GLAXOSMITHKLINE CONSUMER NIGERIA PLC

UNAUDITED CONDENSED CONSOLIDATED AND SEPARATE FINANCIAL

STATEMENTS

FOR THE 9 MONTHS PERIOD ENDED 30 SEPTEMBER 2023

GlaxoSmithKline Consumer Nigeria Plc

Condensed unaudited consolidated and seperate financial statements

For the 9 months period ended 30 September 2023

Table of Contents

Page

Condensed unaudited consolidated and separate statement of profit or loss and other comprehensive income

1 - 2

Condensed unaudited consolidated and separate statement of financial position

3

Condensed unaudited consolidated and separate statement of changes in equity

4

Condensed unaudited consolidated and separate statement of cash flows

5

Shareholding structure and free float status

6

Notes to the unaudited condensed consolidated and separate financial statements

7 - 31

GlaxoSmithKline Consumer Nigeria Plc

Condensed unaudited consolidated and separate statement of profit or loss and other comprehensive income For the 9 months period ended 30 September 2023

Jul - Sep

Jul - Sep

Jul - Sep

Jul - Sep

3 months ended

2023

2022

2023

2022

N'000

N'000

N'000

N'000

Revenue

3,141,639

5,614,311

3,141,639

5,614,311

Cost of sales

(2,462,617)

(4,186,621)

(2,462,617)

(4,186,621)

Gross profit

679,022

1,427,690

679,022

1,427,690

Selling and distribution costs

(925,219)

(674,498)

(925,219)

(674,498)

Administrative expenses

(1,600,087)

(596,778)

(1,599,436)

(596,149)

Finance income

124,157

80,233

124,157

80,233

Other gains and (losses)

2,015,245

(33,701)

2,015,245

(33,701)

Impairment loss on financial assets

(74,691)

(4,142)

(74,691)

(4,142)

Profit before tax

218,427

198,804

219,078

199,433

Current tax expense

(110,063)

(64,611)

(110,063)

(64,815)

Profit for the period

108,364

134,193

109,015

134,618

Profit for the period attributable to:

Shareholders of the Company

108,364

134,193

109,015

134,618

Non-controlling interest

-

-

-

-

108,364

134,193

109,015

134,618

Total comprehensive income for the period attributable to:

Shareholders of the Company

108,364

134,193

109,015

134,618

Non-controlling interest

-

-

-

-

108,364

134,193

109,015

134,618

Basic and diluted earnings per share (Kobo)

9

11

9

12

1

GlaxoSmithKline Consumer Nigeria Plc

Condensed unaudited consolidated and separate statement of profit or loss and other comprehensive income For the 9 months period ended 30 September 2023

Jan - Sep

Jan - Sep

Jan - Sep

Jan - Sep

9 months ended

2023

2022

2023

2022

Notes

N'000

N'000

N'000

N'000

Revenue

5

10,892,517

20,425,580

10,892,517

20,425,580

Cost of sales

6

(7,420,848)

(15,253,405)

(7,420,848)

(15,253,405)

Gross profit

3,471,669

5,172,175

3,471,669

5,172,175

Selling and distribution costs

7

(2,358,118)

(2,844,197)

(2,358,118)

(2,844,197)

Administrative expenses

7

(2,670,291)

(1,602,549)

(2,668,342)

(1,600,663)

Finance income

8

394,442

124,980

394,442

124,980

Other gains and (losses)

9

1,980,054

(104,738)

1,980,054

(104,738)

Impairment loss on financial assets

18.2

(95,398)

(29,311)

(95,398)

(29,311)

Profit before tax

722,358

716,360

724,307

718,246

Current tax expense

11.1

(274,272)

(232,817)

(274,272)

(233,430)

Profit for the period

448,086

483,543

450,035

484,816

Other comprehensive income net of

income tax:

Items that will not be reclassified to

profit or loss:

-

-

-

-

-

-

-

-

Total comprehensive income for the

period, net of tax

448,086

483,543

450,035

484,816

Profit for the period attributable to:

Shareholders of the Company

448,086

483,543

450,035

484,816

Non-controlling interest

-

-

-

-

448,086

483,543

450,035

484,816

Total comprehensive income for the

period attributable to:

Shareholders of the Company

448,086

483,543

450,035

484,816

Non-controlling interest

-

-

-

-

448,086

483,543

450,035

484,816

Basic and diluted / earnings per share

(Kobo)

12

37

40

38

41

2

GlaxoSmithKline Consumer Nigeria Plc

Condensed unaudited consolidated and separate statement of financial position

As at 30 September 2023

As at

As at

As at

As at

As at

As at

30 Sep 2023

31 Dec 2022

30 Sep 2022

30 Sep 2023

31 Dec 2022

30 Sep 2022

Notes

N'000

N'000

N'000

N'000

N'000

N'000

Assets

Non-current assets

Deferred tax asset

11.3

413,802

413,802

231,223

413,802

413,802

231,223

Property, plant and equipment

13

341,545

441,245

474,432

341,545

441,245

474,432

Investment property

14

520,656

529,302

582,038

520,656

529,302

582,038

Investment in subsidiary

16

-

-

-

-

-

160

1,276,003

1,384,349

1,287,693

1,276,003

1,384,349

1,287,853

Current assets

Inventories

17

1,382,603

3,739,540

3,848,204

1,382,603

3,739,540

3,848,204

Trade and other receivables

18

2,374,451

3,847,810

4,592,909

2,374,451

3,847,810

4,592,909

Other assets

19

87,303

63,167

68,958

87,303

63,167

68,958

Cash and cash equivalents

20

24,170,895

19,976,023

18,196,345

24,170,895

19,976,023

18,196,345

28,015,252

27,626,540

26,706,416

28,015,252

27,626,540

26,706,416

Assets classified as held for sale

15

75,879

375,315

691,460

75,879

375,315

691,460

28,091,131

28,001,855

27,397,876

28,091,131

28,001,855

27,397,876

Total assets

29,367,134

29,386,204

28,685,569

29,367,134

29,386,204

28,685,729

Equity and liabilities

Equity

Issued share capital

21.1

597,939

597,939

597,939

597,939

597,939

597,939

Share premium

21.2

51,395

51,395

51,395

51,395

51,395

51,395

Retained earnings

8,673,472

8,883,118

8,595,515

8,511,290

8,718,987

8,427,444

9,322,806

9,532,452

9,244,849

9,160,624

9,368,321

9,076,778

Non-current liabilities

Liability for share-based payments

24

-

8,768

26,279

-

8,768

26,279

-

8,768

26,279

-

8,768

26,279

Current liabilities

Trade and other payables

22

19,708,629

19,145,605

19,017,378

19,884,557

19,323,482

19,198,742

Contract liabilities

23

12,587

11,065

131,342

12,587

11,065

131,342

Liability for share-based payments

24

13,271

-

-

13,271

-

-

Current tax liabilities

11.2

309,841

688,314

265,721

296,095

674,568

252,588

Total current liabilities

20,044,328

19,844,984

19,414,441

20,206,510

20,009,115

19,582,672

Total liabilities

20,044,328

19,853,752

19,440,720

20,206,510

20,017,883

19,608,951

Total equity and liabilities

29,367,134

29,386,204

28,685,569

29,367,134

29,386,204

28,685,729

The condensed unaudited consolidated and separate financial statements for the nine months period ended 30 September 2023 were approved and authorised for issue by the Board of Directors on 30 October 2023 and signed on its behalf by:

Mr. Edmund C. Onuzo

Mr. Olakunle Azeez Oyelana

Bosco Kirugi

Chairman

Managing Director

Finance Director

FRC/2015/IODN/00000011038

FRC/2020/003/00000020395

FRC/2022/PRO/DIR/003/956071

3

GlaxoSmithKline Consumer Nigeria Plc

Condensed unaudited consolidated and separate statement of changes in equity For the 9 months period ended 30 September 2023

Share

Share

Retained

capital

premium

earnings

Total

Group

N'000

N'000

N'000

N'000

At 1 January 2022

597,939

51,395

8,650,116

9,299,450

Profit for the year

-

-

483,543

483,543

Dividends declared

-

-

(538,144)

(538,144)

At 30 September 2022

597,939

51,395

8,595,515

9,244,849

At 1 January 2022

597,939

51,395

8,650,116

9,299,450

Profit for the year

-

-

771,146

771,146

Dividends declared

-

-

(538,144)

(538,144)

At 31 December 2022

597,939

51,395

8,883,118

9,532,452

At 1 January 2023

597,939

51,395

8,883,118

9,532,452

Profit for the period

-

-

448,086

448,086

Dividends declared

-

-

(657,732)

(657,732)

At 30 September 2023

597,939

51,395

8,673,472

9,322,806

Share

Share

Retained

capital

premium

earnings

Total

Company

N'000

N'000

N'000

N'000

At 1 January 2022

597,939

51,395

8,480,772

9,130,106

Profit for the year

-

-

484,816

484,816

Dividends declared

-

-

(538,144)

(538,144)

At 30 September 2022

597,939

51,395

8,427,444

9,076,778

At 1 January 2022

597,939

51,395

8,480,772

9,130,106

Profit for the year

-

-

776,359

776,359

Dividends declared

-

-

(538,144)

(538,144)

At 31 December 2022

597,939

51,395

8,718,987

9,368,321

At 1 January 2023

597,939

51,395

8,718,987

9,368,321

Profit for the period

-

-

450,035

450,035

Dividends declared

-

-

(657,732)

(657,732)

At 30 September 2023

597,939

51,395

8,511,290

9,160,624

4

GlaxoSmithKline Consumer Nigeria Plc

Condensed unaudited consolidated and separate statement of cash flows

For the 9 months period ended 30 September 2023

Jan - Sep

Jan - Dec

Jan - Sep

Jan - Sep

Jan - Dec

Jan - Sep

2023

2022

2022

2023

2022

2022

Notes

N'000

N'000

N'000

N'000

N'000

N'000

Cash flows from operating activities

Profit for the period

448,086

771,146

483,543

450,035

776,359

484,816

Adjustment for:

Impairment of non-current and held-for-sale assets

7.4

228,251

353,246

-

228,251

353,246

-

Depreciation

7.3

68,742

122,116

82,380

68,742

122,116

82,380

Finance income

8

(394,442)

(319,508)

(124,980)

(394,442)

(319,508)

(124,980)

Profit from sale of non-current and held-for-sale

9

(32,006)

(7,323)

(23,762)

(32,006)

(7,323)

(23,762)

assets

Rental income from investment property

9

(36,673)

(49,004)

(30,132)

(36,673)

(49,004)

(30,132)

Income from sale of materials and scraps

9

(61,289)

(65,245)

(55,794)

(61,289)

(65,245)

(55,794)

Unrealised exchange loss

9

11,288,906

919

-

11,288,906

919

-

Current tax expense

11.1

274,272

470,087

232,817

274,272

470,087

233,430

Impairment of investment in subsidiaries

16

-

-

-

-

160

-

Share based payment expense

24

9,748

1,423

-

9,748

1,423

-

Working capital adjustments:

Changes in inventories

2,356,937

2,305,860

2,197,196

2,356,937

2,305,860

2,197,196

Changes in trade and other receivables

1,473,359

1,332,281

577,978

1,473,359

1,332,281

577,978

Changes in other assets

(24,136)

139,679

133,888

(24,136)

139,679

133,888

Changes in contract liabilities

1,522

(71,530)

40,501

1,522

(71,530)

40,501

Changes in trade and other payables

(11,182,142)

2,190,542

2,022,336

(11,184,091)

2,185,169

2,020,450

4,419,135

7,174,690

5,535,971

4,419,135

7,174,689

5,535,971

Income tax paid

11.2

(652,745)

(67,165)

(69,909)

(652,745)

(67,165)

(69,909)

Net cash generated by operating activities

3,766,390

7,107,525

5,466,062

3,766,390

7,107,524

5,466,062

Cash flows from investing activities

Proceeds from sale of non-current and held-for-sale

142,795

41,907

47,757

142,795

41,907

47,757

assets

Interest received on investments

394,442

310,303

124,980

394,442

310,303

124,980

Proceeds received on investment property

50,741

36,185

-

50,741

36,185

-

Proceeds from sale of materials and scraps

61,289

65,245

55,794

61,289

65,245

55,794

Net cash flows generated by investing activities

649,267

453,640

228,531

649,267

453,640

228,531

Cash flows from financing activities

Share based payment settlement

24

(5,245)

(18,934)

-

(5,245)

(18,934)

-

Dividends paid during the period

22.2

(370,867)

(313,336)

(244,818)

(370,867)

(313,336)

(244,818)

Lease liability paid

-

(1,500)

-

-

(1,500)

-

Net cash flows used in financing activities

(376,112)

(333,770)

(244,818)

(376,112)

(333,770)

(244,818)

Net increase in cash and cash equivalents

4,039,545

7,227,395

5,449,775

4,039,545

7,227,394

5,449,775

Cash and cash equivalents at 1 January

19,976,023

12,746,570

12,746,570

19,976,023

12,746,570

12,746,570

Effect of foreign exchange rate changes

155,327

2,058

-

155,327

2,059

-

Cash and cash equivalents at 30 September / 31

December

20

24,170,895

19,976,023

18,196,345

24,170,895

19,976,023

18,196,345

5

GSK Consumer Nigeria Plc

Shareholding Structure and Free Float Status

Main Board

Year End - 31 December

Reporting Period - Nine Months Ended 30 September 2023

Share Price at end of reporting period: N11.35 (September 2022: N5.60)

Shareholding Structure/Free Float Status

30-Sep-23

30-Sep-22

Units

Percentage

Units

Percentage

Issued share capital

1,195,876,488

100%

1,195,876,488

100%

Substantial Shareholdings (5% and above)

Setfirst Limited

326,593,793

27.31%

326,593,793

27.31%

Smithkline Beecham Limited

228,488,132

19.11%

228,488,132

19.11%

Stanbic Nominees Limited

107,730,891

9.01%

196,932,609

16.47%

Total Substantial Shareholdings

662,812,816

55.42%

752,014,534

62.88%

Directors' Shareholdings (direct and indirect), excluding directors with substantial interests

Mr. Edmund C. Onuzo - direct

337,912

0.03%

337,912

0.03%

Mr. Edmund C. Onuzo - indirect

11,170

0.00%

11,170

0.00%

Mr. Samuel Kuye - direct

923

0.00%

923

0.00%

Mr. Samuel Kuye - indirect

93,750

0.01%

93,750

0.01%

Mrs. Oludewa Edodo-Thorpe - direct

31

0.00%

31

0.00%

Mr. Kunle Oyelana - direct

900

0.00%

0

0.00%

Total Directors' Shareholdings

444,686

0.04%

443,786

0.04%

Other Influential Shareholdings

None

-

-

-

-

Free Float in Units and Percentage

532,618,986

44.5%

443,418,168

37.1%

Free Float in Value

6,045,225,491.10

2,483,141,740.80

Declaration

  1. GSK Consumer Nigeria Plc with a free float percentage of 44.5% as at 30 September 2023, is compliant with The Exchange's free float requirements for companies listed on the Main Board.
  2. GSK Consumer Nigeria Plc with a free float percentage of 37.1% as at 30 September 2022, is compliant with The Exchange's free float requirements for companies listed on the Main Board.

6

GlaxoSmithKline Consumer Nigeria Plc

Notes to the unaudited condensed consolidated and separate financial statements

For the 9 months period ended 30 September 2023

  • Corporate information
    GlaxoSmithKline Consumer Nigeria Plc (the Company) is a public limited liability company incorporated in 1971 and domiciled in Nigeria where its shares are publicly traded. 46.4% of the shares of the Company are held by Setfirst Limited and Smithkline Beecham Limited (both incorporated in the United Kingdom); and 53.6% by Nigerian shareholders. The ultimate parent and ultimate controlling party is GlaxoSmithKline Plc, United Kingdom (GSK Plc UK). GSK Plc UK controls the Company through Setfirst Limited and Smithkline Beecham Limited.
    The registered office of the Company is located at 1 Industrial Avenue, Ilupeju, Lagos.
    The principal activities of the Company and its subsidiary are marketing and distribution of consumer healthcare and pharmaceutical products.
    The consolidated financial statements of the Group comprise the result and the financial position of GlaxoSmithkline Consumer Nigeria Plc ( the Company) and its wholly owned subsidiary - Winster Pharmaceuticals Limited which has no turnover for the current period following the sale of its only product to a third party on 30 April 2012.
    Securities Trading Policy
    In compliance with Rule 17.15 Disclosure of Dealings in Issuers' Shares, Rulebook of the Exchange 2015 (Issuers Rule), the Company maintains effective Security Trading Policy which guides Directors, Audit Committee members, employees and all individuals categorized as insiders as to their dealing in the Company's shares. The Policy is regularly reviewed and updated by the Board. The Group has made specific inquiries of all the directors and other insiders and is not aware of any infringement of the policy during the period.
    These unaudited condensed consolidated and separate financial statements for the period ended 30 September 2023 have been approved for issue by the directors on 30 October 2023.
  • Basis of accounting
  1. Basis of preparation
    The condensed consolidated and separate financial statements have been prepared on an alternate basis that is consistent with IAS 34 Interim Financial Reporting , and with particular attention paid to the requirements of IFRS 5 Non- current Asset Held for Sale and Discontinued Operations ; IAS 32 Financial Instruments: Presentation ; IAS 36 Impairment of Assets and IAS 37 Provisions, Contingent Liabilities and Contingent Assets .
    The condensed consolidated and separate interim financial statements have also been prepared in line with the requirements of the Companies and Allied Matters Act (CAMA) of Nigeria and Financial Reporting Council (FRC) Act of Nigeria.
    The reasons for preparation of the financial statements on an alternate basis are as follows:
  • The GSK Group informed GlaxoSmithKline Consumer Nigeria plc of its strategic intent to cease commercialization of its prescription medicines and vaccines in Nigeria through local operating Companies and transition to a local third-party direct distribution model for GSK products.
  • The Haleon Group informed GlaxoSmithKline Consumer Nigeria plc of its intent to cease its distribution agreement with them in the coming months and to appoint a local third-party distributor in Nigeria for the supply of its consumer healthcare products.
    Due to the above reasons, GlaxoSmithKline Consumer Nigeria Plc has no realistic alternative but to cease operations.
  1. Basis of measurement
    The consolidated and separate financial statements have been prepared on a historical cost basis except where otherwise stated in the significant accounting policies.
  2. Functional and presentation currency
    The Group measures the items in its financial statements using the currency of the primary economic environment in which it operates (the functional currency). The financial statements are presented in Nigerian Naira ("NGN" or "N") which is the Group and Company's functional currency. All values are rounded to the nearest thousand (N'000), unless otherwise indicated.
  • Summary of material accounting policy information
    The Group has consistently applied the following accounting policies to all periods presented in these consolidated and separate financial statements, except if mentioned otherwise.

7

GlaxoSmithKline Consumer Nigeria Plc

Notes to the unaudited condensed consolidated and separate financial statements

For the 9 months period ended 30 September 2023

  1. Basis of consolidation
    The consolidated and separate financial statements comprise the financial statements of the Company and its subsidiary (Winster Pharmaceutical Limited) as at 30 June 2023. Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
    The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets.
    Acquisition-related costs are expensed as incurred. If the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognised in profit or loss.
    Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IAS 39 either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.
    Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Group's accounting policies. Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions - that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
    When the Group ceases to have control, any retained interest in the entity is remeasured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.
  2. Foreign currency transactions
    Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot rate of exchange ruling at the reporting date. All differences are recognised in profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.
  3. Revenue recognition
    Revenue is recognised by applying a five-step approach as follows:
  1. Identify the contract
    Any agreement that creates enforceable rights and obligations is a contract. This covers revenue arising from contracts for:
    • Sale of the Groups products to retail customers, wholesalers or distributors;
    • Sale of products under contract manufacturing agreements;
    • Divestments of property, plant and equipment and intangible assets.

It does not cover revenue arising on sales of businesses or from collaboration agreements.

  1. Identify the separate performance obligations in the contract

Performance obligations are the explicit or implicit promises made to the customer or licensee in a contract. In a multi- element arrangement, it is necessary to determine if the promises made are distinct from each other or should be accounted for together as a bundle.

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Glaxo Smithkline Consumer Nigeria plc published this content on 30 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 October 2023 16:19:07 UTC.