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Page 4 of 165
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROYALTY PHARMA PLC
Opinion
In our opinion:
- Royalty Pharma plc's group financial statements and parent company financial statements (the "financial statements") give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2023 and of the group's profit for the year then ended;
- the group financial statements have been properly prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP), as permitted by Statutory Instrument 2015 No. 1675, "The Accounting Standards (Prescribed Bodies) (United States of America and Japan) Regulations 2015 as amended by Statutory Instrument 2023 No. 975, "The Accounting Standards (Prescribed Bodies) (United States of America and Japan) (Amendment) Regulations 2023";
- the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
- the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Royalty Pharma plc (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise:
Group | Parent company |
Consolidated balance sheet as at 31 December 2023 | Balance sheet as at 31 December |
2023 | |
Consolidated statement of operations for the year then ended | Statement of changes in equity for |
the year then ended | |
Consolidated statement of comprehensive income for the year | Related notes 1 to 12 to the financial |
then ended | statements including a summary of |
significant accounting policies | |
Consolidated statement of shareholder's equity for the year | |
then ended | |
Consolidated statement of cash flows for the year then ended | |
Related notes 1 to 15 to the financial statements, including a | |
summary of significant accounting policies | |
The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and accounting principles generally accepted in the United States of America (US GAAP), as permitted by Statutory Instrument 2015 No. 1675, "The Accounting Standards (Prescribed Bodies) (United States of America and Japan) Regulations 2015 as amended by Statutory Instrument 2023 No. 975, "The Accounting Standards (Prescribed Bodies) (United States of America and Japan) (Amendment) Regulations 2023" and in conformity with the requirements of the Companies Act 2006. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom
Page 5 of 165
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROYALTY PHARMA PLC (continued)
Accounting Standards, including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the group and parent company's ability to continue to adopt the going concern basis of accounting included
- obtaining management's assessment of the going concern status of the group and parent company;
- evaluating management's method of assessing going concern in light of market volatility and the present uncertainties;
- challenging management's assumptions and judgments;
- calculating financial ratios to ascertain the financial health of the group;
- obtaining copies of the debt agreements to identify the covenants in place and assess the likelihood of these being breached based on management forecasts and our sensitivity analysis; and
- reviewing the group and parent company's going concern disclosures included in the financial statements in order to assess that the disclosures were appropriate and in conformity with the reporting standards.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the group's ability to continue as a going concern.
Page 6 of 165
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROYALTY PHARMA PLC (continued)
Overview of our audit approach
Audit scope | ξ All audit work performed for the purposes of the audit was undertaken by |
the Group audit team. | |
ξ We performed an audit of the complete financial information of the | |
subsidiaries. | |
ξ We also performed an audit of the complete financial information of the | |
standalone parent company. | |
Key audit | ξ Group: Valuation of financial royalty assets and related interest income |
matters | ξ Parent: Recoverability of the investment in subsidiary undertaking |
Materiality | ξ Overall group materiality of $52 million (2022: $56 million) which |
represents 5% (2022: 5% of consolidated net income) of the average | |
consolidated net income for the latest period of three years. | |
ξ Parent materiality of $125 million (2022: $182 million) which represents 1% | |
(2022: 1%) of net assets. | |
An overview of the scope of the parent and group audits
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for each company within the Group. Taken together, this enables us to form an opinion on the consolidated financial statements. We take into account size, risk profile, the organisation of the group and effectiveness of group-wide controls and changes in the business environment when assessing the level of work to be performed.
All audit work performed for the purposes of the audit was undertaken by the Group audit team.
Climate change
Stakeholders are increasingly interested in how climate change will impact Royalty Pharma plc. The Group has determined that the most significant future impacts from climate change on their operations could be the additional investment and compliance risk associated with the implementation of new practices and reporting processes needed to address laws and regulations relating to ESG matters. These are explained on pages 63 and 93 in the business section and risk factors section of Form 10-K filed with the United States Securities and Exchange Commission, which forms part of the "Other information", rather than the audited financial statements. Our procedures on these unaudited disclosures therefore consisted solely of considering whether they are materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appear to be materially misstated, in line with our responsibilities on "Other Information".
Page 7 of 165
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROYALTY PHARMA PLC (continued)
In planning and performing our audit we assessed the potential impacts of climate change on the Group's business and any consequential material impact on its financial statements.
The Group has explained in the Climate-related matters note on page 4 how they have reflected the impact of climate change in the financial statements. This disclosure also explains that where governmental and societal responses to climate change risks are still developing these changes mean that they cannot be taken into account when determining asset and liability valuations under the requirements of United Kingdom Generally Accepted Accounting Practice.
Our audit effort in considering the impact of climate change on the financial statements was focused on evaluating management's assessment of the impact of climate risk and the significant judgements and estimates disclosed in the Climate-related matters note and whether these have been appropriately reflected. As part of this evaluation, we performed our own risk assessment to determine the risks of material misstatement in the financial statements from climate change which needed to be considered in our audit.
We also challenged the Directors' considerations of climate change risks in their assessment of going concern and associated disclosures. Where considerations of climate change were relevant to our assessment of going concern, these are described above.
Based on our work we have not identified the impact of climate change on the financial statements to be a key audit matter or to impact a key audit matter.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.
Page 8 of 165
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROYALTY PHARMA PLC (continued)
Risk | Our response to the risk | Key observations |
communicated to the Audit | ||
Committee | ||
Group: Valuation of financial | We obtained an understanding, | Our planned audit procedures were |
royalty assets and related | evaluated the design and tested the | completed without material |
interest income | operating effectiveness of controls | exception. |
related to the valuation of financial | ||
As disclosed in Note 6 to the | royalty assets and related interest | |
consolidated financial statements, | income. This included testing | |
the group's total financial royalty | controls over management's review | |
assets, net, were carried at | of the significant assumptions and | |
$14,827,093 thousand (2022: | other inputs used in estimating the | |
$14,184,425 thousand) as of | royalty duration and product growth | |
December 31, 2023. For the year | rates. | |
ended December 31, 2023, the | To test the valuation of the financial | |
group recognized income from | royalty assets and related interest | |
financial royalty assets of | income, our audit procedures | |
$2,197,754 thousand (2022: | included, among others, evaluating | |
$2,125,096 thousand). As explained | the methodology and completeness | |
in Note 2 to the consolidated | and accuracy of the data used to | |
financial statements, the group's | develop the key assumptions | |
financial royalty assets are | identified. For example, with the | |
measured at amortized cost using | support of statistical modelling | |
the prospective effective interest | specialists, we evaluated | |
rate method. | management's statistical | |
Auditing the valuation of the | methodology for sales growth | |
financial royalty assets and related | forecasts and performed sensitivity | |
interest income involved complex | analysis over the resulting | |
auditor judgment, because the | forecasted product sales. We also | |
assumptions used by management | tested the inputs to the model, | |
to forecast the expected cash flows | principally comprising historic | |
from the underlying royalties are | product sales and third-party | |
forward-looking and are therefore | analyst estimates of nearer-term | |
affected by future economic and | sales amounts, by comparing to | |
market conditions, such as the | analyst reports or published sales | |
impact of the entry of competing or | information. For royalty duration, | |
generic products to the market, | among other procedures, we | |
among other uncertainties. The key | compared management's | |
assumptions used in the valuation of | assessment of the likely date of | |
the financial royalty assets and | expiry of the group's cash flows | |
related interest income are product | against original purchase | |
growth rates applied to forecasted | agreements, as well as | |
sales and the royalty duration. | independently assessing the royalty | |
duration against available published | ||
information sources, such as those | ||
from regulatory bodies, | ||
counterparties, and product | ||
marketers. | ||
We assessed the historical | ||
accuracy of management's | ||
estimates by comparing expected | ||
cash flows to actual cash receipts. | ||
We also evaluated the related | ||
disclosures in the consolidated | ||
financial statements. |
Page 9 of 165
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROYALTY PHARMA PLC (continued)
Risk | Our response to the risk | Key observations |
communicated to the Audit | ||
Committee | ||
Parent: Recoverability of the | We obtained management's | Our planned audit procedures were |
investment in subsidiary | impairment assessment and | completed without material |
undertaking | reviewed the calculations. | exception. |
The parent company's investment in | With the support of valuation | |
its subsidiary undertaking, Royalty | specialists, we assessed the | |
methodology, which is based on a | ||
Pharma Holdings Ltd., was carried | ||
comparison of the market price for | ||
at $12,547,565 thousand (2022: | ||
the parent company's shares, as | ||
$18,173,400 thousand) as of 31 | ||
adjusted, to the carrying amount of | ||
December 2023. Under FRS 102 | ||
the investment in subsidiary held by | ||
the investment is recorded at cost | ||
the parent company. | ||
less impairment. Refer to the | ||
summary of significant accounting | We also audited the financial | |
policies in Note 2 and also to Note 4 | ||
of the parent company financial | statements of Royalty Pharma | |
Holdings Ltd., and we considered | ||
statements. | ||
the results of our work over profits | ||
The carrying amount of the parent | and net assets | |
company's investment in Royalty | ||
Pharma Holdings Ltd., together with | ||
the related impairment charge, | ||
represents substantially all (2022: | ||
99.6%) of the parent company's net | ||
assets and total expenses as at 31 | ||
December 2023, respectively. The | ||
recoverability of this asset is not at a | ||
high risk of significant material | ||
misstatement or subject to | ||
significant judgment. However, due | ||
to its materiality in the context of the | ||
parent company's financial | ||
statements, this is considered to be | ||
the area that had the greatest effect | ||
on our overall audit of the parent | ||
company. | ||
In the prior year, our auditor's report included key audit matters in relation to valuation of financial royalty assets and related interest income, and recoverability of the investment in subsidiary undertaking. There have been no changes to the key audit matters in the current year.
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.
Page 10 of 165
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Royalty Pharma plc published this content on 30 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 April 2024 14:29:15 UTC.