Advanced Medical Solutions Group
plc
("AMS"
or the "Group" or the "Company")
Unaudited preliminary results for
the year ended 31 December 2024
~ Strong underlying growth
maintained, and excellent progress made integrating recent
acquisitions ~
Winsford, UK: Advanced
Medical Solutions Group plc (AIM: AMS), a world-leading specialist
in tissue-healing technologies, today announces its unaudited
preliminary results for the year ended 31 December 2024.
Financial
Summary:
|
2024
|
2023
|
Reported
change
|
Change
at constant currency¹
|
Growth
excluding acquisitions5
|
Revenue (£ million)
|
177.5
|
126.2
|
+41%
|
+43%
|
+10%
|
Adjusted Measures
|
|
|
|
|
|
Adjusted² EBITDA (£
million)
|
40.2
|
29.7
|
+35%
|
|
|
Adjusted² EBITDA margin
|
22.6%
|
23.5%
|
-0.9pp
|
|
|
Adjusted² profit before tax (£
million)
|
29.4
|
25.9
|
+14%
|
|
|
Adjusted² profit before tax
margin
|
16.6%
|
20.5%
|
-3.9pp
|
|
|
Adjusted3 diluted earnings per share
(p)
|
10.45
|
9.05
|
+16%
|
|
|
|
|
|
|
|
|
Reported Measures
|
|
|
|
|
|
Profit before tax (£
million)
|
9.8
|
21.2
|
-54%
|
|
|
Profit before tax
margin
|
5.5%
|
16.8%
|
-11.2pp
|
|
|
Diluted earnings per share
(p)
|
3.25
|
7.25
|
-55%
|
|
|
Net operating cash flow (£
million)
|
19.5
|
12.3
|
+58%
|
|
|
Net (debt)/cash4 (£
million)
|
(55.8)
|
60.2
|
-193%
|
|
|
|
|
|
|
|
|
Proposed full year dividend per
share (p)
|
2.60
|
2.36
|
+10%
|
|
|
Business Highlights
(including post Period end):
AMS is pleased to report Full Year
2024 results in line with consensus forecasts and excellent
progress in integrating the recent acquisitions of Peters Surgical
and Syntacoll.
Operational
· Successful implementation of the new route to market strategy
in late 2023 has resulted in strong growth from US
LiquiBand® throughout 2024.
· Transformational acquisition of
Peters Surgical SAS ("Peters Surgical") at an enterprise value of
€132.5 million (£113 million) was completed on 1 July 2024. The
acquisition added £37.2 million of revenue from the July
acquisition date.
· Acquisition of Syntacoll GmbH ("Syntacoll") for €1 million on
1 March 2024, a specialist manufacturer of drug-eluting collagens
has significantly strengthened the capacity and capability of the
Group's existing Biosurgical business. The
acquisition added £5.6 million of revenue from the March
acquisition date.
· The
full in-market launch of LIQUIFIXTM, the first atraumatic
hernia fixation device in the US, resulted in better-than-expected
initial orders. On the back of major Group Purchasing Organisation
("GPO") approvals, accelerated in-market growth is expected in 2025
and record monthly end user sales were recorded in January and
February 2025.
Financial
· Group revenue increased by 43% at constant currency to £177.5
million (2023: £126.2 million), driven by strong growth in US
LiquiBand®, other key surgical
product categories and the acquisitions of Peters Surgical and
Syntacoll. Excluding both acquisitions, group revenue increased by
10% at constant currency.
· Adjusted profit before tax increased by 14% to £29.4 million
(2023: £25.9 million) and reported profit before tax decreased by
54% to £9.8 million (2023: £21.2 million) as a result of
acquisition and integration costs.
· Net
debt at 31 December 2024 stood at £55.8 million (2023: Net cash of
£60.2 million) following the acquisition of Peters
Surgical.
· Investment in R&D increased to £12.9 million (2023: £12.6
million), representing 7% of revenues (2023: 10%). Whilst the gross
investment in R&D has increased following the addition of
Peters Surgical, R&D expenditure as a proportion of revenue has
been diluted by the acquisition and by reduced Medical Device
Regulation ("MDR") related investment.
· Surgical Business Unit revenues (excluding Peters Surgical)
increased to £98.6 million (2023: £79.1 million), an increase of
28% at constant currency, driven by strong performances from all
key product categories.
· Woundcare Business Unit revenues decreased to £41.8 million
(2023: £47.1 million), a decrease of 11% at reported and constant
currency due to a number of factors.
Strategic initiatives within the Woundcare business are being
successfully implemented, which are expected to positively impact
margins in 2025.
· Reflecting management's ongoing confidence in the Group's
outlook, the Board proposes an increased final dividend of 1.83p
per share (2023: 1.66p) bringing the total proposed dividend to
2.60p per share (2023: 2.36p).
Commenting on the results Chris Meredith, Chief Executive
Officer of AMS, said: "I am very
pleased to report such a strong set of results during a year where
AMS went through such a significant transformation. The integration
of both Peters Surgical and Syntacoll has established the Group as
a larger, more diverse tissue-healing specialist with a broader
geographic reach. 2025 has started well and we remain confident
that the strong, underlying momentum of our core business, combined
with the broader portfolio, synergies and benefits from the
acquisitions, will drive future strong topline growth and greater
profitability."
Notes
1. Constant currency removes the
effect of currency movements by re-translating the current year's
performance at the previous year's exchange rates
2. Reconciled in the Financial
Review
3. Reconciled in note 6 of the
financial information
4.
Net debt consists of cash and
cash equivalents of £17.0 million and £72.8 million of borrowings,
excluding the impact of IFRS16 as reconciled in note 7 of the
financial information. (2023: £60.2 million of cash and £nil
debt)
5. Growth excluding acquisitions
excludes the impact of acquisitions in the year on a constant
currency basis
- End -
For further information, please visit
www.admedsol.com
or
contact:
Advanced Medical Solutions Group plc
|
Tel: +44
(0) 1606 545508
|
Chris Meredith, Chief Executive
Officer
Eddie Johnson, Chief Financial
Officer
Michael King, Investor
Relations
|
|
|
|
ICR Healthcare
|
Tel: +44
(0) 20 3709 5700
|
Mary-Jane Elliott
/ Lucy Featherstone
|
AMS@icrhealthcare.com
|
|
|
Investec Bank PLC (NOMAD & Broker)
|
Tel: +44
(0) 20 7597 5970
|
Gary Clarence / David
Anderson
|
|
|
|
|
|
About Advanced Medical Solutions Group plc -
see www.admedsol.com
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
Growth across all surgical product
categories has resulted in a strong financial performance for the
Group in the twelve months to December 2024, including a
significant contribution from Peters Surgical from 1 July. The
integration of Peters Surgical and Syntacoll has been a key focus
in the second half of the year, and excellent progress has been
made, supported by detailed operational plans to deliver further
synergies and cost efficiencies from the enlarged Group over the
next three years.
The business has continued to
perform well in Q1 2025, and the Board's expectations are in line
with current consensus forecasts for the full year. As more revenue
and operational synergies are generated, the Board expects further
growth across the business in 2026 and 2027.
Surgical Business Unit
The Surgical Business Unit
includes tissue adhesives, sutures, biosurgical devices and
internal fixation devices marketed under the AMS brands
LiquiBand®, RESORBA®, LiquiBandFix8®, LIQUIFIXTM,
Peters Surgical, Ifabond, Vitalitec and
Seal-G®.
Organic growth in the Surgical
Business was driven by strong performances from
LiquiBand® in the US, Traditional Closure, Other
Distributed and Internal Fixation products. Revenue increased to
£98.6 million (2023: £79.1 million) during the Period, an increase
of 28% on a constant currency and 25% on a reported
basis.
Surgical Business Unit
|
2024
£ million
|
2023
£ million
|
Reported Growth
|
Change
at constant currency
|
Advanced Closure
|
43.4
|
34.6
|
25%
|
28%
|
Internal Fixation and
Sealants
|
6.4
|
5.0
|
28%
|
30%
|
Traditional Closure
|
19.9
|
18.1
|
10%
|
15%
|
Biosurgical Devices
|
22.6
|
16.4
|
38%
|
42%
|
Other Distributed
|
6.3
|
5.0
|
26%
|
30%
|
Subtotal (excluding Peters Surgical)
|
98.6
|
79.1
|
25%
|
28%
|
Peters Surgical
|
37.2
|
-
|
-
|
-
|
Total
|
135.8
|
79.1
|
72%
|
-
|
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
£ million
|
2023
£ million
|
Reported Growth
|
Change
at constant currency
|
Americas
|
26.9
|
18.2
|
48%
|
52%
|
Rest of World
|
16.5
|
16.4
|
1%
|
2%
|
Total
|
43.4
|
34.6
|
25%
|
28%
|
LiquiBand®
revenues increased in the Period by 28% on a
constant currency basis and 25% on a reported currency basis driven
by strong US growth.
New agreements, greater incentives
and more brand differentiation for the Group's US partners were
successfully implemented towards the end of 2023 and made a
significant impact on Advanced Closure US revenue growth during the
Period. Sales increased to £26.9 million (2023: £18.2 million), 52%
at constant currency and 48% on a reported basis. This positive
performance during the Period reflects improved partner engagement
under the new distribution agreements, as well as the strength of
the pipeline of new business. Reported sales were positively
impacted by re-stocking of one of the Group's partners in H1 and
the phasing of orders in Q4 related to some of the
LiquiBand® products. This is expected to impact reported
growth in the first half of 2025.
Outside the US, end user sales
were not fully reflected in reported revenue due to the phasing of
orders in some key markets. Stronger reported growth in Rest of
World sales is expected to return this year.
Internal Fixation and
Sealants
LiquiBandFix8®/LIQUIFIXTM is used to
fix hernia meshes placed inside the body with accurately delivered
individual drops of cyanoacrylate adhesive, instead of traditional
sutures, tacks and staples.
Global supply of the
LiquiBandFix8®/LIQUIFIXTM devices was
affected by a supplier-driven quality issue in the year and
although it has since been resolved, the issue did impact sales
during 2024. Despite this,
LiquiBandFix8®/LIQUIFIXTM revenues increased
by 30% on a constant currency basis and by 28% on a reported basis
to £6.4 million (2023: £5.0 million), following the successful US
launch through our distribution partner TELA Bio.
Having already obtained listings
for LIQUIFIXTM from two important US GPOs, the company
now expects to receive approval from the largest and most
significant GPO by the end of March with an anticipated go-live
date in mid-2025. An extensive training programme for TELA Bio's
specialist hernia sales force was completed during the Period, and
the initial response from surgeons has been positive. US pre-launch
orders in H1 2024 were ahead of expectations and 2025 has started
positively, with record monthly end user sales in January and
February 2025. It is worth noting that the initial stocking coupled
with later than expected GPO approvals in 2024 and 2025 will impact
overall reported sales in 2025, albeit we do expect to be reporting
continued strong end user growth.
The pancreatic study for our
novel, internal, biological sealant, SEAL-G®, continues to progress with
interim results expected mid-2025; as does the development of a
next generation device that will remove the necessity for a gas
supply connection and regulator. We expect to be able to give a
meaningful update on these two workstreams at the time of our 2025
interim results. Since our acquisition of Sealantis in 2019, the
company has been investing in the development of the
SEAL-G® product and the amortised carrying value of the capitalised
development costs stands at £6.8 million at 31 December
2024.
Traditional
Closure
RESORBA® branded
Absorbable and Non-absorbable Suture ranges are used in general
surgery and a wide range of surgical specialties including dental
and ophthalmic surgery. Revenues (excluding Peters Surgical
sutures) grew strongly during the Period, increasing by 10% to
£19.9 million and by 15% at constant currency (2023: £18.1
million). The brand continued to generate good growth in its core
German market and across multiple other markets as hospital
appetite for progressing suture conversions continues to
build.
Biosurgical
Devices
Biosurgical Devices comprise
antibiotic-loaded collagen sponges, collagen membranes and cones,
oxidised cellulose, synthetic bone substitutes and bio-absorbable
screws. Revenues increased 38% to £22.6 million (2023: £16.4
million) and 42% at constant currency, following the acquisition of
Syntacoll which contributed £5.6 million during the
Period.
As reported in September 2024,
technical and manufacturing issues at the Nuremberg facility had
restricted the Group's ability to fulfil all RESORBA®
collagen customer orders during the first half. The integration of
Syntacoll's facilities and its expertise has addressed these issues
and supply of product has improved during the second half. However,
this has resulted in end user demand not being fully reflected in
reported sales for the Period.
Syntacoll's expertise has enabled
the Group to accelerate its regulatory pathway to access the
substantial opportunity for its distinctive collagen portfolio in
the lucrative US market. The first US collagen approval, for a
dental application, is expected in 2026. Multiple avenues are also
being explored to obtain US approval of our wider antibiotic loaded
collagen portfolio within the next few years.
The Group's innovative
next-generation Freeze Dried Bone Substitute (FDBS) presents
another considerable opportunity given its ability to significantly
improve bone re-growth through its highly differentiated
cohesiveness, mouldability and capacity to mix with various
biological fluids and compounds. AMS is targeting US 510(k)
submission at the end of 2025 with approval expected around of the
end of 2026. Launch into Europe is expected to be on a similar
timeline.
Other Distributed
Products
The Other Distributed category
comprises bought-in minimally invasive access ports and
laparoscopic instruments predominately sold by AFS. Revenues increased to £6.3
million during the Period (2023: £5.0 million), growth of 26% on a
reported basis and 30% at constant currency.
Peters
Surgical
The acquisition of Peters Surgical
on 1 July 2024 has contributed revenue of £37.2 million to the AMS
Group during the Period. As anticipated, the business ended the
year strongly, generating sales growth of 8%, for continuing
products, in the second half, compared with proforma 2023 results
with good year-on-year growth in sutures, glues and with its
innovative Vascular Temporary Occlusion (VTO) portfolio.
Integration
The organisational integration of
the AMS and Peters Surgical teams has been completed, with the
establishment of a single Group-wide team for all key functions
including Sales, Marketing and R&D.
The program of delivery for
commercial synergies is well underway with some due to start in
2025 and others expected to follow in the next few years depending
on contractual restrictions.
In mid-2024, the Group created a
dedicated integration team to deliver the other key synergies
relating to branding, product portfolio, manufacturing and supply
chain of sutures. This team consists of individuals with key
capabilities from both AMS and Peters Surgical, is supported by
external consultants and will be fully focused on building and
delivering critical elements of the integration plan.
To maximise the significant
commercial opportunity, it will be necessary to invest in increased
manufacturing capacity and to enable the supply of alternative suture winding cards to allow deeper
penetration of the substantial US market. Good progress was made in
the Period, and the Group remains on track to deliver the majority
of the planned operational synergies from early 2027.
Further 510(k) approvals of Peter
Surgical suture ranges were granted in 2024, leaving one final
suture family awaiting US approval which is expected during 2025,
paving the way for the US launch before the end of the
year.
In addition, a development project
has been started to combine the IFABOND® portfolio of
internal hexyl cyanoacrylate adhesives with AMS's more precise
delivery device technology which will allow the improved portfolio
to be optimised for use in a range of internal
applications.
Woundcare Business Unit
The Woundcare Business Unit is
comprised of the Group's multi-product portfolio of advanced
woundcare dressings sold under its partners' brands and the
ActivHeal® label, plus a portfolio of specialist medical bulk materials
including multi-layer woundcare and bio diagnostics products.
Revenues decreased by 11% to £41.8
million (2023: £47.1 million) on a reported and constant currency
basis due to ongoing and challenging market conditions
and reducing royalties.
Since the announcement in
September of AMS's plans to restructure the Woundcare business by
focusing on higher margin business and reducing investment in
certain areas, excellent progress has been made and these
initiatives are on track to positively impact margins from Q2 2025.
Woundcare Business Unit
|
2024
£ million
|
2023
£ million
|
Reported Growth
|
Change
at constant currency
|
Infection and Exudate
Management
|
36.9
|
39.5
|
-7%
|
-6%
|
Other Woundcare
|
4.9
|
7.6
|
-36%
|
-35%
|
Total
|
41.8
|
47.1
|
-11%
|
-11%
|
Infection and Exudate
Management
Infection and Exudate Management
revenue decreased by 7% at reported currency and 6% at constant
currency to £36.9 million (2023: £39.5 million), as the business
implemented its strategy to focus on more profitable product
categories.
Other
Woundcare
Other Woundcare comprises
royalties, fees and woundcare sealants. Revenue reduced by 36% at
reported currency and by 35% at constant currency to £4.9 million
(2023: £7.6 million) due to the continued reduction in royalty from
Organogenesis following US reimbursement reviews announced in 2023.
Regulatory
Despite enforcement dates for the
Medical Devices Regulation (MDR) being delayed until 2027-2028, AMS
has already substantially completed its established schedule of
work to meet the new standards. Consequently, capitalisation of
regulatory costs is expected to start to decline in
2025.
Environmental, Social & Governance
The transformational acquisition
of Peters Surgical has created the opportunity to leverage the
considerable CSR program already established in the Peters Surgical
group and to create an optimised combined ESG program for the
enlarged 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 project, which has a commitment date of 2045.
All sustainability activities are
now being optimised and managed by a single team across the
enlarged group.
On 18 March it was announced that
Grahame Cook, Senior Independent Non-Executive Director, will
become Non-Executive Chair on 31 March following Liz Shanahan's
decision to step down for personal reasons. In his new role,
Grahame will retain his positions on the Audit, Nominations and
Remuneration Committees. Grahame was appointed to the Board in
February 2021 and has substantial global equity markets experience,
having formerly worked as a managing director at UBS and joint
Chief Executive of Panmure Gordon.
Stakeholders
On behalf of the Board, I would
like to thank the Group's staff, partners and other stakeholders,
without whose help and commitment, the achievements of this year,
and the years prior, would not have been possible.
Chris Meredith
Chief Executive Officer
Financial Review
Summary
IFRS
reporting
To provide the clearest possible
insight into our performance, the Group uses alternative
performance measures. These measures are not defined in
International Financial Reporting Standards (IFRS) and, therefore,
are considered to be non-GAAP (Generally Accepted Accounting
Principles) measures. Accordingly, the relevant IFRS measures are
also presented where appropriate. AMS uses such measures
consistently at the half-year and full-year and reconciles them as
appropriate. The measures used in this statement include constant
currency revenue growth, adjusted operating margin, adjusted profit
before tax, adjusted EBITDA and adjusted earnings per share,
allowing the impacts of exchange rate volatility, exceptional
items, unwind of Inventory fair value accounting, amortisation, and
the movement in long-term acquisition liabilities to be separately
identified. Net debt/cash are an additional non-GAAP measure
used.
Overview
Revenue increased by 43% at
constant currency and by 41% at reported currency to £177.5 million
(2023: £126.2 million).
Gross margin decreased to 52.2%
(2023: 55.6%) whilst adjusted gross margin which excludes the
impact of the fair value accounting on the acquisition of Peters
Surgical results in a gross margin of 53.1% (2023: 55.6%). Despite
the strong performance of US LiquiBand® several factors are contributing to the
reduced gross margin including the acquisition of Syntacoll which
has had a dilutive impact as it currently achieves a significantly
lower gross margin than the Group's average and the reduced
Organogenesis royalty. The addition of Peters Surgical has also had
a slight dilutive impact as its gross margins are marginally below
those of the AMS group.
As part of the IFRS3 acquisition
accounting of Peters Surgical, the Inventory valuation has been
increased by £1.7 million to its fair value. This increased
Inventory valuation has resulted in higher cost of goods sold in
the second half of the year and has been treated as an adjusted
item.
Administration expenses before
exceptional items increased to £69.0 million (2023: £50.7 million)
due to the addition of Peters Surgical which added approximately
£16 million of additional cost into the second half of the year and
includes £3.2 million of Peters Surgical related amortisation of
acquired intangible assets. The remaining increase in
administration expenses in the year relates to increased sales and
marketing activity and expenditure in Research, Development,
Regulatory and Clinical as the Group continues to invest in growth
opportunities.
Exceptional
items
|
|
|
|
|
|
(Unaudited)
|
Audited
|
|
|
|
|
2024
|
2023
|
|
|
|
|
£'000
|
£'000
|
|
Syntacoll
|
|
|
1,890
|
-
|
|
Risk Management
|
|
|
2,017
|
-
|
|
Peters
acquisition-related
|
|
|
5,090
|
-
|
|
Peters integration
activities
|
|
|
1,927
|
-
|
|
Total exceptional items
|
|
|
10,924
|
-
|
|
|
|
|
|
|
|
|
|
Exceptional items of £10.9 million
were incurred in the year in relation to the acquisition and
integration of Peters Surgical and Syntacoll. Given the significance of these costs in the year, in
comparison to costs incurred for acquisitions in previous years,
they have been disclosed separately. Syntacoll exceptional costs
relate to legal fees, staff termination costs, an initial idle
Period following when no manufacturing was undertaken and some
integration related costs. Risk management exceptional costs
relate to foreign currency risk management costs to protect against
adverse movements in the euro rate whilst the Group awaited FDI
approval to complete the acquisition of Peters Surgical. Risk and
warranty insurance was also obtained.
Acquisition related costs include
costs for advisory services, legal, financial, tax, HR and
operational due diligence services, as well as legal services
relating to the share purchase agreement and related banking
facility required as part of the acquisition funding.
Integration-related costs
predominately relate to consultancy services to lead the
integration project as well as the costs of an internal dedicated
integration team and other relevant integration
activities.
The Group incurred £12.9 million
of gross R&D spend in the Period (2023: £12.6 million),
representing 7.3% of sales (2023: 10.0%), maintaining investment in
innovation and in meeting the increasing regulatory standards. As
shown in the table below, part of this cost is capitalised and
amortised over the following 5 to 10 years with the amount
capitalised declining in the year as a result of the substantial
MDR progress made.
R&D, Regulatory and Clinical
expenditure
|
|
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Total investment in Research and
Development, Regulatory and Clinical
|
12,922
|
12,621
|
Of which:
|
|
|
Charged to the profit and loss
account
|
8,807
|
6,405
|
Capitalised, to be amortised over
5-10 years
|
4,115
|
6,216
|
|
|
|
|
Amortisation of acquired
intangible assets increased to £7.8 million (2023: £4.9 million)
due to the acquisition of Peters Surgical in July 2024.
Other Income remained consistent
at £0.9 million (2023: £0.9 million) and relates to R&D claims
in the UK and Ireland.
In the Period, finance income
declined to £2.2 million (2023: £3.8 million), as the majority of
funds held on deposit were used to fund the acquisition of Peters
Surgical. Finance costs increased to £3.6 million (2023: £1.5
million) following the acquisition of Peters Surgical which was
funded by an initial £80 million of borrowing. Finance costs are
expected to reduce as SONIA rates are widely expected to reduce in
the coming year and the Group repays its borrowings.
A net credit of £0.9 million
(2023: £0.2 million credit) was recorded in relation to movements
in long-term acquisition liabilities, primarily relating to
deferred consideration and earnout from the Connexicon
acquisition.
Adjusted EBITDA which consists of
earnings before finance costs, tax, depreciation and amortisation
as well as excluding exceptional items and the unwind of Inventory
fair value accounting increased by 35% to £40.2 million (2023:
£29.7 million) as a result of the addition of Peters
Surgical.
Reconciliation of profit
before tax to adjusted EBITDA
|
|
|
|
|
|
(Unaudited)
|
Audited
|
|
|
|
|
2024
|
2023
|
|
|
|
|
£'000
|
£'000
|
|
Profit before tax
|
|
|
9,823
|
21,157
|
|
Finance income and costs
|
|
|
1,396
|
(2,275)
|
|
Amortisation
|
|
|
9,849
|
6,413
|
|
Depreciation
|
|
|
6,453
|
4,375
|
|
Exceptional items
|
|
|
10,924
|
-
|
|
Unwind of Inventory fair value
accounting
|
|
|
1,726
|
-
|
|
Adjusted EBITDA
|
|
|
40,171
|
29,670
|
|
|
|
|
|
|
|
|
|
Adjusted profit before tax which
excludes amortisation of acquired intangibles, exceptional items,
unwind of Inventory fair valuer accounting and movements in long
term liabilities recognised on acquisition, increased by 14% to
£29.4 million (2023: £25.9 million) whilst the adjusted PBT margin
decreased by 400 bps to 16.5% (2023: 20.5%) as a result of the
dilutive impact of the Peters Surgical acquisition and associated
borrowing.
Reported profit before tax
decreased by 54% to £9.8 million (2023: £21.2 million) as a result
of £10.9 million of exceptional items, the £1.7 million unwind of
Inventory fair value accounting following the acquisition of Peters
Surgical in the second half of the year and the addition of £2.9
million of additional amortisation on acquired intangibles as a
result of the Peters Surgical acquisition.
Reconciliation of profit
before tax to adjusted profit before tax
|
|
|
|
|
|
(Unaudited)
|
Audited
|
|
|
|
|
2024
|
2023
|
|
|
|
|
£'000
|
£'000
|
|
Profit before tax
|
|
|
9,823
|
21,157
|
|
Amortisation of acquired
intangibles
|
|
|
7,804
|
4,887
|
|
Exceptional items
|
|
|
10,924
|
-
|
|
Movement in long-term acquisition
liabilities
|
|
|
(868)
|
(186)
|
|
Unwind of Inventory fair value
accounting
|
|
|
1,726
|
-
|
|
Adjusted profit before
tax
|
|
|
29,409
|
25,858
|
|
|
|
|
|
|
|
|
|
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 27.3%
(2023: 24.9%) 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 1 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 16% to 10.45p (2023: 9.05p) and diluted earnings
per share decreased by 55% to 3.25p (2023: 7.25p), reflecting the
Group's reduced earnings.
Reflecting its confidence in the
Group's prospects, the Board is proposing an increased final
dividend of 1.83p per share (2023 final dividend: 1.66p), to be
paid on 20 June 2025 to shareholders on the register at the close
of business on 30 May 2025. This follows the interim dividend of
0.77p per share (2023 interim dividend: 0.70p) paid on 25 October
2024 and would, if approved, make a total dividend for the year of
2.60p per share (2023: 2.36p) an increase of 10%.
Operating result by business segment
|
Year ended 31 December 2024
|
Surgical
|
Woundcare
|
|
£'000
|
£'000
|
Revenue
|
135,768
|
41,753
|
Segment operating profit
|
23,268
|
1,664
|
Amortisation of acquired intangibles
|
6,864
|
940
|
Adjusted segment operating
profit6
|
30,132
|
2,604
|
Adjusted operating margin6
|
22.2%
|
6.2%
|
Year ended 31 December
2023
|
|
|
Revenue
|
79,093
|
47,117
|
Segment operating profit
|
16,041
|
4,374
|
Amortisation of acquired
intangibles
|
3,944
|
943
|
Adjusted segment operating
profit6
|
19,985
|
5,317
|
Adjusted operating
margin6
|
25.3%
|
11.3%
|
Note 6: Adjusted for
amortisation of acquired intangible assets and excludes exceptional
items and the unwind of Inventory fair value
accounting.
Table is reconciled to
statutory information in note 3 of the financial
information.
Surgical
Surgical revenues inclusive of
Peters Surgical increased by 72% to £135.8 million (2023: £79.1
million) at reported currency. Adjusted operating margin decreased
by 310 bps to 22.2% (2023: 25.3%) due to the dilutive impact of
Peters Surgical at an operating margin level. Whilst Peters
Surgical contributes significant sales, it only adds £4.5 million
of adjusted operating profit. The previously mentioned impact on
gross margin of the addition of low margin Syntacoll business is
also impacting adjusted operating margin.
Woundcare
Woundcare revenues decreased by
11% to £41.8 million (2023: £47.1 million) at reported currency and
constant currency. Adjusted operating margin decreased by 510 bps
to 6.2% (2023: 11.3%) due to the factors noted in the Chief
Executive's review. We are confident that the actions taken will
improve the business unit's operating margin in 2025.
Currency
The Group hedges significant
currency transaction exposure by using forward contracts and aims
to hedge approximately 80% of its estimated transactional exposure
for the next 18 months. In the financial year, approximately one
half of sales were invoiced in Euros and approximately one quarter
were invoiced in US Dollar.
The Group estimates that a 10%
movement in the £:US$ or £:€ exchange rate will impact Sterling
revenues by approximately 2.5% and 4.4% respectively and, in the
absence of any hedging, this would have an impact on the Group
operating margin of 1.7% and 0.7% percentage points
respectively.
Cash flow
Net cash inflow from operating
activities in the Period was £19.5 million, an increase on the
prior year (2023: £12.3 million) as a result of the acquisition of
Peters Surgical. Further information on the acquisition impact of
Peters Surgical is included in note 8.
Working capital increased during
the year. Inventory cover decreased to 6.0 months of supply (2023:
7.1 months) partly due to the addition of Peters Surgical and
Syntacoll. Excluding the impact of Peters Surgical and Syntacoll,
Inventory levels were in-line with the prior year despite growing
sales as the stock builds seen in prior years have been completed.
Increasing levels of receivables is linked to the strong
performance in the US although a number of large payments were
received shortly after year-end inflating the year-end position. As
a result, Debtor days has increased to 53 days (2023: 45
days). Creditor days were in line with prior year at 35 days
(2023: 35 days). Total payables increased by £14.0 million as a
result of the addition of Peters Surgical and Syntacoll.
Net cash used in investing
activities in the Period was £67.1 million as a result of the
acquisition of Peters Surgical which resulted in investing cash
outflows of £53.2 million (net of cash acquired). £5.5 million of
cash outflows relating to payment of contingent consideration
occurred and principally relates to achievement of milestones at
Connexicon following receipt of FDA approval (2023: £7.4
million).
Capital investment in equipment,
R&D and regulatory costs declined to £8.7 million (2023: £9.8
million) as a result of the reducing investment in MDR
certification.
Cash outflow relating to taxation
increased to £5.0 million (2023: £4.4 million) and included £1.1
million of taxation payments for Peters Surgical.
Net cash received from financing
activities in the Period was £5.5 million (2023: used £13.6
million) which includes receipt of £79.3 million of borrowings in
July 2024 as part of a facilities provided by the Group's banks,
NatWest and HSBC. £8.0 million was subsequently repaid before the
end of the year resulting in a net inflow on these facilities of
£71.3 million. £62.2 million of these borrowings was utilised to
repay Peters Surgical loans as part of the cash-free, debt-free
basis of the acquisition. Interest payments increased from £0.4
million to £4.0 million as a result of the new borrowing
facilities. The Group did not purchase any of its own shares in the
year (2023: £6.7 million).
The Group paid its final dividend
for the year ended 31 December 2023 of £3.6 million in June 2024
(for the year ending December 2022, £3.3 million in June 2023), and
its interim dividend for the six months ended 30 June 2024
of £1.6 million in October 2024
(for the 6 months ended 30 June 2023: £1.5 million in October
2023). No cash outflows relating to share purchases occurred during
the year (2023: £6.7 million).
At the end of the Period, as a
result of the above movements, the Group had net debt of £55.8
million (31 December 2023: net cash of £60.2 million) a movement of
£116.0 million as a result of the Peters Surgical
acquisition.
CONDENSED CONSOLIDATED INCOME STATEMENT
|
|
|
(Unaudited)
|
|
(Audited)
|
Year
ended 31 December
|
|
2024
|
|
2023
|
|
|
Before Exceptional
items
|
Exceptional
items
|
Total
|
|
Before
Exceptional items
|
Exceptional items
|
Total
|
|
|
|
Note 8
|
|
|
|
Note
8
|
|
|
Note
|
£'000
|
£'000
|
£'000
|
|
£'000
|
£'000
|
£'000
|
Revenue from continuing operations
|
3
|
177,521
|
-
|
177,521
|
|
126,210
|
-
|
126,210
|
Cost of sales
|
|
(84,903)
|
-
|
(84,903)
|
|
(56,070)
|
-
|
(56,070)
|
Gross profit
|
|
92,618
|
-
|
92,618
|
|
70,140
|
-
|
70,140
|
Distribution costs
|
|
(2,348)
|
-
|
(2,348)
|
|
(1,520)
|
-
|
(1,520)
|
Administration costs
|
|
(69,033)
|
(10,924)
|
(79,957)
|
|
(50,669)
|
-
|
(50,669)
|
Other income
|
|
906
|
-
|
906
|
|
931
|
-
|
931
|
Operating profit
|
4
|
22,143
|
(10,924)
|
11,219
|
|
18,882
|
-
|
18,882
|
Finance income
|
|
2,161
|
-
|
2,161
|
|
3,786
|
-
|
3,786
|
Finance costs
|
|
(3,557)
|
-
|
(3,557)
|
|
(1,511)
|
-
|
(1,511)
|
Profit before taxation
|
|
20,747
|
(10,924)
|
9,823
|
|
21,157
|
-
|
21,157
|
Income tax
|
5
|
(4,662)
|
1,981
|
(2,681)
|
|
(5,268)
|
-
|
(5,268)
|
Profit for the Period
|
|
16,085
|
(8,943)
|
7,142
|
|
15,889
|
-
|
15,889
|
|
|
|
|
|
|
|
|
|
Profit for the Period attributable
to equity holders of the parent
|
|
16,037
|
-
|
7,094
|
|
15,889
|
-
|
15,889
|
Non-controlling interest
|
|
48
|
-
|
48
|
|
-
|
-
|
-
|
Earnings per share
|
|
|
|
|
|
|
|
|
Basic
|
6
|
7.48p
|
(4.17p)
|
3.31p
|
|
7.36p
|
-
|
7.36p
|
Diluted
|
6
|
7.35p
|
(4.10p)
|
3.25p
|
|
7.25p
|
-
|
7.25p
|
Adjusted
diluted6
|
6
|
10.45p
|
(4.69p)
|
5.77p
|
|
9.39p
|
-
|
9.39p
|
Note 6: Reconciled in note 7 of
the financial information.
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
|
|
|
|
|
|
|
(Unaudited)
|
(Audited)
|
|
|
|
|
|
2024
|
2023
|
|
|
|
|
|
£'000
|
£'000
|
Profit for the year
|
|
|
|
|
7,142
|
15,889
|
Exchange differences on translation
of foreign operations
|
|
|
|
|
(6,177)
|
(3,126)
|
(Loss)/gain arising on cash flow
hedges
|
|
|
|
|
(3,104)
|
3,984
|
Deferred tax credit /(charge)
arising on cash flow hedges
|
|
|
|
|
664
|
(465)
|
Total other comprehensive
(expense)/income for the year
|
|
|
|
|
(8,617)
|
393
|
Total comprehensive (loss)/income
for the year attributable to equity holders of the
parent
|
|
|
|
|
(1,475)
|
16,282
|
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
|
(Unaudited)
|
(Audited)
|
|
31 December
2024
|
31
December 2023
|
|
£'000
|
£'000
|
Assets
|
|
|
Non-current assets
|
|
|
Intangible assets
|
99,412
|
55,864
|
Goodwill
|
115,384
|
80,435
|
Property, plant and
equipment
|
45,871
|
29,601
|
Deferred tax assets
|
1,022
|
356
|
Derivative financial
assets
|
-
|
520
|
Trade and other
receivables
|
1,029
|
73
|
|
262,718
|
166,849
|
Current assets
|
|
|
Inventories
|
55,259
|
36,046
|
Trade and other
receivables
|
52,451
|
23,583
|
Current tax assets
|
1,233
|
388
|
Derivative financial
assets
|
296
|
2,145
|
Cash and cash equivalents
|
17,039
|
60,160
|
|
126,278
|
122,322
|
Total assets
|
388,996
|
289,171
|
Liabilities
|
|
|
Current liabilities
|
|
|
Trade and other payables
|
33,782
|
19,254
|
Derivative financial
liabilities
|
261
|
-
|
Borrowings
|
5,421
|
-
|
Current tax liabilities
|
1,780
|
1,165
|
Lease liabilities
|
3,087
|
1,164
|
|
44,331
|
21,583
|
Non-current liabilities
|
|
|
Trade and other payables
|
3,873
|
4,400
|
Derivative financial
liabilities
|
474
|
-
|
Borrowings
|
67,428
|
-
|
Deferred tax liabilities
|
20,746
|
11,013
|
Lease liabilities
|
10,628
|
7,973
|
|
103,149
|
23,386
|
Total liabilities
|
147,480
|
44,969
|
Net
assets
|
241,516
|
244,202
|
Equity
|
|
|
Share capital
|
10,892
|
10,865
|
Share premium
|
37,525
|
37,473
|
Share-based payments
reserve
|
21,747
|
18,649
|
Investment in own shares
|
(6,877)
|
(6,877)
|
Share-based payments deferred tax
reserve
|
224
|
150
|
Other reserve
|
1,531
|
1,531
|
Hedging reserve
|
(440)
|
2,000
|
Translation reserve
|
(4,299)
|
1,878
|
Retained earnings
|
180,474
|
178,533
|
Equity attributable to equity holders of the
parent
|
240,777
|
244,202
|
Non-controlling interest
|
739
|
-
|
Total equity
|
241,516
|
244,202
|
CONDENSED CONSOLIDATED STATEMENT OF CASH
FLOWS
|
|
(Unaudited)
|
(Audited)
|
|
|
Year ended
|
Year
ended
|
|
|
31 December
2024
|
31
December 2023
|
|
Note
|
£'000
|
£'000
|
Cash
flows from operating activities
|
|
|
|
Operating profit
|
|
11,219
|
18,882
|
Adjustments for:
|
|
|
|
Depreciation
|
|
6,453
|
4,375
|
Amortisation - acquired intangible
assets
|
|
7,804
|
4,887
|
- software intangibles
|
|
537
|
522
|
- development costs
|
|
1,508
|
1,004
|
Increase in inventories
|
|
(2)
|
(8,064)
|
Increase in trade and other
receivables
|
|
(10,384)
|
(2,515)
|
Increase/(decrease) in trade and
other payables
|
|
4,318
|
(5,249)
|
Share-based payments
expense
|
|
3,086
|
2,916
|
Taxation paid
|
|
(5,050)
|
(4,413)
|
Net
cash inflow from operating activities
|
|
19,489
|
12,345
|
Cash
flows from investing activities
|
|
|
|
Purchase of software
|
|
(572)
|
(89)
|
Capitalised research and
development
|
|
(4,115)
|
(6,216)
|
Purchases of property, plant and
equipment
|
|
(4,057)
|
(3,544)
|
Disposal of property, plant and
equipment
|
|
27
|
42
|
Interest received
|
|
1,229
|
2,470
|
Acquisition of subsidiaries net of
cash
|
8
|
(54,132)
|
(5,529)
|
Payment of contingent
consideration
|
|
(5,529)
|
(7,399)
|
Net
cash used in investing activities
|
|
(67,149)
|
(20,265)
|
Cash
flows from financing activities
|
|
|
|
Dividends paid
|
|
(5,201)
|
(4,775)
|
Repayment of principal under lease
liabilities
|
|
(2,605)
|
(1,472)
|
Repayment of loan
|
7
|
(62,192)
|
(480)
|
Borrowings received
|
7
|
79,453
|
-
|
Issue of equity shares
|
|
12
|
181
|
Own shares purchased
|
|
-
|
(6,710)
|
Interest paid
|
|
(3,989)
|
(362)
|
Net
cash used in financing activities
|
|
5,478
|
(13,618)
|
Net
(decrease) in cash and cash equivalents
|
|
(42,182)
|
(21,537)
|
Cash
and cash equivalents at the beginning of the year
|
|
60,160
|
82,262
|
Effect of foreign exchange rate changes
|
|
(939)
|
(564)
|
Cash
and cash equivalents at the end of the year
|
|
17,039
|
60,160
|
Notes Forming Part of the Condensed Consolidated Financial
Statements
1. Reporting entity
Advanced Medical Solutions Group
plc ("the Company") is a public limited company incorporated in
England and Wales (registration number 02867684). The Company's
registered address is Premier Park, 33 Road One, Winsford
Industrial Estate, Cheshire, CW7 3RT.
The Company's ordinary shares are
traded on the AIM market of the London Stock Exchange plc. The
consolidated financial statements of the Company for the twelve
months ended 31 December 2024 comprise the Company and its
subsidiaries (together referred to as the "Group").
The Group 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.
2. Basis of preparation
These condensed unaudited
consolidated financial statements have been prepared in accordance
with the accounting policies set out in the annual report for the
year ended 31 December 2023 except for new standards adopted for
the year.
In the current year the Group has
applied a number of amendments to IFRSs issued by the IASB. Their
adoption has not had a material impact on the disclosures or on the
amounts reported in the Annual Financial Statements. The following
amendments were applied:
- Lease Liability in a
Sale and Leaseback - Amendments to IFRS 16 Leases
- Classification of
liabilities as Current or Non-Current and Non-current Liabilities
with Covenants - Amendments to IAS 1 Presentation of Financial
Statements
- Amendments to IAS 7
Statement of Cash Flows and IFRS 7 Financial Instruments:
Disclosures - Supplier Finance Arrangements; and
Lack of Exchangeability -
Amendments to IAS 21 The Effects of Changes in Foreign Exchange
Rates
While the financial information
included in this preliminary announcement has been prepared in
accordance with the recognition and measurement criteria of
international accounting standards and International Financial
Reporting Standards (IFRSs) as adopted by the UK, this announcement
does not itself contain sufficient information to comply with
IFRSs. The Group expects to publish full financial statements that
comply with IFRSs in April 2025.
The unaudited financial
information set out in the announcement does not constitute the
Group's statutory accounts for the years ended 31 December 2024 or
31 December 2023. The financial information for the year ended 31
December 2023 is derived from the statutory accounts for that year,
which have been delivered to the Registrar of Companies. The
auditor reported on those accounts; their report was unqualified,
did not draw attention to any matters by way of emphasis without
qualifying their report and did not contain a statement under s498
(2) or (3) Companies Act 2006. The audit of the statutory accounts
for the year ended 31 December 2024 is not yet complete. These
accounts will be finalised on the basis of the financial
information presented by the Directors in this preliminary
announcement and will be delivered to the Registrar of Companies
following the Group's annual general meeting.
The unaudited financial statements
have been prepared on the historical cost basis of accounting
except as disclosed in the accounting policies set out in the
annual report for the year ended 31 December 2023.
Going concern
With regards to the Group's
financial position, it had cash and cash equivalents at the 31
December 2024 of £17.0 million and continues to be profitable with
positive operational cash flow.
The 2024 acquisition of Peters
Surgical has resulted in the Group obtaining a new debt facility
which includes a £60 million term loan facility and £30 million
revolving credit facility, together the "New Debt Facility". The
balance of the consideration was funded by the Group's existing
cash resources. £12 million of the revolving credit facility is
drawn at 31 December 2024, with £18 million available if
required.
Both the term loan and the
revolving credit facility mature in March 2027 and thereafter can
be extended by two consecutive twelve months periods with the
banks' agreement. Interest on drawn funds is charged at the SONIA
interest rate plus a current bank margin of 1.75%. This margin is
expected to reduce in 2025 in line with forecasted leverage
reductions.
The Group is required to comply
with the following financial covenants 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.
The EBITDA to finance charge ratio
of the Group at 31 December 2024 is 7.8 and is expected to increase
as the borrowing facilities are repaid.
The net debt to EBITDA ratio of
the Group at 31 December 2024 is 1.2 and is expected to reduce as
the borrowing facilities are repaid.
In carrying out their duties in
respect of going concern, the Directors have carried out a review
of the Group's financial position and cash flow forecasts for a
period of 12 months from the date of signing the accounts . These
have been based on a comprehensive review of revenue, expenditure
and cash flows, taking into account specific business risks and the
current economic environment. Sensitivity analysis has been
prepared to stress test forecasts and the Directors are confident
the business is a going concern given the significant headroom
available. The Directors also considered whether any factors exist
that might reasonably impact the Group's ability to continue as
going concern beyond the period of 12 months from the date of
this preliminary announcement, with no factors considered
reasonably possible.
The Group operates in markets
whose demographics are favourable, underpinned by an increasing
need for products to treat chronic and acute wounds. Consequently,
market growth is predicted. The Group has a large number of
contracts with customers across different geographic regions and
also with substantial financial resources, ranging from government
agencies through to global healthcare companies. The acquisition of
Peters Surgical will further expand AMS's product portfolio, add
additional direct sales capability in key territories, improve
manufacturing efficiency and further expand the Group's specialist
development and commercialisation function.
Having taken the above into
consideration, the Directors have reached a conclusion that the
Group is well placed to manage its business risks in the current
economic environment. Accordingly, they continue to adopt the going
concern basis in preparing the financial statements.
New accounting standards not yet applied
Certain new accounting standards,
amendments and interpretations have been published that are not
mandatory for 31 December 2024 reporting periods and have not been
early adopted by the group. These standards are not expected to
have a significant impact on the Group's net results.
3. Segment information
As referred to in the Chief
Executive's Statement, the Group is organised into two Business
Units: Surgical and Woundcare. These Business Units are the basis
on which the Group reports its segment information.
Segment results, assets and
liabilities include items directly attributable to a segment as
well as those that can be allocated on a reasonable basis.
Unallocated items comprise mainly investments and related revenue,
corporate assets, head office expenses and income tax assets. These
are the measures reported to the Group's Chief Executive for the
purposes of resource allocation and assessment of segment
performance.
Business segments
Segment information about these
businesses is presented below.
|
Year
ended 31 December 2024
|
Surgical
|
Woundcare
|
Consolidated
|
|
(unaudited)
|
|
|
|
|
|
£'000
|
£'000
|
£'000
|
|
Revenue
|
|
|
|
|
External sales
|
135,768
|
41,753
|
177,521
|
|
Result
|
|
|
|
|
Adjusted segment operating
profit
|
30,132
|
2,604
|
32,736
|
|
Amortisation of acquired
intangibles
|
(6,864)
|
(940)
|
(7,804)
|
|
Segment operating profit
|
23,268
|
1,664
|
24,932
|
|
Exceptional items
|
|
|
(10,924)
|
|
Unallocated expenses
|
|
|
(2,789)
|
|
Operating profit
|
|
|
11,219
|
|
Finance income
|
|
|
2,161
|
|
Finance costs
|
|
|
(3,557)
|
|
Profit before tax
|
|
|
9,823
|
|
Tax
|
|
|
(2,681)
|
|
Profit for the year
|
|
|
7,142
|
|
|
|
|
|
|
Year
ended 31 December 2024
|
Surgical
|
Woundcare
|
Consolidated
|
|
(Unaudited)
|
|
|
|
|
Other information
|
£'000
|
£'000
|
£'000
|
|
Capital additions:
|
|
|
|
|
Software intangibles
|
494
|
78
|
572
|
|
Development costs
|
3,517
|
598
|
4,115
|
|
Property, plant and
equipment
|
2,607
|
1,450
|
4,057
|
|
Depreciation and
amortisation
|
(13,198)
|
(3,104)
|
(16,302)
|
|
At
31 December 2024
|
|
|
|
|
Statement of Financial Position
|
|
|
|
|
Assets
|
|
|
|
|
Segment assets
|
333,209
|
55,787
|
388,996
|
|
Liabilities
|
|
|
|
|
Segment liabilities
|
116,229
|
30,031
|
146,252
|
|
Unallocated liabilities
|
|
|
1,228
|
|
Consolidated liabilities
|
|
|
147,480
|
|
|
|
|
|
Year ended 31 December
2023
|
Surgical
|
Woundcare
|
Consolidated
|
|
(audited)
|
|
|
|
|
|
£'000
|
£'000
|
£'000
|
|
Revenue
|
|
|
|
|
External sales
|
79,093
|
47,117
|
126,210
|
|
Result
|
|
|
|
|
Adjusted segment operating
profit
|
19,985
|
5,317
|
25,302
|
|
Amortisation of acquired
intangibles
|
(3,944)
|
(943)
|
(4,887)
|
|
Segment operating profit
|
16,041
|
4,374
|
20,415
|
|
Unallocated expenses
|
|
|
(1,533)
|
|
Operating profit
|
|
|
18,882
|
|
Finance income
|
|
|
3,786
|
|
Finance costs
|
|
|
(1,511)
|
|
Profit before tax
|
|
|
21,157
|
|
Tax
|
|
|
(5,268)
|
|
Profit for the year
|
|
|
15,889
|
|
|
|
|
|
|
Year ended 31 December
2023
|
Surgical
|
Woundcare
|
Consolidated
|
|
(audited)
|
|
|
|
|
Other information
|
£'000
|
£'000
|
£'000
|
|
Capital additions:
|
|
|
|
|
Software intangibles
|
47
|
42
|
89
|
|
Development costs
|
5,222
|
994
|
6,216
|
|
Property, plant and
equipment
|
2,337
|
1,207
|
3,544
|
|
Depreciation and
amortisation
|
(7,504)
|
(3,284)
|
(10,788)
|
|
At 31 December 2023
Statement of Financial
Position
Segment assets
|
207,647
|
81,524
|
289,171
|
|
Liabilities
|
|
|
|
|
Segment liabilities
|
34,810
|
10,159
|
44,969
|
|
|
|
|
|
|
Geographic segments
Segment revenue is based on the
geographical location of customers. Segment assets are based on the
country by which the legal entity resides.
|
|
|
(Unaudited)
|
(Audited)
|
|
Year ended 31 December
|
|
|
2024
|
2023
|
|
|
|
|
£'000
|
£'000
|
|
United Kingdom
|
|
|
16,606
|
17,385
|
|
Germany
|
|
|
32,288
|
26,365
|
|
France
|
|
|
14,790
|
6,217
|
|
Rest of Europe
|
|
|
46,314
|
32,716
|
|
United States of
America
|
|
|
43,382
|
31,875
|
|
Rest of World
|
|
|
24,141
|
11,652
|
|
|
|
|
177,521
|
126,210
|
|
The following table provides an
analysis of the Group's non-current assets by geographical
location:
|
|
|
|
(Unaudited)
|
(Audited)
|
|
As at 31 December
|
|
|
2024
|
2023
|
|
|
|
|
£'000
|
£'000
|
|
United Kingdom
|
|
|
44,684
|
50,754
|
|
Germany
|
|
|
64,539
|
60,168
|
|
France
|
|
|
103,666
|
8,801
|
|
Rest of Europe
|
|
|
26,901
|
28,809
|
|
Rest of World
|
|
|
22,928
|
18,317
|
|
|
|
|
262,718
|
166,849
|
|
4. Operating profit
|
|
(Unaudited)
|
(Audited)
|
Year ended 31 December
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
Operating profit is arrived at after
charging:
|
|
|
Depreciation of property, plant and
equipment
|
6,453
|
4,375
|
Amortisation of:
|
|
|
- acquired intangible
assets
|
7,804
|
4,887
|
- software
intangibles
|
537
|
522
|
- development costs
|
1,508
|
1,004
|
Research and development costs
expensed excluding regulatory costs
|
5,237
|
5,597
|
Cost of inventories recognised as
expense
|
84,269
|
55,733
|
Write down of inventories
expensed
|
634
|
337
|
Staff costs
|
66,496
|
49,024
|
Net foreign exchange loss
|
141
|
1,955
|
5. Taxation
|
|
|
(Unaudited)
|
(Audited)
|
|
Year
ended 31 December
|
|
|
2024
|
2023
|
|
|
|
|
£'000
|
£'000
|
|
a) Analysis of charge for the
year
|
|
|
|
|
|
Current tax:
|
|
|
|
|
|
Tax on ordinary activities - current
year
|
|
|
5,044
|
5,516
|
|
Tax on ordinary activities - prior
year
|
|
|
140
|
(540)
|
|
|
|
|
5,184
|
4,976
|
|
Deferred tax:
|
|
|
|
|
|
Tax on ordinary activities - current
year
|
|
|
(2,351)
|
(183)
|
|
Tax on ordinary activities - prior
year
|
|
|
(152)
|
475
|
|
|
|
|
(2,503)
|
292
|
|
Tax charge for the year
|
|
|
2,681
|
5,268
|
|
The Group has chosen to use a
weighted average country tax rate rather than the UK tax rate for
the reconciliation of the charge for the year to the profit per the
income statement. The Group operates in several jurisdictions, some
of which have a tax rate in excess of the UK tax rate. As such, a
weighted average country tax rate is believed to provide the most
meaningful information to the users of the financial
statements.
|
|
|
(Unaudited)
|
(Audited)
|
|
Year
ended 31 December
|
|
2024
|
2023
|
|
|
|
£'000
|
£'000
|
|
b) Factors affecting tax charge for the
year
|
|
|
|
|
Profit before taxation
|
|
9,823
|
21,157
|
|
Profit multiplied by the weighted
average Group tax rate of 29.0% (2023: 28.0%)
|
|
2,850
|
5,918
|
|
Effects of:
|
|
|
|
|
Net expenses not deductible for tax
purposes and other timing differences
|
|
1,189
|
605
|
|
Patent Box Relief
|
|
(1,129)
|
(817)
|
|
Utilisation of trading
losses
|
|
(301)
|
(526)
|
|
Net impact of deferred tax on
capitalised development costs and R&D relief
|
|
16
|
(245)
|
|
Share-based payments
|
|
68
|
398
|
|
Adjustments in respect of prior year
- current tax
|
|
140
|
(540)
|
|
Adjustments in respect of prior year
and rate changes - deferred tax
|
|
(152)
|
475
|
|
Taxation
|
|
2,681
|
5,268
|
|
6. Earnings per share
The calculation of the basic and
diluted earnings per share is based on the following
data:
|
(Unaudited)
|
(Audited)
|
Year
ended 31 December
|
2024
|
2023
|
Number of shares
|
'000
|
'000
|
Weighted average number of ordinary
shares in issue
|
217,561
|
217,093
|
Shares held in EBT
|
(3,222)
|
(1,195)
|
Weighted average number of ordinary shares for the purposes of
basic earnings per share
|
214,339
|
215,898
|
Effect of dilutive potential
ordinary shares: share options, deferred share bonus,
LTIPs
|
3,959
|
3,391
|
Weighted average number of ordinary shares for the purposes of
diluted earnings per share
|
218,298
|
219,289
|
|
|
|
|
(Unaudited)
|
(Audited)*
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Profit for the year attributable to equity holders of the
parent
|
7,094
|
15,889
|
Amortisation of acquired intangible
assets
|
7,804
|
4,887
|
Long-term liability
expense
|
(868)
|
(186)
|
Exceptional items
|
10,924
|
-
|
Unwind of Inventory fair value
accounting
|
1,726
|
-
|
Tax on adjusted items
|
(3,857)
|
(755)
|
Adjusted profit for the year attributable to equity holders of
the parent
|
22,823
|
19,835
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
(Audited)
|
|
2024
|
2023
|
|
pence
|
pence
|
Basic EPS
|
3.31
|
7.36
|
Diluted EPS
|
3.25
|
7.25
|
Adjusted basic EPS
|
10.65
|
9.19
|
Adjusted diluted EPS
|
10.45
|
9.05
|
* Adjusted basic and adjusted
diluted earnings per share have been revised to include tax on
adjusted items to ensure comparability with the current
Period.
7. Net Debt
The following table provides an
analysis of the Group's net debt/cash
|
|
|
|
(Unaudited)
|
(Audited)
|
|
As at 31 December
|
|
|
2024
|
2023
|
|
|
|
|
£'000
|
£'000
|
|
Cash held at banks
|
|
|
17,039
|
60,160
|
|
Facility A borrowings
|
|
|
(59,608)
|
-
|
|
Facility B borrowings
|
|
|
(11,922)
|
-
|
|
Other Debt
|
|
|
(1,319)
|
-
|
|
Net
(debt)/cash
|
|
|
(55,810)
|
60,160
|
|
The 2024 acquisition of Peters
Surgical has resulted in the Group obtaining a new debt facility
which includes a £60 million term loan facility "Facility A" and a
£30 million revolving credit facility "Facility B". £12 million of
the revolving credit facility is drawn at 31 December 2024, with
£18 million available if required.
Both the term loan and the
revolving credit facility mature in March 2027 and thereafter can
be extended by two consecutive twelve month periods with the banks
agreement. Interest on drawn funds will be charged at the SONIA
interest rate plus an initial bank margin of 1.75%, with this
margin expected to reduce in 2025 in line with forecasted leverage
reductions.
Facility A requires a £5 million
repayment on the 1st July 2025 anniversary date and £5 million each
anniversary date thereafter.
Other debt consists of bank
borrowings and overdraft facilities at legal entities which joined
the Group as part of the Peters Surgical acquisition.
Movements in borrowings is as
follows:
|
|
|
|
(Unaudited)
|
(Audited)
|
|
For
the year ended 31
December
|
|
|
2024
|
2023
|
|
|
|
|
£'000
|
£'000
|
|
Facility A funds
received
|
|
|
59,494
|
-
|
|
Facility B funds
received
|
|
|
19,831
|
-
|
|
Other borrowings
received
|
|
|
128
|
|
|
Facility B repayments
|
|
|
(8,000)
|
-
|
|
Advance repayment of Peters
Surgical loan balances
|
|
|
(50,630)
|
|
|
Other borrowings repaid
|
|
|
(3,562)
|
(480)
|
|
Total movement in borrowings
|
|
|
17,261
|
(480)
|
|
Funds received under facilities A
and B were received net of arrangement fees.
Other borrowings received include
short-term borrowing facilities available at Peters Surgical. Other
borrowings repaid primarily relate to factoring facilities at
Peters Surgical.
Borrowings in 2023 arose on the
acquisition of Connexicon Medical which were subsequently
repaid.
8. Acquisitions
Syntacoll GmbH
On 1 March 2024, the Group acquired
the trade and assets of Syntacoll GmbH ("Syntacoll"), a specialist
manufacturer of drug-eluting collagens that strengthens the Group's
existing Biosurgical business based near Munich in Germany for
approximately £0.9 million cash consideration. The fair value of
assets acquired are as follows:
|
£'000
|
|
Identifiable net assets acquired
|
|
|
Technology-based Intangible
asset
|
214
|
|
Property, plant and
equipment
|
111
|
|
Inventory
|
600
|
|
Total net assets
|
925
|
|
|
|
|
|
Peters Surgical
On 1 July 2024, the Group acquired
100% of the Share Capital of Peters Surgical ("Peters
Surgical"), a leading global provider of specialty surgical
sutures, mechanical haemostasis and internal cyanoacrylate devices
headquartered in Paris, France.
In the six-month Period from
acquisition to 31 December 2024, Peters Surgical contributed £37.2
million of revenue to the Group and £4.2 million of operating
profit. Amortisation of intangible assets of £2.9 million has also
been recorded in the period in respect of the acquisition. The
resulting unwind in Inventory fair value accounting resulted in a
£1.7 million expense being recorded as an adjusting
item.
The results, assets and liabilities
of Peters Surgical have been included in the Surgical business unit
segment.
The fair value of the acquired
identifiable intangible assets and lease liabilities is provisional
pending final valuations for those assets and
liabilities.
|
£'000
|
Identifiable net assets acquired
|
|
Technology Intangibles
|
30,769
|
Customer Intangibles
|
19,244
|
Property, plant and
equipment
|
15,296
|
Software intangibles
|
891
|
Deferred tax asset
|
181
|
Inventory
|
19,482
|
Trade Receivables
|
20,681
|
Tax debtor
|
1,954
|
Cash
|
10,526
|
Trade payables
|
(16,886)
|
Loan
|
(56,653)
|
Tax liability
|
(2,454)
|
Deferred tax liability
|
(13,074)
|
Lease liabilities
|
(3,480)
|
Arising on acquisition
|
|
Goodwill
|
38,207
|
Total net assets
|
64,684
|
Satisfied by
|
£'000
|
Cash consideration
|
63,733
|
Contingent consideration (fair
value)
|
951
|
|
64,684
|
Net
cash flow on acquisition
|
£'000
|
Cash consideration
|
63,733
|
|
|
Cash acquired
|
(10,526)
|
|
53,207
|
Contingent consideration arose on
the acquisition of up to €8.9 million (approximately £7.5 million)
payable on delivery of US regulatory approvals, achievement of FY24
gross margin targets, and satisfying certain inventory and tax
conditions. This Contingent consideration has been fair valued at
£1.0 million at acquisition. No payments have been made in the
Period in relation to this contingent consideration.
None of the goodwill on the
acquisition is expected to be deductible for income tax.
9. Events after reporting
Period
There have been no material events
subsequent to 31 December 2024.