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Sinclair IS Pharma plc Investor Presentation April 2012 Disclaimer The contents of this presentation and the information which you are given at the time of these slides and the presentation have not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 (the “Act”). Reliance on this presentation and its slides for the purpose of engaging in investment activity may expose an individual to a significant risk of losing all of the property or other assets invested. This presentation does not constitute or form part of any offer for sale or subscription or solicitation of any offer to buy or subscribe for any securities in Sinclair IS Pharma Plc (the “Company”) nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. No reliance may be placed for any purpose whatsoever on the information contained in these slides or presentation and/or opinions therein. These slides and the presentation are exempt from the general restriction (in section 21 of the Act) on the communication of invitations or inducements to engage in investment activity on the grounds that it is made to: (a) persons who have professional experience in matters relating to investments who fall within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (b) high net worth entities and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(1) of the Order (all such persons together being referred to as “relevant persons”). Any person who is not a relevant person should not rely on this presentation or any of its contents and all persons (whether relevant persons or otherwise) are recommended to seek their own independent financial advice from a person authorised for the purposes of the Act before engaging in any investment activity involving the Company’s securities. This presentation includes certain forward-looking statements with respect to certain development projects, potential collaborative partnerships, results of operations and certain plans and objectives of the Company including, in particular and without limitation, the statements regarding potential sales revenues from products, both currently marketed and under development, possible launch dates for new products and line extensions, and any revenue and profit guidance. By their very nature forward-looking statements involve risk and uncertainty that could cause actual results and developments to differ materially from those expressed or implied. The significant risks related to the Company’s business which could cause the Company’s actual results and developments to differ materially from those forward-looking statements are discussed in the Company’s annual report and other filings. All forward-looking statements in this presentation are based on information known to the Company on the date hereof. The Company will not publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 2 Group at a glance Key Markets Top Products DERMATOLOGY Europe Emerging Markets WOUND CARE Europe Emerging Markets Atopiclair® Sebclair® Papulex® Flammazine® Kelo-cote® 2011 Revenue 3 Flammacerium® Aloxi® Variquel® 2014 Revenue Target* Emerging Markets 28% Europe 72% CRITICAL AND SUPPORTIVE CARE Europe Emerging Markets 40% Europe 60% *Target not guidance Brand Development: Recognisable Sinclair IS graphic 4 4 Fully integrated platform drives operating leverage Fully integrated Sales and marketing Logistics, supply and manufacturing Regulatory and compliance Quality and Pharmacovigilance Product and brand development Finance function Resources focused on developing and extending growth brands Sales and marketing budget doubled from £7.8M 2009 to £15M 2012 Complementary in-licensing opportunities and brand acquisitions Create multi-product/ country partnerships outside the EU Divest non-core brands, reduce SKUs and number of distributors 5 Distribution: Congruent channels Well balanced portfolio focused on three key specialty areas: • Dermatology HOSPITAL • Wound care Variquel®/Haemopressin® Aloxi® episil® Xclair® • Critical and supportive care Flamma franchise Kelo-cote® DERMATOLOGIST Sebclair® Bio-Taches® Fazol® 6 Atopiclair® Papulex® Fadiamone® Diversified product offering Sales driven by own specialist sales force No large near term patent cliffs PHARMACY Aloclair® Decapinol® Key Brands: Growth and concentration Leading five products % of total sales 60% 49% 50% 40% 30% 29% 20% 10% 0% FY 09 FY12e Growth of leading five products vs. previous year 23% 25% 20% 15% 10% 5% 5% 0% 7 FY09 FY12e £m 10 9 8 7 6 5 4 3 2 1 0 Core brand performance (1H/12 growth, FY12e revenues) +5% +51% +19% -8% +119% -4% +122% Geographic reach Direct sales in top EU markets 20 year partnership with Invida for multiple markets Exploring additional partnerships for other major emerging markets Direct Sales and Marketing Operations Distributors - existing 8 Distributors - Invida Distributors - recent Fast growth target markets Asia: Invida delivering Products launched already Atopiclair® and Papulex ®already launched in eight markets Flammazine re-launched in The Philippines Multiple launches scheduled for 2012, including Xclair, Sebclair and others First Chinese launch expected in 2013 Improved economics post 2013 Focus on brand creation, but requires resources Deal structure guarantees minimum launch spend. Budgeted spend is considerably in excess We expect partnership to drive Sinclair IS earnings growth over medium term Local Asian office structure provides filing and launch infrastructure Dedicated regulatory affairs resources for both companies Sinclair IS employee based full-time in Invida’s Singapore head-office Production in India (Encube PTE) already started, initially for local market Menarini acquisition of Invida has increased sales and marketing spend 9 Strategic Partners: Fewer, stronger relationships 10 Executing Strategy: Recent progress Deals Acquisition of ABT and Ex-US rights of Kelo-cote® (Dec’ 11 ) Partnerships Fannin Limited (Ireland) (Oct’11) Product launches Invida Atopiclair® & Papulex® in 11 Asian markets (March’12) Disposal of Mysoline (Nov’11) AMS (Delm opinal option and licence) (Aug’11) Merger with IS Pharma (May’11) Invida India (March’11) FlammaSpray™ Spain (March’11) Germany (March’ 12) Acquisition of Kelo-cote® (UK & Germany) (Dec’10) Invida (multi-product, Asia –Pacific ) (Dec’10) Bio-Taches Serum, in 5 MENA Countries (Q1 12) Acquisition of Terbinafine Spray (Worldwide rights) (Nov ‘10) Sunstar (Decapinol® for US) (Dec’10) Kelo-cote® France, Italy, Spain (Feb’11) 11 Improving financial performance Annual revenues excluding one-off licence income £m Lfl Sales improvement 15% 11% 35 9% 10% 30 25 5% 20 15 0% 10 2009 5 -5% -5% 0 FY09 LfL sales growth EBITDA FY10 FY11 1H/12 -2% FY'09 FY'10 FY'11 1H FY12 FY'12e* -5% -2% +11% +9% >9% -£3.8m -£2.6m -£1.3m n/a +£4m-£5m LfL excludes product acquistions and disposals, licence fees and currency fluctuations Interim Results 2012 12 2011 -10% *'Analysts' estimates 2010 Like-for-like revenues increased by 9% International operations +41% H1 margin increased to 58.1% from 55.8% EBITDA of £0.7 million, first sustainably profitable period Net debt /Shareholders funds 6% Brand Development: Flamma Sterile topical creams for: ― the prevention and treatment of infection in burn wounds ― Short-term treatment of infection in leg ulcers and pressure sores ― The prevention of infection in skin graft donor sites and extensive abrasions Small dedicated sales force Growth strategy ― Launch of FlammaSpray™ (sunburn, 3/11) ― FlammaGel (household burns, FY13) ― Flammacerium in MENA, UK and other territories (severe burns, FY14) ― Flammacerium (diabetic foot ulcer, FY15) 13 Flamma franchise – Growth rate 17% 20% 10% 5% 0% 12/09 -10% -5% 1H/12 1H/12 excl Algeria Brand Development: Kelo-cote® Patented topical silicone gel range for the prevention and management of abnormal scars ― Available both in prescribed and over the counter formats Launched in FY11 in Spain, France, Italy. Re-launched in UK Large and rapidly growing market Silicone recommended as the first‐line treatment for scar management Grow the brand through ― entry into new territories (LATAM, Russia, Eastern Europe, Turkey, Asia) ― developing line-extensions (Kelo-cote Stretchmarks™ FY12) 14 Conclusion Strong revenue growth, particularly International Fully integrated platform drives operating leverage Emerging markets via key partnerships drives premium growth ― Invida delivering ― Multiple additional opportunities, including expected LATAM partnership Licensing opportunities and brand acquisitions Low risk pipeline focused on developing and extending existing brands 15 Appendix 16 Key brands Product H1’12 Sales Indication LFL Growth H1’12 Wound care +5%* Flammazine® £8.2m £4.0m Drug Kelo-cote® £0.9m £0.7m Medical device £3.8m £2.5m Drug Bleeding oesophageal varices +19% £3.8m £1.4m Medical device Oral Pain relief -8% £2.7m £1.3m Drug Topical anti-fungal -4% Indication LFL Growth H1’12 Variquel®/ Haemopressin Aloclair® Fazol® Product 17 2011 Sales TOP FIVE PRODUCTS Type 2011 Sales H1’12 Sales Scar reduction Focus Brands Type +51% Papulex® £1.4m £0.7m Cosmetic Acne +7% Atopiclair® Sebclair® Aloxi® £0.9m £0.7m £1.2m £0.5m £0.6m £0.5m Medical device Medical device Drug Eczema Seborrheic Dermatitis CINV +119% +122% -4% *+17% excluding Algeria Pipeline summary Product Indication Timing Comment BIOTACHES Serum & UV50 Hyperpigmentation H2 2012 Adds strength to the range and brand for MENA distribution PAPUDUO Acne 2013/14 First anti-biofilm acne treatment KELO-COTE Stretchmarks Stretchmarks Q1 2012 Ready for launch. Good scientific rationale and evidence KELO-COTE line extension Scar reduction 2014 Spray and gel with new actives for enhance wound healing and scar control TERBINAFINE SPRAY Athlete's Foot 2014/15 Proprietary slow release patch applied to brand leader's API DECAPINOL Plaque blocking Launched Q3 2011 OTC "GUM" brand by Sunstar Butler. Line extension programme DELMOPINOL Dog chew Q4 2012 Royalty deal, licensee has worldwide rights. High risk. DELMOPINOL Wound care 2013 Internal/external (AMS option commenced 2011) FLAMMASPRAY Sunburn Launched Q1 2011 Trademark leverage FLAMMAGEL Household burns Q3 2012 Trademark leverage FLAMMACERIUM Diabetic foot ulcer 2014/15 Off-label Flammazine experience indicates likely efficacy DERMATOLOGY DELMOPINOL FLAMMA FRANCHISE 18 18 Income Statement: Strong revenue increase £'m Revenue Cost of sales Gross profit 23.4 (9.8) 13.6 14.1 (6.3) 7.8 Sales & marketing R&D/RA G&A Amortisation & depreciation Share based payments Pre-exceptional operating loss (7.8) (1.4) (3.7) (2.5) (0.5) (2.3) (5.3) (1.1) (2.7) (1.7) (3.0) Finance costs Loss before tax (0.6) (2.9) (0.5) (3.5) 0.7 (1.3) Pre-exceptional EBITDA 19 H1 FY12 H1 FY11 Revenue increase of 67% over H1 11 H1 margin increased to 58.1% from 55.8% Significant investment in sales & marketing, in particular in the UK Continued investment in R&D/RA G&A increase following IS Pharma merger EBITDA of £0.7m, first sustainably profitable period Amortisation increased from IS Pharma intangibles Share based payment expense from VCP established in May 11 Balance sheet £'m Goodwill Intangible assets Property, plant and equipment Non-current tax assets Other non-current assets Non-current Assets 20 Dec-11 Jun-11 58.9 67.8 2.3 4.8 1.6 61.9 61.7 2.1 4.4 2.0 135.4 132.1 Inventories Trade and other receivables Cash in blocked account Cash and cash equivalents Current Assets TOTAL ASSETS 8.7 13.0 1.8 4.4 9.6 15.3 3.4 5.1 27.9 163.3 33.4 165.5 Borrowings Trade and other payables Deferred consideration Provisions Current tax liabilities Current Liabilities (3.8) (15.0) (2.4) (0.5) (0.3) (22.0) (2.8) (16.2) (4.3) (0.4) Borrowings Deferred tax liabilities Deferred consideration Other non-current liabilities Provisions Non-current liabilities TOTAL LIABILITIES (11.1) (7.2) (2.5) (0.4) (0.7) (21.9) (43.9) (7.1) (7.4) (17.9) (41.6) NET ASSETS 119.4 123.9 (23.7) (2.6) (0.5) (0.3) ABT adds £20m to intangibles as well as inventory of £0.7m and receivables £1.1m Inventory reduced from June due to Fannin, Mysoline sale and FX variance but partially offset by ABT impact Receivables reduced by underlying £3.3m due to seasonality of sales Borrowings increased by £6.5m Clydesdale draw for ABT Deferred consideration reduced by £1.3m Helsinn (HBT) payment in December and positive FX impact on Variquel royalty liability Cash flow: Efficient recycling of capital £'m Cash flow from operations (0.1) (2.5) 11.1 (16.7) (2.0) (7.6) (2.3) (2.3) Loan draw down Equity issues Debt repayments Other Release of blocked funds Financing 6.5 (1.2) 1.9 7.2 1.1 17.8 (13.0) 0.4 6.3 Net cash flow (0.5) 1.5 4.8 4.3 1.9 3.4 Sale of Mysoline Acquisition of ABT Other investing Investing activities Cash b/f Cash c/f 21 H1 FY12 H1 FY11 Benefit of IS merger seen in H1 operating cash flow Mysoline proceeds recycled into acquisition of ABT Investing activities include settlement of deferred consideration for HBT - £1.3m and limited capex Additional draw on Clydesdale facility to complete ABT acquisition Net debt of £7.3m at December 2011 1st Floor Whitfield Court 30-32 Whitfield Street London W1T 2RQ United Kingdom Tel: +44 20 7467 6920 Fax: +44 20 7467 6930 www.sinclairispharma.com 22 22