Notes to the consolidated financial statements of the Galenica Group
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 public limited company 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 2024 for publication on 5 March 2025. The 2024 consolidated financial statements will be submitted for approval to the Annual General Meeting on 10 April 2025.
2. Accounting principles
Basis of preparation
The consolidated financial statements of Galenica have been prepared in accordance with IFRS Accounting Standards 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.
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 material for the consolidated financial statements.
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 16)
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 17)
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 24)
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.
Fair value of contingent consideration liabilities from business combinations (note 26)
Contingent consideration, resulting from business combinations, is valued at fair value at the acquisition date as part of the business combination. When the contingent consideration meets the definition of a financial liability, it is subsequently remeasured to fair value at each reporting date. The determination of the fair value is based on discounted cash flows. The key assumptions take into consideration the probability of meeting each performance target and the discount rate.
Amendments to IFRS Accounting Standards
As at 1 January 2024 Galenica adopted the following amended IFRS Accounting Standards:
- Amendments to IAS 1 – Classification of liabilities as current or non-current
- Amendments to IAS 7 and IFRS 7 – Supplier finance arrangements
- Amendments to IFRS 16 – Lease liability in a sale and leaseback
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 Accounting Standards
The IASB has issued various new and amended standards and interpretations with effective dates in the financial year 2025 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 the date shown below:
- Amendments to IAS 21 – Lack of exchangeability (1 January 2025)
- IFRS 18 – Presentation and Disclosure in financial statements (1 January 2027)
- Amendments to IAS 7 – Statement of cash flows (1 January 2027)
Galenica is currently assessing the impact of the Amendments to IAS 21. Based on a preliminary analysis, Galenica does not expect a material impact on the consolidated financial statements.
Galenica is currently working to identify all the impacts the introduction of IFRS 18 and the amendments to IAS 7 will have on the financial statements and related notes.
3. Operating segment information
Galenica operates mainly in Switzerland within two operating segments Products & Care and Logistics & IT. The CEO of Galenica acting as chief operating decision maker (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 Accounting Standards 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 below.
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» (point-of-sale) and «Pharmacies at Home» (mail-order and home care). Retail operates at 556 locations Galenica's pharmacy network, the largest in Switzerland. With 376 pharmacies of its own and 180 partner pharmacies, Retail has outlets throughout the country. Galenica's own pharmacies comprise the Amavita brand with 198 branches and the Sun Store brand with 85 branches. Galenica also operates a chain of 86 pharmacies in partnership with Coop under the Coop Vitality brand. Galenica's pharmacy network also covers the speciality pharmacy Mediservice in partnership with Redcare Pharmacy N.V., which is focused on medication for treatment of patients at home, 6 majority interests in pharmacies and 180 Winconcept partner pharmacies.
The «Professionals» business area comprises the «Products & Brands» and «Services for Professionals» sectors. Both business areas focus on the development, marketing and sale of healthcare services and products through the various Galenica distribution channels.
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 offer solutions for the healthcare market. They operate 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. Furthermore, Logistics & IT Services provides Group internal IT services.
Group Services
The activities included within Group Services mainly comprise Galenica's central operations, which include Group Management and centralised Corporate functions such as 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 2024
Operating segment information 2024
|
in thousand CHF |
Products & Care |
Logistics & IT |
Group Services |
Eliminations |
Galenica Group |
|
Net sales |
1,700,226 |
3,241,444 |
53,656 |
–1,074,244 |
3,921,081 |
|
– of which intersegmental net sales |
–107,763 |
–915,055 |
–51,425 |
1,074,244 |
– |
|
– of which net sales to third parties |
1,592,462 |
2,326,389 |
2,231 |
– |
3,921,081 |
|
Cost of goods |
–909,819 |
–2,891,227 |
– |
957,806 |
–2,843,240 |
|
Personnel costs |
–378,146 |
–161,255 |
–46,660 |
3,335 |
–582,726 |
|
Share of profit from associates and joint ventures |
6,237 |
–17 |
– |
–11 |
6,209 |
|
Earnings before interest, taxes, depreciation and amortisation (EBITDA) |
230,996 |
93,651 |
29 |
–532 1) |
324,144 |
|
Depreciation, amortisation and impairment |
–70,983 |
–36,838 |
–2,145 |
188 |
–109,778 |
|
Earnings before interest and taxes (EBIT) |
160,013 |
56,813 |
–2,116 |
–344 1) |
214,367 |
|
Interest income |
|
|
|
|
2,017 |
|
Interest expense |
|
|
|
|
–12,654 |
|
Other net financial result |
|
|
|
|
10,868 |
|
Earnings before taxes (EBT) |
|
|
|
|
214,597 |
|
Income taxes |
|
|
|
|
–30,898 |
|
Profit from continuing operations |
|
|
|
|
183,699 |
|
|
|
|
|
|
|
|
Assets |
1,844,485 |
1,069,816 |
620,682 |
-464,086 2) |
3,070,898 |
|
Investments in associates and joint ventures |
147,309 |
122 |
– |
–2,344 |
145,087 |
|
Liabilities |
569,114 |
550,563 |
830,692 |
-431,315 3) |
1,519,053 |
|
|
|
|
|
|
|
|
Investments in property, plant and equipment |
23,319 |
9,704 |
3,000 |
– |
36,023 4) |
|
Investments in intangible assets |
1,388 |
35,505 |
– |
–151 |
36,742 5) |
|
|
|
|
|
|
|
|
Employees as at 31 December (FTE) |
4,355 |
1,506 |
258 |
– |
6,119 |
1) Including the effects of IAS 19 from defined benefit plans and long-service awards of CHF 0.5 million
2) Of which elimination of intercompany positions of CHF -445.1 million and other unallocated amounts of CHF -19.0 million
3) Of which elimination of intercompany positions of CHF -445.1 million and other unallocated amounts of CHF 13.8 million
4) Of which non-cash investments of CHF 1.5 million
5) Of which non-cash investments of CHF 4.1 million
Geographic information 2024
|
in thousand CHF |
Switzerland |
Other countries |
Galenica Group |
|
Net sales to third parties |
3,874,423 |
46,658 |
3,921,081 |
|
Non-current assets 1) |
1,747,311 |
414 |
1,747,725 |
1) Without financial assets and deferred tax assets
Operating segment information 2023
Operating segment information 2023
|
in thousand CHF |
Products & Care |
Logistics & IT |
Group Services |
Eliminations |
Galenica Group |
|
Net sales |
1,635,633 |
3,076,988 |
50,051 |
–1,016,661 |
3,746,011 |
|
– of which Intersegmental net sales |
–106,467 |
–863,775 |
–46,418 |
1,016,661 |
– |
|
– of which Net sales to third parties |
1,529,166 |
2,213,213 |
3,633 |
– |
3,746,011 |
|
Cost of goods |
–882,061 |
–2,746,003 |
– |
913,622 |
–2,714,443 |
|
Personnel costs |
–366,956 |
–151,351 |
–40,804 |
8,126 |
–550,984 |
|
Share of profit from associates and joint ventures |
6,554 |
17 |
– |
268 |
6,838 |
|
Earnings before interest, taxes, depreciation and amortisation (EBITDA) |
222,200 |
74,313 |
3,236 |
2,386 1) |
302,135 |
|
Depreciation, amortisation and impairment |
–68,429 |
–31,750 |
–3,058 |
237 |
–103,000 |
|
Earnings before interest and taxes (EBIT) |
153,772 |
42,563 |
178 |
2,623 1) |
199,135 |
|
Interest income |
|
|
|
|
1,878 |
|
Interest expense |
|
|
|
|
–9,466 |
|
Other net financial result |
|
|
|
|
3,402 |
|
Earnings before taxes (EBT) |
|
|
|
|
194,949 |
|
Income taxes |
|
|
|
|
–29,245 |
|
Profit from continuing operations |
|
|
|
|
165,704 |
|
|
|
|
|
|
|
|
Assets |
1,832,129 |
1,029,042 |
600,327 |
-470,546 2) |
2,990,952 |
|
Investments in associates and joint ventures |
146,718 |
99 |
– |
–2,832 |
143,985 |
|
Liabilities |
591,285 |
630,139 |
747,648 |
-453,317 3) |
1,515,755 |
|
|
|
|
|
|
|
|
Investments in property, plant and equipment |
27,800 |
15,070 |
3,249 |
– |
46,119 4) |
|
Investments in intangible assets |
1,483 |
31,337 |
– |
–121 |
32,699 5) |
|
|
|
|
|
|
|
|
Employees as at 31 December (FTE) |
4,167 |
1,498 |
242 |
– |
5,907 |
1) Including the effects of IAS 19 from defined benefit plans and long-service awards of CHF 5.8 million
2) Of which elimination of intercompany positions of CHF -472.3 million and other unallocated amounts of CHF 1.7 million
3) Of which elimination of intercompany positions of CHF -472.3 million and other unallocated amounts of CHF 19.0 million
4) Of which non-cash investments of CHF 2.5 million
5) Of which non-cash investments of CHF 2.6 million
Geographic information 2023
|
in thousand CHF |
Switzerland |
Other countries |
Galenica Group |
|
Net sales to third parties |
3,705,756 |
40,255 |
3,746,011 |
|
Non-current assets 1) |
1,711,285 |
488 |
1,711,773 |
1) Without employee benefit assets, financial assets and deferred tax assets
4. Business combinations
Business combinations 2024
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 total purchase consideration amounted to CHF 23.0 million and was fully settled in cash. The fair value of the net identifiable assets amounts to CHF 6.4 million at the acquisition date. The goodwill of CHF 20.2 million was allocated to the operating segment Products & Care and corresponds to the added value of the pharmacies based on their locations and the know-how of the employees gained. Transaction costs were not material.
Business combinations
|
in thousand CHF |
2024 |
2023 |
|
Cash and cash equivalents |
3,580 |
3,961 |
|
Trade receivables |
3,367 |
1,407 |
|
Inventories |
1,751 |
4,161 |
|
Property, plant and equipment |
382 |
387 |
|
Right-of-use assets |
4,376 |
5,756 |
|
Intangible assets |
– |
9,333 |
|
Other current and non-current assets |
742 |
367 |
|
Trade payables |
–1,593 |
–437 |
|
Lease liabilities |
–4,376 |
–5,756 |
|
Net deferred tax liabilities |
95 |
–1,859 |
|
Employee benefit liabilities |
– |
–378 |
|
Other current and non-current liabilities |
–1,915 |
–1,914 |
|
Fair value of net assets |
6,409 |
15,029 |
|
Goodwill |
20,168 |
19,650 |
|
Purchase consideration |
26,577 |
34,679 |
|
Cash acquired |
–3,580 |
–3,961 |
|
Deferred consideration |
– |
–64 |
|
Contingent consideration |
– |
–2,385 |
|
Net cash flow from current business combinations |
22,997 |
28,268 |
|
Payment of consideration due to previous business combinations |
64 |
– |
|
Net cash flow from business combinations |
23,061 |
28,268 |
Pro forma figures for acquisitions made in 2024 for the full 2024 financial year
Since their inclusion in Galenica's scope of consolidation, the businesses acquired contributed net sales of CHF 24.6 million and a negative operating result (EBIT) of CHF 0.4 million to the Group's results. If these acquisitions had occurred on 1 January 2024, they would have contributed additional net sales of CHF 7.0 million and increased EBIT by CHF 0.1 million.
Business combinations 2023
Acquisition of Padma AG. On 30 January 2023, Galenica acquired 100% of the shares in the Swiss company Padma AG. Padma AG is the parent company of the Padma Group with its two operating companies Padma Europe GmbH (Austria based) and Padma Deutschland GmbH (Germany based). Padma specialises in the manufacture and distribution of herbal formulations derived from Tibetan medicine.
The total purchase considerations amounted to CHF 23.3 million, of which CHF 20.9 million was settled in cash. A contingent consideration in the amount of CHF 2.4 million was recognised, which is due in 2026 if certain financial and operational targets are achieved. The fair value of the net identifiable asset amounted to CHF 14.2 million at the acquisition date. The goodwill of CHF 9.1 million was allocated to the operating segment Products & Care and corresponds to added value based on the acquirer-specific synergies expected to arise from the acquisition in expanding its complementary medicine portfolio and expanding its range of reimbursable medicines and the know-how of the employees gained. Transaction costs were not material.
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 total purchase consideration amounted to CHF 11.4 million, of which CHF 11.3 million was settled in cash and CHF 0.1 million was recognised as deferred consideration, which was paid in 2024. The fair value of the net identifiable assets amounts to CHF 0.8 million at the acquisition date. The goodwill of CHF 10.6 million was allocated to the operating segment Products & Care and corresponds to the added value of the pharmacies based on their locations and the know-how of the employees gained. Transaction costs were not material.
Accounting principles business combinations
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. The profit or loss on deconsolidation is recognised in operating income or other operating costs.
Contingent consideration is measured at fair value at the acquisition date and qualifies as a financial instrument. It is remeasured to fair value and any difference is recognised in other financial income or other financial expenses.
The difference arise 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.
5. Net sales
Net sales 2024
Net sales 2024
|
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 |
1,278,232 |
86,838 |
1,365,070 |
–409 |
1,364,661 |
1,277,907 |
86,754 |
|
Pharmacies at Home |
72,679 |
4,572 |
77,251 |
– |
77,251 |
72,679 |
4,572 |
|
Retail (B2C) 1) |
1,350,594 |
91,410 |
1,442,004 |
–91 |
1,441,913 |
1,350,586 |
91,326 |
|
Products & Brands |
181,648 |
1,732 |
183,381 |
–89,728 |
93,653 |
92,130 |
1,523 |
|
Services for Professionals |
69,313 |
15,525 |
84,838 |
–27,942 |
56,896 |
54,561 |
2,335 |
|
Professionals (B2B) 1) |
250,988 |
17,223 |
268,210 |
–117,661 |
150,549 |
146,690 |
3,859 |
|
Products & Care 1) |
1,595,357 |
104,869 |
1,700,226 |
–107,763 |
1,592,462 |
1,497,277 |
95,185 |
|
Wholesale |
3,095,583 |
9,640 |
3,105,223 |
–853,435 |
2,251,789 |
2,244,698 |
7,090 |
|
Logistics & IT Services |
128 |
157,037 |
157,166 |
–82,566 |
74,600 |
168 |
74,432 |
|
Logistics & IT 1) |
3,095,711 |
145,733 |
3,241,444 |
–915,055 |
2,326,389 |
2,244,866 |
81,523 |
|
Group Services |
– |
53,656 |
53,656 |
–51,425 |
2,231 |
– |
2,231 |
|
Eliminations 2) |
–948,925 |
–125,319 |
–1,074,244 |
1,074,244 |
– |
– |
– |
|
Galenica Group |
3,742,143 |
178,938 |
3,921,081 |
– |
3,921,081 |
3,742,143 |
178,938 |
1) Including eliminations of intercompany net sales
2) Eliminations of intersegmental net sales
Net sales 2023
Net sales 2023
|
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 |
1,223,601 |
83,330 |
1,306,931 |
672 |
1,307,603 |
1,224,273 |
83,330 |
|
Pharmacies at Home |
74,410 |
4,509 |
78,918 |
–283 |
78,635 |
74,126 |
4,509 |
|
Retail (B2C) 1) |
1,297,725 |
87,838 |
1,385,564 |
674 |
1,386,237 |
1,298,399 |
87,838 |
|
Products & Brands |
175,674 |
1,458 |
177,132 |
–87,205 |
89,927 |
88,522 |
1,405 |
|
Services for Professionals |
63,116 |
15,819 |
78,934 |
–25,950 |
52,984 |
49,781 |
3,203 |
|
Professionals (B2B) 1) |
238,815 |
17,248 |
256,064 |
–113,153 |
142,911 |
138,303 |
4,607 |
|
Products & Care 1) |
1,534,129 |
101,504 |
1,635,633 |
–106,467 |
1,529,166 |
1,436,719 |
92,446 |
|
Wholesale |
2,942,635 |
10,097 |
2,952,732 |
–812,965 |
2,139,767 |
2,132,506 |
7,260 |
|
Logistics & IT Services |
390 |
143,575 |
143,965 |
–70,519 |
73,446 |
390 |
73,056 |
|
Logistics & IT 1) |
2,943,019 |
133,968 |
3,076,988 |
–863,775 |
2,213,213 |
2,132,896 |
80,316 |
|
Group Services |
– |
50,051 |
50,051 |
–46,418 |
3,633 |
– |
3,633 |
|
Eliminations 2) |
–907,536 |
–109,124 |
–1,016,661 |
1,016,661 |
– |
– |
– |
|
Galenica Group |
3,569,612 |
176,399 |
3,746,011 |
– |
3,746,011 |
3,569,612 |
176,399 |
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 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.
Where invoices are issued, payment terms in Switzerland usually range between 10 and 30 days, for both goods and services.
Sale of goods
For retail pharmacy sales, revenue is recognised at the point in time when the customer takes possession of the products at the point-of-sale and for wholesale transactions 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, healthcare and consultation services, the processing and sale of information and IT services as well as other contractually agreed services.
In the business area “Retail (B2C)“ sale of services mainly includes healthcare services and consultations sales. Most of sale of service in the business area “Professionals (B2B)” are in connection with marketing, purchase and other services for independent pharmacies or associates and joint ventures as well as providing education services for staff in pharmacies and drugstores. Depending on the service the performance obligations are either satisfied over time or at a point in time (i.e. when consultation took place).
In the business area “Logistics & IT Services” sale of services mainly includes pre-wholesale services and group external as well as group internal IT services and in the business area “Wholesale” sale of service mainly includes various logistic services. Depending on the service the performance obligations are either satisfied over time or at a point in time (i.e. when volumes are handled).
6. Other income
Other income
|
in thousand CHF |
2024 |
2023 |
|
Income from own work capitalised |
9,491 |
10,011 |
|
Rental income from operating leases |
551 |
1,690 |
|
Gain on disposal of property, plant and equipment |
3,308 |
703 |
|
Other operating income |
2,872 |
4,636 |
|
Other income |
16,223 |
17,040 |
7. Personnel costs
Personnel costs
|
in thousand CHF |
2024 |
2023 |
|
Salaries and wages |
476,846 |
449,756 |
|
Social security costs and pension expenses |
68,459 |
60,040 |
|
Other personnel costs |
37,422 |
41,188 |
|
Personnel costs |
582,726 |
550,984 |
|
|
|
|
|
Average number of employees (FTE) |
6,090 |
5,770 |
Social security costs and pension expenses contain expenses for defined benefit plans of CHF 33.9 million (previous year: expenses of CHF 26.6 million) (refer to note 24). Salaries and wages includes expenses for share-based payments of CHF 6.0 million (previous year: CHF 4.3 million) (refer to note 29).
8. Other operating costs
Other operating costs
|
in thousand CHF |
2024 |
2023 |
|
Maintenance and repairs |
32,857 |
29,380 |
|
Transport and shipping costs |
44,116 |
42,158 |
|
Other operating and production costs |
21,420 |
19,119 |
|
Rental and other lease expenses 1) |
10,510 |
10,997 |
|
Administration costs |
50,375 |
57,514 |
|
Marketing and sales costs |
32,538 |
42,038 |
|
Non-income taxes |
1,579 |
1,088 |
|
Loss on disposal of property, plant and equipment |
6 |
34 |
|
Other operating costs |
193,402 |
202,328 |
1) Of which other lease expenses (incidental expenses) of CHF 3.9 million (previous year: CHF 5.6 million)
Research and development
During the reporting period, expenses for research and development totalling CHF 14.0 million were recognised directly in other operating costs (previous year: CHF 12.7 million).
9. Financial result
Financial result
|
in thousand CHF |
2024 |
2023 |
|
Interest income |
1,619 |
1,749 |
|
Net interest income from employee benefit plans |
398 |
129 |
|
Net remeasurement of change in fair value of contingent consideration liabilities |
10,600 |
10,057 |
|
Other financial income |
337 |
76 |
|
Net gain on foreign exchange |
425 |
– |
|
Financial income |
13,379 |
12,012 |
|
|
|
|
|
Interest expense |
9,538 |
6,515 |
|
Interest expense on lease liabilities |
3,116 |
2,951 |
|
Other financial costs |
494 |
6,343 |
|
Net loss on foreign exchange |
– |
388 |
|
Financial expenses |
13,148 |
16,198 |
|
|
|
|
|
Net financial result |
–230 |
4,186 |
10. Earnings per share
Number of outstanding shares
|
|
2024 |
2023 |
|
Total number of shares |
50,000,000 |
50,000,000 |
|
Average number of treasury shares |
–157,074 |
–151,779 |
|
Average number of outstanding shares |
49,842,926 |
49,848,221 |
|
Effect from share-based payments |
43,301 |
46,724 |
|
Theoretical average number of outstanding shares (diluted) |
49,886,227 |
49,894,945 |
Earnings per share
|
|
2024 |
2023 |
|
Earnings per share |
|
|
|
Net profit – attributable to shareholders of Galenica Ltd. (in thousand CHF) |
182,951 |
285,367 |
|
Earnings per share (in CHF) |
3.67 |
5.72 |
|
Diluted earnings per share (in CHF) |
3.67 |
5.72 |
|
Earnings per share from continuing operations |
|
|
|
Profit from continuing operations - attributable to shareholders of Galenica Ltd. (in thousand CHF) |
183,031 |
164,919 |
|
Earnings per share from continuing operations (in CHF) |
3.67 |
3.31 |
|
Diluted earnings per share from continuing operations (in CHF) |
3.67 |
3.31 |
|
Earnings per share from discontinued operations |
|
|
|
Profit from discontinued operations - attributable to shareholders of Galenica Ltd. (in thousand CHF) |
–80 |
120,448 |
|
Earnings per share from discontinued operations (in CHF) |
– |
2.42 |
|
Diluted earnings per share from discontinued operations (in CHF) |
– |
2.41 |
11. Income taxes
Income taxes
|
in thousand CHF |
2024 |
2023 |
|
Current income taxes |
33,732 |
29,634 |
|
Income taxes of prior periods |
–1,419 |
114 |
|
Deferred income taxes |
–1,415 |
–503 |
|
Income taxes from continuing operations |
30,898 |
29,245 |
|
Income taxes related to discontinued operations |
–21 |
5,766 |
|
Total income taxes |
30,877 |
35,012 |
Tax reconciliation
|
in thousand CHF |
2024 |
2023 |
|
Earnings before taxes from continuing operations |
214,597 |
194,949 |
|
Earnings before taxes from discontinued operations |
–101 |
126,214 |
|
Earnings before income taxes |
214,496 |
321,163 |
|
Weighted income tax rate in % of accounting profit |
18.3% |
17.7% |
|
Expected income taxes |
39,290 |
56,971 |
|
Effects due to the sale of participation of discontinued operations (not taxable) |
– |
–14,116 |
|
Effects of changes in tax rates |
373 |
–290 |
|
Effects of unrecognised losses in the current year |
72 |
50 |
|
Realisation of unrecognised tax losses of prior periods |
–43 |
–668 |
|
Recognition of tax losses of prior periods |
–390 |
–1,570 |
|
Remeasurement contingent consideration liabilities from business combinations (not taxable) |
–2,173 |
–2,112 |
|
Effects of changes in investments (write-down/reversal of write down) |
–7,122 |
–828 |
|
Income taxes of prior periods |
–1,419 |
114 |
|
Other items |
2,289 |
–2,539 |
|
Effective income taxes |
30,877 |
35,012 |
|
Effective income tax rate in % of accounting profit |
14.4% |
10.9% |
|
– of which income taxes attributable to continuing operations (reported in the statement of income) |
30,898 |
29,245 |
|
– effective income tax rate attributable to continuing operations in % of EBT |
14.4% |
15.0% |
|
– of which income taxes attributable to discontinued operations |
–21 |
5,766 |
Deferred taxes
|
|
|
|
2024 |
|
2023 |
|
|
in thousand CHF |
Deferred tax assets |
Deferred tax liabilities |
Net carrying amount |
Deferred tax assets |
Deferred tax liabilities |
Net carrying amount |
|
Current assets |
3,871 |
–26,686 |
–22,815 |
3,914 |
–27,000 |
–23,086 |
|
Property, plant and equipment |
24 |
–2,122 |
–2,098 |
29 |
–2,518 |
–2,489 |
|
Right-of-use assets |
– |
–38,835 |
–38,835 |
– |
–38,944 |
–38,944 |
|
Intangible assets |
2,909 |
–25,561 |
–22,652 |
6,331 |
–24,917 |
–18,587 |
|
Investments |
– |
–690 |
–690 |
– |
–685 |
–685 |
|
Financial assets |
– |
–2,025 |
–2,025 |
– |
–20,211 |
–20,211 |
|
Lease liabilities |
39,988 |
– |
39,988 |
40,044 |
– |
40,044 |
|
Provisions |
– |
–737 |
–737 |
– |
–953 |
–953 |
|
Employee benefit plans |
3,155 |
– |
3,155 |
3,460 |
–3,677 |
–217 |
|
Other temporary differences |
641 |
–1,823 |
–1,182 |
295 |
–1,856 |
–1,561 |
|
Shareholders' equity |
614 |
– |
614 |
734 |
– |
734 |
|
Deferred taxes due to temporary differences |
51,203 |
–98,480 |
–47,277 |
54,806 |
–120,761 |
–65,956 |
|
Tax loss carryforwards |
5,098 |
– |
5,098 |
1,440 |
– |
1,440 |
|
Gross deferred taxes |
56,301 |
–98,480 |
–42,179 |
56,246 |
–120,761 |
–64,515 |
|
Netting of assets and liabilities |
–51,837 |
51,837 |
|
–51,300 |
51,300 |
|
|
Net deferred taxes |
4,464 |
–46,643 |
|
4,946 |
–69,461 |
|
Analysis of net deferred taxes
|
in thousand CHF |
2024 |
2023 |
|
1 January |
–64,515 |
–45,126 |
|
Recognised as income taxes in profit or loss |
|
|
|
– Change in temporary differences |
–1,826 |
–1,112 |
|
– Fiscal realisation of recognised tax loss carryforwards |
–563 |
–342 |
|
– Tax loss carryforwards taken into account for the first time |
4,178 |
1,666 |
|
– Effects of changes in tax rates |
–373 |
290 |
|
Recognised in other comprehensive income |
20,728 |
–13,940 |
|
Recognised in shareholders' equity (related to share-based payments) |
71 |
146 |
|
Addition to scope of consolidation |
95 |
–1,859 |
|
Disposal from scope of consolidation |
– |
1,593 |
|
Discontinued operations |
– |
–5,766 |
|
Translation differences |
27 |
–66 |
|
31 December |
–42,179 |
–64,515 |
Temporary differences on which no deferred taxes have been recognised
|
in thousand CHF |
2024 |
2023 |
|
Investments in subsidiaries |
337,862 |
399,402 |
Tax loss carryforwards and tax credits
|
|
|
2024 |
|
2023 |
|
in thousand CHF |
Tax loss carryforwards / tax credits |
Tax effect |
Tax loss carryforwards / tax credits |
Tax effect |
|
Tax loss carryforwards and tax credits |
28,805 |
5,116 |
6,728 |
1,491 |
|
– of which capitalised as deferred tax assets |
–5,007 |
–1,122 |
–6,336 |
–1,427 |
|
– of which netted with deferred tax liabilities |
–23,666 |
–3,976 |
–95 |
–13 |
|
Unrecognised tax loss carryforwards and tax credits |
132 |
18 |
297 |
51 |
|
Of which expire: |
|
|
|
|
|
– within 1 year |
– |
– |
– |
– |
|
– in 2 to 5 years |
– |
– |
289 |
49 |
|
– in more than 5 years |
132 |
18 |
9 |
1 |
OECD Pillar Two model rules
The OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting (BEPS) addresses tax challenges from the digital economy, introducing the Global Anti-Base Erosion Model Rules (Pillar Two), applicable to multinational enterprises (MNEs) with revenues over EUR 750 million. Galenica is within the scope of the OECD Pillar Two model rules. Galenica applies the mandatory exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023.
The Pillar Two model rules were adopted in Switzerland at the end of 2023 and are applicable starting from 1 January 2024. According to these rules, Galenica is considered a multinational enterprise to which the Pillar Two rules shall be applied. At the same time, Pillar Two legislation has been enacted or substantively enacted in several other jurisdictions in which the Group operates effective for the financial year beginning 1 January 2024. Galenica has performed an assessment of its potential exposure to Pillar Two income taxes based on 2024 financial information for the constituent entities in the Group. The Pillar Two effective tax rates in all the jurisdictions in which the Group operates is above 15% according to transitional safe harbour rules and expects there to be no top-up taxes for the financial year 2024. Galenica continues to follow Pillar Two legislative developments to evaluate the potential future impact on its consolidated results of operations, financial position and cash flows.
12. Discontinued operations
On 30 March 2023 Galenica announced the combination of the business activities of the specialty pharmacy Mediservice Ltd. (including Curarex swiss AG) and the online pharmacy redcare-apotheke.ch in a strategic partnership with Redcare Pharmacy N.V. The closing of the transaction occurred on 16 May 2023.
Through the transaction, Galenica sold 51% of the shares of Mediservice Ltd. to Redcare Pharmacy N.V. The total purchase consideration amounted to CHF 215.5 million, consisting of a 6.1% investment in the listed company Redcare Pharmacy N.V., Netherlands with a fair value of CHF 109.5 million and the retained 49% participation in Mediservice Ltd. (including the online pharmacy shop-apotheke.ch) with a fair value of CHF 106.0 million. The remaining 49% participation in Mediservice Ltd. is accounted for as an investment in an associate.
At the date of disposal, the purchase consideration was reduced by an estimated amount of CHF 10.6 million which is contingent on net working capital developments as well as certain market developments and will become due between 2024 and 2027. In 2024 the remeasurement of the contingent consideration liability resulted in a change in fair value of minus CHF 0.1 million (previous year: CHF 7.7 million) which was allocated to the net profit from discontinued operations.
Gain on sale of discontinued operations
|
in thousand CHF |
2024 |
2023 |
|
Fair value of received equity instruments |
– |
109,456 |
|
Fair value of retained at equity investment in former subsidiary |
– |
106,011 |
|
Contingent considerations |
– |
–10,594 |
|
Total considerations received / interest retained |
– |
204,873 |
|
|
|
|
|
Carrying amount of net assets disposed |
– |
–86,776 |
|
Transaction costs |
– |
–813 |
|
Income taxes related to the sale of the discontinued operations |
– |
–5,515 |
|
|
|
|
|
Gain on sale of discontinued operations as per date of disposal |
– |
111,769 |
|
|
|
|
|
Net remeasurement of change in fair value of contingent consideration liabilities related to sale of discontinued operations |
–80 |
7,663 |
|
Gain on sale of discontinued operations |
–80 |
119,432 |
The table below shows the financial performance of the discontinued operations in the previous year.
Statement of income of discontinued operations
|
in thousand CHF |
1.1.– 16.5.2023 |
|
Net sales |
164,487 |
|
Other income |
18 |
|
Expenses |
–163,238 |
|
Earnings before tax (EBT) from discontinued operations |
1,266 |
|
|
|
|
Income taxes |
–251 |
|
|
|
|
Net profit from discontinued operations |
1,015 |
Accounting principles discontinued operations
A disposal group is classified as a discontinued operation if it represents a separate major line of business or geographical business unit. Discontinued operations are not included in the result from continuing operations and are reported separately in the consolidated statement of income as profit from discontinued operations. The prior period amounts in the income statement and in the consolidated statement of cash flows are adjusted for comparison purposes. The elimination of intercompany transactions between continuing and discontinued operations is adjusted in order to reflect the impact of these transactions in continuing operations going forward. Therefore, intercompany transactions with the discontinued operations are treated as third parties transaction in the continuing operation.
13. Trade and other receivables
Trade and other receivables
|
in thousand CHF |
2024 |
2023 |
|
Trade receivables |
468,568 |
502,036 |
|
Bad debt allowances |
–8,286 |
–16,044 |
|
Other receivables |
39,717 |
32,301 |
|
Trade and other receivables |
499,999 |
518,293 |
Change in bad debt allowances for trade receivables
|
in thousand CHF |
2024 |
2023 |
|
1 January |
–16,044 |
–9,752 |
|
Addition |
–1,743 |
–8,053 |
|
Use |
7,460 |
526 |
|
Reversal |
2,042 |
775 |
|
Disposal from scope of consolidation |
– |
454 |
|
Translation differences |
–1 |
6 |
|
31 December |
–8,286 |
–16,044 |
Maturity profile of trade receivables
|
|
|
|
2024 |
|
|
2023 |
|
in thousand CHF |
Gross trade receivables |
Bad debt allowances |
Net trade receivables |
Gross trade receivables |
Bad debt allowances |
Net trade receivables |
|
Not past due |
403,591 |
–3,596 |
399,995 |
407,341 |
–4,752 |
402,589 |
|
Past due: |
|
|
|
|
|
|
|
– 1 to 30 days |
46,149 |
–1,016 |
45,133 |
69,219 |
–994 |
68,226 |
|
– 31 to 60 days |
7,192 |
–831 |
6,361 |
7,920 |
–176 |
7,744 |
|
– 61 to 90 days |
2,466 |
–791 |
1,675 |
1,936 |
–230 |
1,706 |
|
– more than 90 days |
9,170 |
–2,052 |
7,118 |
15,620 |
–9,892 |
5,728 |
|
Total |
468,568 |
–8,286 |
460,282 |
502,036 |
–16,044 |
485,992 |
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).
Any impairment losses are recognised in profit or loss in other operating costs.
14. Inventories
Inventories
|
|
|
|
2024 |
|
|
2023 |
|
in thousand CHF |
Raw material and merchandise 1) |
Semi-finished and finished goods 2) |
Total inventories |
Raw material and merchandise 1) |
Semi-finished and finished goods 2) |
Total inventories |
|
Gross carrying amount as at 1 January |
366,064 |
9,550 |
375,614 |
331,281 |
4,162 |
335,443 |
|
Change in inventories |
4,056 |
1,407 |
5,463 |
50,603 |
3,725 |
54,328 |
|
Addition to scope of consolidation |
1,751 |
– |
1,751 |
2,431 |
1,730 |
4,161 |
|
Disposal from scope of consolidation |
– |
– |
– |
–18,174 |
– |
–18,174 |
|
Translation differences |
10 |
12 |
22 |
–77 |
–67 |
–145 |
|
Gross carrying amount as at 31 December |
371,881 |
10,969 |
382,850 |
366,064 |
9,550 |
375,614 |
|
|
|
|
|
|
|
|
|
Allowance as at 1 January |
–17,006 |
–1,512 |
–18,518 |
–19,744 |
–540 |
–20,283 |
|
Addition |
–3,821 |
–672 |
–4,493 |
–2,309 |
–1,085 |
–3,395 |
|
Reversal / use |
2,971 |
252 |
3,223 |
5,026 |
109 |
5,135 |
|
Disposal from scope of consolidation |
– |
– |
– |
6 |
– |
6 |
|
Translation differences |
–3 |
–3 |
–6 |
15 |
4 |
19 |
|
Allowance as at 31 December |
–17,860 |
–1,935 |
–19,795 |
–17,006 |
–1,512 |
–18,518 |
|
|
|
|
|
|
|
|
|
Net carrying amount as at 31 December |
354,021 |
9,034 |
363,055 |
349,058 |
8,038 |
357,096 |
1) Including prepayments to suppliers
2) Including consumables / auxiliary material
Accounting principles inventories
The weighted average method is primarily used to determine cost for raw materials and merchandise. Semi-finished and finished goods are carried at the lower of cost of direct materials and labour and net realisable value.
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.
15. Property, plant and equipment
Property, plant and equipment
|
in thousand CHF |
Real estate |
Assets under construction |
Warehouse equipment |
Furniture, fittings |
Other property, plant and equipment |
Total property, plant and equipment |
|
Net carrying amount as at 31.12.2022 |
159,544 |
1,958 |
41,465 |
21,877 |
24,650 |
249,495 |
|
Addition |
23,016 |
1,993 |
4,949 |
8,202 |
7,959 |
46,119 |
|
Disposal |
–283 |
– |
– |
– |
–112 |
–394 |
|
Reclassification |
167 |
–822 |
206 |
73 |
376 |
– |
|
Depreciation |
–14,108 |
– |
–6,354 |
–5,190 |
–9,572 |
–35,224 |
|
Addition to scope of consolidation |
– |
– |
64 |
223 |
100 |
387 |
|
Disposal from scope of consolidation |
–318 |
– |
–333 |
–31 |
– |
–681 |
|
Net carrying amount as at 31.12.2023 |
168,019 |
3,129 |
39,996 |
25,156 |
23,402 |
259,702 |
|
Addition |
16,007 |
2,654 |
5,578 |
6,507 |
5,277 |
36,023 |
|
Disposal |
–714 |
– |
–63 |
–24 |
–235 |
–1,037 |
|
Reclassification |
772 |
–1,375 |
392 |
– |
212 |
– |
|
Depreciation |
–16,341 |
– |
–6,096 |
–5,377 |
–9,580 |
–37,394 |
|
Addition to scope of consolidation |
– |
– |
– |
359 |
23 |
382 |
|
Net carrying amount as at 31.12.2024 |
167,743 |
4,408 |
39,807 |
26,620 |
19,098 |
257,676 |
|
|
|
|
|
|
|
|
|
Overview as at 31.12.2023 |
|
|
|
|
|
|
|
Cost |
344,854 |
3,129 |
116,950 |
119,677 |
71,152 |
655,763 |
|
Accumulated depreciation and impairment |
–176,835 |
– |
–76,954 |
–94,522 |
–47,750 |
–396,060 |
|
Net carrying amount as at 31.12.2023 |
168,019 |
3,129 |
39,996 |
25,156 |
23,402 |
259,702 |
|
|
|
|
|
|
|
|
|
Overview as at 31.12.2024 |
|
|
|
|
|
|
|
Cost |
357,799 |
4,408 |
122,524 |
125,266 |
67,806 |
677,802 |
|
Accumulated depreciation and impairment |
–190,056 |
– |
–82,716 |
–98,645 |
–48,708 |
–420,126 |
|
Net carrying amount as at 31.12.2024 |
167,743 |
4,408 |
39,807 |
26,620 |
19,098 |
257,676 |
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 |
|
Manufacturing equipment |
5 – 15 |
|
Furniture, fittings |
5 – 10 |
|
IT equipment |
3 – 10 |
|
Vehicles |
3 – 10 |
Other property, plant and equipment consists of manufacturing equipment, IT equipment and vehicles.
When items of property, plant and equipment are sold or derecognised, gains are recognised in other income and losses in other operating costs.
16. Leases
Right-of-use assets
|
in thousand CHF |
Real estate |
Other right of-use assets |
Total right-of-use assets |
|
Net carrying amount as at 31.12.2022 |
226,489 |
196 |
226,685 |
|
Addition |
22,104 |
139 |
22,243 |
|
Reassessment of existing lease contracts |
31,297 |
5 |
31,302 |
|
Depreciation |
–52,726 |
–118 |
–52,844 |
|
Impairment |
–37 |
– |
–37 |
|
Reversal of impairment |
508 |
– |
508 |
|
Addition to scope of consolidation |
5,756 |
– |
5,756 |
|
Disposal from scope of consolidation |
–4,025 |
– |
–4,025 |
|
Translation differences |
– |
–6 |
–6 |
|
Net carrying amount as at 31.12.2023 |
229,366 |
217 |
229,583 |
|
Addition |
19,055 |
88 |
19,143 |
|
Reassessment of existing lease contracts |
28,905 |
–7 |
28,898 |
|
Depreciation |
–52,718 |
–117 |
–52,834 |
|
Impairment |
–98 |
– |
–98 |
|
Reversal of impairment |
49 |
– |
49 |
|
Addition to scope of consolidation |
4,376 |
– |
4,376 |
|
Translation differences |
– |
1 |
1 |
|
Net carrying amount as at 31.12.2024 |
228,936 |
182 |
229,118 |
Lease liabilities
|
in thousand CHF |
2024 |
2023 |
|
Net carrying amount as at 1 January |
236,041 |
233,178 |
|
Addition |
19,143 |
22,243 |
|
Reassessment of existing lease contracts |
28,902 |
31,299 |
|
Interest expense on lease liabilities |
3,116 |
2,972 |
|
Repayment of lease liabilities (including interest) |
–55,691 |
–55,173 |
|
Addition to scope of consolidation |
4,376 |
5,756 |
|
Disposal from scope of consolidation |
– |
–4,228 |
|
Translation differences |
1 |
–6 |
|
Net carrying amount as at 31 December |
235,887 |
236,041 |
|
– of which current lease liabilities |
52,693 |
50,484 |
|
– of which non-current lease liabilities |
183,195 |
185,557 |
Leases recognised in profit or loss
|
in thousand CHF |
2024 |
2023 |
|
Rental income from operating leases (included in other income) |
551 |
1,690 |
|
Short-term lease expense (included in other operating costs) |
–1,494 |
–1,282 |
|
Low-value lease expense (included in other operating costs) |
–731 |
–51 |
|
Variable lease expense (included in other operating costs) |
–4,339 |
–4,045 |
|
Depreciation of right-of-use assets |
–52,834 |
–52,580 |
|
Impairment of right-of-use assets |
–98 |
–37 |
|
Reversal of impairment of right-of-use assets |
49 |
508 |
|
Interest expense on lease liabilities |
–3,116 |
–2,951 |
The total cash outflow for leases including short-term leases, leases of low-value-assets and variable lease expenses was CHF 62.3 million (previous year: CHF 60.3 million).
Maturity profile of undiscounted lease liabilities
|
in thousand CHF |
2024 |
2023 |
|
Up to 3 months |
13,922 |
13,477 |
|
In 3 to 12 months |
41,317 |
39,648 |
|
In 2 years |
49,867 |
47,719 |
|
In 3 years |
40,933 |
39,588 |
|
In 4 to 5 years |
56,091 |
57,021 |
|
In 6 to 10 years |
38,745 |
43,829 |
|
In more than 10 years |
4,520 |
5,003 |
|
Total future cash flows from undiscounted lease liabilities |
245,395 |
246,284 |
Possible future cash outflows related to extension options in an amount of CHF 213.8 million (previous year: CHF 192.6 million) are not included in lease liabilities because it is not reasonably certain that these options will be exercised.
The cash outflows for variable lease expenses in 2025 is expected to be similar to the amount recognised in 2024.
Galenica has entered into various lease contracts that have not yet commenced as at 31 December 2024. The future lease payments for these non-cancellable lease contracts amount to CHF 40.1 million (previous year: CHF 40.3 million).
Accounting principles leases
Galenica has lease contracts for furniture, 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).
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).
17. 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 31.12.2022 |
10,422 |
82,720 |
92,267 |
914,703 |
1,100,112 |
|
Addition |
508 |
– |
32,191 |
– |
32,699 |
|
Amortisation |
–2,974 |
– |
–12,783 |
– |
–15,757 |
|
Addition to scope of consolidation |
392 |
8,940 |
– |
19,650 |
28,983 |
|
Disposal from scope of consolidation |
– |
– |
–4,471 |
–63,046 |
–67,517 |
|
Translation differences |
–16 |
– |
–1 |
– |
–17 |
|
Net carrying amount as at 31.12.2023 |
8,332 |
91,660 |
107,204 |
871,307 |
1,078,503 |
|
Addition |
392 |
– |
36,350 |
– |
36,742 |
|
Disposal |
– |
– |
–74 |
– |
–74 |
|
Amortisation |
–2,677 |
– |
–16,824 |
– |
–19,501 |
|
Addition to scope of consolidation |
– |
– |
– |
20,168 |
20,168 |
|
Translation differences |
6 |
– |
– |
– |
6 |
|
Net carrying amount as at 31.12.2024 |
6,054 |
91,660 |
126,656 |
891,475 |
1,115,844 |
|
|
|
|
|
|
|
|
Overview as at 31.12.2023 |
|
|
|
|
|
|
Cost |
22,863 |
91,660 |
168,294 |
871,307 |
1,154,124 |
|
Accumulated amortisation and impairment |
–14,530 |
– |
–61,090 |
– |
–75,620 |
|
Net carrying amount as at 31.12.2023 |
8,332 |
91,660 |
107,204 |
871,307 |
1,078,503 |
|
|
|
|
|
|
|
|
Overview as at 31.12.2024 |
|
|
|
|
|
|
Cost |
23,260 |
91,660 |
202,484 |
891,475 |
1,208,879 |
|
Accumulated amortisation and impairment |
–17,206 |
– |
–75,829 |
– |
–93,035 |
|
Net carrying amount as at 31.12.2024 |
6,054 |
91,660 |
126,656 |
891,475 |
1,115,844 |
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, Padma and Spagyros in the operating segment Products & Care. The recoverable amount 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 |
2024 |
2023 |
|
Carrying amount |
91,660 |
91,660 |
|
Growth rate |
1.2% |
1.0% |
|
Pre-tax discount rate |
7.2% |
7.0% |
According to the results of impairment testing for 2024 and 2023 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 EBIT margins or lower perpetual growth rates. The sensitivity analysis for 2024 and 2023 did not reveal that a reasonable possible change in assumption would lead to an impairment.
Goodwill
Goodwill
|
|
|
2024 |
|
2023 |
||
|
in thousand CHF |
Carrying amount |
Growth rate |
Pre-tax discount rate |
Carrying amount |
Growth rate |
Pre-tax discount rate |
|
Products & Care |
805,928 |
1.2% |
7.2% |
785,760 |
1.0% |
7.1% |
|
Logistics & IT |
85,547 |
1.2% |
7.2% |
85,547 |
1.0% |
7.1% |
|
Total |
891,475 |
|
|
871,307 |
|
|
According to the results of impairment testing for 2024 and 2023 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 EBIT margins or lower perpetual growth rates. The sensitivity analysis for 2024 and 2023 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.
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 in the fourth quarter of the year, or more frequently if there are indications of 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 in the fourth quarter of the year, 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.
18. Investments in associates and joint ventures
Investments in associates
Investments in associates
|
in thousand CHF |
2024 |
2023 |
|
Net carrying amount as at 1 January |
112,969 |
3,108 |
|
Share of profit from associates |
257 |
1,576 |
|
Remeasurement of net defined benefit plans from associates |
405 |
–1,226 |
|
Investments |
2,071 |
109,511 1) |
|
Dividends received |
–2,973 |
– |
|
Net carrying amount as at 31 December |
112,729 |
112,969 |
1) Including contribution of fair value of retained at equity investment in former subsidiary of CHF 106.0 million (refer to note 12, Discontinued operations)
Mediservice is the only significant associate of Galenica. Mediservice as specialty pharmacy offers a range of services for chronic and rare disease. Furthermore, Mediservice operates the pure online pharmacy Redcare-apotheke.ch and is registered in Zuchwil, Switzerland. Galenica owns 49% of the share capital and voting rights, Redcare Pharmacy N.V., Netherlands owns 51% of the share capital and voting rights.
Condensed financial information of Mediservice
|
in thousand CHF |
2024 |
2023 |
|
Current assets |
80,601 |
91,182 |
|
Non-current assets |
200,737 |
202,811 |
|
Current liabilities |
59,752 |
66,702 |
|
Non-current liabilities |
7,269 |
9,432 |
|
Equity before appropriation of earnings |
214,317 |
217,859 |
|
Operating income |
471,376 |
295,665 1) |
|
EBIT |
1,655 |
4,526 1) |
|
Net profit |
1,632 |
4,011 1) |
|
Remeasurement of net defined benefit plans recognised in other comprehensive income |
826 |
-2,502 1) |
1) Figures as from 16 May to 31 December 2023
The net carrying amount of the investment in Mediservice is CHF 105.0 million as at 31 December 2024 (previous year: CHF 106.8 million). Unrealised profits on inventory are not considered in these amounts.
Investments in joint ventures
Investments in joint ventures
|
in thousand CHF |
2024 |
2023 |
|
Net carrying amount as at 1 January |
31,016 |
29,574 |
|
Share of profit from joint ventures |
5,951 |
5,263 |
|
Remeasurement of net defined benefit plans from joint ventures |
95 |
–403 |
|
Investments |
– |
991 |
|
Dividends received |
–4,704 |
–4,410 |
|
Net carrying amount as at 31 December |
32,358 |
31,016 |
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.
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 |
2024 |
2023 |
|
Current assets |
46,860 |
50,922 |
|
Non-current assets |
104,643 |
101,604 |
|
– of which right-of-use assets |
38,314 |
39,581 |
|
Current liabilities |
51,101 |
53,720 |
|
– of which current lease liabilities |
9,727 |
10,159 |
|
Non-current liabilities |
35,487 |
37,128 |
|
– of which non-current lease liabilities |
29,351 |
30,786 |
|
Equity before appropriation of earnings |
64,915 |
61,678 |
|
Operating income |
293,095 |
277,816 |
|
EBIT |
16,324 |
14,625 |
|
Net profit |
12,644 |
11,165 |
|
Remeasurement of net defined benefit plans recognised in other comprehensive income |
194 |
–822 |
The net carrying amount of the investment in Coop Vitality is CHF 31.8 million as at 31 December 2024 (previous year: CHF 30.2 million). Unrealised profits on inventory are not considered in these amounts.
19. Financial assets
Financial assets
|
in thousand CHF |
2024 |
2023 |
|
Loans |
13,845 |
11,767 |
|
Rental deposits |
5,248 |
4,954 |
|
Other financial assets |
780 |
926 |
|
Loans and other financial assets |
19,873 |
17,647 |
|
Equity instruments at fair value through profit or loss |
2,515 |
2,536 |
|
Equity instruments at fair value through other comprehensive income |
264,541 |
200,030 |
|
Financial assets |
286,929 |
220,214 |
Accounting principles financial assets
Non-current financial assets comprise loans, time deposits with a term to maturity of more than twelve months, rental deposits, equity instruments 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.
20. Financial liabilities
Financial liabilities
|
in thousand CHF |
2024 |
2023 |
|
Bank loans |
– |
30,000 |
|
Loans |
24,503 |
28,053 |
|
Mortgages |
– |
1,229 |
|
Liabilities to pension funds |
14,365 |
10,708 |
|
Bonds |
519,811 |
419,871 |
|
Contingent consideration liabilities from business combinations |
30,907 |
41,507 |
|
Other financial liabilities |
8,506 |
7,431 |
|
Financial liabilities |
598,093 |
538,799 |
|
– of which current financial liabilities |
58,385 |
70,231 |
|
– of which non-current financial liabilities |
539,708 |
468,569 |
Bonds
|
in thousand CHF |
ISIN |
Nominal |
Coupon |
2024 |
2023 |
|
Straight Bond (15 June 2017 - 15 December 2026) |
CH0367206700 |
180,000 |
1.00% |
180,080 |
180,120 |
|
Straight Bond (8 May 2023 - 8 November 2029) |
CH1255924453 |
240,000 |
2.35% |
239,791 |
239,751 |
|
Straight Bond (30 April 2024 - 30 April 2031) |
CH1331113634 |
100,000 |
1.65% |
99,940 |
– |
|
Bonds |
|
520,000 |
|
519,811 |
419,871 |
Cash flow from financial liabilities and lease liabilities 2024
|
in thousand CHF |
01.01.2024 |
Proceeds from financial liabilities |
Repayment of financial liabilities |
Addition to scope of consolidation |
Other changes |
31.12.2024 |
|
Bank loans |
30,000 |
160,000 |
–190,000 |
– |
– |
– |
|
Loans |
28,053 |
1,150 |
–4,810 |
– |
110 |
24,503 |
|
Mortgages |
1,229 |
– |
–1,229 |
– |
– |
– |
|
Liabilities to pension funds |
10,708 |
3,560 |
– |
– |
97 |
14,365 |
|
Private placement (notes) |
– |
45,000 |
–45,000 |
– |
– |
– |
|
Bonds |
419,871 |
99,934 |
– |
– |
6 |
519,811 |
|
Contingent consideration liabilities from business combinations |
41,507 |
– |
– |
– |
–10,600 |
30,907 |
|
Other financial liabilities |
7,431 |
– |
– |
– |
1,075 |
8,506 |
|
Financial liabilities |
538,799 |
309,645 |
–241,039 |
– |
–9,312 |
598,093 |
|
Lease liabilities |
236,041 |
– |
–52,576 |
4,376 |
48,046 |
235,887 |
|
Financial liabilities and lease liabilities |
774,841 |
309,645 |
–293,615 |
4,376 |
38,733 |
833,980 |
Cash flow from financial liabilities and lease liabilities 2023
|
in thousand CHF |
01.01.2023 |
Proceeds from financial liabilities |
Repayment of financial liabilities |
Addition to scope of consolidation |
Disposal from scope of consolidation |
Other changes |
31.12.2023 |
|
Bank loans |
– |
60,000 |
–30,000 |
– |
– |
– |
30,000 |
|
Loans |
6,320 |
22,320 |
–653 |
– |
– |
66 |
28,053 |
|
Mortgages |
1,241 |
– |
–12 |
– |
– |
– |
1,229 |
|
Liabilities to pension funds |
12,099 |
5 |
–1,900 |
– |
– |
504 |
10,708 |
|
Private placement (notes) |
– |
55,000 |
–55,000 |
– |
– |
– |
– |
|
Bonds |
380,194 |
239,726 |
–200,000 |
– |
– |
–48 |
419,871 |
|
Contingent consideration liabilities from business combinations |
49,180 |
– |
– |
– |
– |
–7,672 |
41,507 |
|
Other financial liabilities |
4,279 |
– |
– |
– |
– |
3,152 |
7,431 |
|
Financial liabilities |
453,312 |
377,051 |
–287,565 |
– |
– |
–3,998 |
538,799 |
|
Lease liabilities |
233,178 |
– |
–52,201 |
5,756 |
–4,228 |
53,536 |
236,041 |
|
Financial liabilities and lease liabilities |
686,490 |
377,051 |
–339,766 |
5,756 |
–4,228 |
49,538 |
774,841 |
21. Trade and other payables
Trade and other payables
|
in thousand CHF |
2024 |
2023 |
|
Trade payables |
418,274 |
384,774 |
|
Contract liabilities |
10,381 |
9,500 |
|
Other payables |
26,693 |
23,168 |
|
Trade and other payables |
455,348 |
417,442 |
Contract liabilities are generally recognised in revenue within 12 months.
22. Provisions
Provisions
|
in thousand CHF |
2024 |
2023 |
|
1 January |
5,558 |
4,684 |
|
Addition |
654 |
4,136 |
|
Use |
–760 |
–2,304 |
|
Reversal |
–372 |
–1,702 |
|
Addition to scope of consolidation |
176 |
745 |
|
31 December |
5,256 |
5,558 |
|
– of which current provisions |
4,983 |
4,880 |
|
– of which non-current provisions |
273 |
678 |
Provisions are recognised for the estimated cost on damage, contractual liabilities, customer complaints, litigation risk and ongoing legal proceedings.
23. 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.
Galenica entered into various obligations regarding the purchase of services, goods, and equipment as part of its ordinary business operations.
Galenica has signed purchase agreements to acquire pharmacies in the next few months. The purchase prices will be fixed at the time of transfer of ownership, based on net asset value and discounted cash flows or a multiple analysis. The total purchase consideration is estimated at CHF 16.0 million and is due upon the closing of the transactions. These purchase rights or obligations fall due in 2025.
Galenica signed purchase agreements to acquire property, plant and equipment and intangible assets totalling CHF 15.9 million (previous year: CHF 17.3 million). The payments under these purchase commitments become due in 2025.
Furthermore, there are guarantees of CHF 12.4 million (previous year: CHF 6.8 million) and subordinated loans of CHF 1.1 million (previous year: CHF 0.9 million) to third parties.
There are no unusual pending transactions or risks to be disclosed.
24. 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 Accounting Standards. 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 2024. 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 2024 for Galenica Pension Fund is 117.6% (unaudited) and as at 31 December 2023 108.3% (final).
Defined benefit plans and long-service awards
|
|
|
|
2024 |
|
|
2023 |
|
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 |
1,228,826 |
– |
1,228,826 |
1,101,802 |
– |
1,101,802 |
|
Present value of defined benefit obligation |
–1,188,654 |
–13,680 |
–1,202,334 |
–1,079,958 |
–14,290 |
–1,094,248 |
|
Surplus / (deficit) |
40,172 |
–13,680 |
26,492 |
21,844 |
–14,290 |
7,554 |
|
Effect of asset ceiling |
–44,022 |
– |
–44,022 |
–6,346 |
– |
–6,346 |
|
Net carrying amount recognised in employee benefit assets / liabilities |
–3,850 |
–13,680 |
–17,530 |
15,498 |
–14,290 |
1,208 |
|
of which recognised in assets |
– |
– |
– |
20,429 |
– |
20,429 |
|
of which recognised in liabilities |
–3,850 |
–13,680 |
–17,530 |
–4,931 |
–14,290 |
–19,221 |
1) Long-service awards relate to provisions for jubilee payments
Change in present value of defined benefit obligation
|
|
|
|
2024 |
|
|
2023 |
|
in thousand CHF |
Defined benefit plans |
Long-service awards |
Total |
Defined benefit plans |
Long-service awards |
Total |
|
1 January |
–1,079,958 |
–14,290 |
–1,094,248 |
–975,824 |
–14,988 |
–990,812 |
|
Current service cost |
–32,761 |
–1,756 |
–34,517 |
–25,896 |
–1,633 |
–27,529 |
|
Past service cost |
–95 |
– |
–95 |
–112 |
– |
–112 |
|
Interest on defined benefit obligation |
–14,752 |
–184 |
–14,937 |
–19,768 |
–297 |
–20,066 |
|
Actuarial gain/(loss) |
–55,377 |
1,023 |
–54,354 |
–68,933 |
889 |
–68,044 |
|
Employee contributions |
–22,027 |
– |
–22,027 |
–20,962 |
– |
–20,962 |
|
Benefits/awards paid |
16,315 |
1,527 |
17,842 |
8,740 |
1,500 |
10,240 |
|
Change in scope of consolidation |
– |
– |
– |
22,797 |
240 |
23,037 |
|
31 December |
–1,188,654 |
–13,680 |
–1,202,334 |
–1,079,958 |
–14,290 |
–1,094,248 |
Change in fair value of plan assets
|
in thousand CHF |
2024 |
2023 |
|
1 January |
1,101,802 |
1,044,124 |
|
Interest on plan assets |
15,423 |
21,712 |
|
Remeasurement gain/(loss) |
73,340 |
17,104 |
|
Employee contributions |
22,027 |
20,962 |
|
Employer contributions |
33,586 |
31,634 |
|
Net benefits paid |
–16,315 |
–8,740 |
|
Administration cost |
–1,036 |
–1,051 |
|
Change in scope of consolidation |
– |
–23,943 |
|
31 December |
1,228,826 |
1,101,802 |
Net defined benefit cost
|
in thousand CHF |
2024 |
2023 |
|
Current service cost |
32,761 |
25,896 |
|
Past service cost |
95 |
112 |
|
Net interest on net defined benefit liability |
–582 |
–430 |
|
Administration cost |
1,036 |
1,051 |
|
Net defined benefit cost |
33,310 |
26,628 1) |
1) Of which continuing operations of CHF 26.3 million
Remeasurement of net defined benefit assets / liabilities
|
in thousand CHF |
2024 |
2023 |
|
Actuarial gain/(loss) due to: |
|
|
|
– Changes in demographic assumptions |
24,399 |
– |
|
– Changes in financial assumptions |
–54,261 |
–91,366 |
|
– Experience adjustments |
–25,515 |
22,433 |
|
Remeasurement of plan assets |
73,340 |
17,104 |
|
Effect in the change of asset ceiling |
–37,587 |
64,341 |
|
Remeasurement of net defined benefit assets / liabilities recognised in other comprehensive income 1) |
–19,624 |
12,512 1) |
1) Of which continuing operations of CHF 12.6 million)
Change in assumption and in estimate
During 2024, Galenica conducted a review of actuarial valuation parameters, including employee turnover rates. Considering actual historical patterns with turnover rates at approximate 120% of BVG 2020 tables in the retail business (previous year: 100% of BVG 2020) and 110% of BVG 2020 tables in the non-retail business (previous year: 60% of BVG 2020). This resulted in an decrease of the defined benefit obligation of CHF 24.4 million, which was recognised in other comprehensive income.
The experience adjustments of minus CHF 25.5 million (previous year: CHF 22.4 million) were the result of various elements not expected in the prior year mainly the additional interest rate in 2024 on the defined benefit plans, additional onetime pension payments and the overall development of the population and other items as calculated by the external actuary.
The decrease of the discount rate from 1.40% to 0.95% (previous year: decrease from 2.10% to 1.40%) resulted in a increase of the defined benefit obligation of CHF 54.3 million (previous year: increase of CHF 91.4 million).
Asset ceiling
|
in thousand CHF |
2024 |
2023 |
|
1 January |
–6,346 |
–69,941 |
|
Interest income |
–89 |
–1,514 |
|
Change in the asset ceiling (recognised in other comprehensive income) |
–37,587 |
64,341 |
|
Change in scope of consolidation |
– |
768 |
|
31 December |
–44,022 |
–6,346 |
Investment structure of plan assets
|
in thousand CHF |
|
2024 |
|
2023 |
|
Cash and cash equivalents |
9,514 |
0.8% |
4,726 |
0.4% |
|
Debt instruments |
269,158 |
21.9% |
246,256 |
22.4% |
|
Equity instruments |
524,226 |
42.7% |
453,405 |
41.2% |
|
Real estate |
276,572 |
22.5% |
258,636 |
23.5% |
|
Other investments |
149,356 |
12.2% |
138,779 |
12.6% |
|
Fair value of plan assets |
1,228,826 |
100.0% |
1,101,802 |
100.0% |
|
Current return on plan assets |
|
8.1% |
|
3.8% |
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).
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 12.9 million (previous year: CHF 9.7 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 5,900 active members (previous year: 5,829) and 1,036 pensioners (previous year: 993).
Galenica does not use any pension fund assets.
Basis for measurement
|
|
2024 |
2023 |
|
Discount rate |
0.95% |
1.40% |
|
Salary development |
2.10% |
2.25% |
|
Pension development |
0.00% |
0.00% |
|
Mortality (mortality tables) |
BVG 2020 GT (CMI), 1.5% |
BVG 2020 GT (CMI), 1.5% |
|
Turnover |
BVG 2020 (110% –120%) |
BVG 2020 (60% –100%) |
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
|
|
|
2024 |
|
2023 |
|
in thousand CHF |
Variations in assumptions |
Impact on DBO |
Variations in assumptions |
Impact on DBO |
|
Discount rate |
+0.25% |
–36,871 |
+0.25% |
–35,639 |
|
|
-0.25% |
39,257 |
-0.25% |
37,808 |
|
Salary development |
+0.25% |
3,581 |
+0.25% |
3,221 |
|
|
-0.25% |
–2,400 |
-0.25% |
–3,221 |
|
Mortality |
+1 year |
30,837 |
+1 year |
27,849 |
|
|
-1 year |
–30,837 |
-1 year |
–27,868 |
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 14.7 years (previous year: 15.7 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 34.0 million for 2025.
25. Shareholders' equity
25.1 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 2024 in the chapter Corporate Governance (unaudited).
Number of shares
|
|
Total shares Galenica Ltd. |
Treasury shares |
Outstanding shares |
|
Balance as at 31.12.2022 |
50,000,000 |
–183,740 |
49,816,260 |
|
Transactions with treasury shares |
– |
15,920 |
15,920 |
|
Balance as at 31.12.2023 |
50,000,000 |
–167,820 |
49,832,180 |
|
Transactions with treasury shares |
– |
–5,159 |
–5,159 |
|
Balance as at 31.12.2024 |
50,000,000 |
–172,979 |
49,827,021 |
The treasury shares are reserved for share-based payments to employees.
25.2 Changes in consolidated shareholder's equity
On 10 April 2024, the Annual General Meeting approved a dividend payment of CHF 109.7 million for the financial year 2023 (previous year: CHF 109.8 million), corresponding to CHF 2.20 per registered share (previous year: CHF 2.20). For this purpose, CHF 1.10 was taken from the reserves from capital contributions (previous year: CHF 1.10) and CHF 1.10 from retained earnings (previous year: CHF 1.10) of Galenica Ltd. The dividend was paid out to the shareholders on 16 April 2024.
In the reporting period, 131,964 treasury shares (previous year: 156,148 treasury shares) were bought at an average price of CHF 73.53 (previous year: CHF 70.51) and 126,805 treasury shares (previous year: 172,068 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 reduced consolidated shareholders' equity by CHF 0.5 million (previous year: less than CHF 0.1 million). Remaining Shareholders of an acquisition made in 2022 have a put option to sell their shares to Galenica which gives rise to a financial liability. The changes in the carrying amount of this financial liability reduced consolidated shareholder’s equity by CHF 1.2 million (previous year: CHF 0.3 million).
The Board of Directors will submit a proposal to the Annual General Meeting on 10 April 2025 to pay a dividend of CHF 2.30 per share entitled to receive dividend for the financial year 2024. For this purpose, CHF 1.15 is to be taken from the reserves from capital contributions and CHF 1.15 from the retained earnings. However, no dividend will be paid on treasury shares. Based on the number of treasury shares as at 31 December 2024, the total dividend would amount to CHF 114.6 million.
26. Financial instruments
26.1 Categories of financial instruments
Carrying amounts of financial instruments 2024
|
in thousand CHF |
Financial assets at amortised costs |
Financial assets at fair value through OCI |
Financial liabilities at fair value through profit or loss |
Financial liabilities at amortised costs |
Total |
|
Cash and cash equivalents |
129,682 |
– |
– |
– |
129,682 |
|
Trade and other receivables |
499,999 |
– |
– |
– |
499,999 |
|
Financial assets |
22,388 1) |
264,541 |
– |
– |
286,929 |
|
Current financial liabilities |
– |
– |
18,500 |
39,885 |
58,385 |
|
Current lease liabilities |
– |
– |
– |
52,693 |
52,693 |
|
Trade and other payables |
– |
– |
– |
444,967 |
444,967 |
|
Non-current financial liabilities |
– |
– |
12,407 |
527,300 2) |
539,708 |
|
Non-current lease liabilities |
– |
– |
– |
183,195 |
183,195 |
|
Total |
652,069 |
264,541 |
30,907 |
1,248,039 |
|
1) Of which CHF 2.5 million are in connection to equity instruments which are designated as financial asset at fair value through profit or loss
2) Of which CHF 5.5 million are in connection to put options for non-controlling interests. Changes in the liability amount are recognised in equity
Carrying amounts of financial instruments 2023
|
in thousand CHF |
Financial assets at amortised costs |
Financial assets at fair value through OCI |
Financial liabilities at fair value through profit or loss |
Financial liabilities at amortised costs |
Total |
|
Cash and cash equivalents |
116,159 |
– |
– |
– |
116,159 |
|
Trade and other receivables |
518,293 |
– |
– |
– |
518,293 |
|
Financial assets |
20,183 1) |
200,030 |
– |
– |
220,214 |
|
Current financial liabilities |
– |
– |
– |
70,231 |
70,231 |
|
Current lease liabilities |
– |
– |
– |
50,484 |
50,484 |
|
Trade and other payables |
– |
– |
– |
407,943 |
407,943 |
|
Non-current financial liabilities |
– |
– |
41,507 |
427,061 2) |
468,569 |
|
Non-current lease liabilities |
– |
– |
– |
185,557 |
185,557 |
|
Total |
654,635 |
200,030 |
41,507 |
1,141,276 |
|
1) Of which CHF 2.5 million are in connection to equity instruments which are designated as financial asset at fair value through profit or loss
2) Of which CHF 4.3 million are in connection to put options for non-controlling interests. Changes in the liability amount are recognised in equity
Net gain/(loss) on financial instruments 2024
|
in thousand CHF |
Financial assets at amortised costs |
Financial assets at fair value through OCI |
Financial liabilities at fair value through profit or loss |
Financial liabilities at amortised costs |
Total |
|
Change in fair value |
– |
– |
10,600 |
– |
10,600 |
|
Net gain/(loss) on foreign exchange |
357 |
– |
– |
69 |
425 |
|
Other financial result |
337 |
– |
– |
–42 |
295 |
|
Interest income |
1,407 |
– |
– |
– |
1,407 |
|
Interest expense |
– |
– |
– |
–9,538 |
–9,538 |
|
Interest expense on lease liabilities |
– |
– |
– |
–3,116 |
–3,116 |
|
Interest income on impaired trade receivables |
212 |
– |
– |
– |
212 |
|
Expected credit losses |
337 |
– |
– |
– |
337 |
|
Impairment on financial assets |
–452 |
– |
– |
– |
–452 |
|
Net gain/(loss) recognised in profit or loss |
2,198 |
– |
10,600 |
–12,628 |
170 |
|
Net gain/(loss) recognised in other comprehensive income 1) |
– |
2,408 |
– |
– |
2,408 |
1) Other comprehensive income includes changes in value of strategic investments (publicly and non-publicly traded equity instruments)
Net gain/(loss) on financial instruments 2023
|
in thousand CHF |
Financial assets at amortised costs |
Financial assets at fair value through OCI |
Financial liabilities at fair value through profit or loss |
Financial liabilities at amortised costs |
Total |
|
Change in fair value |
-2,900 1) |
– |
10,057 |
– |
7,157 |
|
Net gain/(loss) on foreign exchange |
137 |
– |
– |
–526 |
–388 |
|
Other financial result |
76 |
– |
– |
–94 |
–18 |
|
Interest income |
1,418 |
– |
– |
– |
1,418 |
|
Interest expense |
– |
– |
– |
–6,515 |
–6,515 |
|
Interest expense on lease liabilities |
– |
– |
– |
–2,951 |
–2,951 |
|
Interest income on impaired trade receivables |
331 |
– |
– |
– |
331 |
|
Expected credit losses |
–7,124 |
– |
– |
– |
–7,124 |
|
Impairment on financial assets |
–3,349 |
– |
– |
– |
–3,349 |
|
Net gain/(loss) recognised in profit or loss |
–11,410 |
– |
10,057 |
–10,086 |
–11,439 |
|
Net gain/(loss) recognised in other comprehensive income 2) |
– |
55,530 |
– |
– |
55,530 |
1) Related to equity instruments which are designated as financial asset at fair value through profit or loss
2) Other comprehensive income includes changes in value of strategic investments (publicly and non-publicly traded equity instruments)
Accounting principles financial instruments (measurement and categories)
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. These financial assets are subsequently measured at amortised cost using the effective interest rate method less expected credit losses. 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 assets at fair value through other comprehensive income
Financial assets measured at fair value through other comprehensive income includes equity instruments which were irrevocably classified to be strategic in nature.
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.
Put options granted to non-controlling interests to sell their shares to Galenica as part of a business combination represent a contractual obligation to purchase non-controlling interests and give rise to a financial liability if the option does not provide Galenica with a present ownership interest in the shares concerned. This liability is measured at the redemption amount as if the put option had been exercised at the balance sheet date. Galenica accounts for changes in the carrying amount of this financial liability as an equity transaction.
26.2 Fair value measurement
Fair value
|
|
|
2024 |
|
2023 |
|
in thousand CHF |
Carrying amount |
Fair value |
Carrying amount |
Fair value |
|
Bond (level 1 of the fair value hierarchy) |
519,811 |
541,600 |
419,871 |
427,050 |
With the exception of the bond the carrying amounts of all financial instruments approximate to their fair value or fair value disclosure is not required (lease liabilities).
As at 31 December 2024 Galenica holds equity instruments designated at fair value through other comprehensive income including a 10.3% (previous year: 7.9%) investment in the listed (level 1 of the fair value hierarchy) company Redcare Pharmacy N.V., Netherlands, with a fair value of CHF 261.4 million (previous year: CHF 196.1 million) and other investment in non-listed (level 3 of the fair value hierarchy) companies with a fair value of CHF 3.2 million (previous Year: CHF 3.9 million). These investments were irrevocably designated at fair value through other comprehensive income as Galenica considers these investments to be strategic in nature. Galenica recognised in the consolidated statement of comprehensive income a remeasurement gain of CHF 2.4 million (previous year: gain of CHF 55.5 million).
Fair value of financial instruments (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 |
2024 |
2023 |
|
1 January |
41,507 |
49,180 |
|
Arising from business combinations |
– |
2,385 |
|
Change in fair value (recognised in profit or loss) |
–10,600 |
–10,057 |
|
31 December |
30,907 |
41,507 |
Fair value changes of contingent consideration liabilities from business combinations are recognised in profit or loss (financial result) for the relevant reporting period.
Fair value of equity instruments designated at fair value through other comprehensive income (level 3 of the fair value hierarchy)
|
in thousand CHF |
2024 |
2023 |
|
1 January |
3,928 |
4,561 |
|
Addition |
935 |
1,950 |
|
Change in fair value (recognised in other comprehensive income) |
–1,682 |
–2,583 |
|
31 December |
3,181 |
3,928 |
Fair value and sensitivity analysis of contingent consideration liabilities from discontinued operations
Determining the contingent consideration liability in connection with the sale of Mediservice forecasted gross margin of the discontinued operation were identified as key assumptions. Galenica has recorded the amount of CHF 3.0 million (previous year: CHF 2.9 million) as other liability based on the expected future gross margin for the years 2024-2026. The future cash outflows range between zero and CHF 3.1 million.
Further information of the discontinued operation can be found in note 12, Discontinued operations.
Sensitivity analysis of contingent consideration liabilities from business combinations (level 3 of the fair value hierarchy)
Sensitivity analysis of contingent consideration liabilities from business combinations (level 3 of the fair value hierarchy)
|
in thousand CHF |
Lifestage Solutions |
Bahnhof Apotheke Langnau |
Aquantic |
Padma |
|
Fair value of contingent considerations as at 31.12.2024 |
9,500 |
13,914 |
3,571 |
3,922 |
|
Minimal payout |
|
– |
– |
– |
|
Maximal payout |
|
29,000 |
5,450 |
4,000 |
|
Key assumption |
|
forecasted net sales 1) |
forecasted EBITDA 1) |
forecasted sell out prices 1) |
|
Year of relevance |
|
2026+2027 |
2025+2026 |
2025 |
|
Sensitivity analysis |
|
|
|
|
|
Impact on fair value by 5% increase of key assumption |
– |
– |
403 |
– |
|
Impact on fair value by 5% decrease of key assumption |
– |
–4,914 |
–403 |
–993 |
1) of the acquired business
The contingent consideration liability from the business combination of Lifestage Solutions Ltd. was settled on 31 January 2025 for an amount of CHF 9.5 million.
27. Financial risk management
Galenica is exposed to various financial risks and liquidity requirements. Galenica's financing and financial risk management activities are centralised in 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.
27.1 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 2024
|
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 |
444,967 |
444,967 |
444,967 |
– |
– |
– |
|
Current financial liabilities |
58,385 |
58,388 |
56,068 |
2,320 |
– |
– |
|
Current lease liabilities |
52,693 |
55,239 |
13,922 |
41,317 |
– |
– |
|
Non-current financial liabilities |
19,896 |
20,154 |
– |
– |
20,154 |
– |
|
Bonds |
519,811 |
563,350 |
– |
9,090 |
452,610 |
101,650 |
|
Non-current lease liabilities |
183,195 |
190,156 |
– |
– |
146,891 |
43,265 |
|
Total |
1,278,946 |
1,332,254 |
514,956 |
52,728 |
619,655 |
144,915 |
Maturity profile of financial liabilities 2023
|
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 |
407,943 |
407,943 |
407,943 |
– |
– |
– |
|
Current financial liabilities |
70,231 |
70,231 |
68,090 |
2,141 |
– |
– |
|
Current lease liabilities |
50,484 |
53,125 |
13,477 |
39,648 |
– |
– |
|
Non-current financial liabilities |
48,697 |
50,336 |
– |
– |
50,336 |
– |
|
Bonds |
419,871 |
459,240 |
– |
7,440 |
206,160 |
245,640 |
|
Non-current lease liabilities |
185,557 |
193,159 |
– |
– |
144,328 |
48,831 |
|
Total |
1,182,783 |
1,234,034 |
489,510 |
49,229 |
400,824 |
294,471 |
27.2 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 and loans. The creditworthiness of the counterparties is regularly monitored and reported to management.
Financial assets subject to credit risk
|
in thousand CHF |
2024 |
2023 |
|
Cash and cash equivalents (without cash on hand) |
128,055 |
114,566 |
|
Trade and other receivables |
499,999 |
518,293 |
|
Loans and other financial assets |
19,873 |
17,647 |
|
Financial assets subject to credit risk |
647,927 |
650,506 |
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.
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. Based on past experience, Galenica considers the creditworthiness of non-past due trade receivables to be good.
28. 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 |
2024 |
2023 |
|
Current financial liabilities 1) |
38,868 |
69,990 |
|
Current lease liabilities |
52,693 |
50,484 |
|
Non-current financial liabilities 1) |
519,811 |
419,871 |
|
Non-current lease liabilities |
183,195 |
185,557 |
|
Cash and cash equivalents |
–129,682 |
–116,159 |
|
Interest-bearing receivables |
–4,899 |
–11,607 |
|
Net debt |
659,986 |
598,137 |
|
|
|
|
|
Equity attributable to shareholders of Galenica Ltd. |
1,548,694 |
1,471,419 |
|
Non-controlling interests |
3,150 |
3,777 |
|
Shareholders' equity |
1,551,844 |
1,475,196 |
|
|
|
|
|
Gearing |
42.5% |
40.5% |
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.
29. 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.
16,780 performance share units (previous year: 17,607 performance share units) were granted to beneficiaries at a fair value of CHF 69.05 (previous year: CHF 65.95) at the beginning of the reporting period for the 2024 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 65,248 shares of Galenica Ltd. (previous year: 80,252 shares) at a price of CHF 52.70 (previous year: CHF 49.65). This includes a discount of CHF 23.00 (previous year: CHF 21.29) per share.
Share-based payment expense
|
in thousand CHF |
2024 |
2023 |
|
Remuneration for members of the Board of Directors |
1,387 |
1,013 |
|
Share plan for members of senior management |
2,040 |
904 |
|
Long-term incentive plan (LTI) |
1,036 |
692 |
|
Employee share plan |
1,501 |
1,709 |
|
Total |
5,963 |
4,318 |
30. Related party transactions
Related parties include all joint ventures, associates, pension funds, members of the Board of Directors and members of the Corporate Executive Committee.
Related party transactions
The transactions shown in the table below under joint ventures largely concern transactions with Coop Vitality and those under associates mainly concern transactions with Mediservice. All transactions are realised at market-based prices. The invoice payment for the sale of goods and services are due within 30 days and is payable in CHF.
Related party transactions
|
|
|
2024 |
|
2023 |
|
in thousand CHF |
Joint ventures |
Associates |
Joint ventures |
Associates |
|
Sale of goods |
181,119 |
25,581 |
169,947 |
11,787 |
|
Income from services |
7,589 |
1,560 |
8,087 |
1,712 |
|
Other income |
18 |
– |
17 |
– |
|
Purchase of goods |
283 |
9 |
216 |
13 |
|
Other operating costs |
25 |
9,519 |
– |
26 |
|
Financial income |
249 |
1 |
247 |
34 |
|
Financial expenses |
71 |
187 |
26 |
108 |
|
|
|
|
|
|
|
Receivables and loans |
22,069 |
14,977 |
22,835 |
20,607 |
|
Trade payables and loans |
5,863 |
20,357 |
7,320 |
21,280 |
The financial liabilities to pension funds amounted to CHF 14.3 million (previous year: CHF 10.7 million).
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 |
2024 |
2023 |
|
Remuneration |
4,226 |
3,343 |
|
Social security costs and pension expenses |
1,102 |
970 |
|
Share-based payments |
2,184 |
1,686 |
|
Total |
7,512 |
5,999 |
31. Subsequent events
The following transactions occurred between 31 December 2024 and 5 March 2025, the date on which the consolidated financial statements 2024 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 9.6 million, and 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, no further information was available to disclose the additional information required by IFRS Accounting Standards.
Furthermore Galenica signed purchase agreements after 31 December 2024 to acquire 100% of the interests in pharmacies at various locations in Switzerland. The net assets of these acquisitions will be consolidated beginning from the date control is obtained, which will be after 5 March 2025. The total purchase considerations are estimated to CHF 0.4 million and are due with the closing of the transactions. Since the transactions have not yet been concluded, it is not possible to disclose the additional information required by IFRS Accounting Standards.
There were no further significant events after the reporting date.
32. Group companies
Group companies Products & Care
|
|
|
|
|
|
2024 |
2023 |
|
Group companies |
Registered office |
Method of consolidation |
Currency |
Share capital in thousand |
Equity interest |
Equity interest |
|
Products & Care |
|
|
|
|
|
|
|
Amavita Health Care Ltd. |
CH-Niederbipp |
full |
CHF |
100 |
100% |
100% |
|
Bahnhof Apotheke Langnau AG |
CH-Langnau im Emmental |
full |
CHF |
100 |
100% |
100% |
|
Bahnhof Apotheken Thun AG |
CH-Thun |
full |
CHF |
200 |
50% |
50% |
|
Bichsel AG 2) |
CH-Bern |
- |
- |
- |
- |
100% |
|
Bichsel AG 1) 3) |
CH-Interlaken |
full |
CHF |
100 |
100% |
100% |
|
Coop Vitality AG |
CH-Bern |
at equity |
CHF |
5,000 |
49% |
49% |
|
Coop Vitality Health Care GmbH 1) |
CH-Niederbipp |
at equity |
CHF |
20 |
49% |
49% |
|
Coop Vitality Management AG |
CH-Bern |
at equity |
CHF |
100 |
49% |
49% |
|
curarex swiss AG 1) |
CH-Zuchwil |
at equity |
CHF |
100 |
49% |
49% |
|
Dr. A.&L. Schmidgall GmbH & Co KG 1) |
AT-Vienna |
full |
EUR |
145 |
100% |
100% |
|
Emeda Ltd. |
CH-Wangen-Brüttisellen |
at equity |
CHF |
200 |
50% |
50% |
|
FARMACIA CHIASSESE FARMADOMO SA 1) |
CH-Chiasso |
at equity |
CHF |
100 |
33% |
- |
|
Farmadomo Home Care Provider SA |
CH-Bellinzona |
at equity |
CHF |
100 |
33% |
- |
|
GaleniCare Ltd. |
CH-Bern |
full |
CHF |
700 |
100% |
100% |
|
GaleniCare Management Ltd. |
CH-Bern |
full |
CHF |
500 |
100% |
100% |
|
G-Pharma AG |
CH-Niederbipp |
full |
CHF |
100 |
100% |
100% |
|
Grosse Apotheke Dr. G. Bichsel AG 1) |
CH-Interlaken |
full |
CHF |
200 |
100% |
100% |
|
Hedoga AG |
CH-Villars-sur-Glâne |
full |
CHF |
100 |
100% |
100% |
|
Laboratorium Dr. G. Bichsel AG 1) |
CH-Unterseen |
full |
CHF |
200 |
100% |
100% |
|
Lifestage Solutions Ltd. |
CH-Otelfingen |
full |
CHF |
152 |
100% |
100% |
|
Medifilm Ltd. |
CH-Oensingen |
full |
CHF |
1,300 |
100% |
100% |
|
medinform AG |
CH-Zürich |
full |
CHF |
100 |
50% |
50% |
|
MediService Ltd. |
CH-Zuchwil |
at equity |
CHF |
363 |
49% |
49% |
|
PADMA Inc. |
CH-Wetzikon |
full |
CHF |
152 |
100% |
100% |
|
Padma Aktiengesellschaft für tibetische Heilmittel 1) |
CH-Freienbach |
full |
CHF |
100 |
100% |
100% |
|
PADMA EUROPE GmbH 1) |
AT-Vienna |
full |
EUR |
35 |
100% |
100% |
|
PADMA Deutschland GmbH 1) |
DE-Gräfelfing |
full |
EUR |
25 |
100% |
100% |
|
puravita AG |
CH-Speicher |
at equity |
CHF |
130 |
34.34% |
34.34% |
|
Schmidgall GmbH 1) |
AT-Vienna |
full |
EUR |
36 |
100% |
100% |
|
Spagyros Ltd. |
CH-Worb |
full |
CHF |
860 |
100% |
100% |
|
Sun Store Health Care Ltd. |
CH-Niederbipp |
full |
CHF |
100 |
100% |
100% |
|
SWISS PHARMA GmbH |
DE-Rülzheim |
full |
EUR |
51 |
100% |
100% |
|
Verfora Ltd. |
CH-Villars-sur-Glâne |
full |
CHF |
100 |
100% |
100% |
|
Winconcept Ltd. |
CH-Bern |
full |
CHF |
100 |
100% |
100% |
|
Zentral Apotheke Heerbrugg AG |
CH-Au |
full |
CHF |
100 |
100% |
100% |
1) Not directly held by Galenica Ltd.
2) The company was merged into Galenicare Ltd.
3) The company was renamed (previous year: Bichsel Interlaken Holding AG)
Group companies Logistics & IT and Group Services
|
|
|
|
|
|
2024 |
2023 |
|
Group companies |
Registered office |
Method of consolidation |
Currency |
Share capital in thousand |
Equity interest |
Equity interest |
|
Logistics & IT |
|
|
|
|
|
|
|
1L Logistics Ltd. |
CH-Burgdorf |
full |
CHF |
100 |
100% |
100% |
|
Alloga Ltd. |
CH-Burgdorf |
full |
CHF |
8,332 |
100% |
100% |
|
Aquantic AG |
CH-Zeiningen |
full |
CHF |
100 |
100% |
100% |
|
Dauf SA 1) |
CH-Lugano |
full |
CHF |
100 |
94.54% |
92.92% |
|
Galexis Ltd. |
CH-Niederbipp |
full |
CHF |
25,000 |
100% |
100% |
|
HCI Solutions Ltd. |
CH-Bern |
full |
CHF |
100 |
100% |
100% |
|
Health Supply Ltd. |
CH-Villmergen |
at equity |
CHF |
100 |
40% |
- |
|
Pharma-Info AG 1) |
CH-Biel |
at equity |
CHF |
100 |
49% |
49% |
|
PharmaBlist Ltd. 1) |
CH-Widnau |
full |
CHF |
100 |
100% |
100% |
|
Pharmapool Ltd. 1) |
CH-Widnau |
full |
CHF |
962 |
100% |
100% |
|
Unione Farmaceutica Distribuzione SA |
CH-Lugano |
full |
CHF |
2,000 |
94.54% |
92.92% |
|
Group Services |
|
|
|
|
|
|
|
Galenica Finanz Ltd. |
CH-Bern |
full |
CHF |
100 |
100% |
100% |
1) Not directly held by Galenica Ltd.