year of
2.36p per share (2022: 2.15p), an increase of 10%.
Note 4: Note 7 of the financial
information contains further information regarding the acquisition
accounting for Connexicon.
Operating result by business segment
|
Year ended 31 December 2023
|
Surgical
|
Woundcare
|
|
£'000
|
£'000
|
Revenue
|
79,093
|
47,117
|
Segment operating profit
|
16,041
|
4,374
|
Amortisation of acquired intangibles
|
3,944
|
943
|
Adjusted segment operating
profit5
|
19,985
|
5,317
|
Adjusted operating margin5
|
25.3%
|
11.3%
|
Year ended 31 December
2022
|
|
|
Revenue
|
74,861
|
49,469
|
Segment operating profit
|
19,333
|
6,687
|
Amortisation of acquired
intangibles
|
2,469
|
945
|
Adjusted segment operating
profit5
|
21,802
|
7,632
|
Adjusted operating
margin5
|
29.1%
|
15.4%
|
Note 5: Adjusted for
amortisation of acquired intangible assets.
Table is reconciled to
statutory information in note 3 of the financial
information.
Surgical
Surgical revenues increased by 6%
to £79.1 million (2022: £74.9 million) at reported currency and by
6% at constant currency. Adjusted operating margin decreased by 380
bps to 25.3% (2022: 29.1%) due to the impact of temporary
LiquiBand® destocking at US partners, the addition of
Connexicon and full year of AFS at lower operating margin and the
adverse margin impact of inflation.
Woundcare
Woundcare revenues decreased by 5%
to £47.1 million (2022: £49.5 million) at reported currency and 5%
at constant currency. Adjusted operating margin decreased by 410
bps to 11.3% (2022: 15.4%) due to reduced Organogenesis royalty
stream and ongoing challenging market conditions relating to
pricing pressure, low-cost competition and reimbursement
issues.
Currency
The Group hedges significant
currency transaction exposure by using forward contracts and aims
to hedge approximately 80% of its estimated transactional exposure
for the next 18 months. In the financial year, approximately one
third of sales were invoiced in Euros and approximately one quarter
were invoiced in US Dollar.
The Group estimates that a 10%
movement in the £:US$ or £:€ exchange rate will impact Sterling
revenues by approximately 2.6% and 3.6% respectively and, in the
absence of any hedging, this would have an impact on the Group
operating margin of 1.9% and 0.4% percentage points
respectively.
Cash flow
Net cash inflow from operating
activities in the period was £12.3 million, which was lower than
prior year (2022: £26.9 million) due to decreased operating profit
and increased investment in inventory to mitigate supply chain
issues and enhance our commercial capabilities. In particular we
have seen an improvement in our OTIF (On-time in full) performance
metric as we have available Inventory to immediately fulfil a
higher proportion of orders.
Net cash used in investing
activities in the period was £20.3 million, which has increased
from prior year (2022: £11.9 million) due to the acquisition of
Connexicon, which is inclusive of the initial consideration and a
further £7.0 million contingent consideration paid during the year
following delivery of several research
& development, regulatory and commercial milestones. £0.4
million of contingent consideration was also paid in the year as
AFS achieved its 2022 EBITDA milestone. These items were partially
offset by higher interest received on our cash balance.
Net cash used in financing
activities in the period was £13.6 million, which has increased
from prior year (2022: £6.3 million) due to shares purchased by the
Employee benefit trust "EBT", and a 10% increase in dividends
paid.
At the end of the period, as a
result of the above movements, the Group had net cash of £60.2
million (31 December 2022: £82.3 million) a decrease of £22.1
million in the period.
Working capital increased during
the year. Inventory cover increased to 7.1 months of supply (2022:
6.2 months) due to planned increases in stock levels to fulfil
anticipated commercial demand and to continue to build supply chain
resilience. Receivables increased by £3.8 million (2022: £1.4
million increase) due to the impact of favourable hedging contracts
and the addition of Connexicon. Debtor days has remained broadly
consistent with prior period at 45 days (2022: 44 days).
Creditor days reduced to 35 days (2022: 37 days) due to
timing of payments. Total payables increased as a result of the
addition of Connexicon and the associated contingent consideration
and increased by £0.5 million (2022: £5.7 million
increase).
Capital investment in equipment,
R&D and regulatory costs of £9.8 million (2022: £9.9 million)
has continued at a similar level as the Group continues to invest
in growth.
Cash outflow relating to taxation
increased to £4.4 million (2022: £3.3 million) due to the timing of
payments on account.
The Group paid its final dividend
for the year ended 31 December 2022 of £3.3 million in June 2023
(for the year ending December 2021, £3.0 million in June 2022), and
its interim dividend for the six months ended 30 June 2023 of £1.5
million in October 2023 (for the 6 months ended 30 June 2022: £1.4
million in October 2022).
The proposed acquisition of the
entire issued share capital of Peters Surgical will be funded by a
new debt facility which includes a £60 million term loan facility
and £30 million revolving credit facility, together (the "New Debt
Facility") with the balance of the consideration to be funded by
the Company's cash. See separate announcement for further
information.
CONDENSED CONSOLIDATED INCOME STATEMENT
|
|
|
|
|
|
|
(Unaudited)
|
|
(Audited)
|
Year
ended 31 December
|
|
2023
|
|
2022
|
|
Note
|
£'000
|
|
£'000
|
Revenue from continuing operations
|
3
|
126,210
|
|
124,330
|
Cost of sales
|
|
(56,070)
|
|
(50,914)
|
Gross profit
|
|
70,140
|
|
73,416
|
Distribution costs
|
|
(1,520)
|
|
(1,626)
|
Administration costs
|
|
(50,669)
|
|
(47,378)
|
Other income
|
|
931
|
|
478
|
Operating profit
|
4
|
18,882
|
|
24,890
|
Finance income
|
|
3,786
|
|
1,691
|
Finance costs
|
|
(1,511)
|
|
(671)
|
Profit before taxation
|
|
21,157
|
|
25,910
|
Income tax
|
5
|
(5,268)
|
|
(5,504)
|
Profit for the period attributable to equity holders of the
parent
|
|
15,889
|
|
20,406
|
Earnings per share
|
|
|
|
|
Basic
|
6
|
7.36p
|
|
9.42p
|
Diluted
|
6
|
7.25p
|
|
9.30p
|
Adjusted diluted6
|
6
|
9.39p
|
|
10.47p
|
Note 6: Adjusted for
amortisation of acquired intangible assets and movement in
long-term acquisition liabilities.
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
|
|
|
|
|
|
|
(Unaudited)
|
(Audited)
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
£'000
|
£'000
|
Profit for the year
|
|
|
|
|
15,889
|
20,406
|
Exchange differences on translation
of foreign operations
|
|
|
|
|
(3,126)
|
6,940
|
Gain/(loss) arising on cash flow
hedges
|
|
|
|
|
3,984
|
(1,297)
|
Deferred tax charge arising on cash
flow hedges
|
|
|
|
|
(465)
|
(201)
|
Total other comprehensive
income/(expense) for the year
|
|
|
|
|
393
|
5,442
|
Total comprehensive income for the
year attributable to equity holders of the parent
|
|
|
|
|
16,282
|
25,848
|
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
|
(Unaudited)
|
(Audited)
|
|
31 December
2023
|
31
December 2022
|
|
£'000
|
£'000
|
Assets
|
|
|
Non-current assets
|
|
|
Intangible assets
|
55,864
|
48,373
|
Goodwill
|
80,435
|
70,859
|
Property, plant and
equipment
|
29,601
|
29,015
|
Deferred tax assets
|
356
|
-
|
Trade and other
receivables
|
593
|
937
|
|
166,849
|
149,184
|
Current assets
|
|
|
Inventories
|
36,046
|
27,911
|
Trade and other
receivables
|
25,728
|
21,553
|
Current tax assets
|
388
|
184
|
Cash and cash equivalents
|
60,160
|
82,262
|
|
122,322
|
131,910
|
Total assets
|
289,171
|
281,094
|
Liabilities
|
|
|
Current liabilities
|
|
|
Trade and other payables
|
19,254
|
20,671
|
Current tax liabilities
|
1,165
|
948
|
Lease liabilities
|
1,164
|
1,059
|
|
21,583
|
22,678
|
Non-current liabilities
|
|
|
Trade and other payables
|
4,400
|
3,510
|
Deferred tax liabilities
|
11,013
|
9,593
|
Lease liabilities
|
7,973
|
8,691
|
|
23,386
|
21,794
|
Total liabilities
|
44,969
|
44,472
|
Net
assets
|
244,202
|
236,622
|
Equity
|
|
|
Share capital
|
10,865
|
10,843
|
Share premium
|
37,473
|
37,269
|
Share-based payments
reserve
|
18,649
|
15,711
|
Investment in own shares
|
(6,877)
|
(167)
|
Share-based payments deferred tax
reserve
|
150
|
531
|
Other reserve
|
1,531
|
1,531
|
Hedging reserve
|
2,000
|
(1,519)
|
Translation reserve
|
1,878
|
5,004
|
Retained earnings
|
178,533
|
167,419
|
Equity attributable to equity holders of the
parent
|
244,202
|
236,622
|
CONDENSED CONSOLIDATED STATEMENT OF CASH
FLOWS
|
|
(Unaudited)
|
(Audited)
|
|
|
Year ended
|
Year
ended
|
|
|
31 December
2023
|
31
December 2022
|
|
Note
|
£'000
|
£'000
|
Cash
flows from operating activities
|
|
|
|
Operating profit
|
|
18,882
|
24,890
|
Adjustments for:
|
|
|
|
Depreciation
|
|
4,375
|
4,049
|
Amortisation - acquired intangible
assets
|
|
4,887
|
3,414
|
- software intangibles
|
|
522
|
502
|
- development costs
|
|
1,004
|
879
|
Increase in inventories
|
|
(8,064)
|
(7,087)
|
Increase in trade and other
receivables
|
|
(2,515)
|
(596)
|
(Decrease)/Increase in trade and
other payables
|
|
(5,249)
|
1,711
|
Share-based payments
expense
|
|
2,916
|
2,439
|
Taxation paid
|
|
(4,413)
|
(3,324)
|
Net
cash inflow from operating activities
|
|
12,345
|
26,877
|
Cash
flows from investing activities
|
|
|
|
Purchase of software
|
|
(89)
|
(73)
|
Capitalised research and
development
|
|
(6,216)
|
(6,152)
|
Purchases of property, plant and
equipment
|
|
(3,544)
|
(3,739)
|
Disposal of property, plant and
equipment
|
|
42
|
46
|
Interest received
|
|
2,470
|
820
|
Acquisition of subsidiaries net of
cash
|
7
|
(5,529)
|
(2,781)
|
Payment of contingent
consideration
|
7
|
(7,399)
|
-
|
Net
cash used in investing activities
|
|
(20,265)
|
(11,879)
|
Cash
flows from financing activities
|
|
|
|
Dividends paid
|
|
(4,775)
|
(4,341)
|
Repayment of principal under lease
liabilities
|
|
(1,472)
|
(1,295)
|
Repayment of loan
|
7
|
(480)
|
(331)
|
Issue of equity shares
|
|
181
|
266
|
Own shares purchased
|
|
(6,710)
|
(392)
|
Own shares sold
|
|
-
|
389
|
Interest paid
|
|
(362)
|
(617)
|
Net
cash used in financing activities
|
|
(13,618)
|
(6,321)
|
Net
(decrease)/increase in cash and cash equivalents
|
|
(21,537)
|
8,677
|
Cash
and cash equivalents at the beginning of the year
|
|
82,262
|
72,965
|
Effect of foreign exchange rate changes
|
|
(564)
|
620
|
Cash
and cash equivalents at the end of the year
|
|
60,160
|
82,262
|
Notes Forming Part of the Condensed Consolidated Financial
Statements
1. Reporting entity
Advanced Medical Solutions Group
plc ("the Company") is a public limited company incorporated and
domiciled in England and Wales (registration number 02867684). The
Company's registered address is Premier Park, 33 Road One, Winsford
Industrial Estate, Cheshire, CW7 3RT.
The Company's ordinary shares are
traded on the AIM market of the London Stock Exchange plc. The
consolidated financial statements of the Company for the twelve
months ended 31 December 2023 comprise the Company and its
subsidiaries (together referred to as the "Group").
The Group is primarily involved in
the design, development and manufacture of innovative tissue
healing technology, focused on quality outcomes for patients and
value for payers. The Group has a wide range of
surgical products including tissue adhesives, sutures, haemostats,
internal fixation devices and internal sealants, which it markets
under its brands LiquiBand®, RESORBA®,
LiquiBandFix8®,
LiquifixTM and
Seal-G®. The Group also supplies wound care dressings
such as silver alginates, alginates and foams through its
ActivHeal® brand as well as under white
label.
2. Basis of preparation
These condensed unaudited
consolidated financial statements have been prepared in accordance
with the accounting policies set out in the annual report for the
year ended 31 December 2022 except for new standards adopted for
the year.
In the current year the Group has
applied a number of amendments to IFRSs issued by the IASB. Their
adoption has not had a material impact on the disclosures or on the
amounts reported in the Annual Financial Statements. The following
amendments were applied:
· Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39
and IFRS7, IFRS4 and IFRS16)
· Onerous Contracts - Cost of Fulfilling a Contract (Amendments
to IAS37)
· Property, Plant and Equipment: Proceeds before Intended Use
(Amendments to IAS 16)
· Annual Improvements to IFRS Standards 2018-2020 (Amendments
to IFRS1, IFRS9, IFRS16 and IAS 41); and
· References to Conceptual Framework (Amendments to
IFRS3)
While the financial information
included in this preliminary announcement has been prepared in
accordance with the recognition and measurement criteria of
international accounting standards and International Financial
Reporting Standards (IFRSs) as adopted by the UK, this announcement
does not itself contain sufficient information to comply with
IFRSs. The Group expects to publish full financial statements that
comply with IFRSs in April 2024.
The unaudited financial
information set out in the announcement does not constitute the
Group's statutory accounts for the years ended 31 December 2023 or
31 December 2022. The financial information for the year ended 31
December 2022 is derived from the statutory accounts for that year,
which have been delivered to the Registrar of Companies. The
auditor reported on those accounts; their report was unqualified,
did not draw attention to any matters by way of emphasis without
qualifying their report and did not contain a statement under s498
(2) or (3) Companies Act 2006. The audit of the statutory accounts
for the year ended 31 December 2023 is not yet complete. These
accounts will be finalised on the basis of the financial
information presented by the Directors in this preliminary
announcement and will be delivered to the Registrar of Companies
following the Group's annual general meeting.
The unaudited financial statements
have been prepared on the historical cost basis of accounting
except as disclosed in the accounting policies set out in the
annual report for the year ended 31 December 2022.
Going concern
With regards to the Group's
financial position, it had cash and cash equivalents at the 31
December 2023 of £60.2 million and continues to be profitable with
positive operational cash flow.
The proposed acquisition of the
entire issued share capital of Peters Surgical will be funded by a
new debt facility which includes a £60 million term loan facility
and £30 million revolving credit facility, together (the "New Debt
Facility") with the balance of the consideration to be funded by
the Group's cash.
Both the term loan and the
revolving credit facility mature in March 2027 and thereafter can
be extended by two consecutive twelve months periods. Interest on
drawn funds will be charged at the SONIA interest rate plus an
initial bank margin of 1.75%, with this margin expected to reduce
in 2025 in line with forecasted leverage
reductions.
The Directors expect the initial
proforma net debt to EBITDA ratio of the Enlarged Group to be
approximately 1.5x and to reduce materially thereafter.
In carrying out their duties in
respect of going concern, the Directors have carried out a review
of the Group's financial position and cash flow forecasts for a
period of 12 months from the date of this preliminary announcement.
These have been based on a comprehensive review of revenue,
expenditure and cash flows, taking into account specific business
risks and the current economic environment. Sensitivity analysis
has been prepared to stress test forecasts and the Directors are
confident the business is a going concern given the significant
headroom available. The Directors also considered whether any
factors exist that might reasonably impact the Group's ability to
continue as going concern beyond the period of 12 months from the
date of signing the accounts, with no factors considered reasonably
possible.
The Group operates in markets
whose demographics are favourable, underpinned by an increasing
need for products to treat chronic and acute wounds. Consequently,
market growth is predicted. The Group has a large number of
contracts with customers across different geographic regions and
also with substantial financial resources, ranging from government
agencies through to global healthcare companies. The proposed
acquisition of Peters Surgical will further expand AMS's product
portfolio, add additional direct sales capability in key
territories, improve manufacturing efficiency and further expand
the Group's specialist development and commercialisation
function.
Having taken the above into
consideration, the Directors have reached a conclusion that the
Group is well placed to manage its business risks in the current
economic environment. Accordingly, they continue to adopt the going
concern basis in preparing this preliminary
announcement.
New accounting standards not yet applied
Certain new accounting standards
and interpretations have been published that are not mandatory for
31 December 2023 reporting periods and have not been early adopted
by the Group. These standards are not expected to have a material
impact on the entity in the current or future reporting periods or
on foreseeable future transactions.
3. Segment information
As referred to in the Chief
Executive's Statement, the Group is organised into two Business
Units: Surgical and Woundcare. These Business Units are the basis
on which the Group reports its segment information.
Segment results, assets and
liabilities include items directly attributable to a segment as
well as those that can be allocated on a reasonable basis.
Unallocated items comprise mainly investments and related revenue,
corporate assets, head office expenses and income tax assets. These
are the measures reported to the Group's Chief Executive for the
purposes of resource allocation and assessment of segment
performance.
Business segments
Segment information about these
businesses is presented below.
|
Year
ended 31 December 2023
|
Surgical
|
Woundcare
|
Consolidated
|
|
(unaudited)
|
|
|
|
|
|
£'000
|
£'000
|
£'000
|
|
Revenue
|
|
|
|
|
External sales
|
79,093
|
47,117
|
126,210
|
|
Result
|
|
|
|
|
Adjusted segment operating
profit
|
19,985
|
5,317
|
25,302
|
|
Amortisation of acquired
intangibles
|
(3,944)
|
(943)
|
(4,887)
|
|
Segment operating profit
|
16,041
|
4,374
|
20,415
|
|
Unallocated expenses
|
|
|
(1,533)
|
|
Operating profit
|
|
|
18,882
|
|
Finance income
|
|
|
3,786
|
|
Finance costs
|
|
|
(1,511)
|
|
Profit before tax
|
|
|
21,157
|
|
Tax
|
|
|
(5,268)
|
|
Profit for the year
|
|
|
15,889
|
|
|
|
|
|
|
Year
ended 31 December 2023
|
Surgical
|
Woundcare
|
Consolidated
|
|
(Unaudited)
|
|
|
|
|
Other information
|
£'000
|
£'000
|
£'000
|
|
Capital additions:
|
|
|
|
|
Software intangibles
|
47
|
42
|
89
|
|
Development costs
|
5,222
|
994
|
6,216
|
|
Property, plant and
equipment
|
2,337
|
1,207
|
3,544
|
|
Depreciation and
amortisation
|
(7,504)
|
(3,284)
|
(10,788)
|
|
At
31 December 2023
|
|
|
|
|
Statement of Financial Position
|
|
|
|
|
Assets
|
|
|
|
|
Segment assets
|
207,647
|
81,524
|
289,171
|
|
Liabilities
|
|
|
|
|
Segment liabilities
|
34,810
|
10,159
|
44,969
|
|
|
|
|
|
Year ended 31 December
2022
|
Surgical
|
Woundcare
|
Consolidated
|
|
(audited)
|
|
|
|
|
|
£'000
|
£'000
|
£'000
|
|
Revenue
|
|
|
|
|
External sales
|
74,861
|
49,469
|
124,330
|
|
Result
|
|
|
|
|
Adjusted segment operating
profit
|
21,802
|
7,632
|
29,434
|
|
Amortisation of acquired
intangibles
|
(2,469)
|
(945)
|
(3,414)
|
|
Segment operating profit
|
19,333
|
6,687
|
26,020
|
|
Unallocated expenses
|
|
|
(1,130)
|
|
Operating profit
|
|
|
24,890
|
|
Finance income
|
|
|
1,691
|
|
Finance costs
|
|
|
(671)
|
|
Profit before tax
|
|
|
25,910
|
|
Tax
|
|
|
(5,504)
|
|
Profit for the year
|
|
|
20,406
|
|
|
|
|
|
|
Year ended 31 December
2022
|
Surgical
|
Woundcare
|
Consolidated
|
|
(audited)
|
|
|
|
|
Other information
|
£'000
|
£'000
|
£'000
|
|
Capital additions:
|
|
|
|
|
Software intangibles
|
34
|
39
|
73
|
|
Development costs
|
4,617
|
1,535
|
6,152
|
|
Property, plant and
equipment
|
2,258
|
1,481
|
3,739
|
|
Depreciation and
amortisation
|
(5,759)
|
(3,085)
|
(8,844)
|
|
At 31 December 2022
Statement of Financial
Position
Segment assets
|
190,456
|
90,638
|
281,094
|
|
Liabilities
|
|
|
|
|
Segment liabilities
|
29,786
|
14,686
|
44,472
|
|
|
|
|
|
|
Geographic segments
The Group operates in the UK, The
Netherlands, Germany, the Czech Republic, France, Ireland and
Israel, with a sales office located in Russia, distributor in
Austria, and a sales presence in the USA. In presenting information
on the basis of geographical segments, segment revenue is based on
the geographical location of customers. Segment assets are based on
the geographical location of the assets.
The following table provides an
analysis of the Group's revenue by geographical market,
irrespective of the origin of the goods/services, based upon
location of the Group's customers:
|
|
|
(Unaudited)
|
(Restated)
|
Year ended 31 December
|
|
|
2023
|
2022
|
|
|
|
£'000
|
£'000
|
United Kingdom
|
|
|
17,385
|
15,321
|
Germany
|
|
|
26,365
|
23,025
|
Rest of Europe
|
|
|
38,933
|
32,333
|
United States of
America
|
|
|
31,875
|
43,387
|
Rest of World
|
|
|
11,652
|
10,264
|
|
|
|
126,210
|
124,330
|
Several international distributors
with material sales have changed their shipping location during the
year. To ensure a like for like comparison, the prior year sales by
geographical market has been restated to categorise these specific
customers as if they had always been based in the amended shipping
location.
The following table provides an
analysis of the Group's total assets by geographical
location:
|
|
|
|
(Unaudited)
|
(Audited)
|
As at 31 December
|
|
|
2023
|
2022
|
|
|
|
£'000
|
£'000
|
United Kingdom
|
|
|
140,039
|
151,817
|
Germany
|
|
|
80,942
|
78,877
|
France
|
|
|
11,761
|
11,934
|
Rest of Europe
|
|
|
37,782
|
16,670
|
United States of
America
|
|
|
1,256
|
451
|
Israel
|
|
|
19,231
|
21,345
|
|
|
|
291,011
|
281,094
|
4. Operating profit
|
|
(Unaudited)
|
(Audited)
|
Year ended 31 December
|
|
2023
|
2022
|
|
|
£'000
|
£'000
|
Operating profit is arrived at after
charging:
|
|
|
Depreciation of property, plant and
equipment
|
4,375
|
4,049
|
Amortisation of:
|
|
|
- acquired intangible
assets
|
4,887
|
3,414
|
- software
intangibles
|
522
|
502
|
- development costs
|
1,004
|
879
|
Research and development costs
expensed excluding regulatory costs
|
5,597
|
4,323
|
Cost of inventories recognised as
expense
|
55,733
|
50,663
|
Write down of inventories
expensed
|
337
|
251
|
Staff costs
|
49,024
|
46,065
|
Net foreign exchange loss
|
1,955
|
1,683
|
5. Taxation
|
|
|
(Unaudited)
|
(Audited)
|
|
Year
ended 31 December
|
|
|
2023
|
2022
|
|
|
|
|
£'000
|
£'000
|
|
a) Analysis of charge for the
year
|
|
|
|
|
|
Current tax:
|
|
|
|
|
|
Tax on ordinary activities - current
year
|
|
|
5,516
|
5,655
|
|
Tax on ordinary activities - prior
year
|
|
|
(540)
|
6
|
|
|
|
|
4,976
|
5,661
|
|
Deferred tax:
|
|
|
|
|
|
Tax on ordinary activities - current
year
|
|
|
(183)
|
(84)
|
|
Tax on ordinary activities - prior
year
|
|
|
475
|
(73)
|
|
|
|
|
292
|
(157)
|
|
Tax charge for the year
|
|
|
5,268
|
5,504
|
|
The Group has chosen to use a
weighted average country tax rate rather than the UK tax rate for
the reconciliation of the charge for the year to the profit per the
income statement. The Group operates in several jurisdictions, some
of which have a tax rate in excess of the UK tax rate. As such, a
weighted average country tax rate is believed to provide the most
meaningful information to the users of the financial
statements.
|
|
|
(Unaudited)
|
(Audited)
|
|
Year
ended 31 December
|
|
2023
|
2022
|
|
|
|
£'000
|
£'000
|
|
b) Factors affecting tax charge for the
year
|
|
|
|
|
Profit before taxation
|
|
21,157
|
25,910
|
|
Profit multiplied by the weighted
average Group tax rate of 28.0% (2022: 22.8%)
|
|
5,918
|
5,911
|
|
Effects of:
|
|
|
|
|
Net expenses not deductible for tax
purposes and other timing differences
|
|
605
|
243
|
|
Patent Box Relief
|
|
(817)
|
(554)
|
|
Utilisation of trading
losses
|
|
(526)
|
(269)
|
|
Net impact of deferred tax on
capitalised development costs and R&D relief
|
|
(245)
|
32
|
|
Share-based payments
|
|
398
|
208
|
|
Adjustments in respect of prior year
- current tax
|
|
(540)
|
6
|
|
Adjustments in respect of prior year
and rate changes - deferred tax
|
|
475
|
(73)
|
|
Taxation
|
|
5,268
|
5,504
|
|
6. Earnings per share
The calculation of the basic and
diluted earnings per share is based on the following
data:
|
(Unaudited)
|
(Audited)
|
Year
ended 31 December
|
2023
|
2022
|
Number of shares
|
'000
|
'000
|
Weighted average number of ordinary
shares in issue
|
217,093
|
216,512
|
Shares held in EBT
|
(1,195)
|
-
|
Weighted average number of ordinary shares for the purposes of
basic earnings per share
|
215,898
|
216,512
|
Effect of dilutive potential
ordinary shares: share options, deferred share bonus,
LTIPs
|
3,391
|
2,969
|
Weighted average number of ordinary shares for the purposes of
diluted earnings per share
|
219,289
|
219,481
|
|
|
|
|
(Unaudited)
|
(Audited)
|
|
2023
|
2022
|
|
£'000
|
£'000
|
Profit for the year attributable to equity holders of the
parent
|
15,889
|
20,406
|
Amortisation of acquired intangible
assets
|
4,887
|
3,414
|
Movement in long-term acquisition
liabilities
|
(186)
|
(840)
|
Adjusted profit for the year attributable to equity holders of
the parent
|
20,590
|
22,980
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
(Audited)
|
|
2023
|
2022
|
|
pence
|
pence
|
Basic EPS
|
7.36
|
9.42
|
Diluted EPS
|
7.25
|
9.30
|
Adjusted basic EPS
|
9.54
|
10.61
|
Adjusted diluted EPS
|
9.39
|
10.47
|
7. Acquisition of Connexicon
On 1 February 2023, the Group
acquired 99% of the Share Capital of Connexicon Medical Limited
("Connexicon"), a tissue adhesive technology specialist based in
Dublin, Republic of Ireland, for an initial up-front payment of € 7
million, with options in place to acquire the remaining 1% of Share
Capital. The remaining 1% of Share Capital not acquired by AMS have
no-voting rights and the options are linked to future contingent
considerations up to a potential €18 million, dependent on the
delivery of certain research & development, regulatory and
commercial milestones between 2023 and 2027.
In the eleven-month period from
acquisition to 31st December 2023, Connexicon
contributed £1.4 million of revenue to the Group and £0.4 million
of operating profit. In addition, amortisation of intangible assets
of £1.3 million, plus movement in long-term acquisition liability
expense of £1.1 million was recorded within the Group as a result
of the acquisition. A number of the commercial milestones set out
in the Option Agreements were fulfilled, and therefore exercised,
resulting in contingent consideration payments of €8 million (£7.0
million) in the period. The results, assets and liabilities of
Connexicon have been included in the Surgical Business Unit
segment.
|
£'000
|
Identifiable net assets acquired
|
|
Customer related intangible
assets
|
587
|
Technology based intangible
assets
|
7,951
|
Property, plant and
equipment
|
800
|
Trade and other
receivables
|
754
|
Inventory
|
466
|
Cash and cash equivalents
|
846
|
Trade and other payables
|
(1,204)
|
Lease liabilities
|
(8)
|
Borrowings
|
(487)
|
Deferred tax on intangible
asset
|
(674)
|
|
|
Arising on acquisition
|
|
Goodwill
|
11,040
|
Total net assets
|
20,071
|
Satisfied by
|
£'000
|
Cash consideration
|
6,375
|
Contingent consideration (fair
value)
|
13,696
|
|
20,071
|
Net
cash flow on acquisition
|
£'000
|
Cash consideration
|
6,375
|
Cash acquired
|
(846)
|
|
5,529
|
Contingent consideration arose on
the acquisition in respect of up to €18 million which is payable
subject to delivery of certain research & development,
regulatory and commercial milestones between 2023 and 2027. £13.7
million was the estimated fair value of the contingent
consideration at the acquisition date and £7.6 million is the fair
value at 31 December 2023.
None of the goodwill on the
acquisition is expected to be deductible for income tax.
In addition to the contingent
consideration payment in relation to Connexicon, €0.5 million (£0.4
million) was paid in the year relating to AFS.
8. Events after reporting period
With the exception of the
acquisition of Peters Surgical for a
maximum consideration of €141.4 million and the acquisition of certain assets
of Syntacoll GmbH for €1 million
as discussed above, there have been no material
events subsequent to 31 December
2023.