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Final Results

3rd May 2017 07:00

RNS Number : 9747D
Quantum Pharma PLC
03 May 2017
 

Quantum Pharma Plc ('Quantum' or 'the Group')

Final audited results for the year ended 31 January 2017 ('the year')

3 May 2017

For immediate release

Financial highlights

· Revenue increased by 28% to £88.8m (2016: £69.2m).

· Gross profit remained flat at £25.9m (2016: £25.9m).

· Adjusted EBITDA1 of £10.1m (2016: £12.5m) with profitability run-rate increasing.

· Statutory operating loss of £9.8m (2016: £7.5m profit) resulting from the decisive and one-off actions highlighted in the January trading update to simplify and focus the business.

· Net debt1 reduced by almost half to £13.0m (2016: £24.6m).

Key developments

· Transition to a more focused and simplified business strategy led by a new Board.

· Group repositioned with a leaner operating structure and balance sheet aligned to simplified strategy.

· Secured renewal of long-term exclusive contracts to supply unlicensed medicines to three of the largest wholesale and pharmacy chains in the UK.

· Successfully launched a number of new products during the year and post year-end, including key unlicensed-to-licensed ('UL2L') product Glycopyrronium Bromide Oral Solution.

· Simplified product portfolio performing well and refocused pipeline progressing to plan.

· Successful placing in November 2016, raising £15.0m (before expenses) to significantly reduce net debt.

· Closure of loss-making business NuPharm Laboratories Limited ('NuPharm').

Ian Johnson, Non-executive Chairman of Quantum, said: "This year's results draw a line under the past performance of the Group. They mark the transition to a more focused and simplified business led by a new Board, and demonstrate real progress in executing our strategy. The Board is confident in the future prospects of the Group and we look forward to reporting on further strategic progress as we move forward."

Chris Rigg, CEO of Quantum, said: "I am very pleased with the progress we have made to date. We have driven a step change in the profitability of the Niche Pharmaceuticals division in the second half by focusing on launching and commercialising products where we have a competitive advantage. In addition, the Group has cemented its position as the UK's market-leading specials business by renewing exclusive contracts with three of the four main wholesale and pharmacy chains in the UK. Operating costs across the Group have been reduced and our net debt position at the year-end was lower than expected at £13.0m. We exited the financial year with a much improved profitability run-rate that is supportive of market expectations for the current financial year and we are well-placed to deliver future growth by focusing on our core Niche and Specials businesses."

 

An analyst briefing will be held at 09:30am today, at the offices of Buchanan, 107 Cheapside, London, EC2V 6DN. A copy of the final results presentation given by Chris Rigg (Chief Executive Officer) and Gerard Murray (Chief Financial Officer) will be released later this morning on Wednesday 3 May 2017 on the Group's website http://ir.quantumpharmagroup.com/content/investor/presentations.asp.

 

1 For a list of definitions of non-GAAP measures and references to reconciliations to GAAP measures turn to page 13.

This announcement contains inside information for the purposes of Article 7 ofEU Regulation 596/2014.

 

For further information

Quantum Pharma Plc

Ian Johnson, Non-executive Chairman

Chris Rigg, Chief Executive Officer

Gerard Murray, Chief Financial Officer

[email protected]

Tel: +44 (0) 1207 279 404

www.quantumpharmaplc.com

 

N+1 Singer

(Nominated Advisor & Broker)

Sandy Fraser / Nick Owen / James White

Tel: +44 (0) 20 7496 3000

 

Media enquiries:

Buchanan

Henry Harrison-Topham / Sophie Cowles

[email protected]

Tel: +44 (0) 20 7466 5000

www.buchanan.uk.com

Notes to editors

Quantum Pharma Plc is a service-led, niche pharmaceutical developer, manufacturer and supplier to the retail pharmacy, pharmaceutical wholesale, hospital and homecare markets. Quantum Pharma Plc operates through three divisions - Specials, Niche Pharmaceuticals and Medication Adherence - offering a portfolio of innovative and complementary products and services.

For further information, please visit www.quantumpharmagroup.com.

 

 

As a result of rounding throughout this announcement it is possible that tables may not cast and change percentages may not calculate precisely.

Chief Executive's review

I am pleased to report that the Group has made excellent progress in implementing its more focused and simplified strategy and that our performance in the second half of the year was very encouraging. The impact of the actions taken to confront the challenges we have faced leave the Group with a clean balance sheet and a leaner operating structure on which we intend to build and grow. The Group's profitability run-rate has been materially improved and we are now well-placed to take advantage of existing and future opportunities within our core businesses.

The Specials division ('Specials') remains profitable and cash generative, providing a strong platform for our development programme that is predominantly focused on unlicensed-to-licensed ('UL2L') products. The trading performance of the Niche Pharmaceuticals division ('Niche') has been transformed by the successful launch of a number of products during the year and post year-end, including our largest product to date Glycopyrronium Bromide Oral Solution 1mg/5ml ('Glyco'), and the elimination of on-going losses, unnecessary costs and marginal activities. In addition, the drive to grow our network of commercial partnerships is showing clear signs of progress. Our focus on the two core pillars of Specials and Niche will continue to drive performance improvement.

The long-term fit of the Medication Adherence ('MA') division within the Group, particularly given its low gross margin contribution, is under review.

A focused and simplified strategy

Following the conclusion of a strategic review performed during the year, we have refocused and simplified the business to:

· Closely align our business model to the UK prescribing hierarchy by moving products from an unlicensed-to-licensed status.

· Maintain market-leading position in the specials market whilst we progress the development and licensing of products in our pipeline where we have a competitive advantage.

· Invest in our UL2L development programme to license key unlicensed specials so that we can protect and grow our market share and secure economies of scale.

· Broaden our network of commercial partnerships to secure multiple routes to market for our product portfolio.

UL2L prioritisation

Prioritising our UL2L product developments delivered through Niche, emphasising those products where we can be first to market, is a key part of our strategy. This type of development plays to our strengths, with less time and investment needed to penetrate the market and achieve scale.

Having simplified the product portfolio to prioritise development of the Group's top specials licensing opportunities, it currently comprises 57 products. 19 of these products have been launched or out-licensed in the UK, with 12 having been commercialised post-simplification. The overall performance of these products since simplification has been very good, with the benefits of portfolio rationalisation evident. A further 3 products have been licensed in the UK and are in the process of being commercialised. There are an additional 35 products in various phases of development, of which 25 are UL2L developments. All developments are currently progressing to timetable. Going forward we will provide updates with respect to our licensed product portfolio as part of our interim and final results communications.

In order to release investment capacity to support UL2L prioritisation we have cancelled all development programmes where we cannot identify a commercial partnership and do not believe we can commercialise the opportunity ourselves. As a consequence, £7.2m of balance sheet investment in these products has been impaired, which is a key constituent of the reported statutory operating loss.

Broadening our commercial partnerships

Our non-UL2L portfolio is comprised of niche generic products where, although we will not have first-mover advantage and significant sales and marketing capability will likely be required to market them, we believe there remains a market opportunity.

Past experience tells us that taking share from incumbent competitors can be very challenging without an existing sales and marketing capability, and that converting these non-UL2L opportunities takes time and significant investment unless there is an established market presence.

We have therefore taken steps to commercialise selected non-UL2L products in our portfolio by partnering with other businesses that have more experience of taking generic products to market, which will help us to commercialise these developments to their fullest potential and accelerate our access to revenues through revenue-sharing agreements. We are progressing partnerships to support this strategy.

International opportunities

Our product pipeline holds significant value potential. In the UK market, the Group is well-established due to its existing infrastructure and commercial relationships built through our market-leading Specials division. We also have extensive experience and understanding of the UK's development and regulatory approval process as governed by the MHRA through the activities of our Niche division. Our strategic position in the UK is therefore strong.

We are currently seeking to realise the potential of our product portfolio beyond the UK and extend our reach into other geographies by broadening our network of international commercial partnerships. These partnerships will seek to emphasise both export and localised manufacture together with distribution opportunities to secure market access without the need to establish our own local presence.

Consolidating our position in the specials market

Our Specials division continues to perform robustly and reliably, and is cash generative. This resilient performance is particularly encouraging given the increasing competitiveness and regulatory pressure within the specials market. We have cemented our market-leading position by agreeing new long-term exclusive supply contracts with three of the largest UK wholesale and pharmacy chains, being AAH Pharmaceuticals Limited, Bestway Panacea Healthcare Limited, trading as Well Pharmacy, and Phoenix Healthcare Distribution Limited. Quantum Pharmaceutical Limited, a business within the Specials division, is the UK market leader in the supply of unlicensed medicines and around 89% of its volumes are under exclusive contracts.

Our attention is now turning to driving operational efficiencies and improvements in the Specials division to underpin profitability and provide us with the commercial agility necessary to react to market dynamics.

NuPharm closure

Following a period of sustained trading losses, the Board took the decision in October 2016 to commence consultation on the closure of NuPharm. Trading ceased at NuPharm in January 2017 in line with our stated intention and it was placed into administration on 26 April 2017 following an orderly closure process.

The total loss incurred on the closure of NuPharm is £13.7m, which reflects trading losses and closure costs of £1.7m, and £12.0m of written down balance sheet investment. This loss is shown as a discontinued operation in the consolidated income statement as NuPharm's activities as a contract manufacturer are considered to be a separate major line of business. The cash impact of NuPharm's trading losses and closure costs during the year was £2.4m.

Summary and outlook

I am very pleased with the progress we have made to date. We have driven a step change in the profitability of the Niche Pharmaceuticals division in the second half by focusing on launching and commercialising products where we have a competitive advantage. In addition, the Group has cemented its position as the UK's market-leading specials business by renewing exclusive contracts with three of the four main wholesale and pharmacy chains in the UK. Operating costs across the Group have been reduced and our net debt position at the year-end was lower than expected at £13.0m. We exited the financial year with a much improved profitability run-rate that is supportive of market expectations for the current financial year and we are well-placed to deliver future growth by focusing on our core Niche and Specials businesses.

Divisional Review

Niche Pharmaceuticals division ('Niche')

The financial year ended 31 January 2017 has been a pivotal year for the Niche division following the launch of a number of new products, the most significant of which has been Glycopyrronium Bromide Oral Solution 1mg/5ml ('Glyco'), and substantial operational changes to focus and simplify the business in line with our strategy.

Revenue grew 35% during the year to £5.8m (2016: £4.3m), driven primarily by the contribution from Glyco following its launch in August 2016. Adjusted EBITDA contracted by 33% to £1.4m (2016: £2.1m) with Glyco's trading contribution offset by a reduction in out-licensing income of £0.5m and an increased operating cost base that has now been addressed.

The adjusted EBITDA monthly run-rate of Colonis, the commercialisation arm of the Niche division, has been transformed during the second half of the year. During the first half of the year Colonis had invested ahead of meaningful sales activity to support the launch of a number of products in the portfolio where we needed engagement with healthcare professionals.

Following the decision to prioritise UL2L developments a number of underperforming product lines were discontinued, including the Mucodis range and Ergocalciferol 50,000 IU. This decision has allowed the division to focus investment on what it believes are the right products and stop on-going investment in the discontinued products, yielding significant savings. Colonis therefore exited the year with a positive monthly adjusted EBITDA run-rate, underpinned by strong contributions from Glyco alongside a number of other launched products, and a lower cost base.

In addition to Glyco, we launched several other products during the second half of the year and just after the year-end, which are delivering in line with management expectations. These include:

· Aviticol™ and Colecalciferol capsules (licensed for the treatment and prevention of Vitamin D deficiency) in an 800 IU strength in July 2016 and 1000 IU strength in August 2016;

· Metformin Oral Solution (licensed for the treatment of type 2 diabetes) in 500mg/5ml, 850mg/5ml and 1000mg/5ml strengths in December 2016;

· Folic Acid 1mg/1ml Oral Solution (licensed for the treatment of folate deficiency) and Acetylcysteine Sachets 200mg (licensed as a mucolytic) during February and March post year-end; and

· Levothyroxine Oral Solution (indicated for hyperthyroidism) in 25mcg/5ml, 50mcg/5ml and 100mcg/5ml strengths launched in April 2017.

Lamda, the product development and licensing arm of the Niche division, delivered another good performance. The development pipeline is now fully integrated at Lamda, absorbing around 60% of Lamda's total development capacity this year. The business has also continued to generate strong development, supply and royalty revenue from a range of third-party projects.

 

Specials division ('Specials')

The Specials division delivered another solid performance during the year, generating 89% of the Group's adjusted EBITDA before Group costs. The division provides a strong platform for our product development and licensing activities, as well as valuable insights into trends within the specials market that we use to inform our new product development decisions.

Revenue increased by 7% to £57.6m (2016: £53.6m) and adjusted EBITDA contracted by 6% to £10.1m (2016: £10.7m). Sales order volumes in Quantum Pharmaceutical Limited ('QPL') increased by 6%, supported by volumes gained as a result of the acquisition of 281 Sainsbury's stores by Lloyds Pharmacy in September. This was partly offset by the impact of our licensing of Glyco in August 2016, which cannibalised some existing specials sales.

The drive to secure efficiency savings across the NHS continues to create pricing pressures and changes to prescribing trends in favour of more cost-effective medicines. We are seeing this most notably through a gradual shift towards prescription of tariff medicines in place of clinically equivalent but sometimes more expensive non-tariff alternatives. This has been a feature of the industry for a number of years and we are continuing to manage this dynamic through a variety of initiatives, including margin improvement through the manufacture of more products in-house as opposed to external sourcing.

QPL was also successful in retaining all major key accounts during the year, including securing a five-year exclusive supply relationship with our largest customer, AAH Pharmaceuticals Limited, which supplies over 1,800 Lloyds Pharmacy stores and 8,000 independents across the UK. Post the year-end we entered into long-term exclusive supply agreements with Bestway Panacea Healthcare Limited, trading as Well Pharmacy, and Phoenix Healthcare Distribution Limited, who supply Rowlands pharmacies, for two and three years respectively. Securing these agreements mean we supply three out of the four largest national pharmacy chains in the UK on an exclusive basis, satisfying all of their unlicensed medicine and special obtain demand. Around 89% of our specials and special obtains sales volumes in QPL are sourced from customers with whom we have an exclusive supply relationship, providing us with good visibility over our future revenue potential.

UL Medicines, which primarily serves the hospitals sector, exited the year strongly following a softer first half. The business continues to consolidate its position as one of the leading suppliers of unlicensed imported medicines to the NHS. Following the result of the EU referendum in June 2016, the business has faced challenges relating to the impact of Sterling weakness on the cost of imported lines, however underlying hospital volumes are growing and the business has benefited from temporary supply opportunities following shortages of licensed products.

 

Medication Adherence division ('MA')

The MA division comprises Biodose Services, a homecare dispensary and delivery business, and Protomed, which provides medication management services through Biodose, its innovative multi-dose tray system. Divisional revenue increased by 125% to £25.4m (2016: £11.3m), driven by Biodose Services, which secured a number of new homecare contracts and saw continued growth in the Stork Fertility Service ('Stork'). The division delivered an adjusted EBITDA loss in the year of £0.2m (2016: £0.4m profit) overall, however the division was generating monthly profits as it exited the year.

The significant revenue base in the MA division is due to Biodose Services and the inherent characteristics of its homecare business model. The business model requires high-value medicines to be dispensed and delivered to patients at home, which results in high levels of revenue and costs and a low gross margin profile.

Trading in Protomed has been steady as the number of patients benefiting from the multi-dose tray system has remained similar to last year. The business has historically sought to commercialise Biodose Connect™, which is an extension of the multi-dose tray system. It allows carers and clinicians to remotely monitor a patient's adherence to their medication regime. It has become clear that Biodose Connect™ will require substantial further investment to establish it in the domiciliary care market, which is no longer a core area of focus for the Group.

Following our decision to focus our efforts on our core Specials and Niche businesses, we have commenced a strategic review of the MA division to conclude on its long-term fit within the Group.

 

Chris Rigg

Chief Executive Officer

2 May 2017

Chief Financial Officer's review

The cumulative financial impact of the Group's transition over the past financial year saw significant benefits to the underlying profitability run rate although this resulted in substantial non-recurring and non-operational charges arising from discontinued operations, impairment of product developments and costs incurred in implementing the simplified strategy. Underlying these results is a core Specials business model that is profitable and cash generative and a product development programme that is focused on the Group's unlicensed-to-licensed ('UL2L') strategy.

All figures in this section refer to continuing operations unless otherwise stated.

Group performance

The Group performance is summarised in the following measures:

· Revenue increased by 28% to £88.8m (2016: £69.2m)

· Gross profit remained flat at £25.9m (2016: £25.9m)

· Gross margin declined to 29.2% (2016: 37.4%)

· Adjusted EBITDA declined to £10.1m (2016: £12.5m)

· Loss before tax of £10.9m (2016: £6.7m profit)

· Capitalised development expenditure of £4.0m was incurred (2016: £6.4m)

· Net debt reduced by almost half to £13.0m (2016: £24.6m)

Revenue

REVENUE BY DIVISION (£m)

2017

2016

Specials

57.6

53.6

Niche Pharmaceuticals

5.8

4.3

Medication Adherence

25.4

11.3

Group

88.8

69.2

 

Group revenue grew by 28% to £88.8m (2016: £69.2m), primarily as a result of the revenue growth delivered in the Medication Adherence ('MA') division of £14.1m, representing 72% of the Group's total revenue increase of £19.6m. The balance of the Group's revenue growth of £5.5m was represented by the Specials division (£4.0m) and the Niche Pharmaceuticals division (£1.5m).

The Specials division delivered a strong performance during the year. It operates in a challenging market that is subject to regulated pricing across some of the division's product range. Despite these challenges, however, unlicensed medicines and special obtains volumes grew by 6% and demand for bespoke, aseptically-prepared specials also drove growth.

The Niche division licensed and launched Glycopyrronium Bromide Oral Solution 1mg/5ml ('Glyco') in the UK in August 2016, its first UL2L product with meaningful volume. Following the licensing of Glyco, other specials manufacturers of the medicine in the UK were required to cease supplying the market, making the Group the only licensed supplier at launch. The launch of Glyco is the main driver behind the Niche division's revenue growth of 35%, albeit this growth is on a low base.

The MA division exited the care home sector in the prior financial year to focus on pursuing alternative dispensing contract opportunities in the homecare sector. This revised strategy has been implemented successfully resulting in a number of important contracts with large pharmaceutical companies and NHS Trusts being secured during the financial year. The characteristic of this business is that the revenue recognised relates to the value of the medicines being dispensed, which generates a high level of revenue in this division and low levels of gross profit.

Gross profit

Despite the increase in Group revenue, gross profit was unchanged at £25.9m (2016: £25.9m) leading to a reduced gross profit margin of 29.2% (2016: 37.4%). This reduction is the result of the divisional revenue mix changing year-on-year and, in particular, the increase in lower margin homecare contracts in the MA division. The gross profit margin in the core Specials business remained stable.

Adjusted EBITDA

ADJUSTED EBITDA BY DIVISION (£m)

2017

2016

Specials

10.1

10.7

Niche Pharmaceuticals

1.4

2.1

Medication Adherence

(0.2)

0.4

Group costs

(1.2)

(0.7)

Group adjusted EBITDA

10.1

12.5

 

RECONCILIATION TO OPERATING (LOSS) PROFIT (£m)

2017

2016

Group adjusted EBITDA

10.1

12.5

Intangible amortisation and impairment

(11.2)

(0.7)

Depreciation and impairment

(1.6)

(0.9)

Impairment of investment

(0.1)

-

Board restructuring

(1.1)

-

Deferred consideration (Lamda)

(2.0)

(1.5)

Share based payments

(0.8)

(0.1)

Niche reorganisation

(2.7)

-

Non-recurring costs

(0.4)

(0.4)

Deal costs

-

(0.6)

Divestment of Care Home operation

-

(0.8)

Group statutory operating (loss) profit

(9.8)

7.5

 

Adjusted EBITDA declined to £10.1m (2016: £12.5m) after adjusting for; depreciation, amortisation and impairments of £12.9m (2016: £1.6m); non-recurring or non-operational items totalling £6.2m(2016: £3.3m); share based payments of £0.8m (2016: £0.1m); and excluding a loss on discontinued operations of £13.7m (2016: £0.3m). The contraction in adjusted EBITDA was evenly spread across all of the Group's divisions. Notable drivers include a year-on-year reduction in out-licensing revenue, an increased operating cost base in the first half and underperformance in certain areas of the business during a period of substantive change. Management actions taken during the second half of the financial year, particularly in the Niche division, have successfully addressed a number of these underperformance issues.

Non-recurring or non-operational items include a charge of £2.0m (2016: £1.5m) of deferred consideration for the Lamda acquisition, £1.1m (2016: £nil) for Board restructuring and a £2.7m loss(2016: £nil) relating to the Niche reorganisation and discontinuation of products where management do not believe the Group has a strategic market advantage.

Discontinued operation

In July 2015 the Group acquired NuPharm Laboratories Limited ('NuPharm'), a small-scale batch-made specials manufacturer, which was intended to provide the Group with an internal capability to batch manufacture both unlicensed and licensed medicines. At the time of acquisition NuPharm was under MHRA manufacturing restrictions. Following acquisition the Group encountered further operational issues that needed to be addressed. Despite additional investment by the Group and the dedication of management time since its acquisition, NuPharm suffered trading losses.

The Board concluded that it would take unacceptable additional investment, further cash losses and management time to address the operational issues and that NuPharm was not capable of becoming earnings-enhancing. Consequently the Board took the decision to proceed with a closure plan for NuPharm and trading ceased in January 2017. Following an orderly closure process NuPharm was placed into administration on 26 April 2017. NuPharm's results are included along with the impairment of its associated intangible assets and closure costs within the loss from discontinued operations of £13.7m (2016: £0.3m) shown in the consolidated income statement as it represents a separate major line of business.

(Loss) profit before tax

RECONCILIATION TO (LOSS) PROFIT FOR THE YEAR (£m)

2017

2016

Group statutory operating (loss) profit

(9.8)

7.5

Net financing expense

(1.2)

(0.9)

Share of profit of equity-accounted investees, net of tax

0.1

0.1

Taxation

1.8

(0.8)

(Loss) profit for the year - continuing operations

(9.1)

5.9

Loss from discontinued operations

(13.7)

(0.3)

(Loss) profit for the year

(22.8)

5.6

 

The Group incurred a loss for the year of £22.8m (2016: £5.6m profit) comprising losses from discontinued operations of £13.7m (2016: £0.3m) and from continuing operations of £9.1m (2016: £5.9m profit). The statutory loss from continuing operations includes a number of non-recurring and non-operational costs associated with the transition to a more focused and simplified strategy that have been explained in the adjusted EBITDA section above.

(Loss) earnings per share - continuing operations

MOVEMENT IN BASIC (LOSS) EARNINGS PER SHARE (Pence)

2017

2016

Prior year earnings per share

4.7

1.3

Change due to:

 

 

(Loss) profit for the year

(12.3)

8.9

Weighted average number of shares in issue

0.9

(5.5)

Current year (loss) earnings per share

(6.7)

4.7

 

The table bridges the movement in (loss) earnings per share year-on-year, showing the value of the movement that is attributable to the change in earnings and the value that is due to a change in the number of ordinary shares in issue.

Operating cash flow

The Group generated net cash inflows from continuing operating activities of £6.1m (2016: £7.9m) from a loss after tax for the year of £9.1m (2016: £5.9m profit). The loss after tax from continuing operations includes non-cash charges relating to depreciation, amortisation and impairment of £12.9m (2016: £1.6m). These non-cash charges explain why the Group's net cash inflows from operating activities in the current year are only £1.8m lower than the prior year. The other contributing factor is the improved working capital controls that have been implemented during the year. Net cash inflows from working capital during the year were £2.6m compared to £0.7m net outflows in 2016.

Discontinued operations incurred net cash outflows from operating activities of £2.2m (2016: £0.9m).

Investment

During the year the Group's capitalised development expenditure was £4.0m (2016: £6.4m) with development activities now focused on a clearly defined set of products aligned with the Group's strategy. At the same time all of the Group's development projects with the exception of one have been transferred from a portfolio of third-party contracted development organisations to Lamda to improve efficiency of execution and measurement of progress.

Net debt and banking facilities

NET DEBT (£m)

2017

2016

Cash and cash equivalents

(7.9)

(4.2)

Term loan

21.2

24.2

Revolving credit facility

-

5.0

Unamortised loan issue costs

(0.3)

(0.4)

Net debt

13.0

24.6

 

Net debt was better than expected, reducing by 47% to £13.0m (2016: £24.6m), and comprised borrowings net of unamortised loan issue costs of £20.9m (2016: £28.8m) and cash and cash equivalents of £7.9m (2016: £4.2m). This was mainly due to the successful completion of a £15.0m (before expenses) equity fundraise in November 2016 and tighter working capital management across the year.

During the prior year, the Group agreed new banking facilities with RBS and Lloyds that increased overall debt facilities to £35.0m comprising a £25.0m term loan plus £10.0m revolving credit facility, which was undrawn at the year-end.

Dividend

The Board has decided not to declare a dividend in respect of the current financial year (2016: 1.5 pence per share).

 

Gerard Murray

Chief Financial Officer

2 May 2017

 

Appendix I - Non-GAAP measures

Metric

Description

Why we use it

Adjusted EBITDA

Adjusted EBITDA is statutory operating profit excluding:

§ Depreciation and impairments of tangible non-current assets;

§ Amortisation and impairments of intangible non-current assets;

§ Items that management judge to be one-off or non-operational; and

§ Acquisition-related items.

A reconciliation is set out on page 10.

Adjusted EBITDA is profitability stated before the non-cash accounting impact of depreciation, amortisation, impairments, share based payments, and excludes the potentially distorting effects of non-recurring and non-operational items. This is the measure management use internally to assess the underlying trading performance of the business.

Adjusted earnings per share

Adjusted earnings per share is adjusted profit after tax divided by the weighted average number of ordinary shares in issue during the financial year.

Adjusted profit after tax is adjusted EBITDA:

§ Less depreciation and amortisation;

§ Less net financing expenses;

§ Plus the Group's share of profit of equity-accounted investees, net of tax;

§ Includes an accrued charge or credit for corporation tax on taxable profits; and

§ Includes movement in provisions for deferred tax.

All adjustments made to adjusted EBITDA as set out in the definition above are net of tax where applicable.

A reconciliation to earnings per share is provided in note 4 of this announcement.

Adjusted earnings per share (and the growth or contraction versus previous periods) allows management to assess the post-tax underlying trading performance of the business in combination with the impact of capital structuring actions on the share base (e.g. as a result of a share issue or a share buyback programme).

Net debt

Net debt comprises:

§ The carrying value of all bank term loans; and

§ The carrying value of all drawn revolving credit facilities and overdrafts.

Less:

§ Cash and cash equivalents; and

§ Unamortised loan issue costs.

All amounts are closing balances as at the relevant balance sheet date.

A breakdown of net debt is set out on page 12.

This represents the amount of the Group's funding structure that is provided through debt finance.

 

Consolidated Income Statement

for year ended 31 January 2017

 

Note

 

2017

 

2016

£000

£000

Continuing operations

Revenue

2

88,770

69,227

Cost of sales

(62,846)

(43,352)

Gross profit

25,924

25,875

Other operating income

16

204

Distribution expenses

(2,600)

(2,571)

Administrative expenses

(33,186)

(16,019)

Operating (loss) profit

(9,846)

7,489

Financial expense

(1,150)

(902)

Net financing expense

(1,150)

(902)

Share of profit of equity-accounted investees, net of tax

145

106

(Loss) profit before tax

(10,851)

6,693

Taxation

1,790

(780)

(Loss) profit for the year from continuing operations

(9,061)

5,913

Discontinued operations

Loss for the year from discontinued operations

3

(13,705)

(317)

(Loss) profit for the year

(22,766)

5,596

Basic and diluted earnings per share attributed to equity shareholders

of the Company

Basic (p):

4

(16.9)

4.5

Diluted (p):

4

(16.9)

4.3

Basic (p) - continuing operations only:

4

(6.7)

4.7

Diluted (p) - continuing operations only:

4

(6.7)

4.5

Basic (p) - discontinued operations only:

4

(10.2)

(0.2)

Diluted (p) - discontinued operations only:

4

(10.2)

(0.2)

 

 

Consolidated Statement of Comprehensive Income

for year ended 31 January 2017

 

2017

2016

£000

£000

(Loss) profit for the year

(22,766)

5,596

Other comprehensive income

Items that are or may be recycled subsequently into profit or loss

Foreign exchange translation differences

74

(3)

Other comprehensive income (loss) for the year, net of income tax

74

(3)

Total comprehensive (loss) income for the year

(22,692)

5,593

Attributable to:

Equity holders of the parent

(22,692)

5,593

 

 

Consolidated Balance Sheet

at 31 January 2017

Note

2017

2016

£000

£000

Non-current assets

Property, plant and equipment

4,211

5,967

Intangible assets

5

59,493

78,432

Investments

-

105

63,704

84,504

Current assets

Inventories

3,985

4,887

Tax receivable

228

307

Trade and other receivables

14,965

13,410

Cash and cash equivalents

7,941

4,240

27,119

22,844

Total assets

90,823

107,348

Current liabilities

Other interest-bearing loans and borrowings

(2,880)

(7,880)

Trade and other payables

(22,433)

(18,943)

Provisions

(572)

(1,355)

(25,885)

(28,178)

Non-current liabilities

Other interest-bearing loans and borrowings

(18,080)

(20,959)

Other payables

-

(19)

Provisions

-

(439)

Deferred tax liabilities

(244)

(2,244)

(18,324)

(23,661)

Total liabilities

(44,209)

(51,839)

Net assets

2

46,614

55,509

Consolidated Balance Sheet (continued)

at 31 January 2017

2017

2016

£000

£000

Equity attributable to equity holders of the parent

Share capital

16,912

12,500

Share premium

74,799

64,940

Consolidation reserve

(9,752)

(9,752)

Translation reserve

116

42

Other reserve

(21,726)

(21,726)

ESOP own share reserve

(484)

(484)

Merger reserve

8,742

8,742

Retained earnings

(21,993)

1,247

Total equity

46,614

55,509

 

 

 

 

These financial statements were approved by the Board of Directors on 2 May 2017 and were signed on its behalf by:

 

 

 

G T Murray

Director

Company registered number: 9269818

Consolidated Statement of Changes in Equity

Share

capital

Share

premium

 

 

Consolidation

reserve

Translation reserve

Other reserve

ESOP own share reserve

Merger reserve

Retained

earnings

Total equity

£000

£000

£000

£000

£000

£000

£000

£000

£000

Balance at 1 February 2016

12,500

64,940

(9,752)

42

(21,726)

(484)

8,742

1,247

55,509

 

 

 

 

 

 

 

 

 

Total comprehensive income for the year

Loss for the year

-

-

-

-

-

-

-

(22,766)

(22,766)

Other comprehensive income

-

-

-

74

-

-

-

-

74

 

 

 

 

 

 

 

 

 

Total comprehensive income for the year

-

-

-

74

-

-

-

(22,766)

(22,692)

 

 

 

 

 

 

 

 

 

Transactions with owners, recorded directly in equity

Issue of ordinary shares

4,412

10,588

-

-

-

-

-

-

15,000

Issue costs charged against share premium

-

(729)

-

-

-

-

-

-

(729)

Contributions by and distributions to owners

-

-

-

-

-

-

-

(1,250)

(1,250)

Equity-settled share based payment transactions

-

-

-

-

-

-

-

776

776

 

 

 

 

 

 

 

 

 

Total contributions by and distributions to

 owners

4,412

9,859

-

-

-

-

-

(474)

13,797

 

 

 

 

 

 

 

 

 

Total transactions with owners

4,412

9,859

-

-

-

-

-

(474)

13,797

 

 

 

 

 

 

 

 

 

Balance at 31 January 2017

16,912

74,799

(9,752)

116

(21,726)

(484)

8,742

(21,993)

46,614

 

 

 

 

 

 

 

 

 

 

 

Consolidated Statement of Changes in Equity (continued)

Share

capital

Share

premium

 

 

Consolidation

reserve

Translation reserve

Other reserve

ESOP own share reserve

Merger reserve

Retained

earnings

Total equity

£000

£000

£000

£000

£000

£000

£000

£000

£000

Balance at 1 February 2015

12,500

64,940

(9,752)

45

(21,726)

(484)

8,742

(3,545)

50,720

 

 

 

 

 

 

 

 

 

Total comprehensive income for the year

Profit for the year

-

-

-

-

-

-

-

5,596

5,596

Other comprehensive loss

-

-

-

(3)

-

-

-

-

(3)

 

 

 

 

 

 

 

 

 

Total comprehensive income for the year

-

-

-

(3)

-

-

-

5,596

5,593

 

 

 

 

 

 

 

 

 

Transactions with owners, recorded directly in equity

Contributions by and distributions to owners

-

-

-

-

-

-

-

(937)

(937)

Equity-settled share based payment transactions

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

133

 

133

 

 

 

 

 

 

 

 

 

Total contributions by and distributions to owners

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(804)

 

(804)

 

 

 

 

 

 

 

 

 

Total transactions with owners

-

-

-

-

-

-

-

(804)

(804)

 

 

 

 

 

 

 

 

 

Balance at 31 January 2016

12,500

64,940

(9,752)

42

(21,726)

(484)

8,742

1,247

55,509

 

 

 

 

 

 

 

 

 

Consolidated Cash Flow Statement

for year ended 31 January 2017

 

Note

2017

2016

£000

£000

Cash flows from operating activities

(Loss) profit for the year from continuing operations

(9,061)

5,913

Adjustments for:

Depreciation, amortisation and impairment

12,956

1,631

Financial expense

1,150

902

Share of profit of equity-accounted investees

(145)

(106)

Equity settled share-based payment expenses

776

133

Taxation

(1,790)

780

 

 

 

 

3,886

9,253

Increase in trade and other receivables

(1,739)

(920)

Decrease (increase) in inventories

651

(575)

Increase in trade and other payables

3,647

1,241

Increase (decrease) in provisions

44

(501)

 

 

 

 

6,489

8,498

Interest paid

(929)

(720)

Tax received

546

83

 

 

 

 

Net cash inflow from continuing operating activities

6,106

7,861

Net cash outflow from operating activities in discontinued operations

(2,222)

(884)

Net cash inflow from operating activities

3,884

6,977

 

 

 

 

Cash flows from investing activities

Acquisition of property, plant and equipment

(719)

(1,845)

Acquisition of subsidiaries, net of cash acquired

-

(3,285)

Acquisition of investment

-

(105)

Capitalised development expenditure

5

(4,035)

(6,355)

Acquisition of other intangible assets

5

(212)

(287)

 

 

 

 

Net cash outflow from investing activities in continuing operations

(4,966)

(11,877)

Net cash outflow from investing activities in discontinued operations

(238)

(9,075)

Net cash outflow from investing activities

(5,204)

(20,952)

 

 

 

 

Cash flows from financing activities

 Proceeds from the issue of share capital (net of expenses)

14,271

-

Proceeds from new loan

-

29,520

Repayment of borrowings

(8,000)

(15,754)

Dividends paid

(1,250)

(937)

 

 

 

 

Net cash inflow from financing activities in continuing operations

5,021

12,829

Net cash outflow from financing activities in discontinued operations

-

(487)

Net cash inflow from financing activities

5,021

12,342

 

 

 

 

Net increase (decrease) in cash and cash equivalents

3,701

(1,633)

Cash and cash equivalents at start of year

4,240

5,873

 

 

 

 

Cash and cash equivalents at year end

7,941

4,240

 

 

 

 

 

Notes

 

1 Basis of preparation and status of financial information

The financial information set out above has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards as adopted by the EU (Adopted IFRSs).

The financial information set out above does not constitute the Group's statutory accounts for the years ended 31 January 2017 or 2016. Statutory accounts for 2016 have been delivered to the Registrar of Companies, and those for 2017 will be delivered in due course. The auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report (iii) did not contain a statement under s498 (2) or (3) of the Companies Act 2006.

These results were approved by the Board of Directors on 2 May 2017.

 

2 Segmental reporting

The following analysis by segment is presented in accordance with IFRS 8 on the basis of those segments whose operating results are regularly reviewed by the Board (the Chief Operating Decision Maker as defined by IFRS 8) to assess performance and make strategic decisions about allocation of resources.

The sectors distinguished as operating segments are Specials, Niche Pharmaceuticals and Medication Adherence. A short description of these sectors is as follows:

· Specials - Manufacture, source and supply special medicines to pharmacies, pharmaceutical wholesalers, hospitals (NHS and private) and other specials suppliers throughout the UK and overseas.

· Niche Pharmaceuticals (Niche) - develop and supply niche pharmaceuticals, provide development and regulatory services and out-license products and dossiers to third parties in the UK and overseas.

· Medication Adherence (MA) - provide products and services designed to enhance adherence to medication regimes.

These operating segments have separate management teams and offer different products and services and are considered as reportable segments. The segment results, as reported to the Board, are calculated under the principles of IFRS. Performance is measured on the basis of Adjusted EBITDA which comprises the segment result before non-cash items (amortisation, depreciation and share based payments) and other items that are excluded when the Board assess performance. A reconciliation between Adjusted EBITDA and profit (loss) before tax is included in the tables below:

The results shown below are from continuing operations only.

31 January 2017

Specials

Niche

MA

Total

£000

£000

£000

£000

Result and reconciliation to loss before tax

Total revenue

62,477

7,862

25,496

95,835

Intersegmental

(4,910)

(2,077)

(78)

(7,065)

Revenue

57,567

5,785

25,418

88,770

Segment Adjusted EBITDA

10,067

1,434

(208)

11,293

Group cost centres

(1,164)

Group Adjusted EBITDA

10,129

Intangible amortisation and impairment

(11,195)

Depreciation and impairment

(1,656)

Impairment of investment

(105)

Board restructuring

(1,085)

Deferred consideration accounted for as remuneration (Lamda)

(1,977)

Share based payments

(776)

Niche reorganisation

(2,666)

Non-recurring costs

(515)

Operating loss

(9,846)

Financial expense

(1,150)

Share of profit of jointly controlled entities

145

Loss before tax from continuing operations

(10,851)

NET ASSETS

Segment assets

93,035

16,678

8,671

118,384

Segment liabilities

(56,801)

(24,427)

(23,460)

(104,688)

Segment net assets (liabilities)

36,234

(7,749)

(14,789)

13,696

Unallocated net assets

32,918

Total net assets

46,614

Depreciation, amortisation and impairment

1,654

8,319

2,983

12,956

Capital expenditure

121

464

184

769

Capitalised development, patent and software costs

233

3,685

329

4,247

 

Unallocated net assets include cash and cash equivalents (£1.6m), trade and other payables (£1.1m), bank term loans (£21.0m) and net intra-group loan receivables (£53.4m).

31 January 2016

Specials

Niche

MA

Total

 

£000

£000

£000

£000

 

 

Result and reconciliation to profit before tax

 

 

Total revenue

58,770

6,480

11,508

76,758

 

Intersegmental

(5,142)

(2,226)

(163)

(7,531)

 

 

Revenue

53,628

4,254

11,345

69,227

 

 

 

Segment Adjusted EBITDA

10,723

2,127

405

13,255

 

 

Group cost centres

(757)

 

 

Group Adjusted EBITDA

12,498

 

 

Intangible amortisation and impairment

(723)

 

Depreciation

(908)

 

Deal costs

(625)

 

Deferred consideration accounted for as remuneration (Lamda)

(1,461)

 

Share based payments

(133)

 

Divestment of Care Home operation

(796)

 

Non-recurring costs

(363)

 

 

Operating profit

7,489

 

 

Financial expense

(902)

 

Share of profit of jointly controlled entities

106

 

 

Profit before taxation from continuing operations

6,693

 

 

 

 

 

 

 

NET ASSETS

Segment assets

107,708

18,543

9,847

136,098

Segment liabilities

(56,378)

(16,473)

(18,648)

(91,499)

Segment net assets (liabilities)

51,330

2,070

(8,801)

44,599

Unallocated net assets

10,910

Total net assets

55,509

Depreciation, amortisation and impairment

902

329

400

1,631

Capital expenditure

1,157

392

296

1,845

Capitalised development, patent and software costs

232

5,615

795

6,642

 

Unallocated net assets includes trade and other payables (£0.4m), bank term loan (£28.8m) and net intra-group loan receivables (£40.1m).

In both years revenue is generated almost entirely in the UK. In the year ended 31 January 2017 one (2016: one) customer accounted for 23% (2016: 24%) of Group revenue.

3 Discontinued operations

The Group's discontinued operation, NuPharm Laboratories Limited, made a loss of £13.7m (2016: £0.3m) after tax during the year. These losses have been classified as discontinued in the current year, with prior year restatement, as NuPharm Laboratories Limited represents a separate major line of business.

2017

2016

£000

£000

Revenue

1,303

763

Cost of sales

(2,126)

(402)

Gross (loss) profit

(823)

361

Other operating income

70

-

Distribution expenses

(31)

(23)

Administrative expenses

(543)

(642)

Intangible amortisation

(209)

(138)

Impairment of goodwill and other intangibles

(12,049)

-

Depreciation

(200)

(83)

Impairment of tangible fixed assets

(590)

-

Operating loss

(14,375)

(525)

Financial expense

(7)

(3)

Loss before tax from discontinued operation

(14,382)

(528)

Taxation

Current tax credit

136

186

Deferred tax credit

541

25

Loss for the year from discontinued operations

(13,705)

(317)

2017

£000

2016

£000

The major classes of assets and liabilities directly attributable to the discontinued operation are:

Non-current assets

-

12,810

Inventories

-

251

Trade and other receivables

25

208

Cash and cash equivalents

5

35

Trade and other payables

(377)

(637)

Provisions

(459)

(1,605)

Tax liabilities

-

(599)

 

4 Earnings per share

Continuing operations

2017

Total Group

2017

Continuing operations

2016

Total

Group

2016

 

£000

£000

£000

£000

 

 

(Loss) profit attributable to equity shareholders of the parent

(9,061)

(22,766)

5,913

5,596

 

 

2017

Number

('000)

2016 Number

('000)

 

 

Basic weighted average number of shares

134,764

125,000

 

Dilutive potential ordinary shares

-

6,117

 

 

Diluted weighted average number of shares

134,764

131,117

 

Pence

Pence

 

 

Basic (loss) earnings per share

(16.9)

4.5

 

Diluted (loss) earnings per share

(16.9)

4.3

 

Basic (loss) earnings per share - continuing operations

(6.7)

4.7

 

Diluted (loss) earnings per share - continuing operations

(6.7)

4.5

 

Basic loss per share - discontinued operations

(10.2)

(0.2)

 

Diluted loss per share - discontinued operations

(10.2)

(0.2)

 

 

Basic weighted average number of shares include those shares in the EBT to which the beneficiaries are unconditionally entitled.

The dilutive potential shares relate to the share options. There were no potentially dilutive shares or other instrument that have been excluded from Diluted EPS because they are antidilutive.

Adjusted EPS

2017

2016

£000

£000

(Loss) profit after tax

(9,061)

5,913

Add:

Impairment of intangible assets

9,403

-

Impairment of investment

105

-

Board restructuring

1,085

-

Deal costs

-

625

Deferred consideration accounted for as remuneration (Lamda)

1,977

 

1,461

Share based payments

776

133

Divestment of Care Home operation

-

796

Niche reorganisation

2,666

-

Non-recurring costs

515

363

Finance costs

103

143

Less: tax associated with adjustments

(874)

(325)

Adjusted profit after tax

6,695

9,109

The adjusted EPS, based on the adjusted earnings above for the year from continuing operations and weighted average number of shares in issue of 134,764,000 (2016: 125,000,000) is 5.0 pence (2016: 7.3 pence).

The adjusted diluted earnings per share based on the adjusted earnings from continuing operations above and a weighted average number of shares of 134,764,000 (2016: 131,117,000) is 5.0 pence (2016: 6.9 pence).

5 Intangible assets

 

Software

development

Development

costs

Patents and

trade-marks

Customer

relationship

Goodwill

Total

£000

£000

£000

£000

£000

£000

Cost

Balance at 1 February 2015

42

5,363

252

1,728

60,319

67,704

Internal developments

-

6,355

-

-

-

6,355

External purchases

240

-

47

-

-

287

Acquisitions through business

combinations

 

-

 

-

 

-

 

2,787

 

12,340

 

15,127

Balance at 31 January 2016

282

11,718

299

4,515

72,659

89,473

Balance at 1 February 2016

282

11,718

299

4,515

72,659

89,473

Internal developments

-

4,035

-

-

-

4,035

External purchases

72

-

140

-

-

212

Reclassified from tangibles

519

-

-

-

-

519

Transfers

(142)

142

-

-

-

-

Balance at 31 January 2017

731

15,895

439

4,515

72,659

94,239

Amortisation and impairment

 

Balance at 1 February 2015

-

128

74

519

9,459

10,180

Amortisation for the year

2

441

26

312

-

781

Impairment

-

80

-

-

-

80

Balance at 31 January 2016

2

649

100

831

9,459

11,041

Balance at 1 February 2016

2

649

100

831

9,459

11,041

Amortisation for the year

46

1,544

29

382

-

2,001

Impairment

-

7,910

249

2,439

10,854

21,452

Reclassified from tangibles

252

-

-

-

-

252

Balance at 31 January 2017

300

10,103

378

3,652

20,313

34,746

 

 

 

 

 

 

Net book value

At 31 January 2016

280

11,069

199

3,684

63,200

78,432

At 31 January 2017

431

5,792

 61

863

52,346

59,493

 

 

 

 

 

 

 

Impairment and amortisation

The impairment and amortisation charges are recognised in the following line items in the consolidated income statement:

 

Impairment

Amortisation

2017

2016

2017

2016

£000

£000

£000

£000

Administrative expenses

9,403

80

1,792

781

Discontinued operations

12,049

-

209

-

21,452

80

2,001

781

 

An impairment charge of £21,452,000 (2016: £80,000) has been recognised in the year arising from the decisions to discontinue NuPharm operations £12,049,000 (2016: £nil), not progress the development of certain medicines £7,210,000 (2016: £80,000) and the write down of goodwill and other intangible assets in respect of Protomed Limited £2,193,000 (2016: £nil) due to uncertainty over the level of future profits.

Impairment testing

Goodwill and indefinite life intangible assets considered significant in comparison to the Group's total carrying amount of such assets have been allocated to cash generating units or groups of cash generating units as follows:

Goodwill

2017

2016

£000

£000

Quantum Pharmaceutical Limited

37,703

37,703

U L Medicines Limited

9,647

9,647

Colonis Pharma Limited and Lamda

3,155

3,155

Total Medication Management Services Limited ("TOMMS")

1,841

1,841

Protomed Limited

-

1,245

NuPharm Group Limited

-

9,609

 

 

 

 

 

52,346

63,200

 

The recoverable amount of the goodwill allocated to the above cash generating units has been calculated with reference to their value in use. The key assumptions of this calculation are shown below:

2017

2016

Period on which management approved forecasts are based

3 years

3 years

Growth rate applied beyond approved forecast period

0%

0%

Discount rate

8-10%

10%

 

Management have assumed 0% growth beyond the forecast period. The forecast period is based on a three year business model approved by the Board. The key assumption in those forecasts is revenue. Forecasts for the more established businesses are based on historical growth trends. For the less mature businesses, forecast revenues are based on management's assessment of market trends and the impact of the Group's growth initiatives. In respect of Colonis and Lamda, forecast revenue is based on estimated revenues for each product in development, which in turn is based on estimated market size and the Group's likely market share.

The recoverable amount of these cash generating units has been calculated with reference to their value in use. Management have used a pre-tax discount rate ranging from 8% to 10% that reflects current market assessments for the time value of money and the risks associated with the CGU. A discount rate of 8% has been applied to the core mature business units within the Group, namely Quantum Pharmaceutical Limited and UL Medicines Limited, with a 10% discount rate applied to the less mature business units and revenue streams, namely TOMMS, 'Colonis Pharma Limited and Lamda'. A further analysis would be done if this suggested that the impairment assessment was sensitive to the discount rate. Management has performed sensitivity analysis on all the impairment calculations by increasing the pre-tax discount rate by 5% to 13% and 15% respectively and sensitising revenue by 5% and no impairment would arise in any period.

- Ends -

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