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Dechra Pharmaceuticals PLC Interim / Quarterly Report 2012

Dec 31, 2011

4797_ir_2011-12-31_899c22f7-bb7d-4e0e-a40a-0dbae202ebb2.pdf

Interim / Quarterly Report

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An International Veterinary Pharmaceutical Business

Half-Yearly Financial Report 2012

Welcome to Dechra

Our Business

Dechra is an international pharmaceutical business focused on the veterinary market with its key area of specialisation being the development and marketing of companion animal products

Our Strategy

  • To continue to develop an international high growth, cash generative, specialist veterinary products business; and
  • To sustain growth and innovate in our Services business

Highlights

  • Strong growth delivered through Dechra's key strategic Pharmaceutical segments
  • Good revenue growth from Services
  • Equine product acquisition completed
  • FDA approval achieved at Dales® manufacturing site
  • Balance sheet remains strong

Our Key Strengths

  • Unique Products
  • People and Expertise
  • Strategic Focus
  • International Footprint
  • Strong Financial Platform
  • Development Pipeline
  • Strong Market Position
  • Growing Markets
  • Customer Satisfaction
  • Innovation

Pages 1 to 4 do not form part of the Half-Yearly Financial Report and as such do not form part of the Auditors' Independent Review.

Forward-Looking Statements

This document contains certain forward-looking statements. The forward-looking statements reflect the knowledge and information available to the Company during the preparation and up to the publication of these Accounts. By their very nature, these statements depend upon circumstances and relate to events that may occur in the future and thereby involve a degree of uncertainty. Therefore, nothing in this document should be construed as a profit forecast by the Company.

Financial Highlights

* Before amortisation of acquired intangibles, acquisition expenses, rationalisation costs, impairment charges, loss on extinguishment of debt and the unwinding of discounts on deferred and contingent consideration (see note 8).

Operating Profit 10.1% 07 08 09 10 11 8.039.37 8.839.98 10.99

Group at a Glance

Pharmaceuticals

European Pharmaceuticals

Dechra Veterinary Products EU ("DVP EU")

Sales and marketing of Dechra's branded veterinary products and specialist pet foods to the veterinary profession in Europe

Dales Pharmaceuticals

Dales Pharmaceuticals ("Dales")

MHRA and FDA approved licensed manufacturer of veterinary and human pharmaceuticals for DVP EU and third party customers

European Pharmaceuticals Revenue

10.5% to £48.3 million (2010: £43.7 million)

US Pharmaceuticals

Dechra Veterinary Products US ("DVP US") Sales and marketing of Dechra's branded endocrine, ophthalmic, dermatological and equine products into North America

42.5% to £9.2 million US Pharmaceuticals Revenue

(2010: £6.5 million)

Product Development

The Product Development and Regulatory Team develops and licenses Dechra's own branded veterinary product portfolio of novel and generic pharmaceuticals and specialist pet diets

Services

Services Revenue National Veterinary Services ("NVS®")

UK market leader in the supply of pharmaceuticals, instruments, consumables, pet products and added value services to the veterinary profession

NationWide Laboratories ("NWL")

Multi-disciplined independent commercial veterinary laboratory

Cambridge Specialist Laboratory Services ("CSLS") Primary and secondary referral specialist veterinary immunoassay laboratory

7.3% to £159.5 million (2010: £148.6 million)

FDA Approval for Manufacturing at Dales

Following submission to the US Food and Drug Administration ("FDA") in 2010 and subsequent final inspection in September 2011, Dales was granted FDA approval in November 2011 to manufacture Vetoryl® 120mg capsules, to be marketed and sold in the US market.

Preparations for FDA approval took place over a three year period of significant investment in the quality systems and infrastructure at the Skipton facility. This followed an initial 'gap analysis' process which identified those aspects of the business operations requiring additional development to bring them into compliance with FDA requirements.

Site modifications to further improve the level of current Good Manufacturing Practice operated by the business, offering greater security and protection to the incoming raw materials and outgoing finished products have been completed.

New production, testing and service equipment has also been introduced during this period to ensure the highest levels of product quality and productivity. Extensive validation activities, carried out by

an expanded laboratory team, demonstrated and documented the close control and reproducibility of the production, cleaning and testing processes using both the new and existing equipment.

Documentation systems were extensively reviewed, redesigned and rewritten to meet with exacting FDA standards. These included:

  • z Master Batch Documents used to control and record the production and testing processes for each batch.
  • z Standard Operating Procedures used to help train staff to carry out their work on a reliable and consistent basis.
  • z Quality Management System documents used to collect and control quality information within the business and ensure that problems are correctly identified and dealt with effectively.

The ability to produce Dechra's leading product, Vetoryl, for the US market will result in medium term margin improvements for Dechra and a secure supply chain for this strategically important product.

We will be looking to extend the FDA approval into other products and dosage forms, which will open up further opportunities to both enhance the range of products sold in the US and add to our manufacturing capabilities provided to third party customers.

The FDA approval complements Dales' existing licenses and the facility is now able to produce pharmaceutical products for all major world markets.

Acquisition of HY-50®

The worldwide rights (excluding Canada) to HY-50 were acquired in January 2012 from Bexinc Limited for a cash consideration of 8.03 million Canadian dollars. The consideration was funded from the Group's existing cash resources.

HY-50 is used for intra-articular ("IA") or intravenous ("IV") treatment of lameness in horses caused by joint dysfunction. It is unique in Europe as being the only single injection to deliver 50mg of Sodium Hyaluronate and having both IA and IV indications. This product acquisition further strengthens our specialist equine portfolio and will be earnings enhancing in the first full year of ownership.

It is currently approved and marketed by various companies in the UK, Belgium, Netherlands, Sweden, Finland, Denmark, Norway, Italy, Germany and Spain. Furthermore, registrations are being prepared for France and Switzerland. Dechra already markets the product in the UK as the marketing rights were acquired as part of the Genitrix® acquisition. Marketing rights for all other territories return to Dechra by July 2013.

Half-Yearly Financial Report 2012

for the six months ended 31 December 2011

Introduction

In the first six months of the financial year Dechra has delivered strong growth in its key strategic Pharmaceuticals segments. The main factors driving the performance in this period are the solid organic growth from our pharmaceutical products, the contribution from the two acquisitions made in the previous financial year and the benefit from the in-house marketing of Vetoryl.

Good revenue growth was seen in our Services segment, however as previously reported gross margin remained under pressure and was reduced in the period due to product mix and increased discounting in a highly competitive market.

Overall the Group has performed to management's expectation during the period.

Financials

In the six months ended 31 December 2011, Group revenue increased by 9.0% to £209.5 million (2010: £192.2 million). Underlying operating profit rose to £16.2 million (2010: £14.5 million), an increase of 11.8%. Underlying profit before taxation was £14.3 million compared to the £13.9 million achieved in 2010. At constant currency and excluding foreign currency gains and losses, underlying profit before tax was £15.1 million, an increase of 11.3% compared to the equivalent period in 2010. Operating profit was £11.0 million (2010: £10.0 million). Profit before taxation was £8.9 million (2010: £9.0 million).

Underlying basic earnings per share was 15.86 pence (2010: 15.60 pence). Basic earnings per share was 10.09 pence (2010: 10.10 pence).

Cash flow from operating activities was £1.4 million compared to the £0.8 million achieved in 2010. In accordance with our normal cash flow cycle, we expect a strong cash inflow in the second half of the financial year.

Inventory at 31 December 2011 was high due to pre-Christmas purchasing at NVS with inventories falling to more normal levels during January.

Trade receivable days at 31 December 2011 was 48 compared to 42 at 31 December 2010, reflecting increased sales to corporate accounts with extended payment terms at NVS.

Net borrowings at 31 December 2011 were £46.1 million compared to £34.1 million at 30 June 2011 and £49.6 million at 31 December 2010.

Total available bank facilities are currently £70.0 million of which £10.0 million, currently not utilised, is renewable within the next 12 months.

Interest cover on underlying operating profit was 12.9 times (2010: 10.9 times) excluding gains and losses on foreign exchange movements and derivative contracts.

Dividend

The Board is pleased to declare an interim dividend of 4.1 pence per share (2010: 3.7 pence), an increase of 10.8%. The interim dividend is covered 3.9 times by underlying profit after taxation (2010: 4.2 times).

The dividend is payable on 10 April 2012 to Shareholders on the Register of Members at close of business on 9 March 2012. The ordinary shares will become ex dividend on 7 March 2012.

Half-Yearly Financial Report 2012

for the six months ended 31 December 2011

European Pharmaceuticals

Pharmaceutical Products

All product groups have demonstrated solid organic growth at constant currency throughout the period. Demand for our products in the majority of Northern European markets remain strong and are delivering higher than expected growth. Good growth has been seen from both Felimazole® and Vetoryl since their introduction into our own subsidiary sales and marketing teams. The DermaPet® products acquired in October 2010 have been launched in the Nordic territories in Dechra livery with positive initial sales; the range has also been prepared in Dechra livery for imminent launch into other key European subsidiary territories.

The restructure that created a Benelux operation is progressing well and initial sales in Belgium achieved management expectations.

Specialist Pet Diets

Sales of specialist pet diets were flat in the period because of reduced export sales due to the phasing of orders; this was offset by modest sales growth in our core markets. Sales growth in our subsidiary territories improved in December and export was also bolstered at the end of the period by the successful launch of the range into South Korea.

We have now successfully completed the supply change of all the feline dry products into our new outsourced manufacturing facility in Sweden following the transfer of our canine diets in the preceding financial year. The wet diets have also been re-optimised and will be re-introduced in

spring 2012 in a new European pack presentation with nine languages. This will improve operational efficiency as it reduces the number of stocking units from 130 to 19. The introduction of a senior wet diet for dogs and cats to provide balanced nutrition in older animals is also planned for later in the financial year.

Manufacturing

Following the successful FDA approval of our manufacturing facility, Dales, in November 2011, we have commenced the first in-house production of 120mg Vetoryl capsules for the US market. Work has started on extending this licence into other dosage strengths of Vetoryl. Furthermore, plans are being prepared to extend FDA approval to other products and dosage forms.

A Medicine and Healthcare products Regulatory Agency ("MHRA") audit has also been conducted over the period which achieved the highest audit standard in our history.

Commercially we have seen a 9.4% increase in our contract manufacturing business compared to the corresponding period last year. We have also agreed terms with third party customers to provide contract technical services, for example formulation, analytic method development, validation and stability testing.

US Pharmaceuticals

Dechra Veterinary Products US ("DVP US")

A strong sales performance by DVP US was driven by DermaPet sales, where move out in new Dechra livery from veterinary practices increased over the corresponding period last year by 17.0%. Vetoryl sales also increased by 14.0% over the corresponding period, despite continued pro-active competition from compounding pharmacies. A 120mg strength of Vetoryl has been launched and a 5mg presentation is also being developed to increase dosing options to negate the perceived need for a compounded product. We have continued to extend educational programmes to increase awareness of Cushing's syndrome, the condition for which Vetoryl is prescribed; two new field based veterinarians have been appointed to conduct meetings and presentations across the United States.

A new monthly e-newsletter focusing on the technical aspects of our products has been launched to approximately 10,000 subscribing veterinarians.

Services

Services revenue performed strongly with a 7.3% increase compared to the corresponding period last year. This was partly due to the soft comparison with the corresponding weather affected period, however, there has also been some market recovery.

Operating efficiencies were gained in the period, however margin declined at our distributor NVS due to an increase in discount allowed and a decline in the proportion of revenue from higher margin product groups. The increase in discount allowed has been a feature of the competitive market place for many years; however the sales mix has been highly influenced in the last two years due to consumers buying products such as therapeutic pet diets from internet pharmacies, a sector in which we are underweight.

Our new integrated IT system which went live on 1 July 2011 is now functioning efficiently and will provide a technical platform to enable

NVS to develop new services and to meet customer needs in the future. We have developed and launched a service to practices which enables them to offer their own webshop to their clients with an option of home delivery. This will allow our customers to compete directly with internet pharmacies. We have also developed and launched 'new indices', an in-depth analytical tool for practices to monitor and manage their business performance through benchmarking and trend analysis. These new services, and a number of identified margin improvement opportunities, should arrest the decline in the operating margin.

Although inventory was higher than normal at the end of December there was a substantial reduction during January. The new IT system will improve the purchasing process going forward.

Where we Operate

In the last five years Dechra has developed into an international business through expansion of its sales and marketing subsidiaries into Western Europe and North America and through partnerships across the Globe.

Half-Yearly Financial Report 2012

for the six months ended 31 December 2011

Product Development

Libromide®, a product registered in the UK for canine epilepsy, acquired as part of Genitrix Limited in December 2010, has gained approval through the Mutual Recognition procedure throughout Europe. The product will be launched in all major territories in the second half of this financial year.

Manufacturing problems on our new novel equine product, reported in the Annual Report and Accounts for the year ended 30 June 2011, have been overcome. Terms have been agreed with a new manufacturer and initial validation batches of the product will be manufactured shortly. All other pharmaceutical development projects are progressing to expectations and the pipeline remains robust. Additionally, new opportunities have been identified and a pharmaceutical which is novel to the veterinary market is currently being screened for effectiveness.

Two new therapeutic pet diets have been developed during the period; Specific® CED Canine Endocrine Support and Specific FID Feline Digestive Support. Specific CED has been developed to support the treatment of endocrine disorders such as diabetes and Cushing's syndrome, therefore it is ideal to market alongside our pharmaceutical endocrine products, one of our key areas of specialisation and strategic focus. Specific FID is a complete dietetic food for adult cats with acute and chronic gastrointestinal disorders. An additional therapeutic diet has been developed, which we are planning to market in the second half of this financial year.

Acquisition

In January 2012, post the period being reported, an equine product was acquired from Bexinc Limited for 8.03 million Canadian dollars. The product, HY-50, is used for intra-articular or intravenous treatment of lameness in horses caused by joint dysfunction. It currently has marketing approvals in 10 European countries; registrations in other territories are currently being prepared.

For the year ended 28 February 2011, HY-50 earned revenue of US\$2.2 million and operating income of US\$1.0 million. The consideration was funded from the Group's existing cash resources. The acquisition will make a small contribution in the second half of the financial year and will be earnings enhancing in the year ending 30 June 2013.

Outlook

Trading within our veterinary product segment, the main area of our strategic focus, continues to perform robustly. We remain well positioned to maintain strong growth by continued organic growth of existing products, expansion into new territories and the introduction of new products.

The overall economic environment will continue to pose challenges, especially in our Services segment, however overall market growth continues to exceed pre-year expectations.

Although revenue growth in our Services segment has been offset by a decrease in margin, the Group's Pharmaceuticals segments continues to perform well; we therefore remain confident in our growth strategy.

Principal Risks and Uncertainties

As we have stated in previous reports, the Group, like every business, faces risks and uncertainties in both its day-to-day operations and through events relating to the achievement of its long term strategic objectives. The Board has ultimate responsibility for risk management within the Group and ensures that there is an ongoing and embedded process of assessing, monitoring, managing and reporting on significant risks faced by the separate business units and by the Group as a whole. The Board has established a rolling strategic road map which is regularly monitored and reviewed throughout the financial year. This therefore enables the Board to ensure that the risks and uncertainties are considered in line with the ongoing strategy.

The main potential risk areas identified by the Board which could impact the next six months are as follows:

Strategy Risk How we mitigate the risk
To continue
to develop a
high growth,
cash generative
specialist
veterinary
products
business
Competitor product launched
against one of our leading brands

Product improvement plans and marketing strategies are reviewed on a
regular basis

Where competitor products are launched a response strategy is established
and followed by our marketing team to highlight any unique selling points or
competitive advantages or to position our products defensively to minimise
competitor impact

Market research is conducted in order to allow the marketing team to better
understand customer needs and ensure that our products fulfil the identified
requirements

Any product patents are monitored and consideration given to the formulation
of a defensive strategy towards the end of the life of the patent
To sustain growth
from our core
businesses
The failure of a major customer or
supplier

The business units monitor the financial status of both key customers and
suppliers and maintain regular contact with them (including face to face
meetings)

Where it becomes evident that issues in relation to manufacturing/supply may
arise alternative suppliers are identified and detailed plans drafted. Where a
manufacturing transfer is required stock is built up in order to avoid/mitigate an
out of stock situation

In respect of manufacturing, a "second sourcing" project for key materials has
been established and maintained

All contracts with key suppliers and customers are reviewed from both a
commercial and legal perspective to ensure that assignment of the contract is
allowed should there be a change of control of either of the contracting parties
Failure to meet regulatory
requirements under which we
operate thereby disrupting our
operations and our product
manufacture pipeline/loss of key
products due to regulatory changes
Increasingly competitive UK
veterinary market place (resulting in
margin pressure)

The Group always strives to exceed regulatory requirements and ensures that its
employees have detailed experience and knowledge of the regulations

All businesses have clearly established quality systems and procedures in place

Regular contact is maintained with all relevant regulatory bodies in order to build/
strengthen relationships and ensure good communication lines

The regulatory and legal teams remain constantly updated in respect of
proposed/actual changes in order to ensure that the business is equipped to
deal with and adhere to such changes

Where any changes are identified which could affect our ability to continue
to market and sell any of our products a response team is created in order
to mitigate such risk and to retain effective communication with the relevant
regulators

The NVS management team are committed to providing high levels of service
and are developing innovative solutions to support veterinary practices to
differentiate ourselves from our competitors

Michael Redmond Ian Page Non-Executive Chairman Chief Executive 21 February 2012

Responsibility Statement of the Directors in Respect of the Half-Yearly Financial Report

We confirm that to the best of our knowledge:

  • z the condensed consolidated set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.
  • z the interim management report (this comprises the half-yearly financial report) includes a fair review of the information required by:
  • (a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed consolidated set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
  • (b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last Annual Report that could do so.

By Order of the Board:

Ian Page Chief Executive 21 February 2012

Simon Evans Group Finance Director 21 February 2012

Condensed Consolidated Income Statement

for the six months ended 31 December 2011

Six months ended
Year ended
31.12.11
31.12.10
Note £'000 £'000 £'000
Revenue 2 209,511 192,208 389,237
Cost of sales (163,038) (150,115) (300,876)
Gross profit 46,473 42,093 88,361
Distribution costs (8,877) (8,746) (17,659)
Administrative expenses (26,607) (23,367) (48,984)
Operating profit 2 10,989 9,980 21,718
Underlying operating profit 8 16,179 14,475 31,823
Non-underlying items* 8 (5,190) (4,495) (10,105)
Operating profit 10,989 9,980 21,718
Finance income 3 290 1,200 2,144
Underlying finance expense 4 (2,136) (1,760) (3,898)
Non-underlying items* 4 (199) (391) (1,450)
Finance expense (2,335) (2,151) (5,348)
Profit before taxation 2 8,944 9,029 18,514
Underlying profit before taxation 8 14,333 13,915 30,069
Non-underlying items* 8 (5,389) (4,886) (11,555)
Profit before taxation 8,944 9,029 18,514
Income tax expense 5 (2,236) (2,348) (4,380)
Profit for the period attributable to equity owners of the parent 6,708 6,681 14,134
Underlying profit after taxation 10,548 10,315 22,748
Non-underlying items* (3,840) (3,634) (8,614)
Profit for the period attributable to equity owners of the parent 6,708 6,681 14,134
Earnings per share
Basic 7 10.09p 10.10p 21.33p
Diluted 7 10.06p 10.05p 21.26p
Dividend per share 6 4.10p 3.70p 12.10p

* Non-underlying items comprise amortisation of acquired intangibles, acquisition expenses, rationalisation costs, impairment charges, loss on extinguishment of debt and unwinding of discounts on deferred and contingent consideration.

Condensed Consolidated Statement of Comprehensive Income

for the six months ended 31 December 2011

31.12.11 Six months ended
31.12.10
Year ended
30.06.11
£'000 £'000 £'000
Profit for the period 6,708 6,681 14,134
Other comprehensive income:
Effective portion of changes in fair value of cash flow hedges (188) 383 (684)
Cash flow hedges recycled to income statement 199 670
Foreign currency translation differences for foreign operations (3,667) 2,338 3,411
Recycled to income statement (192)
Income tax relating to components of other comprehensive income (3) (107) (4)
Total comprehensive income for the period attributable to equity owners of the parent 3,049 9,103 17,527

Condensed Consolidated Statement of Financial Position

at 31 December 2011

As at As at As at
31.12.11 31.12.10 30.06.11
Note £'000 £'000 £'000
ASSETS
Non-current assets
Intangible assets 116,835 125,873 125,098
Property, plant & equipment 7,344 7,714 7,721
Total non-current assets 124,179 133,587 132,819
Current assets
Inventories 48,398 42,261 40,760
Trade and other receivables 64,712 52,988 66,293
Cash and cash equivalents
9
15,131 18,089 30,496
Total current assets 128,241 113,338 137,549
Total assets 252,420 246,925 270,368
LIABILITIES
Current liabilities
Borrowings
9
(8,474) (8,457) (8,502)
Trade and other payables (64,213) (70,825) (74,559)
Deferred and contingent consideration (300) (500)
Current tax liabilities (4,632) (5,522) (5,391)
Total current liabilities (77,619) (84,804) (88,952)
Non-current liabilities
Borrowings
9
(52,728) (59,280) (56,085)
Deferred and contingent consideration (13,593) (13,555)
Deferred tax liabilities (11,896) (11,130) (13,443)
Total non-current liabilities (78,217) (70,410) (83,083)
Total liabilities
2
(155,836) (155,214) (172,035)
Net assets 96,584 91,711 98,333
EQUITY
Issued share capital 668 663 664
Share premium account 63,890 63,430 63,559
Hedging reserve (286) (294)
Foreign currency translation reserve 1,084 3,486 4,751
Merger reserve 1,770 1,770 1,770
Retained earnings 29,458 22,362 27,883
Total equity attributable to equity owners of the parent 96,584 91,711 98,333

Condensed Consolidated Statement of Changes in Shareholders' Equity

for the six months ended 31 December 2011

Attributable to equity holders of the parent
Foreign
Issued Share currency
share premium Hedging translation Merger Retained
capital account reserve reserve reserve earnings Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Six months ended 31 December 2010
At 1 July 2010
661 63,021 (276) 1,340 1,770 19,712 86,228
Profit for the period 6,681 6,681
Effective portion of changes in fair value of cash flow
hedges, net of tax 276 276
Foreign currency translation differences for foreign
operations, net of tax 2,338 2,338
Cash flow hedges recycled to income statement,
net of tax (192) (192)
Total comprehensive income for the period 276 2,146 6,681 9,103
Transactions with owners
Dividends paid (4,764) (4,764)
Share-based payments 733 733
Shares issued 2 409 411
Total contributions by and distribution to owners 2 409 (4,031) (3,620)
At 31 December 2010 663 63,430 3,486 1,770 22,362 91,711
Year ended 30 June 2011
At 1 July 2010 661 63,021 (276) 1,340 1,770 19,712 86,228
Profit for the period 14,134 14,134
Effective portion of changes in fair value of cash flow
hedges, net of tax (506) (506)
Foreign currency translation differences for foreign
operations, net of tax 3,411 3,411
Cash fllow hedges recycled to income statement, net of tax 488 488
Total comprehensive income for the period (18) 3,411 14,134 17,527
Transactions with owners
Dividends paid (7,221) (7,221)
Share-based payments 1,258 1,258
Shares issued 3 538 541
Total contributions by and distribution to owners 3 538 (5,963) (5,422)
At 30 June 2011 664 63,559 (294) 4,751 1,770 27,883 98,333
Six months ended 31 December 2011
At 1 July 2011 664 63,559 (294) 4,751 1,770 27,883 98,333
Profit for the period 6,708 6,708
Effective portion of changes in fair value of cash flow
hedges, net of tax (139) (139)
Foreign currency translations differences for foreign
operations, net of tax (3,667) (3,667)
Cash flow hedges recycled to income statement, net of tax 147 147
Total comprehensive income for the period 8 (3,667) 6,708 3,049
Transactions with owners
Dividends paid (5,584) (5,584)
Share-based payments 451 451
Shares issued 4 331 335
Total contributions by and distribution to owners 4 331 (5,133) (4,798)
At 31 December 2011 668 63,890 (286) 1,084 1,770 29,458 96,584

Condensed Consolidated Statement of Cash Flows

for the six months ended 31 December 2011

Six months ended
31.12.10
31.12.11
Year ended
30.06.11
Note £'000 £'000 £'000
Cash flows from operating activities
Profit for the period 6,708 6,681 14,134
Adjustments for:
Depreciation 772 717 1,535
Amortisation 6,051 4,585 10,362
(Profit)/loss on sale of property, plant and equipment (1) 1 1
Finance income 3 (290) (1,200) (2,144)
Finance expense 4 2,335 2,151 5,348
Equity-settled share-based payment expenses 562 345 830
Income tax expense 2,236 2,348 4,380
Operating cash flow before changes in working capital 18,373 15,628 34,446
Increase in inventories (8,317) (6,619) (4,814)
Decrease/(increase) in trade and other receivables 39 186 (12,408)
(Decrease)/increase in trade and other payables (8,742) (8,353) 8,150
Cash flow from operating activities before interest and taxation 1,353 842 25,374
Interest paid (1,497) (1,638) (3,586)
Income taxes paid (3,822) (2,179) (5,034)
Net cash (outflow)/inflow from operating activities (3,966) (2,975) 16,754
Cash flows from investing activities
Proceeds from sale of property, plant and equipment 6 2 2
Interest received 135 438 957
Acquisition of subsidiaries 10 (500) (33,047) (33,047)
Purchase of property, plant and equipment (602) (619) (1,280)
Capitalised development expenditure (182) (424) (1,025)
Purchase of other intangible non-current assets (515) (983) (1,785)
Net cash outflow from investing activities (1,658) (34,633) (36,178)
Cash flows from financing activities
Proceeds from the issue of share capital 335 411 541
New borrowings 68,000 68,000
Expenses of raising new borrowings (944) (944)
Repayment of borrowings (4,295) (37,692) (41,829)
Resetting of foreign currency borrowings (199) (580) 320
Dividends paid (5,584) (4,764) (7,221)
Net cash (outflow)/inflow from financing activities (9,743) 24,431 18,867
Net decrease in cash and cash equivalents (15,367) (13,177) (557)
Cash and cash equivalents at start of period 30,496 31,502 31,502
Exchange differences on cash and cash equivalents 2 (236) (449)
Cash and cash equivalents at end of period 15,131 18,089 30,496
Reconciliation of net cash flow to movement in net borrowings
Net decrease in cash and cash equivalents (15,367) (13,177) (557)
Repayment of borrowings 4,295 37,692 41,829
New borrowings (68,000) (68,000)
Arrangement fees and expenses on new borrowings 944 944
Exchange differences on cash and cash equivalents 2 (236) (449)
Retranslation of foreign borrowings (910) 390 254
Loss on extinguishment of debt (391)
Other non-cash changes (169) (1,411)
Movement in net borrowings in the period (11,980) (42,947) (27,390)
Net borrowings at start of period (34,091) (6,701) (6,701)
Net borrowings at end of period 9 (46,071) (49,648) (34,091)

Notes to the Financial Statements

for the six months ended 31 December 2011

1. Basis of Preparation and Principal Accounting Policies

Dechra Pharmaceuticals PLC (the "Company") is a company domiciled in the UK. The condensed set of financial statements as at, and for, the six months ended 31 December 2011 comprises the Company and its subsidiaries (together referred to as the "Group").

The Group financial statements as at, and for, the year ended 30 June 2011 prepared in accordance with IFRSs as adopted by the EU and with those parts of the Companies Act 2006 applicable to companies reporting under EU adopted IFRS, are available upon request from the Company's registered office at Dechra House, Jamage Industrial Estate, Talke Pits, Stoke-on-Trent, ST7 1XW.

The prior year comparatives are derived from audited financial information for Dechra Pharmaceuticals PLC as set out in the Annual Report for the year ended 30 June 2011 and the unaudited financial information in the half-yearly financial report for the six months ended 31 December 2010. The comparative figures for the financial year ended 30 June 2011 are not the Company's statutory accounts for that financial year. Those accounts have been reported on by the Company's Auditor and delivered to the Registrar of Companies. The report of the Auditor (i) was unqualified, (ii) did not include a reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498(2) or (3) of the Companies Act 2006.

The Directors consider that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing these interim financial statements.

The condensed set of financial statements for the six months ended 31 December 2011 are unaudited but have been reviewed by the Auditor. The independent review report is set out on the inside back cover.

Statement of Compliance

The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the EU. The condensed set of financial statements does not include all of the information required for full annual financial statements, and should be read in conjunction with the Group financial statements as at, and for, the year ended 30 June 2011.

This condensed set of financial statements was approved by the Board of Directors on 21 February 2012.

Significant Accounting Policies

As required by the Disclosure and Transparency Rules of the Financial Services Authority, the condensed set of financial statements has been prepared applying the accounting policies and presentation that were applied in the preparation of the Company's consolidated financial statements for the year ended 30 June 2011, except where new or revised accounting standards have been applied.

Estimates and Judgements

The preparation of a condensed set of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

New and Revised Standards

The following standards/revisions to standards and interpretations are applicable to the Group and have been adopted as they are mandatory for the year ending 30 June 2012.

– IAS 24 'Related Party Disclosures (revised 2009)'

Improvements to IFRS

  • IFRS 7 'Financial Instruments: Disclosures' Amendments to Disclosures
  • IAS 1 'Presentation of Financial Statements' Presentation of Statement of Changes in Equity
  • IAS 34 'Interim Financial Reporting' Significant Events and Transactions

2. Segmental Analysis

The Group has four reportable segments, as discussed below, which are based on information provided to the Board of Directors, which is deemed to be the Group's chief operating decision maker. Several operating segments which have similar economic characteristics have been aggregated into the reporting segments.

The Services segment comprises National Veterinary Services, NationWide Laboratories and Cambridge Specialist Laboratory Services. The segment serves UK veterinary practices in both the companion animal and livestock sectors.

The European Pharmaceuticals segment comprises Dechra Veterinary Products EU and Dales. It operates internationally and is unique in having its sole area of specialisation in companion animal products.

The US Pharmaceuticals segment consists of Dechra Veterinary Products US which sells companion animal pharmaceuticals into that territory.

The Pharmaceuticals research and development segment includes all of the Group's pharmaceutical research and development activities.

Six months ended
31.12.11 31.12.10 30.06.11
£'000 £'000 £'000
Revenue by segment
Services — total 159,500 148,592 296,258
— intersegment (260) (102) (190)
European Pharmaceuticals — total 48,281 43,677 89,287
— intersegment (7,241) (6,435) (12,225)
US Pharmaceuticals 9,231 6,476 16,107
209,511 192,208 389,237
Operating profit/(loss) by segment
Services 5,397 6,349 13,087
European Pharmaceuticals 12,780 10,436 22,506
US Pharmaceuticals 2,302 1,846 4,838
Pharmaceuticals research and development (2,405) (2,456) (5,221)
Segment operating profit 18,074 16,175 35,210
Corporate and other unallocated costs (1,895) (1,700) (3,387)
Underlying operating profit 16,179 14,475 31,823
Amortisation of acquired intangibles (5,190) (3,871) (8,938)
Rationalisation costs (49) (474)
Acquisition costs (575) (693)
Total operating profit 10,989 9,980 21,718
Finance income 290 1,200 2,144
Finance expense (2,335) (2,151) (5,348)
Profit before taxation 8,944 9,029 18,514
Total liabilities by segment
Services (47,865) (42,073) (58,337)
European Pharmaceuticals (13,415) (14,401) (14,465)
US Pharmaceuticals (14,527) (14,568) (13,837)
Pharmaceuticals research and development (249) (129) (654)
Segment liabilities (76,056) (71,171) (87,293)
Corporate loan and revolving credit facility (60,700) (66,850) (63,814)
Corporate accurals and other payables (2,552) (541) (2,094)
Current and deferred tax liabilities (16,528) (16,652) (18,834)
(155,836) (155,214) (172,035)

Notes to the Financial Statements

for the six months ended 31 December 2011

3. Finance Income

Six months ended Year ended
31.12.11 31.12.10 30.06.11
Recognised in the income statement £'000 £'000 £'000
Finance income arising from:
— cash and cash equivalents 135 431 1,113
— derivatives at fair value through profit or loss 155 189
— foreign exchange gains 573 999
— loans and receivables 7 32
290 1,200 2,144

4. Finance Expense

Six months ended
31.12.11 31.12.10 30.06.11
Underlying £'000 £'000 £'000
Finance expense arising from:
— financial liabilities at amortised cost 1,386 1,760 3,898
— foreign exchange losses 750
Underlying finance expense 2,136 1,760 3,898
Non-underlying
Loss on extinguishment of debt 391 1,256
Unwinding of discounts on deferred and contingent consideration 199 194
Non-underlying finance expense 199 391 1,450
Total finance expense 2,335 2,151 5,348

5. Income Tax Expense

The tax charge for the six months ended 31 December 2011 has been based on the estimated effective rate for the year ending 30 June 2012 of 25.0% (six months ended 31 December 2010: 26.0%, year ended 30 June 2011: 24.3%).

6. Dividends

The final dividend for the year ended 30 June 2011 of 8.40p per share costing £5,584,000 has been paid in the period.

The Directors have declared an interim dividend of 4.10p per share (2010: 3.70p) costing £2,738,000 (2010: £2,457,000). It is payable on 10 April 2012 to Shareholders whose names are on the Register of Members at close of business on 9 March 2012. The ordinary shares will become ex dividend on 7 March 2012.

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 2012.

7. Earnings per Share

Earnings per ordinary share have been calculated by dividing the profit attributable to equity holders of the parent after taxation for each financial period by the weighted average number of ordinary shares in issue during the period.

Six months ended
31.12.11 31.12.10 Year ended
30.06.11
Pence Pence Pence
Basic earnings per share
— underlying* 15.86 15.60 34.33
— basic 10.09 10.10 21.33
Diluted earnings per share
— underlying* 15.82 15.51 34.22
— diluted 10.06 10.05 21.26
The calculations of basic and diluted earnings per share are based upon: £'000 £'000 £'000
Earnings for underlying basic and underlying diluted earnings per share calculations 10,548 10,315 22,748
Earnings for basic and diluted earnings per share 6,708 6,681 14,134
No. No. No.
Weighted average number of ordinary shares for basic earnings per share 66,489,328 66,137,989 66,253,477
Impact of share options 202,109 361,933 221,013
Weighted average number of ordinary shares for diluted earnings per share 66,691,437 66,499,922 66,474,490

* Underlying measures exclude non-underlying items as defined on the Condensed Consolidated Income Statement.

8. Underlying Operating Profit and Profit Before Taxation

Six months ended Year ended
31.12.11 31.12.10 30.06.11
£'000 £'000 £'000
Operating profit
Underlying operating profit is calculated as follows:
Operating profit 10,989 9,980 21,718
Amortisation of intangible assets acquired as a result of business combinations 5,190 3,871 8,938
Expenses of the acquisition of DermaPet Inc. 468 585
Expenses of the acquisition of Genitrix Limited 107 108
Rationalisation costs 49 474
Underlying operating profit 16,179 14,475 31,823
Profit before taxation
Underlying profit before taxation is calculated as follows:
Profit before taxation 8,944 9,029 18,514
Amortisation of intangible assets acquired as a result of business combinations 5,190 3,871 8,938
Expenses of the acquisition of DermaPet Inc. 468 585
Expenses of the acquisition of Genitrix Limited 107 108
Rationalisation costs 49 474
Unwinding of discounts on deferred and contingent consideration 199 194
Loss on extinguishment of debt 391 1,256
Underlying profit before taxation 14,333 13,915 30,069

Notes to the Financial Statements

for the six months ended 31 December 2011

9. Analysis of Net Borrowings
As at As at As at
31.12.11 31.12.10 30.06.11
£'000 £'000 £'000
Bank loans and overdraft (60,656) (66,759) (63,746)
Finance leases and hire purchase contracts (546) (978) (841)
Cash and cash equivalents 15,131 18,089 30,496
(46,071) (49,648) (34,091)

10. Acquisition of Genitrix Limited

During the period the Group paid a further £500,000 in respect of the acquisition of Genitrix Limited on the achievement of a milestone target. The maximum further consideration payable is £300,000.

11. Foreign Exchange Rates

The following exchange rates have been used in the translation of the results of foreign operations:

Average rate for
the six months ended Closing rate
31.12.11 31.12.10 at 31.12.11
Danish krone 8.5769 8.81435 8.8698
US dollar 1.5919 1.56584 1.5453
Euro 1.1521 1.18274 1.1933

12. Post Balance Sheet Events

Acquisition of HY-50

On 31 January 2012 the Group acquired the worldwide rights (excluding Canada) to HY-50, an equine lameness product. The total consideration was 8.03 million Canadian dollars (£5.1 million) which was paid in cash on completion.

The fair value of the asset acquired has been provisionally assessed at £5.1 million which has been allocated to product rights.

13. Related Party Transactions

There have been no new related party transactions that have taken place in the first six months of the current financial year.

Independent Review Report to Dechra Pharmaceuticals PLC

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 31 December 2011 which comprises the Condensed Consolidated Income Statement, the Condensed Consolidated Statement of Comprehensive Income, the Condensed Consolidated Statement of Financial Position, the Condensed Consolidated Statement of Changes in Shareholders' Equity, the Condensed Consolidated Statement of Cash Flows and the related explanatory notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

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 Disclosure and Transparency Rules ("the DTR") of the UK's Financial Services Authority ("the UK FSA"). 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 than the Company for our review work, for this report, or for the conclusions we have reached.

Directors' Responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the halfyearly financial report in accordance with the DTR of the UK FSA.

As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the EU. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.

Our Responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 31 December 2011 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the DTR of the UK FSA.

Graham Neale for and on behalf of KPMG Audit Plc Chartered Accountants 21 February 2012

One Snowhill Snow Hill Queensway Birmingham B4 6GH

Trademarks

Trademarks appear throughout this document in italics. Dechra and the Dechra 'D' logo are registered Trademarks of Dechra Pharmaceuticals PLC. The Malaseb Trademark is used under licence from Dermcare-Vet Pty. Ltd.

Dechra House Jamage Industrial Estate Talke Pits, Stoke-on-Trent Staffordshire, ST7 1XW England

T: +44 (0) 1782 771100 F: +44 (0) 1782 773366 E: [email protected]

Registered in England No. 3369634

www.dechra.com