Interim Results
Dechra Pharmaceuticals PLC
28 February 2006
Issued by Citigate Dewe Rogerson Ltd, Birmingham
Date: Tuesday, 28 February 2006
Embargoed: 7.00am
Dechra Pharmaceuticals PLC
Interim Results for the six months ended 31 December 2005
'Solid progress across all businesses reflecting both strong market conditions
and further penetration of our products and services within the veterinary
market'
All figures now reported under International Financial Reporting Standards as
adopted by the European Union
2005 2004
Revenue £116.1m £104.3m +11%
Operating profit £5.8m £5.5m +5%
Operating profit (pre-product and USA development
cost) £6.6m £5.9m +13%
Profit before taxation £5.2m £4.8m +9%
Profit before taxation (pre-product and USA
development cost) £6.0m £5.1m +18%
Earnings per share 6.99p 6.49p +8%
Interim dividend 1.91p 1.70p +12%
Net borrowings £10.2m £13.2m
All businesses continue to make solid progress
Approval gained in the EU for Vetoryl(R) capsules
NVS has improved its competitive position and gained new accounts
Continued increase in own brand pharmaceutical sales
'Market penetration of our veterinary pharmaceutical portfolio into new and
existing markets is increasing and we expect to deliver further growth and
report positively on the clinical trials in North America in the future.'
Ian Page, Chief Executive
FULL STATEMENT ATTACHED
Enquiries:
Ian Page, Chief Executive Fiona Tooley, Director
Simon Evans, Group Finance Director Katie Dale, Senior Account Manager
Dechra(R) Pharmaceuticals PLC Citigate Dewe Rogerson
Today: 0207 638 9571 (until 11.30am) Today: 0207 638 9571
Mobile: 07775 642222 (IP) or 07775 642220 (SE) Mobile: 07785 703523 (FMT)
Thereafter: 01782 771100 Thereafter: 0121 455 8370
www.dechra.com
-2-
Dechra Pharmaceuticals PLC
Interim Results for the six months ended 31 December 2005
Introduction
The Group continues to make solid progress across all businesses, with revenue
growth of 11%. This reflects both strong market conditions and further
penetration of our products and services within the veterinary market.
In addition to the strong organic growth achieved, the Group has continued to
lay the foundations of future growth by, as previously indicated, significantly
increased product development expenditure compared to the same period last year,
and further investment in the establishment of our USA operation. Therefore,
whilst operating profit showed a 5% improvement over the comparable period and
pre-tax profit a 9% improvement, these figures rise to 13% and 18% respectively
if stated before increased product and USA development cost, both of which will
be key drivers of value over the long term.
Our strategic focus continues to be the ongoing development of the Group's own
veterinary pharmaceutical portfolio for the world's companion animal markets. It
is pleasing to report that two milestones have been achieved in the period.
Firstly, through the mutual recognition procedure, we have gained approval in
the EU for one of our lead products, Vetoryl capsules. Marketing will commence
via our European partners in the key territories prior to the end of this
financial year. Secondly, the Group continues to make progress on the licensing
of both Vetoryl capsules and Felimazole(R) tablets in the USA. Feedback received
from the Food and Drug Administration ('FDA') on the safety and efficacy
sections of our applications has provided clarity on the specific requirements
to licence these key products in the world's largest companion animal market. We
remain confident of the potential for substantial sales. Further details are
provided later in this report.
Financials
These interim results are our first to be presented using International
Financial Reporting Standards ('IFRS'). The comparative figures for the year
ended 30 June 2005 and the six months ended 31 December 2004 have been re-stated
accordingly.
In the six months ended 31 December 2005, Group revenues were up 11% to £116.1
million (2004: £104.3 million), whilst operating profit increased by 5% to £5.8
million (2004: £5.5 million), and profit before taxation rose 9% to £5.2 million
(2004: £4.8 million).
Basic earnings per share amounted to 6.99 pence, against 6.49 pence in 2004, up
8%.
As normal, inventory levels were at a seasonally high level at the end of the
period being reported on and this caused net borrowings to increase compared to
30 June 2005. However, the net borrowings at 31 December 2005 of £10.2 million
showed a 22% reduction when compared to the £13.2 million at the same point last
year. We expect by the year-end to have reduced borrowings further, reflecting
the Group's strong cash generation.
Interest cover remains strong at 9.2 times operating profit (2004: 7.1 times).
Dividend
In view of the Board's confidence in the future direction of the Group, the
Directors are declaring an Interim dividend of 1.91 pence (2004: 1.70 pence), an
increase of 12%.
The Interim dividend will be paid on 7 April 2006 to shareholders on the
Register as at 10 March 2006. This dividend is covered 3.6 times by earnings
(2004: 3.8 times).
continued...
-3-
Review
Pharmaceutical Division
This division comprises Dechra Veterinary Products ('DVP'), Arnolds Veterinary
Products ('Arnolds') and Dales Pharmaceuticals ('Dales').
Sales and Marketing
The re-branding of our UK pharmaceuticals is progressing to plan with our major
strategic products now being marketed under the global 'Dechra Veterinary
Products' brand.
DVP continues to increase pharmaceutical sales, driven by accelerated growth of
one of our lead products, Felimazole, within the UK and EU. This was achieved by
launches into new EU territories by our marketing partners and the UK
introduction of a new 2.5 mg dosage form.
DVP USA, established in April 2005, has successfully launched our own branded
Thyroxyl oral solution and Thyroxyl tablets for the treatment of canine
hypothyroidism in this important region. DVP, led by our experienced US team,
recently presented and exhibited at the North American Veterinary Conference
where our introduction to the market and our long term plans were well received
by veterinarians. Terms have been agreed with all the major national and
regional distributors, a key step in establishing our presence in North America.
We continue to develop the Arnolds brand, which is now focussed on instruments,
consumables, and critical care products. We have made progress as market leaders
in critical care with market share gains and product introductions. The Vetivex
(R) range of licensed products used for fluid therapy, which we acquired last
year, has seen improvement in market share and pleasing revenue growth. Although
our Instruments and Consumables business has suffered from competitive
pressures, grey imports and price deflation, it produced a satisfactory
performance with volume sales being maintained.
Pharmaceutical Manufacturing
Dales, our manufacturing facility, enjoyed a positive first half performance
through further productivity improvements and investment. Service levels to cus
tomers are now at record highs, and we expect this trend to be maintained.
A complete revision of our Quality Management Systems is at an advanced stage.
Also during the first half, we began the commissioning of a new IT system. These
changes will enhance quality procedures and improve efficiency as we work
towards achieving FDA compliance.
Services Division
This division comprises National Veterinary Services ('NVS'), Vetcom Systems
('Vetcom'), NationWide Laboratories ('NWL') and Cambridge Specialist Laboratory
Services ('CSLS').
Distribution
Despite the continuing competitive market conditions, our wholesaling business
NVS has focussed on improving its competitive position and gaining new accounts.
This has produced strong sales growth and further strengthened NVS's market
share.
We have commenced a substantial investment in NVS's central facility, which will
increase capacity and further improve operational efficiency. The warehouse has
been extended by a new 16,000 square foot mezzanine floor with major extensions
and operational improvements also being made to the automatic picking circuit.
continued...
-4-
Vetcom Systems
This month has seen the launch of 'Vpod', a hand-held, stand-alone, electronic
on-line ordering device. Utilising barcode technology, this fast and easy-to-use
ordering system will allow veterinary practices to maintain optimum stock levels
and place orders at any time of the day.
Laboratory Services
Our laboratory businesses, NWL and CSLS, have produced strong results with sales
and operating profit significantly ahead of 2004.
Organic growth has been achieved from gaining new accounts, by maximising the
return from existing customers and by providing new services.
Our allergy testing brand, 'Allervet' launched last year, continues to exceed
our sales expectations.
Product Development
As outlined in the introduction, Vetoryl capsules, which are used for the
treatment of Cushing's disease in dogs, have received approval for marketing in
all 19 European territories which were applied for. This is a major achievement
for our Regulatory team and is now the second product we have successfully
licensed throughout the key territories of Europe.
Guidance has been received on Vetoryl capsules from the US regulators, the FDA,
providing clear requirements on the further clinical trial work necessary to
satisfy US regulations. Protocols for these trials have been submitted and are
awaiting approval. Trial sites have been identified on the East coast of America
and implementation will commence shortly. These trials are expected to be
completed by the end of 2007. A 10mg strength Vetoryl capsule, which will
improve maintenance dosage options, is also under development for introduction
to all markets.
Felimazole, our own developed tablet for feline hyperthyroidism, is also
currently undergoing clinical trials within the USA. The protocol for the
efficacy study has been approved by the FDA and the trials have commenced.
Felimazole tablets and Vetoryl capsules also represent a sizeable opportunity in
other territories. Dossiers have already been submitted to the Australian and
Canadian authorities and negotiations are underway to identify partners in other
territories where there are significant companion animal markets.
Following the recent launch of Urilin, our first UK licensed branded generic
product, used for the treatment of canine urinary incontinence, we have been
granted a UK marketing authorisation for a further licensed branded generic
which will be launched in Q4 of this financial year.
People
Training and development remain key to the future of the business and we
continue to invest in our people.
During the period, we have welcomed a number of new staff, including senior
appointments: Martin Riley as Managing Director and Caitrina Harrison as Sales &
Marketing Director at NVS.
During the second half, we will be looking to add to our regulatory team,
through the recruitment of a US national to monitor our US based field trials.
continued...
-5-
Prospects and Current Trading
Our Group wholesaling business NVS, will continue to build on its solid market
share and take advantage of opportunities within a sector that has recently
witnessed a significant consolidation.
Market penetration of our veterinary pharmaceutical portfolio into new and
existing markets is increasing and we expect to deliver further growth and
report positively on the clinical trials in North America in the future.
Overall, trading continues to be in-line with management expectations and we
look forward to the future with confidence.
Michael Redmond Ian Page
Non-Executive Chairman Chief Executive
-6-
Consolidated Income Statement
for the six months ended 31 December 2005
Six months ended Year ended
Note 31.12.05 31.12.04 30.06.05
£'000 £'000 £'000
Revenue 3 116,088 104,263 210,267
Cost of sales (100,015) (90,023) (180,550)
---------------------------------
Gross profit 16,073 14,240 29,717
Operating expenses (10,264) (8,705) (18,462)
-------------------------------------------------------------------------------
Operating profit before product and
USA development cost 6,646 5,873 12,493
Product development costs (680) (310) (1,053)
USA development cost (157) (28) (185)
-------------------------------------------------------------------------------
Operating profit 3 5,809 5,535 11,255
Finance income 4 378 161 355
Finance expense 5 (1,012) (937) (1,909)
-------------------------------
Profit before taxation 5,175 4,759 9,701
Income tax expense 6 (1,595) (1,451) (2,674)
-------------------------------
Profit for the period attributable to
equity holders of the parent 3,580 3,308 7,027
===============================
Earnings per share (pence)
Basic 8 6.99p 6.49p 13.77p
===============================
Diluted 8 6.86p 6.38p 13.54p
===============================
Dividend per share (declared/proposed) 7 1.91p 1.70p 5.20p
===============================
-7-
Consolidated Balance Sheet
At 31 December 2005
As at As at As at
31.12.05 31.12.04 30.06.05
£'000 £'000 £'000
ASSETS
Non-Current Assets
Intangible assets
- goodwill 4,385 4,385 4,385
- software 226 203 255
- development costs 536 360 510
- other intangibles 1,880 789 1,889
Property, plant & equipment 5,431 5,073 4,946
Deferred taxes 540 155 406
------------------------------
Total non-current assets 12,998 10,965 12,391
==============================
Current Assets
Inventories 27,616 24,394 20,390
Trade and other receivables 32,656 31,466 33,708
Cash and cash equivalents 7,893 6,224 13,924
------------------------------
Total current assets 68,165 62,084 68,022
==============================
Total assets 81,163 73,049 80,413
==============================
LIABILITIES
Current Liabilities
Borrowings (2,315) (1,506) (1,502)
Trade and other payables (40,367) (37,869) (41,971)
Current tax liabilities (2,535) (1,793) (2,057)
------------------------------
Total current liabilities (45,217) (41,168) (45,530)
==============================
Non-Current Liabilities
Borrowings (15,819) (17,903) (17,281)
------------------------------
Total non-current liabilities (15,819) (17,903) (17,281)
==============================
Total liabilities (61,036) (59,071) (62,811)
==============================
Net assets 20,127 13,978 17,602
==============================
EQUITY
Issued share capital 515 510 511
Share premium account 27,417 26,828 26,953
Hedging reserve (71) - -
Merger reserve 1,720 1,720 1,720
Retained earnings (9,454) (15,080) (11,582)
------------------------------
Total equity attributable to equity holders of
the parent 20,127 13,978 17,602
==============================
-8-
Consolidated Statement of Changes in Shareholders' Equity
for the six months ended 31 December 2005
Issued Share Hedging Merger Retained Total
Share Premium Reserve Reserve Earnings
Capital Account
£'000 £'000 £'000 £'000 £'000 £'000
Six months ended 31
December 2004
At 1 July 2004 510 26,784 - 1,720 (17,012) 12,002
Profit for the
period
being total - - - - 3,308 3,308
recognised income
and
expense for the
period
Dividends paid - - - - (1,606) (1,606)
Share-based payments
including deferred
tax taken directly - - - - 230 230
to equity
Shares issued - 44 - - - 44
--------------------------------------------------------
At 31 December 2004 510 26,828 - 1,720 (15,080) 13,978
========================================================
Year ended 30 June 2005
At 1 July 2004 510 26,784 - 1,720 (17,012) 12,002
Profit for the
period
being total - - - - 7,027 7,027
recognised income
and
expense for the
period
Dividends paid - - - - (2,473) (2,473)
Share-based payments
including deferred
tax taken directly - - - - 876 876
to equity
Shares issued 1 169 - - - 170
--------------------------------------------------------
At 30 June 2005 511 26,953 - 1,720 (11,582) 17,602
========================================================
Six months ended 31
December 2005
At 1 July 2005 as
previously stated 511 26,953 - 1,720 (11,582) 17,602
Impact of adoption
of
IAS32 and IAS39 on 1 - - (71) - - (71)
July 2005 --------------------------------------------------------
At 1 July 2005 -
re-stated 511 26,953 (71) 1,720 (11,582) 17,531
Profit for the
period
being total - - - - 3,580 3,580
recognised income
and
expense for the
period
Dividends paid - - - - (1,794) (1,794)
Share-based payments
including deferred
tax taken - - - - 342 342
directly to equity
Shares issued 4 464 - - - 468
--------------------------------------------------------
At 31 December 2005 515 27,417 (71) 1,720 (9,454) 20,127
========================================================
-9-
Consolidated Statement of Cash Flows
for the six months ended 31 December 2005
Six months ended Year ended
Note 31.12.05 31.12.04 30.06.05
£'000 £'000 £'000
Cash flows from operating activities
------------------------------------
Profit for the period 3,580 3,308 7,027
Adjustments for:
Depreciation 431 489 935
Amortisation 68 18 41
Gain on sale of property, plant and
equipment (10) (32) (42)
Finance income (378) (161) (355)
Finance expense 1,012 937 1,909
Equity-settled share-based payment
expenses 199 (34) 488
Income tax expense 1,595 1,451 2,674
------------------------------
Operating profit before changes in
working capital 6,497 5,976 12,677
Increase in inventories (7,226) (7,415) (3,411)
Decrease/(increase) in trade and other
receivables 970 1,427 (787)
(Decrease)/increase in trade and other
payables (1,711) 884 5,070
------------------------------
Cash generated from operations (1,470) 872 13,549
Interest paid (967) (1,101) (2,022)
Income taxes paid (1,078) (909) (1,996)
------------------------------
Net cash from operating activities (3,515) (1,138) 9,531
Cash flows from investing activities
------------------------------------
Proceeds from sale of property, plant and
equipment 10 130 140
Interest received 334 161 355
Purchase of property, plant and equipment (821) (283) (644)
Capitalised development expenditure (56) (148) (321)
Purchase of other intangible fixed assets - - (1,100)
------------------------------
Net cash from investing activities (533) (140) (1,570)
Cash flows from financing activities
------------------------------------
Proceeds from the issue of share capital 500 40 138
New borrowings 66 13,160 13,160
Repayment of borrowings (755) (768) (1,538)
Dividends paid (1,794) (1,606) (2,473)
-------------------------------
Net cash from financing activities (1,983) 10,826 9,287
Net (decrease)/increase in cash and cash
equivalents (6,031) 9,548 17,248
Cash and cash equivalents at start of period 13,924 (3,324) (3,324)
-------------------------------
Cash and cash equivalents at end of period 7,893 6,224 13,924
===============================
Reconciliation of net cash to movement in net borrowings
--------------------------------------------------------
Net (decrease)/increase in cash and cash
equivalents (6,031) 9,548 17,248
Repayment of borrowings 755 768 1,538
New borrowings (66) (13,160) (13,160)
New finance leases - (346) (438)
Other non-cash changes (40) 115 63
------------------------------
Movement in net borrowings in the period (5,382) (3,075) 5,251
Net borrowings at start of period (4,859) (10,110) (10,110)
------------------------------
Net borrowings at end of period 9 (10,241) (13,185) (4,859)
==============================
-10-
Notes to the Financial Statements
For the six months ended 31 December 2005
1. Transition to International Financial Reporting Standards
The attached interim financial statements are the first Group interim financial
statements following the adoption of International Financial Reporting Standards
as adopted by the European Union 'adopted IFRS'. These interim financial
statements have been prepared in accordance with the accounting policies set out
below and are consistent with the policies the Group expects to follow at the
year-end, taking into account the requirements and options in IFRS 1 'First-time
adoption of International Financial Reporting Standards'.
The transition date for the Group's application of adopted IFRS is 1 July 2004
and the comparative figures for 31 December 2004 and 30 June 2005 have been
restated accordingly. Reconciliations of the income statement, balance sheet and
net equity from previously reported UK GAAP to IFRS are shown in note 10. The
consolidated interim statements are prepared on the basis of adopted IFRS
published by the International Accounting Standards Board ('IASB') that are
currently in issue. The adopted IFRS that will be effective (or available for
early adoption) in the annual financial statements to 30 June 2006 are still
subject to change and additional interpretations. Therefore, the accounting
policies set out below may be updated by the time the Group prepares its first
full set of financial statements under IFRS for the year ending 30 June 2006.
The information relating to the six months ended 31 December 2005 and 31
December 2004 is unaudited and does not constitute statutory accounts. The
comparative figures for the year ended 30 June 2005 are not the Company's
statutory accounts for that financial year. The statutory accounts for the year
ended 30 June 2005, prepared under UK GAAP, have been reported on by the
Company's auditors and delivered to the Registrar of Companies. The report of
the auditors was unqualified and did not contain statements under section 237(2)
or (3) of the Companies Act 1985.
The interim financial statements are unaudited but have been reviewed by the
auditors and their report to Dechra Pharmaceuticals PLC is set out at the end of
this document.
2. Accounting Policies
The Group's significant accounting policies are listed below:
(a) First Time Adoption
The Group has applied IFRS1 'First time adoption of International Financial
Reporting Standards' in its initial application of IFRS. The Group is required
to select appropriate accounting policies under IFRS and, subject to a few
exemptions detailed below, apply them retrospectively to its financial
statements such that all comparative information is presented on the same basis.
Accordingly this necessitates the restatement of the balance sheet at 1 July
2004, the date of transition (this being the date of the beginning of the
earliest financial year for which full comparative information is required) as
well as at 30 June 2005.
IFRS1 permits certain exemptions to the full retrospective restatement. The
exemptions that have been adopted by the Group are as follows:
Business combinations - business combinations made prior to 1 July 2004 have not
been restated in accordance with IFRS3 'Business Combinations'.
Share based payments - IFRS2 'Share-based payments' has only been applied to
awards of share options granted after 7 November 2002 which had not vested by 1
January 2005.
continued...
-11-
Financial instruments - IAS32 'Financial Instruments : Disclosure and
Presentation' and IAS 39 'Financial Instruments : Recognition and Measurement'
have been adopted prospectively from 1 July 2005 with no restatement of
comparative information which continues to be presented in accordance with UK
GAAP.
(b) Basis of Preparation
The financial statements are presented in Sterling, rounded to the nearest
thousand. They are prepared on the historical cost basis except for derivative
financial instruments that are stated at fair value.
The restated financial information for the transition to IFRS at 1 July 2004,
the interim period ended 31 December 2004, the year ended 30 June 2005 and the
adoption of IAS 32 and IAS 39 at 1 July 2005 has been prepared in accordance
with adopted IFRS and in accordance with the accounting policies as set out
below.
The preparation of financial statements in conformity with adopted IFRSs
requires management to make judgements, estimates and assumptions that affect
the application of policies and reported amounts of assets and liabilities,
income and expenses. The estimates and associated assumptions are based on
historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis of
making the judgements about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
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.
(c) Basis of Consolidation
(i) Subsidiaries
Subsidiaries are entities controlled by the Company. Control exists when the
Company has the power, directly or indirectly, to govern the financial and
operating policies of an entity so as to obtain benefits from its activities.
The financial statements of subsidiaries are included in the consolidated
financial statements from the date that control commences until the date that
control ceases.
(ii) Transactions Eliminated on Consolidation
Intragroup balances and any unrealised gains and losses or income and expenses
arising from intragroup transactions, are eliminated in preparing the
consolidated financial statements.
(d) Foreign Currency
Foreign Currency Transactions
Transactions in foreign currencies are translated at the foreign exchange rate
ruling at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies at the balance sheet date are translated to
Sterling at the foreign exchange rate ruling at that date. Foreign exchange
differences arising on translation are recognised in the income statement.
Non-monetary assets and liabilities that are measured in terms of historical
cost in a foreign currency are translated using the exchange rate at the date of
the transaction. Non-monetary assets and liabilities denominated in foreign
currencies that are stated at fair value are translated to Sterling at the
foreign exchange rates ruling at the dates the fair value was determined.
continued...
-12-
(e) Derivative Financial Instruments (applicable from 1 July 2005)
The Group uses derivative financial instruments to manage its exposure to
foreign exchange and interest rate risks. In accordance with its treasury
policy, the Group does not hold or issue derivative financial instruments for
speculative purposes. However, derivatives that do not qualify for hedge
accounting are accounted for as trading instruments.
On adoption of IAS32 and IAS39, the comparative financial statements have not
been restated. As permitted under IFRS1 'First time adoption of International
Financial Reporting Standards' the comparative statements continue to hedge
account under UK GAAP. On 1 July 2005, the fair values of derivatives used for
hedging were included in a hedging reserve. The corresponding adjustments were
to increase trade and other payables by £102,000 and the deferred tax asset by
£31,000. As the Group has not adopted hedge accounting under IAS39 from 1 July
2005 the hedging reserve is frozen and will only be released to the income
statement when the related forecast transactions occur.
Derivative financial instruments are recognised initially at fair value.
Subsequent to initial recognition, derivative financial instruments are stated
at fair value. The gain or loss on remeasurement to fair value is recognised
immediately in the income statement.
The fair value of interest rate swaps, floors and ceilings, is the estimated
amount that the Group would receive or pay to terminate the instrument at the
balance sheet date. The fair value of forward exchange contracts and options is
their quoted market price at the balance sheet date, being the present value of
the quoted forward price.
(f) Property, Plant and Equipment
(i) Owned Assets
Items of property, plant and equipment are stated at cost less accumulated
depreciation (see below) and impairment losses (see accounting policy k).
(ii) Leased Assets
Leases under the terms of which the Group assumes substantially all the risks
and rewards of ownership are classified as finance leases. Assets acquired by
finance leases are stated at an amount equal to the lower of their fair value
and the present value of the minimum lease payments at inception of the lease,
less accumulated depreciation and impairment losses.
(iii)Subsequent Costs
The Group recognises in the carrying amount of an item of property, plant and
equipment the cost of replacing part of such an item when that cost is incurred
if it is probable that the future economic benefits embodied with the item will
flow to the Group and the cost of the item can be measured reliably. All other
costs are recognised in the income statement as an expense as incurred.
(iv) Depreciation
Depreciation is charged to the income statement on a straight-line basis over
the estimated useful lives of each part of an item of property, plant and
equipment. Land is not depreciated. The estimated useful lives are as follows:
leasehold improvements period of lease
fixtures, fittings and equipment 10% - 33%
motor vehicles 25%
The residual value, if not insignificant, is reassessed annually.
continued...
-13-
(g) Intangible Assets
(i) Goodwill
All business combinations are accounted for by applying the purchase method.
Goodwill represents amounts arising on acquisition of subsidiaries, associates
and joint ventures. In respect of business acquisitions that have occurred since
1 July 2004, goodwill represents the difference between the cost of the
acquisition and the fair value of the net identifiable assets acquired.
In respect of acquisitions prior to this date, goodwill is included on the basis
of its deemed cost, which represents the amount recorded under previous GAAP.
The classification and accounting treatment of business combinations that
occurred prior to 1 July 2004 has not been reconsidered in preparing the Group's
opening IFRS balance sheet at 1 July 2004.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is
not amortised but is allocated to cash generating units and is tested annually
for impairment.
(ii) Research and Development Costs
Expenditure on research activities, undertaken with the prospect of gaining new
scientific or technical knowledge and understanding, is recognised in the income
statement as an expense is incurred.
The Group is also engaged in development activity with a view to bringing new
pharmaceutical products to market. Costs of development are capitalised in the
balance sheet unless those costs cannot be measured reliably or it is not
probable that future economic benefits will flow to the Group, in which case the
relevant costs are expensed to the income statement as incurred. Due to the
strict regulatory process involved, there is inherent uncertainty as to the
technical feasibility of development projects often until regulatory approval is
achieved, with the possibility of failure even at a late stage. The Group
considers that this uncertainty means that the criteria for capitalisation are
not met unless it is probable that regulatory approval will be achieved and the
project is commercially viable.
Where development costs are capitalised, the expenditure includes the cost of
materials, direct labour and an appropriate proportion of overheads.
Capitalised development expenditure is stated at cost less accumulated
amortisation and impairment losses.
(iii) Other Intangible Assets
Other intangible assets that are acquired by the Group are stated at cost less
accumulated amortisation and impairment losses. Expenditure on internally
generated goodwill and other intangibles is recognised in the income statement
as an expense as incurred.
(iv) Subsequent Expenditure
Subsequent expenditure on capitalised intangible assets is capitalised only when
it increases the future economic benefits embodied in the specific asset to
which it relates. All other expenditure is expensed as incurred.
continued...
-14-
(v) Amortisation
Amortisation is charged to the income statement on a straight-line basis over
the estimated useful lives of intangible assets unless such lives are
indefinite. Goodwill and intangible assets with an indefinite useful life are
systematically tested for impairment at each balance sheet date. Other
intangible assets are amortised from the date that they are available for use.
The estimated useful lives are as follows:
software 5 years
capitalised development costs 5 - 10 years
patent rights Period of patent
marketing authorisations Indefinite life
product rights Period of product rights
(h) Trade and Other Receivables
Trade and other receivables are stated at their amortised cost.
(i) Inventories
Inventories are stated at the lower of cost and net realisable value. Net
realisable value is the estimated selling price in the ordinary course of
business, less the estimated costs of completion and selling expenses.
The cost of inventories is based on the first-in first-out principle and
includes expenditure incurred in acquiring the inventories and bringing them to
their existing location and condition. In the case of manufactured inventories
and work in progress, cost includes an appropriate share of overheads based on
normal operating capacity.
(j) Cash and Cash Equivalents
Cash and cash equivalents comprises cash balances and call deposits. Bank
overdrafts that are repayable on demand and form an integral part of the Group's
cash management are included as a component of cash and cash equivalents for the
purpose of the statement of cash flows.
(k) Impairment
The carrying amounts of the Group's assets, other than inventories and deferred
tax assets, are reviewed at each balance sheet date to determine whether there
is any indication of impairment. If any such indication exists, the asset's
recoverable amount is estimated.
The recoverable amount of assets is the greater of their net selling price and
value in use. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to
the asset. For an asset that does not generate largely independent cash inflows,
the recoverable amount is determined for the cash-generating unit to which the
asset belongs.
For goodwill, assets that have an indefinite useful life and intangible assets
that are not yet available for use, the recoverable amount is estimated at each
balance sheet date and, in the case of goodwill, at the date of transition to
IFRS.
An impairment loss is recognised whenever the carrying amount of an asset or its
cash-generating unit exceeds its recoverable amount. Impairment losses are
recognised in the income statement.
Impairment losses recognised in respect of cash-generating units are allocated
first to reduce the carrying amount of any goodwill allocated to cash-generating
units (group of units) and then, to reduce the carrying amount of the other
assets in the unit (group of units) on a pro rata basis.
continued...
-15-
An impairment loss in respect of goodwill is not reversed.
In respect of other assets, an impairment loss is reversed if there has been a
change in the estimates used to determine the recoverable amount.
An impairment loss is reversed only to the extent that the asset's carrying
amount does not exceed the carrying amount that would have been determined, net
of depreciation or amortisation, if no impairment loss had been recognised.
(l) Dividends
Dividends are recognised in the period in which they are approved by the
Company's shareholders or, in the case of an interim dividend, when the dividend
is paid.
(m) Interest-Bearing Borrowings
Interest-bearing borrowings are recognised at fair value less attributable
transaction costs. Subsequent to initial recognition, interest-bearing
borrowings are stated at amortised cost with any difference between cost and
redemption value being recognised in the income statement over the period of
borrowings on an effective interest basis.
(n) Employee Benefits
(i) Pensions
The Group operates a defined contribution pension plan for certain employees.
Obligations for contributions are recognised as an expense in the income
statement as incurred.
(ii) Share Based Payment Transactions
The Group operates a number of equity-settled share based payment programmes
that allow employees to acquire shares of the Company. The Group also operates a
Long Term Incentive Plan for Directors and Senior Executives.
The fair value of shares or options granted is recognised as an employee expense
on a straight line basis in the income statement with a corresponding movement
in equity. The fair value is measured at grant date and spread over the period
during which the employees become unconditionally entitled to the shares or
options (the vesting period). The fair value of the shares or options granted is
measured using a valuation model, taking into account the terms and conditions
upon which the shares or options were granted. For schemes with no market
related performance conditions, the amount recognised as an expense in the
income statement is adjusted to take into account an estimate of the number of
shares or options that are expected to vest together with an adjustment to
reflect the number of shares or options that actually do vest. In the case of
schemes that already contain market related performance criteria no such
adjustments are necessary.
The fair value of grants under the Long Term Incentive Plan has been determined
using the Monte Carlo simulation model.
The fair values of options granted under all other share option schemes have
been determined using the Black-Scholes option pricing model.
(o) Trade and Other Payables
Trade and other payables are stated at their amortised cost.
continued...
-16-
(p) Revenue
(i) Goods Sold
Revenue from the sale of goods is recognised in the income statement when the
significant risks and rewards of ownership have been transferred to the buyer.
Appropriate provision is made, based on past experience, for the possible return
of goods and discounts given to customers.
(ii) Milestone Payments
Milestone payments received from the granting of distribution and marketing
rights for products are recognised in the income statement over the period in
which the Company fulfils all of its obligations relating to such payments.
(q) Expenses
(i) Operating Lease Payments
Payments made under operating leases are recognised in the income statement on a
straight-line basis over the term of the lease. Lease incentives received are
recognised in the income statement evenly over the period of the lease, as an
integral part of the total lease expense.
(ii) Finance Lease Payments
Minimum lease payments are apportioned between the finance charge and the
reduction of the outstanding liability.
(iii) Net Financing Costs
Net financing costs comprise interest payable on borrowings, interest receivable
on funds invested, foreign exchange gains and losses, and gains and losses on
hedging instruments that are recognised in the income statement (see accounting
policy e).
Interest income is recognised in the income statement as it accrues. The
interest expense component of finance lease payments is recognised in the income
statement using the effective interest rate method.
(r) Income Tax
Income tax on the profit or loss for the year comprises current and deferred
tax. Income tax is recognised in the income statement except to the extent that
it relates to items recognised directly in equity, in which case it is
recognised in equity.
Current tax is the expected tax payable on the taxable income for the year using
tax rates enacted or substantively enacted at the balance sheet date, and any
adjustment to tax payable in respect of previous years.
Deferred tax is provided using the balance sheet liability method and represents
the tax payable or recoverable on most temporary differences which arise between
the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for taxation purposes (the tax base). Temporary differences
are not provided on: goodwill that is not deductible for tax purposes, the
initial recognition of assets or liabilities that affect neither accounting nor
taxable profit and do not arise from a business combination; and differences
relating to investments in subsidiaries to the extent that they will probably
not reverse in the foreseeable future. The amount of deferred tax provided is
based on the expected manner of realisation or settlement of the carrying amount
of assets and liabilities, using tax rates expected to apply in the period in
which the liability is settled or the asset is realised and is based upon tax
rates enacted or substantively enacted at the balance sheet date.
continued...
-17-
A deferred tax asset is recognised only to the extent that it is probable that
future taxable profits will be available against which the asset can be
utilised. Deferred tax assets are reduced to the extent that it is not probable
that the related tax benefit will be realised against future taxable profits.
The carrying amounts of deferred tax assets are reviewed at each balance sheet
date.
(s) Segment Reporting
A segment is a distinguishable component of the Group that is engaged either in
providing products or services (business segment), or in providing products or
services within a particular economic environment (geographical segment), which
is subject to risks and rewards that are different from those of other segments.
(t) Operating Profit and Operating Cash Flow
Operating profit and operating cash flow is stated before investment income and
finance costs.
3. Segmental Analysis
The Group's primary reporting segment is business divisions which correspond
with the way the operating businesses are organised and managed within the Group
and its secondary segment is geographical origin.
The following table analyses revenue and operating profit accordingly:
Six months ended Year ended
31.12.05 31.12.04 30.06.05
£'000 £'000 £'000
Business Segment
----------------
Revenue
Pharmaceuticals 11,179 9,949 21,381
Services 108,101 97,230 194,611
Inter division (3,192) (2,916) (5,725)
----------------------------------------------
116,088 104,263 210,267
==============================================
Operating Profit
Pharmaceuticals 2,047 2,081 4,292
Services 4,275 3,910 7,973
Central costs (513) (456) (1,010)
-----------------------------------------------
5,809 5,535 11,255
===============================================
Geographical Origin
Revenue
United Kingdom 115,945 104,263 210,267
USA 143 - -
----------------------------------------------
116,088 104,263 210,267
==============================================
Operating Profit
United Kingdom 6,479 6,019 12,450
USA (157) (28) (185)
Central costs (513) (456) (1,010)
-----------------------------------------------
5,809 5,535 11,255
===============================================
continued...
-18-
4. Finance Income
Six months ended Year ended
31.12.05 31.12.04 30.06.05
£'000 £'000 £'000
Bank interest receivable 318 161 355
Other interest receivable 36 - -
Fair value gains on derivative financial
instruments 24 - -
------------------------------------
378 161 355
====================================
5. Finance Expense
Six months ended Year ended
31.12.05 31.12.04 30.06.05
£'000 £'000 £'000
Bank loans and overdrafts 928 873 1,774
Amortisation of arrangement fees 53 51 103
Finance charges payable on finance leases and 19 13 32
hire purchase contracts
Fair value losses on derivative financial
instruments 12 - -
---------------------------------
1,012 937 1,909
=================================
6. Taxation
The tax charge for the six months ended 31 December 2005 has been based on the
estimated effective rate for the year ending 30 June 2006 of 30.8% (six months
ended 31 December 2004: 30.5%). All taxation is in the United Kingdom.
7. Dividends
The Directors have declared an interim dividend of 1.91p per share (2004: 1.70p)
costing £983,000 (2004: £867,000). It is payable on 7 April 2006 to shareholders
whose names are on the Registrar of Members at close of business on 10 March
2006. The ordinary shares will become ex-dividend on 8 March 2006.
As the dividend was declared after the end of the period being reported and in
accordance with IAS10 'Events After the Balance Sheet Date', the interim
dividend has not been accrued for in these financial statements. It will be
shown as a deduction from equity in the financial statements for the year ending
30 June 2006.
continued...
-19-
8. Earnings per Share
Earnings per ordinary share have been calculated by dividing the profit
attributable to equity holders of the parent on ordinary activities after
taxation for each financial period by the weighted average number of ordinary
shares in issue during the period.
Six months ended Year ended
31.12.05 31.12.04 30.06.05
Pence Pence Pence
Basic earnings per share 6.99 6.49 13.77
=================================
Diluted earnings per share 6.86 6.38 13.54
=================================
The calculation of basic and diluted
earnings per share is based
upon:
£'000 £'000 £'000
Earnings for basic and diluted earnings
per share calculations 3,580 3,308 7,027
=================================
No. No. No.
Weighted average number of ordinary
shares for basic earnings per share 51,229,294 50,997,064 51,022,645
Impact of share options 938,907 832,674 879,018
----------------------------------
Weighted average number of ordinary
shares for diluted earnings 52,168,201 51,829,738 51,901,663
per share
==================================
9. Analysis of Net Borrowings
As at As at As at
31.12.05 31.12.04 30.06.05
£'000 £'000 £'000
Bank loans and overdraft (17,750) (19,058) (18,410)
Finance leases and hire purchase contracts (384) (351) (373)
Cash and cash equivalents 7,893 6,224 13,924
---------------------------------
(10,241) (13,185) (4,859)
=================================
10. Explanation of Transition to IFRS
The accounting policies set out in note 2 have been applied in preparing the
consolidated interim financial statements for the six months ended 31 December
2005, the comparative information for the six months ended 31 December 2004 and
the year ended 30 June 2005 and the preparation of the opening IFRS balance
sheet at 1 July 2004 (the Group's date of transition).
In preparing its opening balance sheet, comparative information for the six
months ended 31 December 2004 and the year ended 30 June 2005 the Group has
adjusted amounts reported previously in financial statements prepared in
accordance with UK GAAP.
A full explanation of the principal changes in accounting policies and how the
transition from UK GAAP to IFRS has affected the Group's income statement,
balance sheet and net equity was published on 19 October 2005 and is summarised
below. A copy of the full document can be obtained from the Company's Corporate
web-site www.dechra.com by clicking on the press releases section.
continued...
-20-
(a) IFRS Reconciliation of Income Statement Comparatives
Six months ended Year ended
31 December 2004 30 June 2005
Restated Restated
Notes Published IFRS under Published IFRS under
UK GAAP adjustments IFRS UK GAAP adjustments IFRS
£'000 £'000 £'000 £'000 £'000 £'000
Revenue a 103,263 1,000 104,263 208,197 2,070 210,267
Cost of a (89,023) (1,000) (90,023) (178,480) (2,070) (180,550)
sales
-------------------------------------------------------------------------------
Gross 14,240 - 14,240 29,717 - 29,717
profit
Operating
expenses b, c, (9,097) 392 (8,705) (19,305) 843 (18,462)
d, e -------------------------------------------------------------------------------
Operating
profit 5,143 392 5,535 10,412 843 11,255
Finance 161 - 161 355 - 355
income
Finance
expense (937) - (937) (1,909) - (1,909)
------------------------------------------------------------------------------
Profit
before 4,367 392 4,759 8,858 843 9,701
taxation
Income tax
expense (1,418) (33) (1,451) (2,590) (84) (2,674)
==============================================================================
Profit
attributable
to 2,949 359 3,308 6,268 759 7,027
equity
holders of
the
parent
==============================================================================
Earnings per
share
(pence)
Basic 5.78p 0.71p 6.49p 12.28p 1.49p 13.77p
==============================================================================
Diluted 5.69p 0.69p 6.38p 12.08p 1.46p 13.54p
==============================================================================
continued...
-21-
(b) IFRS Reconciliation of Balance Sheet Comparatives
31 December 2004 30 June 2005
Notes Published IFRS Restated Published IFRS Restated
UK GAAP adjustments under UK GAAP adjustments under
IFRS IFRS
£'000 £'000 £'000 £'000 £'000 £'000
Non-current assets
------------------
Intangible assets
- goodwill a 4,103 282 4,385 3,821 564 4,385
- software b - 203 203 - 255 255
- other
intangibles c 789 360 1,149 1,889 510 2,399
Property
plant b 5,276 (203) 5,073 5,201 (255) 4,946
and equipment
Deferred d - 155 155 - 406 406
taxes -------------------------------------------------------------------------
Total
non-current
assets 10,168 797 10,965 10,911 1,480 12,391
Current assets
--------------
Inventories 24,394 - 24,394 20,390 - 20,390
Trade and
other
receivables 31,466 - 31,466 33,708 - 33,708
Deferred d - - - 4 (4) -
taxes
Cash and cash
equivalents 6,224 - 6,224 13,924 - 13,924
-------------------------------------------------------------------------
Total current
assets 62,084 - 62,084 68,026 (4) 68,022
-------------------------------------------------------------------------
Total 72,252 797 73,049 78,937 1,476 80,413
assets -------------------------------------------------------------------------
Current liabilities
-------------------
Borrowings (1,506) - (1,506) (1,502) - (1,502)
Trade and
other e (37,726) (143) (37,869) (41,826) (145) (41,971)
payables
Current tax
liabilities (1,793) - (1,793) (2,057) - (2,057)
Proposed
dividend f (867) 867 - (1,789) 1,789 -
--------------------------------------------------------------------------
Total current
liabilities (41,892) 724 (41,168) (47,174) 1,644 (45,530)
Non-current liabilities
-----------------------
Borrowings (17,903) - (17,903) (17,281) - (17,281)
Provisions - - - - - -
Deferred d (174) 174 - - - -
taxes --------------------------------------------------------------------------
Total
non-current
liabilities (18,077) 174 (17,903) (17,281) - (17,281)
--------------------------------------------------------------------------
Total
liabilities (59,969) 898 (59,071) (64,455) 1,644 (62,811)
--------------------------------------------------------------------------
Net assets 12,283 1,695 13,978 14,482 3,120 17,602
==========================================================================
Equity
------
Called up
share capital 510 - 510 511 - 511
Share premium
account 26,828 - 26,828 26,953 - 26,953
Merger 1,720 - 1,720 1,720 - 1,720
reserve
Retained
earnings g (16,775) 1,695 (15,080) (14,702) 3,120 (11,582)
---------------------------------------------------------------------------
Equity
holders 12,283 1,695 13,978 14,482 3,120 17,602
funds
attributable
to the ===========================================================================
parent
continued...
-22-
c) Reconciliation of Equity
1 July 2004 31 December 2004 30 June 2005
£'000 £'000 £'000
Equity under UK GAAP 10,157 12,283 14,482
Write-back of proposed
dividend 1,606 867 1,789
Deferred tax 98 329 402
Lease incentive (89) (143) (145)
Capitalisation of development
costs 230 360 510
Write-back of goodwill
amortisation - 282 564
----------------------------------------------
Equity under IFRS 12,002 13,978 17,602
==============================================
Explanatory notes to the UK GAAP to IFRS Reconciliations
Income Statement
a. Under IAS18 'Revenue' certain items, such as the sale of trading data to
suppliers, have been reclassified to revenue from cost of sales. There is no
impact on profit, earnings per share or net assets.
b. Under UK GAAP, goodwill was amortised over its estimated useful life. Under
IFRS3 'Business Combinations', goodwill is not amortised but is subject to
annual impairment review. This has resulted in a credit to the income statement
of £282,000 for the six months ended 31 December 2004 and £564,000 for the year
ended 30 June 2005.
c. Under UK GAAP the accounting policy of the Group was, in general, to write
off all development expenditure to the income statement as incurred. Under IAS38
'Intangible Assets' development expenditure meeting the required criteria must
be capitalised. This has resulted in a credit to the income statement of
£130,000 for the six months ended 31 December 2004 and £280,000 for the year
ended 30 June 2005.
d. Under IFRS2 'Share-based Payments', the cost of employee share options
recognised in the income statement is based upon the excess of the fair value of
the option over the exercise price at the date of grant. Under UK GAAP, the cost
recognised was generally the intrinsic value being the difference in exercise
price and market price at the date of grant of the option.
The change in method of calculation has resulted in a net credit to the income
statement of £34,000 in respect of the six months ended 31 December 2004 and
£55,000 in respect of the year ended 30 June 2005.
e. Under UK GAAP, the benefit of lease incentives received (in the form of rent
free periods) was spread over the period until the rent reverts to market rates.
Under IAS17 'Leases', the benefit must be spread over the entire lease period.
This change has resulted in an additional charge to the income statement of
£54,000 for the six months ended 31 December 2004 and £56,000 for the year ended
30 June 2005.
f. The income tax expense has been adjusted to reflect the tax effect of the
above adjustments.
Balance Sheet
a. The increase in goodwill reflects the write-back of amortisation previously
charged under UK GAAP.
b. Under IAS38 'Intangible Assets', software costs are classed as intangible
assets. They have therefore been reclassified from property, plant and
equipment. There is no impact on the income statement or net assets.
continued...
-23-
c. The increase in other intangible assets represents capitalised development
costs under IAS38 'Intangible Assets'.
d. The calculation of deferred tax under IAS12 'Income Taxes' can be different
from UK GAAP, under which deferred tax is calculated based upon income statement
timing differences. The principal reason for the increase in the deferred tax
asset is that deferred tax in respect of share-based payments is calculated by
reference to a figure which differs from the charge for such payments in the
income statement. Deferred tax in respect of share-based payments charged
directly to the income statement is also taken to the income statement but any
excess tax relief over this amount is taken directly to equity.
e. The increase in trade and other payables represents the balance of lease
incentives received that are being spread over the remaining lease periods.
f. Under IAS10 'Events After the Balance Sheet Date' dividends are recognised
when they are paid or approved by the shareholders. This generally results in a
later recognition in the financial statements than under UK GAAP.
g. The increase in retained earnings at 31 December 2004 is made up as follows:
- net adjustments to the income statement of £359,000
- reduction to credit to equity in respect of share-based payments of (£34,000)
- capitalised development costs at 1 July 2004 of £230,000
- increase in lease incentives carried forward at 1 July 2004 of (£89,000)
- de-recognition of the interim dividend of £867,000
- credit to deferred tax recognised directly in equity of £362,000
The increase in retained earnings at 30 June 2005 is made up as follows:
- net adjustments to the income statement of £759,000
- reduction to credit to equity in respect of share based payments of (£55,000)
- capitalised development costs at 1 July 2004 of £230,000
- increase in lease incentives carried forward at 1 July 2004 of (£89,000)
- de-recognition of the final dividend of £1,789,000
- credit to deferred tax recognised directly in equity of £486,000
-24-
Independent review report to Dechra Pharmaceuticals PLC
Introduction
We have been engaged by the Company to review the financial information set out
on pages 6 to 23 and we have read the other information contained in the interim
report and considered whether it contains any apparent misstatements or material
inconsistencies with the financial information.
This report is made solely to the Company in accordance with the terms of our
engagement to assist the Company in meeting the requirements of the Listing
Rules of the Financial Services Authority. Our review has been undertaken so
that we might state to the Company those matters we are required to state to it
in this report and for no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other that the Company for
our review work, for this report, or for the conclusions we have reached.
Directors' responsibilities
The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by, the Directors. The Directors
are responsible for preparing the interim report in accordance with the Listing
Rules which require that the accounting policies and presentation applied to the
interim figures should be consistent with those applied in preparing the
preceding annual financial statements except where any changes and the reason
for them are disclosed.
As disclosed in note 1 to the financial information, the next annual financial
statements of the Group will be prepared in accordance with IFRSs as adopted by
the European Union. The accounting policies that have been adopted in preparing
the financial information are consistent with those that the Directors currently
intend to use in the next annual financial statements. There is, however, a
possibility that the Directors may determine some changes to these policies are
necessary, when preparing the full annual financial statements for the first
time in accordance with those IFRSs adopted by the European Union.
Review work performed
We conducted our review in accordance with guidance contained in Bulletin 1999/
4: Review of Interim Financial Information issued by the Auditing Practices
Board for use in the United Kingdom. A review consists principally of making
enquiries of Group management and applying analytical procedures to the
financial information and underlying financial data and, based thereon,
assessing whether the accounting policies and presentation have been
consistently applied unless otherwise disclosed. A review is substantially less
in scope than an audit performed in accordance with Auditing Standards and
therefore provides a lower level of assurance than an audit. Accordingly we do
not express an audit opinion on the financial information.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 31 December 2005.
KPMG Audit Plc
Chartered Accountants
Birmingham
28 February 2006
This information is provided by RNS
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