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Consolidated financial statements 2021 of the Galenica Group

Notes to the consolidated financial statements of the Galenica Group

1. Group organisation

1. Group organisation

General information

Galenica is a fully-integrated healthcare service provider in Switzerland. Galenica operates a network of pharmacies, develops and offers own brands and products, exclusive brands and products from business partners as well as a variety of on-site health services and tests for customers. Galenica is also a provider of pre-wholesale and wholesale distribution and database ­services in the Swiss healthcare market.

The parent company is Galenica Ltd., a Swiss company limited by shares with its headquarters in Bern. The registered office is at Untermattweg 8, 3027 Bern, Switzerland. Shares in Galenica Ltd. are traded on the SIX Swiss Exchange under ­securities no. 36067446 (ISIN CH0360674466).

The Board of Directors released the consolidated financial statements 2021 for publication on 2 March 2022. The 2021 consolidated financial statements will be submitted for approval to the Annual General Meeting on 11 May 2022.


2. Accounting principles

2. Accounting principles

Basis of preparation

The consolidated financial statements of Galenica have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standard Board (IASB), as well as the interpretations of the IFRS Interpretations Committee (IFRIC) and the provisions of Swiss law.

The consolidated financial statements are based on the financial statements of the individual companies of Galenica, ­prepared in accordance with uniform accounting principles. The reporting period comprises twelve months to 31 December.

The consolidated financial statements have been presented on a historical cost basis. Non-monetary assets are measured at the lower of cost and net realisable value or recoverable amount. Certain financial assets and financial liabilities are measured at fair value in the statement of financial position. Detailed disclosures on measurement are provided in the summary of significant accounting policies.

Galenica's consolidated financial statements are prepared in Swiss francs (CHF) and, unless otherwise indicated, figures are rounded to the nearest CHF 1,000.

Due to rounding, numbers presented throughout this report may not add up precisely to the totals provided. Totals are calculated using the underlying amount rather than the presented rounded number.

Foreign currencies are not of relevance for the consolidated financial statements.

Classification as current or non-current

Assets which are realised or consumed within one year or in the normal course of business are classified as current assets. All other assets are classified as non-current assets.

All liabilities which Galenica expects to settle in the normal course of business or which fall due within one year after the reporting date are classified as current liabilities. All other liabilities are classified as non-current liabilities.

Estimation uncertainty, assumptions and judgments

The preparation of the Group's consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and expense, and the disclosure of contingent liabilities as at the reporting date. Although these estimates and assumptions are made on the basis of all available information and with the greatest of care, the actual results may differ. This applies primarily to estimates and assumptions made with regard to the items set out below.

Leases (note 15)

IFRS 16 defines the lease term as the non-cancellable period of a lease together with the options to extend or terminate a lease, if the lessee is reasonably certain to exercise that option. Where a lease includes the option for the Group to extend the lease term, Galenica applies judgment in assessing whether it is reasonably certain that the option will be exercised. This will take into account the length of the time remaining before the option is exercisable, current trading, future trading forecasts as to the ongoing profitability of the point of sale and the level and type of planned future capital investment. A reassessment of the remaining life of the lease could result in a recalculation of the lease liability and a material adjustment to the associated balances.

Goodwill and intangible assets (note 16)

Goodwill and other intangible assets with an indefinite useful life are tested for impairment at least once a year. This involves estimating the value in use of the cash-generating unit (CGU) or group of CGUs to which the goodwill is allocated. It also requires a forecast of expected future cash flows as well as the application of an appropriate discount rate to calculate the present value of these cash flows.

Employee benefit plans and other non-current employee benefits (note 23)

The costs of the employee benefit plans and other long-term employee benefits are determined using actuarial valuations. These valuations involve making assumptions about the discount rate, future salary and pension developments, mortality and the employee turnover rate. Galenica considers the discount rate, the selection of mortality tables and the development of salaries to be key assumptions.

Scope of consolidation

The consolidated financial statements of Galenica comprise those of Galenica Ltd. and all its subsidiaries, including asso­ciate companies and joint ventures.

Subsidiaries, associates and joint ventures acquired during the reporting period are included in the financial statements as at the date when control, significant influence or joint control was obtained. Companies sold during the reporting period are included up to the date when control, significant influence or joint control was lost.

Details of changes in the scope of consolidation in the reporting period are included in note 4, Business combinations.

Companies which Galenica controls have been fully consolidated. This is the case when Galenica has the ability to direct the relevant activities of a company, has rights to variable returns from its involvement with the investee and has the ability to affect those returns.

When Galenica holds less than 50% of the voting rights in a company, Galenica considers all the relevant facts and circumstances in assessing whether it has control over that company. This includes contractual arrangements with the vote holders of the investee, rights arising from other contractual arrangements and the number of voting rights and potential voting rights.

Assets and liabilities as well as income and expenses of subsidiaries are consolidated from the acquisition date, i.e. the date on which Galenica obtains control.

All intercompany receivables and payables, income and expenses, investments and dividends as well as unrealised gains and losses on transactions within Galenica are fully eliminated.

Amendments to IFRS

As at 1 January 2021 Galenica adopted the following amended International Financial Reporting Standards:

  • Amendments to IFRS 7, IFRS 9, IAS 39 and IFRS 16 – Interest Rate Benchmark Reform – phase 2 (1 January 2021)
  • Amendments to IFRS 16 – Covid-19-Related rent concessions beyond 30 June 2021 (1 April 2021, early adopted in 2021) 

These changes have no or no material impact on the financial position, financial performance and cash flows of Galenica nor on disclosures in these consolidated financial statements. Galenica has not early adopted any other standard or interpretation that has been issued but is not yet effective.

Future amendments to IFRS

The IASB has issued various new and amended standards and interpretations with effective dates in the financial year 2022 or later. Galenica has not early adopted any of the following amendments to standards or interpretations that are potentially relevant for Galenica. Galenica intends to apply the new or amended standards for the first time in the financial year beginning on or after the date shown below:

  • Amendments to IFRS 3 – Reference to the conceptual framework (1 January 2022)
  • Amendments to IAS 16 – Proceeds before intended use (1 January 2022)
  • Amendments to IAS 37 – Onerous Contracts – cost of fulfilling a contract (1 January 2022)
  • Annual Improvements 2018-2020 Cycle (1 January 2022)
  • Amendments to IAS 1 – Classification of liabilities as current or non-current (1 January 2023, may be deferred)
  • Amendments to IAS 1 and IFRS Practice Statement 2 – Disclosure of accounting policies (1 January 2023)
  • Amendments to IAS 8 – Definition of accounting estimates (1 January 2023)
  • Amendments to IAS 12 – Deferred tax related to assets and liabilities arising from a single transaction (1 January 2023)

Galenica is currently assessing the impact of these amendments. Based on a preliminary analysis, Galenica does not expect a material impact on the consolidated financial statements.


3. Operating segment information

3. Operating segment information

The management approach is used to determine the reportable operating segments. Accordingly, external segment reporting is based on the internal organisational and management structures of Galenica and the internal financial reporting to the chief operating decision maker (CODM). The CODM of Galenica is the CEO.

Based on the changed organisational and management structure of Galenica valid as at 1 January 2021, Galenica has redefined and renamed its segments. Galenica operates now within the two operating segments Products & Care (largely corresponds to the former operating segment Health & Beauty) and Logistics & IT (largely corresponds to the former operating segment Services).

The operating result (EBIT) comprises all operating income generated and expenses incurred in the corresponding segments. Financial income and expenses as well as income taxes are reported at Group level only and not allocated to the segments. The assets and liabilities include all items of the statement of financial position that can be directly or reasonably allocated to a segment.

Products & Care

The Products & Care segment comprises the «Retail» business area with offerings for patients and end customers (B2C) and the «Professionals» business area with offerings for business customers and partners in the healthcare sector (B2B).

The «Retail» business area comprises the two sectors «Local Pharmacies» (POS) and «Pharmacies at Home» (mail-order and home care). Retail operates at 520 locations Galenica's pharmacy network, the largest in Switzerland. With 368 pharmacies of its own and 152 partner pharmacies, Retail has attractive outlets throughout the country. Galenica's own pharmacies comprise the Amavita brand with 181 branches and the Sun Store brand with 92 branches. Galenica also operates a chain of 88 pharmacies in partnership with Coop under the Coop Vitality brand. Galenica's pharmacy network also covers the speciality pharmacy Mediservice, which is focused on medication for treatment of patients at home, 6 majority interests in pharmacies and 150 Winconcept partner pharmacies and 2 Amavita partner pharmacies.

The «Professionals» business area comprises the «Products & Brands» and «Services for Professionals» sectors. These activities focus on the development and marketing of healthcare services and products via the various sales channels: in-store at pharmacies (POS), shipments via mail-order pharmacies and e-shops or at home (home care), as well as business customers. Professionals launches and distributes a complete portfolio of consumer health products which is sold to Swiss pharmacies and drugstores. The companies of Professionals launches and distributes pharmaceutical and parapharmacutical products and offer marketing and sales services to all partners in the healthcare market.

Logistics & IT

The Logistics & IT segment comprises the two sectors «Wholesale» and «Logistics & IT Services». These provide services for all those involved in the healthcare sector – pharmacies, drugstores, doctors, hospitals and care homes, partners and suppliers. Their activities focus on optimising and further developing the logistics services and service offering as well as providing innovative solutions that promote digitalisation in the healthcare market.

Wholesale plays an important role in the pharmaceutical supply chain. As a pharmaceutical wholesaler, Wholesale ensures on-schedule delivery within short deadlines to pharmacies, drugstores, doctors, hospitals and care homes throughout Switzerland.

Logistics & IT Services offers pharmaceutical and healthcare companies a broad range of specialised pre-wholesale services, from storage and distribution of products in Switzerland to debt collection. The companies of the Logistics & IT Services also offers solutions for the healthcare market. They operates comprehensive databases that provide additional knowledge for all service providers in the Swiss healthcare market and develop management solutions tailored specifically to the needs of the healthcare market. Logistics & IT Services is the leading provider of master data systems for Switzerland's entire healthcare market and publishes printed and electronic technical information on pharmaceutical products as well as complete management solutions for pharmacies.

Group Services

The activities included within Group Services mainly comprise Galenica's central operations, which include Group Management and centralised Corporate functions such as Accounting, Controlling, Tax, Treasury, Corporate Finance, Investor Relations, Insurance, Indirect procurement, Human Resources, Legal & Board Services, Communications and Transformation.

Corporate charges management fees to the group companies for the organisational and financial management services that it provides.


Eliminations

Operating activities involve the sale of goods and services between the operating segments. 

Sale of goods and services between the operating segments and resulting unrealised gains are eliminated in the Eliminations column. In addition, Eliminations include adjustments recorded on Group level which mainly consist of costs for IAS 19 from defined benefit plans and long-service awards.

Segment assets and liabilities include loans and current accounts held with respect to other segments. These positions are eliminated in the Eliminations column.

Operating segment information 2021

Operating segment information 2021

in thousand CHF

Products & Care

Logistics & IT

Group Services

Eliminations

Galenica Group

Net sales

1,908,130

2,831,358

31,844

–936,652

3,834,679

Intersegmental net sales

–76,323

–829,775

–30,554

936,652

Net sales to third parties

1,831,807

2,001,582

1,290

3,834,679

Other income

6,158

16,939

673

–2,689

21,082

Share of profit from associates and joint ventures

7,092

17

–343

6,765

Earnings before interest, taxes, depreciation and amortisation (EBITDA)

225,106

90,959

–1,504

-8,724 1)

305,838

Depreciation and amortisation

–68,164

–30,470

–95

299

–98,430

Earnings before interest and taxes (EBIT)

156,943

60,489

–1,600

-8,425 1)

207,408

Interest income

 

 

 

 

738

Interest expense

 

 

 

 

–5,018

Other net financial result

 

 

 

 

–95

Earnings before taxes (EBT)

 

 

 

 

203,033

Income taxes

 

 

 

 

–34,850

Net profit

 

 

 

 

168,183

 

 

 

 

 

 

Assets

1,687,865

864,050

404,017

-389,994 2)

2,565,938

Investments in associates and joint ventures

31,015

66

–385

30,696

Liabilities

585,594

515,479

641,402

-410,215 3)

1,332,261

 

 

 

 

 

 

Investments in property, plant and equipment

19,205

23,022

116

–155

42,189 4)

Investments in intangible assets

4,267

13,989

–7

18,250 5)

 

 

 

 

 

 

Employees as at 31 December (FTE)

3,927

1,395

211

5,533

1) Including the effects of IAS 19 from defined benefit plans and long-service awards of CHF -7.6 million

2) Of which elimination of intercompany positions of CHF -441.1 million and other unallocated amounts of CHF 51.1 million

3) Of which elimination of intercompany positions of CHF -441.1 million and other unallocated amounts of CHF 30.9 million

4) Of which non-cash investments of CHF 0.9 million

5) Of which non-cash investments of CHF 0.8 million

Geographic information 2021

in thousand CHF

Switzerland

Other countries

Galenica Group

Net sales to third parties

3,804,076

30,603

3,834,679

Non-current assets 1)

1,511,458

85

1,511,543

1) Without employee benefit assets, financial assets and deferred tax assets

The CEO of Galenica acting as CODM allocates resources and monitors performance of the Group's operating segments Products & Care and Logistics & IT on the basis of information prepared in accordance with IFRS with exception of defined benefit plans and long-service awards, which are recognised at Group level.

In the operating segment Products & Care with its large network of pharmacies the accounting for leases is of particular importance. The Group continues to prepare information as if its leases were accounted for as operating leases (e.g. in line with Galenica's accounting policies prior to the adoption of IFRS 16). Those figures are relevant for management incentive and remuneration plans. However, Galenica has determined that the figures including the effects of IFRS 16 are used by the CODM for monitoring and resource allocation decisions and therefore presents its segment reporting as above.

Operating segment information 2020

The operating segment information 2020 has been restated to the changed organisational and management structure and the internal financial reporting to the CODM.

Operating segment information 2020 (restated)

in thousand CHF

Products & Care 7)

Logistics & IT 7)

Group Services

Eliminations

Galenica Group

Net sales

1,683,136

2,625,117

17,581

–846,081

3,479,753

Intersegmental net sales

–67,219

–762,571

–16,291

846,081

Net sales to third parties

1,615,917

1,862,546

1,290

3,479,753

Other income

6,646

8,365

856

–815

15,053

Share of profit from associates and joint ventures

3,135

1,350

4,486

Earnings before interest, taxes, depreciation and amortisation (EBITDA)

198,216

69,304

–221

42,184 1)

309,484

Depreciation and amortisation

-72,289 2)

–24,111

–34

277

–96,157

Earnings before interest and taxes (EBIT)

125,927

45,193

–255

42,461 1)

213,327

Interest income

 

 

 

 

764

Interest expense

 

 

 

 

–5,237

Other net financial result

 

 

 

 

–261

Earnings before taxes (EBT)

 

 

 

 

208,593

Income taxes

 

 

 

 

–35,875

Net profit

 

 

 

 

172,718

 

 

 

 

 

 

Assets

1,617,936

836,658

963,767

-1,159,423 3)

2,258,938

Investments in associates and joint ventures

26,471

49

–3,571

22,949

Liabilities

1,115,060

556,834

629,531

-1,095,842 4)

1,205,583

 

 

 

 

 

 

Investments in property, plant and equipment

19,418

17,372

–306

36,484 5)

Investments in intangible assets

6,617

14,034

–157

20,495 6)

 

 

 

 

 

 

Employees as at 31 December (FTE)

4,069

1,433

36

5,538

1) Including the effects of IAS 19 from defined benefit plans and long-service awards of CHF 43.0 million

2) Including net impairment on right-of-use assets of CHF –2.7 million (refer to note 15)

3) Of which elimination of intercompany positions of CHF -1,150.6 million and other unallocated amounts of CHF -8.8 million

4) Of which elimination of intercompany positions of CHF -1,150.6 million and other unallocated amounts of CHF 54.8 million

5) Of which non-cash investments of CHF 0.6 million

6) Of which non-cash investments of CHF 2.0 million

7) The organisational and management structure has changed as at 1 January 2021. As a result, Medifilm Ltd. moved from the operating segment Logistics & IT (formerly Services) to the operating segment Products & Care. Net sales for the year 2020 has been restated.

Geographic information 2020

in thousand CHF

Switzerland

Other countries

Galenica Group

Net sales to third parties

3,452,571

27,182

3,479,753

Non-current assets 1)

1,417,505

46

1,417,551

1) Without financial assets and deferred tax assets


4. Business combinations

4. Business combinations

Business combinations 2021

Acquisition of pharmacies. Galenica acquired 100% of the interests in pharmacies in various locations in Switzerland. Upon acquisition, the pharmacies were merged with Galenicare Ltd.

The purchase consideration amounted to CHF 10.2 million and was fully settled in cash. The fair value of the net identifiable assets amounts to CHF 0.6 million at the acquisition date. The goodwill of CHF 9.6 million was allocated to the operating segment Products & Care and corresponds to the added value of the pharmacies based on their locations. Transaction costs were insignificant.

Acquisition of the pharma business of Dr. Wild & Co. AG. On 27 May 2021, Galenica acquired the range of pharmaceutical products of the Swiss company Dr. Wild & Co. AG, including the well-known brands Vitamin D3 Wild Oil® and VI–DE 3®. In addition, the experienced physician field service of Dr. Wild & Co. AG was transferred to Verfora.

The purchase consideration amounted to CHF 34.6 million and was fully settled in cash. The fair value of the net identifiable assets amounted to CHF 26.7 million at the acquisition date. The goodwill of CHF 7.9 million was allocated to the operating segment Products & Care and corresponds to the added value based on the acquirer-specific synergies expected to arise from the acquisition in strengthening its leading position in the Swiss consumer healthcare (CHC) market and the know-how of the employees gained. Acquired intangible assets include trademarks with an indefinite useful life of CHF 22.8 million. Transaction costs were insignificant.

Acquisition of Lifestage Solutions Ltd. On 26 July 2021, Galenica acquired 100% of the shares in the Swiss company Lifestage Solutions Ltd. Lifestage Solutions develops and operates a fully integrated digital trading platform for home care organisations and nursing homes, which simplifies daily workflows for its customers using digitalisation and state-of-the-art technology.

The purchase consideration amounted to CHF 49.3 million, of which CHF 24.8 million was settled in cash and CHF 0.5 million was offset against loans. The contingent consideration in the amount of CHF 24.0 million is due in 2025 if certain sales targets are achieved. The fair value of the net identifiable assets amounted to CHF 3.9 million at the acquisition date. The goodwill of CHF 45.4 million was allocated to the operating segment Products & Care and corresponds to the added value based on the acquirer-specific synergies expected to arise from the acquisition in strengthening its position as a leading integrated healthcare service provider in the growth markets of home care and nursing homes in Switzerland and the know-how of the employees gained. The disclosed amounts were determined provisionally. Transaction costs were insignificant.

Acquisition of Spagyros Ltd. On 31 August 2021, Galenica acquired the remaining 92.1% shares of the Swiss company Spagyros Ltd. The remeasuring gain to fair value of the existing 7.9% amounted to CHF 0.2 million and was recorded in the financial income. The main activity of Spagyros is the production and marketing of homoeopathy, spagyric, gemmo- and phytotherapeutic medicines.

The purchase consideration amounted to CHF 6.4 million, of which CHF 2.0 million was settled in cash and CHF 4.3 million was offset against loans. The fair value of the pre-existing investment of 7.9% amounted to CHF 0.2 million. The fair value of the net identifiable assets amounted to CHF 4.8 million at the acquisition date. The goodwill of CHF 1.6 million was allocated to the operating segment Products & Care and corresponds to the added value based on the acquirer-specific synergies expected to arise from the acquisition in strengthening Verfora's leading position in the Swiss consumer healthcare (CHC) market and the know-how of the employees gained. Galenica will also be able to strengthen pharmacies and drugstores with the addition of a range of products in the growing area of complementary medicine. Acquired intangible assets include trademarks with an indefinite useful life of CHF 2.9 million. The disclosed amounts were determined provisionally. Transaction costs were insignificant.

Pro forma figures for acquisitions made in 2021 for the full 2021 financial year

Since their inclusion in Galenica's scope of consolidation, the businesses acquired contributed net sales of CHF 20.8 million and an operating result (EBIT) of CHF 3.0 million to the Group's results. If these acquisitions had occurred on 1 January 2021, they would have contributed additional net sales of CHF 23.6 million and increased EBIT by CHF 1.3 million.

Business combinations

in thousand CHF

Pharma business of Dr. Wild

Lifestage Solutions

Spagyros

Pharmacies

2021 Total

2020 Total

Cash and cash equivalents

559

89

1,498

2,146

12,516

Trade receivables

1,199

384

1,002

2,584

9,119

Inventories

2,141

1,159

2,594

999

6,893

7,157

Property, plant and equipment

153

2,386

2,024

4,563

1,493

Right-of-use assets

374

2,391

3,257

6,021

10,325

Intangible assets

24,634

3,632

2,872

31,138

21,255

Other current and non-current assets

96

87

439

622

2,923

Trade payables

–781

–297

–560

–1,638

–5,331

Financial liabilities

–56

–1,757

–5,193

–7,005

–1,041

Lease liabilities

–374

–2,391

–3,257

–6,021

–10,325

Net deferred tax assets/(liabilities)

12

–193

–371

841

289

–3,043

Employee benefit liabilities

–66

–1,107

–1,107

–2,279

Other current and non-current liabilities

–813

–60

–473

–1,346

–7,806

Fair value of net assets

26,721

3,849

4,821

577

35,968

37,242

Goodwill

7,929

45,404

1,585

9,607

64,525

36,143

Purchase consideration

34,650

49,253

6,406

10,183

100,493

73,386

Cash acquired

–559

–89

–1,498

–2,146

–12,516

Fair value of pre-existing relationships

–170

–170

Offset against loans / trade receivables

–501

–4,251

–4,752

–2,500

Contingent consideration

–24,000

–24,000

Net cash flow from current business combinations

34,650

24,193

1,895

8,685

69,424

58,369

Payment of consideration due to previous business combinations

 

 

 

 

70

Net cash flow from business combinations

 

 

 

 

69,494

58,369

Business combinations 2020

Acquisition of pharmacies. Galenica acquired 100% of the interests in pharmacies in various locations in Switzerland. Upon acquisition, the pharmacies were merged with Galenicare Ltd.

The purchase consideration amounted to CHF 42.6 million, of which CHF 40.1 million was settled in cash and CHF 2.5 million was offset against trade receivables. The fair value of the net identifiable assets amounted to CHF 13.5 million at the acquisition date. The goodwill of CHF 29.1 million was allocated to the operating segments Products & Care and corresponded to the added value of the pharmacies based on their locations. Transaction costs were insignificant.

Acquisition of Hedoga AG. On 1 July 2020, Galenica acquired 100% of the shares in the Swiss company Hedoga AG. Hedoga AG is the parent company of the Hedoga Group with its two operating companies Iromedica AG (Swiss based) and Dr. A.&L.Schmidgall GmbH & Co KG (Austria based). The main activity of the Hedoga Group is to market over-the-counter (OTC) medicines, medical devices, food supplements and cosmetics.

The purchase consideration amounted to EUR 28.7 million (CHF 30.7 million) and was fully settled in cash. The fair value of the net identifiable assets amounted to CHF 23.7 million at the acquisition date. The goodwill of CHF 7.0 million was allocated to the operating segment Products & Care and corresponds to the added value based on the acquirer-specific synergies expected to arise from the acquisition in strengthening its leading position in the Swiss consumer healthcare (CHC) market and the know-how of the employees gained. The acquisition also strengthens Verfora's export business in selected markets, particularly in Europe. Acquired intangible assets included trademarks with an indefinite useful life of CHF 20.5 million. Transaction costs of CHF 0.5 million were recognised in other operating costs.

Accounting principles business combinations

Business combinations are accounted for using the acquisition method. Consideration transferred comprises payments in cash as well as the fair value of the assets transferred, the obligations entered into or assumed and the equity instruments transferred. Transaction costs are recognised directly in profit or loss.

Goodwill is recognised at cost at the acquisition date and corresponds to the difference between the consideration transferred and the fair value of assets, liabilities and contingent liabilities identified in the purchase price allocation. Goodwill is capitalised and included in intangible assets, while negative goodwill is recognised immediately in profit or loss. After initial recognition goodwill is recognised at cost less any accumulated impairment.

Contingent consideration is measured at fair value at the acquisition date and not remeasured subsequently for equity instruments. If the contingent consideration qualifies as a financial instrument, it is remeasured to fair value and any difference is recognised in other operating income or other operating costs.

The difference arising from the acquisition of additional non-controlling interests in fully consolidated companies (purchase consideration less proportionate carrying amount of non-controlling interests) is considered to be an equity transaction and is thus taken directly to retained earnings in shareholders' equity. Gains and losses resulting from the disposal of interests in consolidated companies without loss of control are also recognised in retained earnings.

If a cash-generating unit (CGU) or group of CGUs is sold, goodwill is taken into account when calculating the profit or loss on disposal. The profit or loss on deconsolidation is recognised in operating income or other operating costs.


5. Net sales

5. Net sales

Net sales 2021

Based on the changed organisational and management structure of Galenica valid as at 1 January 2021, the internal reporting and disaggregation of net sales has been adjusted accordingly. Net sales information for the previous period has been restated to conform to the new presentation

Net sales 2021

in thousand CHF

Sale of goods

Sale of services

Total net sales

Intersegmental net sales

Total net sales to third parties

of which sale of goods to third parties

of which sale of services to third parties

Local Pharmacies

1,185,084

76,437

1,261,521

–45

1,261,476

1,185,039

76,437

Pharmacies at Home

450,444

8,400

458,844

–503

458,341

449,941

8,400

Retail (B2C) 1)

1,635,149

84,837

1,719,987

–170

1,719,816

1,634,979

84,837

Products & Brands

129,401

2,179

131,581

–61,880

69,701

67,522

2,179

Services for Professionals

49,083

13,308

62,392

–20,102

42,290

38,739

3,551

Professionals (B2B) 1)

178,513

15,459

193,972

–81,982

111,990

106,261

5,729

Products & Care 1)

1,810,182

97,948

1,908,130

–76,323

1,831,807

1,741,240

90,567

Wholesale

2,703,030

25,407

2,728,437

–793,742

1,934,695

1,927,201

7,494

Logistics & IT Services

1,485

110,380

111,865

–44,978

66,887

525

66,362

Logistics & IT 1)

2,704,490

126,867

2,831,358

–829,775

2,001,582

1,927,726

73,857

Group Services

31,844

31,844

–30,554

1,290

1,290

Eliminations 2)

–845,707

–90,946

–936,652

936,652

Galenica Group

3,668,966

165,713

3,834,679

3,834,679

3,668,966

165,713

1) Including eliminations of intercompany net sales

2) Eliminations of intersegmental net sales

Net sales 2020

Net sales 2020 (restated)

in thousand CHF

Sale of goods

Sale of services

Total net sales

Intersegmental net sales

Total net sales to third parties

of which sale of goods to third parties

of which sale of services to third parties

Local Pharmacies

1,103,326

59,185

1,162,511

–49

1,162,462

1,103,277

59,185

Pharmacies at Home

347,514

7,703

355,217

–314

354,903

347,200

7,703

Retail (B2C) 1)

1,450,629

66,888

1,517,517

–152

1,517,365

1,450,476

66,888

Products & Brands

110,335

1,400

111,735

–54,384

57,351

55,951

1,400

Services for Professionals

46,788

14,761

61,549

–20,348

41,202

36,838

4,364

Professionals (B2B) 1)

157,152

16,132

173,284

–74,732

98,552

92,789

5,763

Products & Care 1)

1,603,079

80,058

1,683,136

–67,219

1,615,917

1,543,265

72,651

Wholesale

2,500,300

29,938

2,530,238

–732,687

1,797,551

1,788,084

9,467

Logistics & IT Services

2,015

96,365

98,380

–33,385

64,995

305

64,691

Logistics & IT 1)

2,502,244

122,874

2,625,117

–762,571

1,862,546

1,788,389

74,158

Group Services

17,581

17,581

–16,291

1,290

1,290

Eliminations 2)

–773,668

–72,413

–846,081

846,081

Galenica Group

3,331,654

148,099

3,479,753

3,479,753

3,331,654

148,099

1) Including eliminations of intercompany net sales

2) Eliminations of intersegmental net sales

Accounting principles net sales

Net sales represent revenue from contracts with customers from the sale of goods or rendering of services. Revenue is recognised in the amount that reflects the consideration to which Galenica expects to be entitled when the promised goods or services are transferred to customers. Revenue is stated net of any price, volume, cash or other types of discounts (e.g. slotting fees that do not represent a distinct performance obligation) and exclusive of VAT.

Where invoices are issued, payment terms in Switzerland usually range between 10 and 30 days, for both goods and services.

Sale of goods

Revenue from sale of goods is recognised at the point in time the Group satisfies a performance obligation by transferring control over the products to its customers. For retail pharmacy sales, this is when the customer takes possession of the products at the point-of-sale and for wholesale transactions control transfers upon shipment of the products to the customer.

Galenica has determined that its customer loyalty programs represent separate performance obligations to which revenue is allocated based on relative stand-alone selling prices, which considers historical redemption patterns. Revenue is deferred and recognised when the award credits are redeemed, which is typically 2 to 4 months after the sale of the initial products. At the end of each period, unredeemed credits are reflected as contract liabilities and included in trade and other payables in the consolidated statement of financial position.

Refund liabilities from contracts with customers are estimated based on actual sales volumes for the financial year and refund percentages as agreed with customers. These liabilities are usually settled in the subsequent financial year. ­Revenue from gift cards purchased by customers is deferred as contract liabilities until goods or services are transferred, which is typically within 12 months after the sale of the gift card. Any amounts not expected to be redeemed are recognised based on historical redemption patterns.

Customer returns are not material.

Sale of services

Revenue from services includes logistics services, the processing and sale of information and IT services as well as other contractually agreed services. The performance obligations are either satisfied over time or at a point in time (i.e. when volumes are handled) depending on the type of services rendered. Revenue is recognised using a pattern of transfer that depicts Galenica's performance.


6. Other income

6. Other income

Other income

in thousand CHF

2021

2020

Income from own work capitalised

6,726

5,084

Rental income from operating leases

1,818

2,289

Gain on disposal of property, plant and equipment

9,406

357

Other operating income

3,131

7,322

Other income

21,082

15,053

In 2021, Galenica sold the property at its headquarters to a real estate fund for the selling price of CHF 40.0 million. This results in a gain on disposal of property, plant and equipment of CHF 8.9 million.


7. Personnel costs

7. Personnel costs

Personnel costs

in thousand CHF

2021

2020

Salaries and wages

423,315

400,770

Social security costs and pension expenses

64,648

13,299

Other personnel costs

30,896

28,841

Personnel costs

518,859

442,910

 

 

 

Average number of employees (FTE)

5,488

5,468

Personnel costs contain expenses for defined benefit plans of CHF 31.1 million (previous year: income of CHF 17.2 million). In 2020, the adjustment of the pension fund regulations led to a past service gain of CHF 48.3 million which resulted in a significant decrease of pension expenses (refer to note 23). Salaries and wages includes expenses for share-based payments of CHF 6.7 million (previous year: CHF 4.7 million) (refer to note 28).


8. Other operating costs

8. Other operating costs

Other operating costs

in thousand CHF

2021

2020

Maintenance and repairs

21,015

18,615

Operating and production costs

58,024

53,786

Rental and other lease expenses 1)

9,009

9,253

Administration costs

43,350

36,502

Marketing and sales costs

31,443

27,772

Non-income taxes

1,379

1,733

Loss on disposal of property, plant and equipment

19

144

Other operating costs

164,240

147,804

1) Of which other lease expenses (incidental expenses) of CHF 4.0 million (previous year: CHF 4.2 million)

Research and development

During the reporting period, expenses for research and development totalling CHF 15.2 million were recognised directly in other operating costs (previous year: CHF 15.7 million).


9. Financial result

9. Financial result

Financial result

in thousand CHF

2021

2020

Interest income

738

764

Other financial income

533

25

Net gain on foreign exchange

30

Financial income

1,301

789

 

 

 

Interest expense

2,701

2,867

Net interest expense from employee benefit plans

18

49

Interest expense on lease liabilities

2,298

2,321

Other financial costs

659

65

Net loss on foreign exchange

221

Financial expenses

5,677

5,523

 

 

 

Net financial expenses

4,375

4,734


10. Earnings per share

10. Earnings per share

When calculating diluted earnings per share, the weighted average number of outstanding shares during the reporting period is adjusted assuming conversion of all potentially dilutive effects.

Number of outstanding shares

 

2021

2020

Total number of shares

50,000,000

50,000,000

Average number of treasury shares

–430,309

–572,925

Average number of outstanding shares

49,569,691

49,427,075

Effect from share-based payments

61,834

57,832

Theoretical average number of outstanding shares (diluted)

49,631,525

49,484,907

Earnings per share

 

2021

2020

Net profit – attributable to shareholders of Galenica Ltd. (in thousand CHF)

167,680

172,245

Earnings per share (in CHF)

3.38

3.48

Diluted earnings per share (in CHF)

3.38

3.48


11. Income taxes

11. Income taxes

Income taxes

in thousand CHF

2021

2020

Current income taxes

36,138

20,940

Income taxes of prior periods

–547

–203

Deferred income taxes

–740

15,137

Income taxes

34,850

35,875

Tax reconciliation

in thousand CHF

2021

2020

Earnings before taxes (EBT)

203,033

208,593

Weighted income tax rate in % of EBT

17.3%

17.6%

Expected income taxes

35,048

36,782

Effects of changes in tax rates

70

–880

Effects of unrecognised losses in the current year

28

262

Realisation of unrecognised tax losses of prior periods

–361

Items from prior periods and other items

64

–289

Effective income taxes

34,850

35,875

Effective income tax rate in % of EBT

17.2%

17.2%

The weighted income tax rate reflects the weighted average of the tax rates across the Swiss cantons in which Galenica is active. The composition of Galenica's taxable income and changes in local tax rates cause the tax rate to vary from year to year.

Deferred taxes

 

 

 

2021

 

 

2020

in thousand CHF

Deferred tax assets

Deferred tax liabilities

Net carrying amount

Deferred tax assets

Deferred tax liabilities

Net carrying amount

Current assets

2,776

–22,788

–20,012

2,521

–22,343

–19,822

Property, plant and equipment

54

–3,344

–3,290

20

–5,680

–5,660

Right-of-use assets

–37,037

–37,037

–36,096

–36,096

Intangible assets

7,383

–19,831

–12,448

9,796

–17,681

–7,885

Investments

–7,201

–7,201

–10,162

–10,162

Financial assets

19

–5,387

–5,368

–7,411

–7,411

Lease liabilities

38,354

38,354

37,390

37,390

Provisions

78

–1,316

–1,238

235

–1,379

–1,144

Employee benefit plans

4,674

–12,060

–7,386

10,334

10,334

Other temporary differences

370

–1,017

–647

164

–1,149

–986

Shareholders' equity

814

814

531

531

Deferred taxes due to temporary differences

54,522

–109,981

–55,460

60,992

–101,902

–40,910

Tax loss carryforwards

3,495

3,495

Gross deferred taxes

54,522

–109,981

–55,460

64,487

–101,902

–37,415

Netting of assets and liabilities

–49,774

49,774

 

–53,635

53,635

 

Net deferred taxes

4,747

–60,207

 

10,852

–48,267

 

Analysis of net deferred taxes

in thousand CHF

2021

2020

1 January

–37,415

–26,943

Recognised as income taxes in profit or loss

– Change in temporary differences

5,080

–7,926

– Fiscal realisation of recognised tax loss carryforwards

–4,269

–8,614

– Tax loss carryforwards taken into account for the first time

550

– Tax loss carryforwards no longer taken into account

–27

– Effects of changes in tax rates

–70

880

Recognised in other comprehensive income

–19,261

7,710

Recognised in shareholders' equity (related to share-based payments)

188

–4

Addition to scope of consolidation

289

–3,043

Translation differences

–1

1

31 December

–55,460

–37,415

Temporary differences on which no deferred taxes have been recognised

in thousand CHF

2021

2020

Investments in subsidiaries

145,257

434,946

The decrease of temporary differences in 2021 is mainly due to a merger of group companies

Tax loss carryforwards and tax credits

 

 

2021

 

2020

in thousand CHF

Tax loss carryforwards / tax credits

Tax effect

Tax loss carryforwards / tax credits

Tax effect

Tax loss carryforwards and tax credits

9,779

2,175

23,542

4,013

– of which capitalised as deferred tax assets

–1,372

–290

– of which netted with deferred tax liabilities

–19,012

–3,205

Unrecognised tax loss carryforwards and tax credits

9,779

2,175

3,157

518

Of which expire:

 

 

 

 

– within 1 year

2

1

– in 2 to 5 years

2,012

397

18

7

– in more than 5 years

7,767

1,777

3,137

510

Accounting principles income taxes

The expected current income tax charge is calculated and accrued on the basis of taxable profit for the current year and is recognised in profit or loss unless the underlying transaction is recognised outside profit or loss.

Deferred taxes are taxes on temporary differences between the value of assets and liabilities in the tax accounts and the carrying amounts included in Galenica's consolidated financial statements. Deferred taxes are calculated using the liability method on the basis of enacted or substantively enacted tax rates expected to apply when the asset is realised or the liability is settled. Tax effects from losses carried forward and other deductible temporary differences are only capitalised when it is probable that they will be realised in the future. Changes in deferred tax assets and deferred tax liabilities are recognised in profit or loss except for deferred taxes on transactions that are recognised directly in comprehensive income or equity.

Deferred tax liabilities are recorded for all taxable temporary differences associated with investments in subsidiaries, except Galenica is able to control the timing of the distribution and no dividend distribution is planned or likely to occur in the foreseeable future.

Deferred tax assets, including tax loss carryforwards and expected tax credits, are only taken into account if it is probable that future profits will be available against which the underlying assets can be applied for tax purposes.


12. Inventories

12. Inventories

Inventories

in thousand CHF

2021

2020

Gross carrying amount as at 1 January

324,743

294,029

Addition to scope of consolidation

6,893

7,157

Change in inventories

–13,289

23,538

Translation differences

–32

19

Gross carrying amount as at 31 December

318,315

324,743

 

 

 

Allowance as at 1 January

–18,061

–16,225

Addition

–8,386

–2,252

Use

3,194

418

Translation differences

9

–2

Allowance as at 31 December

–23,245

–18,061

 

 

 

Net carrying amount as at 31 December

295,070

306,682

Accounting principles inventories

Inventories contains purchased merchandise carried at the lower of cost or net realisable value. The weighted average method is primarily used to determine cost.

Inventory allowances are recognised on inventories for slow moving items and excess stock.

Cost of goods mainly include costs of goods and merchandise from the operating segments Products & Care and Logistics & IT. Price discounts, rebates or supplier discounts and other payments received from suppliers that are not payment for distinct goods or services provided by Galenica and thus on the purchase of goods are directly deducted from cost of goods.


13. Trade and other receivables
Consolidated financial statements 2021 of the Galenica Group

13. Trade and other receivables

Trade and other receivables

in thousand CHF

2021

2020

Trade receivables

447,588

397,252

Bad debt allowances

–8,609

–7,983

Other receivables

22,129

17,091

Trade and other receivables

461,108

406,360

Change in bad debt allowances for trade receivables

in thousand CHF

2021

2020

1 January

–7,983

–8,595

Addition

–1,533

–1,112

Use

243

1,176

Reversal

656

553

Translation differences

8

–4

31 December

–8,609

–7,983

Maturity profile of trade receivables

 

 

 

2021

 

 

2020

in thousand CHF

Gross trade receivables

Bad debt allowances

Net trade receivables

Gross trade receivables

Bad debt allowances

Net trade receivables

Not past due

398,993

–3,598

395,395

354,886

–2,718

352,168

Past due:

 

 

 

 

 

 

– 1 to 30 days

28,972

–722

28,249

25,522

–617

24,905

– 31 to 60 days

7,430

–416

7,014

6,104

–193

5,911

– 61 to 90 days

3,794

–346

3,449

3,883

–616

3,267

– more than 90 days

8,399

–3,527

4,872

6,856

–3,838

3,018

Total

447,588

–8,609

438,979

397,252

–7,983

389,269

Accounting principles trade and other receivables

Trade receivables are initially measured at the transaction price determined in accordance with IFRS 15. Other receivables are carried at original invoice value. Allowances for uncollectable amounts are estimated based on expected credit losses, using life-time expected credit losses for trade receivables (simplified approach). These bad debt allowances are based on historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment for individual allowances or for groups with comparable credit risk profiles.

Any impairment losses are recognised in profit or loss in other operating costs.


14. Property, plant and equipment
Consolidated financial statements 2021 of the Galenica Group

14. Property, plant and equipment

Property, plant and equipment

in thousand CHF

Real estate

Assets under construction

Other property, plant and equipment

Total property, plant and equipment

Net carrying amount as at 31.12.2019

172,509

13,574

81,475

267,558

Addition

9,921

8,270

18,293

36,484

Disposal

–326

–326

Reclassification

617

–1,633

1,021

4

Depreciation

–15,511

–21,647

–37,158

Addition to scope of consolidation

446

1,046

1,493

Net carrying amount as at 31.12.2020

167,982

20,211

79,862

268,055

Addition

10,424

10,781

20,984

42,189

Disposal

-29,621 1)

–764

–30,385

Reclassification

7,488

–9,528

2,110

70

Depreciation

–17,468

–21,791

–39,259

Addition to scope of consolidation

4,073

491

4,563

Net carrying amount as at 31.12.2021

142,878

21,464

80,891

245,233

 

 

 

 

 

Overview as of 31.12.2020

 

 

 

 

Cost

334,329

20,211

276,168

630,708

Accumulated depreciation and impairment

–166,347

–196,306

–362,653

Net carrying amount as at 31.12.2020

167,982

20,211

79,862

268,055

 

 

 

 

 

Overview as of 31.12.2021

 

 

 

 

Cost

298,770

21,464

277,534

597,769

Accumulated depreciation and impairment

–155,893

–196,643

–352,535

Net carrying amount as at 31.12.2021

142,878

21,464

80,891

245,233

1) Including CHF 28.8 million from the sale of the headquarters building

Accounting principles property, plant and equipment

Property, plant and equipment are measured at cost less accumulated depreciation and impairment. Depreciation is charged on a straight-line basis over the assets' useful lives as follows:

 

Years

Land

unlimited

Buildings

10 – 50

Warehouse equipment

5 – 15

Furniture, fittings

5 – 10

IT equipment

3 – 10

Vehicles

3 – 10

Other property, plant and equipment consists of warehouse equipment, furniture, fittings, IT equipment and vehicles.

Subsequent expenditure is only capitalised if it results in extending the useful life, expanding capacity or contributing to a marked reduction in operating costs. Maintenance or repair costs are recognised directly in profit or loss.

When items of property, plant and equipment are sold or derecognised, gains are recognised in other income and losses in other operating costs.

Assets are tested for impairment whenever there are indications that they could be impaired. Any impairment is ­recognised in profit or loss under depreciation and amortisation and disclosed separately as an impairment. Reversal of impairments on property, plant and equipment and investment properties are recognised immediately in profit or loss.


15. Leases

15. Leases

Right-of-use assets

in thousand CHF

Real estate

Vehicles

Total right-of-use assets

Net carrying amount as at 1.1.2020

224,573

361

224,934

Addition

13,751

21

13,772

Reassessment of existing lease contracts

12,397

3

12,400

Depreciation

–48,186

–184

–48,370

Impairment

–2,822

–2,822

Reversal of impairment

86

86

Addition to scope of consolidation

10,276

49

10,325

Net carrying amount as at 31.12.2020

210,074

251

210,325

Addition

27,954

83

28,037

Reassessment of existing lease contracts

20,341

20,341

Depreciation

–49,012

–190

–49,202

Impairment

–22

–22

Addition to scope of consolidation

5,904

117

6,021

Translation differences

–4

–4

Net carrying amount as at 31.12.2021

215,239

257

215,496

Lease liabilities

in thousand CHF

2021

2020

Net carrying amount as at 1 January

218,001

230,568

Addition

28,630

13,772

Reassessment of existing lease contracts

20,341

12,400

Interest expense on lease liabilities

2,298

2,321

Repayment of lease liabilities (including interest)

–52,237

–51,386

Addition to scope of consolidation

6,021

10,325

Translation differences

–4

Net carrying amount as at 31 December

223,051

218,001

– of which current lease liabilities

49,717

47,209

– of which non-current lease liabilities

173,334

170,792

Leases recognised in profit or loss

in thousand CHF

2021

2020

Rental income from operating leases (included in other income)

1,818

2,289

Short-term lease expense (included in other operating costs)

–1,325

–1,460

Low-value lease expense (included in other operating costs)

–36

–19

Variable lease expense (included in other operating costs)

–3,685

–3,590

Depreciation of right-of-use assets

–49,202

–48,370

Impairment of right-of-use assets

–22

–2,822

Reversal of impairment of right-of-use assets

86

Interest expense on lease liabilities

–2,298

–2,321

For one of the leased real estate Galenica acts also as lessor. The related amount is insignificant.

The total cash outflow for leases including short-term leases, leases of low-value-assets and variable lease expenses was CHF 57.3 million (previous year: CHF 56.5 million).

Maturity profile of undiscounted lease liabilities

in thousand CHF

2021

2020

Up to 3 months

13,279

13,009

In 3 to 12 months

38,441

36,261

In 2 years

45,327

42,951

In 3 years

36,024

35,974

In 4 to 5 years

49,171

49,108

In 6 to 10 years

43,103

41,843

In more than 10 years

5,782

7,171

Total future cash flows from undiscounted lease liabilities

231,127

226,317

Possible future cash outflows related to extension options in an amount of CHF 163.2 million (previous year: CHF 124.9 million) are not included in lease liabilities because it is not reasonably certain that these options would be exercised.

The cash outflows for variable lease expenses in 2022 is expected to be similar to the amount recognised in 2021.

Galenica has entered into various lease contracts that have not yet commenced as at 31 December 2021. The future lease payments for these non-cancellable lease contracts amount to CHF 39.6 million (previous year: CHF 16.5 million). This amount includes CHF 27.4 million (previous year: none) for the long-term lease contract of the headquarters beginning in 2027.

Accounting principles leases

A lease is a contract in which the right to use an asset (the underlying asset) is granted for an agreed-upon period in return for consideration. Galenica has lease contracts for vehicles and a large number of contracts for real estate, mainly store locations, which include fixed rental payments and variable sales-based components. The significant majority of these lease contracts concerns locations of the pharmacies in the operating segment Products & Care.

Galenica determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain at inception of the contract to be exercised. Galenica has the option, under some of its leases, to lease the assets for additional terms of several (three, five or more) years. Galenica applies judgement in evaluating whether it is reasonably certain to exercise the option to renew. In doing so, Galenica considers all relevant factors including economic incentives. Galenica reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise, or not to exercise, the option to renew (e.g. a change in business strategy of the underlying asset).

At the commencement date right-of-use assets are capitalised at a value equivalent to the lease liability, plus initial direct costs and lease payments made before the commencement date, less any lease incentives received.

Galenica uses the recognition exemptions for lease contracts that have a lease term of 12 months or less and do not contain a purchase option (short-term leases), and lease contracts for which the underlying asset is of low value (low-value assets).

The lease liability represents the net present value of fixed or in substance fixed lease payments over the lease term. Lease liabilities are discounted using the incremental borrowing rate if the rate implicit in the lease is not readily determinable. Non-lease components are not included in the lease liabilities and are accounted for in accordance with applicable standards. The interest charge is presented as interest expense on lease liabilities.

Right-of-use assets are depreciated over the shorter of the useful life of the right-of-use asset or the lease term.

Right-of-use assets are tested for impairment whenever there are indications that they could be impaired. Any impairment is recognised in profit or loss under depreciation and amortisation and disclosed separately as an impairment. Reversal of impairments on right-of-use assets are recognised immediately in profit or loss.


16. Intangible assets

16. Intangible assets

Intangible assets

in thousand CHF

Intangible assets with finite useful lives 1)

Trademarks with indefinite useful lives

Software

Goodwill

Total intangible assets

Net carrying amount as at 31.12.2019

4,656

36,528

49,597

755,445

846,226

Addition

1,512

18,982

20,495

Reclassification

–4

–4

Amortisation

–1,189

–6,703

–7,893

Addition to scope of consolidation

761

20,495

36,143

57,399

Net carrying amount as at 31.12.2020

5,739

57,022

61,872

791,588

916,222

Addition

151

18,098

18,250

Reclassification

–9

–61

–70

Amortisation

–1,653

–8,293

–9,946

Addition to scope of consolidation

3,440

25,698

2,000

64,525

95,663

Net carrying amount as at 31.12.2021

7,668

82,720

73,616

856,113

1,020,118

 

 

 

 

 

 

Overview as of 31.12.2020

 

 

 

 

 

Cost

14,463

57,022

126,352

791,588

989,426

Accumulated amortisation and impairment

–8,724

–64,480

–73,204

Net carrying amount as at 31.12.2020

5,739

57,022

61,872

791,588

916,222

 

 

 

 

 

 

Overview as of 31.12.2021

 

 

 

 

 

Cost

17,690

82,720

119,000

856,113

1,075,524

Accumulated amortisation and impairment

–10,023

–45,384

–55,407

Net carrying amount as at 31.12.2021

7,668

82,720

73,616

856,113

1,020,118

1) Including trademarks, patents, licences and customer relationships

Trademarks with indefinite useful lives

This position includes trademarks that are well known nationally and internationally and actively advertised. These acquired trademarks are regarded as having indefinite useful lives for the following reasons: they were created many years ago, they do not expire, and the products sold under the trademarks have a history of strong revenue and cash flow performance. Galenica intends and has the ability to support the trademarks to maintain their values for the foreseeable future.

For impairment testing purposes the trademarks have been allocated to the cash-generating units Verfora and Spagyros in the operating segment Products & Care. The recoverable amount (higher of fair value less costs of disposal and value in use) is determined on the basis of future discounted cash flows. Cash flows beyond the three-year planning period are based on the growth rates and discount rates before tax set out below, as approved in medium-term planning by management:

Trademarks with indefinite useful lives

in thousand CHF

2021

2020

Carrying amount

82,720

57,022

Growth rate

1.0%

1.0%

Discount rate

6.2%

6.2%

According to the results of impairment testing for 2021 and 2020 using value in use calculations, no impairment was necessary. Galenica performed a sensitivity analysis taking into account reasonable changes in the assumptions used to calculate the discounted cash flows, such as higher discount rates, lower EBITDA, lower gross margins or lower perpetual growth rates. The sensitivity analysis for 2021 and 2020 did not reveal that a reasonable possible change in assumption would lead to an impairment.

Goodwill

Goodwill

 

 

 

2021

 

 

2020

in thousand CHF

Carrying amount

Growth rate

Discount rate

Carrying amount

Growth rate

Discount rate

Products & Care 1)

767,747

1.0%

6.5%

703,222

1.0%

6.6%

Logistics & IT 1)

88,366

1.0%

6.5%

88,366

1.0%

6.6%

Total

856,113

 

 

791,588

 

 

1) Based on the changed organisational and management structure of Galenica valid as at 1 January 2021, goodwill of CHF 6.2 million has been re-allocated from the operating segment Logistics & IT to the operating segment Products & Care on 1 January 2021. No impairment was recognised as a result of the re-allocation.

According to the results of impairment testing for 2021 and 2020 using value in use calculations, no impairment was necessary. Galenica performed a sensitivity analysis taking into account reasonable changes in the assumptions used to calculate the discounted cash flows, such as higher discount rates, lower EBITDA, lower gross margins or lower perpetual growth rates. The sensitivity analysis for 2021 and 2020 did not reveal that a reasonable possible change in assumption would lead to an impairment.

Accounting principles intangible assets

Intangible assets include acquired trademarks, patents, licences, customer relationships, purchased or internally developed software and other assets without physical substance. These items are measured at cost less accumulated amortisation and impairment. The cost of an intangible asset acquired in a business combination corresponds to its fair value determined at acquisition date.

Expenditure on internally developed software is capitalised when the capitalisation criteria are met and future economic benefits from use or sale of the software are expected. Software that is not yet available for use is tested for impairment annually or more frequently if there are indications of impairment.

Amortisation is charged on a straight-line basis over the estimated economic or legal useful life, whichever is shorter as follows:

 

Years

Trademarks, patents, licences, customer relationships

5 – 20

Software

2 – 15

The amortisation period and the amortisation method are reviewed at least at each financial year-end.

With the exception of trademarks in the business area Products & Brands, all intangible assets are assessed as having a finite useful life. Intangible assets with indefinite useful lives are not amortised but tested for impairment annually or more frequently if there are indications of impairment. Intangible assets with finite useful lives are tested for impairment whenever there are indications that they could be impaired. Any Impairment is recognised in profit or loss in depreciation and amortisation and disclosed separately as an impairment.

Goodwill is allocated to the cash-generating unit (CGU) or group of CGUs that are expected to benefit from a business combination. Management monitors goodwill at operating segment level.

Goodwill is tested for impairment annually, or more frequently if there are indications of impairment. The impairment test is based on the discounted cash flow method. The WACC is used to determine the applicable pre-tax discount rate. The recoverable amount (higher of fair value less costs of disposal and value in use) of each CGU is determined on the basis of the medium-term plans for the next three years approved by management. Cash flows beyond the three-year planning period are extrapolated using a perpetual growth rate. If the recoverable amount is lower than the carrying amount, the carrying amount is reduced to the recoverable amount by recording an impairment charge.

Any impairment on goodwill is recognised in profit or loss and disclosed separately. An impairment loss for goodwill is not reversed.


17. Investments in associates and joint ventures

17. Investments in associates and joint ventures

Coop Vitality is the only significant joint venture of Galenica. Coop Vitality is registered in Bern, Switzerland. Galenica owns 49% of the share capital and voting rights, Coop Cooperative owns 51% of the share capital and voting rights.

Investments in associates and joint ventures

in thousand CHF

2021

2020

Net carrying amount as at 1 January

22,949

21,482

Share of profit from associates and joint ventures

6,765

4,486

Remeasurement of net defined benefit liability from joint ventures

3,529

–1,187

Investments

1,256

Dividends received

–2,548

–3,087

Net carrying amount as at 31 December

30,696

22,949

– of which joint ventures

30,696

22,540

In case Coop Vitality was overindebted, Galenica has an unlimited obligation, in proportion to its equity interest, to ­restructure the company. At the reporting date, this joint venture is not overindebted.

Condensed financial information of Coop Vitality

in thousand CHF

2021

2020

Current assets

40,121

38,468

Non-current assets

107,022

110,921

– of which right-of-use assets

48,358

53,146

Current liabilities

40,237

46,469

– of which current lease liabilities

10,391

10,164

Non-current liabilities

42,830

55,566

– of which non-current lease liabilities

39,480

44,477

Equity before appropriation of earnings

64,076

47,354

Operating income

260,835

232,507

EBIT

18,734

12,142

Net profit

14,720

9,399

Remeasurement of net defined benefit liability recognised in other comprehensive income

7,202

–2,423

Cash flow from operating activities

30,755

20,219

The net carrying amount of the investment in Coop Vitality is CHF 31.4 million as at 31 December 2021 (previous year: CHF 23.2 million). Unrealised profits are not considered in these amounts.

Accounting principles investments in associates and joint ventures

Investments in associates where Galenica holds between 20% and 50% of the voting rights and investments in joint ventures are initially recognised at cost and subsequently accounted for using the equity method. In the accounting periods following the acquisition, the carrying amount of the investment is increased by the share in profit or reduced by the share in loss and the dividends paid from the associates and joint ventures. The corresponding amounts are ­recognised in profit or loss. Transactions that are recognised in comprehensive income from associates and joint ­ventures are recognised proportionately in comprehensive income.


18. Financial assets

18. Financial assets

Financial assets

in thousand CHF

2021

2020

Loans

8,176

10,803

Rental deposits

4,669

3,847

Other financial assets

874

606

Loans and other financial assets

13,719

15,256

Securities

5,433

3,215

Financial assets

19,152

18,471

Accounting principles financial assets

Non-current financial assets comprise loans, time deposits with a term to maturity of more than twelve months, rental deposits, securities and derivative financial instruments with a positive fair value and a residual term to maturity of more than twelve months. Other than the derivatives measured at fair value through profit or loss, the financial assets are held to collect contractual cash flows comprising solely principal and interest payments and are therefore measured at amortised cost subsequent to initial recognition. Any credit losses on financial assets recognised represent 12 month expected losses and are estimated based on the credit risk of the counterparty. Any impairment is recognised in financial expenses.


19. Financial liabilities

19. Financial liabilities

Financial liabilities

in thousand CHF

2021

2020

Loans

5,654

4,643

Mortgages

1,253

Liabilities to pension funds

37,503

36,540

Bonds

380,306

380,417

Contingent consideration liabilities

24,000

70

Other financial liabilities

880

960

Financial liabilities

449,596

422,631

– of which current financial liabilities

43,052

41,117

– of which non-current financial liabilities

406,544

381,514

Galenica issued two fixed-interest rate bonds for a nominal amount totalling CHF 380.0 million for the purpose of long-term financing in June 2017. One bond of CHF 200.0 million was issued with an annual coupon of 0.50% and a term of 6 years, falling due on 15 June 2023 and the other bond of CHF 180.0 million with an annual coupon of 1.00 % and a term of 9½ years, falling due on 15 December 2026. The bonds are traded on the SIX Swiss Exchange under securities no. 36720669 (ISIN CH0367206692) and 36720670 (ISIN CH0367206700) respectively. The bonds closed at 101.17% and 103.85% respectively as at 31 December 2021 (previous year: 101.60% and 105.20% respectively).

Cash flow from financial liabilities and lease liabilities 2021

in thousand CHF

1 January 2021

Proceeds from financial liabilities

Repayment of financial liabilities

Addition to scope of consolidation

Other changes

31 December 2021

Bank loans

110,000

–110,000

Loans

4,643

1,795

–6,550

5,693

72

5,654

Mortgages

–4

1,257

1,253

Liabilities to pension funds

36,540

902

56

5

37,503

Bonds

380,417

–111

380,306

Contingent consideration liabilities

70

23,930

24,000

Other financial liabilities

960

–80

880

Financial liabilities

422,631

112,698

–116,634

7,005

23,896

449,596

Lease liabilities

218,001

–49,939

6,021

48,968

223,051

Financial liabilities and lease liabilities

640,632

112,698

–166,573

13,027

72,863

672,647

Cash flow from financial liabilities and lease liabilities 2020

in thousand CHF

1 January 2020

Proceeds from financial liabilities

Repayment of financial liabilities

Addition to scope of consolidation

Other changes

31 December 2020

Bank loans

125,000

–125,448

448

Loans

8,404

849

–5,263

594

60

4,643

Liabilities to pension funds

36,498

124

–60

–22

36,540

Bonds

380,528

–111

380,417

Contingent consideration liabilities

70

70

Other financial liabilities

960

960

Financial liabilities

425,500

125,973

–130,771

1,041

887

422,631

Lease liabilities

230,568

–49,065

10,325

26,173

218,001

Financial liabilities and lease liabilities

656,068

125,973

–179,836

11,366

27,060

640,632


20. Trade and other payables

20. Trade and other payables

Trade and other payables

in thousand CHF

2021

2020

Trade payables

336,201

289,609

Contract liabilities

7,975

7,045

Other payables

19,867

17,804

Trade and other payables

364,043

314,458

Contract liabilities are generally recognised in revenue within 12 months.


21. Provisions

21. Provisions

Provisions

in thousand CHF

2021

2020

1 January

4,398

6,667

Addition

1,456

875

Use

–1,380

–2,300

Reversal

–1,066

–1,610

Addition to scope of consolidation

400

767

31 December

3,808

4,398

– of which current provisions

2,498

3,580

– of which non-current provisions

1,310

819

Provisions are recognised for the estimated cost on damage, contractual liabilities, customer complaints, litigation risk and ongoing legal proceedings.

The cash outflow from the non-current provisions is expected within the next 2 to 3 years.

Accounting principles provisions

Provisions are recorded when Galenica has a present legal or constructive obligation towards a third party as a result of a past event, when the amount of the obligation can be reliably estimated and an outflow of economic resources is probable.

Provisions are recognised for the estimated cost of liabilities related to sureties, customer complaints, litigation risks and ongoing legal proceedings.


22. Contingent liabilities and commitments

22. Contingent liabilities and commitments

Galenica is subject to a variety of risks. These risks include, but are not limited to, risks regarding product liability, patent law, tax law, competition laws and anti-trust laws. A number of Group companies are currently involved in administrative proceedings, legal disputes and investigations relating to their business activities. The results of ongoing proceedings ­cannot be predicted with certainty. Management has established appropriate provisions for any expenses likely to be incurred. These projections, however, are also subject to uncertainty. Galenica does not expect the results of these proceedings to have a significant impact on the financial statements.

In March 2017, the Swiss Competition Commission (COMCO) issued a ruling, which imposed a fine of up to CHF 4.5 million on Galenica. The ruling relates to an investigation from 2012. Galenica regards the ruling issued by COMCO as incorrect in fact and in law. Galenica has taken the ruling to the Federal Administrative Court. With a decision delivered in February 2022, the Federal Administrative Court reduced the fine to around CHF 3.8 million. Galenica will take this case to the Swiss Federal Supreme Court.

In September 2020, the Swiss Competition Commission (COMCO) opened an investigation against Markant Handels- und Industriewaren-Vermittlungs AG and its customers, inter alia Galexis Ltd. Galenica does not expect the proceedings to result in a sanction against Galexis Ltd., however, a fine cannot be ruled out entirely.

Galenica entered into various obligations regarding the purchase of services, goods, and equipment as part of its ordinary business operations.

Galenica signed purchase agreements to acquire pharmacies and other business in the next few years. The purchase prices will be fixed at the time of transfer of ownership on the basis of net asset value and discounted cash flow. The unrecognised commitments are expected to involve payments of CHF 0.8 million (previous year: CHF 7.8 million) at the most. The purchase rights have an estimated volume of CHF 3.0 million (previous year: CHF 10.4 million). These purchase rights or obligations fall due between 2022 and 2023.

Galenica signed purchase agreements to acquire property, plant and equipment totalling CHF 16.7 million (previous year: CHF 37.6 million). The payments under these purchase commitments become due in 2022.

There are no unusual pending transactions or risks to be disclosed.

Accounting principles contingent liabilities and commitments

A contingent liability is disclosed for an obligation where it is not probable that an outflow of resources will be required or where the amount of the obligation cannot be estimated with sufficient reliability.


23. Employee benefit plans

23. Employee benefit plans

The vast majority of the Galenica employees work in Switzerland and participate in the Galenica Pension Fund, which is financed by the employers and the employees. This plan is legally separate from Galenica and qualifies as a defined benefit plan. The pension plan covers the risks of the economic consequences of old age, disability and death in accordance with the Swiss Federal Occupational Retirement, Survivors and Disability Pension Plans Act (BVG/LPP). The pension plan is structured in the legal form of a foundation. All actuarial risks are borne by the foundation and regularly assessed by the Board of Trustees based on an annual actuarial appraisal prepared in accordance with BVG/LPP. The company's liabilities are limited to contributions that are based on a percentage of the insured salary under the Swiss law. Only in cases of a funded status that is significantly below a funded status of 100% as per the BVG/LPP law can Galenica be required to pay additional contri­butions. The calculations made in these appraisals do not apply the projected unit credit method required by IFRS. If the calculations made in accordance with the provisions of BVG/LPP reveal a funded status of less than 100%, suitable restructuring measures need to be introduced. The Board of Trustees consists of employee and employer representatives.

The defined benefit plan is funded. Plan assets are managed separately from Galenica's assets by the independent pension fund.

The most recent actuarial valuation was prepared as at 31 December 2021. The pension fund assets are invested in accordance with local investment guidelines. Galenica pays its contributions to the pension fund in accordance with the regulations defined by the fund.

The final funded status pursuant to BVG/LPP is not available until the first quarter of the subsequent year. The projected funded status as at 31 December 2021 for Galenica Pension Fund is 125.1% unaudited) and as at 31 December 2020 117.2% (final).

Defined benefit plans and long-service awards

 

 

 

2021

 

 

2020

in thousand CHF

Defined benefit plans

Long-service awards 1)

Total

Defined benefit plans

Long-service awards 1)

Total

Plan assets measured at fair value

1,143,224

1,143,224

1,018,461

1,018,461

Present value of defined benefit obligation

–1,085,962

–16,229

–1,102,191

–1,060,947

–14,924

–1,075,871

Net carrying amount recognised in employee benefit liabilities

57,262

–16,229

41,033

–42,486

–14,924

–57,411

of which recognised in assets

67,000

67,000

of which recognised in liabilities

–9,738

–16,229

–25,967

–42,486

–14,924

–57,411

1) Long-service awards relate to provisions for jubilee payments

Change in present value of defined benefit obligation

 

 

 

2021

 

 

2020

in thousand CHF

Defined benefit plans

Long-service awards

Total

Defined benefit plans

Long-service awards

Total

1 January

–1,060,947

–14,924

–1,075,871

–1,016,989

–13,715

–1,030,704

Current service cost

–30,995

–1,519

–32,514

–30,050

–1,364

–31,414

Past service cost

968

968

48,256

–1,003

47,253

Interest on defined benefit obligation

–519

–8

–527

–1,488

–20

–1,507

Actuarial gain/(loss)

1,107

–1,152

–45

–65,354

–275

–65,629

Employee contributions

–16,938

–16,938

–16,387

–16,387

Benefits/awards paid

30,627

1,374

32,001

21,063

1,452

22,515

Change in scope of consolidation

–9,265

–9,265

31 December

–1,085,962

–16,229

–1,102,191

–1,060,947

–14,924

–1,075,871

Change in fair value of plan assets

in thousand CHF

2021

2020

1 January

1,018,461

977,673

Interest on plan assets

509

1,458

Remeasurement gain/(loss)

105,896

20,336

Employee contributions

16,938

16,387

Employer contributions

26,115

24,710

Benefits paid

–30,627

–21,063

Administration cost

–1,053

–1,040

Change in scope of consolidation

6,986

31 December

1,143,224

1,018,461

Net defined benefit cost

in thousand CHF

2021

2020

Current service cost

30,995

30,050

Past service cost

–968

–48,256

Net interest on net defined benefit liability

10

29

Administration cost

1,053

1,040

Net defined benefit cost

31,090

–17,138

In 2020, the trustees of the Galenica Pension Fund passed resolutions to make forward-looking modifications with a view to safeguarding the settlement of obligations towards insured members by reducing the conversion rate starting from 1 January 2022. These modifications lead to a decrease in the present value of the defined benefit obligation. The resulting negative past service cost led to a non-recurring decrease in personnel costs of CHF 48.3 million on the date the resolution was passed.

Remeasurement of net defined benefit liability

in thousand CHF

2021

2020

Actuarial gain/(loss) due to:

 

 

– Changes in demographic assumptions

–10,108

–16

– Changes in financial assumptions

49,946

–16,726

– Experience adjustments

–38,732

–48,612

Remeasurement of plan assets

105,896

20,336

Remeasurement of net defined benefit liability recognised in other comprehensive income

107,003

–45,018

Change in assumption and in estimate

The experience adjustments of CHF -38.7 million (previous year: CHF -48.6 million) were the result of various elements not expected in the prior year mainly a higher interest credited to the member's accounts, an overall increase of the population and other items as determined by the external actuary.

During 2021, Galenica conducted a review of actuarial valuation parameters, including employee turnover rates and mortality tables.

Considering actual historical patterns with turnover rates at approximate 100% of BVG 2020 tables in the retail business (previous year: 125% BVG 2015) and 60% of BVG 2020 tables in the non-retail business (previous year: 125% BVG 2015), Galenica used these increased rates for its 2021 valuation. Furthermore the mortality table was changed from BVG 2015 GT (CMI), 1.5% to BVG 2020 GT (CMI), 1.5%. This resulted in an increase of the defined benefit obligation of CHF 10.1 million, which was recognised in other comprehensive income.

The increase of the discount rate from 0.05% to 0.35% resulted in a decrease of the defined benefit obligation of CHF 49.9 million.

Investment structure of plan assets

in thousand CHF

 

2021

 

2020

Cash and cash equivalents

8,503

0.7%

6,860

0.7%

Debt instruments

191,285

16.7%

175,843

17.3%

Equity instruments

517,892

45.3%

448,563

44.0%

Real estate

256,809

22.5%

238,632

23.4%

Other investments

168,735

14.8%

148,563

14.6%

Fair value of plan assets

1,143,224

100.0%

1,018,461

100.0%

Current return on plan assets

 

10.4%

 

2.2%

The Board of Trustees is responsible for investing the plan assets. It defines the investment strategy and determines the long-term target asset structure (investment policy), taking into account the legal requirements, objectives set, the benefit obligations and the foundations' risk capacity. The Board of Trustees delegates implementation of the investment policy in accordance with the investment strategy to an investment committee, which also comprises trustees from the Board of Trustees and a general manager. Plan assets are managed by external asset managers in line with the investment strategy.

Cash and cash equivalents are deposited with financial institutions with a credit rating of A or above.

Debt instruments (e.g. bonds) have a credit rating of at least BBB and quoted prices in active markets (level 1 of the fair value hierarchy). They can be investments in funds and direct investments.

Equity instruments are investments in equity funds. These generally have quoted prices in active markets (level 1 of the fair value hierarchy). Since the change in investment strategy in 2021, there are no more direct investments in equity instruments. Therefore all shares of Galenica Ltd. were sold in 2021 (previous year: fair value of CHF 10.7 million).

Real estate relates to both residential property and offices. These can be investments in quoted real estate funds (level 1 of the fair value hierarchy) or direct investments (level 3 of the fair value hierarchy). If real estate is held directly, it is valued by an independent expert.

Other investments consist of hedge funds, insurance linked securities (ILS), infrastructures, senior loans, private equity and receivables. There are receivables from Group companies amounted to CHF 34.2 million (previous year: CHF 33.5 million). Investments in hedge funds are classified as alternative investments. They are primarily used for risk management purposes. In most cases, quoted prices in an active market are not available for hedge funds investments (level 2 or level 3 of the fair value hierarchy).

The use of derivative financial instruments is only permitted if sufficient liquidity or underlying investments are available. Leverage and short selling are not permitted.

The pension funds manage the assets of 5,377 active members (previous year: 5,315) and 896 pensioners (previous year: 860).

Galenica does not use any pension fund assets.

Basis for measurement

 

2021

2020

Discount rate

0.35%

0.05%

Salary development

1.00%

1.00%

Pension development

0.00%

0.00%

Mortality (mortality tables)

BVG 2020 GT (CMI), 1.5%

BVG 2015 GT (CMI), 1.5%

Turnover

BVG 2020 (60% –100%)

BVG 2015 (100% –125%)

Sensitivity analysis

The discount rate, future salary development and mortality were identified as key actuarial assumptions. Changes in these assumptions would affect the defined benefit obligation (DBO) as follows:

Sensitivity analysis

 

 

2021

 

2020

in thousand CHF

Variations in assumptions

Impact on DBO

Variations in assumptions

Impact on DBO

Discount rate

+0.25%

–39,043

+0.25%

–37,336

 

-0.25%

41,236

-0.25%

40,519

Salary development

+0.25%

3,260

+0.25%

3,251

 

-0.25%

–3,260

-0.25%

–2,230

Mortality

+1 year

32,388

+1 year

31,640

 

-1 year

–32,423

-1 year

–32,688

The sensitivity analysis assumes potential changes in the above parameters as at year-end. Every change in a key actuarial assumption is analysed separately. Interdependencies were not taken into account.

The pension obligations have an average duration of 16.5 years (previous year: 15.9 years).

Cash outflows for pension payments and other obligations can be budgeted reliably. The benefit plans collect regular contribution payments. Furthermore, the investment strategies safeguard liquidity at all times.

The employer contributions to the pension fund are estimated at CHF 29.2 million for 2022.

Accounting principles employee benefit plans

Galenica's defined benefit obligation (DBO) is assessed annually by independent pension actuaries using the projected unit credit method. This method considers employees' service in the periods prior to the reporting date and their future expected salary development. In addition, actuaries make use of statistical data such as employee turnover and mortality to calculate the defined benefit obligation.

Any deficit or surplus in funded defined benefit plans (when the fair value of plan assets falls short of or exceeds the present value of the defined benefit obligation) is recorded as a net defined benefit liability or asset. Galenica only recognises a net defined benefit asset if it has the ability to use the surplus to generate future economic benefits that will be available to Galenica in the form of a reduction in future contributions. If Galenica does not have the ability to use the surplus or it will not generate any future economic benefit, Galenica does not recognise an asset, but instead discloses the effect of this asset ceiling in the notes.

The components of defined benefit cost are service cost, net interest on the net defined benefit asset or liability and remeasurements of the net defined benefit asset or liability.

Service cost is a component of personnel costs and comprises current service cost, past service cost (including gains and losses from plan amendments) and gains and losses from plan settlements.

Net interest is determined by multiplying the net defined benefit liability or asset by a discount rate at the beginning of the reporting period. Net interest is included in the financial result.

Actuarial gains and losses result from changes in actuarial assumptions and differences between actuarial assumptions and actual outcomes. Actuarial gains and losses resulting from remeasuring the defined benefit plans are ­recognised immediately in comprehensive income as remeasurements of the net defined benefit liability or asset. This includes any differences in the return on plan assets (excluding interest, based on the discount rate). Remeasurements of the net defined benefit liability or asset are not reclassified through profit or loss at any point in time.

Galenica rewards employees for long service with jubilee benefits. These long-term benefits to employees are also measured using the projected unit credit method and included in employee benefit liabilities. These obligations are unfunded. Changes in obligations are recognised in profit or loss in personnel costs and interest expense as part of the financial expense, in line with the defined benefit plans.


24. Shareholders' equity

24. Shareholders' equity

24.1 Share capital and number of shares

Galenica has fully paid-up share capital of CHF 5,000,000, divided into 50,000,000 publicly listed shares with a par value of CHF 0.10 each, as at the reporting date. All shares have the same capital rights with the exception of the treasury shares which do not generate any dividends. Voting rights and restrictions on voting rights are described in detail in Galenica's Annual report 2021 in the chapter Corporate Governance (unaudited).

As at 31 December 2021, Galenica Ltd. has no authorised capital according to Article 3a) of the Articles of Association. The Board of Directors has been authorised to increase the share capital of CHF 5,000,000 by a maximum of CHF 500,000 at any time up to and including 2 May 2021 by issuing not more than 5,000,000 fully paid shares.

Number of shares

 

Total shares Galenica Ltd.

Treasury shares

Outstanding shares

Balance as at 31.12.2019

50,000,000

–660,850

49,339,150

Transactions with treasury shares

159,410

159,410

Balance as at 31.12.2020

50,000,000

–501,440

49,498,560

Transactions with treasury shares

139,937

139,937

Balance as at 31.12.2021

50,000,000

–361,503

49,638,497

The treasury shares are reserved for share-based payments to employees.

Accounting principles shareholders' equity

When treasury shares in Galenica Ltd. are acquired, they are deducted from shareholders' equity. Gains and losses from buying and selling treasury shares in Galenica Ltd. are recognised directly in shareholders' equity.

24.2 Changes in consolidated shareholder's equity

On 12 May 2021, the Annual General Meeting approved a dividend payment of CHF 89.2 million for the financial year 2020 (previous year: CHF 89.0 million), corresponding to CHF 1.80 per registered share (previous year: CHF 1.80). For this ­purpose, CHF 0.90 was taken from the reserves from capital contributions (previous year: CHF 0.90) and CHF 0.90 from retained earnings (previous year: CHF 0.90) of Galenica Ltd. The dividend was paid out to the shareholders on 19 May 2021.

In the reporting period, 5,682 treasury shares (previous year: 2,884 treasury shares) were bought at an average price of CHF 65.59 (previous year: CHF 63.46) and 145,619 treasury shares (previous year: 162,294 treasury shares) were issued as share-based payments.

The expense for share-based payment transactions, allocated over the vesting period, has been recognised in personnel costs and accrued in consolidated shareholders' equity.

The acquisition of non-controlling interests in Unione Farmaceutica Distribuzione SA reduced consolidated shareholders' equity by CHF 0.1 million (previous year: CHF 0.2 million).

The Board of Directors will submit a proposal to the Annual General Meeting on 11 May 2022 to pay a dividend of CHF 2.10 per share entitled to receive dividend for the financial year 2021. For this purpose, CHF 1.05 is to be taken from the reserves from capital contributions and CHF 1.05 from the retained earnings. However, no dividend will be paid on treasury shares. Based on the number of treasury shares as at 31 December 2021, the total dividend would amount to CHF 104.2 million.


25. Financial instruments

25. Financial instruments

25.1 Categories of financial instruments

Carrying amounts of financial instruments 2021

in thousand CHF

Financial assets at amortised costs

Financial liabilities at fair value through profit or loss

Financial liabilities at amortised costs

Total

Cash and cash equivalents

164,982

164,982

Trade and other receivables

461,108

461,108

Financial assets

19,152

19,152

Current financial liabilities

43,052

43,052

Current lease liabilities

49,717

49,717

Trade and other payables

356,067

356,067

Non-current financial liabilities

24,000

382,544

406,544

Non-current lease liabilities

173,334

173,334

Total

645,242

24,000

1,004,714

 

Carrying amounts of financial instruments 2020

in thousand CHF

Financial assets at amortised costs

Financial liabilities at fair value through profit or loss

Financial liabilities at amortised costs

Total

Cash and cash equivalents

59,781

59,781

Trade and other receivables

406,360

406,360

Financial assets

18,471

18,471

Current financial liabilities

70

41,047

41,117

Current lease liabilities

47,209

47,209

Trade and other payables

307,413

307,413

Non-current financial liabilities

381,514

381,514

Non-current lease liabilities

170,792

170,792

Total

484,612

70

947,975

 

Net gain/(loss) on financial instruments 2021

in thousand CHF

Financial assets at amortised costs

Financial liabilities at amortised costs

Total

Net gain/(loss) on foreign exchange

304

–274

30

Other financial result

–36

–89

–125

Interest income

492

492

Interest expense

–2,701

–2,701

Interest expense on lease liabilities

–2,298

–2,298

Interest income on impaired trade receivables

245

245

Expected credit losses

–1,023

–1,023

Net gain/(loss) recognised in profit or loss

–17

–5,362

–5,380

Net gain/(loss) on financial instruments 2020

in thousand CHF

Financial assets at amortised costs

Financial liabilities at amortised costs

Total

Net gain/(loss) on foreign exchange

–100

–121

–221

Other financial result

15

–54

–40

Interest income

629

629

Interest expense

–2,867

–2,867

Interest expense on lease liabilities

–2,321

–2,321

Interest income on impaired trade receivables

136

136

Expected credit losses

–511

–511

Net gain/(loss) recognised in profit or loss

168

–5,364

–5,196

Accounting principles financial instruments (measurement and categories)

Galenica classifies its financial assets and financial liabilities at initial recognition. Subsequent measurement is at amortised cost or fair value through profit or loss.

Measurement of financial assets and financial liabilities

With the exception of trade receivables, financial assets and financial liabilities are initially measured at fair value plus or minus directly attributable transaction costs, if those financial instruments are not subsequently measured at fair value through profit or loss. Trade receivables are initially measured at the transaction price resulting from the revenue transaction. All purchases and sales of financial instruments are recognised using trade date accounting.

Financial assets are generally derecognised when the contractual rights to the cash flows expire. Financial liabilities are derecognised when they have been settled.

For subsequent measurement Galenica distinguishes between the following types of financial assets and financial ­liabilities:

Financial assets at amortised cost

This category includes trade and other receivables as well as loans and other financial assets such as rental deposits and securities. These financial assets are subsequently measured at amortised cost using the effective interest rate method less expected credit losses. Expected credit losses are based on historical credit loss experience, adjusted for forward-­looking factors specific to the debtors and the economic environment. Changes in expected credit losses due to changes in estimated credit risk are determined at each reporting date and charged to profit or loss. Galenica uses the simplified approach to determine its bad debt allowances for trade receivables using lifetime expected credit losses. Expenses for expected credit losses comprise the change in bad debt allowance and receivables directly ­written off.

Uncollectible loans and receivables are only derecognised if a certificate of loss has been issued.

Financial liabilities at fair value through profit or loss

Financial liabilities classified as at fair value through profit or loss correspond to contingent consideration liabilities from business combinations.

Financial liabilities at amortised costs

Financial liabilities mainly comprise trade and other payables as well as financial liabilities and bonds and are ­measured at amortised cost using the effective interest rate method.

25.2 Fair value measurement

Fair value

 

 

2021

 

2020

in thousand CHF

Carrying amount

Fair value

Carrying amount

Fair value

Non-current financial liabilities

26,238

26,238

1,097

1,097

Bonds (fair value level 1)

380,306

389,270

380,417

392,560

Non-current financial liabilities

406,544

415,508

381,514

393,657

With the exception of non-current financial liabilities the carrying amounts of all financial instruments approximate to the fair value or fair value disclosure is not required (lease liabilities).

Fair value of contingent consideration liabilities from business combinations (level 3 of the fair value hierarchy)

Fair value of contingent consideration liabilities from business combinations (level 3 of the fair value hierarchy)

in thousand CHF

2021

2020

1 January

70

70

Arising from business combinations

24,000

Payments (cash out)

–70

31 December

24,000

70

Sensitivity analysis of contingent consideration liabilities from business combinations

Determining the contingent consideration liability from business combinations net sales was identified as key assumption. Galenica has recorded the maximum amount as contingent consideration liability, an increase in the forecasted net sales of the acquired company would hence have no impact on the contingent consideration liability. In return, a decrease of the forecasted net sales 2024 by 5% would reduce the contingent consideration liability by CHF 2.2 million.

Accounting principles financial instruments (fair value measurement)

Fair value

Non-current financial liabilities contain contingent consideration liabilities from business combinations which are mea­sured at fair value. The fair value of these financial instruments is measured based on the expected cash flows in due consideration of the probability of occurrence and the current market interest rates (level 3 of the fair value hierarchy).

The fair values of the fixed-rate bonds derived from quoted prices (level 1 of the fair value hierarchy).

Fair value hierarchy

Galenica measures financial instruments at fair value using the following hierarchies for determining the fair value:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices).
  • Level 3: Unobservable inputs for the asset or liability. These inputs reflect the best estimates of Galenica based on criteria that market participants would use to determine prices for assets or liabilities at the reporting date.

26. Financial risk management

26. Financial risk management

Galenica is exposed to various financial risks and liquidity requirements. Galenica's financing and financial risk management activities are centralised into Group Treasury, which manages financial exposures of Galenica on account of changes in interest rates, currency risks, credit risks and liquidity in a manner that is consistent with underlying business risks and in line with the treasury policy approved by the Board of Directors as well as internal guidelines on cash and liability management. In addition, capital management of Galenica is also mainly exercised and monitored at Group level.

It is Galenica's policy not to enter into any speculative financial arrangements and to ensure matching maturities. Together, the risk management and monitoring measures described below are designed to limit negative impact on the financial
statements.

26.1 Liquidity risk

Liquidity risk management

The aim of liquidity risk management is to provide sufficient cash to meet Galenica's financial liabilities on time while maintaining the flexibility to take advantage of market opportunities and optimum investment conditions. Group Treasury is responsible for raising current and non-current loans as well as for decisions on investments. Apart from financing operations, Galenica's credit standing enables it to borrow funds at an advantageous rate. To ensure that Galenica can meet its payment obligations in good time, liquidity is monitored centrally. Group Treasury monitors the cash flows using rolling liquidity planning. This takes into account the maturities of the financial instruments as well as the cash flows from operating activities.

Maturity profile of financial liabilities 2021

in thousand CHF

Carrying amount

Total undiscounted cash flows

up to 3 months

3 to 12 months

1 to 5 years

Maturities more than 5 years

Trade and other payables

356,067

356,282

353,850

2,432

Current financial liabilities

43,052

43,052

42,500

552

Current lease liabilities

49,717

51,720

13,279

38,441

Non-current financial liabilities

26,238

26,238

26,088

150

Bonds

380,306

391,000

2,800

388,200

Non-current lease liabilities

173,334

179,407

130,522

48,885

Total

1,028,714

1,047,699

409,629

44,225

544,810

49,035

Maturity profile of financial liabilities 2020

in thousand CHF

Carrying amount

Total undiscounted cash flows

up to 3 months

3 to 12 months

1 to 5 years

Maturities more than 5 years

Trade and other payables

307,413

308,534

307,916

618

Current financial liabilities

41,117

41,117

40,569

548

Current lease liabilities

47,209

49,270

13,009

36,261

Non-current financial liabilities

1,097

1,097

847

250

Bonds

380,417

393,800

2,800

209,200

181,800

Non-current lease liabilities

170,792

177,048

128,034

49,014

Total

948,045

970,865

361,494

40,227

338,081

231,064

The values presented above are contractually agreed undiscounted cash flows including interest. Wherever the contractually agreed payment amount is liable to change before maturity as a result of variable interest rates, the payment amounts based on the interest rates at the reporting date are disclosed.

26.2 Credit risk

Credit risk management

Credit risk arise when a customer or a third party fails to meet its contractual obligations and causes Galenica a financial loss. Credit risk are minimised and monitored by restricting business relations to known, reliable partners.

Corporate policy ensures that credit checks are performed for customers who are supplied on credit. Trade receivables are subject to active risk management procedures. They are continually monitored and credit risk is reviewed in the process of reporting to management. Allowances for expected credit losses are made in accordance with uniform guidelines on the measurement of outstanding receivables.

In addition, credit risk arise in relation to financial assets, comprising cash and cash equivalents, securities, loans and ­certain derivative financial instruments. The creditworthiness of the counterparties is regularly monitored and reported to management.

Financial assets subject to credit risk

in thousand CHF

2021

2020

Cash and cash equivalents (without cash on hand)

163,336

58,288

Trade and other receivables

461,108

406,360

Loans and other financial assets

13,719

15,256

Financial assets subject to credit risk

638,164

479,904

The financial assets subject to credit risk are primarily receivables.

Galenica applies internal risk management guidelines to identify concentrations of credit risk.

Galenica's financial assets are not exposed to a concentration of credit risk.

No past due financial assets have been renegotiated. Based on past experience, Galenica considers the creditworthiness of non-past due trade receivables to be good. Trade receivables past due are analysed on an ongoing basis. These receivables are accounted for using individual bad debt allowances, adjusted for forward-looking factors specific to the debtors and the economic environment.


27. Capital management

27. Capital management

The capital of Galenica is managed and monitored at Group level. The objective of capital management at Galenica is to ensure the continuity of operations, increase enterprise value on a sustainable basis, provide an adequate return to investors, provide the financial resources to enable investments in areas that deliver future benefits for patients and customers and further returns to investors.

Galenica defines the capital that it manages as invested interest-bearing liabilities and equity. Galenica uses a system of financial control based on various key performance indicators. Capital is monitored based on the gearing, for example, which expresses net debt as a percentage of shareholders' equity including non-controlling interests and is communicated regularly to management as part of internal reporting.

Net debt, shareholders' equity and gearing are shown in the table below.

Net debt, shareholder's equity and gearing

in thousand CHF

2021

2020

Current financial liabilities 1)

43,019

40,933

Current lease liabilities

49,717

47,209

Non-current financial liabilities 1)

381,697

380,667

Non-current lease liabilities

173,334

170,792

Cash and cash equivalents

–164,982

–59,781

Interest-bearing receivables

–1,527

–8,078

Net debt

481,257

571,743

 

 

 

Equity attributable to shareholders of Galenica Ltd.

1,227,538

1,047,282

Non-controlling interests

6,140

6,073

Shareholders' equity

1,233,677

1,053,355

 

 

 

Gearing

39.0%

54.3%

1) Excluding non-interest-bearing financial liabilities

Galenica has no covenants requiring a minimum level of equity, nor is Galenica subject to any externally regulated capital requirements as seen in the financial services sector.


28. Share-based payments

28. Share-based payments

Remuneration for members of the Board of Directors

The members of the Board of Directors receive fixed annual remuneration and can choose whether to receive it in full or in part (50%) in shares of Galenica Ltd. The amount settled in shares is paid out with a discount of 25%. The shares may not be traded for the first five years.

The fair value of the shares granted is equivalent to the amount to be paid out in shares plus the discount of 25%.

Share plan for members of senior management

According to the participation plan, members of senior management receive their performance-related bonus partly in cash and partly in shares of Galenica Ltd. The proportion of cash to shares is set out in the regulations and is based on the salary grade of the recipient. In addition, all members of senior management are obliged to hold a number of shares of Galenica. The amount to be settled in shares is paid out in the form of shares of Galenica Ltd. with a discount of 25%. The shares may not be traded for the first five years.

The fair value of the shares granted is equivalent to the amount to be paid out in shares plus the discount of 25%.

Long-term incentive plan (LTI)

Members of the Corporate Executive Committee of Galenica and certain members of senior management participate in a LTI plan for the allocation of performance share units. The number of these performance share units is based on the extent to which defined long-term performance targets such as the Galenica Economic Profit and the relative total shareholders return (TSR) are attained. TSR is measured as a percentile ranking against a peer group of relevant companies. A LTI plan always runs for a vesting period of three years. At the beginning of each financial year a new LTI plan with a new vesting period of three years is issued. At the start of the vesting period a defined number of performance share units are individually allocated. The number of performance share units allocated is dependent on the defined percentage of the annual salary incorporated into the LTI plan as well as the effective share price at the time of the allocation. At the end of the vesting period performance share units are paid out to eligible beneficiaries in the form of shares of Galenica Ltd.

21,916 performance share units (previous year: 16,802 performance share units) were granted to beneficiaries at a fair value of CHF 52.75 (previous year: CHF 55.03) at the beginning of the reporting period for the 2021 LTI plan.

Employee share plan

Employees of Galenica are entitled to buy a fixed number of shares of Galenica Ltd. at a preferential price. All employees who, at the time of the purchase offer, are not under notice and have an employment contract of unlimited duration are entitled to acquire shares.

The purchase price for the shares is calculated at the time of the purchase offer based on the average price for the previous month less a 30% discount. The price discount is borne by the employer. The shares may not be traded for the first three years.

In the reporting period, employees purchased 76,461 shares of Galenica Ltd. (previous year: 66,386 shares) at a price of CHF 46.80 (previous year: CHF 48.40). This includes a discount of CHF 20.06 (previous year: CHF 20.76) per share.

Share-based payment expense

in thousand CHF

2021

2020

Remuneration for members of the Board of Directors

880

1,316

Share plan for members of senior management

3,126

1,443

Long-term incentive plan (LTI)

1,180

566

Employee share plan

1,534

1,378

Total

6,719

4,704

Accounting principles share-based payments

The employees of Galenica participate in share-based payment plans. These plans qualify as equity-settled share-based payment plans and are settled in shares of Galenica Ltd.

The share-based payments are measured at fair value at grant date.

Galenica estimates the number of Galenica shares which are expected to vest. The expense is recognised over the ­vesting period as part of personnel costs and an increase in shareholders' equity for the best estimate of the number of shares Galenica expects to vest. Expense adjustments due to changes in expectations regarding the number of Galenica shares expected to vest are recognised in personnel costs for the relevant reporting period.

If the arrangements are modified during the life of an equity-settled share-based payment plan, any incremental fair value is recognised over the remaining vesting period. If the plan is cancelled, the rights are assumed to be exercised at the date of cancellation and the expense is recognised immediately in profit or loss. If the cancelled plan is replaced by a new share-based payment plan identified as a replacement award, the expense is recognised in the same way as for modifications.


29. Related party transactions

29. Related party transactions

Related parties include all companies of the Galenica Group as well as associates, joint ventures, pension funds, members of the Board of Directors and members of the Corporate Executive Committee.

Related party transactions

As at the reporting date, trade receivables and loans to associates and joint ventures amounted to CHF 12.2 million (­previous year: CHF 13.5 million). The trade receivables and loans primarily relate to Coop Vitality. The trade payables and loans from associates and joint ventures amounted to CHF 3.8 million (previous year: CHF 2.5 million) and the financial liabilities to pension funds amounted to CHF 37.5 million (previous year: CHF 36.5 million).

The transactions with associates and joint ventures shown in the table below largely concern transactions with Coop Vitality.

Related party transactions

 

 

2021

 

2020

in thousand CHF

Associates and joint ventures

Other related parties

Associates and joint ventures

Other related parties

Sale of goods

156,535

2,363

142,721

5,532

Income from services

7,367

7,077

Other income

17

22

Purchase of goods

2,353

493

3

Other operating costs

67

22

Financial income

128

136

Financial expenses

7

4

Remuneration of the Board of Directors and the Corporate Executive Committee

Remuneration of the Board of Directors and the Corporate Executive Committee

in thousand CHF

2021

2020

Remuneration

3,890

2,564

Social security costs and pension expenses

899

758

Share-based payments

2,198

1,933

Total

6,986

5,254


30. Subsequent events

30. Subsequent events

The following transactions occurred between 31 December 2021 and 2 March 2022, the date on which the consolidated financial statements 2021 were released for publication.

Acquisition of pharmacies. Galenica acquired 100 % of the interests in pharmacies at various locations in Switzerland. 

The purchase consideration was CHF 10.2 million, the fair value of the provisional net assets resulting from these additions was estimated at CHF 2.2 million at the acquisition date. Since the transactions were concluded shortly before the consolidated financial statements were issued, it was not possible to disclose the additional information required by IFRS.

There were no further significant events after the reporting date.


31. Group companies

31. Group companies

Group companies

 

Registered office

Equity interest

Method of consolidation

Currency

Share capital in thousand

Products & Care

 

 

 

 

 

Amavita Health Care Ltd.

CH-Niederbipp

100%

full

CHF

100

Bahnhof Apotheken Thun AG

CH-Thun

50%

full

CHF

200

Bichsel Interlaken Holding AG 1)

CH-Interlaken

95%

full

CHF

100

Careproduct AG

CH-Oberwil-Lieli

100%

full

CHF

100

Coop Vitality AG

CH-Bern

49%

at equity

CHF

5,000

Coop Vitality Health Care GmbH 1)

CH-Niederbipp

49%

at equity

CHF

20

Coop Vitality Management AG

CH-Bern

49%

at equity

CHF

100

Curarex Swiss AG

CH-Zuchwil

100%

full

CHF

100

Dr. A.&L. Schmidgall GmbH & Co KG 1)

AT-Vienna

100%

full

EUR

145

Dr. U. Reinhard AG

CH-Winterthur

100%

full

CHF

100

Galenica Investment AG

CH-Bern

100%

full

CHF

1,000

GaleniCare Ltd.

CH-Bern

100%

full

CHF

700

GaleniCare Management Ltd.

CH-Bern

100%

full

CHF

500

G-Pharma AG

CH-Niederbipp

100%

full

CHF

100

Grosse Apotheke Dr. G. Bichsel AG 1)

CH-Interlaken

95%

full

CHF

200

Hedoga AG

CH-Bern

100%

full

CHF

100

Laboratorium Dr. G. Bichsel AG 1)

CH-Unterseen

95%

full

CHF

200

Lifestage Solutions Ltd.

CH-Otelfingen

100%

full

CHF

152

Medifilm Ltd. 1)

CH-Oensingen

100%

full

CHF

1,300

MediService Ltd.

CH-Zuchwil

100%

full

CHF

363

Puresense AG

CH-Gaiserwald

40%

at equity

CHF

100

Schmidgall GmbH 1)

AT-Vienna

100%

full

EUR

36

Spagyros Ltd.

CH-Worb

100%

full

CHF

860

Sun Store Health Care Ltd.

CH-Niederbipp

100%

full

CHF

100

Swiss Pharma GmbH

DE-Rülzheim

100%

full

EUR

51

Verfora Ltd.

CH-Villars-sur-Glâne

100%

full

CHF

100

Winconcept Ltd.

CH-Bern

100%

full

CHF

100

Logistics & IT

 

 

 

 

 

1L Logistics AG

CH-Burgdorf

100%

full

CHF

100

Alloga Ltd.

CH-Burgdorf

100%

full

CHF

8,332

Dauf SA 1)

CH-Barbengo-Lugano

91.60%

full

CHF

100

Galexis Ltd.

CH-Niederbipp

100%

full

CHF

25,000

HCI Solutions Ltd.

CH-Bern

100%

full

CHF

100

Pharma-Info AG 1)

CH-Biel

49%

at equity

CHF

100

PharmaBlist Ltd. 1)

CH-Widnau

100%

full

CHF

100

Pharmapool Ltd. 1)

CH-Widnau

100%

full

CHF

962

Pharmapool Zentralapotheke AG 1)

CH-Widnau

100%

full

CHF

100

Unione Farmaceutica Distribuzione SA

CH-Barbengo-Lugano

91.60%

full

CHF

2,000

Group Services

 

 

 

 

 

Galenica Finanz Ltd.

CH-Bern

100%

full

CHF

100

1) Not directly held by Galenica Ltd.


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