Final Results
Eco Animal Health Group Plc
ECO ANIMALHEALTH GROUP PLC
28 July 2014
ECO Animal Health Group plc
(AIM: EAH)
Results for the year ended 31 March 2014
HIGHLIGHTS
Peter Lawrence, Executive Chairman of ECO Animal Health Group plc, commented:
“The current year has started well with our major markets maintaining their rate of growth, with particularly good demand from customers in the US and Canada. The strength of sterling may remain an issue, but it will not divert us from our objective of developing our global business. Aivlosin® sales are growing rapidly, boosted particularly by North American demand where our business is still in its early stages but showing very significant and exciting potential. We look forward with optimism and are confident of delivering another strong performance in the current year.â€
Contacts: | Â | Â | Â | Â | Â | Â | Â | Â | Â | ||
ECO Animal Health Group plc |
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Peter Lawrence | 020 8336 6190 | ||||||||||
Spiro Financial |
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Anthony Spiro | 020 8336 6196 | ||||||||||
Peel Hunt LLP (Nominated Adviser ) |
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Dan Webster, Dan Harris | 020 7418 8869 | ||||||||||
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ECO Animal Health Group plc is a leader in the development, registration and marketing of pharmaceutical products for animals. Our products for these global growth markets promote well-being. Our financial goals are achieved through the careful and responsible application of science to generate value for our shareholders.
CHAIRMANS STATEMENT
FOR THE YEAR ENDED 31 MARCH 2014
I am pleased to report that ECO Animal Health Group (“ECOâ€) has delivered another strong set of results for the year ended 31 March 2014. It is particularly encouraging that this result has been achieved during a period where the strength of sterling has had a significant accounting impact on our figures. ECO sells its veterinary pharmaceutical products to customers in some 60 countries and invoices in local currency to the majority of them. Therefore, the financial results of companies like ECO that trade internationally, but report in sterling, are inevitably affected by currency movements.
The US dollar declined by over 9% against sterling during the year and the pound was also strong against the Brazilian Real, Japanese Yen and Chinese Yuan. While these movements adversely affected the stated value of our export sales, they have a beneficial effect on the price of imported raw materials, which are used in the manufacture of our products. However, while the Group benefits from the cushioning effect of these currency movements on its purchases, it could not entirely escape the overall impact of sterling’s strength.
Sales grew to almost £32m and EBITDA (Earnings before Interest, Tax, Depreciation, Amortisation, minority interests, share based payments and foreign exchange differences) to over £7m and cash generation advanced again, reaching £6.2m. Group cash at the year end was £18.2m following the successful placing last October, which raised £11.5m after expenses. The Company is grateful to all those who supported the placing so strongly. Following the latest reporting regulations, information on the full financial results is given in later sections of this report.
The Board is pleased to declare a dividend for the year of 4.2 pence per share, an increase of 5 per cent over the level last year. The dividend will be paid on 15th August to shareholders on the register on 8th August 2014. This increase reflects the Board’s confidence in the strength of ECO and its ability to continue to profitably expand its operations. Owing to the very low uptake of our scrip dividend alternative last year and our improving cash generation, a scrip alternative is not available for the above declaration.
Operations
Sales of Aivlosin® in the USA and Canada, territories which account for approximately one third of the potential world market for Aivlosin®, continue to build quickly. The price of pork has risen in North America as a result of tight supply caused by Porcine Endemic Diarrhoea virus (PEDv) and increased consumer demand. The increasing value of pigs bodes well for producers unaffected by the virus who have invested heavily in enhanced biosecurity and disease control programmes. A vaccine against PEDv has very recently received regulatory approval in the USA. This development is positive as it will allow us access onto pig farms which have previously been quarantined.
Our Chinese subsidiary, Zhejiang ECO Biok Animal Health Products, had another very successful year with sales up by over 33%. In Japan, the fact that sterling strengthened by almost 20% against the Yen during the period weighed heavily on results. The uncertain economic and political situation in Latin America, most notably in Argentina and Venezuela, but also in Mexico where there have been outbreaks of disease, has hampered sales in the region. The restricted availability of foreign currency to these distributors constrained our ability to ship significant orders, which were received in late 2013. By contrast, sales in Brazil exceeded our expectations despite the Real also weakening by 20% against sterling. Demand for Aivlosin® in Latin America remains high and strengthening local economies in the region would have a major positive impact on our business there. Sales in other markets of strategic importance to the Group, notably, Russia, Turkey and India, also continued to grow whilst overall performance in mainland Europe was up by 28%, despite the generally difficult economic climate.
We continue to invest in our product development pipeline, with the aim of obtaining additional marketing authorisations for further disease indications in both our traditional pig and poultry sectors, as well as for new species. As a result of these ongoing activities, we were granted several new Aivlosin® marketing authorisations during late 2013 and early 2014 which are important milestones in the development of the company. These include approvals for use for turkeys in the EU, for pigs in South Korea and the broadening of our existing licences in Russia and Canada. Sales arising from the launch of these products are beginning to build and will have a growing impact on results in the years ahead.
Work is progressing well on the implementation of our supply chain strategy and we now have the funds in place to support the ongoing expansion of our global business.
After the year end, ECO acquired the business of its longstanding Southeast Asian distributor, with headquarters in Kuala Lumpur and representation throughout the region. We are confident that this exciting development will allow ECO to accelerate its penetration of important pig and poultry markets in the region. Our distribution arrangements in Southeast Asia will now benefit from enhanced levels of technical and marketing support, which will boost the commercial impact of the Aivlosin® marketing authorisations we have already gained in these territories.
Employees
On behalf of all shareholders I would like to thank all our employees for their hard work and effort during another very successful year. Their dedication, teamwork and commitment underpin our company and give us considerable optimism for the future.
Outlook
The current year has started well with our major markets maintaining their rate of growth with particularly good demand from customers in the US and Canada. The strength of sterling may remain an issue, but it will not divert us from our objective of developing our global business. Aivlosin® sales are growing rapidly, boosted particularly by North American demand where our business is still in its early stages but showing very significant and exciting potential. We look forward with optimism and are confident of delivering another strong performance in the current year.
Peter Lawrence
Executive Chairman
25 July 2014
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2014
Financial
Group sales in the year to 31 March 2014 rose by 10% to £31.9m; this increase is 13% at constant exchange rates (CER) i.e.as if the 2013 sales are recalculated using the same average exchange rates as applied in 2014. Sales of Aivlosin®, our flagship, patented, therapeutic (disease treating) product, advanced by over 22% in sterling above the level of the previous year. This encouraging performance continues to reflect our strategic decision to focus primarily on our core high margin products and less on lower margin generics. The resulting more profitable product mix was becoming established last year and, despite the strength of sterling, the margins were broadly the same as achieved last year and still significantly higher than 2012.
EBITDA (Earnings before interest, tax, depreciation, amortisation, share based payments, foreign exchange movements and minorities) is our main key performance indicator because we are required to amortise our drug registration costs even though we believe they are increasing in value.
EBITDA advanced over 5% to £7.05m, a new record for the company and, on a like for like basis at CER the growth would have been 13%. Pre tax profit increased by 11% which continued to reflect the change in estimated useful life of Aivlosin® drug registrations effected last year, which accounts for approximately £0.5m increase over the prior year’s figure. Our key measurement of EBITDA is unaffected by this change.
Group cash at the year end was £18.2m following the successful placing last October, which raised £11.5m after expenses. The higher weighted average number of shares in issue following the placing and the higher tax charge in the year to 31 March 2014 reduced the earnings per share from 4.98p in 2013 to 4.35p.
Key Performance Indicators
The key performance indicators (‘KPIs’) for the Group are those that communicate the financial performance and strength of the group as a whole to shareholders.
A summary of the KPI’s is as follows:
Currency
Under IFRS rules, financial assets at the period end are translated from foreign currencies using the period end exchange rates. It has been our practice not to convert the majority of the currency balances into sterling, but to use them to pay overseas suppliers in local currency and invest in the business. It is therefore entirely possible that these currency losses on translation may reverse in the current period and if they do not, it will give us the opportunity to purchase raw materials and services in the current year at advantageous effective exchange rates.
Since the placing, we do not see any current need to add to our sterling balances by converting currencies. Much of the planned expansion in sales of Aivlosin® and the associated working capital can be financed from the funds raised last year.
Risks and Uncertainties
All businesses face a number of strategic and operational risks and uncertainties and the Board considers that the following could influence the Group’s performance:
Currency Movements
The Group exports its products to almost 60 counties and is exposed to movements in currency. It has not been the company’s practice to convert currencies which are used for purchasing raw materials and services in those currencies and this acts as an extensive hedge against currency fluctuations.
Commercial Risks
There is increasing pressure on veterinarians to prescribe antibiotics appropriately and in accordance with the product label. Aivlosin® meets all current guidelines for the judicious and prudent use of antimicrobials for food producing animals and is never used in human health. The Group spends considerable effort and resource liaising with regulatory authorities and leading consultants to ensure that it remains compliant with all prescribing guidelines.
Supply Risks
The Group is dependent on a small number of suppliers for some of its raw materials and maintains business interruption insurance in respect of each of these. In the longer term the Group continues to build strategic manufacturing partnerships internationally and to increase safety stock levels in order to protect its complex global supply chain.
Dependence on key customers
The Group is dependent on a number of customers and distributors in each of the territories into which it sells. The loss of one or more of its key customers could result in lower than expected sales and have a significant impact on the scale of its operations. The Group seeks to minimise reliance on key territories and individual customers and distributors.
Disease
Although outbreaks of diseases for which our products are indicated are generally beneficial to our sales, some disease outbreaks temporarily impact on production, disrupt the free movement of animals and affect trade. In the face of continued global demand for animal protein, however, any reduction in supply leads to increased prices and therefore benefits those who have taken effective measures to prevent or control the disease. In the medium term, most disease outbreaks are generally well controlled by appropriate intervention strategies.
Timing of approval of marketing authorisations
Aivlosin® has been licenced for use in pigs and/or in poultry by the European, USA, Canadian, Japanese, Chinese and many other regulatory bodies globally but the exact timing of new approvals of marketing authorisations is difficult to predict. Regulatory authorities may submit additional questions or require supplementary trial work to be performed prior to granting of a license and this can lead to some delay. Therefore, considerable resource is devoted to our licensing work in order to address any issues that may arise in as timely a manner as is possible.
Strategy
ECO Animal Health Group plc is a leader in the development, registration and marketing of pharmaceutical products for animals. The company has developed into a significant UK based business with subsidiaries, joint ventures and distributors in 60 countries. ECO has been granted over 600 drug registrations around the world for its pharmaceutical products, which are principally, but not exclusively, for the treatment of various conditions in pigs and poultry. The company uses advanced science in order to offer a wide and effective range of specialist treatments, underpinned by strong customer service.
The company will continue to pursue organic growth by developing its markets and expanding its customer base. It will also continue to research and develop additional applications for its established and proven ranges of active pharmaceutical ingredients. ECO will also consider acquisition opportunities as they arise, provided they meet its market, financial and strategic objectives.
Post Balance Sheet Event
The Group entered into an agreement to acquire the business of its Southeast Asian distributor in May 2014 for a consideration of $437,500.
Trading update and outlook
The current year has started well with major markets maintaining their rate of growth with particularly good demand from customers in the US and Canada. The strength of sterling may remain an issue, but it will not divert the company from its objective of developing a global business. Aivlosin® sales are growing rapidly, boosted particularly by North American demand where business is still in its early stages but showing very significant and exciting potential.
Peter Lawrence
Executive Chairman
25 July 2014
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2014
 |  | 2014 |  |  |  | 2013 | |||
Notes | £ | £ | |||||||
 | |||||||||
Revenue | 2,3 | 31,864,593 | 28,985,954 | ||||||
Cost of sales | (17,725,507) | (15,882,933) | |||||||
Gross profit | 14,139,086 | 13,103,021 | |||||||
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Other income | 4 | 324,223 | 179,380 | ||||||
Administrative expenses | (10,495,114) | (9,752,606) | |||||||
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Profit from operating activities | 5 | 3,968,195 | 3,529,795 | ||||||
 | |||||||||
Finance income | 6 | 57,613 | 56,214 | ||||||
Finance costs | 6 | (342,744) | (269,919) | ||||||
Net finance (expense) | (285,131) | (213,705) | |||||||
 | |||||||||
Profit before income tax | 3,683,064 | 3,316,090 | |||||||
Income tax charge | 8 | (602,064) | (192,487) | ||||||
Profit for the year from continuing operations | 3,081,000 | 3,123,603 | |||||||
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Discontinued operations | |||||||||
(Loss) for the year from discontinued operations (net of income tax) | - | (70,000) | |||||||
Profit for the year | 3,081,000 | 3,053,603 | |||||||
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Profit attributable to: | |||||||||
Owners of the parent company | 2,431,143 | 2,616,892 | |||||||
Minority interest | 24 | 649,857 | 436,711 | ||||||
Profit for the year | 3,081,000 | 3,053,603 | |||||||
 | |||||||||
Earnings per share (pence) | 7 | ||||||||
Continuing operations | 4.35 | 5.11 | |||||||
Discontinued operations | - | (0.13) | |||||||
Post tax earnings per share (pence) | 4.35 | 4.98 | |||||||
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Diluted earnings per share (pence) | |||||||||
Continuing operations | 4.30 | 5.03 | |||||||
Discontinued operations | - | (0.13) | |||||||
Diluted earnings per share (pence) | 4.30 | 4.90 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2014
 |  | 2014 |  |  |  | 2013 | |||
Notes | £ | £ | |||||||
 | |||||||||
Profit for the year | 3,081,000 | 3,053,603 | |||||||
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Other comprehensive income: | |||||||||
Foreign currency translation differences | (651,390) | 247,348 | |||||||
Defined benefit plan actuarial gains | 21 | 25,000 | 57,000 | ||||||
Revaluation of freehold property | - | 28,200 | |||||||
Deferred tax on revaluations | 9,920 | (3,460) | |||||||
Other comprehensive income for the year | (616,470) | 329,088 | |||||||
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Total comprehensive income for the year | 2,464,530 | 3,382,691 | |||||||
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Attributable to: | |||||||||
Owners of the parent company | 1,955,227 | 2,816,028 | |||||||
Minority interest | 24 | 509,303 | 566,663 | ||||||
2,464,530 | 3,382,691 |
All items listed in other comprehensive income have gone through reserves and are shown in the consolidated statement of changes in equity.
The notes on pages 13 to 40 form part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED | Â | Attributable to the owners of the Parent | Â | Â | Â | Â | Â | ||||||||||||
Share | Â | Share | Â | Treasury | Â | Revaluation | Other | Retained | Total | Minority | Total | ||||||||
Capital | premium | Reserve | Reserve | Reserves | Earnings | Interest | Equity | ||||||||||||
Account | |||||||||||||||||||
£ | £ | £ | £ | £ | £ | £ | £ | £ | |||||||||||
Balance as at 31 March 2012 | 2,755,960 | 37,606,917 | (5,217,580) | 498,728 | 4,774,131 | 15,938,372 | 56,356,528 | 1,891,587 | 58,248,115 | ||||||||||
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Profit for the year | - | - | - | - | - | 2,616,892 | 2,616,892 | 436,711 | 3,053,603 | ||||||||||
Other comprehensive income: | |||||||||||||||||||
Foreign currency differences | - | - | - | - | - | 117,396 | 117,396 | 129,952 | 247,348 | ||||||||||
Actuarial losses on pension scheme assets | - | - | - | - | - | 57,000 | 57,000 | - | 57,000 | ||||||||||
Revaluation of freehold property | - | - | - | 28,200 | - | - | 28,200 | - | 28,200 | ||||||||||
Deferred taxation | - | - | - | (3,460) | - | - | (3,460) | - | (3,460) | ||||||||||
Total comprehensive income for the year | - | - | - | 24,740 | - | 2,791,288 | 2,816,028 | 566,663 | 3,382,691 | ||||||||||
Transactions with owners recorded directly in equity | |||||||||||||||||||
Contributions by and distributions to owners | |||||||||||||||||||
Issue of shares in the year | 11,291 | 274,079 | - | - | - | - | 285,370 | - | 285,370 | ||||||||||
Share-based payments | - | - | - | - | 358,260 | - | 358,260 | - | 358,260 | ||||||||||
Transfers on expiry of options | - | - | - | - | (82,062) | 82,062 | - | - | - | ||||||||||
Dividends relating to 2012 | - | - | - | - | - | (1,982,700) | (1,982,700) | - | (1,982,700) | ||||||||||
Transactions with owners | 11,291 | 274,079 | - | - | 276,198 | (1,900,638) | (1,339,070) | - | (1,339,070) | ||||||||||
Balance as at 31 March 2013 | 2,767,251 | 37,880,996 | (5,217,580) | 523,468 | 5,050,329 | 16,829,022 | 57,833,486 | 2,458,250 | 60,291,736 | ||||||||||
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Transactions with owners | |||||||||||||||||||
 | |||||||||||||||||||
Profit for the year | - | - | - | - | - | 2,431,143 | 2,431,143 | 649,857 | 3,081,000 | ||||||||||
Other comprehensive income: | |||||||||||||||||||
Foreign currency differences | - | - | - | - | - | (510,836) | (510,836) | (140,554) | (651,390) | ||||||||||
Actuarial gains on pension scheme assets | - | - | - | - | - | 25,000 | 25,000 | - | 25,000 | ||||||||||
Deferred taxation | - | - | - | 9,920 | - | - | 9,920 | - | 9,920 | ||||||||||
Total comprehensive income for the year | - | - | - | 9,920 | - | 1,945,307 | 1,955,227 | 509,303 | 2,464,530 | ||||||||||
Transactions with owners recorded directly in equity | |||||||||||||||||||
Contributions by and distributions to owners | |||||||||||||||||||
Issue of shares in the year | 356,461 | 12,298,339 | - | - | - | - | 12,654,800 | - | 12,654,800 | ||||||||||
Share-based payments | - | - | - | - | 306,562 | - | 306,562 | - | 306,562 | ||||||||||
Transfer from special reserve to share premium | - | 3,250,000 | - | - | (3,250,000) | - | - | - | - | ||||||||||
Transfers on expiry of options | - | - | - | - | (290,949) | 290,949 | - | - | - | ||||||||||
Dividends relating to 2013 | - | - | - | - | - | (2,110,183) | (2,110,183) | (799,146) | (2,909,329) | ||||||||||
Transactions with owners | 356,461 | 15,548,339 | - | - | (3,234,387) | (1,819,234) | 10,851,179 | (799,146) | 10,052,033 | ||||||||||
Balance as at 31 March 2014 | 3,123,712 | 53,429,335 | (5,217,580) | 533,388 | 1,815,942 | 16,955,095 | 70,639,892 | 2,168,407 | 72,808,299 | ||||||||||
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FOR THE YEAR ENDED 31 MARCH 2014
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2014
COMPANY | Â | Attributable to the owners of the Parent | Â | Â | Â | ||||||||||||
Share | Â | Share | Â | Treasury | Â | Revaluation | Other | Retained | Total | ||||||||
Capital | premium | Reserve | Reserve | Reserves | Earnings | ||||||||||||
Account | |||||||||||||||||
£ | £ | £ | £ | £ | £ | £ | |||||||||||
Balance as at 31 March 2012 | 2,755,960 | 37,606,917 | (5,217,580) | 229,867 | 4,774,131 | 14,311,458 | 54,460,753 | ||||||||||
 | |||||||||||||||||
Loss for the year | - | - | - | - | - | (232,332) | (232,332) | ||||||||||
Actuarial gains on pension scheme assets | - | - | - | - | - | 57,000 | 57,000 | ||||||||||
Revaluation of freehold property | - | - | - | 28,200 | - | - | 28,200 | ||||||||||
Deferred taxation | - | - | - | (3,461) | - | - | (3,461) | ||||||||||
Total comprehensive income for the year | - | - | - | 24,739 | - | (175,332) | (150,593) | ||||||||||
 | |||||||||||||||||
 | |||||||||||||||||
Transactions with owners recorded directly in equity | |||||||||||||||||
Contributions by and distributions to owners | |||||||||||||||||
Issue of shares in the year | 11,291 | 274,079 | - | - | - | - | 285,370 | ||||||||||
Share-based payments | - | - | - | - | 358,260 | - | 358,260 | ||||||||||
Transfers on expiry of options | - | - | - | - | (82,062) | 82,062 | - | ||||||||||
Dividends relating to 2012 | - | - | - | - | - | (1,982,700) | (1,982,700) | ||||||||||
Transactions with owners | 11,291 | 274,079 | - | - | 276,198 | (1,900,638) | (1,339,070) | ||||||||||
 | |||||||||||||||||
Balance as at 31 March 2013 | 2,767,251 | 37,880,996 | (5,217,580) | 254,606 | 5,050,329 | 12,235,488 | 52,971,090 | ||||||||||
Loss for the year | - | - | - | - | - | (42,370) | (42,370) | ||||||||||
Actuarial gains on pension scheme assets | - | - | - | - | - | 25,000 | 25,000 | ||||||||||
Deferred taxation | - | - | - | 9,920 | - | - | 9,920 | ||||||||||
Total comprehensive income for the year | - | - | - | 9,920 | - | (17,370) | (7,450) | ||||||||||
 | |||||||||||||||||
Transactions with owners recorded directly in equity | |||||||||||||||||
Contributions by and distributions to owners | Â | ||||||||||||||||
Issue of shares in the year | 356,461 | 12,298,339 | - | - | - | - | 12,654,800 | ||||||||||
Share-based payments | - | - | - | - | 306,562 | - | 306,562 | ||||||||||
Transfer from special reserve to share premium | - | 3,250,000 | - | - | (3,250,000) | - | - | ||||||||||
Transfers on expiry of options | - | - | - | - | (290,949) | 290,949 | - | ||||||||||
Dividends relating to 2013 | - | - | - | - | - | (2,110,183) | (2,110,183) | ||||||||||
Transactions with owners | 356,461 | 15,548,339 | - | - | (3,234,387) | (1,819,234) | 10,851,179 | ||||||||||
 | |||||||||||||||||
Balance as at 31 March 2014 | 3,123,712 | 53,429,335 | (5,217,580) | 264,526 | 1,815,942 | 10,398,884 | 63,814,819 | ||||||||||
 |
STATEMENTS OF FINANCIAL POSITION (CO. NUMBER: 01818170)
AS AT 31 MARCH 2014
 |  | Group |  |  | Company |  | |||||
2014 | 2013 | 2014 | 2013 | ||||||||
Notes | £ | £ | £ | £ | |||||||
Non-current assets | |||||||||||
Intangible assets | 11 | 43,172,124 | 41,169,357 | - | - | ||||||
Property, plant and equipment | 12 | 1,002,264 | 1,176,213 | 654,483 | 671,391 | ||||||
Investment property | 13 | 148,511 | 151,642 | 148,511 | 151,642 | ||||||
Investments | 14 | 8,738 | 8,738 | 20,082,240 | 20,082,240 | ||||||
44,331,637 | 42,505,950 | 20,885,234 | 20,905,273 | ||||||||
Current assets | |||||||||||
Inventories | 15 | 6,972,078 | 6,425,937 | - | - | ||||||
Trade and other receivables | 16 | 9,868,673 | 11,248,516 | 33,908,457 | 30,348,663 | ||||||
Income tax recoverable | 27,064 | 23,395 | - | - | |||||||
Other taxes and social security | 304,174 | 170,615 | 101,963 | 157,612 | |||||||
Cash and cash equivalents | 18 | 18,239,830 | 9,664,443 | 9,229,578 | 4,130,622 | ||||||
Total current assets | 35,411,819 | 27,532,906 | 43,239,998 | 34,636,897 | |||||||
 | |||||||||||
Liabilities | |||||||||||
Trade and other payables | 19 | (6,343,255) | (6,915,983) | (150,957) | (278,332) | ||||||
Short -term borrowings | 20 | - | (2,134,765) | - | (2,134,765) | ||||||
Income tax | (205,626) | (174,467) | - | - | |||||||
Other taxes and social security | (178,414) | (258,454) | (62,711) | (50,097) | |||||||
Dividends | (30,614) | (31,835) | (30,614) | (31,835) | |||||||
Current liabilities | (6,757,909) | (9,515,504) | (244,282) | (2,495,029) | |||||||
Net current assets | 28,653,910 | 18,017,402 | 42,995,716 | 32,141,868 | |||||||
Total assets less current liabilities | 72,985,547 | 60,523,352 | 63,880,950 | 53,047,141 | |||||||
Non current liabilities | |||||||||||
Deferred tax | 17 | (177,248) | (231,616) | (66,131) | (76,051) | ||||||
TOTAL ASSETS LESS TOTAL LIABILTIES | 72,808,299 | 60,291,736 | 63,814,819 | 52,971,090 | |||||||
 | |||||||||||
EQUITY | |||||||||||
Issued share capital | 23 | 3,123,712 | 2,767,251 | 3,123,712 | 2,767,251 | ||||||
Share premium account | 53,429,335 | 37,880,996 | 53,429,335 | 37,880,996 | |||||||
Treasury reserve | 25 | (5,217,580) | (5,217,580) | (5,217,580) | (5,217,580) | ||||||
Revaluation reserve | 533,388 | 523,468 | 264,526 | 254,606 | |||||||
Other reserves | 26 | 1,815,942 | 5,050,329 | 1,815,942 | 5,050,329 | ||||||
Retained earnings | 16,955,095 | 16,829,022 | 10,398,884 | 12,235,488 | |||||||
70,639,892 | 57,833,486 | 63,814,819 | 52,971,090 | ||||||||
Minority interests | 24 | 2,168,407 | 2,458,250 | - | - | ||||||
TOTAL EQUITY | 72,808,299 | 60,291,736 | 63,814,819 | 52,971,090 |
Approved by the Board and authorised for issue on 25 July 2014
Peter Lawrence Director
STATEMENT OF CASHFLOWS
FOR THE YEAR ENDED 31 MARCH 2014
 |  | Group |  |  | Company | ||||||
2014 | 2013 | 2014 | Â | 2013 | |||||||
Notes | £ | £ | £ | £ | |||||||
Cash flows from operating activities | |||||||||||
Profit/(loss) before income tax | 3,683,064 | 3,246,090 | (35,978) | (232,332) | |||||||
Adjustment for: | |||||||||||
Net finance costs/(income) | 6 | 285,131 | 213,705 | (446,174) | (398,422) | ||||||
Depreciation | 12 & 13 | 172,776 | 190,224 | 20,829 | 22,933 | ||||||
Amortisation of intangible assets | 11 | 2,336,424 | 2,562,217 | - | - | ||||||
Pension payments | 21 | (54,000) | (60,000) | (54,000) | (60,000) | ||||||
Pension operating costs | 21 | 4,000 | 4,000 | 4,000 | 4,000 | ||||||
Share based payments | 22 | 306,562 | 358,260 | 306,562 | 358,260 | ||||||
 | |||||||||||
Operating cash flows before movements in working capital | 6,733,957 | 6,514,496 | (204,761) | (305,561) | |||||||
 | |||||||||||
Change in inventories | (546,141) | (2,008,620) | - | - | |||||||
Change in receivables | 1,321,284 | (258,559) | (3,429,145) | (1,250,662) | |||||||
Change in payables | (652,768) | 310,874 | (114,761) | (449,880) | |||||||
 | |||||||||||
Cash generated from/(used in) operations | 6,856,332 | 4,558,191 | (3,748,667) | (2,006,103) | |||||||
Finance costs | (33,723) | (39,184) | (31,979) | (38,995) | |||||||
Income tax | (619,022) | (185,802) | (6,392) | - | |||||||
Net cash from/(absorbed by) operating activities | 6,203,587 | 4,333,205 | (3,787,038) | (2,045,098) | |||||||
 | |||||||||||
Cash flows from investing activities | |||||||||||
Acquisition of property, plant and equipment | 12 | (31,517) | (38,642) | (790) | (394) | ||||||
Disposal of property plant and equipment | 14,688 | - | - | - | |||||||
Purchase of intangibles | 11 | (4,339,731) | (4,619,566) | - | - | ||||||
Finance income | 6 | 57,613 | 56,214 | 478,153 | 437,417 | ||||||
Net cash (used in)/from investing activities | (4,298,947) | (4,601,994) | 477,363 | 437,023 | |||||||
 | |||||||||||
Cash flows from financing activities | |||||||||||
Proceeds from issue of share capital | 12,629,412 | 244,927 | 12,629,412 | 244,927 | |||||||
Dividends paid | (2,885,162) | (1,941,544) | (2,086,016) | (1,941,544) | |||||||
Net cash (used in) financing activities | 9,744,250 | (1,696,617) | 10,543,396 | (1,696,617) | |||||||
Net increase/(decrease) in cash and cash equivalents | 11,648,890 | (1,965,406) | 7,233,721 | (3,304,692) | |||||||
Foreign exchange movements | (938,738) | (14,648) | - | - | |||||||
Balance at 1 April 2013 | 7,529,678 | 9,509,732 | 1,995,857 | 5,300,549 | |||||||
Balance at 31 March 2014 | 18 | 18,239,830 | 7,529,678 | 9,229,578 | 1,995,857 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2014
1. General information
Eco Animal Health Group plc (“the companyâ€) and its subsidiaries (together “the groupâ€) manufacture and supply animal health products globally.
The Company is traded on the AIM market of the London Stock Exchange and is incorporated and domiciled in the UK. The address of its registered office is 78 Coombe Road, New Malden, Surrey, KT3 4QS.
2. Basis of preparation
The group has presented its annual report and accounts in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union, IFRIC interpretations and the Companies Act 2006 applicable to companies reporting under IFRS.
The preparation of financial statements, in conformity with IFRS as adopted by the European Union, requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
The principal accounting policies of the group are set out below and have been applied consistently in dealing with items which are considered material in relation to the Group’s financial statements.
3. Segment information
Management has determined the operating segments based on the reports reviewed by the Board that are used to make strategic decisions. The Board considers the business from a geographical perspective. Geographically, management considers the performance in the UK and Europe, China, Japan and the Indian subcontinent, Latin America and the rest of the world. The segment information provided to the Board for the year ended 31 March 2014 is as follows;
Management considers Earnings before Interest, Tax, Depreciation and Amortisation (“EBITDAâ€), adjusted for share-based payments.
 | U.K. |  | Europe |  | China, Japan and the Indian subcontinent |  | Latin America |  | North America |  | Rest of the world |  | Total | ||
£ | £ | £ | £ | £ | £ | £ | |||||||||
Year ended 31 March 2014 | |||||||||||||||
Total segmental revenue | 784,102 | 5,534,264 | 17,347,649 | 8,486,794 | 5,033,518 | 3,111,228 | 40,297,555 | ||||||||
Inter-segment revenue | - | - | (3,654,716) | (1,879,170) | (2,899,076) | - | (8,432,962) | ||||||||
 | |||||||||||||||
Revenue from external customers | 784,102 | 5,534,264 | 13,692,933 | 6,607,624 | 2,134,442 | 3,111,228 | 31,864,593 | ||||||||
Sale of goods | 784,102 | 5,534,264 | 13,692,933 | 6,607,624 | 2,134,442 | 2,902,185 | 31,655,550 | ||||||||
Royalties | - | - | - | - | - | 209,043 | 209,043 | ||||||||
784,102 | 5,534,264 | 13,692,933 | 6,607,624 | 2,134,442 | 3,111,228 | 31,864,593 | |||||||||
 | |||||||||||||||
Adjusted EBITDA | (1,209,358) | 1,378,115 | 4,033,029 | 1,248,432 | 427,619 | 906,120 | 6,783,957 | ||||||||
Total assets | 21,359,252 | 12,837,414 | 19,968,441 | 14,151,503 | 2,900,998 | 8,222,756 | 79,440,364 | ||||||||
 |  |  |  |  |  |  | |||||||||
 | |||||||||||||||
Year ended 31 March 2013 | |||||||||||||||
Total segmental revenue | 1,202,118 | 4,323,022 | 13,738,407 | 9,403,628 | 3,276,743 | 4,427,208 | 36,371,126 | ||||||||
Inter-segment revenue | - | - | (2,854,106) | (2,453,163) | (2,077,903) | - | (7,385,172) | ||||||||
 | |||||||||||||||
Revenue from external customers | 1,202,118 | 4,323,022 | 10,884,301 | 6,950,465 | 1,198,840 | 4,427,208 | 28,985,954 | ||||||||
Sale of goods | 1,202,118 | 4,323,022 | 10,884,301 | 6,950,465 | 1,198,840 | 4,192,591 | 28,751,337 | ||||||||
Royalties | - | - | - | - | - | 234,617 | 234,617 | ||||||||
1,202,118 | 4,323,022 | 10,884,301 | 6,950,465 | 1,198,840 | 4,427,208 | 28,985,954 | |||||||||
 | |||||||||||||||
Adjusted EBITDA | (915,195) | 1,004,225 | 2,959,981 | 1,771,244 | 32,650 | 1,787,591 | 6,640,496 | ||||||||
Total assets | 9,355,833 | 12,118,870 | 18,700,691 | 17,243,942 | 2,448,145 | 10,171,375 | 70,038,856 |
Goodwill and other intangible assets are initially allocated to the geographical segments on the basis of the proportion of sales achieved by each segment.
A reconciliation of adjusted EBITDA to profit before tax is provided as follows:
 | 2014 |  | 2013 | ||
£ | £ | ||||
Adjusted EBITDA for reportable segments | 6,783,957 | 6,640,496 | |||
Depreciation | (172,776) | (190,224) | |||
Amortisation | (2,336,424) | (2,562,217) | |||
Share-based payment charges | (306,562) | (358,260) | |||
Finance (expense) | (285,131) | (213,705) | |||
Profit before tax on continuing activities | 3,683,064 | 3,316,090 |
4. Other income
 | 2014 |  | 2013 | ||
£ | £ | ||||
Management charges | 141,595 | 141,511 | |||
Rental income | 126,600 | 6,600 | |||
Sundry Income | 56,028 | 31,269 | |||
324,223 | 179,380 |
5. Result from operating activities
 | 2014 |  | 2013 | ||
£ | £ | ||||
Result from operating activities is stated after charging: | |||||
Cost of inventories recognised as an expense | 17,635,170 | 15,795,333 | |||
Employee benefits expenses | 3,819,200 | 3,432,339 | |||
Amortisation of intangible assets | 2,336,424 | 2,562,217 | |||
Depreciation | 172,776 | 190,224 | |||
Loss on foreign exchange transactions | 264,138 | 29,507 | |||
Research and development | 10,860 | 7,131 | |||
Operating lease rentals | 410,195 | 297,569 | |||
 | |||||
Fees payable to the Company's auditor for the audit of the parent Company and Group annual accounts | 18,225 | 19,000 | |||
For the audit of the Company's subsidiaries | 30,525 | 28,500 | |||
Fees payable to other auditors for audit of the Company's subsidiaries pursuant to legislation | 4,346 | 4,635 | |||
 | |||||
2014 | 2013 | ||||
£ | £ | ||||
Earnings due to shareholders before interest, tax, depreciation, amortisation, share-based payments, foreign exchange differences and losses on disposal of discontinued activities | |||||
Profit from operating activities | 3,968,195 | 3,529,795 | |||
Depreciation | 172,776 | 190,224 | |||
Amortisation | 2,336,424 | 2,562,217 | |||
Share-based payments | 306,562 | 358,260 | |||
 |  | ||||
 | |||||
6,783,957 | 6,640,496 | ||||
Foreign exchange differences | 264,138 | 29,507 | |||
 | |||||
7,048,095 | 6,670,003 |
6. Finance (expense)
 | 2014 |  | 2013 | ||
£ | £ | ||||
Finance costs | |||||
Interest paid | (33,723) | (39,184) | |||
Foreign exchange differences on bank loans and overdrafts | (309,021) | (230,735) | |||
 | |||||
Finance income | |||||
On short term bank deposits | 57,613 | 56,214 | |||
Net finance (expense) | (285,131) | (213,705) |
7. Earnings per share
The calculation of basic earnings per share is based on the post tax profit for the year divided by the weighted average number of shares in issue during the year.
 | 2014 |  |  |  | 2013 |  |  | ||||||
Earnings | Weighted average number of shares | Per share amount | Earnings | Weighted average number of shares | Per share amount | ||||||||
£'000 | 000’s | (pence) | £'000 | 000’s | (pence) | ||||||||
Earnings attributable to ordinary shareholders on continuing operations after tax | 2,431 | 55,871 | 4.35 | 2,687 | 52,599 | 5.11 | |||||||
Dilutive effect of share options | - | 691 | (0.05) | - | 789 | (0.08) | |||||||
 |  |  |  |  |  | ||||||||
Fully diluted earnings per share on continuing operations | 2,431 | 56,562 | 4.30 | 2,687 | 53,388 | 5.03 | |||||||
Loss on discontinued activities | - | - | - | (70) | - | (0.13) | |||||||
Fully diluted earnings per share | 2,431 | 56,562 | 4.30 | 2,617 | 53,388 | 4.90 |
Diluted earnings per share takes into account the dilutive effect of share options. For the purposes of calculating earnings per share, shares held by the Employee Benefit Trust as part of the Joint Share Ownership Plan are excluded from the calculation of the weighted average number of shares. The weighted average number of shares held by the Trust during the year was 2,603,290 (2013: 2,603,290).
8. Taxation
 | 2014 |  | 2013 | ||
£ | £ | ||||
Current tax: | |||||
Foreign corporation tax on profits for the year | 646,512 | 294,395 | |||
 | |||||
Deferred tax | |||||
Due to change in effective rate | (23,150) | - | |||
Origination and reversal of temporary differences | (21,298) | (101,908) | |||
Income tax charge | 602,064 | 192,487 | |||
Factors affecting the tax charge for the year | |||||
Profit on ordinary activities before taxation | 3,683,064 | 3,316,090 | |||
 | |||||
2014 | 2013 | ||||
£ | £ | ||||
Profit on ordinary activities before taxation multiplied by the applicable rate of UK corporation tax of 23% (2013: 24%) | 847,105 | 795,862 | |||
Effects of: | |||||
Non deductible expenses | 95,258 | 170,266 | |||
Non chargeable credits | (151,483) | (79,599) | |||
Withholding tax on inter-company dividends | 83,176 | - | |||
Enhanced allowance on research and development expenditure | (657,812) | (894,569) | |||
Different tax rate for foreign subsidiaries | 83,677 | (34,725) | |||
Reduced effective deferred tax rate | (23,150) | - | |||
Unused tax losses carried forward | 325,293 | 229,226 | |||
Other tax adjustments | - | 6,026 | |||
Income tax charge | 602,064 | 192,487 | |||
 | |||||
2014 | 2013 | ||||
% | % | ||||
Applicable tax rate per UK legislation | 23.00 | 24.00 | |||
Effects of: | |||||
Non deductible expenses | 2.59 | 5.13 | |||
Non chargeable credits | (4.11) | (2.40) | |||
Withholding tax on inter-company dividends | 2.26 | - | |||
Enhanced allowance on research and development expenditure | (17.86) | (26.97) | |||
Different tax rate for foreign subsidiaries | 2.27 | (1.05) | |||
Reduced effective deferred tax rate | (0.63) | - | |||
Unused tax losses carried forward | 8.83 | 6.91 | |||
Other tax adjustments | - | 0.18 | |||
Effective tax rate | 16.35 | 5.80 |
The UK corporation tax rate reduced from 24% to 23% with effect from 1 April 2013. Deferred tax balances at the year end have been measured at 20%. Further reductions in the UK corporation tax rate to 21% from 1 April 2014 and 20% from 1 April 2015 have not been recognised in these financial statements and are not expected to have a material impact on the tax position of the Group.
9. Profit for the financial year
 | 2014 |  | 2013 | ||
£ | £ | ||||
 | |||||
Parent Company's (loss) for the financial year | (42,370) | (232,332) |
10. Dividends
 | 2014 |  | 2013 | ||
£ | £ | ||||
 | |||||
Dividend for the period ended 31 March 2012 of 3.75p per ordinary share | - | 2,066,984 | |||
Dividend for the period ended 31 March 2013 of 4.00p per ordinary share | 2,212,773 | - | |||
Dividend waived by Employee Benefit Trust | (102,590) | (84,284) | |||
2,110,183 | 1,982,700 |
The Board is declaring a dividend of 4.20 pence per share in respect of the year ended 31 March 2014.
11. Intangible fixed assets
Group | Â | Goodwill | Â | Distribution rights | Â | Drug registrations, patents and licence costs | Â | Total | |
Cost | £ | £ | £ | £ | |||||
At 1 April 2012 | 17,930,495 | 1,034,860 | 39,524,095 | 58,489,450 | |||||
Additions - internally generated | - | - | 4,083,884 | 4,083,884 | |||||
Additions - acquired separately | - | 231,256 | 304,426 | 535,682 | |||||
At 1 April 2013 | 17,930,495 | 1,266,116 | 43,912,405 | 63,109,016 | |||||
Additions - internally generated | - | - | 4,068,589 | 4,068,589 | |||||
Additions - acquired separately | - | - | 271,142 | 271,142 | |||||
At 31 March 2014 | 17,930,495 | 1,266,116 | 48,252,136 | 67,448,747 | |||||
 | |||||||||
Amortisation | |||||||||
At 1 April 2012 | - | 422,787 | 18,957,516 | 19,380,303 | |||||
Charge for the year | - | 58,050 | 2,504,167 | 2,562,217 | |||||
Foreign exchange movements | - | - | (2,861) | (2,861) | |||||
At 1 April 2013 | - | 480,837 | 21,458,822 | 21,939,659 | |||||
Charge for the year | - | 63,447 | 2,272,977 | 2,336,424 | |||||
Foreign exchange movements | - | - | 540 | 540 | |||||
At 31 March 2014 | - | 544,284 | 23,732,339 | 24,276,623 | |||||
 | |||||||||
Net Book Value | |||||||||
At 31 March 2014 | 17,930,495 | 721,832 | 24,519,797 | 43,172,124 | |||||
 | |||||||||
At 31 March 2013 | 17,930,495 | 785,279 | 22,453,583 | 41,169,357 | |||||
 | |||||||||
At 1 April 2012 | 17,930,495 | 612,073 | 20,566,579 | 39,109,147 |
The amortisation charge is included within administrative expenses on the income statement.
Distribution rights are amortised over their estimated useful life of 20 years and reviewed for impairment when any indication of potential impairment exists. The remaining amortisation period at the date of the financial statements ranged from 9 to 18 years.
The carrying value of goodwill is attributable to the following cash generating units:
Entity |  | Date of acquisition |  | £ | |
Eco Animal Health Limited (remaining 50%) | 1 October 2004 | 17,358,621 | |||
Zhejiang Eco Biok Animal Health Products Limited | 1 April 2007 | 94,257 | |||
ECOpharma Inc. (remaining 80%) | 24 December 2009 | 477,617 | |||
 | |||||
17,930,495 | |||||
==================== |
Goodwill acquired in a business combination is allocated at acquisition to the cash generating units (CGU’s) that are expected to benefit from the business combination.
The recoverable amounts of the CGU’s are determined from value in use calculations. The key assumptions for the value in use calculations are those regarding discount rates, growth rates and the estimated remaining useful life of the asset which is maintained at 30 years through ongoing investment in the cash generating unit.
The Group prepares cash flow forecasts derived from the most recent financial budgets and projections that are approved by management for the year ahead and then extrapolates them assuming a 3% annual growth rate which is well below the current performance of the existing business. The directors believe that the long term growth rate assumed does not exceed the average long term growth rate for the relevant markets.
Management estimates discount rates using the pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGU’s. In the current year management estimated the applicable rate to be 11%. Management considers that there is adequate headroom when comparing the net present value of the cash flows to the carrying value of goodwill to conclude that no impairment is necessary this year. On current assumptions the excess of recoverable amount over carrying value is over £34 million.
Management believes that the most significant assumption in the calculation of value in use is the estimated growth rate. However, even if the growth rate were to be zero, the recoverable amount would still be over £17 million more than the carrying value and no impairment would be necessary. This assumes an earnings multiple of 10 on the current budgeted results in estimating fair value which has been derived from historical data.
The value of Drug registrations and licenses can be broken down as follows:
 | £ | |
Aivlosin | 21,249,573 | |
Ecomectin | 1,798,212 | |
Others | 1,472,012 | |
_____________ | ||
24,519,797 | ||
==================== | ||
 |
Aivlosin is a highly effective antibiotic that treats a range of specific enteric (gut) and respiratory diseases in pigs and poultry, ensuring a rapid return to health. In addition to the welfare benefits, healthy animals gain weight faster, digest food more efficiently and get to market earlier which all bring economic benefit to the user. Substantial ongoing product development covering more formulations, species and diseases is expected to substantially further increase its revenue generating potential. The remaining amortisation period is from 9 to 20 years.
Ecomectin is an endectocide that controls worms, ticks, lice and mange in grazing stock and pigs. The remaining amortisation period is 0 to 10 years.
Drug registrations and licences are amortised over their estimated useful lives of 10 to 20 years, which is the directors’ estimate of the time it would take to develop a new product allowing for the Group’s patent protection and the exclusivity period which comes with certain registrations. Given the economic climate the directors have conducted an impairment review in the current year by preparing cash flow projections for the year ahead and extrapolating the results for the remaining life of the registrations assuming zero growth and an 11% discount rate to establish value in use. On the current assumptions the excess of the recoverable amount over carrying value is almost £11 million.
The calculations have also shown that on current budget figures a 5 year life is more than enough to justify the current carrying value of these registrations. Moreover, fair value calculated as 10 times the current cash generated by the registrations gives an even higher result, so management has again concluded that no impairment is necessary.
12. Property, plant and equipment
Group | Â | Land and Buildings (freehold) | Â | Plant and machinery | Â | Fixtures, fittings and equipment | Â | Motor Vehicles | Â | Total | |
Cost or valuation | £ | £ | £ | £ | £ | ||||||
At 1 April 2012 | 650,000 | 1,185,777 | 625,635 | 101,802 | 2,563,214 | ||||||
Additions | - | 15,701 | 22,941 | - | 38,642 | ||||||
Foreign exchange movements | - | 64,852 | - | - | 64,852 | ||||||
At 1 April 2013 | 650,000 | 1,266,330 | 648,576 | 101,802 | 2,666,708 | ||||||
Additions | - | 19,803 | 11,714 | - | 31,517 | ||||||
Foreign exchange movements | - | (80,780) | - | - | (80,780) | ||||||
Disposals | - | - | (188,313) | (27,115) | (215,428) | ||||||
At 31 March 2014 | 650,000 | 1,205,353 | 471,977 | 74,687 | 2,402,017 | ||||||
 | |||||||||||
Depreciation | |||||||||||
At 1 April 2012 | 18,800 | 722,283 | 528,013 | 26,055 | 1,295,151 | ||||||
Charge for the year | 9,400 | 118,563 | 33,121 | 26,009 | 187,093 | ||||||
Foreign exchange movements | - | 41,376 | (4,562) | (363) | 36,451 | ||||||
Revaluation adjustment | (28,200) | - | - | - | (28,200) | ||||||
At 1 April 2013 | - | 882,222 | 556,572 | 51,701 | 1,490,495 | ||||||
Charge for the year | 9,400 | 112,649 | 31,638 | 15,958 | 169,645 | ||||||
Foreign exchange movements | - | (61,072) | 890 | 535 | (59,647) | ||||||
Disposals | - | - | (188,313) | (12,427) | (200,740) | ||||||
At 31 March 2014 | 9,400 | 933,799 | 400,787 | 55,767 | 1,399,753 | ||||||
 | |||||||||||
 | |||||||||||
Net Book Value | |||||||||||
At 31 March 2014 | 640,600 | 271,554 | 71,190 | 18,920 | 1,002,264 | ||||||
 | |||||||||||
At 31 March 2013 | 650,000 | 384,108 | 92,004 | 50,101 | 1,176,213 | ||||||
 | |||||||||||
At 1 April 2012 | 631,200 | 463,494 | 97,622 | 75,747 | 1,268,063 |
The freehold property at 78 Coombe Road, New Malden was valued on 10 May 2013 by Mr R Sworn of Kelion Sworn Chartered Surveyors and Valuers, London, W1. The fair value in use of the freehold property was determined at £650,000 by means of applying a 7.75% discount rate to the annual rental value of the property as determined by local market conditions. The property will continue to be valued on a regular basis.
The value of non depreciable land included within Land and Buildings is £180,000.
The freehold property of 78 Coombe Road, New Malden is subject to a legal charge held by the company’s bankers dated 20 March 1987.
The value of the freehold property would have been recorded at £306,131 (2013: £317,437) on a historical cost basis giving rise to the current revaluation surplus of £264,526 net of deferred tax provision.This balance is not distributable to shareholders.
Depreciation has been included in the administrative expenses line on the income statement, except for £90,337 (2013: £87,600) of depreciation of production equipment in our Chinese subsidiary ECO Biok, which is included within cost of sales.
Company | Â | Land and Buildings (freehold) | Â | Fixtures, fittings and equipment | Â | Motor Vehicles | Â | Total | |
Cost or valuation | £ | £ | £ | £ | |||||
At 1 April 2012 | 650,000 | 144,194 | 26,466 | 820,660 | |||||
Additions | - | 394 | - | 394 | |||||
At 31 March 2013 | 650,000 | 144,588 | 26,466 | 821,054 | |||||
Additions | - | 790 | - | 790 | |||||
At 31 March 2014 | 650,000 | 145,378 | 26,466 | 821,844 | |||||
 | |||||||||
 | |||||||||
Depreciation | |||||||||
At 1 April 2012 | 18,800 | 137,590 | 1,671 | 158,061 | |||||
Charge for the year | 9,400 | 3,790 | 6,612 | 19,802 | |||||
Revaluation adjustment | (28,200) | - | - | (28,200) | |||||
At 31 March 2013 | - | 141,380 | 8,283 | 149,663 | |||||
Charge for the year | 9,400 | 1,686 | 6,612 | 17,698 | |||||
At 31 March 2014 | 9,400 | 143,066 | 14,895 | 167,361 | |||||
 | |||||||||
Net Book Value | |||||||||
At 31 March 2014 | 640,600 | 2,312 | 11,571 | 654,483 | |||||
 | |||||||||
At 31 March 2013 | 650,000 | 3,208 | 18,183 | 671,391 | |||||
 | |||||||||
At 1 April 2012 | 631,200 | 6,604 | 24,795 | 662,599 | |||||
 |
13. Investment property
Group and Company | Â | Land and | Â | Total | |
Buildings | |||||
(freehold) | |||||
£ | £ | ||||
Cost | Â | Â | |||
At March 2012, 2013 and 2014 | 156,550 | 156,550 | |||
 | |||||
Depreciation | |||||
At March 2012 | 1,777 | 1,777 | |||
Charge for the year | 3,131 | 3,131 | |||
At March 2013 | 4,908 | 4,908 | |||
Charge for the year | 3,131 | 3,131 | |||
At March 2014 | 8,039 | 8,039 | |||
 | |||||
Net Book Value | |||||
At 31 March 2014 | 148,511 | 148,511 | |||
 | |||||
At March 2013 | 151,642 | 151,642 | |||
 | |||||
At 1 April 2012 | 154,773 | 154,773 | |||
 |
Depreciation has been included in the administrative expenses line on the income statement.
14. Fixed asset investment
Group | Â | Unlisted | Â | Total |
investments | ||||
£ | £ | |||
Cost, fair value and net book value | ||||
At March 2012, 2013 and 2014 | 8,738 | 8,738 | ||
 | ||||
 | ||||
Company | Unlisted | Total | ||
investments | ||||
 | ||||
 | ||||
£ | £ | |||
 | ||||
Cost or fair value | ||||
At March 2012, 2013 and 2014 | 21,273,502 | 21,273,502 | ||
 | ||||
Impairment | ||||
At March 2012, 2013 and 2014 | 1,191,262 | 1,191,262 | ||
 | ||||
Net Book Value | ||||
At 31 March 2012, 2013 and 2014 | 20,082,240 | 20,082,240 | ||
 |
The Company holds more than 20% of the share capital of the following companies:
Company | Â | Country of registration or incorporation | Â | Class | Â | Shares held % | |
 | |||||||
Subsidiary undertakings held by Company | |||||||
Zhejiang ECO Biok Animal Health Products Limited | P. R. China | Ordinary | 3 | ||||
Shanghai ECO Biok Veterinary Drug Sale Company Ltd. (via Zhejiang ECO Biok Animal Products Ltd.) | P. R. China | Ordinary | 3 | ||||
Petlove Limited | Great Britain | Ordinary | 91 | ||||
Eco Animal Health Limited | Great Britain | Ordinary | 100 | ||||
 | |||||||
Subsidiary undertakings held by Group | |||||||
ECO Animal Health Southern Africa (Pty) Limited | South Africa | Ordinary | 100 | ||||
Zhejiang ECO Biok Animal Health Products Limited | P. R. China | Ordinary | 48 | ||||
Shanghai ECO Biok Veterinary Drug Sale Company Ltd. (via Zhejiang ECO Biok Animal Products Ltd.) | P. R. China | Ordinary | 48 | ||||
ECO Animal Health do Brasil Comercio de Produtos Veterinarios Ltda. | Brazil | Ordinary | 100 | ||||
ECO Animal Health Japan Inc.(formally ECOpharma Inc) | Japan | Ordinary | 100 | ||||
ECO Animal Health USA Corp. | U.S.A. | Ordinary | 100 | ||||
Interpet LLC | U.S.A. | Ordinary | 100 | ||||
ECO Animal Health de Mexico | Mexico | Ordinary | 100 | ||||
ECO Argentina S.A. | Argentina | Ordinary | 100 |
The principal activity of these undertakings for the last relevant financial year was as follows:
 | Principal activity | |
ECO Animal Health Limited | Distribution of animal drugs | |
ECO Animal Health Southern Africa (Pty) Limited | Non-trading | |
Petlove Limited | Non-trading | |
Zhejiang ECO Biok Animal Health Products Limited | Manufacture of animal drugs | |
Shanghai ECO Biok Veterinary Drug Sale Company Ltd. | Distribution of animal drugs | |
ECO Animal Health do Brasil Comercio de Produtos Veterinarios Ltda | Distribution of animal drugs | |
ECO Animal Health Japan Inc. (formerly ECOpharma Inc.) | Distribution of animal drugs | |
ECO Animal Health USA Corp. | Distribution of animal drugs | |
Interpet LLC | Non-trading | |
ECO Animal Health de Mexico | Distribution of animal drugs | |
ECO Argentina S.A. | Non-trading |
The aggregate amount of capital and reserves and the results of these undertakings for the last relevant financial year were:
 |  |  |  | ||||||
Equity | Profit/loss for the year | Equity | Profit/loss for the year | ||||||
2014 | 2014 | 2013 | 2013 | ||||||
£ | £ | £ | £ | ||||||
 | |||||||||
ECO Animal Health Limited | 7,545,809 | 1,697,094 | 5,848,715 | 2,503,244 | |||||
ECO Animal Health Southern Africa (Pty) Limited | 323,500 | (862) | 324,362 | (698) | |||||
Zhejiang ECO Biok Animal Health Products Ltd | 4,420,263 | 1,326,238 | 5,011,779 | 891,248 | |||||
ECO Animal Health do Brasil Comercio de Produtos Veterinarios Ltda | 1,196,039 | 119,044 | 1,290,474 | (172,581) | |||||
ECO Animal Health Japan Inc. (formerly ECOpharma Inc.) | 703,759 | 76,863 | 755,807 | 151,070 | |||||
ECO Animal Health de Mexico | (134,625) | (94,757) | (19,078) | (12,084) | |||||
ECO Animal Health USA Corp. | (38,820) | (38,820) | (475) | - | |||||
 |
The equity and results of Shanghai ECO Biok Veterinary Drug Sale Company Ltd are included within those disclosed for Zhejiang ECO Biok Animal Health Products Limited.
All of the subsidiaries listed above were included in the consolidation for the year.
Zhejiang ECO Biok Animal Health Products Limited and ECO Animal Health do Brasil Comercio de Produtos Veterinarios Ltda both have 31 December year ends. The Group receives management accounts for the three months to 31 March for these subsidiaries for use in preparing the consolidated financial statements.
ECO Argentina S.A. which holds neither assets nor liabilities and which has not traded since its formation has been excluded from consolidation. Interpet LLC has also been excluded from consolidation as it holds no assets or liabilities and has ceased trading.
The following trading subsidiaries have no requirement for audit under local legislation;
ECO Animal Health do Brasil Comercio de Produtos Veterinarios Ltda.
ECO Animal Health Japan Inc. (formerly ECOpharma Inc.)
ECO Animal Health USA Corp.
ECO Animal Health de Mexico.
The Group also holds (by means of its ownership of ECO Animal Health USA Corp.), a 50% joint venture interest in Pharmgate Animal Health LLC, which is resident in U.S.A. Pharmgate Animal Health LLC distributes the group’s products in the U.S.A.
The Group also holds a 50% joint venture interest in Pharmgate Animal Health Canada Inc, which distributes its products into Canada.
Both Pharmgate Animal Health LLC and Pharmgate Animal Health Canada Inc. have accounting years which end on 31 December.
The group’s holdings in each of the joint venture companies share capital is given in the table below:
Pharmgate Animal Health Canada Inc | Â | Holding (shares) | Â | Shares in Issue | Â | Holding % | |
 | |||||||
Common shares | 100 | 200 | 50 | ||||
Class A shares | 100 | 100 | 100 | ||||
Class B shares | - | 100 | - | ||||
 | |||||||
Pharmgate Animal Health USA LLC | Holding (shares) | Shares in Issue | Holding % | ||||
 | |||||||
Common shares | 100 | 200 | 50 | ||||
Class A shares | 100 | 100 | 100 | ||||
Class B shares | - | 100 | - | ||||
 |
In each case class A shares carry the rights to dividends payable out of profits attributable to the group. These are made up of profits made by products supplied by the ECO group plus 50% of any profit relating to new products developed jointly by the partners to the joint venture.
The following amounts included in the group’s financial statements are related to its interest in these joint ventures.
 | Pharmgate LLC |  | Pharmgate Animal Health Canada Inc | ||||||
2014 | Â | 2013 | 2014 | Â | 2013 | ||||
£ | £ | £ | £ | ||||||
Current assets | 214,024 | 113,561 | 143,415 | 59,479 | |||||
Current liabilities | (199,438) | (99,939) | (142,572) | (58,680) | |||||
Sales | 1,400,385 | 841,644 | 771,281 | 357,198 | |||||
Margins | 748,372 | 424,600 | 404,495 | 210,962 | |||||
Expenses | (527,331) | (457,804) | (150,681) | (145,108) | |||||
 |
15. Inventories
 | Group |  |  | Company |  | ||||
2014 | 2013 | 2014 | 2013 | ||||||
£ | £ | £ | £ | ||||||
 | |||||||||
Raw materials and consumables | 3,111,357 | 3,225,988 | - | - | |||||
Finished goods and goods for resale | 3,860,721 | 3,199,949 | - | - | |||||
6,972,078 | 6,425,937 | - | - | ||||||
 |
The cost of inventories recognised as an expense and included in cost of sales in the period amounted to £17,635,170 (2013: £15,795,393).
16. Trade and other receivables
 | Group |  |  | Company |  | ||||
2014 | 2013 | 2014 | 2013 | ||||||
£ | £ | £ | £ | ||||||
 | |||||||||
Trade receivables | 8,574,712 | 10,665,453 | - | - | |||||
Amounts owed by group undertakings | - | - | 33,579,573 | 30,098,438 | |||||
Amounts owed by joint ventures | 234,293 | 112,664 | - | - | |||||
Other receivables | 572,893 | 279,695 | 257,905 | 205,661 | |||||
Prepayments and accrued income | 486,775 | 190,704 | 70,979 | 44,564 | |||||
9,868,673 | 11,248,516 | 33,908,457 | 30,348,663 | ||||||
 |
In the year ended 31 March 13, only within “Trade and other receivables†note to the financial statements, â€Amounts owed by group undertakings†were disclosed as a non current asset. As shown above, “Amounts owed by group undertakings†of £33,579,573 (2013: £30,098,438) are correctly disclosed as current assets due to the trading balance being payable on demand.
As at 31 March 2014, trade receivables of £2,336,116 (2013: £1,881,527) due to the Group and £nil (2013: £nil) due to the Company were past due but not impaired. These relate to long standing distributors with whom we have agreed settlement terms and with whom there is no history of default. The ageing analysis of these trade receivables is as follows:
 | Group |  |  | Company |  | ||||
2014 | 2013 | 2014 | 2013 | ||||||
£ | £ | £ | £ | ||||||
 | |||||||||
Up to 3 months past due | 1,585,215 | 1,575,637 | - | - | |||||
3 to 6 months past due | 352,306 | 220,108 | - | - | |||||
Over 6 months past due | 398,595 | 85,782 | - | - | |||||
2,336,116 | 1,881,527 | - | - | ||||||
 |
As at 31 March 2014, trade receivables of £105,142 (2013: £60,269) were impaired and provided for. The impaired receivables mainly relate to historic debt for which recovery is still being sought. The Group mitigates its exposure to credit risk by extensive use of commercial credit reference agencies, close management of its customers’ trading against terms offered and use of retention of title clauses wherever possible. The ageing analysis of the impaired balances is as follows:
 | Group |  |  | Company |  | ||||
2014 | 2013 | 2014 | 2013 | ||||||
£ | £ | £ | £ | ||||||
Up to 3 months past due | 15,894 | 6,102 | - | - | |||||
3 to 6 months past due | 4,935 | - | - | - | |||||
Over 6 months past due | 84,313 | 54,167 | - | - | |||||
105,142 | 60,269 | - | - | ||||||
 |
Movement on the Group provision for impairment of trade receivables is as follows:
 | Group |  | |||
2014 | 2013 | ||||
£ | £ | ||||
 | |||||
Balance at 1 April | 60,269 | 32,379 | |||
Provided in the year | 50,141 | 27,890 | |||
Written off in the year | (5,268) | - | |||
Balance at 31 March | 105,142 | 60,269 | |||
 |
The carrying amounts of trade and other receivables are denominated in the following currencies:
 | Group |  |  | Company |  | ||||
2014 | 2013 | 2014 | 2013 | ||||||
£ | £ | £ | £ | ||||||
Pounds Sterling | 771,264 | 851,016 | 33,908,457 | 30,317,630 | |||||
Euros | 2,711,339 | 2,459,140 | - | - | |||||
U S Dollars | 3,488,701 | 4,496,919 | - | 31,033 | |||||
Chinese RMB | 682,162 | 684,529 | - | - | |||||
Brazilian Real | 698,507 | 915,847 | - | - | |||||
Japanese Yen | 510,702 | 625,170 | - | - | |||||
Other currencies | 1,005,998 | 1,215,895 | - | - | |||||
9,868,673 | 11,248,516 | 33,908,457 | 30,348,663 | ||||||
 |
The carrying amounts of trade and other receivables are not significantly different to their fair values.
17. Deferred tax
Group
Deferred tax assets and liabilities are attributable to the following:
 | Liabilities |  |  | Net |  | ||||
2014 | 2013 | 2014 | 2013 | ||||||
£ | £ | £ | £ | ||||||
 | |||||||||
Drug registration expenditure | (2,022,881) | (2,193,897) | (2,022,881) | (2,193,897) | |||||
Freehold property | (66,131) | (76,051) | (66,131) | (76,051) | |||||
Plant and equipment | (4,169) | (8,682) | (4,169) | (8,682) | |||||
Tax losses carried forward | 1,915,933 | 2,047,014 | 1,915,933 | 2,047,014 | |||||
Amount (payable) after more than one year | (177,248) | (231,616) | (177,248) | (231,616) | |||||
 |
The movement on the deferred tax account can be summarised as follows:
 | Drug registration expenditure |  | Freehold property |  | Total | ||
£ | £ | £ | |||||
 | |||||||
At 31 March 2013 | (155,565) | (76,051) | (231,616) | ||||
Credit for the year through income statement | 44,448 | - | 44,448 | ||||
Movement through the year through revaluation reserve | - | 9,920 | 9,920 | ||||
At 31 March 2014 | (111,117) | (66,131) | (177,248) | ||||
 |
The tax losses carried forward are not expected to expire under current legislation.
Any future dividend received from the Chinese subsidiary Zhejiang ECO Biok Animal Health Products Limited will be subject to a 10 per cent withholding tax. The deferred tax liability in respect of this has not been recognised.
Company | Â | 2014 | Â | Â | 2013 | Â | |||
Freehold property | Total | Freehold property | Total | ||||||
£ | £ | £ | £ | ||||||
 | |||||||||
At 1 April | (76,051) | (76,051) | (72,590) | (72,590) | |||||
Movement in the year through revaluation reserve | 9,920 | 9,920 | (3,461) | (3,461) | |||||
 | |||||||||
At 31 March 2014 | (66,131) | (66,131) | (76,051) | (76,051) | |||||
 |
No charge or credit (2013: credit of £1,732) was recognised in the Company’s income statement for the year. A credit of £9,920 (2013: charge of £3,461) was recognised in the Company’s Revaluation Reserve.
18. Cash and cash equivalents
Cash and cash equivalents comprise cash and short term deposits held by the Group. The carrying amount of these assets are not significantly different to their fair value.
 | Note |  | Group |  |  | Company |  | ||||
2014 | 2013 | 2014 | 2013 | ||||||||
£ | £ | £ | £ | ||||||||
 | |||||||||||
Cash and cash equivalents | 18,239,830 | 9,664,443 | 9,229,578 | 4,130,622 | |||||||
Overdrafts | 20 | - | (2,134,765) | - | (2,134,765) | ||||||
Net funds per cash flow | 18,239,830 | 7,529,678 | 9,229,578 | 1,995,857 | |||||||
 |
19. Trade and other payables
 | Group |  |  | Company |  | ||||
2014 | 2013 | 2014 | 2013 | ||||||
£ | £ | £ | £ | ||||||
 | |||||||||
Trade payables | 4,972,605 | 6,099,247 | 53,165 | 57,953 | |||||
Amounts due to joint venture | - | 34,966 | - | - | |||||
Other payables | 305,566 | 424,791 | 55,532 | 187,850 | |||||
Accruals and deferred income | 1,065,084 | 356,979 | 42,260 | 32,529 | |||||
6,343,255 | 6,915,983 | 150,957 | 278,332 | ||||||
 |
20. Borrowings
Included within payables on the statement of financial position are the following amounts at fair value secured by a debenture on the assets of the group:
 | Group |  |  | Company |  | ||||
2014 | 2013 | 2014 | 2013 | ||||||
£ | £ | £ | £ | ||||||
 | |||||||||
Short term borrowings | - | 2,134,765 | - | 2,134,765 | |||||
 |
Currency analysis of short term borrowings
 | Group |  |  | Company |  | ||||
2014 | 2013 | 2014 | 2013 | ||||||
£ | £ | £ | £ | ||||||
 | |||||||||
U S Dollars | - | 835,527 | - | 835,527 | |||||
Euros | - | 1,299,238 | - | 1,299,238 | |||||
- | 2,134,765 | - | 2,134,765 | ||||||
 |
The Group has the facility to overdraw in specific currencies but no net facility. The interest rate for all currency overdrafts is 2.75 per cent over the relevant currency base rate and the borrowings are secured by two debentures held over all assets of the company dated 28 January 1995 and 28 November 2006.
21. Pension and other post-retirement benefit commitments
Defined Contribution pension Scheme
The Group operates defined contribution pension schemes for the benefit of certain directors and senior employees. The assets of the schemes are held separately from the Group and independently administered by insurance companies. The pension cost charge represents contributions payable to the funds in the year and amounted to £387,850 (2013: £340,268).
Defined Benefit Pension Scheme
The Group operates a defined benefit scheme in the UK for ex-employees only. A full actuarial valuation was carried out at 6 April 2012 and updated 31 March 2014 by a qualified independent actuary. The major assumptions used by the actuary were:
 | 31 March |  | 1 April | ||
2014 | 2013 | ||||
Discount rate | 4.30% | 4.1% | |||
Rate of increase in pension payment | 2.45% | 2.1% | |||
Inflation assumption with a maximum of 5% p.a. | 3.15% | 2.8% | |||
 |
Mortality rates
Pre retirement mortality is based on the mortality table known as AMCOO for males and AFCOO for females and 70% of the mortality indicated by this table has been taken, as in the previous year.
Post retirement mortality is based on the mortality table known as PCMAOO for males and PCFAOO for females. Allowance has been made for the improvement in mortality experienced recently and expected in the future by using 100% of the “Medium Cohort†improvement table, subject to a minimum improvement rate of 1% for males and 0.7% for females as in the previous year.
Under these mortality assumptions, the expected future lifetime for a member retiring at age 65 at the year end would be 22.7 years for males (2013: 22.6 years) and 24.6 years for females (2013: 24.5 years). For members retiring in 20 years time, the expectation of life would be 24.6 years for males (2013: 24.5 years) and 26.0 years for females (2013: 25.9 years).
Results | Â | 2014 | Â | Â | 2013 | Â | |||
£ | £ | £ | £ | ||||||
Assets at start of year | 2,760,000 | 2,959,000 | |||||||
Defined benefit obligation at start of year | (2,631,000) | (2,957,000) | |||||||
Net asset at 1 April | 129,000 | 2,000 | |||||||
Current service cost, including risk benefits | (4,000) | (4,000) | |||||||
Past service credit | - | 20,000 | |||||||
(4,000) | 16,000 | ||||||||
Expected return on assets | 113,000 | 132,000 | |||||||
Interest cost | (108,000) | (131,000) | |||||||
5,000 | 1,000 | ||||||||
Gain on asset return | 2,000 | 34,000 | |||||||
Experience gain/(loss) | 4,000 | (31,000) | |||||||
Gain on changes in assumptions | 19,000 | 54,000 | |||||||
Statement of other comprehensive income | 25,000 | 57,000 | |||||||
Employer contributions gross | 54,000 | 60,000 | |||||||
Expenses paid by trustees | (7,000) | (7,000) | |||||||
47,000 | 53,000 | ||||||||
Net asset at 31 March 2014 | 202,000 | 129,000 | |||||||
 | |||||||||
Actual assets at end of year | 2,680,000 | 2,760,000 | |||||||
Actual defined benefit obligation at end of year | (2,478,000) | (2,631,000) | |||||||
 |
The pension fund assets are all held within a policy managed by an insurance company.
Reconciliation of changes in the asset value during the year
 | 2014 |  |  | 2013 |  | ||||
£ | £ | £ | £ | ||||||
Fair value of assets at 1 April | 2,760,000 | 2,959,000 | |||||||
Expected return on assets | 113,000 | 132,000 | |||||||
Gain on asset return | 2,000 | 34,000 | |||||||
Employer contributions (gross) | 54,000 | 60,000 | |||||||
Death in service insurance premiums paid | (4,000) | (4,000) | |||||||
Expenses paid by trustees | (7,000) | (7,000) | |||||||
(Decrease) in secured pensioners value due to scheme experience | (238,000) | (413,000) | |||||||
Benefits paid | - | (1,000) | |||||||
Fair value of assets at 31 March 2014 | 2,680,000 | 2,760,000 | |||||||
 | |||||||||
Reconciliation of changes in the liability value during the year | |||||||||
 | |||||||||
Defined benefit obligation at 1 April | 2,631,000 | 2,957,000 | |||||||
Interest cost | 108,000 | 131,000 | |||||||
Past service credit | - | (20,000) | |||||||
Experience (gain)/loss on liabilities | (4,000) | 31,000 | |||||||
(Gain) on changes in assumptions | (19,000) | (54,000) | |||||||
(Decrease) in secured pensioners value due to scheme experience | (238,000) | (413,000) | |||||||
Benefits paid | - | (1,000) | |||||||
Defined benefit obligation at 31 March 2014 | 2,478,000 | 2,631,000 | |||||||
 |
The expected contribution to be paid by the employer during the next accounting year is £59,000. This includes a provision of £4,000 for death in service risk premium (2013: £4,000).
Year ended 31 March | Â | 2014 | Â | 2013 | Â | 2012 | Â | 2011 | Â | 2010 | |
 | |||||||||||
Fair value of plan assets | 2,680,000 | 2,760,000 | 2,959,000 | 2,596,000 | 2,575,000 | ||||||
Present value of defined benefit obligation | 2,478,000 | 2,631,000 | 2,957,000 | 2,684,000 | 2,592,000 | ||||||
Surplus in plan | 202,000 | 129,000 | 2,000 | 88,000 | 17,000 | ||||||
Experience (loss)/gains on plan liabilities | 4,000 | (31,000) | (5,000) | 1,000 | 9,000 | ||||||
 |
22. Share-based payments
The measurement requirements of IFRS2 have been implemented in respect of share options that were granted after 7 November 2002. The expense recognised for share based payments made during the year is shown in the following table:
 | 2014 |  | 2013 | ||
£ | £ | ||||
 | |||||
Total expense arising from equity settled share-based transactions | 306,562 | 358,260 | |||
 |
The share based payment plans are described below:
Movements in issued share options and jointly owned shares during the year
The following table illustrates the number and weighted average exercise prices (WAEP) of and movements in, share options and jointly owned shares during the period:
 | Options |  |  | Jointly owned shares |  | Options |  |  | Jointly owned shares | ||||||||
2014 | 2014 | 2014 | Â | 2014 | 2013 | 2013 | 2013 | Â | 2013 | ||||||||
WAEP | WAEP | WAEP | WAEP | ||||||||||||||
£ | £ | £ | £ | ||||||||||||||
Outstanding at 1 April | 3,448,610 | 1.50 | 2,603,290 | 2.00 | 3,257,850 | 1.39 | 2,603,290 | 2.00 | |||||||||
Granted during the period | 979,560 | 2.07 | - | - | 410,000 | 2.23 | - | - | |||||||||
Expired/cancelled during the period | (185,100) | 1.54 | - | - | (10,000) | 3.40 | - | - | |||||||||
Exercised during the period | (801,885) | 1.42 | - | - | (209,240) | 1.17 | - | - | |||||||||
Outstanding at 31 March | 3,441,185 | 1.94 | 2,603,290 | 2.00 | 3,448,610 | 1.50 | 2,603,290 | 2.00 | |||||||||
Exercisable at 31 March | 1,665,125 | 1.28 | 315,000 | 2.00 | 1,612,110 | 1.24 | 315,000 | 2.00 | |||||||||
 |
The average share price during the year was 217.9p.
The maximum aggregate number of shares over which options may currently be granted cannot exceed 10 per cent of the nominal share capital of the Company on the grant date. The options outstanding at 31 March 2014 had a weighted average share price of £1.94 and a weighted average contractual life of 4.6 years.
Eco Animal Health Group plc Executive Share Option Scheme
In accordance with the Executive Share Option Scheme, approved and unapproved share options are granted to full time directors and employees who devote at least 25 hours per week to the performance of duties or employment with the Company.
Details of options granted to directors can be found in the Directors Report and notes 29 (Directors Emoluments) and 31 (Related Party Transactions).
The exercise price of the options is equal to the market price of the shares at the date of grant. The options vest three years from the date of grant and if the option holder ceases to be a director or employee of the Company due to injury, disability, redundancy or retirement on reaching pensionable age or any other age at which they are bound to retire at in accordance with the terms of their contract of employment, the option may be exercised within a period of six months after the option holders so ceasing, although the Board may, at its discretion, extend this period by up to 36 months after the date of cessation.
If the option holder ceases employment for any other reason, the option may not be exercised unless the Board permits. The approved and unapproved options will be forfeited where they remain unexercised at the end of their respective contractual lives of ten and seven years.
An analysis of the expiry dates of the outstanding options is given below:
Date of grant | Â | Unapproved | Â | Approved | Â | Exercise price (pence) | Â | Expiry date | |
 | |||||||||
20 February 2006 | 11,880 | 252.50 | 20 February 2016 | ||||||
10 August 2006 | 12,600 | 238.00 | 10 August 2016 | ||||||
03 March 2008 | 193,635 | 108.50 | 03 March 2018 | ||||||
03 March 2008 | 420,010 | 108.50 | 03 March 2015 | ||||||
18 September 2008 | 35,000 | 85.00 | 18 September 2018 | ||||||
18 September 2008 | 85,000 | 85.00 | 18 September 2015 | ||||||
30 April 2009 | 32,550 | 147.00 | 30 April 2019 | ||||||
30 April 2009 | 184,450 | 147.00 | 30 April 2016 | ||||||
06 August 2009 | 22,000 | 135.00 | 06 August 2019 | ||||||
06 August 2009 | 68,000 | 135.00 | 06 August 2016 | ||||||
24 December 2009 | 19,350 | 155.00 | 24 December 2019 | ||||||
24 December 2009 | 10,650 | 155.00 | 24 December 2016 | ||||||
12 April 2010 | 30,000 | 150.00 | 12 April 2017 | ||||||
20 May 2010 | 115,100 | 140.00 | 20 May 2020 | ||||||
20 May 2010 | 359,900 | 140.00 | 20 May 2017 | ||||||
13 September 2010 | 65,000 | 161.00 | 13 September 2017 | ||||||
11 October 2013 | 133,100 | 186.50 | 11 October 2021 | ||||||
11 October 2013 | 278,400 | 186.50 | 11 October 2018 | ||||||
9 July 2013 | 375,000 | 222.50 | 9 July 2018 | ||||||
30 July 2013 | 10,000 | 254.00 | 30 July 2018 | ||||||
24 April 2013 | 26,060 | 215.00 | 24 April 2020 | ||||||
20 August 2013 | 13,200 | 226.00 | 20 August 2023 | ||||||
20 August 2013 | 306,800 | 226.00 | 20 August 2020 | ||||||
9 October 2013 | 90,440 | 196.00 | 9 October 2023 | ||||||
9 October 2013 | 478,060 | 196.00 | 9 October 2020 | ||||||
22 January 2014 | 14,450 | 207.50 | 22 January 2024 | ||||||
22 January 2014 | 50,550 | 207.50 | 22 January 2021 | ||||||
 |  | ||||||||
2,721,820 | 719,365 | ||||||||
 |
ECO Animal Health Group plc Joint Share Ownership Plan
In accordance with the Group’s Joint Share Ownership Plan (JSOP), jointly owned shares may be awarded to directors and employees of the company.
The shares are awarded at the market price on the day of the award and are held jointly by the employee concerned and the ECO Animal Health Group plc Employee Benefit Trust. After a three year vesting period, the shares may be sold at the option of the employee. The proceeds of sale are split between the trust and the employee so that the Trust receives the original market value of the shares sold plus a 5.9% per annum carry charge, with the employee receiving any excess over this amount.
Because these are actual issued shares in the company rather than options there is no expiry date associated with jointly owned shares. However, they will normally be forfeit if the employee ceases to be an employee of the company for any reason other than death, injury, redundancy, retirement on or after normal retirement age or disposal by the Group of the employing business entity.
The market price of the shares at 31 March 2014 was 169.0p with a range in the year of 163.5p to 265.0p.
Inputs to the Valuation Model (for options and jointly owned shares)
The fair value of share options granted prior to 31 March 2007 were estimated at the time of grant using trinomial pricing model, taking into account all the terms and conditions upon which the options were granted. For options issued after 1 April 2007, the directors took the decision that a Black-Scholes model would be more appropriate.
The following table lists the inputs to the Black-Scholes model which applies to both options and jointly owned shares.
 | 2014 |  | 2013 |  | 2012 |  | 2011 |  | 2010 | ||
 | |||||||||||
Vesting period (years) | 3 | 3 | 3 | 3 | 3 | ||||||
Option expiry (years) | 7-10 yrs | 7-10 yrs | 7-10 yrs | 7-10 yrs | 7-10 yrs | ||||||
Dividends expected on the shares | 1.4 - 1.9% | 1.40% | 1.00% | 4.50% | 5.00% | ||||||
Risk free rate | 0.5 - 1.2% | 0.50% | 2.00% | 2.00% | 2.40% | ||||||
Volatility of share price | 20% | 25% | 27% | 45% | 40% | ||||||
Weighted average fair value of options | 29.1p | 38.7p | 41.0p | 37.8p | 32.6p | ||||||
 |
The risk free rate has been based on the yield from UK Government treasury coupons. The volatility of the share price was estimated based on standard deviation calculations on the historic share price.
No shares were issued under the Joint Share Ownership Plan during the year or the previous year.
The fair value of the part interest in the jointly owned shares was calculated using a Black-Scholes model with the same assumptions as those used for the options issued during the same year.
The weighted average fair value of the Jointly owned shares issued during the year ended 31 March 2012 was 26.1p.
23. Share capital
 | 2014 |  | 2013 | ||
£ | £ | ||||
Authorised | |||||
68,100,000 Ordinary shares of 5p each | 3,405,000 | 3,405,000 | |||
10,790 Deferred ordinary shares of 10p each | 1,079 | 1,079 | |||
32,334 Convertible preference shares of £1 each | 32,334 | 32,334 | |||
3,438,413 | 3,438,413 | ||||
 | |||||
Allotted, called up and fully paid | |||||
62,474,231 (2013: 55,345,016) Ordinary shares of 5p each | 3,123,712 | 2,767,251 | |||
 |
During the year the Company issued 6,315,790 shares as a result of a placing with institutional investors at a price of 190p resulting in an increase in share premium of £11.2 million after expenses.
During the year a further 11,540 shares were issued at a premium of £24,926 as a result of the take up of the scrip dividend option and 801,885 more shares were issued at a premium of £1,096,276 as a result of the exercise of options by employees.
24. Minority interests
 | 2014 |  | 2014 |  | 2013 |  | 2013 | ||
£ | £ | £ | £ | ||||||
 | |||||||||
Balance at 1 April | 2,458,250 | 1,891,587 | |||||||
Share of subsidiary's profit for the year | 649,857 | 436,711 | |||||||
Share of foreign exchange (loss)/gain on net investment | (140,554) | 129,952 | |||||||
509,303 | 566,663 | ||||||||
Share of dividend paid by subsidiary | (799,146) | - | |||||||
Balance at 31 March | 2,168,407 | 2,458,250 | |||||||
 |
25. Treasury share reserve
 | 2014 |  | 2013 | ||
£ | £ | ||||
 | |||||
Balance at 1 April 2013 and 31 March 2014 | 5,217,580 | 5,217,580 | |||
 |
Treasury share reserve consists of £5,217,580 (2013: £5,217,580), being the cost of 2,603,290 shares in the Company held by the Group’s JSOP.
26. Other reserves
Group and Company | Â | Capital redemption reserve | Â | Special reserve | Â | Reserve for share-based payment | Â | Total | |
£ | £ | £ | £ | ||||||
At 31 March 2012 | 105,829 | 3,250,000 | 1,418,302 | 4,774,131 | |||||
Share-based payments | - | - | 358,260 | 358,260 | |||||
Transfer to retained earnings on expiry of options | - | - | (82,062) | (82,062) | |||||
At 31 March 2013 | 105,829 | 3,250,000 | 1,694,500 | 5,050,329 | |||||
Share-based payments | - | - | 306,562 | 306,562 | |||||
Transfer to retained earnings on expiry of options | - | - | (290,949) | (290,949) | |||||
Transfer to share premium on issue of equity in the year | - | (3,250,000) | - | (3,250,000) | |||||
105,829 | - | 1,710,113 | 1,815,942 |
The only material reserve remaining at the year end is the reserve for share based payments which records the total amount which has been charged to the Group’s results in respect of unexpired share based payment arrangements.
Included in the Group’s retained earnings are the following exchange movements which have been taken directly to reserves on consolidation of the subsidiaries and joint ventures listed below:
 | At 1 April 2013 |  | Movement in the year |  | At 31 March 2014 | ||
£ | £ | £ | |||||
 | |||||||
In respect of: | |||||||
Zhejiang Eco Biok Animal Health Products Limited | 544,448 | (146,290) | 398,158 | ||||
Eco Animal Health do Brasil Comercio de Produtos Veterinarios Ltda | 91,971 | (213,479) | (121,508) | ||||
ECO Animal Health Japan Inc. (formerly ECOpharma Inc.) | (6,217) | (128,911) | (135,128) | ||||
ECO Animal Health USA Corp. | (475) | - | (475) | ||||
ECO Animal Health de Mexico | (16,227) | (20,790) | (37,017) | ||||
ECO Animal Health Southern Africa (pty) Ltd | 493 | - | 493 | ||||
Pharmgate LLC | 475 | (1,410) | (935) | ||||
Pharmgate Canada LLC | 16 | 44 | 60 | ||||
Foreign currency differences attributable to owner (debited) directly to reserves. | (510,836) |
27. Financial commitments
At 31 March 2014 the Group had minimum commitments under non-cancellable operating leases as follows:
 | Land and Buildings |  | Other |  | |||||
2014 | Â | 2013 | 2014 | 2013 | |||||
£ | £ | £ | £ | ||||||
Expiry date: | |||||||||
Within one year | 376,502 | 62,137 | 55,000 | - | |||||
Between two and five years | 628,475 | 855,766 | 93,654 | 42,482 | |||||
In over five years | 1,249,416 | 1,621,230 | - | - | |||||
2,254,393 | 2,539,133 | 148,654 | 42,482 | ||||||
 | |||||||||
Minimum expected sublease rental receipts: | |||||||||
Within one year | 120,000 | - | - | - | |||||
Between two and five years. | 285,370 | 525,370 | - | - | |||||
405,370 | 525,370 | - | - | ||||||
 |
28. Capital commitments
The group had no authorised capital commitments as at 31 March 2014 (2013: Nil).
29. Directors’ emoluments
 | 2014 |  | 2013 | ||
£ | £ | ||||
 | |||||
Emoluments for qualifying services | 544,744 | 541,126 | |||
Company pension contributions to money purchase schemes | 147,260 | 117,874 | |||
Share-based payments | 188,329 | 213,479 | |||
Benefits in kind | 21,320 | 21,421 | |||
901,653 | 893,900 | ||||
 |
During the year the directors exercised 698,370 (2013: 31,640) share options realising a gain of £295,797 (2013: £41,607).
The number of directors for whom retirement benefits are accruing under money purchase pension schemes amounted to 3 (2013: 3). No directors accrued benefits under defined benefit schemes for this or the previous year.
The highest paid director received £377,060 (2013: £390,678) including share-based payments and £50,000 (2013: £50,000) of pension contributions.
30. Employees
Number of employees
The average number of employees (including directors) during the year was:
 | 2014 |  | 2013 | ||
Number | Number | ||||
 | |||||
Directors | 7 | 7 | |||
Production and development | 52 | 48 | |||
Administration | 39 | 36 | |||
Sales | 67 | 63 | |||
165 | 154 | ||||
 | |||||
Employment costs (including amounts capitalised) | |||||
2014 | 2013 | ||||
£ | £ | ||||
 | |||||
Wages and salaries | 4,817,985 | 4,322,201 | |||
Share-based payments | 306,562 | 358,260 | |||
Social security costs | 370,512 | 376,514 | |||
Other pension costs | 391,850 | 324,268 | |||
5,886,909 | 5,381,243 | ||||
 |
31. Related party transactions
During the year P Lawrence and his family received dividends in the form of cash and shares to the value of £450,727 (2013: £420,320). The Company also paid net expenses of £596,076 on behalf of P Lawrence and his family. At the year end ECO Animal Health Group plc owed P A Lawrence and members of his family a total of £508 (2013: £146,502). The maximum amount briefly outstanding from P Lawrence and connected parties during the year was £372,293.
The other directors and their families received dividends to the value of £2,637 (2013: £13,916).
During the year, the Group provided management services to Anpario plc, a company in which P A Lawrence is a Director and holds share options. Fees of £32,500 (2013: £29,250) were charged.
During the year, the Group provided the services of two employees to C-Corp Limited, a company in which P A Lawrence is a Director and shareholder. Fees of £43,398 (2013: £43,451) were charged.
During the year ECO Animal Health Limited made sales on an arm’s length basis to the following other companies. The sales and year end balances are given in the table below. Since all of these companies are wholly owned by the Group, these transactions and balances have all been eliminated on consolidation.
Subsidiary companies | Â | Sales | Â |
Year end (payables)
receivables (net) |
 | Sales |  | Year end receivables | |||
2014 | Â | 2013 | |||||||||
£ | £ | £ | £ | ||||||||
 | |||||||||||
Zhejiang Eco Biok Animal Health Products Limited | 2,562,788 | - | 1,707,566 | 601,240 | |||||||
Eco Animal Health do Brasil Comercio de Produtos Veterinarios Ltda. | 1,590,138 | (1,044) | 2,273,712 | 1,116,150 | |||||||
ECO Animal Health Japan Inc | 1,091,928 | 176,909 | 1,146,540 | 101,880 | |||||||
ECO Animal Health de Mexico | 289,032 | 827,234 | 179,451 | 550,489 | |||||||
ECO Animal Health USA Corp. | 977,414 | 550,723 | 997,534 | 437,755 | |||||||
 |
Interest and management charges from Parent to the other Group companies
During the year the Company made management charges on an arm’s length basis to ECO Animal Health Limited amounting to £208,328 (2013: £217,259) and charged interest of £454,782 (2013: £425,598) to the Company. Both of these charges were made through the inter-company account and were eliminated on consolidation.
ECO Animal Health Limited also made management charges on an arm’s length basis to ECO Japan Inc. amounting to £66,133 (2013: £113,426). The whole transaction was eliminated on consolidation.
ECO Animal Health Limited also paid £302,465 (2013: £346,682) of service charges to ECO Animal Health USA Corp. during the year. This transaction was eliminated on consolidation.
During the year Zhejiang ECO Biok Animal Health Products Limited paid a dividend of £63,925 to ECO Animal Health Group plc (2013: £nil) and a dividend of £767,839 to ECO Animal Health Limited (2013: £nil).
Inter Company Guarantee
ECO Animal Health Group plc and ECO Animal Health Limited have each given a guarantee dated 28 January 1995 to the company’s bankers in respect of the £1,000,000 facility which has been extended to them jointly.
Joint Ventures
During the year ECO Animal Health Limited made sales on an arm’s length basis of £519,779 (2013: £240,590) to ECO Animal Health Canada LLC. The balance outstanding at the year end was £197,115 (2013: £74,443).
Key management compensation
The group regards the board of directors as its key management.
 | 2014 |  | *2013 | ||
£ | £ | ||||
 | |||||
Salaries and short term benefits | 566,065 | 562,547 | |||
Retirement benefits | 147,260 | 117,874 | |||
Share-based payments | 188,329 | 213,479 | |||
901,654 | 893,900 | ||||
 |
*The comparative figures have been restated to include non executive Directors and exclude Employers National Insurance.
The number of directors for which retirement benefits are accruing is 3 (2013: 3).
32. Financial instruments
The Group uses financial instruments comprising borrowings, cash and liquid resources and various items, such as trade receivables, trade payables etc. that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Group’s operations. The directors are responsible for the overall risk management.
The main risks arising from the Group’s use of financial instruments are interest rate risk, capital and liquidity risk, credit risk and foreign currency risks and they are summarised below. The policies have remained unchanged throughout the year.
Interest rate risk
The Group finances its operations through a mixture of retained earnings and bank borrowings. At the year end the Group had no exposure to overdraft interest (2013: the Group was exposed to interest rates on currency overdraft facilities of £2,134,765.)
Capital and liquidity risk
The Group manages its capital to ensure continuity as a going concern whilst maximising returns through the optimisation of debt and equity. As part of this, the Board considers the cost and risk associated with each class of capital. The capital structure of the Group consists of debt which includes the borrowings disclosed in note 20, cash and cash equivalents in note 18 and equity attributable to equity holders of the parent comprising issued capital, reserves and retained earnings as disclosed in the Group’s statement of changes in equity.
Liquidity risk is managed by maintaining adequate reserves and banking facilities with continuous monitoring of the latest developments by management.
At 31 March 2014 the Group was contractually obliged to make repayments as detailed below:
 | 2014 |  | 2013 | ||
WITHIN ONE YEAR OR ON DEMAND | £ | £ | |||
 | |||||
Bank overdrafts | - | 2,134,765 | |||
Trade payables | 4,972,605 | 6,099,247 | |||
 |  | ||||
4,972,605 | 8,234,012 | ||||
 |
Credit risk
Credit risk is that of financial loss as a result of default by a counterparty on its contractual obligations. The Group’s exposure to credit risk arises principally in relation to trade receivables from customers and on short term bank deposits. Customers’ creditworthiness is wherever possible checked against independent rating databases and filing authorities or otherwise assessed on the basis of trade knowledge and experience. Exposure and customer credit limits are continually monitored both on specific debts and overall.
The credit risk in relation to short term bank deposits and derivatives is limited because the counterparties are banks with good credit ratings.
The Group operates in certain geographical areas (for example Venezuela) which are from time to time subject to restrictions in the free movement of funds. The Board seeks to minimise the group’s exposure to these markets but the nature of our business makes it impossible to eliminate this exposure completely.
Currency risk
The Group operates in overseas markets particularly through its subsidiaries in China, Brazil, the USA and Japan and is subject to currency exposure on transactions undertaken during the year. The Group does some hedging of receivables when the Board feels it is appropriate to do so and foreign
The table below shows the extent to which the Group companies have monetary assets and liabilities in currencies other than in Sterling:
Foreign currency of Group operations | Â | Â | Â | Â | Â | Â | |||||||||
2014 | Â | US Dollar | Euros | Rand | Chinese RMB | Japanese Yen | Brazilian Real | Other | |||||||
 | |||||||||||||||
Sterling equivalent (000's) | 2,951 | 4,206 | 537 | 3,274 | 2,091 | 1,191 | 1,002 | ||||||||
 | |||||||||||||||
2013 | |||||||||||||||
 | |||||||||||||||
Sterling equivalent (000's) | 73 | 670 | 617 | 3,841 | 1,265 | 921 | 480 | ||||||||
 |
At 31 March 2014 the Group was mainly exposed to the Dollar, Euro, the Chinese RMB, the Japanese Yen and the Brazilian Real. The following table details the effect of a 10 per cent movement in the exchange rate of these currencies against sterling when applied to outstanding monetary items denominated in foreign currency as at 31 March 2014. A positive number indicates the decrease in profit which would arise from a 10 per cent weakening of the foreign currency concerned.
 | 2014 |  |  |  | 2013 | ||
£'000 | £'000 | ||||||
 | |||||||
U S Dollar | 268 | 7 | |||||
Euro | 382 | 61 | |||||
Chinese RMB | 298 | 349 | |||||
Japanese Yen | 190 | 115 | |||||
Brazilian Real | 108 | 84 | |||||
 |
Analysis of financial instruments by category
Group
 | Loans and receivables |  | Total | ||
2014 | £ | £ | |||
 | |||||
Investments | 8,738 | 8,738 | |||
Trade and other receivables (excluding prepayments) | 9,381,898 | 9,381,898 | |||
Cash and cash equivalents | 18,239,830 | 18,239,830 | |||
 | |||||
2013 | Loans and receivables | Total | |||
£ | £ | ||||
 | |||||
Investments | 8,738 | 8,738 | |||
Trade and other receivables (excluding prepayments) | 11,057,812 | 11,057,812 | |||
Cash and cash equivalents | 9,664,443 | 9,664,443 | |||
 |
Company
 | Loans and receivables |  | Total | ||
2014 | £ | £ | |||
 | |||||
Trade and other receivables (excluding prepayments) | 33,837,478 | 33,837,478 | |||
Cash and cash equivalents | 9,229,578 | 9,229,578 | |||
 | |||||
2013 | Loans and receivables | Total | |||
£ | £ | ||||
 | |||||
Trade and other receivables (excluding prepayments) |
30,304,099 | 30,304,099 | |||
Cash and cash equivalents | 4,130,622 | 4,130,622 | |||
 |
All financial liabilities in the Group’s and Company’s statements of financial position are classified as held at amortised cost for both the current and previous year.
33. Post Balance Sheet event
ECO Animal Health Limited signed an agreement in May 2014 which resulted in the acquisition of the business of its agent in South East Asia for a consideration of $437,500.