Mayne Pharma Group Limited (MYX) Earnings Call Transcript & Summary

Welcome, everyone. I'm Frank Condella, Chair of Mayne Pharma, and it's a pleasure to welcome you to Mayne Pharma's 2022 Annual General Meeting. As we have a quorum present, I'm delighted to open the meeting. We're pleased to be able to offer a hybrid meeting this year and offer shareholders a face-to-face experience for the first time in a couple of years as well as a live webcast via the Computershare meeting platform. So first of all, today, I'd like to take you through the procedural aspects of the meeting. Shareholders and proxy holders present in the room can ask questions. If you're watching on the webcast and you're a shareholder, you have the ability to ask questions at any time by using the meeting platform. Questions can be submitted on the platform, and you don't need to wait for the relevant item on the business agenda in order to ask your question. We're showing on the screen here now where the Q&A button is. [Operator Instructions] You can also ask verbal questions by following the instructions in the broadcast window, and we encourage you to lodge any questions now. If you experience any difficulties, there is an AGM telephone number included on the on-site meeting guide, and the recording of this meeting will also be available on our website after the meeting. We will address questions at the relevant time in the meeting, and questions may be moderated if we receive multiple questions on 1 topic and they will be combined together. So finally, due to time constraints, it is possible that we may not be able to answer all of the questions. And if that occurs, we'll revert back to you individually after the meeting with your unanswered question. Now moving on to the voting aspects of today meeting. Voting will be conducted by way of a poll on all items of business. Subject to the voting exclusions specified in the notice of the meeting, the persons entitled to vote today are all shareholders, representatives and attorneys of shareholders and proxy holders who hold red admission cards. On the reverse of your red card is your voting paper, which details the motions that are being put forward to the meeting, and relevant instructions are also printed on the reverse of your admission card. For those participating online, voting for all resolutions is open and will remain open during the AGM. If you are eligible to vote at this meeting, you will see a Vote icon displayed on your screen. Click on this icon will bring up a list of resolutions to present you with voting options. We're showing that here now on the screen. So to cast your vote, select one of the available options. You have the ability to change your vote up until the time I declare the voting is closed, at which time your most recent selection will be registered. I'd now like to introduce our Board members, senior executives and the company's auditor. Joining me in the room are fellow Non-Executive Directors, Professor Bruce Robinson; Director -- I'm sorry, David Petrie. Online, we have Non-Executive Directors, Dr. Carolyn Myers, Dr. Katie MacFarlane, Ann Custin and Patrick Blake. We have our 2 new U.S.-based management team joining us in person, our new CEO and Managing Director, Shawn Patrick O'Brien; and our new CFO, Aaron Gray. Our company secretary, Laura Loftus and Lisa Pendlebury, our VP of Investor Relations, will moderate all of the shareholder questions. And we also have the company's auditor, David Peterson, here in person, and I will now outline the procedure for today's meeting. First, I'll present my Chair's report, and then Shawn and Aaron will provide an update on the business. And finally, we'll go into the formal part of the meeting where we will vote on the resolutions outlined in the notice of the meeting. I'll now move on to the Chair's report. In fiscal year '22, Mayne Pharma commenced a transformation program to strengthen the Board, reposition the company for growth and explore options to unlock the value of Mayne Pharma. Our businesses are diverse, and through active management of the corporate portfolio, we plan to do what is possible to benefit all shareholders. Over the last year or so, we have refreshed the Board, adding new pharmaceutical and health care industry experience. Dr. Carolyn Myers and Dr. Katie MacFarlane and Ann Custin each bring more than 30 years of industry experience and have distinguished careers growing U.S. pharmaceutical businesses. David Petrie, one of our 2 Australian-based directors, brings financial experience and over 30 years of M&A advisory experience to the Board. In October of 2022, Shawn Patrick O'Brien joined as Managing Director and CEO. We believe Shawn is an outstanding choice for this role and brings more than 35 years of global pharmaceutical experience building successful enterprises. He has been a highly effective leader, and he has experience in sales and marketing, strategic planning and business development, product development and commercialization and complements our senior leadership team. He has a proven ability to turn around organizations, leading large and diverse teams and delivering growth. I'm confident the new management team under Shawn and Aaron, together with the Board, have the necessary skills and experience to direct the company and achieve strategic objectives. We're extremely pleased to have completed the sale of Metrics Contract Services to Catalent for a cash consideration of USD 475 million or AUD 722 million at the time of closing. The Board believes this represents compelling value for Mayne Pharma shareholders at approximately 5x revenue and 16x EBITDA based on historical data. The sale of Metrics significantly strengthened our balance sheet and unlocks value for shareholders through our recently announced capital management initiatives. Importantly, it creates a more focused business with less complexity and greater financial flexibility to pursue our strategic objectives. In terms of capital management, the majority of the net proceeds of the sale have been used to repay debt. This includes the syndicated debt facility, which was repaid at the beginning of October. We have reduced the receivables facilities from AUD 63 million at year-end, at fiscal year-end that is, to AUD 37 million at the end of October. The Board believes shareholders should benefit from the sale of Metrics as well, and we are planning to return up to AUD 113 million to shareholders through a combination of tax-efficient cash distributions. These include a fully franked dividend of approximately AUD 47 million or $0.027 per share and a pro rata return of capital of up to AUD 66 million, approximately $0.038 per share. Now note these figures are before any share consolidation, and the return of capital is subject to shareholder approval, which we're voting on today and a class ruling from the Australian Tax Office. The Board considers this distribution as the most appropriate way to efficiently return capital to shareholders and utilize available franking credits. The balance of the proceeds are being reinvested to support future operating and cash flow requirements and preserve flexibility to pursue suitable growth opportunities should they present. Now many shareholders have questioned, why is the share -- the company not announced a share buyback. The company is continuing to assess this and its ongoing capital requirements, and we'll have a better view on this in the second half of fiscal year '23. The company will continue to buy back and cancel forfeited out-of-the-money employee loan shares. The company bought back and canceled 25 million shares in August and intends to buy back a further 24 million shares in December and up to 34 million across fiscal -- or across calendar year 2023. Including all of these buybacks, the company intends to cancel approximately 5% of its shares on issue. Moving to the fiscal year '22 results. During this year, the company took a number of steps to better position the business for the future. And these included: aggressively rationalizing the retail generic portfolio on more sustainable products and channels. We restructured the TOLSURA, that's SUBA-itraconazole business model and discontinued direct promotion as this product failed to meet expectations; reduced the value of NEXTSTELLIS earn-out liabilities, given the slower uptake; and we took write-downs on intangible assets, largely relating to retail generics. The company reported revenue of AUD 425 million, up 6% on the prior corresponding period, reported EBITDA of AUD 87 million, up 32% on the -- an adjusted EBITDA of AUD 46 million, down 28% on the prior corresponding period. As the adjusted EBITDA line, our results have been impacted by the commercial investments made into the U.S. launch of NEXTSTELLIS and continued erosion of the U.S. generic retail business. Excluding the investments in NEXTSTELLIS, adjusted EBITDA was $90 million, up 24% on prior corresponding period. Now disappointingly, we reported a net loss after tax, which was impacted by the noncash intangible asset impairments and deferred tax asset write-downs. Now before handing over to Shawn, I wanted to take a moment to thank Scott Richards, Nancy Dolan and Ian Scholes for their valuable contributions during their many years of service on the Board of Mayne Pharma. Mayne Pharma continues to have a diverse group of businesses that provide us with various opportunities for growth. The Board continues to proactively explore all options to unlock value of Mayne Pharma's businesses for the benefit of shareholders. The company will maintain a conservatively structured balance sheet and pursue shareholder-accretive business development opportunities while driving improved profitability and cash flow. Fiscal year '23, which is the year we're in, is expected to be a transitional year and focused on resetting the business for growth. On behalf of the Board, I want to thank all my colleagues for their hard work and contribution to all of our shareholders for your continued support. I look forward to the future as we embark on a new chapter of growth. With that, I'll now turn it over to Shawn.

Good morning, and thanks, Frank. Good morning, everyone. I'm excited and honored to be leading Mayne Pharma through its next growth phase. I started on this role on October 1 and thought I'd share with you my perspectives on Mayne Pharma in my first 60 days. On the next slide, having been a biopharma CEO 5 times now, I've come to learn that there's really 3 things I can control in the business, and that's the people, the process and the products we have that serve the needs of our patients and drive profit to the business. So I'm going to give you a little highlight on what I'm seeing so far in my first 60 days with Mayne Pharma. First, the company has got some great products. Many of our products are essential to our patients and help them live better lives. We're also focused on providing more accessible and affordable products, which is a fundamental challenge in the health care industry in the United States. NEXTSTELLIS, which I'll talk to you more shortly, has really attracted me to the opportunity in Mayne Pharma. It's a novel product. It's the first new estrogen in 60 years. The estrogen E4 is highly selective and natural. Our #1 priority in the business is actually to make NEXTSTELLIS a huge success for the business. And I believe we can have the right people to do that and the right operational team and process and the commercial messages to get there. I spent my first few weeks actually interviewing our top sales reps, both in dermatology and in women's health and to understand what they are doing and what we could do better with the rest of the reps that aren't our top reps. We're now taking those learnings and driving the behaviors in the business to duplicate that success. Interesting, we looked at the top 3 performing women's health representatives in the United States. And if we were to replicate their performance across the entire business, our sales would be 2.5x what they are today and track to a really nice number for this year. We need to understand what are the right brand messages for NEXTSTELLIS, what is the right target customer, and what is going to -- that message that's going to resonate with our customers, whether it be a natural, better bleeding profile and what's going to drive the patient to continue to use the product. In dermatology, we have a portfolio of over 20 products, which includes a number of brands and off-patent products. The largest product Mayne Pharma had sold last year in the U.S. was Absorica for acne, a product that I launched in one of my former companies that we have achieved now 48% market share in less than 12 months, an amazing result for that brand. So it highlights the unique ability that we have to go to market with Mayne Pharma that's created in dermatology. We've been able to double the size of the Absorica market while driving that market share and take a leadership position with almost, as I said, 50% of market share of the prescriptions. I've been impressed by the alternative channel strategy that the team has developed, and I believe it's unique and offers real value to patients, prescribers, the pharmacy and our supply partners who have licensed the products from. In everything we do, we need to be focused on the patient, ensuring that we are creating value for them, reducing their costs and creating access for our products and greater convenience. We have some work to do to get our business in order. Frank talked about the sale of Metrics. While that is strategically important and repaired our balance sheet, that's meant we've lost a key business contributing to our EBITDA because the EBITDA, if you look at last year, was driven by Metrics. Fiscal year '23 is a transition year. We're investing over $20 million incrementally in NEXTSTELLIS' launch here in Australia and also in the United States. We're facing some headwinds in this half in the dermatology, which Aaron will give you more details about shortly. Our key focus is to generate operating cash and return the business to profitability next year. Next slide, please. Moving to our strategic priorities. I do see our core strategic priorities not materially changing. It's about building our core women's health, dermatology business, continuing to grow our international business, harvesting the cash flow from our retail generics business in the United States and actively participating in the disintermediation in the United States and creating access for our patients to our products. Into women's health, we're focused on driving NEXTSTELLIS and creating a market leadership position, and you'll see the data that our new scripts is allowing that to happen. It's essential with that infrastructure that we have in place with our women's health business to bring in on other products to make that commercial machine more efficient and drive other sales in the women's health area. So we're looking at a number of products currently and market dynamics, and the global cost of capital increasing is presenting opportunities for us to bring in more realistic products on realistic multiples of earnings. We hope to have some tangible outcomes in disintermediation across the second half of fiscal year 2023 and building on that dermatology business. We have a strategic relationship with GoodRx and it's showing to be highly effective and it's a key part of that. So let's focus a little bit on NEXTSTELLIS and give you some more information. Next slide, please. It's been performing really well. But this is not a typical pharma launch in the United States. We didn't do the typical prelaunch activities and prime to market and educate. When you're bringing a new product into a new -- of a class, first-in-class product like E4 and NEXTSTELLIS, you need to educate the educators in the marketplace significantly, and that didn't happen because of the timing of the approval actually came faster than the company expected, and we didn't have the resources in place to do that. So if you really look at last year, that was our prelaunch year, and we're now in the commercial efforts for NEXTSTELLIS. This page highlights the top brand performance we see today with 10%, 11% growth of new Rxs and total Rxs. So year-to-date, we've achieved cycles roughly of 65,000 till the end of October. And this has allowed us to drive over 10% new Rx and 11% TRx. So I've spent the last 60 days really looking at reviewing NEXTSTELLIS and its performance. As I said, it's important to the value of the company going forward. And my view is we need to improve on how we target our physicians. Our launch strategy was looking at the top decile doctors in the United States who are focused on brands. And the brands are really driven by 1 product, and that's low level, but has probably 80% of the branded market in the United States. But really, 80% of the volume is in the non-branded market. And that's where we have to peel. We need to talk to OB/GYNs, especially younger females that are under 36 years old that are prescribing birth control for patients for their first time in their life. That's where our real opportunity is. And secondly, we need to make sure our reps are having impactful calls with our customers and having the right message. There's -- every strength over time becomes a weakness. In NEXTSTELLIS, there's no product brand performance issues. The feedback from our customers are really excellent. And we have all these great benefits. And the problem is it's actually honing in on the right benefit for that customer in the right moment and giving the reps the ability to sell effectively. So we're having a refocus on more impactful calls and more focused calls on the right customers, and at the same time, we're removing barriers for the patients to ensure they get access to the product. The abandonment rate, i.e., when you have a physician prescribe the product and then eventually coming through the pharmacy, was in over 40% in a range, and we're driving that down. So finally, understanding the patients and the physicians, their adoption cycles and getting the right message is what we need to do with NEXTSTELLIS. Next slide. Since launch, we've increased the number of writers to over 6,000 and continue to see productivity increase for each of those writers. Many physicians now have over 100 patients on NEXTSTELLIS, and seeing the product perform just like the data shows, low bleeding rates and high acceptability by the patient. The NEXTSTELLIS direct-to-consumer campaign started earlier in the fiscal year, in the summer just passed. We see in our website move from 20,000 users per month to over 150,000 this month and the previous month. Consumer-aided awareness amongst our target audience has increased from 0% to 17% with this program in just 3 months, and our digital marketing campaigns have reached millions of women's in multiple times. We're confident that the direct-to-consumer campaign will lead to step up in our prescription volume in the coming months. We continue to watch closely the political action occurring in the Affordable Care Act or also known as ACA. And there is an opportunity that patients will be able to get birth control pills or birth control methods free with no -- free coverage with no out-of-pocket costs. So that could be a game changer for all products in the birth control market and a benefit for NEXTSTELLIS. Next slide. If we look in Australia, we launched in August -- next slide please, and the launch has been focused on building awareness on NEXTSTELLIS and E4 among GPs and specialists who are the key writers of branded contraceptives. We've shipped the stock into the wholesalers, and we're seeing the uptick of this product slightly ahead of plan and distributed over 8,000 samples into the physician's office. We hosted a number of launch events around the country and are actively participating in key medical conferences. Our national sales team has been expanded to 15 reps who are now actively in the field educating physicians. And so far, we've had over 8,000 interactions with health care professionals here in Australia and conducted speaker training with key opinion leaders in the marketplace. We're sponsoring content, advertising key publications in October Medicine Today, a peer-reviewed medical journal reviewed E4 as the new estrogen for contraception. A key highlight this year is Australia has been the finalization of a $4.8 million grant from the government to actually improve our facilities in Adelaide and Salisbury facility. This grant will allow us to expand and modernize the Salisbury site in South Australia and add new capability and capacity for the facility. We'll see a high-speed encapsulator and blister packaging line and solve improve the efficiency. New technologies such as serialization will be introduced to support the export of our products into the U.S. market. And for those of you who don't know, Salisbury site is actually the largest Australian-owned full-service solid dose in topical manufacturing FDA- and TGA-registered products in the market. This site can offer full end-to-end pharmaceutical services from development to commercial manufacturing of products and distribution. We continue to see solid growth in our third-party CDMO business. Next slide. In dermatology, we've created a business model that's really focused on access, contains a mix of brands and off-patent products in dermatology, which have an extensive network of physicians and independent of specialty pharmacies. Our go-to-market model is focused on providing greater convenience and price transparency for our patients, reduced administration for the physician and greater throughput for the dispensing pharmacy. Over the last 18 months, we've partnered with a number of well-known pharma companies shown here on this slide to launch a number of new dermatology products into our network of retail specialty pharmacies. Today, our portfolio of dermatology products can support 1 in every 3 scripts written in the United States for dermatology. Growing this portfolio is going to be a huge driver for the business. I will now turn it over to Aaron, who will talk more about the performance of the dermatology business, and then I'll return to give you a view on our outlook for fiscal year '23. Thank you.

Thanks, Shawn. Hi, everybody. To give a quick update on our dermatology business. Our dermatology business has struggled a bit in the early part of fiscal year '23. We are still expecting the dermatology business to be a driver of growth. As you can see, in the -- we know folks can't hear. I'm sorry, I told Lisa I was going to stuck [indiscernible]. As you can see in this chart, this is underlying demand for the products that Mayne Pharma offers. By launching new products in fiscal year '22, we've been able to significantly grow the underlying volume for this business. Launching of these products has had some volatility. We've had some challenges. You can see down here. The -- we've had some volatility in the revenue. So basically, what we've done is we've launched a number of new products. We've pushed sales very hard on these new products. The value proposition for the dermatology portfolio is not just products. It's an ability to offer a solution for patients, for folks writing scripts as well as for partners that we partner with and for Mayne Pharma. And so one thing that's critical in the dermatology business is to make sure that we have product available for sale. Because when we run out of product, the value proposition of the portfolio is impaired, frictionless interactions between script writers and between patients. And so with the launch of the new products, we did push inventory into the sales channel. You can see a fairly steep spike in the lower left-hand corner with a very high revenue at the end of fiscal year '22. This enabled us to realize significant market share gains in the new products, but this has also had an effect on the early part of fiscal year '23. Pushing more inventory into the channel has resulted in lower revenues at the early part of fiscal year '23. We've also seen, with the launch of the new products, a different experience rate in some of the co-pay coverage that was necessary on those products. The co-pay coverage is patient support and some of the new products, the experience rates historically have not held true. This has resulted in some higher co-pay charges in the first part of fiscal year '23. If we normalize the gross-to-net for our historical gross-to-net ratios, we would expect to see revenues closer to $14.7 million when in reality, what we see is much lower in the early part of fiscal year '23. Next slide. So by way of a trading update, first point, NEXTSTELLIS. We obviously show positive revenue through the first months of the fiscal year based upon the growth in cycles. We have dermatology and retail generics making up our PPD business. The PPD business is struggling with revenues $33 million below expectations. This is where the impact of discontinued products, the impact of inventory in the channel and the impact of the higher-than-expected gross-to-net charges has hit us. We've made some adjustments to those programs. We've modified our co-pay programs, and we expect as a function of normalized trading patterns and with the modifications we've made to the co-pay support, we expect these effects to normalize out in the second half of fiscal year '23. Other movements we've had, the international business shows growth benefiting by the CDMO business in Australia. Okay. Next slide, please. Cash position. So cash position as of October 31, '22, this is post debt so we've paid off the syndicated facility and reduced the receivable facility, as Frank mentioned. We currently sit at a net cash position of AUD 320 million. Going forward, as we look to seek to return funds to shareholders, we have a theoretical position of AUD 207 million, so reflecting the overall position of a much strengthened balance sheet. I think now I turn it back to Shawn. Okay, thank you.

Next slide, please. Thanks, Aaron. As I said, fiscal year '23 is a transitional year for the business, focused on resetting the business for growth and driving profitability in fiscal year '24. We see continuing target underlying demand of 350,000 cycles for NEXTSTELLIS in fiscal year '23 in the United States and expect sales momentum to accelerate in the second half, following the direct-to-consumer campaign and other commercial changes we've made to the business since I've come on board. In first half fiscal year '23, we'll be impacted by a number of significant items, including the normalization of trading patterns with suppliers and consumers and investments made into NEXTSTELLIS. We've seen higher co-pay costs in dermatology, the gain on sale of Metrics, the transaction and restructuring costs and the potential noncash year-end adjustments. We expect the second half to be a clean result and benefit from a number of new product launches such as generic cardizem SR and generic NUVARING. Whilst the first half will be a complex result, we're focused on driving improved profitability and cash flow and returning this business to positive EBITDA in fiscal year '24. Finally, I'd like to thank all our employees across the world for their commitment and contribution to the business during fiscal year '22 which has been a very challenging time and thank our shareholders who continue to support us. I'll now hand it back to Frank, and he will complete the formal part of the meeting. Thank you.

Thank you, Shawn. So now we'll move to the formal part of the meeting. And this is where shareholders have an opportunity to ask questions. So this AGM provides an opportunity for you to reelect your directors and to elect -- reelect directors that have been added this past fiscal year, to reflect on the company's performance over the past year and to raise any questions you have about our company. All shareholders should have received a notice of meeting, and it's my intention to take the notice of meeting as being read. I want you to make sure that all shareholders feel comfortable to ask questions today and express any concerns you might have. There are a number of procedural matters which I must draw your attention. This is a shareholder's meeting and only shareholders, their attorneys, proxies and authorized company representatives are entitled to vote or ask questions at this meeting. In order to ensure that all shareholders' views are taken into account, all items of business before the meeting where a vote is required will be determined by way of a poll. So I appoint David Squires, who's in the back of the room here, of Compushare (sic) [ Computershare ] Investor Services as the returning officer to manage the poll process. If you experience any difficulty in participation via the online platform, please call the AGM helpline on your screen. We'll show you the proxies received from shareholders after we have taken questions on the relevant terms of business or items of business rather. And open proxies in favor of the Chairman will be voted in favor of all resolutions on the agenda. So I'll now go through the items of business. And the first item of business listed in the notice of meeting is to receive and consider the financial report of the company for the financial year ended 30th June 2022, and the reports of the Directors and the auditor. This item also gives shareholders the opportunity to ask questions about the company and its operations. And the company's auditor, David Petersen from EY, is available today to answer any shareholder's questions on the audit, if required. So I'll first deal with any questions that have been received prior to the meeting, and then we'll move on to address questions from shareholders here in person at the meeting, and then we'll move to any questions that have been submitted online. Lisa, our Head of Investor Relations, will read out any questions asked prior to the meeting or online. So Lisa, have we received any questions prior to the meeting?

Yes, we have. There's been 1 question from [ Andrew Burns ]. As a shareholder, I have watched the dwindling price decline of my investment. As a shareholder, I have been repeatedly offered platitudes about the underperformance and the failure to perform as a profitable business. When is there to be a return to profitability and when is there to be a significant return upon investment?

So Andrew, thanks for your question. In the outlook statement, we stated return to profitability in fiscal year '24. And Shawn, do you have another comment?

We're investing in the business. We have changed some processes in the business. You've seen the impact that we had on the dermatology franchise in the first half. And we are really happy with the growth we're seeing for NEXTSTELLIS, and we're going to use the capital to make sure that we -- return on investment is industry-leading going forward.

Thanks, Shawn. Liz, do we have any other questions?

Not before the meeting.

Any questions from those in the room? Yes, sir.

The microphone is just coming.

My name is [ Barry Telford ]. I've got a question about the accounts and the high level of impairments over the last 2 financial years, $190 million or so in the '22 and $220-odd million the previous year. And based on what Shawn has said, doesn't -- he's reported, it looks like there might be some more coming up this year, but just getting back to the 2 years that are in the accounts. It's all very well to say, oh, this is noncash, this is noncash. At some stage, resources of the organization have gone out the door, have created those impairments. What I would like to know, please, is in what years did the resources go out the door that led to those impairments of the $220 million and $190 million?

Okay, all right. Absolutely. Aaron, I think I'll try to answer this question, but if you want to chime in, be happy to. So this all happened due to an investment made back in, I think, 2015?

'16.

'16. The company raised a significant amount of capital, both through equity and debt to purchase a number of generic products from Teva Pharmaceuticals. That was just prior to the U.S. generics market actually tanked to be perfectly honest. And the write-offs have come as a result of that investment. Now we're not the only company in the U.S. generics business that has had this issue. If you look at any of our peers in the market, including Teva, what's now -- it was called Mylan or Viatris or now called Viatris for -- I'm trying to think of another one, Lisa.

Actavis.

Yes, okay. And all of their stocks have just gone down. In fact, one generic company by the name of Endo filed bankruptcy. So it was a really nasty situation, unfortunately. And the reason is because there's 3 major buyers in the U.S. market, their wholesaler chain combinations. And the U.S. FDA has, in most cases, approved several generics for each product. And when that happens, we only have 3 buyers and about 8 suppliers, it drives the price down dramatically. So unfortunately, most, if not all, those write-offs are related to those products. Is that about right, Aaron?

Yes. That is correct. I'm sorry, my microphone is struggling. We've had some other impairments, which were related, in part, to timing. One of the impairments that was taken during fiscal year '22 related to the NEXTSTELLIS product. And it was more related to the timing at which some of the comments Shawn made related to the prelaunch year, pushing out the peak sales reduces the present value of the asset. And so we did have an impairment as a result of that, but the vast majority of the impairments are, as Frank said.

Yes, just to further explain that. When we made the acquisition of NEXTSTELLIS, there was a value assigned to it based on the forecast at the time. And now the slope of that forecast is more gradual, which has reduced the present value of the asset. But as you point out, sir, it's a noncash adjustment.

There is a follow-up. So that purchase caused all these impairments, correct me if I'm wrong, would have happened under the previous Managing Directors, right?

That's correct.

One of the current directors who's up for reelection today is on the Board. Is that correct?

There's 1 remaining director on the Board, Professor Bruce Robinson, who is up for reelection, yes, sir.

So he was on the Board at the time?

He was, yes. Bruce, do you want to make any comment?

It's easy to be clever in retrospect. At the time we made that purchase, the market, the really good portfolio of drugs that we bought from Teva was buoyant. And subsequently, the number of wholesalers in the U.S. was reduced from 6 to 3 because the regulator in the U.S. allowed that consolidation to take place, making it, frankly, less competitive for us to be able to sell drugs. Now you can argue whether that was a good decision on their part, but nonetheless, that was a decision that they made and the decision that we had to wear.

Okay. Another question, Lisa, or any other questions in the room? Yes, sir.

There's been a number of litigations against Mayne Pharma during the year. Are there still any outstanding litigation or still to be resolved at the moment?

Any litigation due to what? I'm sorry.

Still to be resolved?

To be resolved. No. No, I think -- well, first of all, we don't comment on litigation other than we are -- any suits brought against the company, we are vigorously defending. But as far as I'm aware, Laura, is there any...

The details of the litigation is in the annual report, so that's all.

Yes, all litigation is detailed in the annual report. Any new litigation would be obviously announced. We would make an announcement to shareholders. Does that answer your question?

Yes. So at the moment, all the litigation has been resolved?

Disclosed. No. There's some ongoing litigation as outlined in the annual report or on our website. You can see that.

How many are they outstanding?

I can't remember exactly. 4 or 5? Yes.

On page 69.

Yes. It's pretty usual for a pharmaceutical company to have litigation, unfortunately. And like I said, we've got good defenses, we believe. But we have to wait and see how they play out, okay? There's any -- is there any accounting effect of any of the litigation? No.

Any impact's already disclosed.

Already disclosed, yes. Okay. So next question? Yes, sir. Right here in the -- with the yellow card.

My name is [ Betty Cooper ]. Just a quick question on the relationship between Mayne Pharma and Mithra. And can you describe and tell us how that relationship is working in relation to NEXTSTELLIS? The second part to the question, if Mithra are successful in getting all the regulatory approvals for Donesta, will Mayne Pharma pursue a similar arrangement for Donesta that it has with NEXTSTELLIS?

Well, we have a very good relationship with Mithra actually. In Shawn's first 2 months, he's had a face-to-face meeting with the CEO and the Mithra team. We have -- in fact, the CEO of Mithra is someone I did business with 20 years ago. So I mean there's some personal relationships there besides business relationships. We've got a good, open, transparent discussion ongoing. Professor Robinson and Shawn are planning a visit to Mithra in the coming year, and we continue to review Donesta. E4 is a very interesting compound. But I think our focus right now in the very present future are on accretive assets, and Donesta is still a little ways away. So if there's a situation in which we can secure that asset, we'll continue to look at it. But in terms of use of capital right now, I think as we've said in my report and what Shawn has mentioned is our focus is on anything that's immediately creative or very near-term creative -- accretive, sorry. Yes, sir, by the window.

My name is [ Michael Mel ], I'm a shareholder. Inventory write-offs have been a real pain for the last so many years. Is that just nature of the business that once the -- I don't know, once it runs out and we're holding all this stuff, it just -- we sell it for next to nothing or we...

Well, yes. So the question is related to inventory write-offs. And it's really a nature of the retail generic business in the U.S. I mean the terms that you get from wholesalers are -- I don't know how to describe them other than if you sell product into wholesalers and they decide that they can get it for a better price from another supplier, they can switch. So hold on to your inventory until it's nearly expired and then send it back to you. It's an absolutely horrendous situation. And that's why we're trying to focus more on a disintermediation strategy where we go around the wholesalers. But wholesaling and retail generics is not where we see our growth in the future, but it has been a good cash contributor and it has been a business that continues to generate profits right now, but it is fraught with these kind of issues.

My second question is I've actually visited both factories in over the years. And it's about your intention to maintain Salisbury?

Well, Salisbury is a great asset.

When Mayne first started, there was an attempt at a management buyer because of the value that was held at Salisbury. Is that the longer-term goal is to maintain Salisbury?

Okay. Well, let me just say that personally, Salisbury has kind of a warm place in my heart. I worked for [indiscernible] 22 years ago and visited that facility back then, spent quite a few visits to Salisbury back in around 2000, 2001. Right now, we are in the process of trying to upgrade the facility. There's been a slack from underinvestment and some capital equipment. In fact, some of the equipment we're still using there was active 22 years ago. Now pharmaceutical technology changes. The high-speed encapsulator we're talking about here is just a huge improvement over past encapsulators we've had in the past. It's necessary to continue to grow the business related to capital. So right now, we are -- we have no plans to divest the facility. Whether or not long term, that facility becomes more attractive on its own or as part of another business, we always have to look at -- as I said in my statement, we always look at the assets and the businesses that the company has and try to determine what's best for Mayne Pharma shareholders. But yes, I mean that's -- we did divest Metrics, which was our other manufacturing facility. And you might logically think, "Oh, well, should Salisbury be next?" But we don't have any plans for that right now. Okay. Any other questions in the room? Good. So I will see no further questions. We'll move on to the next item of business. The next item of business is the election and reelection of directors. Now I've just been Chair of Mayne Pharma for just over -- just 13 months now. And I have to say that I'm very pleased to have been able to recruit the directors that we're voting on today and for the reelection of Professor Robinson. As I mentioned in my speech, this has been so valuable to get people like Ann Custin and Katie MacFarlane and Carolyn Myers and David Petrie to join our Board. They bring a wealth of experience and capabilities. And we believe that these directors are going to help work -- help the company move forward, work with management and drive future growth. So as I mentioned, Professor Robinson is up for reelection after 3 years. And Ann Custin, Katie MacFarlane and Carolyn Myers were just appointed -- sorry, Carolyn is out for reelection, is she? She is, okay.

Katie.

Katie is, yes. I'm sorry. I thought Carolyn. Carolyn was up for election last year, okay sorry. But she did join within the last 12 months, which has been very good. So anyway, I'll take any shareholder questions on this. Lisa, have there been any questions?

Yes. There was 1 question from [ James Dimmer ]. However, this question was related to all the previous directors, and he called out Roger Corbett [indiscernible] and suggested that the performance of the business has reflected the quality of the Board.

Well, I think I've just mentioned, we've got a Board that we feel is fit for purpose for the future, and I think that shareholders should be hopefully happy with these -- with this new Board and be honored. So any other questions? Yes, sir, in the back of the room.

Yes. I don't feel as though the current Board has got much skin in the game in regards to shareholding. The share price has reduced quite substantially and now we hear about the positivity about returning to EBITDA in 2024. So I'd assume that if there's going to be shareholder value, I'd like to think that the Board would purchase some shares.

Yes, sir. Well, that's a good question. I think you'll note that I've acquired a number of shares since I've been on the Board and so has Professor Robinson. The new directors have not actually been able to buy shares yet. There's a number of blackout periods when insiders are not allowed to buy shares. And since we were working on the sale of Metrics for a lot of the past calendar year, people could not buy shares if they were aware of the process. That was disclosed and then we were close to the AGM or the year-end results. And then so you got to wait through the year-end results. And then we knew that -- so anyway, long story short, we've been in a blackout period. After this AGM and the trading update, there will be a brief open period where directors will be able to buy shares. I certainly encourage directors to buy shares during that period. And there is actually a shareholding requirement for directors. And so the story is the new directors have not had an opportunity yet to buy shares. Lisa, yes?

Yes, there's a question on the phone line.

Go ahead, please. Someone's on the phone line wants to ask a question. Go ahead, please. Okay. Well, I think we'll move on. The next 2 -- okay, hello?

Just had a question.

Okay. State your name, please, and then ask your question. Hello? [Technical Difficulty] You know what I would suggest is you actually type your message into the platform and that will come up and we'll answer it later in the meeting. Okay, thank you. The next 2 resolutions concern remuneration and include the company's remuneration report, which is set out in the annual report, and the issue of performance rights to our CEO. Under the Corporations Act, shareholders are entitled to an advisory vote on remuneration report. The challenges faced by Mayne Pharma have been reflected in the financial results of the company as well as in the remuneration outcomes for senior executives. Over the last 5 years, no long-term incentives have been exercised and more than 90 million long-term incentive issues have expired or been forfeited. Furthermore, no long-term incentives are currently in the money and can be exercised. So this year, we've made some changes, however, to the management incentive program to ensure it's aligned to market practice and would allow us to attract new talent. The key changes we made include the introduction of a short-term incentive. The short-term incentive is based on a number of performance metrics that have financial implications. 50% of the short-term incentive, which is short-term incentives paid annually, would be earned if cash and the balance would be earned in cash, in other words, paid in cash. And the balance of the other 50%, if it's earned, will be in deferred equity rights. So it's really a 2-year program and it's subject to that year -- that additional year of service. Now the long-term incentive has also been restructured. It's been moved to a 3-year performance period with no retesting. We've also reduced the program from 5 years to 3 years, which helps the dilution of the scheme. There have been no changes to performance metrics, which are based on total shareholder return, 8% compound annual growth from minimum vesting and 15% minimum -- maximum vesting. And these, as I said, are compounding each year. So I'd now like to turn over -- I'd like to now move to see if there's any questions on the remuneration report or the issue of performance rights to Shawn Patrick O'Brien. Lisa?

Yes, there's been 1 question prior to the meeting. The question comes from [ Brendan Genom ]. Given the decay in the share price since 2018, pre pandemic, can the Board please advise why the remuneration report should be voted in favor?

Well, the remuneration report reflects the compensation of the Board and management. Mayne Pharma has had a policy focused on aligning that management incentive system with shareholders and significantly weighted to at-risk remuneration. And as I mentioned earlier, the remuneration policy has been effective in that no long-term incentives have vested and no management received any benefit from a short-term incentive or long-term incentive over the last 5 years. And we -- as I mentioned also, we have a shareholder requirement for nonexecutive directors. Is there any other questions or questions from the floor? Yes, sir.

[ Barry Telford ] again. Just looking at the remuneration report and the amount of awards made to the previous Managing Director and the previous Chief Financial Officer. Given all the write-downs that have occurred on their watch, I'm just staggered that they could still be getting awards. And secondly, as mentioned, loan shares. I'm just -- does that mean the company is lent the money to buy shares? Or what is the loan share? Because some other companies have done this and then they write the loan. And I would hope if that's the case here, there will be no loan written off.

Okay. So first of all, the remuneration report is backward-looking. So all of those long-term incentives that were granted for previous management are out of the money right now. So the -- even though they're listed in there, the share price would have to be substantially higher than it is today for them to be worth anything. In terms of this loan share program, we're not using that program anymore going forward. It's quite dilutive. And how it works, I would rather ask someone else to explain it. So Lisa, would you like to or Laura?

Okay. So the way the loan share program works is that shares were -- instead of issuing options or performance rights, shares were issued to participants and there was a corresponding loan. The loan is nonrecourse if the share price [indiscernible]. If nothing vests, the participants receive nothing and the loan is sort of forgiven, so nothing happens. If the shares vest, then the loan has to be repaid before any values get -- given to the participants. So they only get a gain on the share price if the vesting conditions are met.

It's effectively like an option...

If they don't vest, the loan would be written off if they don't vest.

There's no -- they don't get any shares. The shares that are canceled...

Okay. But they've got money in their pocket [indiscernible] there's a loan.

No, no, no. There's no loan -- there is no cash going to the employee.

There's no cash.

Right. Just terminology of it is...

It was like an option, but it's structured to share sort of an option.

Okay. Yes, okay. I know it's confusing. I wasn't aware of a program like this in my past experience. So as I said, we're not using it moving forward. Yes, sir, you had a question with the yellow card, okay. Any other questions in the room? Okay. Let's move on to the next item of business then. So now I move to the Resolution 7 and 8, which cover capital management activities. And following the sale of Metrics, the Board has declared a fully franked special dividend of AUD 47 million and is proposing a capital return of $65 million, which is subject to approval of this resolution and also the Australian Tax Office, confirming that any such payment will not be treated as a dividend for income tax purposes. Together, the capital return franked dividend would be a cash distribution of $0.065 per share, pre the share consolidation. So we believe these distributions are the most tax-efficient way to return funds to shareholders. So the final resolution is the proposed share consolidation, which, if approved, would result in every 20 shares being consolidated into 1 share, and this will result in the number of shares being reduced from 1.74 billion shares down to 87 million. So Lisa, have there been any questions related to these resolutions?

Yes, there have. There's been 2 questions asked prior to the meeting. The first question comes from [ Leslie and Phillis Swith ]. How will the special dividend be sent to U.S. investors? Will Australian tax be taken out prior to the dividend distribution?

Okay. Our share registry, which Computershare -- which is Computershare, enables international shareholders to set up a global wire account through Citibank. And you can receive your dividends in your local currency and the service. You need to open an account in Computershare Investor Center, which can be found easily on a Computershare home page. So I hope that you can find that. If you have any further questions, feel free to call in Computershare or to call Lisa. The next question?

The second question comes from [ Christopher Macy ]. Is the purpose of the share consolidation to list on the U.S. stock exchange in the future? Or is MIS being packaged up as a takeover target?

So first of all, we have no plans to list on the U.S. exchange at this time. Just to comment on that, I mean, I think we have to have a -- get our growth story really cooking before we'd even consider a dual listing in the United States. So right now, we're very thankful for our support of Australian shareholders. And our Australian listing is key, and we have no plans to list anywhere else in the world. We believe a share consolidation will enable a more appropriate and effective capital structure for the company and a share price more appealing to a wide range of investors and some more efficient pricing in the stock. And it should reduce speculative day trading, which can kind of move the share price in a strange way. Also, it reduces short selling and will encourage institutional investors, we believe, in terms of buying stock. So finally, there's no plans to purchase -- to package this up as a takeover target. But like I've always said, when I'm involved with public companies, we're for sale every day. People can buy our shares on the open market. So obviously, we don't control who buys themselves our shares. Okay. Any other questions, Lisa?

There's 1 final question online, and it's from Phil Hodges. Will there be any consideration towards divesting any of the generic products?

Hello, Phil. Haven't seen you in a while. It's nice to hear from you. Phil was a former director of the company and had been a founder of Metrics Contract Services. So Phil, we continue to look at all of the assets of the company to do the best thing for shareholders. And we're not investing heavily in generics right now, but we do have 2 important launches coming up in the near term. We have diltiazem, which is actually being manufactured in Salisbury here in Australia and going to be launched in the United States in the next couple of months. And we have the generic NUVARING, which will be launched, which comes from Mithra. Any other questions?

Yes, I think the shareholder who put his hand up before to ask an audio question is trying to do it again.

Okay, all right. Open -- go ahead. Hello? Shareholder question?

Yes. Just a question about the generic medicines in Australia.

Go ahead.

Yes. At the moment, there's a big shortage of generic medicines in Australia. And also I have noticed that a big jump in the cost price of most generic medicines of the top 100 medicines in Australia. Is there any impact on the Mayne Pharma for that price increase?

Stefan, do you want to answer that question? We have Stefan Cross here, who is the President of International in the back room. Could you give him the microphone, please, in the back?

A lot of the pricing increases that we're seeing in Australia -- the price increases that we're seeing in Australia related to the changes that the federal government put through with the PBS adjustments. The federal government have actually increased prices to reflect the fact to make it a more sustainable market for manufacturers and suppliers to the Australian market, which was recognized throughout the pandemic that some of the low pricing of generic drugs in Australia actually made some of those products less attractive to import relative to global markets. And so the PBS has actually increased pricing. And so there's a modest benefit that Mayne Pharma will actually see some of those price increases that flow through. Just some of our products that are on the PBS, not all of the products are actually a benefactor of that price adjustment.

Right. And also, I see a lot of generic companies, they do have the opportunity to sell more of their products if they offer a full generic portfolio to the pharmacies. Like, for example, Viatris that used to be Mylan, Sandoz, Apotex and all that. Is there any directive for Mayne Pharma to do the same thing, to have -- offer a full generic portfolio? Because like for Mayne Pharma, we have like a few very few generic molecules, they're unlikely to sell unless a package is offered to the pharmacy. Would they get big discounts or rebates or anything? Is there any thought to think that Mayne Pharma would offer to pharmacies just to encourage stocking the medicine?

The portfolio strategy that plays out in Australia is not part of the program that we have here for our Australian business, simply because our range of products is relatively small to companies like Mylan, Sandoz that have a much, much larger portfolio and a global supply network to be able to support that. So for us, we don't see ourselves trying to compete in that market space, rather actually filling in with certain molecules and products that we have in our portfolio where there's much more of a niche play overall.

Yes. And the last question, in regards to the all the accounts of products, financial items, like the [indiscernible] or the Magnoplasm and all that. I see companies, they have a portal on the website and it allows pharmacists to take advantage of the deals and also will save the cost of paying to a third party to promote those products.

So we've had an online platform for our consumer portfolio. It's been called consumer-facing than pharmacy-facing. But we have -- we do range our products with trade deals through our sales team. So that should be accessible to anyone within the industry as well [indiscernible] any particular ranging.

Thank you very much for your questions. Are there any other questions, Lisa? Any other in the room? Yes, sir, in the back.

[ Daryl Shore ], a shareholder, and I also represent 2 of our companies, of which I'm Managing Director, Shore Proprietary Limited and Shore Corp, Shore Family Investments Private Limited. Past history of share consolidations have been disasters. I don't know why you're not -- instead of doing a 1 for -- I think it's 1 for 20, why don't you do at least just 1 for 10? Past experience has shown that share prices after consolidation, not very long after that, they just collapsed to nearly the same level to what they were before. Mayne Pharma's share price used to be much higher. And these days, it's only about $0.26, $0.27, $0.28, which is I find as actually ridiculous. But why -- I just want to give you one example. ProMach packaging. The share price was 1 for 10 consolidation, and it collapsed to about $0.30. They were much higher than that before that. So I just wonder why are you insisting on the 1 for 20 instead of just even just the 1 for 10?

Right, okay. Thank you for your question. I understand. We picked the 1 for 20 as a -- to get a target share price after consolidation that we thought was the best range for our trading. And I understand your concern about share consolidation and shares going down afterwards. David Petrie, who is on our Board, I might ask David, do you want to make a quick comment?

Thanks, Frank. Yes. Look, I can't comment on the specific examples that you're giving, but I think over history, a lot of instances of share consolidations happen for companies that have been experiencing some challenges. And you can look at the data and I respect your view. In some instances, those companies after share consolidation keep performing under expectations so there's downward pressure on their price. And I mean, you can see the reverse when the share splits, shares are going well. They continue to go well afterwards and the share price goes up. So the actual consolidation itself, it's like having 5 pieces of cake versus 1 that's 5x larger. It's the same value. The issue is what's going to happen in the future. And that's all a function of the outlook for the company and how it performs. And we just wanted to reset the price. It's something that's in keeping with other shares that are doing well, and we're happy to do well.

Thanks, David. Thank you. Yes. So really, no matter what the consolidation is, 20 or 10, it's about the future performance of the business, which is going to drive the share price. Yes, sir.

[indiscernible] resolution 5 and 6.

Can you go to the previous slide, please? Where, sir? Go back 1 more. Here you go. Okay.

Okay. I just want to say it's, [ I remember ], coming up.

Okay. No worries, yes. Any other questions from the floor? Okay. So if there's no further questions, this concludes our discussion on the items of business today. And could all shareholders and proxy holders with red cards, please go out fill them in with each item of business on their voting cards, print your name and then sign them so that David can collect them on the way out. There's any person present who believes they are entitled to vote but has not registered to vote, please raise your hand for assistance. Once you've completed your voting card, please place them in the ballot boxes or hand them to David in the side of the room, always got the ballot box. Thanks, David. [Voting]

If you require -- to those online, please ensure you have cast your vote on all resolutions as I will close the poll formally in 10 minutes from where I declare the business of the meeting closed. Please note that the results of the poll will be notified to the ASX later this afternoon in accordance with the Corporations Act. And we will have -- also place the results on the company's website as soon as they become available. I now declare the meeting -- the business of the meeting closed, except for the conduct of the poll, which will close in 10 minutes. And thank you for your attendance and support. Mayne Pharma looks forward to your continued support in the coming year. Thank you very much, and have a good day.