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Virbac — Interim / Quarterly Report 2011
Aug 31, 2011
1753_ir_2011-08-31_461c5cc8-4d08-4f70-8e01-7241af1a2fd6.pdf
Interim / Quarterly Report
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HALF YEARLY FINANCIAL REPORT Ended June, 30 2011
| I. HALF YEARLY MANAGEMENT REPORT AS OF JUNE 30, 20113 |
|
|---|---|
| 1. KEY EVENTS OF FIRST SEMESTER3 |
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| 2. SIGNIFICANTS EVENTS AFTER THE CLOSING DATE 3 |
|
| 3. GENERAL OVERVIEW OF VIRBAC FINANCIAL SITUATION AND PROFITS4 |
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| 4. TURNOVER BREAKDOWS 4 |
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| 5. DESCRIPTION OF MAIN RISKS AND UNCERTAINTIES FOR THE SIX COMING MONTHS5 |
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| 6. TRANSACTION WITH RELATED PARTY5 |
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| II. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS6 |
|
| 1. FINANCIAL STATEMENTS 6 |
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| 1.1. Balance sheet (statement of financial position) 6 |
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| 1.2. Income statement7 |
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| 1.3. Statement of comprehensive income7 |
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| 1.4. Cash flow statement 8 |
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| 1.5. Statement of change in cash position 8 |
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| 1.6. Statement of change in shareholders' equity 9 |
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| 2. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 10 |
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| 2.1. Accounting policies and methods10 |
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| 2.2. Notes14 |
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| A1.Goodwill14 | |
| A2. Intangibles assets 16 | |
| A3. Tangible assets17 | |
| A4. Share in companies accounted for by the equity method17 | |
| A5. Inventory and work in progress 18 | |
| A6. Trade receivables18 | |
| A7. Other financial liabilities 19 A8. Trade payables20 |
|
| A9. Revenue from ordinary activities20 | |
| A10. Others non-recurring income and expenses20 | |
| A11. Financial income and expenses 21 | |
| A12. Income tax 21 | |
| A13. Result per share 21 | |
| A14. Treasury shares21 | |
| A15. Operational sectors 22 | |
| A16. Information on related parties23 | |
| A17. Scope of consolidation25 | |
| III. CERTIFICATE OF THE PERSON RESPONSIBLE FOR THE HALF YEARLY |
|
| FINANCIAL REPORT 201126 | |
| IV. STATUTORY AUDITORS' REPORT ON THE FIRST HALF YEARLY FINANCIAL |
|
| INFORMATION27 |
I. HALF YEARLY MANAGEMENT REPORT AS OF JUNE 30, 2011
1. KEY EVENTS OF FIRST SEMESTER
On 31 January 2011, Virbac has acquired the veterinary assets of the Synthesis company in Colombia for 9.6 million American dollars. This acquisition enables Virbac Colombia to double its size by providing additional revenue of about five million American dollars composed of 60% of bovine products (mainly antibiotics and nutritional supplements) and 40% of companion animal products (specialties). This operation is accompanied by the addition of the Synthesis teams and it reinforces Virbac's commercial presence on the fourth Latin American market. This acquisition is a business combination under the revised IFRS 3 and will be registered as such in the consolidated accounts. The price allocation is presented in note A1.
On 28 February 2011, Virbac acquired the rights for Multimin (injectable supplements containing minerals for food producing animals) for South Africa and neighbouring countries, from the Animalia company. After distributing this product range for many years, Virbac secures its position on this major market segment for the South African subsidiary that has enjoyed years of steady growth and still offers a significant growth prospective. This is an acquisition of intangible assets under IAS 38 and is recorded as such in these financial statements.
Following submission of the registration dossier with the European Medicines Agency (EMA) in early 2010, the CVMP, Committee for Medicinal Products for Veterinary Use of the EMA, issued a favourable opinion on 13 January 2011 for CaniLeish®, the first vaccine against canine leishmaniosis in Europe. On 14 March, the European Commission confirmed this opinion by awarding Virbac a European registration for this vaccine. CaniLeish® was launched in late May 2011 in the Portuguese market.
On 4th May, Virbac acquired the Australian company Peptech, with which it signed a distribution contract for the contraceptive implant for dogs Suprelorin in 2007. This acquisition reinforces the Group's rights to this product, not only in Europe where it is already distributed, but also across the world where it is to be developed, especially in the United States. This takeover also gives Virbac another product aimed at horses, Ovuplant, currently distributed by a third party in the United Kingdom and the United States. Finally, it means access to original proprietary technologies for solid and liquid implants. The 2011 sales forecasts for the Suprelorin implant amounts to €5 million for Europe and Australia alone. The purchase price of 100% of the shares Peptech is 9.1 million Australian dollars. This acquisition is a business combination under the revised IFRS 3 and will be registered as such in the consolidated accounts. The price allocation is presented in note A1.
2. SIGNIFICANT EVENTS AFTER THE CLOSING DATE
The supplementary budget of social security for 2011, which established a profit sharing bonus (Article 1), was published in the Official Gazette ("Journal Officiel") of July 29. This law has no impact on the accounts at June 30, 2011, to the extent that it was not enacted at that time.
Virbac signed August 9, 2011 a joint venture with a Taiwanese company specialized in the field of vaccines for pigs and aquaculture.
3. GENERAL OVERVIEW OF VIRBAC FINANCIAL SITUATION AND PROFITS
| Consolidated number (in million Euros) | First half 2011 | First half 2010 | Change 2011 / 2010 |
|---|---|---|---|
| Revenue from ordinary activities | 314,5 | 284,1 | 10,7% |
| Growth at constant exchange rates | 10,5% | ||
| Pro-forma growth at constant exchange rates | 9,3% | ||
| Current operating result | 49,6 | 41,7 | 19,0% |
| As a % of revenue | 15,8% | 14,7% | |
| Operating result | 49,6 | 52,2 | -4,9% |
| Net profit – Group share | 32,6 | 38,0 | -14,3% |
The consolidated turnover of Virbac in the first half 2011 amounted to € 314.5 million against € 284.1 million in 2010. The evolution of the activity is very positive with an overall growth of 10.7%, including 9.2% at constant scope and exchange, despite the very high level of sales in the first half of 2010 which had already experienced an organic growth of 14.4% driven by the companion animal business in Europe and the United States.
Current operating income amounted to € 49.6 million up 19.0% over the previous year due to business growth, improved gross margin rate and a good control of operating expenses. Operating profit after non-recurring items was down 4.9% due to the recognition in the first half of 2010 of an exceptional profit of 11.5 million euros corresponding to the difference between the acquisition cost of the Pfizer assets in Australia and the fair value of net assets acquired. Financial expenses remain unchanged from the first half of 2010 and amounted to € 1.1 million. Net income - Group share amounted to € 32.6 million down 14.3%.
Financial position :
The Group's net debt amounted to € 65.2 million against € 3.1 million at December 31, 2010, an increase of 62.1 M€. This increase is mainly due to the increased need for working capital generated by the increase of activity, payment of 2010 annual financial discounts in the early half of 2011, acquisitions made earlier this year as well as industrial investments on the site of Carros.
Full year outlook :
The good performance recorded in the first half opens up the perspective of an organic growth exceeding the 5 to 7% estimate announced earlier this year and confirms the potential for improvement of the operating profitability.
4. TURNOVER BREAKDOWS
Per Activity
| Consolidated number (in millions Euros) | First half 2011 | First half 2010 | Change (at constant rate) |
Change (at constant rate and scope) |
|---|---|---|---|---|
| Companion Animals | 184,1 | 170,5 | 8,0% | 8,0% |
| Food Producing Animals | 126,2 | 107,4 | 17,5% | 13,6% |
| Others Activities | 4,211 | 6,189 | -32,0% | -29,3% |
| TOTAL | 314,5 | 284,1 | 10,7% | 9,3% |
• Companion animals
Organic growth was strong in this segment (8%) with the consolidation of the positions of major products, particularly Effipro and Fiproline in Europe and Iverhart in the United States, as well as the very positive evolution of ranges such as vaccines, dermatology, dental, antibiotics and specialties.
• Food producing animals
This segment shows in turn an increase of 13.6%, with a strong development of bovine products (15%) and good growth in the industrial sector (swine and poultry : 9.6%). This performance is still driven by emerging markets but the Group's business in Europe also contributed despite a market that remains largely unfavorable. In addition to this organic growth, the veterinary business of Synthesis in Colombia, acquired in early February this year, has been successfully integrated and is performing as expected, generating sales of € 1.6 million over 5 months.
• Others activities
These activities, which represent less than 2% of revenues for the six months continue to decline in 2011. They correspond to the markets of lesser strategic importance for the Group and mainly include contract manufacturing in the United States.
Per area
| Area / M€ | First half 2011 | First half 2010 | Change (%) | Change | |
|---|---|---|---|---|---|
| (at constant rate) | |||||
| France | 53,8 | 52,9 | 1,7% | 1,7% | |
| Europe excluding France | 95,6 | 89,7 | 6,6% | 5,9% | |
| North America | 44,3 | 44 | 0,7% | 6,5% | |
| Latin America | 23,5 | 17,4 | 35,1% | 34,2% | |
| Africa - Middle East | 17,7 | 14,7 | 20,4% | 17,8% | |
| Asia | 38,1 | 33,3 | 14,4% | 17,3% | |
| Pacific | 41,5 | 32,1 | 29,3% | 19,5% | |
| TOTAL | 314,5 | 284,1 | 10,7% | 10,5% |
All regions recorded growth:
-
Europe: the increase in sales is driven by strong growth in Germany, Spain and England. The Canileish vaccine was launched in Portugal end of May 2011.
-
North America: Iverhart range continues to grow.
-
Latin America: Brazil's strong growth and integration of the veterinary business of Synthesis.
-
Asia Pacific: strong performance of India and Australia.
5. DESCRIPTION OF MAIN RISKS AND UNCERTAINTIES FOR THE SIX COMING MONTHS
The risk factors to which the Group is exposed, are mentioned in the 2010 Annual report of Virbac, available on the website www.virbac.com. The nature of these risks has not changed significantly in the first half of 2011. These risks are likely to occur in the second half of 2011 or during subsequent years.
6. TRANSACTION WITH RELATED PARTY
Information on related parties is detailed in Note A35 of 2010 financial statements. No changes or significant impact have appeared in the first half of 2011.
II. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. HALF YEARLY CONSOLIDATED FINANCIAL STATEMENTS
1.1. Balance sheet (statement of financial position)
| in € thousands | Notes | 30/06/2011 | 31/12/2010 |
|---|---|---|---|
| Goodwill | A1 | 87 384 | 86 413 |
| Intangible assets | A2 | 98 686 | 84 994 |
| Tangible assets | A3 | 113 344 | 101 611 |
| Other financial assets | 844 | 814 | |
| Investments accounted for by the equity method | A4 | 3 183 | 3 351 |
| Deferred tax assets | 4 280 | 3 934 | |
| Non-current assets | 307 721 | 281 117 | |
| Inventories and work-in progress | A5 | 109 640 | 98 893 |
| Trade receivables | A6 | 96 066 | 85 523 |
| Other financial assets | 362 | 1 081 | |
| Other receivables | 25 956 | 27 141 | |
| Cash and cash equivalents | 23 518 | 39 998 | |
| Assets classified as held for sale | - | - | |
| Current asset | 255 542 | 252 636 | |
| Assets | 563 263 | 533 753 | |
| Share capital | 10 893 | 10 893 | |
| Reserves attributable to the owners of the parent company | 296 008 | 289 169 | |
| Capital and reserves attributable to the owners of the parent company | 306 901 | 300 062 | |
| Non-controlling interests | 2 299 | 2 292 | |
| Equity | 309 200 | 302 354 | |
| Deferred tax liabilities | 8 257 | 9 141 | |
| Provisions for employee benefits | 7 544 | 6 850 | |
| Other provisions | 2 506 | 2 012 | |
| Other financial liabilities | A7 | 58 403 | 32 512 |
| Other payables | 1 765 | 10 554 | |
| Non-current liabilities | 78 475 | 61 069 | |
| Other provisions | 593 | 479 | |
| Trade payables | A8 | 58 653 | 75 303 |
| Other financial liabilities | A7 | 30 315 | 10 607 |
| Other payables | 86 027 | 83 941 | |
| Current liabilities | 175 588 | 170 330 | |
| Liabilities | 563 263 | 533 753 |
1.2. Income statement
| in € thousands | Notes | 30/06/2011 | 30/06/2010 | Change |
|---|---|---|---|---|
| Revenue from ordinary activities | A9 | 314 520 | 284 087 | 10,7% |
| Purchases consumed | -97 455 | -91 066 | ||
| External costs | -71 024 | -63 704 | ||
| Personnel costs | -80 777 | -72 137 | ||
| Taxes and duties | -6 949 | -5 849 | ||
| Dépréciations and provisions | -9 761 | -10 244 | ||
| Other operating income and expenses | 1 085 | 633 | ||
| Current operating result | 49 639 | 41 720 | 19,0% | |
| Other non-current income and expenses | A10 | - | 10 499 | |
| Operating result | 49 639 | 52 219 | -4,9% | |
| Financial income and expenses | A11 | -1 073 | -1 037 | |
| Result before tax | 48 566 | 51 182 | -5,1% | |
| Income tax | A12 | -15 557 | -12 569 | |
| Share from companies' result accounted for by the equity method | 61 | -179 | ||
| Result for the period | 33 070 | 38 434 | -14,0% | |
| - attributable to the owners of the parent company | 32 600 | 38 032 | -14,3% | |
| - attributable to the non-controling interests | 470 | 402 | 16,9% | |
| Result attributable to the owners of the parent company, per share | A13 | 3,76 € | 4,38 € | -14,3% |
| Result attributable to the owners of the parent company, diluted per share | A13 | 3,76 € | 4,38 € | -14,3% |
1.3. Comprehensive income statement
| in € thousands | 30/06/2011 | 30/06/2010 | Change |
|---|---|---|---|
| Result for the period | 33 070 | 38 434 | -14,0% |
| Change in asset revaluation reserve Actuarial gains and losses |
- - |
- - |
|
| Conversion gains and losses | -12 513 | 20 652 | |
| Gains and losses from revaluation of financial assets available for sale | - | - | |
| Effective portion of gains and losses on hedging instruments | -626 | -946 | |
| Other elements of comprehensive income (before tax) | -13 139 | 19 706 | -166,7% |
| Tax on other elements of comprehensive income | 216 | 326 | |
| Share from other elements of the companies' comprehensive income using the equity accounting method | - | - | |
| Comprehensive income | 20 147 | 58 466 | -65,5% |
| - attributable to the owners of the parent company | 19 735 | 57 999 | -66,0% |
| - attributable to the non-controlling interests | 412 | 467 | -11,8% |
1.4. Cash flow statement
| in € thousands | 30/06/2011 | 30/06/2010 |
|---|---|---|
| Result for the period | 33 070 | 38 434 |
| Elimination of share from companies' result accounted for by the equity method | -61 | 179 |
| Elimination of depreciation and provisions | 10 514 | 11 565 |
| Elimination of deferred tax change | -166 | -1 562 |
| Elimination of gains and losses on disposals | -18 | -28 |
| Other income and expenses with no cash impact | 333 | -10 194 |
| Cash flow | 43 672 | 38 394 |
| Effect of net change inventories | -11 918 | -13 712 |
| Effect of net change in trade receivables | -12 494 | -18 690 |
| Effect of net change in trade payables | -9 278 | 12 486 |
| Effect of net change in other receivables and payables | -16 681 | 1 439 |
| Effect of change in working capital requirements | -50 371 | -18 477 |
| Net financial interests paid | 1 201 | 724 |
| Net cash flow generated by operating activities | -5 498 | 20 641 |
| Acquisition of intangible assets | -5 370 | -1 013 |
| Acquisition of tangible assets | -18 611 | -7 665 |
| Disposal of intangible and tangible assets | 178 | 230 |
| Change in financial assets | -129 | -56 |
| Change in debts relative to acquisitions | 734 | - |
| Acquisitions of subsidiaries or activities | -29 964 | -12 470 |
| Disposals of subsidiaries or activities | - | - |
| Dividends received | - | - |
| Net flow allocated to investing activities | -53 162 | -20 974 |
| Dividends paid to the owners of the parent company | - | - |
| Dividends paid to the non-controlling interests | -263 | -444 |
| Change in treasury shares | -285 | -430 |
| Increase/decrease of capital | - | - |
| Debt issuance | 33 993 | 8 292 |
| Repayments of debt | -2 269 | -2 137 |
| Net financial interest paid | -1 201 | -724 |
| Net cash from financing activities | 29 975 | 4 557 |
| Change in cash position | -28 685 | 4 224 |
1.5. Statement of change in cash position
| in € thousands | 30/06/2011 | 30/06/2010 |
|---|---|---|
| Cash and cash equivalents | 39 998 | 14 069 |
| Bank overdraft | -5 430 | -9 675 |
| Accrued interests not yet matured | -20 | -35 |
| Opening net cash position | 34 548 | 4 359 |
| Cash and cash equivalents | 23 518 | 20 846 |
| Bank overdraft | -18 952 | -10 248 |
| Accrued interests not yet matured | -58 | -45 |
| Closing net cash position | 4 508 | 10 553 |
| Impact of currency conversion adjustments | -1 355 | 1 970 |
| Net change in cash position | -28 685 | 4 224 |
1.6. Statement of change in equity
| in € thousands | Share capital |
Share premiums |
Reserves Conversion reserves |
Result for the period |
Equity attributable to the owners of the parent company |
Non controlling interests |
Equity | |
|---|---|---|---|---|---|---|---|---|
| Equity at 31/12/2009 | 10 893 | 6 534 | 188 697 | -11 335 | 38 816 | 233 605 | 2 595 | 236 200 |
| 2009 allocation of net income Distribution of dividends Treasury shares Changes in scope Others variations Comprehensive income |
- - - - - - |
- - - - - - |
38 816 -11 448 -451 - - 9 |
- - - - - 14 934 |
-38 816 - - - - 63 413 |
- -11 448 -451 - - 78 356 |
- -1 217 - - - 914 |
- -12 665 -451 - - 79 270 |
| Equity at 31/12/2010 | 10 893 | 6 534 | 215 623 | 3 599 | 63 413 | 300 062 | 2 292 | 302 354 |
| 2010 allocation of net income Distribution of dividends Treasury shares Changes in scope Others variations Comprehensive income |
- - - - - - |
- - - - - - |
63 413 -13 072 176 - - -410 |
- - - - - -12 455 |
-63 413 - - - - 32 600 |
- -13 072 176 - - 19 735 |
- -405 - - - 412 |
- -13 477 176 - - 20 147 |
| Equity at 30/06/2011 | 10 893 | 6 534 | 265 730 | -8 856 | 32 600 | 306 901 | 2 299 | 309 200 |
For information, changes in equity of the first half of 2010 were as follows:
| in € thousands | Share capital |
Share premiums |
Reserves Conversion reserves |
Result for the period |
Equity attributable to the owners of the parent company |
Non controlling interests |
Equity | |
|---|---|---|---|---|---|---|---|---|
| Equity at 31/12/2009 | 10 893 | 6 534 | 188 697 | -11 335 | 38 816 | 233 605 | 2 595 | 236 200 |
| 2009 allocation of net income | - | - | 38 816 | - | -38 816 | - | - | - |
| Distribution of dividends | - | - | -11 503 | - | - | -11 503 | -561 | -12 064 |
| Treasury shares | - | - | -143 | - | - | -143 | - | -143 |
| Changes in scope | - | - | - | - | - | - | - | - |
| Others variations | - | - | - | - | - | - | - | - |
| Comprehensive income | - | - | -620 | 20 587 | 38 032 | 57 999 | 467 | 58 466 |
| Equity at 30/06/2010 | 10 893 | 6 534 | 215 247 | 9 252 | 38 032 | 279 958 | 2 501 | 282 459 |
Change in reserves by currency conversion
| in € thousands | As at 30/06/2011 | As at 31/12/2010 | As at 30/06/2010 |
|---|---|---|---|
| U.S. Dollar | -7 032 | 2 739 | 9 086 |
| Indian Rupee | -2 465 | 3 081 | 4 510 |
| South African Rand | -948 | 1 183 | 685 |
| Australian Dollar | -797 | 4 358 | 1 823 |
| Mexican peseta | -342 | 1 252 | 1 815 |
| Other | -871 | 2 321 | 2 668 |
| Change in reserves by currency conversion | -12 455 | 14 934 | 20 587 |
2. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2.1. Accounting policies and methods
General information note
Virbac is the first independent global pharmaceutical laboratory exclusively dedicated to animal health and markets a full range designed for pets and livestock.
In 2010 the Virbac share was listed on the Paris stock exchange in section B of the Eurolist.
Virbac is a public limited company under French law with an executive board and supervisory board. Its trading name is "Virbac". The company was established in 1968 in Carros. Under the company's current articles of association, the company is set to expire on 2 January 2028 unless further extended. The head office is located at 1ère avenue 2 065 m LID, 06511 Carros. The company is registered on the Grasse Trade registry under the number 417350311 RCS Grasse.
The 2010 consolidated financial statements were approved by the executive board on 11 March 2011. They will be submitted for approval to the shareholders' general meeting on 28 June 2011; the meeting has the power to have them amended.
The explanatory notes below support the presentation of the consolidated accounts and form an integral part of them.
Significant events for the period
On 31 January 2011, Virbac has acquired the veterinary assets of the Synthesis company in Colombia for 9.6 million American dollars. This acquisition enables Virbac Colombia to double its size by providing additional revenue of about five million American dollars composed of 60% of bovine products (mainly antibiotics and nutritional supplements) and 40% of companion animal products (specialties). This operation is accompanied by the addition of the Synthesis teams and it reinforces Virbac's commercial presence on the fourth Latin American market. This acquisition is a business combination under the revised IFRS 3 and will be registered as such in the consolidated accounts. The price allocation is presented in note A1.
On 28 February 2011, Virbac acquired the rights for Multimin (injectable supplements containing minerals for food producing animals) for South Africa and neighbouring countries, from the Animalia company. After distributing this product range for many years, Virbac secures its position on this major market segment for the South African subsidiary that has enjoyed years of steady growth and still offers a significant growth prospective. This is an acquisition of intangible assets under IAS 38 and is recorded as such in these financial statements.
Following submission of the registration dossier with the European Medicines Agency (EMA) in early 2010, the CVMP, Committee for Medicinal Products for Veterinary Use of the EMA, issued a favourable opinion on 13 January 2011 for CaniLeish®, the first vaccine against canine leishmaniosis in Europe. On 14 March, the European Commission confirmed this opinion by awarding Virbac a European registration for this vaccine. CaniLeish® was launched in late May 2011 in the Portuguese market.
On 4th May, Virbac acquired the Australian company Peptech, with which it signed a distribution contract for the contraceptive implant for dogs Suprelorin in 2007. This acquisition reinforces the Group's rights to this product, not only in Europe where it is already distributed, but also across the world where it is to be developed, especially in the United States. This takeover also gives Virbac another product aimed at horses, Ovuplant, currently distributed by a third party in the United Kingdom and the United States. Finally, it means access to original proprietary technologies for solid and liquid implants. The 2011 sales forecasts for the Suprelorin implant amounts to €5 million for Europe and Australia alone. The purchase price of 100% of the shares Peptech is 9.1 million Australian dollars. This acquisition is a business combination under the revised IFRS 3 and will be registered as such in the consolidated accounts. The price allocation is presented in note A1.
Post-balance sheet events
The supplementary budget of social security for 2011, which established a profit sharing bonus (Article 1), was published in the Official Gazette ("Journal Officiel") of July 29. This law has no impact on the accounts at June 30, 2011, to the extent that it was not enacted at that time.
Virbac signed August 9, 2011 a joint venture with a Taiwanese company specialized in the field of vaccines for pigs and aquaculture.
Scope of consolidation
The condensed consolidated financial statements as at 30 June 2011 include the financial statements of the companies that Virbac controls indirectly or directly, in law and in fact. The list of consolidated companies is provided in note A17.
Main 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 (International financial reporting standards), the IAS (International accounting standards) and their interpretations, SIC (Standards interpretations committee) and IFRIC (International financial reporting interpretations committee).
The half-year condensed financial statements as of June 30, 2011, 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, 2010.
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 2010.
For the presentation of the condensed consolidated financial statements as of June 30, 2011, the Group applied all the standards and interpretations in force at European level applicable for fiscal years beginning on January 1st, 2011. These standards and interpretations are as follows:
- IFRS 1 amended, "exemptions related to the information to be provided as part of IFRS 7", applicable to periods beginning on or after 1 July 2010;
- IAS 24 revised, "related party disclosures", applicable to periods beginning on or after 1 January 2011;
- IAS 32 amended, "classification of subscription rights", applicable to periods beginning on or after 1 January 2011;
- IFRIC 14 amended, "prepayments of a minimum funding requirement", applicable to periods beginning on or after 1 January 2011;
- IFRIC 19, "extinguishing financial liabilities with equity instruments", applicable to periods beginning on or after 1 July 2010.
On the end date of these consolidated accounts, the following standards and interpretations were submitted by IASB (International accounting standards board) but still not adopted by the European Union or not applicable by anticipation:
- IFRS 1 amended, "serious hyperinflation and removal of fixed adoption dates for new adoptions", applicable to periods beginning on or after 1 July 2011;
- IFRS 7 amended, "information to be provided transfers of financial assets", applicable to periods beginning on or after 1 July 2011;
- IFRS 9, "financial instruments", applicable to periods beginning on or after 1 January 2013;
- IFRS10, "consolidated financial statements", applicable to periods beginning on or after 1 January 2013;
- IFRS 11, "joint arrangements", applicable to periods beginning on or after 1 January 2013;
-
IFRS 12, "disclosure of interests in other entities", applicable to periods beginning on or after 1 January 2013;
-
IFRS 13, "fair value measurement", applicable to periods beginning on or after 1 January 2013;
- IAS 12 amended, "recovery of underlying assets", applicable to periods beginning on or after 1 January 2012;
- IAS 27 amended, "separate financial statement", applicable to periods beginning on or after 1 January 2013;
- IAS 28 amended, "Investments in associates and joint ventures", applicable to periods beginning on or after 1 January 2013;
The Group is currently performing an analysis on the practical consequences of these new texts and the effects of their application on the accounts. Where necessary, the Group will apply these standards in its financial statements when adopted by the European Union.
Consolidations rules
Consolidation method
The accounts of companies under exclusive control are consolidated by global integration. 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 using 30 June 2011 as their balance sheet date.
Conversion of financial statements
The functional currency in the Group's foreign subsidiaries is the current local currency with the exception of the company Santa Elena in Uruguay whose functional currency is U.S. dollars.
The financial statements of foreign companies for which the functional currency is not the euro are converted according to the following principles:
- the balance sheet items are converted at the rate in force at the close of the period. T he translation difference resulting from the application of a different exchange rate on opening equity is shown as equity in the consolidated balance sheet;
- the income statements are converted at the average rate for the period. The translation difference resulting from the application of an exchange rate different from the balance sheet rate is shown as equity on the consolidated balance sheet.
Elimination of inter-company transactions
All reciprocated transactions consolidated between the Group's companies by overall inclusion are eliminated. Relating to other intra-group transactions:
- the benefits included in the inventories and fixed assets bought from other companies in the Group are eliminated;
- the intra-group dividends received are recorded in the reserves on a gross basis.
Estimations
The drawing up of consolidated financial statements prepared in accordance with international accounting standards implies that the Group makes a number of estimates and assumptions believed to be realistic and reasonable.
Certain facts and circumstances could lead to changes in estimates and assumptions, which could affect the value of assets, liabilities, equity and Group income.
Acquisition prices
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 fiscal 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. Goodwill
| in € thousands | Gross value as at 31/12/2010 |
Impairement of value as at 31/12/2010 |
Book value as at | 31/12/2010 Increments Sales Impairment | of value Transfers | Conversion gains and losses |
Book value as at 30/06/2011 |
||
|---|---|---|---|---|---|---|---|---|---|
| Virbac | 724 | -274 | 450 | - | - | - | - | - | 450 |
| Virbac France | 634 | -634 | - | - | - | - | - | - | - |
| Virbac Nederland BV | 1 877 | -272 | 1 605 | - | - | - | - | - | 1 605 |
| Virbac SRL | 1 585 | - | 1 585 | - | - | - | - | - | 1 585 |
| Virbac do Brasil Industria e Comercio Ltda |
21 | - | 21 | - | - | - | - | - | 21 |
| Virbac Danmark A/S | 4 643 | - | 4 643 | - | - | - | - | - | 4 643 |
| Virbac Nutrition | 7 | - | 7 | - | - | - | - | - | 7 |
| Dog N'Cat International | 43 | - | 43 | - | - | - | - | - | 43 |
| Bio Veto Test | 6 177 | - | 6 177 | - | - | - | - | - | 6 177 |
| Francodex Santé Animale | 1 677 | -1 677 | - | - | - | - | - | - | - |
| Virbac Hellas SA | 1 268 | - | 1 268 | - | - | - | - | - | 1 268 |
| Animedica SA | 90 | - | 90 | - | - | - | - | - | 90 |
| Virbac Korea Co. Ltd | 130 | - | 130 | - | - | - | - | - | 130 |
| Virbac (Thailand) Co. Ltd | 295 | - | 295 | - | - | - | - | -28 | 267 |
| Virbac Colombia Ltda | 387 | - | 387 | 1 933 | - | - | - | 11 | 2 331 |
| Virbac Japan Co. Ltd | 352 | - | 352 | - | - | - | - | - | 352 |
| Laboratorios Virbac Costa Rica SA |
12 | - | 12 | - | - | - | - | - | 12 |
| Virbac de Portugal Laboratorios Lda |
249 | -62 | 187 | - | - | - | - | - | 187 |
| Virbac Vietnam Co. Ltd | 136 | -40 | 96 | - | - | - | - | -15 | 81 |
| Virbac RSA (Proprietary) Ltd |
688 | -344 | 344 | - | - | - | - | -34 | 310 |
| Virbac Animal Health India Private Limited |
18 775 | - | 18 775 | - | - | - | - | -1 332 | 17 443 |
| Virbac Corporation | 49 569 | -3 069 | 46 500 | - | - | - | - | -3 388 | 43 112 |
| Virbac (Australia) Pty Ltd | 3 674 | -380 | 3 294 | 3 843 | - | - | - | -15 | 7 122 |
| Virbac New Zealand Limited |
340 | -188 | 152 | - | - | - | - | -4 | 148 |
| Goodwill | 93 353 | -6 940 | 86 413 | 5 776 | - | - | - | -4 805 | 87 384 |
The review of qualitative and quantitative indicators related to goodwill did not reveal any indication of impairment from the opening balance sheet.
The increases are related to business combinations detailed below.
Business Combinations
Acquisition of Synthesis
On 31 January 2011, Virbac has acquired the veterinary assets of the Synthesis company in Colombia for 9.6 million American dollars. This acquisition enables Virbac Colombia to double its size by providing additional revenue of about five million American dollars. This operation is accompanied by the addition of the Synthesis teams and it reinforces Virbac's commercial presence on the fourth Latin American market.
This acquisition is a business combination under the revised IFRS 3 and will be registered as such in the consolidated accounts. The goodwill related to the synergies described above, is calculated as follows:
| in € thousands | Fair value in the consolidated accounts |
|---|---|
| Acquisition prices of assets Fair value of net assets acquired |
6 925 4 992 |
| Goodwill | 1 933 |
Assets acquired are detailed below:
| in € thousands | Book value in the accounts of the seller |
Fair value in the consolidated accounts |
|---|---|---|
| Tangible assets Inventories and work in progress |
- 300 |
4 621 372 |
| Net assets acquired | 300 | 4 992 |
Acquisition of Peptech
On 4th May, Virbac acquired the Australian company Peptech, with which it signed a distribution contract for the contraceptive implant for dogs Suprelorin in 2007. This acquisition reinforces the Group's rights to this product, not only in Europe where it is already distributed, but also across the world where it is to be developed, especially in the United States. This takeover also gives Virbac another product aimed at horses, Ovuplant, currently distributed by a third party in the United Kingdom and the United States. Finally, it means access to original proprietary technologies for solid and liquid implants.
This acquisition is a business combination under the revised IFRS 3 and will be registered as such in the consolidated accounts. The goodwill related to the synergies described above, is calculated as follows:
| Fair value in the consolidated | |
|---|---|
| in € thousands | accounts |
| Price paid for the acquisition of shares | 5 965 |
| Additional purchase price of the securities | 734 |
| Estimated price for the acquisition of shares | 6 699 |
| Fair value of net assets acquired | 2 520 |
| Deferred tax assets | 336 |
| Goodwill | 3 843 |
Assets acquired are detailed below:
| in € thousands | Book value in the accounts of the seller |
Fair value in the consolidated accounts |
|---|---|---|
| Intangible assets | - | 2 407 |
| Tangible assets | 1 184 | 1 184 |
| Inventories and work in progress | 726 | 1 071 |
| Operating receivables | 527 | 527 |
| Financial liabilities | -1 096 | -1 096 |
| Operating payables | -1 573 | -1 573 |
| Net assets acquired | -232 | 2 520 |
A2. Intangibles assets
| in € thousands | Concessions, patents, licenses and brands |
Other intangible assets |
Intangible assets in progress |
Intangible assets |
|---|---|---|---|---|
| Gross value as at 31/12/2010 | 96 606 | 35 745 | 4 102 | 136 453 |
| Acquisitions Sales Changes in scope Transfers Conversion gains and losses |
12 895 - - -771 -2 199 |
744 -41 - 409 -408 |
5 234 -55 - -508 -89 |
18 873 -96 - -870 -2 696 |
| Gross value as at 30/06/2011 | 106 531 | 36 449 | 8 684 | 151 664 |
| Depreciation as at 31/12/2010 | -27 885 | -23 574 | - | -51 459 |
| Allowances Reversals Sales Changes in scope Transfers Conversion gains and losses Depreciation as at 30/06/2011 |
-1 580 - - - 771 536 -28 158 |
-1 530 - 41 - - 243 -24 820 |
- - - - - - - |
-3 110 - 41 - 771 779 -52 978 |
| Net value as at 31/12/2010 Net value as at 30/06/2011 |
68 721 78 373 |
12 171 11 629 |
4 102 8 684 |
84 994 98 686 |
The review of qualitative and quantitative indicators relating to intangible assets did not reveal any indication of impairment from the opening balance sheet.
The increase in "Concessions, patents, licenses and trademarks" is primarily related to acquisitions of intangible assets in acquisitions. As such, brands and marketing authorization obtained in Synthesis represent the grouping of 4621 k €. Patents, trademarks and customer base acquired in the consolidation of Peptech are measured at 2407 k €. The vesting of Multimin for South Africa and neighbouring countries, recognized in accordance with IAS 38, amounts to 5 760 k €.
The increase in "intangible assets in progress" is essentially of deposits for the acquisition of intangible assets by the subsidiary Virbac Hong Kong, and IT projects in progress.
A3. Tangible assets
| in € thousands | Land | Constructions | Technical facilities, materials and industrial equipment |
Other tangible assets |
Tangible assets in progress |
Tangible assets |
|---|---|---|---|---|---|---|
| Gross value as at 31/12/2010 | 10 341 | 94 763 | 75 323 | 19 007 | 13 855 | 213 289 |
| Acquisitions | 1 817 | 1 928 | 2 841 | 813 | 12 598 | 19 997 |
| Sales | - | -160 | -119 | -573 | -67 | -919 |
| Changes in scope | - | - | - | - | - | - |
| Transfers | - | 1 860 | 662 | 258 | -2 095 | 685 |
| Conversion gains and losses | -383 | -1 421 | -1 230 | -429 | -174 | -3 637 |
| Gross value as at 30/06/2011 | 11 775 | 96 970 | 77 477 | 19 076 | 24 117 | 229 415 |
| Depreciation as at 31/12/2010 | - | -48 758 | -49 252 | -13 668 | - | -111 678 |
| Allowances | - | -2 317 | -2 741 | -1 002 | - | -6 060 |
| Reversals | - | - | - | 23 | - | 23 |
| Sales | - | 160 | 114 | 540 | - | 814 |
| Changes in scope | - | - | - | - | - | - |
| Transfers | - | -448 | -106 | -41 | - | -595 |
| Conversion gains and losses | - | 433 | 711 | 281 | - | 1 425 |
| Depreciation as at 30/06/2011 | - | -50 930 | -51 274 | -13 867 | - | -116 071 |
| Net value as at 31/12/2010 | 10 341 | 46 005 | 26 071 | 5 339 | 13 855 | 101 611 |
| Net value as at 30/06/2011 | 11 775 | 46 040 | 26 203 | 5 209 | 24 117 | 113 344 |
The increase in this item, including tangible assets in progress, is mainly related to renovations of the buildings in Fort Worth in the United States, the redesign and expansion of the unit vaccines, as well as 'to build a new production at the site of Carros in France.
A4. Share in companies accounted for by the equity method
| Company's individual accounts using equity method | Consolidated accounts | |||||
|---|---|---|---|---|---|---|
| in € thousands | Balance sheet total |
Equity | Net sales | Result | Share on equity | Share of result |
| German company | 2 213 | 643 | 2 100 | - | 340 | - |
| South African company | - | - | - | - | - | - |
| Uruguayan company (Santa Elena) | 5 679 | 3 631 | 2 775 | 205 | 2 843 | 61 |
| Share in companies accounted for by the equity method | 3 183 | 61 |
A5. Inventory and work in progress
| in € thousands | Raw material and | supplies Work in progress | Finished goods and merchandise |
Inventories and work in progress |
|---|---|---|---|---|
| Gross value as at 31/12/2010 | 33 390 | 8 040 | 65 997 | 107 427 |
| Variations Changes in scope |
6 427 - |
-2 400 - |
10 071 - |
14 098 - |
| Transfers Conversion gains and losses |
- -726 |
- -18 |
-1 020 -2 039 |
-1 020 -2 783 |
| Gross value as at 30/06/2010 | 39 091 | 5 622 | 73 009 | 117 722 |
| Depreciation as at 31/12/2010 | -1 186 | -387 | -6 961 | -8 534 |
| Allowances Reversals Changes in scope Transfers Conversion gains and losses |
-1 169 571 - - 43 |
-1 181 387 - - - |
-1 958 2 613 - 1 020 126 |
-4 308 3 571 - 1 020 169 |
| Depreciation as at 30/06/2011 | -1 741 | -1 181 | -5 160 | -8 082 |
| Net value as at 31/12/2010 Net value as at 30/06/2011 |
32 204 37 350 |
7 653 4 441 |
59 036 67 849 |
98 893 109 640 |
A6. Trade receivables
| in € thousands | Trade receivables |
|---|---|
| Gross value as at 31/12/2010 | 88 880 |
| Variations Changes in scope Transfers Conversion gains and losses |
12 244 - -30 -1 999 |
| Gross value as at 30/06/2011 | 99 095 |
| Depreciation as at 31/12/2010 | -3 357 |
| Allowances Reversals Changes in scope Transfers Conversion gains and losses |
-52 302 - 30 48 |
| Depreciation as at 30/06/2011 | -3 029 |
| Net value as at 31/12/2010 Net value as at 30/06/2011 |
85 523 96 066 |
A7. Other financial liabilities
Change in other financial liabilities
| in € thousands | 31/12/2010 Increases | Decreases Changes in scope |
Transfers | Conversion gains and losses |
30/06/2011 | ||
|---|---|---|---|---|---|---|---|
| Loans | 31 354 | 28 320 | -1 163 | - | 138 | -435 | 58 214 |
| Bank overdrafts | - | - | - | - | - | - | - |
| Accrued interests not yet matured | - | - | - | - | - | - | - |
| Debt relating to leasing contracts | 808 | - | -274 | - | -329 | -50 | 155 |
| Employee profit sharing | 11 | 1 | -6 | - | - | -1 | 5 |
| Derivative foreign currency exchange and interest rate instruments |
170 | - | -170 | - | - | - | - |
| Others | 169 | - | - | - | -138 | -2 | 29 |
| Other non-current financial liabilities | 32 512 | 28 321 | -1 613 | - | -329 | -488 | 58 403 |
| Loans | 3 015 | 6 570 | -440 | - | - | -152 | 8 993 |
| Bank overdrafts | 5 430 | 13 715 | - | - | - | -193 | 18 952 |
| Accrued interests not yet matured | 20 | 38 | - | - | - | - | 58 |
| Debt relating to leasing contracts | 1 281 | 67 | -265 | - | 329 | -51 | 1 361 |
| Employee profit sharing | 324 | 65 | -121 | - | - | -3 | 265 |
| Derivative foreign currency exchange and interest rate instruments |
537 | 149 | - | - | - | - | 686 |
| Others | - | - | - | - | - | - | - |
| Other current financial liabilities | 10 607 | 20 604 | -826 | - | 329 | -399 | 30 315 |
| Other financial liabilities | 43 119 | 48 925 | -2 439 | - | - | -887 | 88 718 |
The increase in "borrowing" is done mainly to draw on credit line to finance acquisitions. That of bank loans is primarily due to payments of discounts season.
Others financial liabilities by maturity
June 30th, 2011
| Payments | Total | |||
|---|---|---|---|---|
| in € thousands | less than 1 year | from 1 to 5 years | more than 5 years | |
| Loans | 8 993 | 58 214 | - | 67 207 |
| Bank overdrafts | 18 952 | - | - | 18 952 |
| Accrued interests not yet matured | 58 | - | - | 58 |
| Debt relating to leasing contracts | 1 361 | 155 | - | 1 516 |
| Employee profit sharing | 265 | 5 | - | 270 |
| Derivative foreign currency exchange and interest rate instruments |
686 | - | - | 686 |
| Others | - | 29 | - | 29 |
| Other financial liabilities | 30 315 | 58 403 | - | 88 718 |
December 31th, 2010
| Payments | Total | |||
|---|---|---|---|---|
| in € thousands | less than 1 year | from 1 to 5 years | more than 5 years | |
| Loans | 3 015 | 31 354 | - | 34 369 |
| Bank overdrafts | 5 430 | - | - | 5 430 |
| Accrued interests not yet matured | 20 | - | - | 20 |
| Debt relating to leasing contracts | 1 281 | 808 | - | 2 089 |
| Employee profit sharing | 324 | 11 | - | 335 |
| Derivative foreign currency exchange and interest rate instruments |
537 | 170 | - | 707 |
| Others | - | 169 | - | 169 |
| Other financial liabilities | 10 607 | 32 512 | - | 43 119 |
A8. Trade payables
| in € thousands | 31/12/2010 | Variations | Changes in scope |
Transfers | Conversion gains and losses |
30/06/2011 |
|---|---|---|---|---|---|---|
| Current trade payables Payables of intangible assets Payables of tangible assets |
72 170 1 480 1 653 |
-9 278 -1 365 200 |
- - - |
-4 286 - - |
-1 866 - -55 |
56 740 115 1 798 |
| Trade payables | 75 303 | -10 443 | - | -4 286 | -1 921 | 58 653 |
A9. Revenue from ordinary activities
| in € thousands | 30/06/2011 | 30/06/2010 | Change |
|---|---|---|---|
| Sales of finished goods and merchandise | 344 481 | 313 585 | 9,9% |
| Services | 12 | 57 | -78,9% |
| Additional income from activity | 516 | 373 | 38,3% |
| Royalties paid | 68 | 78 | -12,8% |
| Gross sales | 345 077 | 314 093 | 9,9% |
| Discounts, rebates and refunds on sales | -24 634 | -24 585 | 0,2% |
| Expenses deducted from sales | -4 237 | -4 046 | 4,7% |
| Settlement discounts | -1 458 | -1 213 | 20,2% |
| Provisions for returns | -228 | -162 | 40,7% |
| Expenses deducted from sales | -30 557 | -30 006 | 1,8% |
| Revenue from ordinary activities | 314 520 | 284 087 | 10,7% |
A10. Others non-recurring income and expenses
At June 30, 2011, no other non-current income or expense is recognized.
June 30, 2010, other non-recurring income and expenses were related to the acquisition of Pfizer assets in Australia, in the following format:
| in € thousands | 30/06/2010 |
|---|---|
| Negative goodwill on assets acquired in Australia | 11 514 |
| Revaluation of inventories acquired in Australia (purchase accounting method) | -528 |
| Restructuring charges linked to the acquisition of assets in Australia | -487 |
| Other non-current income and expenses | 10 499 |
A11. Financial income and expenses
| in € thousands | 30/06/2011 | 30/06/2010 | Change |
|---|---|---|---|
| Gross cost of financial debt | -1 589 | -1 004 | 58,3% |
| Income from cash and cash equivalents | 388 | 280 | 38,6% |
| Net cost of financial debt | -1 201 | -724 | 65,9% |
| Foreign exchange losses Foreign exchange gains Change in foreign currency derivatives and interest rate Other financial charges |
-801 1 039 -2 -151 |
-1 192 1 814 -1 007 -1 |
-32,8% -42,7% -99,8% 15000,0% |
| Other financial income | 43 | 73 | -41,1% |
| Other financial income and expenses | 128 | -313 | -140,9% |
| Financial income and expenses | -1 073 | -1 037 | 3,5% |
A12. Income tax
| 30/06/2011 | 30/06/2010 | |||
|---|---|---|---|---|
| in € thousands | Base | Tax | Base | Tax |
| Result before tax | 48 566 | 51 182 | ||
| Reprocessing of CIR (Research tax credit) Adjustment of non-recurring items (including tax) |
-2 245 - |
-2 402 -10 499 |
||
| Result before tax, after adjustements | 46 321 | 38 281 | ||
| Current tax for French companies Current tax for foreign companies Current tax |
-3 306 -12 417 -15 723 |
-3 201 -10 930 -14 131 |
||
| Deferred tax for French companies Deferred tax for foreign companies |
456 -290 |
2 074 -512 |
||
| Deferred tax | 166 | 1 562 | ||
| Tax accounted for Effective tax rate |
-15 557 33,59% |
-12 569 32,83% |
||
| Theoretical tax rate Theoretical tax |
34,43% -15 948 |
34,43% -13 180 |
||
| Difference between theoretical tax and recorded tax | -391 | -611 |
In accordance with IAS 34, in the financial statements at 30 June 2011, the tax charge was determined by applying to the profit before tax for the period the average tax rate estimated for the year.
A13. Result per share
| 30/06/2011 | 30/06/2010 | |
|---|---|---|
| Result attributable to the owners of the parent company | 32 600 142 € | 38 032 019 € |
| Total number of shares | 8 714 352 | 8 714 352 |
| Impact of dilutive instruments | N/A | N/A |
| Number of treasury shares | 35 672 | 39 379 |
| Outstanding shares | 8 678 680 | 8 674 973 |
| Result attributable to the owners of the parent company, per share | 3,76 € | 4,38 € |
| Result attributable to the owners of the parent company, diluted per share | 3,76 € | 4,38 € |
A14. Treasury shares
At June 30, 2011, Virbac held treasury shares intended to supply plans to award performance shares and the implementation of a capital reduction by cancellation of the Company of all or part of the securities purchased. The amount of these shares is recorded as a reduction of equity.
Some plans being matured during the period, employees have exercised their rights. At June 30, 2011, the number of shares amounted to 35,672 (against 46,036 shares at December 31, 2010) for a total of 2933 k €.
A15. Operational sectors
In accordance with IFRS 8, the Group provides a segment as used internally by the chief operating decision maker (PDO).
The segment reporting of the Group is the geographical area. The breakdown by geographic area is made on seven sectors, according to the location of assets of the Group:
- France;
- Europe (excluding France);
- Latin America;
- North America;
- Asia
- Pacific
- Africa & Middle East.
The Group's operations are organized and managed separately according to the nature of the markets. There are two marketing segments that are pets and farm animals. These can not be considered as a segment information for the reasons listed below:
• Nature of products: most therapeutic segments are common pets and farm animals (antibiotics, pesticides ...)
• production processes: the production lines are common to both segments and there is no significant differentiation of supply sources;
• type or category of customers: the distinction is made between the ethical sector (veterinarians) and OTC (Over the counter);
• internal organization: the management structures of the Virbac Group are organized by geographical areas. No, at Group level, responsibility for marketing segment;
• distribution methods: the main distribution channels are more dependent on countries that segment marketing. The sales force may be, in some cases, common to both segments marketing;
• nature of the regulatory environment means the bodies authorizing the placing on the market are the same regardless of the segment.
In the information presented below, the areas correspond to geographical areas (areas of implementation of the Group's assets).
| € thousands | France | Europe (excluding France) |
Latin America |
North America |
Asia | Pacific | Africa & Middle East |
Total |
|---|---|---|---|---|---|---|---|---|
| Revenue from ordinary activities Operating result |
70 085 9 169 |
85 066 9 276 |
22 434 3 121 |
44 123 13 445 |
36 651 4 956 |
42 429 7 117 |
13 732 2 555 |
314 520 49 639 |
| Result attributable to the owners of the parent company Non-controlling interests |
5 603 5 |
5 928 386 |
2 017 - |
8 674 - |
3 623 79 |
4 933 - |
1 822 - |
32 600 470 |
| Consolidated result | 5 608 | 6 314 | 2 017 | 8 674 | 3 702 | 4 933 | 1 822 | 33 070 |
June 30th, 2011
June 30th, 2010
| in € thousands | France | Europe (excluding France) |
Latin America |
North America |
Asia | Pacific | Africa & Middle East |
Total |
|---|---|---|---|---|---|---|---|---|
| Revenue from ordinary activities Operating result |
67 614 6 434 |
78 697 10 604 |
16 687 1 823 |
43 848 12 236 |
31 966 4 655 |
32 605 14 310 |
12 670 2 157 |
284 087 52 219 |
| Result attributable to the owners of the parent company Non-controlling interests |
3 784 5 |
6 776 312 |
1 444 - |
7 815 - |
3 217 85 |
13 673 - |
1 323 - |
38 032 402 |
| Consolidated result | 3 789 | 7 088 | 1 444 | 7 815 | 3 302 | 13 673 | 1 323 | 38 434 |
A16. Information on related parties
Executive compensation
| Fixed remuneration (including fringe benefits) |
Compensation linked to terms of office for administrators in Group companies |
Variable | compensation Total remuneration | |
|---|---|---|---|---|
| Éric Marée | 143 842 € | 30 750 € | 90 500 € | 265 092 € |
| Pierre Pagès | 97 985 € | 29 200 € | 56 000 € | 183 185 € |
| Christian Karst | 94 828 € | 19 000 € | 50 000 € | 163 828 € |
| Michel Garaudet | 88 092 € | 6 050 € | 27 500 € | 121 642 € |
| Jean-Pierre Dick | 17 676 € | - | 7 500 € | 25 176 € |
| Total | 442 423 € | 85 000 € | 231 500 € | 758 923 € |
Compensation paid in respect of the 2011 financial half-year corresponds with the fixed compensation paid in 2011, the compensation linked to the offices of the directors in the Group's companies paid in 2011, the variable compensation related to the period and to the benefits in kind awarded in 2011 (company vehicle).
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 goals;
Others benefits
In addition to the various compensation items, members of the executive board enjoy the following benefits.
Retirement
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 ten years service in the Group (including nine 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 managers in the event their off ices are terminated are as follows:
- Éric Marée: 483,000;
- Pierre Pagès: 404,000;
- Christian Karst: 326,000.
Allocation of performance shares
In line with the authorisation granted by the shareholders' meeting, since 2006, the executive board has awarded stock grants to certain managers of Virbac and of its subsidiaries. These grants are contingent upon the achievement of a performance goal tied to the Group's profitability and net debt, which will respectively be assessed at the end of 2008, 2009, 2010, 2011 and 2012.
The performance shares granted under the plans 2009, 2010 and 2011 are respectively 14,450 shares, 12,000 shares and 10,000 shares.
Grants of performance shares granted to board members in 2009, 2010 and 2011 are as follows:
| Number of shares Plan 2009 |
Number of shares Plan 2010 |
Number of shares Plan 2011 |
|
|---|---|---|---|
| Éric Marée | 1 800 | 1 460 | 1 150 |
| Pierre Pagès | 1 300 | 1 080 | 850 |
| Christian Karst | 1 200 | 1 000 | 820 |
| Michel Garaudet | 800 | 665 | 510 |
| Total | 5 100 | 4 205 | 3 330 |
A17. Scope of consolidation
| Company name | Locality | Country | Checked at 30/06/2011 |
Checked at 31/12/2010 |
|---|---|---|---|---|
| Virbac (parent company) | Carros | France | 100,00% | 100,00% |
| Interlab | Carros | France | 100,00% | 100,00% |
| Virbac France | 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% |
| Virbac Sp Z o.o. | Varsovie | Pologne | 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 Österreich GmbH | Vienne | Austria | 100,00% | 100,00% |
| Virbac Korea Co. Ltd | Séoul | South Korea | 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 | Japan | 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 | Sintra | 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 companies consolidated by global integration | 44 | 44 | ||
| German company | - | - | 23,99% | 23,99% |
| Uruguayan company (Santa Elena) | - | - | 30,00% | 30,00% |
| Number of companies consolidated by the equity method | 2 | 2 | ||
| Number of companies incorporated in consolidation | 46 | 46 |
*pre-consolidated levels
III. CERTIFICATE OF THE PERSON RESPONSIBLE FOR THE HALF YEARLY FINANCIAL REPORT 2011
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, 2011
Éric Marée Chairman of the executive board
IV. STATUTORY AUDITORS' REPORT ON THE FIRST HALF YEARLY FINANCIAL INFORMATION
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, 2011;
-
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. Our role is to express a conclusion on these financial statements based on our review.
1 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.
2 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, 2011 The Statutory Auditors French original signed by
Novances - David & Associés
Deloitte & Associés
Jean-Pierre GIRAUD
Hugues DESGRANGES