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Virbac Interim / Quarterly Report 2010

Aug 31, 2010

1753_ir_2010-08-31_04915d01-11ad-4547-b52c-014c0818ea91.pdf

Interim / Quarterly Report

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HALF YEARLY FINANCIAL REPORT (Ended June, 30 2010)

I. HALF YEARLY MANAGEMENT REPORT AS OF JUNE 30, 20103
1. KEY EVENTS OF FIRST SEMESTER3
2. GENERAL OVERWIEW OF VIRBAC FINANCIAL SITUATION AND PROFITS3
3. TURNOVER BREAKDOWS 4
4. DESCRIPTION OF MAIN RISKS AND UNCERTAINTIES FOR THE SIX COMING MONTHS5
5. TRANSACTION WITH RELATED PARTY5
II. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS6
1. FINANCIAL STATEMENTS 6
1.1. Balance sheet (statement of financial position) 6
1.2. Income statement7
1.3. Statement of comprehensive income7
1.4. Cash flow statement 8
1.5. Statement of change in cash position 9
1.6. Statement of change in shareholders' equity 9
2. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 11
2.1. Accounting policies and methods11
2.2. Notes15
A1 – Goodwills 15
A2. Intangibles assets 16
A3. Tangible assets17
A4. Share in companies accounted for by the equity method18
A5. Inventory and work in progress 19
A6. Trade receivables20
A7. Other financial liabilities 21
A8. Trade payables22
A9. Revenue from ordinary activities22
A10. Others non-recurring income and expenses23
A11. Financial income and expenses 24
A12. Income tax 24
A13. Result per share 25
A14. Treasury shares25
A15. Operational sectors 25
A16. Information on related parties26
A17. Scope of consolidation28
III. CERTIFICATE
OF
THE
PERSON
RESPONSIBLE
FOR
THE
HALF
YEARLY
IV. STATUTORY AUDITORS' REPORT ON THE FIRST HALF YEARLY FINANCIAL
INFORMATION30

I. HALF YEARLY MANAGEMENT REPORT AS OF JUNE 30, 2010

1. KEY EVENTS OF FIRST SEMESTER

On January 5th, 2010, Virbac has entered into a strategic alliance in food-producing animals vaccines by taking a 30% shareholding in the Uruguayan laboratory Santa Elena for an amount of USD 3.7 million. This company is established in Uruguay since more than 50 years and enjoys a large expertise in the development and manufacturing of vaccines, essentially for bovine, which are marketed in Uruguay and Latin American countries. Its revenues reached 7 million US dollars in 2009.Virbac will have the possibility to ultimately acquire whole of the capital stock of Santa Elena.

With this alliance, Santa Elena will be able to use the solid commercial platform brought by Virbac and introduce its vaccines range in many markets abroad. Virbac on its side will benefit from Santa Elena's skills and know-how in biology to help building up a development and manufacturing base for food-producing animals vaccines, allowing Virbac's entry into this market segment.

On January 29th, 2010, Virbac signed an agreement with Pfizer to acquire certain veterinary products and related assets, including a manufacturing facility, in Australia. The transaction was for a sum of AUD 11.7 million excluding acquisition and fiscal costs. The agreement has been approved by the Australian Competition and Consumer Commission; it was part of the divestment required by the Commission in connection with Pfizer's recent acquisition of Wyeth, including its Fort Dodge Animal Health business. Virbac has acquired rights to a portfolio of livestock products historically marketed in Australia by Fort Dodge Animal Health for use in farm animals, primarily cattle and sheep. The portfolio includes parasiticides (80% of sales) and vaccines (20%) that achieved net sales of approximately 36 million Australian dollars in 2009. This new portfolio will perfectly fit and complement the current range of products that Virbac Australia is bringing to its customers.

This acquisition constitutes a business combination within the meaning of revised IFRS 3 and is recorded as such in the present consolidated financial statements. The difference between the acquisition cost of the assets and their fair value is a negative goodwill of 11.5 million euros recorded as non recurring income in the income statement.

Consolidated number (in million Euros) First half 2010 First half 2009 Change 2010 / 2009
Revenue from ordinary activities 284.1 225,5 26,00%
Growth at constant exchange rates 19,60%
Pro-forma growth at constant exchange rates 14,40%
Current operating result 41.7 24.8 68,40%
As a % of revenue 14,70% 11,00%
Operating result 52,2 24,8 110,80%
Net profit - Group share 38 15.5 145,70%

2. GENERAL OVERWIEW OF VIRBAC FINANCIAL SITUATION AND PROFITS

Net sales rose by 26% thanks to the sustained growth of all geographical areas, the integration of the Australian acquisition and a favourable exchange rate impact. Current operating result amounted to € 41,7 million, up 68,4% compared with the previous financial year thanks to the activity growth, the improvement of the gross profit rate and a controlled increase of expenses. The increase of the operating result is definitely higher than current operating result due to the booking of € 11.5 million corresponding to the difference between acquisition cost of the Australian assets and their fair value.

Financial expenses were € 1 million compared to € 1,5 million the previous year thanks to the reduction of the debt cost.

The Net profit – Group share amounted to € 38 million, up 145,7%.

Financial position :

The Group's net debt amounted to € 37,6 million against € 33,8 million at December 31, 2009, an increase of 11,2%.

The good generation of cash flow and the control of working capital have allowed, despite the Australian acquisition, limiting the seasonal increase of net debt to a much lower level than in previous years.

On 23rd December 2003, Virbac arranged an € 100 million seven-year credit facility with a banking pool. At 31st December 2009, the second repayment took place and the maximum amount was thus set at € 70 million until 23rd December 2010.

In July 2010, the Group arranged and put in place with a banking pool the refinancing of this line, through a new € 220 million 5 years credit facility extendible to six years.

Full year outlook :

Based of the first half performance, annual organic growth should exceed the 5 to 7% range announced earlier this year and could reach 8 to 10%. Besides, the successful integration of the Australian acquisition and the favourable exchange rates impact will continue to accelerate revenue growth. Current operating profit ratio, which has reached 12.5% in 2009, should exceed the +0.5% targeted improvement previously announced.

3. TURNOVER BREAKDOWS

Per Activity

Consolidated number (in millions Euros) First half 2010 First half 2009 Change Change
(at constant (at constant rate
rate) and scope)
Companion Animals 170.5 138.4 23.20% 19,20%
Food Producing Animals 107,4 82,3 30,50% 5,50%
Others Activities 6.2 4.8 30.40% 27,40%
TOTAL 284.1 225.5 26,00% 14,40%

Companion animals

The organic growth in companion animals was very strong (+19.2%), accelerated by the one-off impact, on half year sales of the sell-in right at the beginning of the season of parasiticides based on Fipronil, Effipro and Fiproline, in Europe and the growth of Iverhart, in the United States, supported by its listing with new distributors at the beginning of year.

Food producing animals

The Food producing animals segment show a good organic growth (+5.5%), with a contrast between the bovine area, growing by 9.7%, and the industrial breeding (swine and poultry), down -4.2% due to a market situation remaining difficult in Europe.

Others activities

These businesses, which accounted for 2.2% of sales, involved markets of lesser strategic importance for the Group and mainly included contract manufacturing in the United States.

Area / $M\epsilon$ 2010 2009 Change $(\%)$ Change
(at constant rate)
France 52,9 45,7 15,60% 15,60%
Europe excluding France 89,7 80 12,10% 11,40%
North America 44 35,7 23,00% 22,00%
Latin America 17,4 13,6 27,40% 12,50%
Africa - Middle East 14.7 11.6 26,70% 6,70%
Asia 33,3 26.2 27,40% 19,20%
Pacific 32,1 12.6 155,30% 100,00%
TOTAL 284.1 225.5 26,00% 19,60%

Per area

On a half-year basis, all regions record a double digit organic growth. Major factors contributing to this performance are :

  • In Europe, the sell-in right at the beginning of the season of the parasiticides based on Fipronil, Effipro and Fiproline, combined with the good performance of product ranges for companion animals, as well as a recovery in the food producing animals business;

  • In the United States, the growth of Iverhart, supported by its listing with new distributors at the beginning of year, together with the very positive evolution of products in dermatology, dental care and other specialties; - In other regions, the sustained level of sales both in the food producing animals market, in particular in emerging countries and in Australia, and in the companion animals market (Japan).

In Australia, the integration of products acquired from Pfizer is going on as planned and has led Virbac to rank second in this market.

4. DESCRIPTION OF MAIN RISKS AND UNCERTAINTIES FOR THE SIX COMING MONTHS

The estimation of risks and their potential impact on the financial situation of the company for 2010 has not changed from what was described in the notes to the financial statements at December 31, 2009.

5. TRANSACTION WITH RELATED PARTY

Information on related parties is detailed in the A35 notes to the financial statements 2009. No significant changes were found in the first half of 2010. Related parties do not have any significant impact on the semester.

II. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. FINANCIAL STATEMENTS

1.1. Balance sheet (statement of financial position)

€ thous ands Notes 2010.06 2009.12
Goodwills A1 89 965 84 300
Intangible assets A2 87080 81 947
Tangible assets A3 93 463 76 961
Other financial assets 1 136 953
Investments accounted for by the equity method A4 3458 494
Deferred tax assets 3 869 3 466
Non-current asset 278 971 248 121
Inventories and work-in process A5 94 397 70 633
Trade receivables A6 99 281 75 006
Other financial assets 1 0 0 5 568
Other receivables 28 24 9 26 073
Cash and cash equivalents 20 846 14 069
Assets held for sale
Current asset 243 778 186 349
Asset 522 749 434 470
Shared capital 10 893 10 893
Reserves attributable to the owners of the parent company 269 065 222 712
Capital and reserves attributable to the owners of the parent company 279 958 233 605
Minority interests 2 501 2 595
Total equity 282 459 236 200
Deferred tax liabilities 11 916 8 666
Provisions for employee benefits 9 2 6 9 7597
Other provisions 2 3 8 8 1 4 7 5
Other financial liabilities A7 41 170 34 533
Other payables 10 903 10 691
Non-current liability 75 646 62 962
Other provisions 297 305
Trade payables Αδ 71 299 54 459
Other financial liabilities A7 17 309 13 376
Other payables 75 739 67 168
Current liability 164 644 135 308
Liability 522 749 434 470

1.2. Income statement

€ thousands Notes 2010.06 2009.06 Variation
Revenue from ordinary activities A9 284 087 225 497 26%
Purchases consumed $-91066$ $-72459$
External expenses $-63,704$ $-53952$
Personnel costs $-72137$ $-62138$
Taxes and duties $-5849$ $-4941$
Dépréciations and provisions $-10244$ $-5930$
Other operating income and expenses 633 $-1303$
Current operating result 41 720 24 774 68,4%
Other non-recurring income and expenses A10 10 499
Operating result 52 219 24 774 110,8%
Financial income and expenses A11 $-1037$ $-1.532$
Result before tax 51 182 23 24 2 120,2%
Income tax A12 $-12.569$ $-7324$
Share from company's result using the equity accounting method $-179$ $-14$
Result for the period 38 434 15 904 141,7%
- attributable to the owners of the parent company 38 032 15 477 145,7%
- attributable to minority interests 402 427 $-5,9%$
Result attributable to the owners of the parent company, per share A13 4,38€ 1,78 € 145.6%
Result attributable to the owners of the parent company, diluted per share A13 4,38€ 1,78€ 145.6%

1.3. Statement of comprehensive income

$$$ thousands 2010.06 2009.06 Variation
Result for the period 38 4 34 15 904 141,7%
Change in asset revaluation reserve $\overline{\phantom{0}}$
Actuarial gains and losses
Conversion gains and losses 20 652 4 1 2 5
Gains and losses from revaluation of financial assets available for sale
Effectives portion of gains and losses on hedging instruments -946 $-570$
Other items of comprehensive income (before tax) 19 706 3 5 5 5 454.3%
Tax on other elements of comprehensive income
Share from the other elements of the company's comprehensive income 326 196
using the equity accounting method
Comprehensive income 58 466 19 655 197,5%
- attributable to the owners of the parent company 57 999 19 220 201,8%
- attributable to minority interests 467 435 7,4%

1.4. Cash flow statement

$$$ thousands 2010.06 2009.06
Result for the periode 38 434 15 904
Elimination of share of result using the equity accounting method 179 14
Elimination of depreciation and provisions 11 565 6 546
Elimination deferred tax change $-1.562$ 1 902
Elimination of gain and losses on disposals $-28$ 4
Other non-cash income and expenses $-10194$ 659
Cahs flow 38 394 25 029
Impact of net change in inventories -13 712 -2357
Impact of net change in trade receivables $-18690$ -2 778
Impact of net change in trade payables 12486 -571
Impact of net change in other receivables and payables 1439 $-13908$
Impact of change in working capital requirements $-18477$ $-19614$
Net financial interest paid 724 2 006
Net cash flow generated by operating activities 20 641 7421
Acquisition of intangibles assets $-1013$ -636
Acquisition of tangibles assets $-7665$ -9 844
Disposal of intangible and tangible assets 230. 133
Change in financial assets -56 42
Change in debts relative to acquisitions
Acquisitions of subsidiaries or activities $-12470$
Disposals of subsidiaries or activities
Dividends received
Net cash allocated to investments $-20974$ $-10305$
Dividends paid by the parent company
Dividends paid to the minority interests -444 -448
Change in treasury shares $-430$ 1 139
Increase/decrease of capital
Debt issues 8 2 9 2 20 208
Repayments of debt -2137 $-14995$
Net financial interest paid $-724$ -2 006
Net cash from financing activities 4 5 5 7 3898
Change in cash position 4 2 2 4 1014

1.5. Statement of change in cash position

€ thousands 2010.06 2009.06
Cash and cash equivalents 14 069 8 4 1 4
Banks overdrafts -9 675 $-15468$
Accrued interest not yet matured -35 $-109$
Opening net cash position 4 3 5 9 $-7163$
Cash and cash equivalents 20 846 13 289
Banks overdrafts $-10248$ $-18855$
Accrued interest not yet matured $-45$ $-55$
Closing net cash position 10 553 -5 621
Impact of tranlation adjustments 1970 528
Change in cash position 4 2 2 4 1 0 14

1.6. Statement of change in shareholders' equity

Issued
capital
Share
premiums
Reserves Conversion Result for
reserves the period
Equity
attributable to
the owners of the
Minority
interests
Equity
€ thous ands parent company
Equity at 31/12/2008 10 893 6 5 3 4 161 725 $-16140$ 35 408 198 420 2 5 9 3 201 013
2008 allocation of net result $\qquad \qquad -$ 35 408 $\overline{\phantom{0}}$ $-35408$
Distribution of dividends $\overline{\phantom{a}}$ $-10403$ $-10403$ $-828$ $-11231$
Treasury shares $\overline{\phantom{a}}$ 1736 ٠ 1736 $\overline{\phantom{a}}$ 1736
Scope movements $\overline{a}$ 4 4 $-4$
Others variations
Comprehensive income $\overline{\phantom{a}}$ 227 4 8 0 5 38 816 43848 834 44 682
Equity at 31/12/2009 10 893 6 5 3 4 188 697 -11 335 38 816 233 605 2 5 9 5 236 200
2009 allocation of earnings $\overline{\phantom{a}}$ 38 816 $-38816$
Distribution of dividends $\overline{\phantom{0}}$ $-11503$ $-11503$ $-561$ $-12064$
Treasury shares $\overline{a}$ $-143$ $\overline{\phantom{0}}$ $-143$ $-143$
Scope movements
Others variations $\overline{\phantom{a}}$ $\overline{\phantom{0}}$
Comprehensive income $-620$ 20 587 38 032 57 999 467 58 466
Equity at 30/06/2010 10 893 6 5 3 4 215 247 9 25 2 38 032 279 958 2 501 282 459

Comparative information as of June 30, 2009

Issued
capital
Share
premiums
Reserves Conversion Result for
reserves the period
Equity
attributable to
Minority
interests
Equity
the owners of the
$$\epsilon$$ thous ands parent company
Equity at 31/12/2008 10 893 6 5 3 4 161 725 $-16140$ 35 408 198 420 2 5 9 3 201 013
2007 allocation of earnings $\overline{\phantom{a}}$ 35 408 $\overline{\phantom{0}}$ $-35408$ $\qquad \qquad$
Distribution of dividends $\overline{\phantom{a}}$ $-10456$ - $-10456$ $-828$ $-11284$
Treasury shares ٠ $\overline{\phantom{a}}$ 1 3 3 2 ٠ $\overline{\phantom{0}}$ 1332 $\overline{\phantom{a}}$ 1332
Scope movements $\overline{\phantom{0}}$ $\overline{\phantom{0}}$ - $\overline{\phantom{a}}$
Others variations $\overline{\phantom{0}}$ $\overline{\phantom{a}}$ 35 $\overline{\phantom{0}}$ $\overline{\phantom{0}}$ 35 $-3$ 32
Comprehensive income $\overline{a}$ - $-374$ 4 1 1 7 15477 19 220 435 19 655
Equity at 30/06/2009 10 893 6 5 3 4 187 670 $-12023$ 15477 208 551 2 197 210 748

2. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2.1. Accounting policies and methods

General information

Virbac is the world's leading independent laboratory dedicated exclusively to animal health, with a comprehensive range of products for both companion and food producing animals.

Virbac's shares have been listed on the second market of the Paris stock exchange (compartment B of Eurolist). Virbac is a French limited company with a management structure comprising a management board and supervisory board (société anonyme à directoire et conseil de surveillance). Its trade name is "Virbac". The company was formed in Carros in 1968. Under the company's current Memorandum and articles of association, its duration is set to expire on 2 January 2028, subject to any further extension thereof. The registered office is located at 1ère avenue 2065 LID, 06511 Carros. The company is registered on the Grasse trade and companies register under number 417350311 RCS Grasse.

The 2010 condensed half yearly consolidated financial statements were prepared by the Executive board on 30 August 2010.

The following notes to the financial statements form an integral part of the consolidated financial statements.

Material events of the period

The major events occurring during the first semester are as follows :

On January 5th, 2010, Virbac has entered into a strategic alliance in food-producing animals vaccines by taking a 30% shareholding in the Uruguayan laboratory Santa Elena for an amount of USD 3.7 million. This company is established in Uruguay since more than 50 years and enjoys a large expertise in the development and manufacturing of vaccines, essentially for bovine, which are marketed in Uruguay and Latin American countries. Its revenues reached 7 million US dollars in 2009.Virbac will have the possibility to ultimately acquire whole of the capital stock of Santa Elena.

With this alliance, Santa Elena will be able to use the solid commercial platform brought by Virbac and introduce its vaccines range in many markets abroad. Virbac on its side will benefit from Santa Elena's skills and know-how in biology to help building up a development and manufacturing base for food-producing animals vaccines, allowing Virbac's entry into this market segment.

On January 29th, 2010, Virbac signed an agreement with Pfizer to acquire certain veterinary products and related assets, including a manufacturing facility, in Australia. The transaction was for a sum of AUD 11.7 million excluding acquisition and fiscal costs. The agreement has been approved by the Australian Competition and Consumer Commission; it was part of the divestment required by the Commission in connection with Pfizer's recent acquisition of Wyeth, including its Fort Dodge Animal Health business. Virbac has acquired rights to a portfolio of livestock products historically marketed in Australia by Fort Dodge Animal Health for use in farm animals, primarily cattle and sheep. The portfolio includes parasiticides (80% of sales) and vaccines (20%) that achieved net sales of approximately 36 million Australian dollars in 2009. This new portfolio will perfectly fit and complement the current range of products that Virbac Australia is bringing to its customers.

This acquisition constitutes a business combination within the meaning of revised IFRS 3 and is recorded as such in the present consolidated financial statements. The difference between the acquisition cost of the assets and their fair value is a negative goodwill of 11.5 million euros recorded as non recurring income in the income statement.

Post-balance sheet events

In July 2010, the Group arranged and put in place with a banking pool the refinancing of this line, through a new € 220 million 5 years credit facility extendible to six years.

Scope of consolidation

The condensed interim financial statements for the semester ended 30 June 2009 comprise the financial statements of those companies that Virbac, de jure or de facto, directly or indirectly controls. A list of the consolidated companies is provided in the notes to the financial statements.

Changes in scope during the period is relating to the acquisition of a stake by Virbac up to 30% in an Uruguayan company Santa Elena. This entity is consolidated following the equity method.

Accounting principles applied

The Virbac Group's consolidated financial statements were drawn up in line with the international accounting standards as adopted by the European Union (accounting basis available on the ec.europa.eu website). The international accounting standards include the IFRS, IAS (International Accounting Standards) and their SIC (Standards Interpretations Committee) and IFRIC (International Financial Reporting Interpretations Committee) interpretations.

The half-year condensed financial statements as of June 30, 2010, are presented and have been prepared in accordance with standard IAS 34 « Interim Financial Reporting ». The condensed interim financial statements don't include the whole information required by the IFRS reference system. They should be analyzed with the consolidated statements of the previous year's balance sheet date, as of December 31, 2009.

The accounting principles applied to the condensed consolidated financial statements are identical to the ones applied to the preparation of the consolidated statements of the previous year's balance sheet date, as of 31 December 2009.

For the presentation of the condensed consolidated financial statements as of June 30, 2010, the Group applied all the standards and interpretations in force at European level applicable for fiscal years beginning on January 1st, 2010.

These standards and interpretations are as follows:

IFRS 3 revised, "business combinations", applicable to periods beginning on or after 1st January 2010;

IFRS 2 amended, "posting of spent treasury plans within the Group", applicable to periods beginning on or after 1 st January 2010;

IAS 27 revised, "consolidated and individual financial statements", applicable to periods beginning on or after 1 st July 2009;

IAS 39 amended, "exposures eligible for hedge accounting", applicable to periods beginning on or after 1st July 2009;

IFRIC 12, "concessions", applicable to periods beginning on or after 29 March 2009;

IFRIC 15, "agreements for the construction of an intangible asset" applicable to periods beginning on or after 1st January 2010;

IFRIC 16, "hedging of a net investment in an activity abroad", applicable to periods beginning on or after 1st July 2009;

IFRIC 17, "distribution of non-monetary assets to shareholders", applicable to periods beginning on or after 1st November 2009;

IFRIC 18, "transfer of assets to clients", applicable to periods beginning on or after 1st November 2009;

As of the date of approval of these consolidated financial statements, the following standards and interpretations had been published by the IASB (International Accounting Standards Board) but not yet adopted by the European Union or not applicable in advance because of their contradictory nature to the current accounting basis :

IFRS 1 amended, "first application of the IFRS for the first IFRS adoptions", applicable to periods beginning on or after 1st January 2010;

IFRS 9, "financial instruments", applicable to periods beginning on or after 1 January 2013;

IAS 24 revised, "information to provide to associated parties", applicable to periods beginning on or after 1st January 2011;

IAS 32 amended, "classification of share subscriptions", applicable to periods beginning on or after 1 February 2010;

IFRS 1 amended, "limited exemption from comparative IFRS 7 disclosures", applicable to periods beginning on or after 1st July 2010;

IFRIC 14 amended, "prepayments of a minimum funding requirement", applicable to periods beginning on or after 1st January 2011;

IFRIC 19, "Extinguishing Financial Liabilities with Equity Instruments", applicable to periods beginning on or after 1st July 2010;

The Group parent company is currently analysing the practical consequences of these new standards and interpretations and the impact of their application on the financial statements. Where necessary, the Group will apply these standards in its financial statements when adopted by the European Union.

Consolidations rules

Consolidation method

The financial statements of companies under the exclusive control of Virbac are fully consolidated.

Those companies over which Virbac exercises joint control or significant influence are accounted for by the equity method.

All companies have been consolidated on the basis of financial statements drawn up to 30 June 2010.

Translation of financial statements

The functional currency of the Group's foreign subsidiaries is their local currency, except for Santa Elena company in Uruguay the functional currency of which is the American dollar.

The financial statements of foreign companies whose functional currency is not the euro are translated in accordance with the following principles:

  • balance sheet items are translated at the exchange rate ruling on the balance sheet date. The translation adjustment resulting from the use of a different exchange rate on opening shareholders'equity is recorded in shareholders' equity in the consolidated balance sheet;
  • income statement items are translated at the average rate for the financial year. The translation adjustment resulting from the use of an exchange rate that is different from the balance sheet rate is recorded in shareholders' equity in the consolidated balance sheet.

Elimination of inter-company transactions

All operations between Group companies fully consolidated are eliminated.

Regarding other intra-group transactions:

  • unrealised gains on inventories and fixes assets purchased from other Group companies are eliminated;
  • intra-Group dividend payments are recorded in reserves at their gross amount.

The transfer prices used between Group subsidiaries are the prices that would have been used in arms' length transactions with third parties.

Estimations

The financial statements preparation required the use of estimations and assumptions, which could have an effect on assets, liabilities, revenues and expenses registered.

These estimations and assumptions, based on the available information at the semester closing date, could impact :

Acquisition price

Some acquisition contracts relating to company regrouping or the purchase of intangible assets, include a clause likely to change the price of the acquisition, depending on the objectives associated with financial income, the obtainment of marketing authorisation, or results of efficacy testing.

In this case, the Group should estimate, at the close of the financial year, the acquisition price based on the most realistic assumptions for achieving these objectives.

Tax charge

The Group tax charge is calculated on the basis of the recognized tax rate estimated for the period. This rate, fixed using the effective tax rates in the fiscal entities of the Group, is applied to the profit before tax.

2.2. Notes

A1 – Goodwills

Gross value Impairement Accounting Increases Disposals Impairment Transfers Conversion Accounting
as at of value as at value as at of value gains and value as at
31/12/2009 31/12/2009 31/12/2009 losses 30/06/2010
in $\epsilon$ thousands
Virbac 724 $-274$ 450 450
Virbac France 634 $-634$ $\bf{0}$ $\overline{\phantom{0}}$ $\bf{0}$
Virbac Nederland BV 1877 $-272$ 1605 $\sim$ 1 605
Virbac SRL 1 5 8 5 1585 1585
Virbac do Brasil Industria e Comercio Ltda 21 21 $\overline{\phantom{0}}$ 21
Virbac Danmark A/S 4 643 4 643 4 643
Virbac Nutrition 7 $\overline{\phantom{a}}$ 7 $\overline{\phantom{a}}$ 7
Dog N'Cat International 43 $\overline{\phantom{a}}$ 43 $\overline{\phantom{0}}$ 43
Bio Veto Test 6 1 7 7 $\overline{\phantom{a}}$ 6 177 $\overline{\phantom{a}}$ 6.177
Francodex Santé Animale 1677 $-1677$ $\sim$ 0
Virbac Hellas SA 1 2 6 8 1 2 6 8 1268
Animedica SA 90 $\overline{\phantom{0}}$ 90 $\overline{\phantom{a}}$ 90
Virbac Korea Co. Ltd 130 $\overline{\phantom{0}}$ 130 $\overline{\phantom{a}}$ 130
Virbac (Thailand) Co. Ltd 247 247 51 298
Virbac Colombia Ltda 387 $\overline{\phantom{a}}$ 387 $\overline{\phantom{a}}$ 387
Virbac Japan Co. Ltd 352 $\overline{\phantom{a}}$ 352 352
Laboratorios Virbae Costa Rica SA 11 $\overline{\phantom{0}}$ 11 2 13
Virbac de Portugal Laboratorios Lda 249 $-62$ 187 $\overline{\phantom{a}}$ 187
Virbac Vietnam Co. Ltd 133 $-39$ 94 13 107
Virbac RSA (Proprietary) Ltd 572 $-286$ 286 39 325
Virbac Animal Health India Private Limited 16 831 $\overline{a}$ 16831 2813 19 644
Virbac Corporation 49 680 $-2846$ 46 834 ÷ 2 5 4 7 49 381
Virbac (Australia) Pty Ltd 3 2 4 0 $-312$ 2928 186 3 1 1 4
Virbac New Zealand Limited 279 $-155$ 124 14 138
Goodwill 90 857 $-6,557$ 84 300 ÷. ÷. $\sim$ ÷ 5 665 89 965

No impairment losses in respect of goodwill has been recognised since the opening balance sheet.

A2. Intangibles assets

$$$ thousands Concessions,
patents, licenses
and brands
Other intangible
assets
Total
Gross value as at $31/12/2009$ 91823 33 958 125 781
Acquisitions
Disposals
Changes in scope
Transfers
Conversion gains and losses
2 1 0 4
$-106$
4 699
2793
$-101$
135
1 0 2 2
4897
$-101$
29
5 7 2 1
Gross value as at 30/06/2010 98 5 20 37807 136 327
Depreciation as at 31/12/2009 $-23495$ $-20339$ 43834
Allowances
Reversals
Disposals
Changes in scope
Transfers
Conversion gains and losses
$-2476$
$-1020$
$-1348$
$-570$
-3 824
$-1,590$
Depreciation as at 30/06/2010 $-26991$ $-22256$ -49 247
Net value as at 31/12/2009
Net value as at 30/06/2010
68 3 28
71 5 29
13 619
15 551
81947
87 080

The increase of the intangibles assets is mainly due to the acquisition of Pfizer assets in Australia (€ 2 026 thousand) and Schering-Plough assets in Brazil (€ 1 982 thousand).

A3. Tangible assets

€ thousands Land Constructions Technical
facilities,
materials and
industrial
equipment
Other tangible
assets
Total
Gross value as at $31/12/2009$ 5 0 7 7 84 514 66 413 23 021 179 025
Acquisitions
Disposals
Changes in scope
Transfers
Conversion gains and losses
4 4 0 1
608
1915
733
2 5 0 5
6 0 4 5
$-526$
367
2495
5 7 7 7
$-346$
$-1$ 521
1742
18 13 8
$-872$
-421
7350
Gross value as at 30/06/2010 10 086 89 667 74 794 28 673 203 220
Depreciation as at 31/12/2009 43 969 45 889 $-12206$ $-102064$
Allowances
Reversals
Disposals
Changes in scope
Transfers
Conversion gains and losses
-1989
$-894$
$-2,585$
9
512
10
$-1,552$
$-994$
258
377
$-845$
$-5568$
9
770
387
$-3291$
Depreciation as at 30/06/2010 46852 49 495 $-13410$ $-109$ 757
Net value as at 31/12/2009
Net value as at 30/06/2010
5 0 7 7
10 086
40 545
42 815
20 5 24
25 299
10 815
15 263
76 961
93 463

The increase of the tangibles assets is mainly due to the acquisition of Pfizer assets in Australia for 10 467 k€.

A4. Share in companies accounted for by the equity method

Company's individual accounts using equity method
€ thousands Total balance sheet Sales Result Share on equity Share of result
German company 2 2 1 3 2 101 -622 341 -149
South African company - $-14$ -3
Uruguayan company (Santa Elena) 5 5 3 8 2 5 0 2 -88 3 1 1 6 $-27$
Share in companies using equity method 3458 $-179$

COMPANY : SANTA ELENA

On January 5th, 2010, Virbac has entered into a strategic alliance in food-producing animals vaccines by taking a 30% shareholding in the Uruguayan laboratory Santa Elena for an amount of USD 3.7 million.

The shareholders' agreement signed in connection with the acquisition of 30% of the Santa Elena is considered as a joint-venture agreement and as such must be treated in accordance with IAS31. Following paragraph 38 of IAS 31, Virbac adopted the alternative method in the consolidated financial statement, which allows to apply the equity method of the stake in the joint-venture companies.

The « implicit » goodwill linked to this operation is calculated as follows :

€ thousands Statement value
Investments acquisition
Acquisition fees
2585
94
Investments acquisition cost 2679
Share of the financial statement acquisition 930
Implicit goodwill 1749

The share of the financial statement acquisition is show in detail hereunder :

€ thousands Fair value
Intangible assets 12
Tangible assets 569
Inventories and work-in progress 368
Other receivables 498
Cash 36
Financial liabilities $-263$
Other payables $-291$
Share of the financial statement acquisition 929

A5. Inventory and work in progress

$$\epsilon$$ thous ands supplies Raw material and work in progress Finished goods
and merchandise
Total
Gross value as at $31/12/2009$ 23 312 6339 45 5 86 75 237
Variations
Changes in scope
Transfers
Conversion gains and losses
15 401
1690
1 2 9 6
13
8335
167
4 2 3 3
25 032
167
5936
Gross value as at 30/06/2009 40 403 7 648 58 321 106 372
Depreciation as at 31/12/2009 $-1316$ $-932$ $-2,356$ -4 604
Allowances
Reversals
Changes in scope
Transfers
Conversion gains and losses
$-954$
588
$-79$
$-125$
$-717$
932
$-1,550$
2013
$-7162$
$-317$
$-3221$
3 5 3 3
$-7241$
-442
Depreciation as at 30/06/2010 $-1886$ $-717$ $-9,372$ $-11975$
Net value as at 31/12/2009
Net value as at 30/06/2010
21 996
38 517
5 407
6931
43 230
48 949
70 633
94 397

Apart from the conversion gains and losses, the increase of the inventory and work in progress is mainly due to the growth of the activity and the integration of Pfizer's assets in Australia.

A6. Trade receivables

Trade receivables
€ thousands
Gross value as at $31/12/2009$ 77 700
Variations 18 776
Changes in scope
Transfers
Conversion gains and losses 5766
Gross value as at 30/06/2010 102 242
Depreciation as at 31/12/2009 $-2694$
Allowances $-232$
Reversals 146
Changes in scope
Transfers
Conversion gains and losses $-181$
Depreciation as at 30/06/2010 $-2961$
Net value as at 31/12/2009 75 006
Net value as at 30/06/2010 99 281

Apart from the conversion gains and losses, the increase of the inventory and work in progress is mainly due to the growth of the activity.

A7. Other financial liabilities

Change in other financial liabilities

31/12/2009 Increases Decreases Change in Transfers Translation 30/06/2010
€ thousands scope adjustments
Loans 32 604 7076 $-1196$ 743 39 227
Bank overdrafts $\overline{\phantom{0}}$
Accrued interest liabilities not yet matured $\overline{\phantom{0}}$ $\overline{\phantom{0}}$
Debt relating to leasing contracts 1787 $-202$ $\overline{\phantom{0}}$ $-329$ 104 1360
Employee profit sharing 8 25 3 36
Financial derivative 20 423 $-20$ 423
Others 114 $-5$ 15 124
Other non-current financial liabilities 34 533 7.524 $-1423$ ٠ $-329$ 865 41 170
Loans
2 2 4 8 893 $-84$ 442 3499
Bank overdrafts 9675 197 376 10 248
Accrued interest liabilities not yet matured 35 10 45
Debt relating to leasing contracts 965 53 $-265$ 329 45 1 1 2 7
Employee profit sharing 325 269 $-332$ 12 274
Financial derivative 128 2 1 1 6 $-128$ 2 1 1 6
Others $\qquad \qquad \blacksquare$ $\overline{\phantom{0}}$
Other current financial liabilities 13 376 3538 -809 329 875 17 309
Other financial liabilities 47 909 11 062 $-2232$ ÷ 1740 58 479

Others financial liabilities by maturity

June 30th, 2010

Payments
$$\epsilon$$ thousands $\leq 1$ year $1-5$ years $>$ 5 years
Loans 3499 39 227 $\overline{\phantom{0}}$ 42 726
Bank overdrafts 10 248 10 248
Accrued interest liabilities not yet matured 45 $\overline{\phantom{0}}$ 45
Debt relating to leasing contracts 1 1 2 7 1 3 6 0 - 2487
Employee profit sharing 274 36 310
Financial derivative instruments 2 1 1 6 423 - 2 5 3 9
Others $\overline{\phantom{a}}$ 124 $\overline{\phantom{0}}$ 124
Other financial liabilities 17 309 41 170 58 479

December 31st, 2009

Payments
€ thousands $\leq 1$ year $1-5$ years $>$ 5 years
Loans 2 2 4 8 32 604 $\overline{\phantom{0}}$ 34 852
Bank overdrafts 9 675 $\overline{\phantom{a}}$ $\overline{\phantom{0}}$ 9675
Accrued interest liabilities not yet matured 35 35
Debt relating to leasing contracts 965 1787 - 2 7 5 2
Employee profit sharing 325 8 $\overline{\phantom{0}}$ 333
Financial derivative instruments 128 20 $\overline{\phantom{0}}$ 148
Others $\overline{\phantom{a}}$ 114 114
Other financial liabilities 13 376 34 533 ۰ 47 909

A8. Trade payables

$$$ thous ands 31/12/2009 Variations Changes in
scope
Transfers Conversion gains 30/06/2010
and losses
Current trade payables
Payables on intangible assets
Payables on tangible assets
52 106
1 178
1 175
12 486
36
-22
$\overline{\phantom{0}}$
$\overline{\phantom{a}}$
$\overline{\phantom{0}}$
- 1
$\overline{\phantom{a}}$
$\overline{\phantom{a}}$
4 2 5 4
87
$\blacksquare$
68 845
1 301
1 153
Trade payables 54 459 12 500 4 3 4 1 71 299

Apart from the conversion gains and losses, the increase of the inventory and work in progress is mainly due to the growth of the activity.

A9. Revenue from ordinary activities

€ thousands 30/06/2010 30/06/2009 Variation
Sales of finished goods and merchandise 313 585 246 791 27,1%
Services 57 87 -34,5%
Additional income from the activity 373 333 12,0%
Royalties received 78 246 -68,3%
Gross sales 314 093 247 457 26,9%
Discounts, rebates and refunds on sales $-24$ 585 $-17436$ 41,0%
Expenses deducted from sales -4 046 $-3098$ 30,6%
Settlement discounts $-1213$ -993 22,2%
Provisions for returns $-162$ $-433$ -62,6%
Expenses deducted from sales -30 006 $-21960$ 36,6%
Revenue from ordinary activities 284 087 225 497 26,0%

A10. Others non-recurring income and expenses

€ thousands 30/06/2010
Negative goodwill on assets acquisition in Australia
Revaluation of stocks purchase in Australia
Restructuring fees linked to assets acquisition in Australia
11 514
-528
-487
Other non-recurring income and expenses 10 499

No other income or expenses not from ordinary activities was recognised at June 30, 2010.

Company : Assets acquisition in Australia

On January 29th, 2010, Virbac signed an agreement with Pfizer to acquire certain veterinary products and related assets, including a manufacturing facility, in Australia. The transaction was for a sum of AUD 11.7 million excluding acquisition and fiscal costs.

This acquisition constitutes a business combination within the meaning of revised IFRS 3 and is recorded as such in the present consolidated financial statements. The negative goodwill of this operation is calculated as follows:

€ thousands Statement value
Assets acquisition 10 157
Acquisition fees $-2214$
Assets acquisition cost 7943
Fair value of acquired net assets
Deferred tax liability
23 497
$-4041$
Negative goodwill $-11513$

The assets acquisition are show in detail hereunder :

Book value in Fair value in
seller's accounts consolidated
€ thousands accounts
Intangible assets 2026
Tangible assets 15 5 63 10 4 6 7
Inventories and work-in progress 13 29 1 12 160
Assets acquisition 28 8 54 24 653
Social liabilities $-1156$ $-1156$
Acquired net assets 27 698 23 497

A11. Financial income and expenses

$$\epsilon$$ thousands 30/06/2010 30/06/2009 Variation
Gross cost of financial debt $-1004$ $-2050$ $-51,0%$
Income from cash and cash equivalents 280 44 536,4%
Net cost of financial $-724$ $-2006$ $-63,9%$
Negative foreign exchange losses $-1192$ $-1326$ $-10,1%$
Positive foreign exchange gains 1814 1 3 1 0 38,5%
Change in foreign currency derivatives and interest rate $-1007$ 266 -478,6%
Other financial expenses $-1$ -10 $-90,0%$
Other financial income 73 234 $-68,8%$
Other financial income and expenses $-313$ 474 $-166,0%$
Financial income and expenses $-1037$ $-1,532$ $-32,3%$

A12. Income tax

30/06/2010 30/06/2009
$$$ thousands Base Tax Base Tax
Result before tax 51 182 23 24 2
Adjustment of CIR (Research tax credit) $-2402$ $-2.306$
Adjustment of non-recurring items (including tax) -10 499
Result before tax, adjusted for the CIR 38 281 20 936
Current tax of French companies $-3201$ 1 0 0 9
Current tax of foreign companies $-10930$ $-6431$
Current tax $-14$ 131 -5422
Deferred tax of French companies 2074 $-1098$
Deferred tax of foreign companies $-512$ $-804$
Deferred tax 1562 $-1902$
Total recorded tax $-12,569$ $-7324$
Effective tax rate 32,83% 34,98%
Theoretical tax rate 34,43% 34.43%
Theoretical tax $-13180$ $-7208$
Difference between theoretical tax and recorded tax $-611$ 116

The difference between theoretical tax and recorded tax as of June 30th, 2010 is explained essentially by the differential tax rates abroad up to €620 thousand.

A13. Result per share

$\epsilon$ thousands 30/06/2010 30/06/2009
Earning attributable to the owners of the parent company 38 032 019 € 15 477 024 €
Total number of shares 8 714 352 8 714 352
Impact of dilutive instruments N/A N/A
Number of treasury shares 39 3 7 9 42 9 52
Number of outstanding shares 8 674 973 8 671 400
Earnings attributable to the owners of the parent company, per share 4,38 € 1,78€
Earnings attributable to the owners of the parent company, diluted per share 4,38 € 1,78€

A14. Treasury shares

At 30 June 2010, Virbac held treasury shares to supply, essentially, allocation plans of performance shares. These treasury shares are recognised as a deduction against shareholders' equity.

As certain plans expired during the year, some employees exercised their options. At June 30th, 2010, there were 39 379 treasury shares (compared with 40,673 shares as at December 31st, 2009) with a total value of €2 660 thousand.

A15. Operational sectors

In accordance with IFRS 8, the Group provides industry information as used internally by the chief operating decision maker.

The Group's industry information level is the geographic sector. The breakdown by geographic area is made over seven regions, according to the place of establishment of Group assets:

  • France;
  • Europe (excluding France);
  • Latin America;
  • North America;
  • Asia;
  • Pacific;
  • Africa & Middle East.

The Group's operating activities are organised and managed separately according to the nature of the markets. The two market segments are pets and food producing animals but the latter is not considered as an industry information level for the following reasons:

• nature of the products: the majority of therapeutic segments are common to pets and food producing animals (antibiotics, parasiticides, etc.);

• manufacturing procedures: the production lines are common to both segments and there is no significant difference in sources of supply;

• client type or category: the distinction is made between the ethical (veterinary) and OTC (Over the counter) sectors;

• internal organisation: the management structures in the Virbac Group are organised by geographic area. At the Group level there is no responsibility for segment marketing;

• distribution methods: the main distribution channels depend more on the country than the segment marketing. The sales capacities can be, in some cases, common to both marketing segments;

• nature of the environmental regulations: the regulatory bodies governing marketing authorisations are identical regardless of the segment.

In the information presented below, the sectors correspond to geographic zones (areas where the Group's assets are located).

France Europe Latin North Asia Pacific Africa & Total
$$$ thous ands excl. France America America Middle East
Revenue from ordinary activities 67 614 78 697 16 687 43 848 31 966 32 605 12670 284 087
Operating result 6 4 3 4 10 604 1823 12 236 4 6 5 5 14 310 2 1 5 7 52 219
Result attributable to the owners of the parent company 3 7 8 4 6 776 1444 7815 3 2 1 7 -13 673 1 3 2 3 38 032
Minority interests 312 $\overline{\phantom{a}}$ $\overline{\phantom{0}}$ 85 $\overline{\phantom{a}}$ - 402.
Consolidates result 3 789 7088 1444 7815 3 3 0 2 13 673 1323 38 434

A16. Information on related parties

Executive board members (including in-kind
benefits)
to terms of office for
administrators in the
Group's companies
Fixed compensation Compensation linked Variable compensation Total compensation
$\epsilon$ thousands
Éric Marée 139 532€ 31 700 € 71 000€ 242 232 €
Pierre Pagès 93 230 € 29 950 € 43 000 € 166 180 €
Christian Karst 90.746€ 19 000€ 36 500€ 146 246 €
Michel Garaudet 84 529€ 6500€ 22 500 € 113 529 €
Jean-Pierre Dick 17 687€ 7 500€ 25 187 €
Total 425 724 87 150 180 500 693 374

Executive compensation

Remuneration paid during the period corresponds to the fixed compensation, the compensation for directorships in Group companies paid in 2009 first semester, the variable compensation paid for the period and the benefits in kind granted in the first semester (company car).

Calculation criteria for the variable portion

The variable compensation of members of the executive board depends on a series of shared goals:

  • sales growth;
  • growth in operating profit from ordinary activities;
  • as well as specific operating goals.

Others benefits

In addition to the various compensation items, executive board members enjoy the benefits described below.

Pensions

A supplementary defined benefit pension plan (12.5% of reference salary and 22% in the event of over 30 years' service) granted on the following terms:

  • over 10 years' service in the Group (including 9 years as a member of the executive board);
  • be at least 60;
  • finish his/her career in the Group.

Severance pay

The commitments made by the company and the companies it controls to its executives in the event of dismissal are as follows:

  • Éric Marée : €483 000 ;
  • Pierre Pagès : €404 000 ;
  • Christian Karst : €326 000.

Allocation of performance shares

The Virbac executive board, in accordance with authorisation from the shareholder's meeting, granted in 2008, 2009 and 2010 the allocation of performance shares to certain Virbac employees and directors and those of its subsidiaries.

These allocations are subject to meeting a performance target linked to the profitability and net debt of the Group, to be found respectively at the end of the 2009, 2010 and 2011 financial years.

The performance shares allocated under the plans for 2008, 2009 and 2010 amounted to 14 050 shares, 14 450 shares and 12 000 shares, respectively.

The allocation of performance shares to the executive board in 2006, 2007 and 2008 are as follows:

Executive board members Number of shares
2008 Plan
Number of shares
2009 Plan
Number of shares
2010 Plan
Éric Marée 1800 1800 1460
Pierre Pagès 1 3 0 0 1 3 0 0 1 0 8 0
Christian Karst 1 200 1 200 1 000
Michel Garaudet 800 800 665
Total 5 100 5 100 4 205

A17. Scope of consolidation

Corporate Name Location Country Control at Control at
30/06/2010 31/12/2009
Virbac (parent company) Carros France 100.00% 100.00%
Interlab
Virbac France
Carros France 100.00% 100.00%
Carros France 100.00% 100.00%
Virbac Belgium SA Wavre Belgium 75.27% 75.27%
Virbac Nederland BV * Barneveld Netherlands 75.28% 75.28%
Virbac (Switzerland) AG Glattbrugg Switzerland 100.00% 100.00%
Virbac Ltd Bury St. Edmunds United Kingdom 100.00% 100.00%
Virbac SRL Milan Italy 100.00% 100.00%
Virbac do Brasil Industria e Comercio Ltda São Paulo Brazil 100.00% 100.00%
Virbac Danmark A/S Kolding Denmark 100.00% 100.00%
Inomark AG Glattbrugg Switzerland 100.00% 100.00%
Virbac Mexico SA de CV Guadalajara Mexico 100.00% 100.00%
Laboratorios Virbac Mexico SA de CV Guadalajara Mexico 100.00% 100.00%
Virbac Pharma Handelsgesellshaft mbH Bad Oldesloe Germany 100.00% 100.00%
Virbac Tierarzneimittel GmbH Bad Oldesloe Germany 100.00% 100.00%
Soparlic Carros France 100.00% 100.00%
Virbac Distribution Wissous France 100.00% 100.00%
Virbac Nutrition Vauvert France 100.00% 100.00%
Dog N'Cat International Vauvert France 100.00% 100.00%
Bio Veto Test La Seyne sur Mer France 100.00% 100.00%
Francodex Santé Animale Carros France 99.60% 99.60%
Virbac Hellas SA Agios Stefanos Greece 100.00% 100.00%
Animedica SA Agios Stefanos Greece 100.00% 100.00%
Virbac España SA Barcelone Spain 100.00% 100.00%
Virbac Osterreich GmbH Vienne Austria 100.00% 100.00%
Virbac Korea Co. Ltd Séoul South Korea 100.00% 100.00%
Bio Solution International Co. Ltd Bangkok Thailand 100.00% 100.00%
Virbac (Thailand) Co. Ltd Bangkok Thailand 100.00% 100.00%
Virbac Taiwan Co. Ltd Taïpei Taïwan 100.00% 100.00%
Virbac Colombia Ltda Bogota Colombia 100.00% 100.00%
Virbac Philippines Inc. Pasig City Philippines 100.00% 100.00%
Virbac Japan Co. Ltd Osaka ap an 100.00% 100.00%
Laboratorios Virbac Costa Rica SA San José Costa Rica 100.00% 100.00%
Virbac Asia Pacific Co. Ltd Bangkok Thailand 100,00% 100,00%
Virbac de Portugal Laboratorios Lda Almerim Portugal 100.00% 100.00%
Virbac Vietnam Co. Ltd Ho Chi Minh Ville Vietnam 75.00% 75.00%
Virbac RSA (Proprietary) Ltd * Centurion South Africa 100.00% 100.00%
Alfamed Carros France 99.70% 99.70%
Virbac (HK) Limited Kowloon Hong Kong 100.00% 100.00%
Virbac Animal Health India Private Limited Mumbai India 100.00% 100.00%
Virbac Corporation * Fort Worth United States 100.00% 100.00%
PP Manufacturing Corporation Framingham United States 100.00% 100.00%
Virbac (Australia) Pty Ltd * Milperra Australia 100.00% 100.00%
Virbac New Zealand Limited Auckland New Zeland 100.00% 100.00%
Number of fully consolidated entities 44 44.
German subsidiary 23.99% 23.99%
Uruguayan subsidiary (Santa Elena) 30,00%
Number of entities accounted for by the equity method $\overline{a}$ $\mathbf{1}$
Number of entities in the scope of consolidation 46 45.

*pre-consolidated levels

III. CERTIFICATE OF THE PERSON RESPONSIBLE FOR THE HALF YEARLY FINANCIAL REPORT 2010

I certify that, to my knowledge, condensed consolidated financial statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Virbac consolidated group of companies, and that the half yearly management report provided a fair description of the material events that occurred during the first six months of this financial year as well as their impact on the financial statements, the principal risks and uncertainties for the remaining six months of the year.

Carros, August 31th, 2010

Éric Marée Chairman of the executive board

IV. STATUTORY AUDITORS' REPORT ON THE FIRST HALF YEARLY FINANCIAL INFORMATION

This is a free translation into English of the statutory auditors' review report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction and construed in accordance with French law and professional reviewing standards applicable in France.

To the Shareholders,

In accordance with the assignment entrusted to us by your Annual General Meeting and in accordance with Article L.451-1-2 of the French Monetary and Financial Code (Code Monétaire et Financier), we hereby report to you on:

  • the review of the accompanying condensed consolidated financial statements of Virbac for the period from January 1 to June 30, 2010;
  • the verification of the information contained in the interim management report.

These condensed half-year consolidated financial statements were prepared under the responsibility of the Board of Directors in a context characterised by uncertain outlooks which already existed at the December 31 2009 year-end. Our role is to express a conclusion on these financial statements based on our review.

I. Conclusion on the financial statements

We conducted our limited review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical procedures and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France 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.

Based on our review, nothing has come to our attention that causes us to believe that these condensed half-year consolidated financial statements are not prepared in all material respects in accordance with IAS 34 – standard of the IFRSs as adopted by the European Union applicable to interim financial information.

Without qualifying the conclusion expressed above, we draw your attention to the note "Accounting policies applied" in the condensed half-year consolidated financial information which sets out the changes in accounting methods arising from the application of new standards and interpretations since January 1, 2010.

II. Specific verification

We have also verified the information provided in the interim management report commenting the condensed halfyear consolidated financial statements subject to our review. We have no matters to report as to its fair presentation and consistency with the condensed half-year consolidated financial statements.

Nice and Marseilles, August 31, 2010

The Statutory Auditors

French original signed by

Novances - David & Associés Jean-Pierre GIRAUD

Deloitte & Associés Vincent GROS