Advanced Medical Solutions Group
plc
("AMS"
or the "Group")
Interim results for the six
months ended 30 June 2024
~ H1 delivering high
quality growth alongside transformative Peters Surgical acquisition
~
~ Current trading in line,
FY expectations reiterated ~
Winsford, UK, 18 September 2024: Advanced Medical Solutions Group plc (AIM: AMS), the
world-leading specialist in tissue-healing
technologies, today announces its unaudited interim results
for the six months ended 30 June 2024 (the "Period").
Financial
Highlights:
|
H1
2024
|
H1
2023
|
Reported
change
|
Change
at constant currency¹
|
Revenue (£ million)
|
68.0
|
63.1
|
+8%
|
+10%
|
Adjusted Measures
|
|
|
|
|
Adjusted² profit before tax (£
million)
|
14.8
|
13.8
|
+8%
|
|
Adjusted² profit before tax margin
%
|
21.8%
|
21.8%
|
0.0pp
|
|
Adjusted² diluted earnings per
share (p)
|
5.35
|
4.97
|
+8%
|
|
|
|
|
|
|
Reported Measures
|
|
|
|
|
Profit before tax (£
million)
|
5.7
|
11.8
|
-52%
|
|
Profit before tax margin
%
|
8.4%
|
18.7%
|
-10.3pp
|
|
Diluted earnings per share
(p)
|
1.92
|
4.06
|
-53%
|
|
Net operating cash flow (£
million)
|
7.0
|
4.1
|
+68%
|
|
Net cash3 (£ million)
|
55.6
|
69.1
|
-20%
|
|
|
|
|
|
|
Interim dividend per share
(p)
|
0.77p
|
0.70p
|
+10%
|
|
Business Highlights
(including post period end):
Operational
· Robust financial performance in line with expectations, with
strong organic growth in the Period driven by the Surgical
business, with particularly strong growth from US
LiquiBand®.
· The
transformative acquisition of Peters Surgical, completed 1 July
2024, a leading global provider of specialty surgical sutures,
mechanical haemostasis and internal cyanoacrylate devices,
substantially strengthens AMS's position as a leading global
surgical supplier; with the integration of the business progressing
well.
· The
acquisition of Syntacoll GmbH ("Syntacoll"), completed 1 March
2024, a specialist manufacturer of drug-eluting collagens,
strengthens the Group's existing Biosurgical business.
· The
Board has completed a strategic review of the Woundcare Business
Unit and has concluded that profitability of the Unit can be
improved by focusing on higher margin business and reducing
investment in certain areas.
Financial
· Revenue increased by 8% to £68.0 million and by 10% at
constant currency (2023 H1: £63.1 million) driven by growth across
all categories in the Surgical Business Unit, partly offset by
challenges in the Woundcare Business Unit.
· Surgical revenues increased by 23% to £48.4 million (2023 H1:
£39.4 million) and by 27% at constant currency, with double-digit
growth in all product categories.
· US
LiquiBand® grew by 54% at constant currency, due to
significant momentum from the success of AMS's 2023 renegotiation
of distribution agreements with key partners, an element of partner
stock rebuild and in comparison to a weak prior period.
· Significant US launch orders were also received in the Period
for LIQUIFIXTM
with repeat orders expected in H1 2025, following
a longer than anticipated Group Purchasing Organisations ("GPOs")
approval process.
· Woundcare revenues decreased by 17%, at both reported
currency and constant currency, to £19.5 million (2023 H1: £23.7
million) due to the previously reported declining Organogenesis
royalty and weak demand, in particular within exudate management,
which included the cessation of certain low margin
business.
· Gross margins reduced to 54.3% (2023 H1: 56.5%) due to the
previously reported reduction in Organogenesis royalty income
stream, weakness in the Woundcare Business Unit and the addition of
Syntacoll which currently operates at a lower margin.
· Adjusted profit before tax increased by 8% to £14.8 million
(2023 H1: £13.8 million) with adjusted profit before tax margin
remaining constant at 21.8% (2023 H1: 21.8%). Reported profit
before tax declined to £5.7 million (2023 H1: £11.8 million) as a
result of significant acquisition-related exceptional items
incurred in the period.
· Net
cash3 decreased to £55.6 million from a year-end
position of £60.2 million (2023 H1: £69.1 million) following the
acquisition of assets of Syntacoll, and contingent consideration
for Connexicon Medical Ltd ("Connexicon") following positive
achievement of Research & Development milestones. Additional
working capital has also been required to support Surgical growth.
Post period end (as at 1 July), following the completion of the
Peter's Surgical acquisition, the Company's net debt position was £
56.2 million.
· Given the Board's continued confidence in the future,
the interim dividend is increased 10% to
0.77p per share (2023 H1: 0.70p)
Outlook
· Outlook remains unchanged and the Board anticipates that
revenue and adjusted profit will be in line with its
expectations.
Commenting on the interim results Chris Meredith, CEO of AMS,
said: "We are delighted with the
progress made so far this year, having completed the acquisitions
of Peters Surgical and Syntacoll and now being able to report such
a strong first half performance from the AMS Surgical business
unit. Since the completion of the Peters Surgical deal in July,
integration has been progressing well, and the business is proving
to be an excellent fit culturally and strategically. Whilst
Woundcare has continued to struggle, we believe we have a pathway
to improving its profitability. We feel confident that our enlarged
portfolio, greater geographic reach, the synergies that we believe
can be established over the next three years, combined with the
revitalised momentum established in the legacy AMS Surgical
business has set us on a very strong trajectory for growth in the
long-term."
- End -
Notes
1 Constant currency adjusts for the effect
of currency movements by re-translating the current period's
performance at the previous period's exchange
rates
2 Adjusted profit before tax is shown
before exceptional items which, in 2024 H1, were £7.5 million
expense (2023 H1: £nil); amortisation of acquired intangible assets
which, in 2024 H1, were £2.5 million (2023 H1: £2.4 million) and a
£0.9 million credit for movement in long-term acquisition
liabilities (2023 H1: credit of £0.4 million) as defined in the
financial review. Adjusted operating margin is shown before
amortisation of acquired intangible assets
3 Net cash consisted of £134.9 million of
cash and cash equivalents (2023 H1: £69.1 million) and £79.3
million of debt (2023 H1: £nil debt. The majority of the cash
as at 30 June was paid out on 1 July to acquire Peters
Surgical.
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
|
Tel: +44
(0) 20 3709 5700
|
Mary-Jane Elliott
/ Lucy Featherstone
|
AMS@consilium-comms.com
|
|
|
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
|
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 and internal
sealants, which it markets under its brands LiquiBand®, RESORBA®,
LiquiBandFix8®, LIQUIFIX™, Peters Surgical, Ifabond, Vitalitec 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 seven
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, Connexicon, an Irish
tissue adhesives specialist, Syntacoll, a German specialist in
collagen-based absorbable surgical implants and Peters Surgical, a
global provider of specialty surgical sutures, mechanical
haemostasis and internal cyanoacrylate devices.
AMS's products, manufactured in
the UK, Germany, France, the Netherlands, Thailand, India, 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, Austria, France,
Poland, Benelux, India, 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 1,500
employees. For more information, please see
www.admedsol.com.
Chief Executive's Review
Summary and Outlook
A number of strategic initiatives,
new product launches and key acquisitions have been implemented
over the past 12 months that the Board believes will transform AMS
into a significantly larger, more competitive business with greater
scope to generate stronger and more sustainable growth in the
long-term. The interim results to the end of June 2024 confirm that
many of these initiatives are already working well and delivering
growth.
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® and LIQUIFIXTM.
Revenue increased by 23% on a reported basis and
27% on a constant currency basis in the Period to £48.4 million
(2023 H1: £39.4 million).
Surgical Business Unit
|
2024 H1
£ million
|
2023
H1
£
million
|
Reported
Growth
|
Growth
at constant currency
|
Advanced Closure
|
21.8
|
17.0
|
28%
|
30%
|
Internal Fixation and
Sealants
|
3.8
|
2.2
|
75%
|
79%
|
Traditional Closure
|
10.4
|
9.4
|
11%
|
17%
|
Biosurgical Devices
|
9.5
|
8.3
|
15%
|
18%
|
Other Distributed
Products
|
3.0
|
2.5
|
19%
|
22%
|
TOTAL
|
48.4
|
39.4
|
23%
|
27%
|
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
|
2024 H1
£ million
|
2023 H1
£ million
|
Reported
Growth
|
Growth
at constant currency
|
Americas
|
13.8
|
9.2
|
50%
|
54%
|
UK/Germany
|
4.1
|
4.0
|
0%
|
1%
|
ROW
|
3.2
|
3.4
|
-6%
|
-5%
|
Connexicon
|
0.7
|
0.4
|
81%
|
86%
|
TOTAL
|
21.8
|
17.0
|
28%
|
30%
|
LiquiBand® revenues
increased by 28% to £21.8 million (2023 H1: £17.0 million) and 30%
at constant currency, predominately due to the successful
implementation of the new US marketing strategy, which involved AMS
taking over direct sales control for one key distribution channel,
as well as other important renegotiations with its other partners.
The success of this strategy, supported by partner stock rebuild,
has resulted in US revenues of £13.8 million (2023 H1: £9.2
million) in the first half; growth of 50% on a reported basis and
54% at constant currency, compared to the weak prior period which
saw higher than expected levels of destocking. This strategy has
been further enhanced by Connexicon securing its FDA
approvals in July 2024, providing the
opportunity for further product exclusivity for our marketing
partners and greater commitment from all parties.
US FDA approval granted in July for
the majority of the Connexicon portfolio triggered €3m of earn-out
payments in July relating to the approval.
Outside the US, end user demand for
LiquiBand® remains strong, however phasing of customer
orders, including the NHS supply chain, has meant this underlying
demand has not been reflected in reported revenue growth during the
Period.
The Chinese approval process for
Connexicon Indermil® has begun following completion of
clinical trial recruitment. It is anticipated that approval will be
obtained by 2026 which would represent AMS's first tissue adhesive
approval in this very significant market.
Internal Fixation and
Sealants
AMS's hernia mesh fixation device,
sold under the LiquiBandFix8® brand ex-US and as
LIQUIFIXTM in the US, secures meshes inside the body
with accurately delivered individual drops of cyanoacrylate
adhesive instead of traditional tacks and staples. Revenues
increased by 75% on a reported basis to £3.8 million (2023 H1: £2.2
million) and 79% on a constant currency basis.
The US launch of
LIQUIFIXTM is progressing well with significant launch
orders received. The GPO approval process has proven to be more
prolonged than anticipated and consequently limited orders are
expected in the second half of 2024. Progress has been made in two
major US GPOs, with approval in Premier GPO, leveraging our
distribution partners existing Premier mesh approvals, and pending
approval in HealthTrust GPO from 1 November. Following the
HealthTrust GPO approval, significant orders are anticipated from
H1 2025.
SEAL-G® MIST
is a novel, internal, biological sealant used to
seal tissue to reduce leakage of fluid during internal surgery.
Following a non-randomised clinical study
of 160 gastrointestinal (GI)
surgery patients in 2023, AMS has
progressed with a 60-patient clinical study for pancreatic surgery,
which is a high-risk procedure with higher leakage rates and thus a
lower patient population to demonstrate results. This study is
underway with 29 procedures completed and positive initial
feedback.
In 2023, a key component required
to connect the laparoscopic device to an external gas supply was
discontinued by the supplier, restricting commercialisation and
limiting our activities to just critical clinical work and KOL
surgeon evaluations. With no short-term solution, AMS is
progressing with its development of the next generation
laparoscopic device that does not need a gas supply connection and
has developed a working prototype.
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. Revenue increased by 11% to £10.4 million
(2023 H1: £9.4 million) and by 17% at constant currency with
ongoing growth primarily in our core European markets. Customer
appetite for suture conversions has significantly increased and
greater investment in inventory has allowed commercial demand to be
met and increased AMS's ability to win new customers.
Biosurgical
Devices
The Biosurgical Devices category
comprises antibiotic-loaded collagen sponges, collagen membranes
and cones, oxidised cellulose, synthetic bone substitutes and
bio-absorbable screws. Revenue increased by
15% to £9.5 million (2023 H1: £8.3
million) and by 18% at constant currency, including a £1 million
contribution from the acquisition of the Syntacoll assets from
administration in March 2024. The assets were purchased for €1
million, and came on-line in May 2024, significantly enhancing
AMS's Biosurgical capabilities in the development, manufacture and
regulatory approval of drug-loaded collagens. These capabilities
are expected to accelerate AMS's US approval pathway for the
combined collagen portfolio to open substantial new high margin US
biosurgical opportunities.
End user demand for AMS's collagen
products remains strong but technical and manufacturing issues at
the Nuremburg facility in the Period restricted the Group's ability
to fulfil all customer orders. Expertise acquired with the
Syntacoll assets has already started to address some of these
issues and, with the addition of the new facility, AMS expects to
have significant capacity headroom against forecasted future
demand.
Other Distributed
Products
The Other Distributed products
category comprises products distributed through AFS Medical in
Austria, including minimally invasive access ports and laparoscopic
instruments. This category excludes sales of LiquiBandFix8® which are recorded within the
Internal Fixation and Sealants category. Revenue increased by 19%
on a reported basis and 22% on a constant currency basis to £3.0
million (2023 H1: £2.5 million).
Peters
Surgical
AMS completed the acquisition of
Peters Surgical in July 2024. Consideration consisted of an initial
cash payment of €132.5 million, on a normalised cash free, debt
free basis, and an earnout of up to €8.9 million payable in FY25
and FY26 on delivery of regulatory, gross margin, inventory and tax
milestones. Two US approvals are required to trigger the regulatory
milestone, one of which has already been achieved in Q3 2024. It is
anticipated that the second approval, that would trigger the
earnout, will follow in late 2024 or early 2025. Peters Surgical
increased revenues by 6% to €85.2 million in the last 12 months to
the end of the Period.
Excellent progress has been made
since the recent completion, confirming the excellent cultural and
strategic fit between both companies.
A dedicated integration team has
been established to maximise and deliver significant operational
synergies, which the Board is confident will be £10 million p.a.
from FY27 from Peters Surgical and Syntacoll. Optimisation of the
operational functions of both businesses is subject to regulatory
approval timelines and is expected to take approximately three
years to complete.
The commercial integration of both
businesses is also underway and is on track.
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
and multi-layer woundcare products.
Business Unit revenue decreased by
17% in the Period to £19.5 million (2023 H1: £23.7 million) on a
reported and constant currency basis.
Woundcare Business Unit
|
2024 H1
£ million
|
2023
H1
£
million
|
Reported
Growth
|
Growth
at constant currency
|
Infection and Exudate
Management
|
17.2
|
19.9
|
-13%
|
-13%
|
Other Woundcare
|
2.3
|
3.8
|
-39%
|
-38%
|
TOTAL
|
19.5
|
23.7
|
-17%
|
-17%
|
Infection and Exudate
Management
Infection and Exudate Management
revenue decreased by 13% on both a reported and constant currency
basis to £17.2 million (2023 H1: £19.9 million). Ongoing
challenging market conditions continue to impact the business
including pricing pressure, low-cost competition and reimbursement
issues, but the first half performance was also impacted by adverse
phasing of orders during the Period. The ordering pattern
anticipated during the rest of the year is expected to result in a
stronger second half.
Other
Woundcare
Other Woundcare comprises
royalties, fees and woundcare sealants. Revenue reduced by 39% at
reported currency and by 38% at constant currency to £2.3 million
(2023 H1: £3.8 million) as a result of lower royalty income from
the Group's licensing arrangement with Organogenesis, as announced
in September 2023.
Woundcare
strategy
With the Group's increased focus
on Surgical products and as the challenging Woundcare market
conditions persist, the Board has performed a strategic review of
the Woundcare Business Unit which included assessing its growth
prospects, investment requirements and gross margins by customer
and product. Following this review, the Board has concluded that
shareholder value can be best optimised through various
initiatives, including focusing on higher margin business and
reducing investment in certain areas, that will improve future
profitability of the Unit.
Regulatory
AMS continues to make good
progress in meeting the requirements for the new Medical Devices
Regulation (MDR) and is well placed to obtain certifications for
all its products well before the extended 2027/2028
deadlines.
Environmental, Social & Governance
AMS continues to make positive
progress on its ESG activities, building on the foundations
reported in its FY23 Annual report. It is now working on aligning
these with the considerable CSR program already established in the
Peters Surgical group. This alignment will include combining
emissions data for the two businesses and rebasing the initial
carbon footprint for the enlarged group, progressing its Pathway to
Net Zero, which has a commitment date of 2045.
Stakeholders
On behalf of the Board, I would
like to thank the Group's committed staff, partners and other
stakeholders, without whose help and commitment the achievements
during the Period would not have been possible.
Outlook
The strong underlying trend in
AMS's Surgical business has continued in Q3 whilst the
Peters Surgical business performed in line with
expectations in the first half of 2024 and is expected to make a
positive contribution to the group from its acquisition in July
2024. The outlook for the Group for the full year 2024 remains
unchanged and the Board anticipates that revenue and adjusted
profit will be in line with its expectations.
Financial Review
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 and profit,
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
Completion of the Peters Surgical
acquisition in July 2024 transforms the Group going forwards,
adding significant revenue, profit and scale whilst reducing our
net cash position. In the last 12 months to the end of the Period,
Peters Surgical reported revenue of €85.2 million and adjusted
EBITDA of €13.6 million. To fund the acquisition the Group obtained
£90 million of borrowing facilities from its banks as discussed in
further detail below.
During the period, revenue
increased by 8% at reported currency to £68.0 million (2023 H1:
£63.1 million) and increased by 10% at constant currency, as
summarised in the Chief Executive's Review.
Gross profit increased to £36.9
million (2023 H1: £35.7 million) but gross margin decreased to
54.3% (2023 H1: 56.5%) due to adverse product mix in Woundcare
including the reduced royalty income from Organogenesis.
Administration expenses, before
exceptional items, remained constant at £25.0 million (2023 H1:
£25.0 million) although it includes the effect of favourable
foreign exchange movements which added £2 million of benefit versus
the prior period. The Group has increased investment in the sales
and marketing team to support growth, in particular in the Surgical
business unit whilst the acquisition of Connexicon in H1 2023 has
added £0.2 million of annualised operating costs.
Exceptional items totalling £7.5
million (2023 H1: £nil) have been incurred in the period as a
result of the acquisition of Peters Surgical and Syntacoll. Given
the significance of these costs in the period, in comparison to
costs incurred for acquisitions in previous periods, they have been
disclosed separately. Exceptional costs incurred in relation to
Peters Surgical include deal advisory fees, due diligence fees such
as legal, accounting and tax amongst others as well as hedging
costs to ensure protection against movement in the euro rate on the
purchase price between March 2024 when the Group agreed to acquire
Peters Surgical and June when FDI approval for the transaction was
received. Exceptional items relating to Syntacoll include legal
costs, termination payments to staff not retained and operating
costs for an idle period when the site was not yet operational. The
site recommenced operations at the end of May.
As the investment required to
comply with the Medical Device Regulation ("MDR") nears completion,
the Group has been able to reduce the regulatory element of its
R&D spend and consequently total investment in R&D has
reduced to £5.6 million (2023 H1: £6.0 million), representing 8.2%
(2023 H1: 9.5%) of revenue. The reduction from the prior period
also reflects the inclusion in FY23 of the final stages of the US
PMA for LIQUIFIXâ„¢. As shown in the table
below, elements of this cost are capitalised and amortised over 5
to 10 years.
|
H1
2024
|
H1
2023
|
|
£'000
|
£'000
|
Total investment in Research and
Development, Regulatory and Clinical
|
5,593
|
5,972
|
Of which:
|
|
|
Charged to the profit and loss
account
|
3,448
|
2,926
|
Capitalised, to be amortised over
5-10 years
|
2,145
|
3,046
|
Amortisation of acquired
intangible assets increased to £2.5 million (2023 H1: £2.4 million)
due to the annualised impact of the prior period Connexicon
acquisition.
Adjusted operating profit, which
excludes amortisation of acquired intangibles and exceptional
items, increased by 9% to £14.0 million (2023 H1: £12.8 million)
whilst the adjusted operating margin increased by 20 bps to 20.5%
(2023 H1: 20.3%) due to the improved performance of the Surgical
business unit.
Movement in long-term acquisition
liabilities of Sealantis, AFS & Connexicon resulted in a net
credit of £0.9 million (2023 H1: £0.4 million credit), as a result
of a reduction in the Connexicon earn-out.
The Group delivered increased
adjusted profit before tax of £14.8 million (2023 H1: £13.8
million), despite the Woundcare headwind. Reported profit before
tax was £5.7 million (2023 H1: £11.8 million) as a result of the
significant exceptional items incurred in the period.
Reconciliation of profit before tax to adjusted profit before
tax
|
|
H1 2024
|
H1
2023
|
|
£'000
|
£'000
|
Profit before tax
|
5,695
|
11,768
|
Amortisation of acquired
intangibles
|
2,468
|
2,402
|
Exceptional items
|
7,544
|
-
|
Movement in long-term acquisition
liabilities
|
(895)
|
(404)
|
Adjusted profit before
tax
|
14,812
|
13,766
|
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 26.7%
(2023 H1: 24.1%) with the main driver behind the increase being
acquisition costs, some of which are not tax deductible, and the
annualised impact of the UK Corporation tax rate increase to 25%,
effective 1st April 2023. These are partly offset by
lower profits in Germany as a result of the reduced Organogenesis
royalty. The tax rate in Germany is higher than the Group's average
tax rate and therefore a lower proportion of profit in Germany
reduces the Group's effective tax rate.
Adjusted diluted earnings per
share increased by 8% to 5.35p (2023 H1: 4.97p) whilst adjusted
basic earnings per share also increased by 8% to 5.44p (2023 H1:
5.04p). Diluted earnings per share reduced by 53% to 1.92p (2023
H1: 4.06p) as a result of the significant exceptional items
incurred in the period and basic earnings per share reduced by 53%
to 1.95p (2023 H1: 4.12p).
The Board intends to pay an
interim dividend of 0.77p per share on 25 October 2024 to
shareholders on the register at the close of business on 27
September 2024. This is a 10% increase on the interim dividend paid
in respect of the first half of 2023 reflecting the Board's ongoing
confidence in the future growth in the Group.
Operating result by business segment
|
Six
months ended 30 June 2024
|
Surgical
|
Woundcare
|
|
£'000
|
£'000
|
Revenue
|
48,439
|
19,547
|
Segment operating profit
|
11,375
|
776
|
Amortisation of acquired intangibles
|
1,998
|
470
|
Adjusted segment operating profit4
|
13,373
|
1,246
|
Adjusted operating margin4
|
27.6%
|
6.4%
|
Six months ended 30 June
2023
|
|
|
Revenue
|
39,411
|
23,677
|
Segment operating profit
|
8,164
|
2,860
|
Amortisation of acquired
intangibles
|
1,931
|
471
|
Adjusted segment operating
profit4
|
10,095
|
3,331
|
Adjusted operating
margin4
|
25.6%
|
14.1%
|
4 Adjusted for amortisation
of acquired intangible assets and exceptional
items
Table is reconciled to statutory information in note 5 of the
financial information.
Surgical
Surgical revenues increased by 23%
to £48.4 million (2023 H1: £39.4 million) at reported currency and
increased by 27% at constant currency. Adjusted operating margin
increased by 200 bps to 27.6% (2023 H1: 25.6%) due to improved
sales mix following the new US Marketing strategy for
LiquiBand®.
Woundcare
Woundcare revenues decreased by
17% to £19.5 million (2023 H1: £23.7 million) at reported currency
and constant currency. Adjusted operating margin decreased by 770
bps to 6.4% (2023 H1: 14.1%) predominately due to adverse product
mix and lower royalty income from Organogenesis.
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 first half of the year,
approximately one third of sales were invoiced in Euros and
approximately one third were invoiced in US Dollars. Sales in Czech
Koruna & Russian Ruble are immaterial for the purpose of
hedging. The acquisition of Peters Surgical will add further USD
and Euro cash flows as well as additional currencies including Thai
Baht and Indian Rupees. The impact of this is being considered and
risk management plans will be implemented as appropriate although
the net risk is unlikely to be material.
The Group estimates that a 10%
movement in the £:US$ or £:€ exchange rate will impact Sterling
revenues by approximately 3.0% and 3.6% respectively and in the
absence of any hedging this would have an impact on the Group
operating margin of 2.1% and 0.3% percentage points respectively.
Given the increased cost base in Euro currency following the latest
acquisitions across Europe, the Euro currency transaction exposure
has a minimal impact on Group Operating Margin, and hence the Group
has decided to only hedge US Dollar currency transaction exposure
over the next 18 months.
Cash Flow
Adjusted net cash inflow from
operating activities has increased by 160% due to increased
operating profit when excluding the impact of exceptional items.
Net cash inflow from operating activities increased by 68% to £7.0
million (2023 H1: £4.1 million) despite reduced operating profit
due to the timing of certain payables items, in particular
acquisition related costs which were incurred but not paid at the
end of the period. Additional information on working capital
movements is explained below.
Reconciliation of Net cash inflow from operating activities
to Adjusted net cash inflow from operating
activities
|
|
(Unaudited)
|
(unaudited)
|
Six months
ended
|
Six
months ended
|
|
30 June
2024
|
30 June
2023
|
|
|
|
Net
cash inflow from operating activities
|
6,962
|
4,149
|
Add back exceptional
items
|
3,841
|
-
|
Adjusted net cash inflow from operating
activities
|
10,803
|
4,149
|
At the end of the Period, net cash
had reduced to £55.6 million from £60.2 million at year-end (2023
H1: £69.1 million) due to acquisition related payments including
€1m for the acquisition of Syntacoll assets; earn-out payments of
€3m for achievement of Connexicon Research & Development
milestones and €0.5 million for the achievement of AFS' FY23 EBITDA
target. Additional working capital has also impacted cash as a
result of increased levels of Inventory and Receivables. Net cash
includes £79.3 million debt (2023 H1: £nil debt) obtained at the
end of the period ahead of completing the Peters
acquisition.
In the first half of 2024,
receivables increased by £2.9 million (2023 H1: £3.2 million
increase) due to increased sales volumes, particularly within the
US. Debtor days increased to 47 from 45 days at year-end (2023 H1:
41 days) due to higher levels of US sales in the period which are
typically on longer payment terms.
Total payables increased by £1.3
million (2023 H1: £4.0 million increase) due to significant
acquisition related activity within the period, some of which is to
be paid post-period end increasing the payables position. This was
partially offset by the reduction in payables following Connexicon
& AFS earn-out related payments. Creditor days increased
slightly to 37 days from 35 days at year-end and was in line with
previous HY reporting (2023 H1: 37 days).
Inventory levels increased by £2.5
million (2023 H1: £3.9 million increase) following the acquisition
of Syntacoll assets, increasing our capabilities in the Collagen
market. Inventory cover for the period has increased to 7.3 months
of supply in comparison to 7.1 months at year-end (2023 H1: 6.7
months) with the Group choosing to maintain higher than historical
levels of Inventory in order to remain resilient to supply
chain risks and fulfil growing commercial demand.
In the Period, the Group invested
£3.8 million in capital equipment, R&D and regulatory costs, a
reduction from the prior period (2023 H1: £4.8 million) which
reflects the reducing levels of investment required for MDR. The
prior period also included investment in the LIQUIFIXTM PMA approval
which was received in July 2023. The current period includes
investment in packaging automation in Germany to improve production
efficiency, investment in Information Systems including hardware
and continued progress on Medical Device Regulation
compliance.
Tax payments increased to £2.9
million (2023 H1: £1.4 million) which is £1.4 million higher than
tax in the income statement, mainly due to timing of payments on
account.
In June 2024, the Group paid its
final dividend for the year ended 31 December 2023 of £3.6 million
(2023 H1: £3.3 million).
The Group utilised £80 million of
funding from its two banks, NatWest and HSBC, who, as a syndicate,
have arranged a new debt facility in the period to fund part of the
cash consideration for the post period end acquisition of Peters
Surgical. As part of the borrowing arrangement, fees of £0.7
million were deducted from the £80 million loan. The facility is up
to £90 million potential borrowing comprised of Facility A, a £60
million term loan facility with £5 million of annual repayments
commencing 1st July 2025 and Facility B, a £30 million
multi-currency revolving credit facility, of which £20 million has
been drawn down at 30 June 2024.
£10 million of funding in the
revolving credit facility remains available in future if required.
The interest rate on both facilities for the first year is based on
SONIA plus 1.75% margin. Following the first year, the margin can
vary based on the Groups net leverage. The minimum margin is 1.50%
per annum based on a net leverage of less than 1.5:1.0 but greater
than 1.0:1.0, and the maximum margin is 2.50% per annum based on a
net leverage of more than 2.5:1.0.
The loan has covenants in place
meaning the group needs to comply with the following financial
conditions: a) Interest cover in respect of any relevant period
shall not be less than 4.0:1.0 and b) Net leverage in respect of
each relevant period shall not exceed 3.0:1.0.
Interest cover is calculated as a
ratio of Adjusted EBITDA to Net Finance Charge in respect of any
relevant period. Net leverage is calculated as a ratio of Total Net
Debt on the last day of that relevant period to Adjusted EBITDA in
respect of that relevant period.
Post period-end, on 1st
July 2024, the Group completed the acquisition of Peters Surgical
with consideration consisting of an initial cash payment of €132.5
million.
CONDENSED CONSOLIDATED STATEMENT OF CASH
FLOWS
|
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
|
Six months
|
Six
months
|
Year
|
|
|
ended
|
ended
|
ended
|
|
|
30 June
2024
|
30 June
2023
|
31
December 2023
|
|
Note
|
£'000
|
£'000
|
£'000
|
Cash
flows from operating activities
|
|
|
|
|
Operating profit
|
|
3,943
|
10,406
|
18,882
|
Adjustments for:
|
|
|
|
|
Depreciation
|
|
2,434
|
2,045
|
4,375
|
Amortisation - acquired intangible
assets
|
|
2,468
|
2,402
|
4,887
|
- development costs
|
|
574
|
458
|
1,004
|
- software intangibles
|
|
227
|
258
|
522
|
Increase in inventories
|
|
(2,477)
|
(4,011)
|
(8,064)
|
Increase in trade and other
receivables
|
|
(4,288)
|
(2,732)
|
(2,515)
|
Increase/(decrease) in trade and
other payables
|
|
5,519
|
(4,783)
|
(5,249)
|
Share-based payments
expense
|
|
1,450
|
1,476
|
2,916
|
Taxation paid
|
|
(2,888)
|
(1,370)
|
(4,413)
|
Net
cash inflow from operating activities
|
|
6,962
|
4,149
|
12,345
|
Cash
flows from investing activities
|
|
|
|
|
Purchase of software
|
|
(152)
|
(4)
|
(89)
|
Capitalised development
costs
|
|
(2,145)
|
(3,046)
|
(6,216)
|
Purchases of property, plant and
equipment
|
|
(1,546)
|
(1,767)
|
(3,544)
|
Proceeds from disposal of property,
plant and equipment
|
|
6
|
-
|
42
|
Interest received
|
|
1,064
|
1,147
|
2,470
|
Acquisitions (net of cash
acquired)
|
10
|
(899)
|
(5,529)
|
(5,529)
|
Payment of contingent
consideration
|
10
|
(2,998)
|
(3,080)
|
(7,399)
|
Net
cash used in investing activities
|
|
(6,670)
|
(12,279)
|
(20,265)
|
Cash
flows from financing activities
|
|
|
|
|
Dividends paid
|
9
|
(3,563)
|
(3,274)
|
(4,775)
|
Repayment of principal under lease
liabilities
|
|
(876)
|
(653)
|
(1,472)
|
Repayment of borrowings
|
|
-
|
(480)
|
(480)
|
New bank loan raised
|
|
79,325
|
-
|
-
|
Issue of equity shares
|
|
(41)
|
162
|
180
|
Shares purchased by
Employee Benefit Trust
|
|
-
|
-
|
(6,710)
|
Shares sold by Employee Benefit Trust
|
|
-
|
-
|
-
|
Interest paid
|
|
(196)
|
(204)
|
(362)
|
Net
cash used in financing activities
|
|
74,649
|
(4,449)
|
(13,618)
|
Net
increase/(decrease) in cash and cash equivalents
|
|
74,941
|
(12,579)
|
(21,538)
|
Cash
and cash equivalents at the beginning of the
period
|
|
60,160
|
82,262
|
82,262
|
Effect of foreign exchange rate changes
|
|
(157)
|
(541)
|
(564)
|
Cash
and cash equivalents at the end of the period
|
|
134,944
|
69,142
|
60,160
|
Notes Forming Part of the
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 2867684). 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 six months
ended 30 June 2024 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 for sale into the global medical device
market.
2. Basis of
preparation
The information for the period
ended 30 June 2024 does not constitute statutory accounts as
defined in section 434 of the Companies Act 2006. A copy of the
statutory accounts for the year ended 31 December 2023 has been
delivered to the Registrar of Companies. The auditor reported on
those accounts; their report was unqualified, did not draw
attention to any matters of emphasis without qualifying the report
and did not contain a statement under section 498 (2) or (3) of the
Companies Act 2006.
The individual financial
statements for each Group company are presented in the currency of
the primary economic environment in which it operates (its
functional currency). For the purpose of the consolidated financial
statements, the results and financial position of each Group
company are expressed in pounds sterling, which is the functional
currency of the Company and the presentation currency for the
consolidated financial statements.
3. Accounting
policies
The same accounting policies,
presentations and methods of computation are followed in the
condensed set of financial statements as applied in the Group's
latest annual audited financial apart from the adoption of the
following new or amended IFRS and Interpretations issued by the
International Accounting Standards Board (IASB):
- Amendments to IFRS 16 Leases: Lease
Liability in a Sale and Leaseback
- Amendments to IAS 1 Presentation of Financial Statements:
Classification of liabilities as Current or Non-Current and
Non-current Liabilities with Covenants
- Amendments to IAS 7 Statement of
Cash Flows and IFRS 7 Financial Instruments: Disclosures Supplier Finance
Arrangements
No revised standards adopted in
the current period have had a material impact on the Group's
financial statements.
The unaudited condensed set of
financial statements included in this half-yearly financial report
have been prepared in accordance with International Accounting
Standard 34 'Interim Financial Reporting', as adopted by the United
Kingdom. These condensed interim accounts should be read in
conjunction with the annual accounts of the Group for the year
ended 31 December 2023. The annual financial statements of Advanced
Medical Solutions Group plc are prepared in accordance with
International Financial Reporting Standards as adopted by the
United Kingdom.
4. Earnings per
share
|
(Unaudited)
|
(Unaudited)
|
|
|
Six months
|
Six
months
|
(Audited)
|
|
ended
|
ended
|
Year
ended
|
|
30 June
2024
|
30 June
2023
|
31
December 2023
|
Number of shares
|
'000
|
'000
|
'000
|
Weighted average number of ordinary
shares
|
217,395
|
216,947
|
217,093
|
Basic weighted average number of
shares held by Employee Benefit Trust
|
(3,222)
|
-
|
(1,195)
|
Weighted average number of ordinary shares for the purposes of
basic earnings per share
|
214,173
|
216,947
|
215,898
|
Effect of dilutive potential
ordinary shares: share options, deferred annual bonus, Share
Incentive Plan, LTIPs
|
3,536
|
3,084
|
3,391
|
Weighted average number of ordinary shares for the purposes of
diluted earnings per share
|
217,709
|
220,031
|
219,289
|
Basic EPS is calculated by
dividing the earnings attributable to ordinary shareholders by the
weighted average number of shares outstanding during the
period.
Diluted EPS is calculated on the
same basis as basic EPS but with the further adjustment to the
weighted average shares in issue to reflect the effect of all
potentially dilutive share options. The number of potentially
dilutive share options is derived from the number of share options
and awards granted to employees where the exercise price is less
than the average market price of the Company's ordinary shares
during the period.
Adjusted earnings per share
Adjusted EPS is calculated after
adding back amortisation of acquired intangible assets, exceptional
items and movement in long-term acquisition liabilities and is
based on earnings of:
|
(Unaudited)
|
(Unaudited)
|
|
|
Six months
|
Six
months
|
(Audited)
|
|
ended
|
ended
|
Year ended
|
|
30 June
2024
|
30 June
2023
|
31
December 2023
|
|
£'000
|
£'000
|
£'000
|
Earnings
|
|
|
|
Profit for the year being
attributable to equity holders of the parent
|
4,176
|
8,932
|
15,889
|
Exceptional items
|
7,544
|
-
|
-
|
Tax impact of exceptional
items
|
(1,648)
|
-
|
-
|
Amortisation of acquired intangible
assets
|
2,468
|
2,402
|
4,887
|
Movement in long-term acquisition
liabilities
|
(895)
|
(404)
|
(186)
|
Adjusted profit for the year being attributable to equity
holders of the parent
|
11,645
|
10,930
|
20,590
|
|
|
|
|
|
pence
|
pence
|
pence
|
Basic EPS
|
1.95
|
4.12
|
7.36
|
Diluted EPS
|
1.92
|
4.06
|
7.25
|
Adjusted basic EPS
|
5.44
|
5.04
|
9.54
|
Adjusted diluted EPS
|
5.35
|
4.97
|
9.39
|
The denominators used are the same
as those detailed above for both basic and diluted earnings per
share.
The adjusted diluted EPS
information is considered to provide an alternative representation
of the Group's trading performance, consistent with the view of
management.
5. 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, exceptional items, income
tax assets and the Group's external borrowings. These are the
measures reported to the Group's Chief Executive for the purposes
of resource allocation and assessment of segment
performance.
Business segments
The principal activities of the
business units are as follows:
Surgical
Selling, marketing and innovation
of the Group's surgical products either
sold directly by our sales teams or by distributors.
Woundcare
Selling, marketing and innovation
of the Group's advanced woundcare products supplied under partner
brands, bulk materials and the ActivHeal®
brand predominantly to the UK NHS as well as bio
diagnostics products following the acquisition of
Raleigh.
Segment information about these
Business Units is presented below:
Six
months ended
30
June 2024
|
Surgical
|
Woundcare
|
Consolidated
|
(Unaudited)
|
£'000
|
£'000
|
£'000
|
Revenue
|
48,439
|
19,547
|
67,986
|
|
|
|
|
Result
|
|
|
|
Adjusted segment operating
profit
|
13,373
|
1,246
|
14,619
|
Amortisation of acquired
intangibles
|
(1,998)
|
(470)
|
(2,468)
|
Segment operating profit
|
11,375
|
776
|
12,151
|
Unallocated expenses
|
|
|
(664)
|
Exceptional items
|
|
|
(7,544)
|
Operating profit
|
|
|
3,943
|
Finance income
|
|
|
2,024
|
Finance costs
|
|
|
(272)
|
Profit before tax
|
|
|
5,695
|
Tax
|
|
|
(1,519)
|
Profit for the period
|
|
|
4,176
|
At
30 June 2024
(Unaudited)
|
Surgical
|
Woundcare
|
Consolidated
|
Other information
|
£'000
|
£'000
|
£'000
|
Capital additions:
|
|
|
|
Software intangibles
|
102
|
50
|
152
|
Development
|
1,867
|
278
|
2,145
|
Property, plant and
equipment
|
1,024
|
522
|
1,546
|
Depreciation and
amortisation
|
(4,219)
|
(1,484)
|
(5,703)
|
Balance sheet
|
|
|
|
Assets
|
|
|
|
Segment assets
|
278,125
|
88,985
|
367,110
|
Unallocated assets
|
|
|
675
|
Consolidated total assets
|
|
|
367,785
|
Liabilities
|
|
|
|
Segment liabilities
|
81,994
|
38,893
|
120,887
|
Unallocated liabilities
|
|
|
4,088
|
Consolidated liabilities
|
|
|
124,975
|
Six months ended
|
|
|
|
30 June 2023
|
Surgical
|
Woundcare
|
Consolidated
|
(Unaudited)
|
£'000
|
£'000
|
£'000
|
Revenue
|
39,411
|
23,677
|
63,088
|
|
|
|
|
Result
|
|
|
|
Adjusted segment operating
profit
|
10,095
|
3,331
|
13,426
|
Amortisation of acquired
intangibles
|
(1,931)
|
(471)
|
(2,402)
|
Segment operating profit
|
8,164
|
2,860
|
11,024
|
Unallocated expenses
|
|
|
(618)
|
Operating profit
|
|
|
10,406
|
Finance income
|
|
|
2,229
|
Finance costs
|
|
|
(867)
|
Profit before tax
|
|
|
11,768
|
Tax
|
|
|
(2,836)
|
Profit for the period
|
|
|
8,932
|
|
|
|
|
| |
At 30 June 2023
(Unaudited)
|
Surgical
|
Woundcare
|
Consolidated
|
Other information
|
£'000
|
£'000
|
£'000
|
Capital additions:
|
|
|
|
Software intangibles
|
2
|
2
|
4
|
Development
|
2,680
|
366
|
3,046
|
Property, plant and
equipment
|
1,253
|
514
|
1,767
|
Depreciation and
amortisation
|
(3,680)
|
(1,483)
|
(5,163)
|
Balance sheet
|
|
|
|
Assets
|
|
|
|
Segment assets
|
206,856
|
84,718
|
291,574
|
Unallocated assets
|
|
|
-
|
Consolidated total assets
|
|
|
291,574
|
Liabilities
|
|
|
|
Segment liabilities
|
37,800
|
11,021
|
48,821
|
|
|
|
|
|
|
|
|
Year ended
|
|
|
|
31 December 2023
|
Surgical
|
Woundcare
|
Consolidated
|
(Audited)
|
£'000
|
£'000
|
£'000
|
Revenue
|
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
|
|
|
|
|
| |
|
|
|
|
At 31 December 2023
|
|
|
|
(Audited)
|
Surgical
|
Woundcare
|
Consolidated
|
Other information
|
£'000
|
£'000
|
£'000
|
Capital additions:
|
|
|
|
Software intangibles
|
47
|
42
|
89
|
Development
|
5,222
|
994
|
6,216
|
Property, plant and
equipment
|
2,337
|
1,207
|
3,544
|
Depreciation and
amortisation
|
(7,504)
|
(3,284)
|
(10,788)
|
Balance sheet
|
|
|
|
Assets
|
|
|
|
Segment assets
|
207,647
|
81,524
|
289,171
|
Unallocated assets
|
|
|
-
|
Consolidated total assets
|
|
|
289,171
|
Liabilities
|
|
|
|
Segment liabilities
|
34,810
|
10,159
|
44,969
|
Geographical segments
The Group operates in the UK, the
Netherlands, Germany, the Czech Republic, Ireland, France 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
Group's small legacy sales office in Moscow has historically
contributed approximately 1% of the Group's operating
profit.
The following table provides an
analysis of the Group's sales by geographical market, irrespective
of the origin of the goods or services, based upon location of the
Group's customers:
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
Six months
ended
|
Six
months ended
|
Year
ended
|
|
30 June
2024
|
30 June
2023
|
31
December 2023
|
Segmental Revenue
|
£'000
|
£'000
|
£'000
|
United Kingdom
|
7,921
|
8,537
|
17,385
|
Germany
|
11,954
|
11,666
|
26,365
|
Rest of Europe
|
23,013
|
20,593
|
38,933
|
United States of America
|
19,593
|
16,678
|
31,875
|
Rest of World
|
5,505
|
5,614
|
11,652
|
|
67,986
|
63,088
|
126,210
|
Several international distributors with material sales have changed
their shipping location during the prior year. To ensure a like for
like comparison, the prior year sales for the six months ended 30
June 2023 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)
|
(Unaudited)
|
(Audited)
|
|
30 June
2024
|
30 June
2023
|
31
December 2023
|
Segmental Assets
|
£'000
|
£'000
|
£'000
|
United Kingdom
|
212,554
|
144,895
|
138,199
|
Germany
|
86,202
|
76,428
|
80,942
|
France
|
11,103
|
11,414
|
11,761
|
Rest of Europe
|
36,172
|
36,927
|
37,782
|
Israel
|
18,246
|
19,698
|
19,231
|
United States of America
|
3,508
|
2,212
|
1,256
|
|
367,785
|
291,574
|
289,171
|
|
|
|
|
6. Financial Instruments' fair
value disclosures
It is the policy of the Group to
enter into forward foreign exchange contracts to cover specific
foreign currency payments and receipts.
The Group held the following
financial instruments at fair value at 30 June 2024. The Group has
no financial instruments with fair values that are determined by
reference to significant unobservable inputs i.e. those that would
be classified as level 3 in the fair value hierarchy, nor have
there been any transfers of assets or liabilities between levels of
the fair value hierarchy. There are no non-recurring fair value
measurements.
The following table details the
forward foreign currency contracts outstanding as at the period
end:
|
Ave. exchange
rate
|
Foreign
currency
|
Fair value
|
|
|
30 June 24
|
30 June
23
|
31 Dec
23
|
30 June 24
|
30 June
23
|
31 Dec
23
|
30 June 24
|
30 June
23
|
31 Dec
23
|
|
|
USD:£1
|
USD:£1
|
USD:£1
|
USD'000
|
USD'000
|
USD'000
|
£'000
|
£'000
|
£'000
|
|
Cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
Sell US dollars
|
|
|
|
|
|
|
|
|
|
|
Less than 3 months
|
1.07
|
1.31
|
1.26
|
8,500
|
9,500
|
7,500
|
1,178
|
(192)
|
51
|
3 to 6 months
|
1.23
|
1.30
|
1.15
|
10,000
|
9,000
|
7,500
|
202
|
(142)
|
617
|
7 to 12 months
|
1.25
|
1.21
|
1.15
|
15,000
|
15,000
|
18,500
|
176
|
585
|
1,468
|
Over 12 months
|
1.24
|
1.14
|
1.24
|
15,000
|
15,000
|
22,500
|
253
|
1,188
|
520
|
|
|
|
|
48,500
|
48,500
|
56,000
|
1,809
|
1,439
|
2,656
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Ave. exchange
rate
|
Foreign
currency
|
Fair value
|
|
30 June 24
|
30 June
23
|
31 Dec
23
|
30 June 24
|
30 June
23
|
31 Dec
23
|
30 June 24
|
30 June
23
|
31 Dec
23
|
|
EUR:£1
|
EUR:£1
|
EUR:£1
|
EUR'000
|
EUR'000
|
EUR'000
|
£'000
|
£'000
|
£'000
|
Cash flow hedges
|
|
|
|
|
|
|
|
|
|
Sell Euros
|
|
|
|
|
|
|
|
|
|
Less than 3 months
|
-
|
1.15
|
1.14
|
-
|
600
|
600
|
-
|
5
|
5
|
3 to 6 months
|
-
|
1.15
|
1.13
|
-
|
600
|
600
|
-
|
4
|
4
|
7 to 12 months
|
-
|
1.14
|
-
|
-
|
1,200
|
-
|
-
|
8
|
-
|
Over 12 months
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
-
|
2,400
|
1,200
|
-
|
17
|
9
|
7. Taxation
The weighted average tax rate for
the Group for the six-month period ended 30 June 2024 was 28.2%
(first half of 2023: 26.3%, year ended 31 December 2023: 28.0%).
The Group's effective tax rate for the full year is expected to be
26.7%, which has been applied to the six months ended 30 June 2024
(first half of 2023: 24.1%, year ended 31 December 2023: 24.9%).
This represents an increase on the previous period due to the
impact of the increased corporation tax rate in the UK effective
1st April 2023 and acquisition related costs, some of
which are not tax deductible. These are partly offset by lower
profits in Germany as a result of the reduced Organogenesis
royalty. The corporation tax rate in Germany is higher than the
Group's average tax rate and therefore a lower proportion of profit
in Germany reduces the group's effective tax rate.
8. Exceptional
items
Exceptional items totalling £7.5
million (2023 H1: £nil) have been incurred in the period as a
result of the acquisition of Peters Surgical and Syntacoll.
Exceptional costs incurred in relation to Peters include deal
advisory fees, due diligence fees such as legal, accounting and tax
amongst others as well as hedging costs to ensure protection
against movement in the euro rate on the purchase price between
March 2024 when the Group agreed to acquire Peters and June when
FDI approval for the transaction was received. Exceptional items
relating to Syntacoll include legal costs, termination payments to
staff not retained and operating costs for a period when the site
was not yet operational. The site recommenced operations at the end
of May. These costs have been deemed exceptional items due to the
transformative nature of the acquisition in the case of Peters and
due to the unusual nature of the acquisition in the case of
Syntacoll, being a business acquired out of
administration.
9. Dividends
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
Six months
ended
|
Six
months ended
|
Year
ended
|
|
30 June
2024
|
30 June
2023
|
31
December 2023
|
Amounts recognised as distributions
to equity holders in the period:
|
£'000
|
£'000
|
£'000
|
Final dividend for the year ended 31
December 2022 of 1.51p per ordinary share
|
-
|
3,274
|
3,274
|
Interim dividend for the year ended
31 December 2023 of 0.70p per ordinary share
|
-
|
-
|
1,501
|
Final dividend for the year ended 31
December 2023 of 1.66p per ordinary share
|
3,563
|
-
|
-
|
|
3,563
|
3,274
|
4,775
|
10. Acquisitions
On 1 March 2024 the Group acquired
certain assets of Syntacoll GmbH, for €1 million. Syntacoll GmbH is
a specialist manufacturer of drug-eluting collagens based in Saal
an der Donau, Germany, and strengthens the Group's existing
Biosurgical business. The Saal site was not operational between
March and May and those operating costs have been included in
exceptional expenses.
During the period €3 million
(first half of 2023: €3 million, year ended 31 December 2023: €8
million) of contingent consideration was paid in respect of
Connexicon Medical and €0.5 million in respect of AFS Medical
(first half of 2023: €0.5 million, year ended 31 December 2023:
€0.5 million).
11. Borrowings
The Group received £80 million of
funding from its two banks, NatWest and HSBC, who, as a syndicate,
have arranged a new debt facility in the period to fund part of the
cash consideration for the acquisition of Peters Surgical post
reporting date. As part of the borrowing arrangement, fees of £0.7
million were deducted from the £80 million loan. The facility is up
to £90 million potential borrowing comprised of Facility A, a £60
million term loan facility with a £5 million repayment due each
year on the anniversary of the closing date and Facility B, a £30
million multi-currency revolving credit facility, of which £20
million has been drawn down at 30 June 2024.
£10 million of funding in the
revolving credit facility remains available in future if required.
The interest rate on both facilities for the first year is based on
SONIA plus 1.75% margin. Following the first year, the margin can
vary based on the Groups net leverage. The minimum margin is 1.50%
per annum based on a net leverage of less than 1.5:1.0 but greater
than 1.0:1.0, and the maximum margin is 2.50% per annum based on a
net leverage of more than 2.5:1.0.
The loan has covenants in place
meaning the Group needs to comply with the following financial
conditions: a) Interest cover in respect of any relevant period
shall not be less than 4.0:1.0 and b) Net leverage in respect of
each relevant period shall not exceed 3.0:1.0.
Interest cover is calculated as a
ratio of EBITDA to Net Finance Charge in respect of any relevant
period.
Net leverage is calculated as a
ratio of Total Net Debt on the last day of that relevant period to
Adjusted EBITDA in respect of that relevant period.
12. Contingent
liabilities
A maximum potential earnout of €7m
relating to the 2023 acquisition of Connexicon and €0.5m relating
to the 2022 acquisition of AFS have been recognised at fair value.
The acquisition of Peters Surgical post period-end in July 2024,
has resulted in an additional earnout with a maximum potential to
pay of €8.9 million.
The Directors are not aware of any
additional contingent liabilities faced by the Group as at 30 June
2024 (30 June 2023: £nil, 31 December 2023: £nil).
13. Share
capital
Share capital as at 30 June 2024
amounted to £10,881,000 (30 June 2023: £10,858,000, 31 December
2023: £10,865,000). During the period the Group issued 296,989
shares in respect of share options, LTIPS, Deferred Annual Bonus
Scheme and the Share Incentive Plan.
14. Going
concern
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 the
next 12 months and considered whether there are any factors that
indicate a deterioration in trading performance beyond 12 months.
The forecasts used are based on a comprehensive review of revenue,
expenditure and cash flows, taking into account specific business
risks and the current economic environment.
The Group has used sensitivity
analysis on the Group's forecasted performance, using a 10% sales
reduction scenario which is felt to reflect a significant
deterioration of trading. The results show that the Group is able
to continue its operations for a period of at least 12
months.
With regards to the Group's
financial position, it had cash and cash equivalents at 30 June
2024 of £134.9 million and debt of £79.3m. The credit facility from
the syndicate comprising HSBC & Natwest available to the group
includes: Facility A £60m long term loan & facility B, a £30m
Revolving Credit Facility. At the reporting date £80m was utilised,
leaving flexibility to draw a further £10m to support working
capital needs in the future. Interest on both is based on SONIA
plus a margin (+1.75% in the first year) based on the Group's net
leverage.
While the current economic
environment is uncertain, AMS operates in markets whose
demographics are favourable, underpinned by an increasing need for
products to treat chronic and acute wounds. Consequently, long-term
market growth is expected. The Group has a number of long-term
contracts with customers across different geographic regions and
also with substantial financial resources, ranging from government
agencies through to global healthcare companies.
After taking the above into
consideration, the Directors have reached the 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 the condensed consolidated financial
statements.
15. Principal risks and
uncertainties
Further detail concerning the
principal risks affecting the business activities of the Group is
detailed on pages 61-65 of the Annual Report and Accounts for the
year ended 31 December 2023. There have been no significant changes
since the last annual report.
16. Seasonality of
sales
There are no significant factors
affecting the seasonality of sales between the first and second
half of the year.
17. Events after the balance
sheet date
Subsequent to the end of the
interim reporting period the Group
acquired 100% of the Share Capital of Peters Surgical. The deal
completed on 1 July 2024, for an initial cash consideration of
€132.5 million, potentially increasing by a further €8.9 million
earn-out, payable in 2025 based on delivery of US suture 510(k)
approvals, achievement of FY24 revenue and gross margin targets,
and satisfying certain inventory and tax conditions.
Peters Surgical is a manufacturer
and distributor of high-quality surgical closure devices including
sutures, haemostatics clips, haemostatic clamps, and internal
glues. The portfolio is focused on surgical specialties in the
Cardiovascular ("CV"), Visceral, and Digestive Urology and
Gynaecological ("DUG") surgical indication areas. Headquartered in
France, Peters Surgical was founded in 1926 and today employs
approximately 650 people around the world.
Peters Surgical operates a fully
integrated business model including research and product
development, regulatory and clinical affairs, device manufacture,
distribution, commercial and after-sales service. It owns
manufacturing facilities in France, Thailand, India, and
Germany.
Peters Surgical sells products in
over 90 countries with direct sales infrastructure in France,
Belgium, Germany, Poland and India; and with a hybrid sales model
in the APAC region and the US. Peters Surgical generated revenues
of €75.5 million in 2022 and €84.0 million in 2023.
18. Copies of the interim
results
Copies of the interim results can
be obtained from the Group's registered office at Premier Park, 33
Road One, Winsford Industrial Estate, Winsford, Cheshire, CW7 3RT
and are available on our website "www.admedsol.com".