ECO Animal Health Group plc
(formerly Lawrence plc)
Preliminary Results for the year ended 31 March 2008
HIGHLIGHTS
Turnover excluding discontinued operations up over 12 per cent at £16.5 million (2007: £14.7 million)
Profit before interest, tax, depreciation and share based payments and other exceptional items was £2.24 million
Total dividend of 7.15 pence (net) per share (2007: 7.15 pence (net) per share)
Closing cash at 31 March 2008 was £5.5m
Successful fundraisings totalling £15.7 million (after expenses) from two share placings, principally with financial institutions, which has been used to further ECO's drug registration programme
Aivlosin®, ECO's patented macrolide antibiotic, increased its global revenues by almost 30 per cent compared with the previous year
Further important drug registrations granted for Aivlosin® and Ecomectin®
Company's shares now traded on PLUS Markets in addition to AIM
Peter Lawrence, Executive Chairman of ECO Animal Health Group plc, commented:
'Trading in the current year has started well and is in line with our expectations. I remain confident that ECO is increasingly well placed to establish itself as a major force in the animal health industry.'
Contacts:
ECO Animal Health Group plc
Peter Lawrence 020 8336 6190
Spiro Financial
Anthony Spiro 020 8336 6196
Cenkos Securities plc (Nominated Adviser)
Stephen Keys 020 7397 8926
Elizabeth Bowman 020 7397 8928
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.
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 31 MARCH 2008
It is pleasing to report that we have made further good progress in the year to 31 March 2008 as we move towards our goal of becoming a major force in the global animal health industry.
Group turnover excluding discontinued operations was £16.5 million, over twelve per cent ahead of last year's result of £14.7 million. This was a particularly encouraging performance as the majority of sales are invoiced in US dollars, a currency which weakened by approximately five per cent against sterling during the year. The fall in the dollar masks the strength of our underlying performance. Profit before interest, tax, depreciation, share based payments and other exceptional items was £2.1 million.
In order to achieve marketing authorisations within a competitive time frame, considerable expense is involved and during the year we raised £15.7 million (after expenses) from two share placings, principally with financial institutions. The first placing was in July 2007 and resulted in the issue of 2,718,500 new ordinary shares at 200 pence and the second placing in March 2008 resulted in the issue of a further 10,526,316 new ordinary shares at 100 pence. The placings, together with the scrip dividend alternative scheme, have greatly strengthened our cash position, which will be invested in the drug development programme to reduce times to approval. We are confident that we now have the cash resources to complete the development programme.
As expected, a number of new and important marketing authorisations were granted towards the end of the year and more should follow in the coming months. Achieving these marketing authorisations is the key to the future of the company and reflects many years of planning, product development and field trials. Marketing authorisations bring real value to the company, which is now entirely focussed on farm animal and pet health.
The Board recommends a final dividend of 5.45 pence (net) per share, making a total for the year of 7.15 pence (net) per share (2007: total dividend 7.15 pence). Shareholder approval will be sought at the annual general meeting on 17 September 2008 to pay the final dividend on 7 November 2008 to shareholders on the register on 26 September 2008. At an extraordinary general meeting held on 14 August 2007 shareholders approved a resolution allowing the company to offer shareholders the choice of receiving shares as an alternative to the cash dividend. Holders of over 65 per cent of the Company's shares signed mandates opting for the share alternative for the interim dividend. The Board is most grateful to these shareholders for agreeing to reinvest their cash dividend in the Company and requests that they maintain their mandates as this will have a significant and long term beneficial effect on the Company and its drug development programme.
Erratic and disproportionate movements in the Company's share price, often on small trading volumes, have caused concern, particularly among private shareholders. The Company's shares are traded on AIM using the London Stock Exchange's Electronic Trading Service (SETS). This system was introduced originally in the main market to handle trades in very active and highly liquid stocks. We do not feel it is suited to small companies like ECO and we are pleased to report that on 17 June 2008 we left SETS and reverted to the previous market maker led system. Arrangements have been made for the Company's shares to be traded on PLUS markets in addition to AIM. We hope that these changes will reduce volatility in the Company's share price.
ECO Group
Our core animal health business continued to make good progress, with sales in US dollars some eleven per cent ahead of the previous year. Aivlosin®, our patented macrolide antibiotic, increased its global revenues by almost thirty per cent compared with the previous year and now comprises close to half of total ECO sales. This significant advance demonstrates the market's growing appreciation and understanding of the benefits of using Aivlosin® as a premium positioned drug. Aivlosin® sales outside of Europe and the USA increased by thirty eight per cent over the previous year. Sales in China, which has half the global pig population, were particularly strong.
Sales of Aivlosin® in Europe advanced five per cent over the level of last year, which was well below our expectations. We have carried out a detailed review of our distribution arrangements in Europe and made significant changes. ECO itself will now be responsible for selling Aivlosin® for pigs and poultry in the UK and Aivlosin® for poultry in France. The UK and France are the two largest poultry markets in Europe. Several new national distributors, selected for their local market knowledge of the pig or poultry industry have been appointed in other EU countries. We anticipate that sales of Aivlosin® will improve as a result of these changes.
Considerable progress has been made during the last twelve months with the clinical programme in Europe to support a lower and even more cost effective dose rate for the treatment of ileitis, an enteric disease of pigs. Under the very strict EU rules, a higher than anticipated dose rate was approved for the treatment of this disease, which has had treatment cost implications in a cost sensitive market segment. It is anticipated that the reduction in the label dose rate will result in improved market penetration.
An application for the use of Aivlosin® for treating mycoplasmosis in poultry was approved by the European Commission after the year end. Sales should commence in EU member countries by September 2008, after the approval of labelling requirements in individual member states. Further important Aivlosin® poultry approvals were obtained in India, Turkey and a number of Middle Eastern countries during the financial year. A positive effect on sales is expected in those countries, which export poultry products to Europe. ECO is confident that it will shortly be granted a marketing authorisation in Japan for a new claim for pigs.
.
In the USA the Aivlosin® development programme has advanced well on all fronts and is progressing in accordance with our expectations; discussions with potential distributors are taking place. We remain confident that the granting of US approvals for Aivlosin® will start in two years time.
In order to further expand distribution of Aivlosin® in Brazil, which is a key market for pigs and poultry, ECO has established a locally registered company and as a result, has been able to appoint another Aivlosin® distributor to complement the existing sales effort. These actions will have a positive effect on the quality of the business in this very large market.
Ecomectin®, our antiparasitic brand, achieved total sales slightly ahead of the previous year. New Ecomectin® marketing authorisations in Europe include a pig premix which addresses a market worth about £8 million at manufacturer level and provides a simple solution to the problem of accurately treating a large number of pigs simultaneously.
Sales of Ecomectin® Horse Paste have now commenced following its authorisation in a further sixteen countries of the European Union; the product is licensed for the treatment of adult and immature roundworms and bots in horses. The treatment of internal parasites in horses is the largest equine veterinary market segment in Europe with an estimated value in the region of £25 million. In Japan a marketing authorisation was obtained for Ecoheart, an Ecomectin® chewable tablet for dogs. Ecoheart prevents heartworm disease and is also effective in the treatment and control of roundworms and hookworms in dogs. Canine heartworm is potentially fatal and requires a monthly preventative treatment; it is one of the three key sectors in the companion animal market in Japan and is estimated to be worth in the region of £10 million at manufacturer level.
These formulations for horses and dogs mark ECO's entry into the valuable companion animal sector. Whilst advance orders and initial sales have been encouraging, the full impact of these Ecomectin® marketing authorisations will only be felt in the current year. In addition to the launch of the chewable dog tablet and horse paste, work has started on the formulation and development of other pet medications of potential major importance.
We have started research into further potential uses of Aivlosin® in production animals other than pigs and poultry. We are optimistic that the results of this research will, over time, offer ECO the opportunity to access new global markets. This is an exciting prospect.
Eco has broadened the scope of its collaborative research agreement with the Department of Pathology at Cambridge University in order to allow further investigation of new indications for Aivlosin®. A number of papers reporting this research have already appeared in scientific publications including The Pig Journal and The Journal of Virology. Related studies at Iowa State University have yielded significant preliminary results and were presented at the International Pig Veterinary Society Congress in Durban in June 2008. A confirmatory trial programme has started and field work to support these findings is already underway.
In April 2007 Zhejiang ECO Biok Animal Health Products Limited (ECO Biok), in China, became a subsidiary as we obtained a controlling interest; this strengthens ECO's position in this large and fast growing market. Sales in China, in US dollars, were more than double the level of the previous year, and exceeded our expectations. Exports of other finished products manufactured at ECO Biok's factory in Zhejiang province continue to increase.
Aquarium Products
This small, non-core US based division, formerly part of our Interpet operation, has secured the rights to the popular 'For Dummies' brand for ornamental fish medication. Consumers have responded well to the basics of fish keeping and the helpful Fish Care for Dummies range, which includes books and feed, has boosted fresh interest in this popular hobby. Aquarium Products remains the subject of discussions, which may lead to its sale.
People
We currently employ close to a hundred people in our seventeen offices around the world; their hard work and dedication to growing our company is never underestimated. Our people underpin the development of the company and are committed to generating greater value for both our shareholders and themselves.
Outlook
Trading in the current year has started well and is in line with our expectations. The recent granting of further marketing authorisations around the world will impact positively on our performance in the coming months. I remain confident that ECO is increasingly well placed to establish itself as a major force in the animal health industry.
Peter Lawrence
Chairman
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2008
|
|
|
2008 |
|
2007 |
||||||
|
|
|
|
|
( as restated) |
||||||
|
Notes |
|
£ |
|
£ |
||||||
|
|
|
|
|
|
||||||
Revenue |
3 |
|
|
|
|
||||||
Continuing operations |
|
14,748,776 |
|
14,702,667 |
|
||||||
Acquisitions |
|
1,732,325 |
|
- |
|
||||||
Discontinued operations |
|
- |
|
3,593,165 |
|
||||||
|
|
─────── |
|
─────── |
|
||||||
|
|
|
16,481,101 |
|
18,295,832 |
||||||
Cost of sales |
4 |
|
(10,802,988) |
|
(12,367,047) |
||||||
|
|
|
─────── |
|
─────── |
||||||
Gross profit |
|
|
5,678,113 |
|
5,928,785 |
||||||
|
|
|
|
|
|
||||||
Administrative expenses |
4 |
|
(6,151,158) |
|
(5,438,472) |
||||||
Other operating income |
4 |
|
152,387 |
|
432,275 |
||||||
|
|
|
─────── |
|
─────── |
||||||
Operating (loss)/profit |
5 |
|
|
|
|
||||||
Continuing operations |
|
(777,657) |
|
427,438 |
|
||||||
Acquisitions |
|
456,999 |
|
- |
|
||||||
Discontinued operations |
|
- |
|
495,150 |
|
||||||
|
|
─────── |
|
─────── |
|
||||||
|
|
|
(320,658) |
|
922,588 |
||||||
|
|
|
|
|
|
||||||
(Adjustment to)/profit on sale of division |
6 |
|
(315,115) |
|
2,895,875 |
||||||
Amounts written off investments |
7 |
|
- |
|
(40,449) |
||||||
|
|
|
─────── |
|
─────── |
||||||
(Loss)/profit on ordinary activities before interest |
|
|
(635,773) |
|
3,778,014 |
||||||
Other interest receivable and similar income |
|
|
40,258 |
|
89,667 |
||||||
Interest payable and similar charges |
8 |
|
(414,668) |
|
(476,624) |
||||||
|
|
|
─────── |
|
─────── |
||||||
(Loss)/profit on ordinary activities before taxation |
|
|
(1,010,183) |
|
3,391,057 |
||||||
Tax on (loss)/profit on ordinary activities |
10 |
|
313,767 |
|
(571,286) |
||||||
|
|
|
─────── |
|
─────── |
||||||
(Loss)/profit on ordinary activities after taxation |
|
|
(696,416) |
|
2,819,771 |
||||||
|
|
|
═══════ |
═══════ |
|||||||
ATTRIBUTABLE TO: |
|||||||||||
Equity holders of the parent |
(783,973) |
|
2,819,771 |
||||||||
Minority interests |
87,557 |
|
- |
||||||||
|
|
|
|
|
|
||||||
|
|
|
─────── |
|
─────── |
||||||
(Loss)/profit for the financial year |
|
|
(696,416) |
|
2,819,771 |
||||||
|
|
|
═══════ |
═══════ |
|
|
2008
|
2007
|
||
|
|
|
|
(as restated)
|
|
EARNINGS PER SHARE
|
|
Basic
|
Diluted
|
Basic
|
Diluted
|
Continuing operations
|
13
|
(2.36p)
|
(2.36p)
|
-
|
-
|
Discontinued operations
|
|
-
|
-
|
9.04p
|
8.99p
|
|
|
─────
|
─────
|
────
|
────
|
|
|
(2.36p)
|
(2.36p)
|
9.04p
|
8.99p
|
|
|
═════
|
═════
|
════
|
════
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2008
|
|
|
|
|
|
|
|
Group |
Share Capital |
Premium Account |
Revaluation Order |
Other Reserves |
Retained Earnings |
Total 2008 |
|
|
|
|
|
|
|
(as restated) |
|
|
£ |
£ |
£ |
£ |
£ |
£ |
|
Balance as at 1 April 07 |
1,559,011 |
21,367,211 |
256,237 |
548,231 |
11,453,162 |
35,183,852 |
|
Prior Year Adjustment |
- |
- |
- |
- |
1,021,112 |
1,021,112 |
|
|
─────── |
─────── |
─────── |
─────── |
─────── |
─────── |
|
Balance restated as at 1 April 07 |
1,559,011 |
21,367,211 |
256,237 |
548,231 |
12,474,274 |
36,204,964 |
|
Profit/(loss) for the year |
- |
- |
- |
- |
(783,973) |
(783,973) |
|
Dividends |
- |
- |
- |
- |
(2,435,660) |
(2,435,660) |
|
Arising from issue of shares |
697,241 |
15,728,143 |
- |
- |
- |
16,425,384 |
|
in the year |
|
|
|
|
|
|
|
Foreign currency translation |
- |
- |
- |
- |
(488,376) |
(488,376) |
|
differences |
|
|
|
|
|
|
|
Actuarial losses on pension |
- |
- |
- |
- |
(80,400) |
(80,400) |
|
scheme assets |
|
|
|
|
|
|
|
Share based payments |
- |
- |
- |
257,390 |
- |
257,390 |
|
Write back of depreciation |
- |
- |
(2,890) |
- |
- |
(2,890) |
|
|
─────── |
─────── |
─────── |
─────── |
─────── |
─────── |
|
|
2,256,252 |
37,095,354 |
253,347 |
805,621 |
8,685,865 |
49,096,439 |
|
|
═════ |
═════ |
═════ |
════ |
═════ |
══════ |
|
|
Total 2008 (as restated) £ |
Minority interest £ |
Total Equity (as restated) £ |
Balance as at 1 April 07 |
35,183,852 |
2,475 |
35,186,327 |
Prior year adjustment |
1,021,112 |
- |
1,021,112 |
|
─────── |
─────── |
─────── |
|
|
|
|
Balance restated as at 1 April 07 |
36,204,964 |
2,475 |
36,207,439 |
|
|
|
|
Arising on consolidation |
- |
511,901 |
511,901 |
|
|
|
|
Profit/(loss) for the year |
(783,973) |
87,557 |
(696,416) |
|
|
|
|
Dividends |
(2,435,660) |
- |
(2,435,660) |
|
|
|
|
Arising from issue of shares in the year |
16,425,384 |
- |
16,425,384 |
|
|
|
|
Foreign currency translation differences |
(488,376) |
44,705 |
(443,671) |
|
|
|
|
Actuarial losses on pension scheme assets |
(80,400) |
- |
(80,400) |
|
|
|
|
Share based payments |
257,390 |
- |
257,390 |
|
|
|
|
Write back of depreciation |
(2,890) |
- |
(2,890) |
|
|
|
|
|
─────── |
──────── |
─────── |
|
49,096,439 |
646,638 |
49,743,077 |
|
═══════ |
═══════ |
════════ |
BALANCE SHEETS
AS AT 31 MARCH 2008
_
|
|
Group |
Company |
||
|
|
2008 |
2007 |
2008 |
2007 |
|
|
|
|
|
|
|
Notes |
£ |
£ |
£ |
£ |
|
|
|
(as restated) |
|
|
Non-current assets |
|
|
|
|
|
Intangible assets |
14 |
34,798,363 |
32,140,520 |
- |
- |
Property, plant and equipment |
15 |
1,348,663 |
942,883 |
656,460 |
665,384 |
Investments |
16 |
280,550 |
778,822 |
20,986,556 |
21,462,912 |
|
|
──────── |
──────── |
──────── |
──────── |
|
|
36,427,576 |
33,862,225 |
21,643,016 |
22,128,296 |
|
|
──────── |
──────── |
──────── |
──────── |
Current assets |
|
|
|
|
|
Inventories |
17 |
3,825,724 |
3,356,703 |
- |
- |
Trade and other receivable |
18 |
8,354,376 |
9,257,171 |
20,432,139 |
18,149,518 |
Deferred tax asset |
19 |
228,127 |
185,282 |
- |
- |
Other taxes and social security |
|
150,703 |
- |
143,665 |
- |
Cash and cash equivalents |
20 |
6,143,189 |
935,911 |
5,122,408 |
778,005 |
|
|
──────── |
──────── |
──────── |
──────── |
|
|
18,702,119 |
13,735,067 |
25,698,212 |
18,927,523 |
Current liabilities |
|
|
|
|
|
Trade and other payables |
21 |
(3,523,613) |
(5,320,398) |
(237,332) |
(2,336,936) |
Short term borrowings |
|
(79,043) |
(3,863,769) |
(79,043) |
(3,863,769) |
Current portion of long term borrowings |
|
(557,862) |
(210,033) |
(557,862) |
(210,033) |
Corporation tax |
|
(357,755) |
(630,541) |
(294,858) |
(471,038) |
Other taxes and social security |
|
(82,783) |
(91,853) |
(59,137) |
(82,411) |
Dividends |
|
(599,608) |
(532,661) |
(599,608) |
(532,661) |
|
|
──────── |
──────── |
──────── |
──────── |
Net current assets |
|
13,501,455 |
3,085,812 |
23,870,372 |
11,430,675 |
|
|
──────── |
──────── |
──────── |
──────── |
Total assets less current liabilities |
|
49,929,031 |
36,948,037 |
45,513,388 |
33,558,971 |
Non-current liabilities |
|
|
|
|
|
Long term borrowings |
22 |
(185,954) |
(630,098) |
(185,954) |
(630,098) |
Long term provisions |
23 |
- |
(110,500) |
- |
(110,500) |
|
|
──────── |
──────── |
──────── |
──────── |
|
|
49,743,077 |
36,207,439 |
45,327,434 |
32,818,373 |
|
|
═══════ |
═════ |
═════ |
═════ |
Equity |
|
|
|
|
|
Called up share capital |
25 |
2,256,252 |
1,559,011 |
2,256,252 |
1,559,011 |
Share premium account |
26 |
37,095,354 |
21,367,211 |
37,095,354 |
21,367,211 |
Revaluation reserve |
26 |
253,347 |
256,237 |
253,347 |
256,237 |
Other reserves |
26 |
805,621 |
548,231 |
805,621 |
548,231 |
Retain earnings |
26 |
8,685,865 |
12,474,274 |
4,916,860 |
9,087,683 |
|
|
──────── |
──────── |
──────── |
──────── |
|
28 |
49,096,439 |
36,204,964 |
45,327,434 |
32,818,373 |
Minority interests |
27 |
646,638 |
2,475 |
- |
- |
|
|
──────── |
──────── |
──────── |
──────── |
|
|
49,743,077 |
36,207,439 |
45,327,434 |
32,818,373 |
|
|
═══════ |
══════ |
══════ |
══════ |
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2008
|
Note |
|
2008 |
|
2007 |
|
|
|
£ |
|
£ |
|
|
|
|
|
(as restated) |
(Loss)/profit from operations |
|
|
(320,658) |
|
922,588 |
Adjustment for: |
|
|
|
|
|
Depreciation of plant and equipment |
217,735 |
|
116,892 |
||
Amortisation of intangible assets |
2,168,558 |
|
1,613,081 |
||
Actuarial pension losses |
|
|
(80,400) |
|
(54,000) |
(Decrease) in pension provision |
(110,500) |
|
(227,500) |
||
Share based payments |
|
|
257,390 |
|
224,014 |
Foreign exchange differences |
(443,671) |
|
271,264 |
||
|
|
|
──────── |
|
──────── |
Operating cash flow before movement |
|||||
in working capital |
1,688,454 |
|
2,866,339 |
||
|
|
|
|
|
|
(Increase)/decrease in inventories |
|
|
(97,090) |
|
269,553 |
Decrease in receivables |
525,734 |
|
1,294,699 |
||
(Decrease)/increase in payables |
(2,291,786) |
|
1,219,453 |
||
|
|
|
──────── |
|
──────── |
Cash (absorbed by)/generated from operations |
(174,688) |
|
5,650,044 |
||
Interest paid |
(414,668) |
|
(476,624) |
||
Taxation |
(1,864) |
|
(51,210) |
||
|
|
|
──────── |
|
──────── |
Net cash (outflow)/inflow from operating activities |
(591,220) |
|
5,122,210 |
||
|
|
|
──────── |
|
──────── |
Cash flows from investing activities |
|||||
Acquired with subsidiary |
276,414 |
|
- |
||
Proceeds from sale of a division |
- |
|
3,031,786 |
||
Purchase of property, plant and equipment |
(141,914) |
|
(56,582) |
||
Costs of acquiring drug registrations |
(4,551,891) |
|
(4,969,912) |
||
Interest received |
40,258 |
|
89,667 |
||
|
|
|
──────── |
|
──────── |
Net cash (used in) investing activities |
(4,377,133) |
|
(1,905,041) |
||
|
|
|
──────── |
|
──────── |
Cash flows from financing activities |
|||||
Issue of shares |
16,425,384 |
|
98,250 |
||
(Repayment) of bank borrowings |
(444,144) |
|
(2,452,398) |
||
Dividends paid |
(2,368,712) |
|
(2,177,454) |
||
|
|
|
──────── |
|
──────── |
|
|
|
13,612,528 |
|
(4,531,602) |
|
|
|
──────── |
|
──────── |
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents 35,36 8,644,175 (1,314,433)
Cash and cash equivalents at the start of the period (3,137,891) (1,823,458)
──────── ────────
Cash and cash equivalents at the end of the period 5,506,284 (3,137,891)
════════ ══════
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2008
1 Accounting policies
1.1 Basis of preparation
The financial statements have previously been prepared under the historical cost convention and in accordance with applicable United Kingdom Accounting Standards. Following new accounting standards the group has for the first time presented its annual report and accounts in accordance with International Financial Reporting Standards (IFRS), as endorsed by the European Union.
The preparation of financial statements in conformity with generally accepted accounting principles 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 reported 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 a 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.
1.2 Basis of consolidation
The consolidated financial statements comprise the accounts of the company and its subsidiaries drawn up to 31 March 2008. Profit or losses on intra-group transactions are eliminated in full on consolidation.
1.3 Revenue
Revenue represents amounts receivable for goods and services net of VAT and trade discounts.
1.4 Goodwill
Goodwill arising on consolidation is included in the balance sheet of the accounts as an asset at cost less impairment. In previous years goodwill has been amortised over the economic life of the asset, subject to an impairment review in line with UK GAAP. However for 2008 in line with International Financial Reporting Standards, goodwill has not been amortised, but has instead been subject to an impairment review.
For the purpose of impairment testing, goodwill is allocated to each of the company's cash-generating units expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested annually, or more frequently where there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed.
The recoverable amount is calculated as a multiple of Earnings Before Interest and Taxation using a multiple at the lower end of the range that would normally be applied to businesses within the same sector.
In further accordance with International Financial Reporting Standards, the 2007 comparative income statement and balance sheet results have had that year's goodwill amortisation added back to provide a like for like comparison. A reconciliation between the 2007 published results and the 2007 comparative results in these accounts appears in note 2.
1.5 Intangible non-current assets
Drug registrations are included at cost and amortised on a straight line basis over their estimated useful economic life of 10 years.
1.6 Research and development
Research expenditure is written off to the income statement in the year in which it is incurred. Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is deferred and amortised over the period during which the company is expected to benefit.
1.7 Property, plant and equipment and depreciation
Non-current assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life, as follows:
|
Freehold property |
2% on valuation |
|
Long leasehold property |
on valuation over the remaining term of the lease |
|
Plant and machinery |
20% on cost |
|
Alterations to premises |
10% on cost |
|
Fixtures, fittings & equipment |
20% on cost |
|
Motor Vehicles |
25% on cost |
The directors changed the accounting policy in respect of land and buildings in the last financial statements and decided to revalue the properties on a regular basis to give a true and fair view in the accounts. The asset will continue to be written off over its estimated useful life.
1.8 Leasing
Rentals payable under operating leases are charged against income on a straight-line basis over the lease term.
1.9 Investments
Fixed asset investments are stated at cost less provisions for diminution in value.
1.10 Inventories
Inventories are valued at the lower of cost and net realisable value, after making allowance for obsolete and slow moving items.
1.11 Contributions to pension schemes
Defined Contribution Scheme
The pension costs charged against operating profits represent the amount of the contributions payable to the schemes in respect of the accounting period.
Defined Benefit Scheme
The regular cost of providing retirement pensions and related benefits is charged to the profit and loss account over the employees' service lives on the basis of a constant percentage of earnings. Any difference between the charge to the profit and loss account and the contributions paid to the scheme are disclosed as an asset or liability in the balance sheet in accordance with IAS 19.
1.12 Deferred taxation
Full provision is made for deferred tax assets and liabilities arising from all timing differences between the recognition of gains and losses in the financial statements and recognition in the tax computation.
A net deferred tax asset is recognised only if it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
Deferred tax assets and liabilities are calculated at the tax rates expected to be effective at the time the timing differences are expected to reverse.
Deferred tax assets and liabilities are not discounted.
1.13 Foreign currency translation
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the balance sheet date. The financial statements of foreign subsidiaries are translated at the rates of exchange ruling at the balance sheet date. The exchange differences arising from the retranslation of the opening net reserves in subsidiaries are taken directly to reserves. Where exchange differences result from the translation of foreign currency borrowings raised to acquire foreign assets, they are taken to reserves and offset against the differences arising from the translation of those assets. All other exchange differences are dealt with through the income statement.
1.14 Financial Instruments
Income and expenditure arising on financial instruments is recognised on the accruals basis, and credited or charged to the income statement in the financial period to which it relates.
1.15 Share-based payments
For equity-settled share-based payment transactions the group, in accordance with IFRS3, measures their value, and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted. The fair value of those equity instruments shall be measured at grant date, using the Black Scholes method. The expense is apportioned over the vesting period of the financial instrument and is based on the number which are expected to vest and the fair value of those financial instruments at the date of grant. If the equity instruments granted vest immediately, the expense is recognised in full.
2 First time adoption of IFRS
As mentioned in note 1, following new accounting standards the group has for the first time presented its annual report and accounts in accordance with International Financial Reporting Standards (IFRS) as endorsed by the European Union.
The reconciliations required under IFRS1 for the first time adoption are set out below:
Reconciliation of equity reported under UK GAAP to equity reported under IFRS
|
|
As at 1st April 2006 |
As at 31st March 2007 |
|
|
(First day of Comparative period) |
(Last day of comparative period) |
|
|
|
|
|
|
|
|
|
Equity reported under UK GAAP |
34,848,808 |
35,183,852 |
|
|
|
|
|
Amortisation of goodwill for the year ended 31 March 2007 not required under IFRS |
- |
1,021,112 |
|
|
───────── |
───────── |
|
Equity reported under IFRS |
34,848,808 |
36,204,964 |
|
|
═════════ |
═════════ |
Reconciliation of profit for the year ended 31 March 2007
|
|
Reported under |
Effect of transition |
Restated results |
|
|
UK GAAP |
to IFRS |
under IFRS |
|
|
|
|
|
|
Revenue |
18,295,832 |
- |
18,295,832 |
|
Cost of operations |
(18,394,356) |
1,021,112 |
(17,373,244) |
|
|
─────── |
─────── |
───────── |
|
Group operating profit |
(98,524) |
1,021,112 |
922,588 |
|
Profit on sale of a division |
2,895,875 |
- |
2,895,875 |
|
Amounts written off investments |
(40,449) |
- |
(40,449) |
|
Net finance costs |
(386,957) |
- |
(386,957) |
|
|
─────── |
─────── |
───────── |
|
Profit on ordinary activities before taxation |
1,021,112 |
3,391,057 |
2,369,945 |
|
Taxation |
(571,286) |
- |
(571,286) |
|
|
─────── |
─────── |
───────── |
|
Profit for the financial year |
1,798,659 |
1,021,112 |
2,819,771 |
|
|
═══════ |
═══════ |
═════════ |
3 Revenue
The total revenue of the group for the year has been derived from its principal activity.
Segmental analysis by geographical area
The analysis by geographical area of the group's turnover and (loss)/profit before taxation is set out as below:
Turnover
|
|
2008 |
2007 |
|
|
£ |
£ |
|
Geographical segment |
|
|
|
Europe |
3,845,629 |
5,304,928 |
|
Rest of the World |
12,635,472 |
12,990,904 |
|
|
──────── |
──────── |
|
|
16,481,101 |
18,295,832 |
|
|
══════ |
══════ |
(Loss)/Profit before taxation
|
|
2008 |
2007 |
|
|
£ |
£ |
|
Geographical segment |
|
|
|
Europe |
(200,779) |
3,186,022 |
|
Rest of the World |
(809,404) |
205,035 |
|
|
──────── |
─────── |
|
|
(1,010,183) |
3,391,057 |
|
|
════════ |
═══════ |
It has not been possible to disclose the group's assets and liabilities by geographical area as they are centrally held.
4 Cost of sales and net operating expenses
|
2008 |
|
|
2007 |
|
|
|
Continuing |
Acquisitions |
Total |
Continuing (as restated |
Discontinued |
Total (as restated) |
|
£ |
£ |
£ |
£ |
£ |
£ |
Cost of sales |
9,706,351 |
1,096,637 |
10,802,988 |
9,889,482 |
2,477,565 |
12,367,047 |
|
|
|
|
|
|
|
Administrative expenses |
5,702,163 |
448,995 |
6,151,158 |
4,818,022 |
620,450 |
5,438,472 |
Other operating income |
(127,470) |
(24,917) |
(152,387) |
(432,275) |
- |
(432,275) |
|
──────── |
─────── |
──────── |
─────── |
─────── |
──────── |
|
15,281,044 |
1,520,715 |
16,801,759 |
14,275,229 |
3,098,015 |
17,373,244 |
|
════════ |
════════ |
═══════ |
════════ |
═══════ |
═══════ |
5 Operating (loss)/profit
|
|
2008 |
2007 |
|
Operating (loss)/profit is stated after charging: |
£ |
£ |
|
- audit services |
43,000 |
45,000 |
|
- non audit services |
11,343 |
11,757 |
|
R & D expenditure |
31,041 |
15,781 |
|
Operating lease rentals |
100,358 |
100,611 |
|
Foreign exchange loss |
23,036 |
- |
|
|
────────── |
────────── |
6 Adjustment to profit on sale of division
The financial statements for 2007 reported a profit on the sale of the group's Agil trading division, in the amount of £2,895,875. This profit was based on management's best estimate of the total consideration received, some of which was deferred, and depended on the recovery of certain old debtor balances. The management now believe it would be prudent to fully provide for the remaining unprovided balances and have therefore included this provision in the current financial statements.
7 Amounts written off investments
|
|
2008 |
2007 |
|
|
£ |
£ |
|
Amounts written off non-current asset investments |
|
|
|
- Diminution in value |
- |
40,449 |
|
|
═══════ |
═══════ |
8 Interest payable
|
|
2008 |
2007 |
|
|
£ |
£ |
|
On bank loans and overdrafts |
408,631 |
453,624 |
|
Other interest |
6,037 |
23,000 |
|
|
─────── |
─────── |
|
|
414,668 |
476,624 |
|
|
═══════ |
═══════ |
9 Equity Settled Share Based Payments
The measurement requirements of IFRS2 have been implemented in respect of share-options that were granted after 7th November 2002. The expense recognised for share based payments made during the year is shown in the following table;
|
|
2008 |
2007 |
|
|
£ |
£ |
|
Total expense arising from equity - |
|
|
|
Settled share-based transactions |
257,390 |
224,000 |
The share-based payment plan is described below.
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.
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 he is bound to retire in accordance with the terms of his 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.
The fair value of share options granted is estimated at the date of grant using the Black Scholes pricing model, taking into account all the terms and conditions upon which the options were granted.
Movements in Issued Share Options during the Year
The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the period:
|
|
|
2008 |
|
2007 |
|
|
2008 |
WAEP |
2007 |
WAEP |
|
Outstanding at the beginning of the period |
2,852,165 |
2.41 |
2,265,825 |
2.88 |
|
Granted during the period |
2,527,760 |
1.19 |
1,757,340 |
2.38 |
|
Forfeited /cancelled during the period |
2,008,360 |
2.37 |
1,131,000 |
3.34 |
|
Exercised during the period |
- |
- |
40,000 |
1.44 |
|
Outstanding at the period end |
3,371,565 |
1.51 |
2,852,165 |
2.41 |
|
Exercisable at the end of the period |
555,325 |
2.38 |
523,325 |
1.89 |
The maximum aggregate number of shares over which options may currently be granted cannot exceed 10% of the nominal share capital of the company on the grant date.
The options outstanding at 31 March 2008 had a weighted average share price of £1.51, and a weighted average remaining contractual life of 6.7 years.
Inputs to the Valuation Model
The fair value of share options granted prior to 31st March 2007 were estimated at the time of grant using a trinomial pricing model, taking into account all the terms and conditions upon which the options were granted. For options granted after 1st April 2007 the directors took the decision that a Black-Scholes model would be more appropriate.
The following table lists the inputs to the respective models:
|
|
2008 |
2007 |
|
Expected dividend yield |
5.00% |
5.00% |
|
Expected volatility |
25.00% |
25.00% |
|
Contractual life of the options |
7-10 years |
7-10 years |
|
Weighted average risk free interest rate |
4.66% |
4.66% |
|
Weighted average fair value |
£0.171 |
£0.42 |
The expected volatility was estimated by reference to the historical volatility of the company's share price. The risk free rate of return is estimated as the yield on zero coupon UK government bonds of a term consistent with the contractual life of the options granted.
10 Taxation
|
|
2008 |
2007 |
|
|
£ |
£ |
|
|
|
(as restated) |
|
Domestic current year tax |
|
|
|
U.K. corporation tax |
- |
660,000 |
|
Adjustment for prior years |
(270,922) |
(134,156) |
|
|
──────── |
──────── |
|
Current tax (credit)/charge |
(270,922) |
525,844 |
|
|
|
|
|
Deffered tax |
|
|
|
Origination and reversal of timing differences |
(42,845) |
45,442 |
|
|
──────── |
──────── |
|
|
(313,767) |
571,286 |
|
|
═══════ |
══════ |
|
|
|
|
|
Factors affecting the tax (credit)/charge for the year |
|
|
|
(Loss)/profit on ordinary activities before taxation |
(1,010,183) |
3,391,057 |
|
|
═══════ |
══════ |
|
Loss)/profit on ordinary activities before taxation multiplied by standard rate or UK corporation tax of 30% (2007 - 30%) |
(303,055) |
1,017,371 |
|
|
|
|
|
Effects of: |
|
|
|
Non deductible expenses |
118,801 |
1,750 |
|
Depreciation add back |
25,025 |
25,646 |
|
Capital allowances |
(14,569) |
(16,883) |
|
Relief for enhanced expenditure |
(459,790) |
(422,978) |
|
Other tax adjustments |
362,666 |
(79,008) |
|
|
──────── |
──────── |
|
Current (credit)/charge |
(270,922) |
525,844 |
|
|
═══════ |
═════ |
Deferred tax unprovided for in the financial statements is set out below. All amounts have been provided for according to the provisions of IAS12.
Unprovided deferred tax for gains rolled over into new assets is £51,252 (2007: £51,252).
11 (Loss)/profit for the financial year
As permitted by section 230 of the Companies Act 1985, the holding company's income statement has not been included in these financial statements. The (loss)/profit for the financial year is made up as follows:
|
|
2008 |
2007 |
|
|
£ |
£ |
|
|
|
|
|
Holding company's (loss)/profit for the financial year |
(1,751,076) |
1,752,602 |
|
|
═══════ |
══════ |
12 Dividends paid and proposed
|
|
2008 £ |
2007 £ |
|
Final dividend for the period ended 31 March 2006 of 5.45p per ordinary share |
- |
1,697,687 |
|
|
|
|
|
Interim dividend for the period ending 31 March 2007 of 1.7p per ordinary share |
- |
530,064 |
|
|
|
|
|
Final dividend for the period ended 31 March 2007 of 5.45p per ordinary share |
1,847,481 |
- |
|
|
|
|
|
Interim dividend for the period ending 31 March 2008 of 1.7p per ordinary share |
588,179 |
- |
|
|
|
|
|
|
──────── |
──────── |
|
|
2,435,660 |
2,227,751 |
|
|
──────── |
──────── |
13 Earnings per share
Basic earnings per share is calculated upon the result of the continuing activities for the financial year shown in the income statement divided by the weighted average number of shares in issue during the year.
Diluted earnings per share takes into account the dilutive effect of share options.
|
|
|
2008 |
|
|
2007 |
|
|
|
Earnings '000 |
Weighted average number of shares '000 |
Per share Amount (pence) |
Earnings £'000 (as restated) |
Weighted average number of shares '000 |
Per share Amount (pence) |
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
|
|
|
|
|
|
Earnings attributable to ordinary shareholders on continuing operations |
(784) |
33,199 |
(2.36) |
- |
33,199 |
0.00 |
|
Dilutive effect of securities options on continuing operations |
- |
24 |
- |
- |
24 |
0.00 |
|
|
─────── |
─────── |
─────── |
─────── |
─────── |
─────── |
|
|
(784) |
33,223 |
(2.36) |
- |
33,223 |
0.00 |
|
|
═════ |
══════ |
═════ |
═══════ |
═════ |
═══════ |
14 Intangible non-current assets
Group
|
Cost |
Goodwill |
Development Costs |
Total |
|
|
(as restated) |
|
(as restated) |
|
|
£ |
£ |
£ |
|
At 1 April 2007 |
20,258,054 |
18,802,536 |
39,060,590 |
|
Arising on consolidation of subsidiary |
- |
262,186 |
262,186 |
|
Additions |
94,257 |
4,551,891 |
4,646,148 |
|
|
──────── |
──────── |
───────── |
|
At 31 March 2008 |
20,352,311 |
23,616,613 |
43,968,924 |
|
|
──────── |
──────── |
───────── |
|
Amortisation |
|
|
|
|
At 1 April 2007 |
2,575,436 |
5,365,746 |
7,941,182 |
|
Prior year adjustment |
(1,021,112) |
- |
(1,021,112) |
|
|
──────── |
──────── |
──────── |
|
As restated at 1 April 2007 |
1,554,324 |
5,365,746 |
6,920,070 |
|
Arising on consolidation of subsidiary |
- |
81,933 |
81,933 |
|
Charge for the year |
- |
2,168,558 |
2,168,558 |
|
|
──────── |
──────── |
───────── |
|
At 31 March 2008 |
1,554,324 |
7,616,237 |
9,170,561 |
|
|
──────── |
──────── |
───────── |
|
Net book value |
|
|
|
|
At 31 March 2008 |
18,797,987 |
16,000,376 |
34,798,363 |
|
|
═══════ |
═══════ |
═══════ |
|
At 31 March 2007 |
18,703,730 |
13,436,790 |
32,140,520 |
|
|
═══════ |
════════ |
═══════ |
An impairment review has indicated that goodwill is not impaired.
15 Property, plant and equipment
Group
|
|
Freehold Property |
Long leasehold property |
Plant and machinery |
Fixtures fittings and equipment |
Total |
|
Cost or valuation |
£ |
£ |
£ |
£ |
£ |
|
At 1 April 2007 |
650,000 |
15,532 |
311,755 |
522,051 |
1,499,338 |
|
Arising on consolidation of subsidiary |
- |
- |
- |
584,043 |
584,043 |
|
Additions |
- |
- |
93,395 |
48,519 |
141,914 |
|
Disposals |
- |
(15,532) |
- |
- |
(15,532) |
|
|
─────── |
─────── |
─────── |
─────── |
─────── |
|
At 31 March 2008 |
650,000 |
- |
989,193 |
570,570 |
2,209,763 |
|
|
─────── |
─────── |
─────── |
─────── |
─────── |
|
Depreciation |
|
|
|
|
|
|
At 1 April 2007 |
13,000 |
15,532 |
185,108 |
342,815 |
556,455 |
|
Arising on consolidation of subsidiary |
- |
- |
- |
- |
99,552 |
|
Charge for the year |
13,000 |
- |
141,412 |
66,213 |
220,625 |
|
On disposals |
- |
(15,532) |
- |
- |
(15,532) |
|
|
─────── |
─────── |
─────── |
─────── |
─────── |
|
At 31 March 2008 |
26,000 |
- |
426,072 |
409,028 |
861,100 |
|
|
─────── |
─────── |
─────── |
─────── |
─────── |
|
Net book value |
|
|
|
|
|
|
At 31 March 2008 |
624,000 |
- |
563,121 |
161,542 |
1,348,663 |
|
|
══════ |
═══════ |
══════ |
══════ |
═════ |
|
At 31 March 2007 |
637,000 |
- |
126,647 |
179,236 |
942,883 |
|
|
══════ |
═══════ |
══════ |
══════ |
═════ |
The freehold property was valued on 21 June 2007 by Mr R. L. Sworn of Kelion Sworn, Chartered Surveyors and Valuers, London W1. The freehold property was valued at £650,000 with value in use. The property will continue to be revalued on a regular basis.
The value of the freehold property would have been recorded at £370,655 on a historical cost basis. The current revaluation surplus is £253,347.
Company
|
|
Freehold property |
Long leasehold property |
Fixtures Fittings & equipment |
Total |
|
|
£ |
£ |
£ |
£ |
|
Cost or valuation |
|
|
|
|
|
At 1 April 2007 |
650,000 |
180 |
118,099 |
768,279 |
|
Additions |
- |
- |
13,353 |
13,353 |
|
Disposals |
- |
(180) |
- |
(180) |
|
|
─────── |
─────── |
─────── |
─────── |
|
At 31 March 2008 |
650,000 |
- |
131,452 |
781,452 |
|
|
─────── |
─────── |
─────── |
─────── |
|
Depreciation |
|
|
|
|
|
At 1 April 2007 |
13,000 |
180 |
89,715 |
102,895 |
|
On disposals |
- |
(180) |
- |
(180) |
|
Charge for the year |
13,000 |
- |
9,277 |
22,277 |
|
|
─────── |
─────── |
─────── |
─────── |
|
At 31 March 2008 |
26,000 |
- |
98,992 |
124,992 |
|
|
─────── |
─────── |
─────── |
─────── |
|
Net book value |
|
|
|
|
|
At 31 March 2008 |
624,000 |
- |
32,460 |
656,460 |
|
|
═══════ |
═══════ |
═══════ |
═══════ |
|
At 31 March 2007 |
637,000 |
- |
28,384 |
665,384 |
|
|
═══════ |
═══════ |
═══════ |
═══════ |
16 Non-current asset investments
|
|
Unlisted investments |
|
|
£ |
|
Cost or valuation |
|
|
At 1 April 2007 |
819,271 |
|
Consolidation adjustment on acquisition of Eco Biok |
(538,721) |
|
|
─────── |
|
At 31 March 2008 |
280,550 |
|
|
─────── |
|
Provisions for diminution in value |
|
|
At 1 April 2007 |
40,449 |
|
Consolidation adjustment on acquisition of Eco Biok |
(40,449) |
|
|
─────── |
|
At 31 March 2008 |
- |
|
|
─────── |
|
Net book value |
|
|
At 31 March 2008 |
280,550 |
|
|
═══════ |
|
At 31 March 2007 |
778,822 |
|
|
═══════ |
The group acquired a controlling interest in Zhejiang Eco Biok Animal Health Products Limited (Eco Biok) with effect from 1 April 2007 and has therefore included the results and net assets of that company into the consolidated financial statements for the first time. Prior to the date of acquisition the group had held a 49% stake in Eco Biok and had carried the investment at lower of cost or net realisable value. The assets acquired and consideration paid are detailed below:
|
|
Book Value |
Fair Value Adjustment |
Fair Value |
|
|
£ |
£ |
£ |
|
|
|
|
|
|
Patents and registrations |
180,210 |
- |
180,210 |
|
Property, plant and equipment |
484,492 |
- |
484,492 |
|
Inventories |
440,190 |
(68,178) |
372,012 |
|
Trade and other receivables |
88,757 |
- |
88,757 |
|
Cash and cash equivalents |
276,414 |
- |
276,414 |
|
Trade and other payables |
(484,981) |
- |
(484,981) |
|
|
─────── |
─────── |
─────── |
|
|
985,082 |
(68,178) |
916,904 |
|
Less: Minority interests |
(482,690) |
- |
(482,690) |
|
|
────── |
─────── |
─────── |
|
Group share of net assets acquired |
502,392 |
(68,178) |
434,214 |
|
Goodwill acquired |
|
|
125,597 |
|
|
|
|
─────── |
|
Total cost of acquisition |
|
|
559,811 |
|
|
|
|
|
|
Satisfied by: |
|
|
|
|
Elimination of existing investment |
|
499,179 |
|
|
Cash paid for controlling interest |
|
60,632 |
|
|
|
|
|
─────── |
|
|
|
|
559,811 |
|
|
|
|
═══════ |
In addition the group set up a Brazilian subsidiary, Eco Animal Health do Brasil Ltda, in order to obtain better control over its drug registrations in that area and also to better exploit the potential of that region.
Company
|
|
Unlisted investments £ |
|
Cost or valuation |
|
|
At 1 April 2007 |
21,462,912 |
|
Additions |
60,590 |
|
|
─────── |
|
At 31 March 2008 |
21,523,502 |
|
|
─────── |
|
Provisions for diminution in value |
|
|
At 1 April 2007 |
- |
|
Charge for the year |
536,946 |
|
|
─────── |
|
At 31 March 2008 |
536,946 |
|
|
─────── |
|
Net book value |
|
|
At 31 March 2008 |
20,986,556 |
|
|
═══════ |
|
At 31 March 2007 |
21,462,912 |
|
|
═══════ |
Holdings of more than 20%
The company holds more than 20% of the share capital of the following companies:
|
Company |
Country of registration |
Class |
Shares held % |
|
Subsidiary undertakings |
|
|
|
|
Eco Animal Health Limited |
Great Britain |
Ordinary |
100 |
|
Eco Animal Health (Europe) Limited |
B.V.I |
Ordinary |
100 |
|
Eco Group Limited |
B.V.I. |
Ordinary |
100 |
|
Eco Animal Health Southern Africa (pty) Ltd |
South Africa |
Ordinary |
100 |
|
Petlove Limited |
Great Britain |
Ordinary |
91 |
|
Interpet Llc |
USA |
Ordinary |
100 |
|
Zhejiang Eco Biok Animal Health Products Ltd |
P.R. of China |
Ordinary |
51 |
|
Eco Animal Health do Brasil Ltda |
Brazil |
Ordinary |
100 |
16 Non-current asset investments (continued)
The principal activity of these undertakings for the last relevant financial year was as follows:
|
|
|
|
Eco Animal Health Limited |
Manufacture of animal drugs |
|
Eco Animal Health (Europe) Limited |
Holding company for Eco Animal Health Limited |
|
Eco Group Limited |
Holding company for Eco Animal Health (Europe) Limited |
|
Eco Animal Health Southern Africa (pty) Ltd |
Manufacture of animal drugs |
|
Petlove Limited |
Non trading |
|
Interpet Llc |
Manufacture of pet products |
|
Zhejiang Eco Biok Animal Health Products Limited |
Manufacture of animal drugs |
|
Eco Animal Health do Brasil Ltda |
Distribution of animal drugs |
17 Inventories
|
|
Group |
Company |
||
|
|
2008 |
2007 |
2008 |
2007 |
|
|
£ |
£ |
£ |
£ |
|
Raw materials and consumables |
2,864,305 |
2,308,467 |
|
|
|
Finished goods and goods for resale |
961,419 |
1,048,236 |
|
|
|
|
─────── |
─────── |
─────── |
─────── |
|
|
3,825,724 |
3,356,703 |
|
|
|
|
══════ |
══════ |
══════ |
═════ |
18. Trade and other receivables
|
|
Group |
Company |
||
|
|
2008 £ |
2007 £ |
2008 £ |
2007 £ |
|
Trade receivables |
8,096,018 |
8,045,856 |
- |
67,771 |
|
Amounts owed by group undertakings |
- |
- |
20,358,332 |
17,107,394 |
|
Other receivables |
139,155 |
859,538 |
59,978 |
813,681 |
|
Prepayments and accrued income |
119,203 |
351,777 |
13,829 |
160,672 |
|
|
─────── |
─────── |
──────── |
──────── |
|
|
8,354,376 |
9,257,171 |
20,432,139 |
18,149,518 |
|
|
═════ |
═════ |
══════ |
═════ |
19 Deferred tax
|
|
Group |
Company |
||
|
|
2008 £ |
2007 £ |
2008 £ |
2007 £ |
|
Balance at 1 April 2007 |
185,282 |
- |
- |
- |
|
Movement in the year |
42,845 |
185,282 |
- |
- |
|
|
─────── |
─────── |
─────── |
─────── |
|
Balance at 31 March 2008 |
228,127 |
185,282 |
- |
- |
|
|
═══════ |
══════ |
══════ |
══════ |
The deferred tax balance is a result of timing differences between the company's Research and Development expenditure between the years 2002 to 2005 and the enhanced tax relief thereon which is given over a period of ten years.
20 Cash and cash equivalents
Cash and cash equivalents comprise cash and short term deposits held by the group companies. The carrying amount of these assets approximate their fair value.
21 Current liabilities: Trade and other payable
|
|
Group
|
Company
|
||
|
|
2008
£
|
2007
£
|
2008
£
|
2007
£
|
|
Trade payables
|
2,801,960
|
4,589,880
|
53,158
|
2,143,601
|
|
Other payables
|
379,916
|
225,470
|
70,046
|
-
|
|
Accruals and deferred income
|
341,737
|
505,048
|
114,128
|
193,335
|
|
|
───────
|
──────
|
──────
|
────
|
|
|
3,523,613
|
5,320,398
|
237,332
|
2,336,936
|
|
|
══════
|
══════
|
══════
|
════
|
22. Non-current liabilities
|
Group |
Company |
||||||
|
2008 £ |
2007 £ |
2008 £ |
2007 £ |
||||
|
Bank loans |
185,954 |
630,098 |
185,954 |
630,098 |
|||
|
|
═════ |
══════ |
══════ |
═════ |
|||
|
|
|
|
|
|
|||
|
Analysis of loans |
|
|
|
|
|||
|
Wholly repayable within five years |
185,954 |
630,098 |
185,954 |
630,098 |
|||
|
|
═════ |
══════ |
══════ |
═════ |
|||
|
Loan maturity analysis |
|
|
|
|
|||
|
In more than one year but not more than two years |
185,954 |
210,033 |
185,954 |
210,033 |
|||
|
In more than two years but not more than five years |
- |
420,065 |
- |
420,065 |
|||
|
|
═════ |
══════ |
══════ |
═════ |
Included within creditors are the following amounts secured by a debenture on the assets of the group:
|
Bank loans and overdrafts |
822,859 |
4,703,900 |
822,859 |
4,703,900 |
|
|
══════ |
══════ |
═════ |
═════ |
23 Long term provisions
Pension obligations
|
Group |
Company |
|||||
|
2008 £ |
2007 £ |
2008 £ |
2007 £ |
|||
|
Balance at 1 April 2007 |
110,500 |
338,000 |
110,500 |
338,000 |
||
|
Contributions paid to pension schemes |
(110,500) |
(227,500) |
(110,500) |
(227,500) |
||
|
|
─────── |
────── |
─────── |
────── |
||
|
Balance at 31 March 2008 |
- |
110,500 |
- |
110,500 |
||
|
|
═════ |
══════ |
═════ |
══════ |
24 Pension costs
Defined Contribution Pension Scheme
The group operates a defined contribution pension scheme for the benefit of certain directors and senior employees. The assets of the defined contribution scheme are held separately from the group and independently administered by an insurance company. The pension cost charge represents contributions payable to the fund in the year and amounted to £30,124 (2007: £111,736).
Defined Benefit Pension Scheme
The group operates a defined benefit scheme in the UK. A full actuarial valuation was carried out at 6 April 2003 and updated to 31 March 2008 by a qualified independent actuary. The major assumptions used by the actuary were:
|
|
At 1 March 2008 |
At 31 March 2007 |
|
Rate of increase in salaries |
- |
4.3% |
|
Discount rate |
6.2% |
5.3% |
|
Rate of increase in pensions in payment |
3.1% |
3.1% |
|
Inflation assumption |
3.4% |
3.1% |
The assets in the scheme and the expected rate of return were:
|
|
Long term rate of return expected at 31 March 2008 |
Value at 31 March 2008 £'000s |
Long Term rate of return expected at 31 March 2007 |
Value at 31 March 2007 £000s |
|
Deposit administration contract |
6.00% |
533 |
6.00% |
751 |
|
Annuities |
6.20% |
1,835 |
5.30% |
1,716 |
|
|
|
─────── |
|
─────── |
|
Total market value of assets |
|
2,368 |
|
2,467 |
|
Present value of scheme liabilities |
|
(2,325) |
|
(2,625) |
|
|
|
─────── |
|
─────── |
|
Surplus/(Deficit) in scheme |
|
43 |
|
(158) |
|
Related deferred tax (liability)/asset |
|
(13) |
|
48 |
|
|
|
─────── |
|
─────── |
|
|
|
30 |
|
(110) |
|
|
|
═══════ |
|
═══════ |
Analysis of amount recognised in statement of total recognised gains and losses .
|
Actual return less expected return on pension scheme assets |
261 |
13 |
|
As % of scheme assets |
11% |
0.5% |
|
Experience gains and losses arising on the scheme liabilities |
(8) |
12 |
|
As % of present value of scheme liabilities |
1.5% |
0.5% |
|
Changes in assumptions underlying the present value of the scheme liabilities |
(233) |
255 |
|
As % of present value of scheme liabilities |
10.0% |
9.71% |
|
|
─────── |
─────── |
|
Actuarial loss recognised in statement of total recognised gains and losses |
20 |
280 |
|
|
══════ |
══════ |
24 Pension costs (continued)
|
As % of present value of scheme liabilities |
0.86% |
|
10.67% |
|
|
─────── |
|
─────── |
|
|
|
|
|
|
Analysis of amount charges to operating profit |
£'000s |
|
£'000s |
|
|
|
|
|
|
Current service cost |
6 |
|
33 |
|
|
══════ |
|
══════ |
Analysis of the amount credited to other finance costs/income
|
Expected return on pension scheme assets |
130 |
123 |
|
Interest on pension scheme liabilities |
(126) |
(139) |
|
|
────── |
─────── |
|
|
4 |
(16) |
|
|
══════ |
══════ |
|
Movement in deficit during the year |
|
|
|
|
|
|
|
Deficit in scheme at beginning of year |
(158) |
(483) |
|
Movement in year: |
|
|
|
Current service costs |
(6) |
(33) |
|
Contributions |
266 |
110 |
|
Loss on settlements/curtailments |
(33) |
- |
|
Net returns on assets |
4 |
(16) |
|
Actuarial (losses)/gains |
(20) |
271 |
|
Expenses paid by scheme |
(10) |
(7) |
|
|
─────── |
─────── |
|
Surplus/(deficit) in scheme at end of the year |
43 |
(158) |
|
|
══════ |
══════ |
25 Share capital
|
|
2008 £ |
2007 £ |
|
Authorised |
|
|
|
68,100,000 Ordinary shares of 5p each (2007: 40,000,000) |
3,405,000 |
2,000,000 |
|
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 |
2,033,413 |
|
|
═══════ |
═══════ |
|
|
|
|
|
Allotted, called up and fully paid |
|
|
|
45,125,040 Ordinary shares of 5p each |
2,256,252 |
1,559,011 |
|
|
═══════ |
|
During the year 13,944,816 ordinary shares of 5p were issued at a premium of £15,728,143
26 Statement of movements on reserves
Group
|
Share premium account |
Revaluation reserve |
Other reserves (see below) |
Retained earnings (as restated) |
||||
|
|
£ |
£ |
£ |
£ |
|||
|
Balance at 1 April 2007 |
21,367,211 |
256,237 |
548,231 |
11,453,162 |
|||
|
Prior year adjustment |
- |
- |
- |
1,021,112 |
|||
|
|
──────── |
──────── |
──────── |
──────── |
|||
|
Balance as restated at 1 April 2007 |
21,367,211 |
- 256,237 |
548,231 |
12,474,274 |
|||
|
Loss for the year |
- |
- |
- |
(783,973) |
|||
|
Foreign currency translation differences |
- |
- |
- |
(488,376) |
|||
|
Premium on shares issued during the year |
15,728,143 |
- |
- |
- |
|||
|
Dividends paid |
- |
- |
- |
(2,435,660) |
|||
|
Depreciation written back |
- |
(2,890) |
- |
- |
|||
|
Movement during the year |
- |
- |
257,390 |
- |
|||
|
Actuarial losses on pension scheme |
- |
- |
- |
(80,400) |
|||
|
|
──────── |
──────── |
──────── |
──────── |
|||
|
|
37,095,354 |
253,347 |
805,621 |
8,685,865 |
|||
|
Balance at 31 March 2008 |
══════ |
════════ |
════════ |
══════ |
|||
|
|
|
|
|
|
|||
|
Other reserves |
|
|
|
|
|||
|
Capital redemption reserve |
|
|
|
|
|||
|
Balance at 1 April 2007 & at 31 March 2007 |
|
|
105,829 |
|
|||
|
|
|
|
|
|
|||
|
Share option reserve |
|
|
|
|
|||
|
Balance at 1 April 1007 |
|
|
442,402 |
|
|||
|
Other reserve movement |
|
|
257,390 |
|
|||
|
|
|
|
──────── |
|
|||
|
Balance at 31 March 2008 |
|
|
699,792 |
|
|||
|
|
|
|
════════ |
|
26 Statement of movements on reserves (continued)
Company
|
Share premium account |
Revaluation reserve |
Other reserves (see below) |
Retained earnings (as restated) |
|||
|
|
£ |
£ |
£ |
£ |
||
|
Balance at 1 April 2007 |
21,367,211 |
256,237 |
548,231 |
9,087,683 |
||
|
Loss for the year |
- |
- |
- |
(1,751,076) |
||
|
Foreign currency translation differences |
- |
- |
- |
96,313 |
||
|
Premium on shares issued during the year |
15,728,143 |
- |
- |
- |
||
|
Dividends paid |
- |
- |
- |
(2,435,660) |
||
|
Depreciation written back |
- |
(2,890) |
- |
- |
||
|
Movement during the year |
- |
- |
257,390 |
- |
||
|
Actuarial gains or losses on pension scheme |
- |
- |
- |
(80,400) |
||
|
|
──────── |
──────── |
──────── |
──────── |
||
|
Balance at 31 March 2008 |
37,095,354 |
253,347 |
805,621 |
4,916,860 |
||
|
|
══════ |
════════ |
════════ |
══════ |
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
Other reserves Capital redemption reserve |
|
|
|
|
||
|
Balance at 1 April 2007 & at 31 March 2008 |
|
|
105,829 |
|
||
|
|
|
|
════════ |
|
||
|
|
|
|
|
|
||
|
Share option reserve |
|
|
|
|
||
|
Balance at 1 April 2007 |
|
|
442,402 |
|
||
|
Other reserve movement |
|
|
257,390 |
|
||
|
|
|
|
──────── |
|
||
|
|
|
|
699,792 |
|
||
|
Balance at 31 March 2008 |
|
|
═══════ |
|
27 Minority interests
|
|
2008 |
2007 |
|
|
£ |
£ |
|
Balance at 1 April 2007 |
2,475 |
2,475 |
|
Arising on consolidation of subsidiary |
511,901 |
- |
|
Share of subsidiary's profit for the year |
87,557 |
- |
|
Share of foreign exchange gain on net investment |
44,705 |
- |
|
|
───────── |
───────── |
|
|
646,638 |
2,475 |
|
|
════════ |
════════ |
28. Reconciliation of movements in total equity
|
|
2008 |
2007 |
|
|
|
(as restated) |
|
Group |
£ |
£ |
|
(Loss)/Profit for the financial year |
(783,973) |
2,819,771 |
|
Dividends |
(2,435,660) |
(2,227,751) |
|
|
──────── |
───────── |
|
|
(3,219,633) |
592,020 |
|
Other recognised gains and losses |
(568,776) |
444,764 |
|
Proceeds from issue of shares |
16,425,384 |
98,250 |
|
Cost of share options granted |
257,390 |
224,013 |
|
Write back of depreciation |
(2,890) |
(2,891) |
|
|
───────── |
──────── |
|
Net addition to shareholders' funds |
12,891,475 |
1,356,156 |
|
Opening total equity |
36,204,964 |
34,848,808 |
|
|
──────── |
───────── |
|
Closing total equity |
49,096,439 |
36,204,964 |
|
|
════════ |
════════ |
|
|
|
|
|
|
2008 |
2007 |
|
Company |
£ |
£ |
|
(Loss)/Profit for the financial year |
(1,751,076) |
1,752,602 |
|
Dividends |
(2,435,660) |
(2,227,751) |
|
|
──────── |
──────── |
|
|
(4,186,736) |
(475,149) |
|
Other recognised gains and losses |
15,913 |
447,369 |
|
Proceeds from issue of shares |
16,425,384 |
98,250 |
|
Cost of share options granted |
257,390 |
224,013 |
|
Write back of depreciation |
(2,890) |
(2,891) |
|
|
──────── |
──────── |
|
Net addition to shareholders' funds |
12,509,061 |
291,592 |
|
Opening total equity |
32,818,373 |
32,526,781 |
|
|
──────── |
──────── |
|
Closing total equity |
45,327,434 |
32,818,373 |
|
|
════════ |
════════ |
29 Contingent liabilities
Group
There were no contingent liabilities at 31 March 2008 and 31 March 2007.
30 Financial commitments
At 31 March 2008 the group had annual commitments under non-cancellable operating leases as follows:
|
|
Land and buildings |
Other |
||
|
|
2008 |
2007 |
2008 |
2007 |
|
Expiry date: |
£ |
£ |
£ |
£ |
|
Within one year |
20,491 |
- |
1,639 |
6,215 |
|
Between two and five years |
105,845 |
123,345 |
34,219 |
15,358 |
|
In over five years |
25,698 |
- |
- |
- |
|
|
──────── |
──────── |
──────── |
──────── |
|
|
152,034 |
123,345 |
35,858 |
21,573 |
|
|
════════ |
════════ |
════════ |
════════ |
31 Capital commitments
The group had no authorised capital commitments as at 31 March 2008 (2007: Nil)
32 Directors' emoluments
|
|
|
|
|
|
2008 |
2007 |
|
|
£ |
£ |
|
Emoluments for qualifying services |
237,220 |
216,000 |
|
Company pension contributions to money to purchase schemes |
1,675 |
- |
|
|
─────── |
─────── |
|
|
238,895 |
216,000 |
|
|
═══════ |
═══════ |
The number of directors for whom retirement benefits are accruing under money purchase pension schemes amounted to 1 (2007- 0).
Non-executive directors' fees arising from the services of P A Lawrence to Baronsmead VCT plc, Baronsmead AIM VCT plc, First State Investments AIM VCT plc, Higher Natures Limited and Kiotech International plc amounted to £85,202 (2007: £82,202) and were paid to the company.
33 Employees
Number of employees
The average monthly number of employees (including directors) during the year was:
|
|
2008 |
2007 |
|
|
Number |
Number |
|
Directors |
4 |
4 |
|
Production and development |
29 |
32 |
|
Admin and distribution |
33 |
22 |
|
Sales |
29 |
13 |
|
|
─────── |
─────── |
|
|
95 |
71 |
|
|
═══════ |
═══════ |
|
|
|
|
|
Employment costs |
2008 |
2007 |
|
|
£ |
£ |
|
Wages and salaries |
1,564,325 |
1,719,747 |
|
Social security costs |
132,460 |
265,130 |
|
Other pension costs |
76,631 |
6,156 |
|
|
─────── |
─────── |
|
|
1,773,416 |
1,991,033 |
|
|
═══════ |
═══════ |
34 Related party transactions
Group and Company
At the balance sheet date, Eco Animal Health Group plc owed P A Lawrence, a director of Eco Animal Health Group plc, and members of his family a balance amounting £69,199 (2007:£1,593,585). This amount represents dividends reinvested into the company.
During the year the group provided management services to Kiotech International plc, a company in which P A Lawrence is a director and holds share options. Fees charged were of £37,500 (2007: £37,500).
During the year the group provided the services of a representative to C-Corp Limited, a company in which P A Lawrence is a director and shareholder. No fees were charged during the year (2007: £6000).
During the year the group made sales to Eco Biok on an arm's length basis to the value of £632,158 (2007: £166,700). At the end of the year there was an inter-company balance owing from this company of £481,063 (2007: £257,666). Since Eco Biok is a subsidiary of Eco Animal Health Group plc, these transactions and balances have been eliminated on consolidation.
35 Analysis of net funds/(debt)
|
|
1 April 2007 |
Cash flow |
Other non - 31 March 2008 |
Cash changes |
|
Net cash: |
£ |
£ |
£ |
£ |
|
Cash at bank and in hand |
935,911 |
5,207,278 |
- |
6,143,189 |
|
Bank Overdrafts |
(4,073,802) |
3,436,897 |
|
(636,905) |
|
|
──────── |
──────── |
──────── |
──────── |
|
|
(3,137,891) |
8,644,175 |
- |
5,506,284 |
|
|
──────── |
──────── |
──────── |
──────── |
|
Debts falling due after one year |
(630,098) |
444,144 |
- |
(185,954) |
|
|
──────── |
──────── |
──────── |
──────── |
|
Net (debt)/funds |
(3,767,989) |
9,088,319 |
- |
5,320,330 |
|
|
════════ |
════════ |
════════ |
════════ |
36 Reconciliation of net cash flow to movement in net debt
|
|
2008 |
2007 |
|
|
£ |
£ |
|
|
|
|
|
Increase/(decrease) in cash in the year |
8,644,175 |
(1,314,433) |
|
Cash outflow from decrease in debt |
444,144 |
2,452,396 |
|
|
─────── |
─────── |
|
Movement in net funds/(debt) in the year |
9,088,319 |
1,137,963 |
|
Opening net debt |
(3,767,989) |
(4,905,952) |
|
|
─────── |
─────── |
|
Closing net funds/(debt) |
5,320,330 |
(3,767,989) |
|
|
═══════ |
═══════ |
37 Financial Instruments
The group uses financial instruments comprising borrowings, cash and liquid resources and various items, such as trade debtors, trade creditors etc. that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the group's operations.
The main risks arising from the group's financial statements are interest rate risk, liquidity risk and foreign currency risk. The board review and agree policies for managing each of these risks and they are summarised below. The policies have remained unchanged since 1 April 2002.
It is and has been throughout the year under review, the group policy that no trading in financial instruments shall be undertaken.
Short term debtors and creditors
Short term debtors and creditors have been excluded from all the following disclosures, other than the currency risk disclosure.
Interest rate risk
The group finances its operations through a mixture of retained earnings and bank borrowings. At the year end the interest rate exposure of the group arose on sterling floatation facilities of £79,043 (2007: £4,073,802) and a South African Rand loan of R12,000,000 (2007: R12,000,000). The South African Rand bears an interest rate which is the aggregate of (a) 1.5% per annum and (b) the rate at which the bank is offered deposits in South African Rand by the leading banks in the London Interbank Market two business days before the start of each repayment period.
Liquidity of risk
The group ensures short-term flexibility through the use of the overdraft facilities. The board does not at present consider that it is necessary to adopt a detailed borrowings policy as there are sufficient funds available within the current facilities. the maturity of liabilities is shown on note 22. The committed undrawn borrowing facilities of the group were £250,000 (2007; £1,426,198).
Currency risk
The group has an overseas subsidiary which operates in South Africa and whose revenues and expenses are denominated exclusively in Rand. In order to protect the group's sterling balance sheet from the movements in the Rand/Sterling exchange rates, the group finances its net investments in this subsidiary by means of a South African Rand borrowing. Gains and losses arising from this borrowing are recognised in the consolidated statements of changes in equity.
The group operates in overseas markets particularly through its subsidiaries in China and Brazil and is subject to currency exposure on transactions undertaken during the year. The group does not hedge any transactions, and foreign exchange differences on retranslation of foreign assets and liabilities are taken to the income statement.
37 Financial Instruments (continued)
The table below shows the extent to which the group companies have monetary assets and liabilities in currencies other than in sterling:
|
|
US |
|
South |
|
|
|
Dollar |
Euro |
African Rand |
Other |
|
Functional currency of group operations |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
2008 |
|
|
|
|
|
Sterling equivalent |
5,286 |
1,767 |
(350) |
565 |
|
|
|
|
|
|
|
2007 |
|
|
|
|
|
Sterling equivalent |
1.233 |
86 |
(832) |
53 |
The company has no financial assets other than debtors and cash at the bank. Any group bank overdrafts are repayable on demand and are included in the balance sheet as a creditor due in less than one year. Thebalance sheet values of financial assets and liabilities are not materially different to their fair values.