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Virbac Interim / Quarterly Report 2020

Sep 16, 2020

1753_ir_2020-09-16_8413b1bb-a2fb-4a68-9d24-5581fc0fd640.pdf

Interim / Quarterly Report

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Virbac

Half-yearly financial report As of June 30, 2020

Virbac: NYSE Euronext – Compartment A - code ISIN: FR0000031577 / MNEMO: VIRP Financial Affairs department – Phone number: +33 4 92 08 71 32 – [email protected] – corporate.virbac.com

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HALF-YEARLY FINANCIAL REPORT 2020 Half-yearly management report

FIRST HALF 2020 MAJOR EVENTS

Covid-19 health crisis

The beginning of 2020 was marked by the Covid-19 health crisis which has spread around the world and which continues to affect many geographic areas where the Group operates. Depending on its duration, its geographic expansion and the resulting economic and social consequences, the health crisis can have a significant impact on the Group's activities and the achievement of its objectives.

Virbac has implemented a crisis management system to prevent and limit the impact of adverse events on all of its entities. Faced with this health crisis, the Group's priority is to preserve the health, safety and security of its employees.

The Group's information systems allow flexible and remote working methods to be developed on a large scale, and are subject to adequate security devices.

Supply chain and inventory management policies, industrial site continuity plans make it possible to anticipate the actions required to manage their disruptions. The relationships built with the Group's strategic suppliers, sourcing diversification policies and operational continuity plans help to limit the impact of the crisis.

Virbac's global presence in terms of geographic areas, product categories and distribution channels, the very strong responsiveness and adaptability of the teams through its organizational model, as well as the robustness of its financial situation, all contribute to its capacity to face the economic consequences of this crisis.

Divestment agreement on US rights on Sentinel® trademarks to MSD Animal Health

Virbac entered in May 2020 into an agreement with MSD Animal Health, a division of Merck & Co., Inc., Kenilworth, N.J., USA (NYSE:MRK), to divest rights to veterinary products currently marketed in the United States under the Sentinel® brands by Virbac, for approximately US \$400 million in an all-cash deal subject to customary post-closing adjustments. These assets were acquired in early 2015 from Eli Lilly.

Under the terms of this agreement, Virbac will divest a combination of rights for the United States on trademarks, marketing authorizations, patents, know-how, and other assets, related to two parasiticides for dogs: Sentinel® Flavor Tabs® and Sentinel® Spectrum®. In relation with the transaction, Virbac will keep its commercial structure substantially unchanged, and will continue to manufacture Sentinel® Spectrum® at its Bridgeton, Missouri site for the next ten years.

In the United States, Sentinel ® Flavor Tabs® and Sentinel® Spectrum® have reached total revenues of around US \$70 million in 2019. At the time of the acquisition, Virbac was expecting a high leverage from the synergies on the historical ranges through the access to new large veterinary clinics and the more than doubling of the sales force. These synergies on historical products have not materialized due to the Bridgeton manufacturing site temporary interruption, while the number of brands in the parasiticide segment has grown over the recent years. Divesting these brands is an opportunity for Virbac to significantly deleverage the Group. It also allows the Group to refocus on the existing portfolio of products offered to veterinary clinics and pet owners in the United States, and maximize growth potential, either organically through future launches, or through acquisitions.

The financial impacts of this divestment to Virbac's revenue and operating profit before depreciation of intangible assets arising from acquisitions ("Ebita"), are estimated (on a full year pro forma basis) to be a decrease in revenue of approximately US \$55 million and around 3 points on the ratio of Ebita to revenue. The impact of the divestment on the whole of 2020 should be limited to 1 point on the ratio of Ebita to revenue, Sentinel® having generated revenue of US \$39 million during the first semester.

In accordance with IFRS 5, assets held for sale were presented on a separate line in the balance sheet. It should be noted that the activity intended for sale does not meet the criteria for a discontinued activity.

Decision to end the production of the leishmaniosis vaccine

Following the arrival in 2016 of a new player on the market, offering a simplified injection process compared to the one commercialized by Virbac, the Group scaled down its business plans, and recognized an impairment of the Cash-Generating Unit (CGU) in its accounts.

Given the level of sales, which sharply fell these last years, and faced with technical difficulties in the production processes, the Group has decided, in June, to end the production of its leishmaniosis vaccine.

In accordance with IAS 36, the residual assets related to this CGU have been entirely impaired. The impairment has been recognized as non-recurring income and expenses. Given the non-materiality of this line of activity, the Group did not retain the application of the criteria of discontinued operations as per IFRS 5.

Six-week shutdown of worldwide dog and cat vaccine production

Following an underground pipeline rupture on the Carros site, the worldwide dog and cat vaccine production site was shut down in mid-April and restarted its activities of production at the beginning of June, and activities of release progressively from the month of August, after repairs allowing the resumption of manufacturing under GMP (Good manufacturing practice) rules. The Group has noted a decrease in its sales of vaccines over the first six months of the year, but given the uncertainties on demand in the context of the Covid-19, it is difficult to clearly identify the share of the decline linked to this incident as of June 30, 2020.

MAJOR EVENTS SUBSEQUENT TO CLOSING

Divestment of US rights on Sentinel® trademarks to MSD Animal Health

On July 1, following the agreement signed in May 2020, Virbac divested its parasiticides for dogs: Sentinel® Flavor Tabs® and Sentinel® Spectrum® to MSD Animal Health, a division of Merck & Co., Inc., Kenilworth, N.J., USA (NYSE:MRK). The consideration received for the transaction amounted to US \$410 million, settled in cash. Subject to customary closing adjustments, the capital gain on the sale is US \$84 million.

According to the terms of the agreement, Virbac has divested a combination of rights and assets for the United States on Sentinel® Flavor Tabs® and Sentinel® Spectrum®, and will continue to manufacture Sentinel® Spectrum® at the Bridgeton, Missouri site for the next ten years.

Reduction of the financial debt in US \$

Following the divestment of the United States rights to the Sentinel® brands and the collection of US \$410 million, the net debt of Virbac has become negative. The lines of credit drawn in US \$have been reimbursed. In addition, the Group will retain the major part of its credit lines negotiated and not yet drawn until their maturity (around 2022 for the most lines), therefore maintaining the possibility to finance a potential increase in working capital, an opportunity of external growth or any other project requiring financing.

ANALYSIS OF CONSOLIDATED DATA

Revenue growth

Over the first half of the year, revenue amounted to €478.3 million compared to €463.7 million for the same period in 2019, representing an overall increase of +3.1% (+2.4% excluding Sentinel®). Excluding the unfavorable impact of exchange rates, revenue increased by +5.0% (+4.5% excluding Sentinel®).

Growth by segment

2020.06 2019.06 Change
at actual rates
Change
at constant rates
and scope 1
Companion animals 284,0 270,4 5,0% 5,3%
Food producing animals 189,0 186,4 1,4% 5,3%
Other activities 5,3 6,9 -24,2% -19,6%
Total 478,3 463,7 3,1% 5,0%

Companion animals

Food producing animals

Other businesses

Growth by region

Consolidated number in million Euros
Companion animals 284,0 270,4 5,0% 5,3%
Food producing animals 189,0 186,4 1,4% 5,3%
Other activities 5,3 6,9 -24,2% -19,6%
Total 478,3 463,7 3,1% 5,0%
1 The change at constant exchange rates and scope corresponds to organic growth in sales excluding fluctuations in
exchange rates by calculating the indicator for the year in question and that of the previous financial year based on
identical exchange rates (the exchange rate used is that of the previous financial year), and excluding variation of
the scope by calculating the indicator for the financial year in question based on the consolidation scope of the
previous financial year.
Companion animals
Revenue in the companion animal segment is rising overall by +5.0% at actual rates (+5.3% at constant exchange
rates, and +5.8% outside of the United States), essentially driven by growth in the internal and external parasiticide
lines, pet food (anticipation of purchases preceding price increases and confinement related to Covid-19) and
specialties, which compensate for the withdrawal of the antibiotics and vaccines lines.
Food producing animals
The food producing animal segment is growing by +1.4% at actual exchange rates (+5.3% at constant rates),
mainly driven by products dedicated to ruminants (+7.0% at constant rates), thanks to the good performance of
antibiotics and parasiticides. Aquaculture is growing by 3.8% mainly thanks to the antimicrobials range with the
launch of Veterin 80% and to parasiticides. The industrial sector (swine and poultry) remained stable compared to
the same period in 2019.
Other businesses
These activities, which represent just over 1% of sales for the half-year, correspond to markets of lesser strategic
importance for the Group, and include manufacturing done for third parties in the United States and Australia.
Growth by region
2020.06 2019.06 Change
at actual rates
Change
at constant rates
and scope 1
Consolidated number in million Euros
France 54,1 50,5 7,2% 7,2%
Europe excluding France 137,5 130,8 5,1% 4,9%
North America 77,1 72,9 5,8% 3,1%
Latin America 78,2 77,2 1,3% 9,3%
Africa & Middle East 14,8 16,0 -7,0% 4,9%
Asia 75,4 75,9 -0,6% 0,1%
Pacific 41,1 40,5 1,5% 6,6%
Total 478,3 463,7 3,2% 5,0%
1 The change at constant exchange rates and scope corresponds to organic growth in sales excluding fluctuations in
exchange rates by calculating the indicator for the year in question and that of the previous financial year based on
identical exchange rates (the exchange rate used is that of the previous financial year), and excluding variation of
the scope by calculating the indicator for the financial year in question based on the consolidation scope of the
previous financial year.

All regions are experiencing growth at the end of June, reflecting the resilience of the sector and also the different stages of the epidemic depending on the geographical location. Europe and Latin America led the growth for the first half-year at +5.7% (+5.5% at constant exchange rates) and +1.3% (+9.3% at constant exchange rates) respectively, although some countries were more affected by the health crisis (United Kingdom and Italy). The Asia-Pacific region grew by +0.1% (+2.4% at constant exchange rates), impacted by a significant decline in India over the period. Finally, the United States achieved growth of +5.8% (+3.1% at constant exchange rates and -2.8% excluding Sentinel) thanks in particular to sales of Sentinel and the dermatology, hygiene and nutraceuticals ranges.

Evolution of the financial results

Income statement

Consolidated number in million Euros 2020.06 2019.06 Change
2020 / 2019
Revenue from ordinary activities 478,3 463,7 3,1%
Growth at constant exchange rates 1
Pro-forma growth at constant exchange rates 1
5,0%
5,0%
Current operating profit before depreciation of
assets arising from acquisitions
85,5 66,9 27,7%
As a % of revenue 17,9% 14,4%
Operating profit from ordinary activities 79,1 59,4 33,2%
As a % of revenue 16,5% 12,8%
Operating result 73,8 50,0 47,6%
Result for the period 49,7 28,4 75,1%
attributable to the owners of the parent company 47,2 26,4 78,4%
attributable to the non-controlling interests 2,6 2,0 31,0%

1 The change at constant exchange rates and scope corresponds to organic growth in sales excluding fluctuations in exchange rates by calculating the indicator for the year in question and that of the previous financial year based on identical exchange rates (the exchange rate used is that of the previous financial year), and excluding variation of the scope by calculating the indicator for the financial year in question based on the consolidation scope of the previous financial year.

The current operating profit before depreciation of assets arising from acquisitions amounts to €85.5 million, compared to €66.9 million as of June 30, 2019, growing by 27.7%. This improved performance can be explained by the combined impact of the growth of the activity, particularly during the first quarter, and significant reduction in expenses initiated or incurred by the Group in response to the Covid-19 pandemic. The expenses concerned by these reductions are mainly commercial expenses, R&D and travel expenses. Personnel costs have remained relatively stable compared to the first semester of 2019.

The depreciation of intangible assets arising from acquisitions have decreased by €1.2 million compared to the first semester of 2019 due to the end of the depreciation of a patent in the United States.

The operating result amounts to €73.8 million, against €50.0 million at the end of June 2019, up by 47.6 %. Over the first semester of 2020, the other non-recurring income and expenses correspond to an additional impairment of Leishmaniosis vaccine CGU of €4.8 million following the decision to end the production of the vaccine during the period, as well as an expense of €0.6 million related to costs directly linked to the divestment of rights to the Sentinel® assets.

The financial result is stable compared to the first semester of 2019 (€8.7 million). The reduction of the cost of the financial debt by €3.0 million is neutralized by negative exchange rate impacts mainly linked to the evolution of the Chilean peso.

The result for the period attributable to the owners of the parent company amounts to €47.2 million, compared to €26.4 million over the same period in 2019, growing by 78.4%.

The result for the period attributable to the non-controlling interests amounts to €2.6 million, compared to €2.0 million as of June 30, 2019. This increase is explained by the good performance of the activity in Chile.

Analysis of the financial situation

Balance sheet structure

in € million 2020.06 2019.12 2019.06
Net assets 546.2 859.7 865.0
Operating WCR 150.9 125.1 186.1
Assets held for sale 289.5 - -
Invested capital 986.6 984.8 1,051.1
Equity attributable to the owners of the parent company 548.0 517.8 488.9
Non-controlling interests and provisions 90.4 98.7 106.7
Net debt 348.2 368.4 455.5
Financing 986.6 984.9 1,051.1

The balance sheet structure is essentially modified by the reclassification of the Sentinel® assets in assets held for sales for a value of €289.5 million.

The main variances of the balance sheet items are detailed in the notes to the condensed consolidated accounts.

Financing

As of June 30, 2020, the net debt of the Group amounts to €348.2 million, compared to €368.4 million at the end of 2019. This reduction in debt by €20.2 million is mainly linked to the favourable evolution of the revenue over the period, as well as to a significant reduction in expenses initiated or incurred by the Group in response to the Covid-19 pandemic.

The main features of Virbac's three funding instruments are as follows:

  • a syndicated loan of €420 million, drawn in euros and American dollars, contracted with a pool of banks repayable at maturity, with an initial maturity of April 2020, extended until April 9, 2022;
  • market-based contracts (Schuldschein) consisting of four installments, with maturities of five, seven and ten years, at variable and fixed rates;
  • a US \$90 million financing contract with the European investment bank (EIB) for a seven-year term, of which one half is repayable in full and the other half is payable over eleven years.

Virbac also received bilateral loans and Public investment bank (BPI) financing. Following the Covid-19 pandemic, six-month postponements were granted by the BPI on its financing, and Virbac obtained extensions until January 1, 2021 from its banks on two of its bilateral loans which should have normally ended during the third quarter of 2020.

As of June 30, 2020, the position of the funding instruments was as follows:

  • the syndicated loan was drawn for amounts of €78 million and US \$130 million;
  • the market-based contracts amounted to €15 million and US \$8 million;
  • the bilateral loans and BPI and EIB financing amounted to €57.9 million and US \$90 million.

These funding instruments include a financial covenant compliance clause that requires the borrower to adhere to the following financial ratios based on the consolidated accounts and reflecting net consolidated debt1 for the period considered on the consolidated Ebitda (Earnings before interest, taxes, depreciation and amortization)2 for the twelve previous months period for half-year statements. Since January 1, 2019, the calculation of this ratio includes the impact of the application of IFRS 16 in Virbac's consolidated accounts.

As of June 30, 2020, the ratio amounts to 1.90, below the threshold of the financial covenant which is set at 4.25.

1 Consolidated net debt refers to the sum of other current and non-current financial liabilities, namely the following items: loans, bank overdrafts, accrued interest liabilities, debts related to finance leases, profit sharing, interest rate and foreign exchange derivatives, and others; less the amount of the following items: cash and cash equivalents, term deposits, and foreign exchange and interest rate derivatives as shown in the consolidated accounts.

2 Consolidated Ebitda refers to net operating income for the last twelve months (that of the last six months of 2019 added to that of the first half-year of 2020), plus depreciations and provisions, net of reversals and dividends received from non-consolidated subsidiaries.

DESCRIPTION OF KEY RISKS AND UNCERTAINTIES FOR THE REMAINING SIX MONTHS OF THE YEAR

The main risk factors to which the Group is exposed are detailed in the 2019 annual report, available on the web site corporate.virbac.com.

Regarding the Covid-19 pandemic, the Group is not able to predict to what extent the epidemic and its developments will impact its activities, operations and financial performance beyond 2020. The magnitude of the impact of the Covid-19 on the Group results will depend on future developments, including, but not limited to, the duration and the extent of the epidemic, its severity, the actions taken to contain the virus or treat its impact, and the speed of return to normal economic and operational conditions.

The pandemic could lead to a decrease in the Group's revenue in markets in which it operates, due to short-lived contractions in animal health spending linked to confinement periods, or to more durable spending restraints, which may have a significant impact on its operational activity.

Should the pandemic continue, Virbac could also face more delays on the development of its products than those already observed, due to restrictions imposed on sites, as well as delays or interruptions to regulatory authorizations. These would have a negative impact on the marketing of the products, and therefore on the future sales, the activity and the operational profit of the Group.

The Covid-19 pandemic could expose Virbac to a slowdown or temporary suspension of the manufacture of its products. The setting-up of long term restrictive measures in order to control the epidemic could lead to delays, disruptions or interruptions of the supply chain and could have a negative impact on the activity of the Group.

The instability of the global economic conditions induced by the pandemic could accelerate and intensify the other risk factors identified in the "Risk factors" chapter of Virbac's 2019 annual report, which could have an impact on its activity, its operational and financial conditions, and its profits.

Finally, should the pandemic continue, Virbac's operations could also be impacted by teleworking, confinement and other restrictions which would be adopted.

Each of these risks, and others that have not yet been identified, are likely to occur in the second half of 2020 or in subsequent years, and could result in a significant variance between current results and the outlook set out in this report.

OPERATIONS WITH RELATED PARTIES

Information on related parties is detailed in note A31 to the condensed half-yearly consolidated financial statements.

OUTLOOK

In view of the items presented above and the resilience of the Group's business, at this stage Virbac anticipates revenue that could be on the high end of the previously shared range of -3% to 0% for 2020 at actual scope (post-Sentinel® disposal) and at constant rates. Furthermore, on the basis of mid-July exchange rates, the Group anticipates an unfavorable exchange rate impact of approximately €25 to €30 million related to the sharp depreciation of currencies in the Latin America and Asia-Pacific regions. The ratio of "current operating profit before depreciation of assets arising from acquisitions" to "revenue" should be within a range of 12% and 13% in 2020 at actual scope and constant rates.

Finally, the early July disposal of Sentinel® brands, for which Virbac United-States will continue to manufacture the Sentinel® Spectrum® formulation at its Bridgeton site, is expected to result in a decrease in revenue of approximately US \$55 million and approximately 3 points of the Ebita to revenue ratio on a pro forma full-year basis. For 2020, the impact on the Ebita to revenue ratio is expected to be limited to approximately 1 point, given the good level of sales of Sentinel®, which accounted for revenue of US \$39 million in the first half.

From a financial standpoint, the divestiture of Sentinel® for a total of US \$410 million resulted in negative net debt. Lines of credit drawn in US dollars were repaid, and the major portion of the Group's financing, maturing in 2022 for the most part, was retained for covering potential working capital requirements, external growth operations or other projects.

HALF-YEARLY FINANCIAL REPORT 2020 Condensed consolidated accounts

CONSOLIDATED FINANCIAL STATEMENTS

Statement of financial position

in € thousand Notes 2020.06 2019.12
Goodwill A1-A3 138,532 312,882
Intangible assets A2-A3 147,113 272,134
Tangible assets A
4
211,414 224,792
Right of use A
5
32,264 34,003
Other financial assets A
6
4,081 12,195
Share in companies accounted for by the equity method A
7
3,690 3,392
Deferred tax assets A
8
12,446 12,991
Non-current assets 549,540 872,390
Inventories and work in progress A
9
202,532 206,582
Trade receivables A10 121,022 99,386
Other financial assets A
6
9,057 346
Other receivables A11 48,242 50,899
Cash and cash equivalents A12 117,940 93,656
Assets classified as held for sale A13 289,484 -
Current assets 788,276 450,869
Assets 1,337,817 1,323,259
Share capital 10,573 10,573
Reserves attributable to the owners of the parent company 537,451 507,210
Equity attributable to the owners of the parent company 548,023 517,783
Non-controlling interests 30,550 34,096
Equity 578,573 551,878
Deferred tax liabilities A
8
30,981 34,658
Provisions for employee benefits 20,058 20,294
Other provisions A14 7,603 8,551
Lease liability A15 25,305 26,090
Other financial liabilities A16 328,308 306,869
Other payables A17 1,850 2,427
Non-current liabilities 414,105 398,889
Other provisions A14 1,160 1,055
Trade payables A18 92,775 95,769
Lease liability A15 7,988 8,573
Other financial liabilities A16 104,544 120,556
Other payables A17 138,671 146,538
Current liabilities 345,138 372,492
Liabilities 1,337,817 1,323,259

Income statement

in € thousand Notes 2020.06 2019.06 Variation
Revenue from ordinary activities A19 478,308 463,733 3.1%
Purchases consumed A20 -155,912 -152,494
External costs A21 -74,664 -80,976
Personnel costs -139,072 -138,723
Taxes and duties -7,348 -7,207
Depreciations and provisions A22 -19,019 -19,998
Other operating income and expenses A23 3,179 2,583
Current operating profit before depreciation of assets arising
from acquisitions1
85,472 66,917 27.7%
Depreciations of intangible assets arising from acquisitions A22 -6,337 -7,522
Operating profit from ordinary activities 79,135 59,395 33.2%
Other non-current income and expenses A24 -5,380 -9,431
Operating result 73,755 49,964 47.6%
Financial income and expenses A25 -8,663 -8,695
Profit before tax 65,092 41,269 57.7%
Income tax A26 -15,672 -12,964
Including non-current tax expense 1,532 2,345
Share from companies' result accounted for by the equity method A
7
303 90
Net result from ordinary activities2 A27 53,570 35,481 51.0%
Result for the period 49,722 28,395 75.1%
attributable to the owners of the parent company 47,155 26,435 78.4%
attributable to the non-controlling interests 2,567 1,960 31.0%
Profit attributable to the owners of the parent company, per share A28 €5.59 €3.14 78.2%
Profit attributable to the owners of the parent company, diluted per share A28 €5.59 €3.14 78.2%

1 In order to provide a clearer picture of its economic performance, the Group has isolated the impact of the depreciation of intangible assets arising from acquisition transactions. This turned out to have a material effect considering the latest external growth that took place through acquisitions. Therefore, the income statement shows a current operating profit, before depreciation of assets arising from acquisitions (see note A22).

2 The Group discloses a "Net result from ordinary activities" that equates to net profit restated for the following items:

  • the line "Other non-current income and expenses";
  • non-current tax, which includes the tax impact of "Other non-current income and expenses", as well as all nonrecurring tax income and expenses.

At June 30, 2020, the line "Including non-recurrent tax expense" applies to the deferred tax income on the impairment of the Leishmaniosis vaccine CGU (€1,532 thousand).

Comprehensive income statement

in € thousand 2020.06 2019.06 Variation
Result for the period 49,722 28,395 75.1%
Conversion gains and losses -19,059 5,384
Effective portion of gains and losses on hedging instruments -1,164 -2,800
Items subsequently reclassifiable to profit and loss -20,223 2,585 -882.4%
Actuarial gains and losses 119 -539
Items not subsequently reclassifiable to profit and loss 119 -539 -122.1%
Other items of comprehensive income (before tax) -20,104 2,046 -1082.5%
Tax on items subsequently reclassifiable to profit and loss 375 889
Tax on items not subsequently reclassifiable to profit and loss -31 204
Comprehensive income 29,962 31,534 -5.0%
attributable to the owners of the parent company 29,802 28,489 4.6%
attributable to the non-controlling interests 160 3,045 -94.8%

Statement of change in equity

Share
capital
Share
premiums
Reserves Conversion
reserves
Result
for the
period
Equity
attributable
to the owners
of the parent
company
Non
controlling
interests
Equity
in € thousand
Equity as at 12/31/2018 10,573 6,534 439,650 -16,548 20,099 460,307 35,567 495,875
2018 allocation of net income - - 20,099 - -20,099 - - -
Distribution of dividends - - - - - - -1,756 -1,756
Treasury shares - - 2,411 - - 2,411 - 2,411
Changes in scope - - - - - - - -
Other variations - - -1,540 - - -1,540 -516 -2,056
Comprehensive income - - -2,507 7,562 51,550 56,606 800 57,405
Equity as at 12/31/2019 10,573 6,534 458,114 -8,986 51,550 517,783 34,096 551,878
2019 allocation of net income - - 51,550 - -51,550 - - -
Distribution of dividends - - - - - - -3,706 -3,706
Treasury shares - - 343 - - 343 - 343
Changes in scope - - - - - - - -
Other variations - - 95 - - 95 - 95
Comprehensive income - - -700 -16,653 47,155 29,802 160 29,962
Equity as at 06/30/2020 10,573 6,534 509,402 -25,639 47,155 548,023 30,550 578,573

The ordinary shareholders' meeting of June 18, 2020 approved the decision not to pay dividends on the result of the fiscal year 2019.

For information, changes in equity of the first half of 2019 were as follows:

in € thousand 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 as at 12/31/2018 10,573 6,534 439,650 -16,548 20,099 460,307 35,567 495,875
2018 allocation of net income - - 20,099 - -20,099 - - -
Distribution of dividends - - - - - - -1,756 -1,756
Treasury shares - - 806 - - 806 - 806
Changes in scope - - - - - - - -
Other variations - - -705 - - -705 -533 -1,238
Comprehensive income - - -2,245 4,299 26,435 28,489 3,045 31,534
Equity as at 06/30/2019 10,573 6,534 457,606 -12,249 26,435 488,898 36,323 525,222

The item "Other variations" corresponded:

  • on one hand, entries recognized in equity in accordance with IAS 8, arising from an error in the calculation of the deferred tax liability related to assets in the Chilean entity (for a global amount of -€1.1 million to be split between the reserves attributable to the owners of the parent company and the non-controlling interests);
  • on the other hand, the opening impact on equity of the implementation of IFRS 16 based on the modified retrospective approach, totalling -€0.2 million.

Statement of change in cash position

in € thousand 2020.06 2019.06
Cash and cash equivalents 93,656 62,810
Bank overdraft -13,770 -19,173
Accrued interests not yet matured -37 -49
Opening net cash position 79,849 43,588
Cash and cash equivalents 117,940 70,866
Bank overdraft -9,735 -11,813
Accrued interests not yet matured -19 -50
Closing net cash position 108,186 59,003
Impact of currency conversion adjustments -3,883 693
Impact of changes in scope - -
Net change in cash position 32,219 14,722

Cash flow statement

in € thousand Notes 2020.06 2019.06
Result for the period 49,722 28,395
Elimination of share from companies' profit accounted for by the equity method A
7
-303 -90
Elimination of depreciations and provisions A14-A22 29,804 34,421
Elimination of deferred tax change A
8
-866 -1,712
Elimination of gains and losses on disposals A23 202 -2,004
Other income and expenses with no cash impact -3,319 2,159
Cash flow 75,241 61,169
Effect of net change in inventories A
9
-12,145 -11,517
Effect of net change in trade receivables A10 -27,322 -12,605
Effect of net change in trade payables A18 3,699 -5,166
Effect of net change in other receivables and payables A11-A17 -6,978 -17,053
Including income tax accrued for the period 16,538 12,964
Including income tax paid -17,761 -11,256
Effect of change in working capital requirements -42,746 -46,341
Net financial interests paid A25 5,593 8,715
Net cash flow generated by operating activities 38,087 23,543
Acquisitions of intangible assets A2-A18 -4,420 -4,545
Acquisitions of tangible assets A4-A18 -8,071 -7,650
Disposals of intangible and tangible assets A23 233 6,160
Change in financial assets A
6
3,389 388
Change in debts relative to acquisitions - -
Acquisitions of subsidiaries or activities - -
Disposals of subsidiaries or activities - -
Withholding tax on distributions - -
Dividends received - -
Net cash flow allocated to investing activities -8,869 -5,647
Dividends paid to the owners of the parent company - -
Dividends paid to the non-controlling interests -1,546 -2,057
Change in treasury shares -221 864
Increase/decrease of capital - -
Cash investments - -
Debt issuance A16 56,606 48,239
Repayments of debt A16 -41,820 -36,948
Repayments of lease obligation A15 -4,425 -4,557
Net financial interests paid A25 -5,593 -8,714
Net cash flow from financing activities 3,001 -3,173
Change in cash position 32,219 14,722

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

General information note

Virbac is an independent global pharmaceutical laboratory exclusively dedicated to animal health and markets a full range of products designed for companion animals and food producing animals.

The Virbac share is listed on the Paris stock exchange in compartment A of Euronext.

Virbac is a public limited company under French law with an executive board and a supervisory board. Its trading name is "Virbac". The company was established in 1968 in Carros.

The ordinary and extraordinary combined shareholders' meeting of June 17, 2014 having adopted the resolution on the modification of the statutes, the lifetime of the company was extended by 99 years until June 17, 2113.

The head office is located at 1ère avenue 2,065m LID, 06511 Carros. The company is registered on the Grasse Trade registry under the number 417350311 RCS Grasse.

The 2020 condensed half-year consolidated financial statements were approved by the executive board on August 31, 2020, and were reviewed by the supervisory board on September 15, 2020.

The following explanatory notes support the presentation and are an integral part of the consolidated accounts.

First Half 2020 Major events

Covid-19 health crisis

The beginning of 2020 was marked by the Covid-19 health crisis which has spread around the world and which continues to affect many geographic areas where the Group operates. Depending on its duration, its geographic expansion and the resulting economic and social consequences, the health crisis can have a significant impact on the Group's activities and the achievement of its objectives.

Virbac has implemented a crisis management system to prevent and limit the impact of adverse events on all of its entities. Faced with this health crisis, the Group's priority is to preserve the health, safety and security of its employees.

The Group's information systems allow flexible and remote working methods to be developed on a large scale, and are subject to adequate security devices.

Supply chain and inventory management policies, industrial site continuity plans make it possible to anticipate the actions required to manage their disruptions. The relationships built with the Group's strategic suppliers, sourcing diversification policies and operational continuity plans help to limit the impact of the crisis.

Virbac's global presence in terms of geographic areas, product categories and distribution channels, the very strong responsiveness and adaptability of the teams through its organizational model, as well as the robustness of its financial situation, all contribute to its capacity to face the economic consequences of this crisis.

Divestment agreement on US rights on Sentinel® trademarks to MSD Animal Health

Virbac entered in May 2020 into an agreement with MSD Animal Health, a division of Merck & Co., Inc., Kenilworth, N.J., USA (NYSE:MRK), to divest veterinary products currently marketed in the United States under the Sentinel® brands by Virbac, for approximately US \$400 million in an all-cash deal subject to customary post-closing adjustments. These assets were acquired in early 2015 from Eli Lilly.

Under the terms of this agreement, Virbac will divest a combination of titles and rights for the United States on trademarks, marketing authorizations, patents, know-how, and other assets, related to two parasiticides for dogs: Sentinel® Flavor Tabs® and Sentinel® Spectrum®. In relation with the transaction, Virbac will keep its commercial structure substantially unchanged, and will continue to manufacture Sentinel® SPECTRUM® at its Bridgeton, Missouri site for the next ten years.

In the United States, Sentinel ® Flavor Tabs® and Sentinel® Spectrum® have reached total revenues of around US \$70 million in 2019. At the time of the acquisition, Virbac was expecting a high leverage from the synergies on the historical ranges through the access to new large veterinary clinics and the more than doubling of the sales force. These synergies on historical products have not materialized due to the Bridgeton manufacturing site temporary interruption, while the number of brands in the parasiticide segment has grown over the recent years. Divesting these brands is an opportunity for Virbac to significantly deleverage the Group. It also permits to refocus on the existing portfolio of products offered to veterinary clinics and pet owners in the United States, and maximize growth potential, either organically through future launches, or through acquisitions.

The financial impacts of this divestment to Virbac's revenue and operating profit before depreciation of intangible assets arising from acquisitions ("Ebita"), are estimated (on a full year pro forma basis) to be a decrease in revenue of approximately US \$55 million and around 3 points on the ratio of Ebita to revenue. The impact of the divestment on the whole of 2020 should be limited to 1 point on the ratio of Ebita to revenue, Sentinel® having generated revenue of US \$39 million during the first semester.

In accordance with IFRS 5, assets held for sale were presented on a separate line in the balance sheet. It should be noted that the activity intended for sale does not meet the criteria for a discontinued activity.

Decision to end the production of the leishmaniosis vaccine

Following the arrival in 2016 of a new player on the market, offering a simplified injection process compared to the one commercialized by Virbac, the Group scaled down its business plans, and recognized an impairment of the Cash-Generating Unit (CGU) in its accounts.

Given the level of sales, which sharply fell these last years, and faced with technical difficulties in the production processes, the Group has decided, in June, to end the production of its leishmaniosis vaccines.

In accordance with IAS 36, the residual assets related to this CGU have been entirely impaired. The impairment has been recognized as non-recurring income and expenses. Given the non-materiality of this line of activity, the Group did not retain the application of the criteria of discontinued operations as per IFRS 5.

Six-week shutdown of worldwide dog and cat vaccine production

Following an underground pipeline rupture on the Carros site, the worldwide dog and cat vaccine production site was shut down in mid-April and restarted its activities of production at the beginning of June, and activities of release progressively from the month of August, after repairs allowing the resumption of manufacturing under GMP (Good manufacturing practice) rules. The Group has noted a decrease in its sales of vaccines over the first six months of the year, but given the uncertainties on demand in the context of the Covid-19, it is difficult to clearly identify the share of the decline linked to this incident as of June 30, 2020.

Major events subsequent to closing

Divestment of US rights on Sentinel® trademarks to MSD Animal Health

On July 1, Virbac has divested its parasiticides for dogs: Sentinel® Flavor Tabs® and Sentinel® Spectrum® to MSD Animal Health, a division of Merck & Co., Inc., Kenilworth, N.J., USA (NYSE:MRK). The consideration received for the transaction amounted to US \$410 million, settled in cash. Subject to customary closing adjustments, the capital gain on the sale is US \$84 million.

According to the terms of the agreement, Virbac has divested a combination of rights and assets for the United States on Sentinel® Flavor Tabs® and Sentinel® Spectrum®, and will continue to manufacture Sentinel® Spectrum® at the Bridgeton, Missouri site for the next ten years.

Reduction of the financial debt in US \$

Following the divestment of the United States rights to the Sentinel® brands and the collection of US \$410 million, the net debt of Virbac has become negative. The lines of credit drawn in US \$have been reimbursed. In addition, the Group will retain the major part of its credit lines negotiated and not yet drawn until their maturity (around 2022 for the most lines), therefore maintaining the possibility to finance a potential increase in working capital, an opportunity of external growth or any other project requiring financing.

Main accounting principles applied

Compliance and basis for preparing the consolidated financial statements

The half-year condensed financial statements have been prepared in accordance with standard IAS 34 "Interim financial reporting", standard of the IFRS (International Financial Reporting Standards) as adopted by the European Union. The condensed interim financial statements do not include the whole information required by the IFRS reference system. They should be analyzed with regards to the consolidated statements of the previous year, as of December 31, 2019.

With the exception of the standards, amendments or interpretations of application which are compulsory starting from January 1, 2020, the accounting principles used in the preparation of Virbac's half-year condensed financial statements are identical to those used in the preparation of consolidated statements as of December 31, 2019. They have been established in compliance with the IFRS, as adopted by the European Union as of June 30, 2020, and with the IFRS as published by the IASB (International Accounting Standards Board).

The standards and interpretations of the IFRS as adopted by the European Union are available under the heading "IAS/IFRS interpretations and standards", on the following website: https://ec.europa.eu/finance/company-reporting/standards-interpretations/index\_en.htm

New standards and interpretations

Mandatory standards and interpretations effective January 1, 2020

Amendment to IAS 1 and IAS 8. Definition of "material"

This amendment specifies that information is material if misstating or obscuring it could reasonably be expected to influence decisions made by the primary users on the basis of the financial statements.

Amendment to IFRS 3. Definition of a business

This amendment clarifies the definition of a business, proposing a two-step analysis approach and aiming at limiting the heterogeneity of practices as may concern the concept of business.

Amendment to IFRS standards to update a reference to the conceptual framework

This alignment with the new conceptual framework issued in 2018 concerns following standards and interpretations: IFRS 2, IFRS 3, IFRS 6, IFRS 14, IAS 1, IAS 8, IAS 34, IAS 37, IAS 38, IFRIC 12, IFRIC 19, IFRIC 20, IFRIC 22 and SIC 32.

These amendments did not have any impact on the consolidated accounts.

Standards and interpretations available for early adoption as of January 1, 2020

On the reporting date of these consolidated accounts, the standards and interpretations listed below were submitted by the IASB and IFRIC IC respectively, but were still not adopted by the EU.

  • Amendment to IAS 1. Classification of liabilities as current or non-current
  • Amendment to IFRS 16. Leases Covid-19-related rent concessions
  • Amendment to IFRS 3, IAS 16 and IAS 37. Update of the conceptual framework

The Group chose not to adopt these standards and interpretations early, choosing instead to conduct an analysis of the implications involved in adopting them. Where necessary, the Group will apply these standards in its statements once they are adopted by the European Union.

Consolidation rules

Scope and consolidation methods

Pursuant to IFRS 10 "Consolidated financial statements", the Group's consolidated financial statements include all of the entities controlled, directly or indirectly, by Virbac, whatever equity stake it may have in these entities. An entity is controlled by Virbac once the following three criteria are cumulatively met:

  • the parent company has power over the subsidiary whereby it has actual rights that give it the capacity to direct the relevant activities;
  • the parent company is exposed to or has rights to variable returns because of its connections to that entity;
  • the parent company has the capacity to exercise its power over this entity so as to affect the amount of returns that it receives.

The consolidated financial statements as of June 30, 2020 include the financial statements of the companies that Virbac controls indirectly or directly in law or in fact.

Changes in scope are presented into the note A32.

All transactions between Group companies, as well as inter-company profits, are eliminated from the consolidated accounts

Foreign exchange conversion methods

Conversion of foreign currency operations in the accounts of consolidated companies

Fixed assets and inventories acquired using foreign currency are converted into functional currency using the exchange rates in effect on the date of acquisition. All monetary assets and liabilities denominated in foreign currency are converted using the exchange rates in effect on the year-end date. The resulting exchange rate gains and losses are recorded in the income statement.

Conversion of foreign company accounts

Pursuant to the IAS 21 "Effects of changes in foreign exchange rates" standard, each Group entity accounts for its operations in its functional currency, the currency that most clearly reflects their business environment.

The Group's consolidated financial statements are presented in euros. 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. The conversion difference resulting from the application of a different exchange rate for opening equity is shown as equity on the consolidated balance sheet;

the income statements are converted at the average rate for the period. The conversion difference resulting from the application of an exchange rate different from the balance sheet rate is shown as equity on the consolidated balance sheet.

Use of estimations and assumptions

The drawing up of consolidated financial statements implies that the Group makes a number of estimates and assumptions that have a material impact on the value of the assets and liabilities recognized into the statement of financial position, the information related to these assets and liabilities, the expenses and revenues recognized into the profit and loss statement, and the commitments related to the period.

The current global context had no impact on the critical judgements exercised by the Group to apply the accounting methods and the main sources of uncertainty relating to estimations. They are described into the consolidated financial statements of the period closed December 31, 2019.

In addition, for the purposes of the half-year financial information, pursuant to IAS 34, the Group tax charge is calculated on the basis of the effective tax rate estimated for the fiscal year 2020. This annual effective tax rate was estimated based on the tax rates in force and the estimates of profit before tax of the tax jurisdictions of the Group.

Impact of the health crisis on the financial statements

On January 30, 2020, the World health organisation declared the state of public health emergency of international concern following the spread of the Covid-19 virus, and qualified it as a pandemic on March 11, 2020. In response to this health crisis, governments throughout the world have been forced to adopt restrictive social and economic measures in order to limit the spread of the virus.

These measures taken by all countries have had a significant impact on the global economy. In this context, Virbac has assessed the impact of the uncertainties created by the pandemic.

As of June 30, 2020, these uncertainties did not lead to a significant change in estimates and assumptions taken by the Group. Moreover, Virbac will continue to update these estimates and assumptions in the light of developments in the situation.

Effect of the pandemic on the valuation of Goodwill and intangible assets

In accordance to IAS 36, the Group performs impairment tests of the assets included in each of its CGUs, once a year, and independently from the existence of indicators of loss of value. The latest impairment tests were carried out as of December 31, 2019 (see note A3 to the consolidated accounts as of December 31, 2019).

As part of the preparation of its consolidated accounts as of June 30, 2020, Virbac has analyzed quantitative and qualitative criteria and has identified indicators of loss of value of certain assets directly or indirectly linked to the Covid-19 pandemic.

Even though the impairment tests carried out in 2019 on the CUGs affected by these indicators of loss of value showed recoverable value significantly above their carrying value, the Group updated these tests by reviewing the business plans of each of the CGU.

These tests did not lead the Group to recognize any impairment in the consolidated accounts as of June 30, 2020. The results of the tests on the main CGUs concerned are presented in note A3.

Effect of the pandemic on the revenue

Throughout the Group, the Covid-19 pandemic has not caused any rupture or substantial modification of the distribution contracts.

Effect of the pandemic on the inventory

To address supply risks related to the Covid-19 pandemic, the Group's production sites have built up security stocks and have been able to maintain their level of activity through the implementation of specific health measures. In the event of a decline in production levels, the Group does not take into account the effects of under-absorption in the valuation of the cost of production of inventories in accordance with IAS 2.

Effect of the pandemic on trade receivables

As of June 30, 2020, Virbac analyzed indicators of loss of value of trade receivables, such as the classification of gross receivables by maturity and the amount of doubtful debts. The Group has not identified evidence that could justify a significant increase in credit risk (see note A30).

Effect of the pandemic on the cash flow situation

The Covid-19 pandemic did not negatively impact the Group's liquidity. On the other hand, the Group was able to benefit from government assistance in the form of a postponement of tax and social deadlines in certain countries.

Effect of the pandemic on the presentation of the income statement

The impacts of the pandemic of Covid-19 are presented in the note to the income statement in accordance with the nature of the related income and expenses. No item linked to the health crisis was classified as non-current income and expense.

A1. Goodwill

Change in goodwill by CGU

in € thousand Gross value
as at
12/31/2019
Impairment
value as at
12/31/2019
Net book
value as at
12/31/2019
Increases Transfers Impair
ment
Conversion
gains and
losses
Net book
value as at
06/30/2020
United States 229,305 -3,650 225,655 - -174,181 - 3,871 55,345
Chile 27,891 - 27,891 - - - -2,388 25,503
New Zealand 15,250 -154 15,096 - - - -711 14,385
India 14,215 - 14,215 - - - -699 13,515
SBC 7,548 - 7,548 - - - 78 7,626
Denmark 4,643 - 4,643 - - - -0 4,643
Uruguay 4,235 - 4,235 - - - 14 4,249
Peptech 3,379 - 3,379 - - - -26 3,353
Australia 3,290 -312 2,978 - - - -83 2,895
Colombia 1,744 - 1,744 - - - -173 1,571
Italy 1,585 - 1,585 - - - - 1,585
Greece 1,359 - 1,359 - - - - 1,359
Other CGUs 4,277 -1,722 2,555 - - - -51 2,504
Goodwill 318,720 -5,838 312,882 - -174,181 - -169 138,532

The change in this item is essentially linked to the classification as assets held for sale of the United States CGU related to the Sentinel® products for US \$191.5 million (see note A13).

A2. Intangible assets

Change in intangible assets

Concessions,
patents, licenses
and brands
Other
intangible
assets
Intangible
assets
in progress
Intangible
assets
in € thousand Indefinite life Finite life
Gross value as at 12/31/2019 160,883 231,007 65,520 11,561 468,971
Acquisitions and other increases - 409 1,102 1,773 3,283
Disposals and other decreases - - -5 - -5
Changes in scope - - - - -
Transfers -45,633 -126,207 1,515 -1,822 -172,147
Conversion gains and losses -4,650 -975 -362 -206 -6,194
Gross value as at 06/30/2020 110,599 104,234 67,771 11,305 293,909
Depreciation as at 12/31/2019 -15,976 -127,542 -53,053 -266 -196,838
Depreciation expense - -6,834 -2,106 - -8,941
Impairment losses (net of reversals) - -1,485 - - -1,485
Disposals and other decreases - - 5 - 5
Changes in scope - - - - -
Transfers - 59,295 - - 59,295
Conversion gains and losses - 900 217 50 1,167
Depreciation as at 06/30/2020 -15,976 -75,666 -54,937 -216 -146,796
Net value as at 12/31/2019 144,907 103,465 12,468 11,295 272,134
Net value as at 06/30/2020 94,623 28,568 12,834 11,089 147,113

Concessions, patents, licences and brands

The item "Concessions patents, licences and brands" include:

  • rights relating to the patents, know-how and market authorizations necessary for the Group's production activities and commercialization procedures;
  • trademarks;
  • distribution rights, customer files and other rights to intangible assets.

It is made up primarily of intangible assets arising from acquisitions, which are treated in accordance with IAS 38, as well as assets acquired as part of external growth transactions, as defined by IFRS 3.

On this item, the main change is linked to the classification as assets held for sale of the intangible assets related to the Sentinel® products for a net value of US \$124.1 million (see note A13).

The impairment of €1.5 million recognized on the assets with indefinite life are related to a patent of the leishmaniosis vaccine CGU, following the decision to end the production of this vaccine.

Acquisition
date
Brands Patents
and
know-how
Marketing
authorizations
and registration
Customers
lists and
others
Total
in € thousand rights
SBC 2015 - 3,916 2,055 - 5,971
Uruguay: Santa Elena 2013 3,501 8,998 - - 12,499
Australia: Axon 2013 881 993 - - 1,874
Australia: Fort Dodge 2010 1,097 440 - - 1,537
New Zealand 2012 3,033 703 - 2,008 5,744
Centrovet 2012 17,338 29,064 - 5,982 52,384
Multimin 2011-2012 3,064 3,909 - - 6,972
Peptech 2011 947 - - - 947
Colombia: Synthesis 2011 1,467 - 508 - 1,975
Schering-Plough Europe 2008 4,879 - 2,860 - 7,739
India: GSK 2006 10,645 - - - 10,645
Others 0 6,839 2,586 3,996 1,483 14,904
Total intangible assets 53,690 50,609 9,419 9,473 123,191

As of June 30, 2020, the item "Concessions, patents, licences and brands" comprised the following:

The classification of intangible assets according to useful life results from the analysis of all relevant economic and legal factors, making it possible to conclude whether or not there is a foreseeable limit to the period over which the asset is expected to generate net cash inflows for the entity.

Innovative or differentiated products in general, and vaccines and other assets from biotechnologies in particular, are generally classified as intangible assets with indefinite useful lives, once a detailed analysis has been conducted and experts have given their opinions on their potential. This approach is founded on Virbac's past experience.

Other intangible assets

The other intangible assets are essentially made up of IT projects, in several affiliates of the Group. They are all intangible assets with finite life.

The increase of the item "Other intangible assets" and "Intangible assets in progress" for €2.9 million is mainly linked to investments in IT projects carried out by Virbac (parent company). On these items, the line "Transfers" corresponds to the commissioning of these projects.

A3. Impairement of assets

In accordance to IAS 36, the Group performs impairment tests of the assets included in each of its CGUs, once a year, and independently from the existence of indicators of loss of value. As part of the preparation of the halfyearly consolidated accounts, the Group analyzes quantitative and qualitative criteria in order to identify possible indicators of loss of value, and carries out impairment tests when these indicators are recognized.

As of June 30, 2020, impairment tests were carried out on five CGUs showing indicators of loss of value. These tests did not lead the Group to recognize any impairment in the condensed consolidated accounts.

The results of the sensitivity tests are presented below for the two most significant CGUs:

in € thousand Net book value
of CGU
as at 06/30/2020
Discount rate, combined into a zero
perpetual growth rate, from which
impairment is established
Antigenics 15,544 65.0%
Multimin 9,943 90.8%

United States CGU

Following the divestment of the rights related to the Sentinel® products, the Group has reviewed the business plans of the United States CGU and carried out an impairment test by comparing the present value of future cash flows to the net carrying amount of the remaining assets of the CGU.

The results of this test did not lead the Group to recognize any impairment in the condensed consolidated accounts.

Leishmaniosis vaccine CGU

Following the decision taken by the Group in June to end the production of its leishmaniosis vaccine, the residual assets related to this CGU have been entirely impaired. The impairment has been recognized as non-recurring income and expenses, for an amount of €4.8 million, related to a patent (in the amount of €1.5 million), industrial equipment (in the amount of €3.0 million), and stock of consumables (in the amount of €0.3 million).

A4. Tangible assets

in € thousand Lands Buildings Technical
facilities,
materials and
equipment
Other
intangible
assets
Intangible
assets
in progress
Intangible
assets
Gross value as at 12/31/2019 18,443 189,068 214,390 28,429 12,475 462,803
Acquisitions and other increases - 663 1,730 598 4,232 7,224
Disposals and other decreases - -270 -4,442 -266 -7 -4,986
Changes in scope - - - - - -
Transfers - 1,469 3,836 190 -5,565 -69
Conversion gains and losses -637 -3,259 -3,102 -1,124 -52 -8,174
Gross value as at 06/30/2020 17,806 187,670 212,412 27,827 11,084 456,799
Depreciation as at 12/31/2019 - -96,485 -121,260 -20,267 - -238,012
Depreciation expense - -4,317 -6,715 -1,218 - -12,250
Impairment losses (net of reversals) - -231 -2,270 - - -2,501
Disposals and other decreases - 270 4,061 220 - 4,551
Changes in scope - - - - - -
Transfers - - - - - -
Conversion gains and losses - 827 1,307 692 - 2,827
Depreciation as at 06/30/2020 - -99,935 -124,877 -20,573 - -245,385
Net value as at 12/31/2019 18,443 92,583 93,129 8,162 12,475 224,792
Net value as at 06/30/2020 17,806 87,736 87,535 7,254 11,084 211,414

Acquisitions registered in the first semester of 2020 amounting to €7.2 million are mainly linked to the renewal of industrial equipment in France, as well as extensions of production lines in Uruguay, Taiwan, Vietnam and Chile. Building fixtures for new R&D labs for aquaculture are being set up in Taiwan and Vietnam.

The disposals, showing a net book value of €0.4 million, relate mainly to the scrapping of obsolete industrial equipment in France.

The "Transfers" line is related to the commissioning of the tangible assets.

A5. Right of use

Following the implementation of the IFRS 16 standard from January 1, 2019, Virbac chose to isolate on a dedicated line of the statement of financial position the right of use resulting from lease contracts.

Changes in the right of use per asset category are as follows:
-- -- -- -- ----------------------------------------------------------------
in € thousand Lands
and
buildings
Technical
facilities,
materials and
equipment
Transportation
equipment
Hardware
/software
Office
equipment
and others
Total
Gross value as at 12/31/2019 27,883 2,431 10,471 2,465 640 43,891
New contracts 1,806 593 1,352 26 138 3,915
Termination of contracts -164 -61 -534 -135 -116 -1,010
Changes in scope - - - - - -
Transfers -199 - - -82 - -281
Conversion gains and losses -455 -34 -555 -25 -15 -1,084
Gross value as at 06/30/2020 28,872 2,929 10,734 2,248 647 45,431
Depreciation as at 12/31/2019 -4,141 -578 -4,203 -658 -308 -9,888
Allowances -2,197 -349 -1,909 -421 -111 -4,986
Termination of contracts 14 65 636 134 76 925
Changes in scope - - - - - -
Transfers 207 - 211 -16 31 433
Conversion gains and losses 79 10 244 13 4 350
Impairment as at 06/30/2020 -6,038 -853 -5,021 -948 -307 -13,166
Net value as at 12/31/2019 23,743 1,853 6,268 1,806 332 34,003
Net value as at 06/30/2020 22,834 2,077 5,713 1,300 340 32,264

Analysis of the residual rent liability

The table below shows the rent payments resulting from non-capitalized leases under exemptions set out in the standard:

in € thousand Residual rental costs
Variable rental costs -152
Rental costs on short-term contracts -526
Rental costs on assets of low value -487
Residual rental costs -1,165

Restated rental costs for the half-year in accordance to IFRS 16 amount to €5.7 million.

A6. Other financial assets

Change in other financial assets

2019.12 Increases Decreases Changes in
scope
Transfers Conversion
gains and
losses
2020.06
in € thousand
Loans and other financial receivables 7,393 126 -3,544 - -17 -56 3,901
Currency and interest rate derivatives 4,668 - -4,645 - - - 22
Restricted cash 89 30 - - - -2 117
Other 46 - -1 - - -5 40
Other financial assets, non-current 12,195 156 -8,191 - -17 -63 4,081
Loans and other financial receivables 4 13 -14 - 7 -0 9
Currency and interest rate derivatives 342 8,706 - - - - 9,048
Restricted cash - - - - - - -
Other - - - - - - -
Other financial assets, current 346 8,719 -14 - 7 -0 9,057
Other financial assets 12,541 8,875 -8,205 - -10 -63 13,138

Changes in the line "Loans and other long-term financial receivables" concern the holdback amounts related to factoring programmes, primarily on American (-€1.9 million) and Australian (-€1.1 million) entities. The change in value of the currency and interest rate derivatives is primarily related to the increase in the Chilean peso hedge market value, with this currency declining substantially since January 1, 2020. Note that the Chilean peso hedge is classified as current as of June 30, 2020, given its maturity at less than one year.

Other financial assets classified according to their maturity

As of June 30, 2020

Total
in € thousand less than 1 year from 1 to 5 years more than 5 years
Loans and other financial receivables 9 3,901 - 3,911
Currency and interest rate derivatives 9,048 22 - 9,070
Restricted cash - 117 - 117
Other - - 40 40
Other financial assets 9,057 4,041 40 13,138

As of December 31, 2019

Total
in € thousand less than 1 year from 1 to 5 years more than 5 years
Loans and other financial receivables 3 7,393 - 7,397
Currency and interest rate derivatives 342 4,668 - 5,010
Restricted cash - 89 - 89
Other - - 45 45
Other financial assets 345 12,151 45 12,541
Company's individual accounts using equity method Consolidated financial
statements
in € thousand Balance
sheet total
Equity Sales Result Share of
equity
Share of
result
AVF Animal Health Co Ltd ND ND - - 3,520 303
GPM Virbac ND ND - - 170 -
Share in companies accounted for by the equity method 3,690 303

A7. Share in companies accounted for by the equity method

The impact of equity-accounted companies was not deemed to be significant to account of the Virbac group, therefore the information required by IFRS 12 is limited to the above.

A8. Deferred taxes

In accordance with IAS 12, which under certain conditions authorizes the offsetting of debts and tax receivables, the deferred tax assets and liabilities have been offset by fiscal entity.

The impact of future changes in tax rates in France (gradually dropping to 25% in 2022) was taken into consideration when calculating the deferred tax expense.

Variation in deferred taxes

in € thousand 2019.12 Variations Changes
in scope
Transfers Conversion
gains and losses
2020.06
Deferred tax assets 21,822 779 - 91 -910 21,783
Deferred tax liabilities 43,489 -462 - -47 -2,662 40,317
Deferred tax offset -21,666 1,241 - 139 1,753 -18,534

The variation in deferred taxes shown above includes deferred taxes on the effective share of the profits and losses on hedging instruments, which totaled €375 thousand and was recognized in the comprehensive income statement.

A9. Inventories and work in progress

in € thousand Raw materials
and supplies
Work in
progress
Finished products
and goods for resale
Inventories and
work in progress
Gross value as at 12/31/2019 71,134 14,577 137,256 222,967
Variations 2,697 2,993 5,540 11,230
Changes in scope - - - -
Transfers -3,690 - -4,131 -7,821
Conversion gains and losses -2,026 -41 -6,668 -8,736
Gross value as at 06/30/2020 68,115 17,529 131,996 217,640
Depreciation as at 12/31/2019 -5,335 -696 -10,354 -16,386
Allowances -2,008 -973 -4,825 -7,806
Reversals 3,055 696 4,969 8,721
Changes in scope - - - -
Transfers - - 29 29
Conversion gains and losses 12 - 319 331
Depreciation as at 06/30/2020 -4,276 -973 -9,861 -15,110
Net value as at 12/31/2019 65,798 13,881 126,902 206,582
Net value as at 06/30/2020 63,840 16,556 122,135 202,532

The amount of €7.8 million declared on line "Transfers" corresponds to the inventory of Sentinel® products classified as assets held for sales in the context of the divestment operation to MSD Animal Health.

Excluding the exchange rate effect and transfers, net inventories increased by €12.1 million. This change is mainly explained by the increase in activity as well as the building up of safety stocks in production sites, most notably in France, Mexico and United States, some of them linked to the Covid-19 pandemic.

The work in progress also increase significantly following the temporary shut-down of the dog and cat vaccine production facility in France.

A10. Trade receivables

in € thousand Trade receivables
Gross value as at 12/31/2019 102,207
Variations 27,172
Changes in scope -
Transfers -0
Conversion gains and losses -5,753
Gross value as at 06/30/2020 123,626
Depreciation as at 12/31/2019 -2,822
Allowances -114
Reversals 263
Changes in scope -
Transfers -
Conversion gains and losses 67
Depreciation as at 06/30/2020 -2,605
Net value as at 12/31/2019 99,386
Net value as at 06/30/2020 121,022

The increase in trade receivables is essentially due to the increased activity generated over the end of the first semester of 2020, especially in Chile, Australia, France, Spain and Italy.

It should be noted that the trade receivables that were deconsolidated due to being assigned as part of factoring contracts amount to €35.9 million as of June 30, 2020 (compared to €42.3 million on December 31, 2019).

The credit risk from trade receivables and other receivables is presented in note A30.

A11. Other receivables

in € thousand 2019.12 Variations Transfers Changes in
scope
Conversion
gains and losses
2020.06
Income tax receivables 5,914 -1,924 - - -335 3,656
Social receivables 488 485 - - -40 933
Other receivables to the State 23,481 475 0 - -591 23,366
Advances and prepayments on orders 3,251 660 -6 - -233 3,673
Depreciation on various other receivables - - - - - -
Prepaid expenses 6,219 2,309 -0 - -117 8,410
Other various receivables 11,546 -3,337 -16 - 12 8,205
Other receivables 50,899 -1,332 -22 - -1,304 48,242

The variance in income tax receivables and other receivables to the State mainly arise from the Chilean entity, which obtained postponements of corporate tax instalments.

The increase in prepaid expenses essentially apply to raw materials invoiced by suppliers and not yet received. The decrease in the other various receivables mainly arises from the reimbursement of an operational receivable recognized in 2019 by Virbac Corporation.

A12. Cash and cash equivalents

in € thousand 2019.12 Variations Transfers Change in
scope
Conversion
gains and losses
2020.06
Available funds 48,065 18,681 - - -1,259 65,487
Marketable securities 45,591 9,484 - - -2,623 52,452
Cash and cash equivalents 93,656 28,165 - - -3,881 117,940
Bank overdraft -13,770 4,035 - - -1 -9,735
Accrued interests not yet matured -37 19 - - - -19
Overdraft -13,807 4,054 - - -1 -9,754
Net cash position 79,849 32,219 - - -3,883 108,186

The increase in marketable securities is related almost exclusively to one affiliate of the Group which owns €50 million securities as of June 30, 2020.

A13. Assets classified as held for sale

Following the divestment agreement for the US rights of the Sentinel® brands to MSD Animal Health, the assets concerned by this operation were classified as "Assets held for sale", in accordance with IFRS 5, in the light of the criteria set out in the paragraphs 2 to 5 of the standard:

  • the assets are available for an immediate sale, in their current state,
  • the divestment is highly probable (the sale was completed on July 1, 2020),
  • the net book value of the assets is recovered by the sale, rather than their use.

The net book value of the assets held for sale breaks down as follows:

in US\$ thousand in € thousand
Goodwill 191,520 171,031
Intangible assets (licenses, patents, trademarks, know-how and other rights) 124,078 110,803
Inventory of raw material, semi-finished and finished goods 8,567 7,650
Assets held for sale 324,165 289,484

A14. Other provisions

in € thousand 2019.12 Allowances Reversals Changes
in scope
Transfers Conversion
gains and losses
2020.06
Trade disputes and industrial tribunals 4,693 364 -482 - - -182 4,393
Fiscal disputes 742 90 -535 - - -9 287
Various risks and charges 3,115 218 -351 - -59 - 2,923
Other non-current provisions 8,551 671 -1,368 - -59 -192 7,603
Trade disputes and industrial tribunals 439 279 - - - -25 693
Fiscal disputes - - - - - - -
Various risks and charges 617 - -154 - - 4 467
Other current provisions 1,055 279 -154 - - -21 1,160
Other provisions 9,606 950 -1,522 - -59 -212 8,762

In the context of the dispute with a competitor and the two counterfeit and unfair competition actions at national and European level, the risk resulting from the remaining uncertainty was analyzed and the provision that was recorded at the opening has been maintained in the accounts at June 30, 2020.

Reversed provisions were used for the purpose for which they were intended.

Contingent liabilities

Virbac and its subsidiaries are sometimes involved in litigation, or other legal proceedings, generally linked to disputes related to intellectual property rights, competition law disputes, and tax matters. Each situation is analyzed in regards to IAS 37 or IFRIC 23, when it involves uncertainties related to tax treatments. No provision is recognized if the company considers that the liability is contingent, and information is given in the notes to the consolidated statements. This is the case in particular of an application made during 2014 by a competitor of the Group for compensation for alleged damage relating to a use patent. Since the risk of outflow of resources is considered very low by management, no provision has been recognised.

A15. Lease liability

Change in lease liabilities

in € thousand 2019.12 New
contracts
and
renewals
Repayments
and
cancellations
Changes in
scope
Transfers Conversion
gains
and losses
2020.06
Lease liability - Non-current 26,090 3,467 -185 - -3,529 -539 25,305
Lease liability - Current 8,573 864 -4,742 - 3,540 -247 7,988
Lease liability 34,663 4,330 -4,926 - 11 -785 33,293

Lease liabilities by maturity

As of June 30, 2020

in € thousand Payments
less than 1 year from 1 to 5 years more than 5 years
Lease liability - Non-current - 16,970 8,335 25,305
Lease liability - Current 7,988 - - 7,988
Lease liability 7,988 16,970 8,335 33,293

As of December 31, 2019

in € thousand Payments
less than 1 year from 1 to 5 years more than 5 years
Lease liability - Non-current - 15,958 10,133 26,090
Lease liability - Current 8,573 - - 8,573
Lease liability 8,573 15,958 10,133 34,663

Information on financing activities

Cash
flows
Non-cash
flows
in € thousand 2019.12 Repay
ments
Increase Decrease Transfers Conversion
gains and losses
2020.06
Lease liability 34,663 -4,425 3,915 -85 11 -785 33,293
Lease liability 34,663 -4,425 3,915 -85 11 -785 33,293

Decreases correspond to early terminations with no cash impact.

A16. Other financial liabilities

Change in other financial liabilities

2019.12 Increase Decrease Changes
in scope
Transfers Conversion
gains and losses
2020.06
in € thousand
Loans 305,362 26,268 -516 - -1,501 -4,126 325,488
Employee profit sharing 8 3 - - - -0 12
Currency and interest rate
derivatives
1,499 1,309 - - - - 2,808
Other - - - - - - -
Other non-current
financial liabilities
306,869 27,581 -516 - -1,501 -4,126 328,308
Loans 105,457 29,939 -40,840 - 1,501 -2,398 93,659
Bank overdrafts 13,770 - -4,035 - - 1 9,735
Accrued interests
not yet matured
37 - -19 - - - 19
Employee profit sharing 604 395 -459 - - -88 454
Currency and interest rate
derivatives
682 - -4 - - - 678
Other 6 - -6 - - -0 -0
Other current
financial liabilities
120,556 30,335 -45,362 - 1,501 -2,485 104,544
Other financial liabilities 427,425 57,915 -45,878 - - -6,611 432,852

The main features of Virbac's three funding instruments are as follows:

  • a syndicated loan of €420 million, drawn in euros and American dollars, contracted with a pool of banks repayable at maturity, with an initial maturity of April 2020, extended until April 9, 2022;
  • market-based contracts (Schuldschein) consisting of four installments, with maturities of five, seven and ten years, at variable and fixed rates;
  • a US \$90 million financing contract with the European investment bank (EIB) for a seven-year term, of which one half is repayable in full and the other half is payable over eleven years.

Virbac also received bilateral loans and Public investment bank (BPI) financing. Following the Covid-19 pandemic, six-month postponements were granted by the BPI on its financing, and Virbac obtained extensions until January 1, 2021 from its banks on two of its bilateral loans which should have normally ended during the third quarter of 2020.

As of June 30, 2020, the position of the funding instruments was as follows:

  • the syndicated loan was drawn for amounts of €78 million and US \$130 million;
  • the market-based contracts amounted to €15 million and US \$8 million;
  • the bilateral loans and BPI and EIB financing amounted to €57.9 million and US \$90 million.

These funding instruments include a financial covenant compliance clause that requires the borrower to adhere to the following financial ratios based on the consolidated accounts and reflecting net consolidated debt1 for the period considered on the consolidated Ebitda (Earnings before interest, taxes, depreciation and amortization)2 for the twelve previous months period for half-year statements. Since January 1, 2019, the calculation of this ratio includes the impact of the application of IFRS 16 in Virbac's consolidated accounts.

As of June 30, 2020, the ratio amounts to 1.90, below the threshold of the financial covenant which is set at 4.25.

The financing capacity of the company is sufficient to fund its cash requirements.

1 Consolidated net debt refers to the sum of other current and non-current financial liabilities, namely the following items: loans, bank overdrafts, accrued interest liabilities, debts related to finance leases, profit sharing, interest rate and foreign exchange derivatives, and others; less the amount of the following items: cash and cash equivalents, term deposits, and foreign exchange and interest rate derivatives as shown in the consolidated accounts.

2 Consolidated Ebitda refers to net operating income for the last twelve months (that of the last six months of 2019 added to that of the first half-year of 2020), plus depreciations and provisions, net of reversals and dividends received from non-consolidated subsidiaries.

Other financial liabilities by maturity

As of June 30, 2020

Payments
in € thousand less than 1 year from 1 to 5 years more than 5 years
Loans 93,659 244,396 81,092 419,147
Bank overdrafts 9,735 - - 9,735
Accrued interests not yet matured 19 - - 19
Employee profit sharing 454 12 - 466
Currency and interest rate derivatives 678 2,808 - 3,486
Other -0 - - -0
Other financial liabilities 104,544 247,216 81,092 432,852

As of December 31, 2019

Total
in € thousand less than 1 year from 1 to 5 years more than 5 years
Loans 105,457 224,270 81,092 410,819
Bank overdrafts 13,769 - - 13,769
Accrued interests not yet matured 37 - - 37
Employee profit sharing 604 8 - 612
Currency and interest rate derivatives 683 1,499 - 2,181
Other 6 - - 6
Other financial liabilities 120,556 225,776 81,092 427,425

The generation of operating cash flow as well as negotiated overdrafts and factoring cover short-term financial liabilities.

Information related to financial activities

Cash flows
Non-cash flows
in € thousand 2019.12 Issuance Repayments Fair
value
Transfers Conversion
gains and losses
2020.06
Non-current financial liabilities 305,362 26,268 -516 0 -1,501 -4,126 325,488
Current financial liabilities 105,457 29,939 -40,840 - 1,501 -2,398 93,659
Employee profit sharing 611 399 -459 - - -88 464
Currency and interest rate
derivatives
2,181 - - 1,305 - - 3,487
Others 6 - -6 - - - 0
Other financial liabilities 413,618 56,606 -41,820 1,305 - -6,611 423,099

A17. Other payables

in € thousand 2019.12 Variations Changes
in scope
Transfers Conversion
gains and losses
2020.06
Income tax payables - - - - - -
Social payables - - - - - -
Other fiscal payables - - - - - -
Advances and prepayments on orders - - - - - -
Prepaid income 1,356 -164 - - 6 1,199
Various other payables 1,071 -193 - - -226 652
Other non-current payables 2,427 -357 - - -220 1,850
Income tax payables 11,656 701 - 1 -508 11,849
Social payables 48,004 4,720 - - -839 51,885
Other fiscal payables 11,133 3,433 - - -483 14,083
Advances and prepayments on orders 1,225 -523 - - 1 703
Prepaid income 1,113 -99 - - 1 1,015
Various other payables 73,407 -13,365 - - -908 59,135
Other current payables 146,538 -5,132 - 1 -2,735 138,671
Other payables 148,965 -5,489 - 1 -2,955 140,522

As a precautionary measure in the context of the Covid-19 pandemic, the Group requested from government agencies the postponement of social deadlines, which explains the increase of the line "Social payables". The line "Other payables" largely comprises of liabilities for contracts with customers. The decrease of this line is mainly due to the payment of year-end discounts for 2019.

The table below details the type of contract-related liabilities:

in € thousand 2019.12 Variations Changes
in scope
Transfers Conversion
gains and losses
2020.06
Advances and prepayments on orders
Customers - credits to be issued
1,225
68,687
-523
-15,977
-
-
-
-
1
-744
703
51,966
Customer liabilities 69,913 -16,500 - - -743 52,669

Credits and accruals stem primarily from changes in transaction pricing, as the majority of the Group's subsidiaries grant customers year-end discounts, the amount of which is contingent on the achievement of sales objectives. The variance of €16.0 million corresponds almost exclusively to payments of year-end discounts carried out during the first semester, mainly in France.

A18. Trade payables

in € thousand 2019.12 Variations Changes
in scope
Transfers Conversion
gains and losses
2020.06
Current trade payables 90,065 3,560 - 63 -4,616 89,071
Trade payables -
suppliers of intangible assets
2,244 -1,137 - - -22 1,085
Trade payables -
suppliers of tangible assets
3,459 -847 - - 7 2,619
Trade payables 95,769 1,576 - 63 -4,632 92,776

The increase in current trade payables is linked to the purchases of raw materials carried out at the end of the semester to rebuild safety stocks due to the pandemic. This variance is partly compensated by the decrease of payables on suppliers of tangible and intangible assets due to the slowing down of certain projects.

A19. Revenue from ordinary activities

in € thousand 2020.06 2019.06 Change
Sales of finished goods and merchandise 549,434 526,413 4.4%
Services 8 31 -73.3%
Additional income from activity 895 1,264 -29.2%
Royalties paid 207 214 -3.6%
Gross sales 550,545 527,923 4.3%
Discounts, rebates and refunds on sales -59,061 -51,938 13.7%
Expenses deducted from sales -9,302 -9,086 2.4%
Financial discounts -3,559 -3,155 12.8%
Provisions for returns -315 -11 2705.3%
Expenses deducted from sales -72,237 -64,190 12.5%
Revenue from ordinary activities 478,308 463,733 3.1%

The expenses presented within the revenue are mainly made up of the following elements:

  • amounts paid under commercial cooperation contracts (commercial communication actions, provision of statistics, etc.);
  • cost of business operations (including loyalty programs), the amount of which is directly related to the revenue generated.

Provisions for returns are calculated using a statistical method, based on historical returns.

Revenue growth

Over the first half of the year, revenue amounted to €478.3 million compared to €463.7 million for the same period in 2019, representing an overall increase of +3.1% (+2.4% excluding Sentinel®). Excluding the unfavorable impact of exchange rates, revenue increased by +5.0% (+4.5% excluding Sentinel®).

The revenue growth of ordinary activities by segment and region is detailed in the management report.

A20. Purchases consumed

in € thousand 2020.06 2019.06 Change
Inventoried purchases -155,387 -152,052 2.2%
Non-inventoried purchases -11,279 -10,315 9.3%
Supplementary charges on purchases -1,851 -2,016 -8.2%
Discounts, rebates and refunds obtained 385 372 3.4%
Purchases -168,133 -164,011 2.5%
Change in gross inventories 11,305 12,129 -6.8%
Allowances for depreciation of inventories -7,806 -6,720 16.2%
Reversals of depreciation of inventories 8,721 6,108 42.8%
Net variation in inventories 12,220 11,517 6.1%
Consumed purchases -155,912 -152,494 2.2%

The rise in purchases consumed is linked to the growth of the activity. However they increase in a slightly lesser proportion than the revenue of ordinary activities, improving the margin after cost of purchases by 3.6% at actual rates.

The variance in inventories can mainly be explained by the building up of safety stocks in production sites, particularly in France, Mexico and United States, due to the Covid-19 pandemic.

A21. External costs

The external costs are decreasing by -7.8% at actual rates compared to the first semester of 2019. This decrease can be explained by a significant reduction in expenses initiated or incurred by the Group in response to the Covid-19 pandemic. The expenses concerned by these reductions are mainly commercial expenses, R&D and travel expenses.

A22. Depreciation, impairment and provisions

in € thousand 2020.06 2019.06 Change
Allowances for depreciation of intangible assets1 -2,603 -2,482 4.9%
Allowances for impairment of intangible assets - - -%
Allowances for depreciation of tangible assets -12,250 -11,907 2.9%
Allowances for impairment of tangible assets 0 1 -99.9%
Allowances for depreciation of right of use -4,986 -5,180 -3.7%
Reversals for depreciation of intangible assets - - -%
Reversals for impairment of intangible assets - - -%
Reversals for depreciation of tangible assets - 17 -100.0%
Reversals for impairment of tangible assets 462 - -%
Depreciation and impairment -19,377 -19,550 -0.9%
Allowances of provisions for risks and charges -950 -1,980 -52.0%
Reversals of provisions for risks and charges 1,309 1,532 -14.6%
Provisions 358 -448 -180.0%
Depreciations and provisions -19,019 -19,998 -4.9%

1 Excluding allowances for depreciation of intangible assets arising from acquisitions.

in € thousand 2020.06 2019.06
United States: Sentinel® -4,103 -5,063
Centrovet -1,040 -1,226
Schering-Plough Europe -539 -539
Multimin -248 -267
New Zealand -198 -208
Uruguay: Santa Elena -74 -72
Australia: Axon -59 -62
Colombia: Synthesis -48 -53
SBC -29 -32
Depreciations of intangible assets arising from acquisitions -6,337 -7,522

Allowances for depreciation of assets arising from acquisitions

The depreciation of intangible assets arising from acquisitions have decreased by €1.2 million compared to the first semester of 2019 due to the end of the depreciation of one of the Sentinel® patents in the United States. To be noted that this item will be significantly reduced on a full-year basis following the divestment of the Sentinel® assets to MSD Animal Health.

A23. Other operating income and expenses

in € thousand 2020.06 2019.06 Change
Royalties paid -1,757 -1,828 -3.9%
Grants received (including research tax credit) 5,093 3,883 31.1%
Allowances for depreciation of receivables -114 -529 -78.5%
Reversals of depreciation of receivables 263 1,016 -74.1%
Bad debts -19 -1,034 -98.1%
Net book value of disposed assets -435 -4,156 -89.5%
Income from disposal of assets 233 6,160 -96.2%
Other operating income and expenses -86 -930 -90.8%
Other operating income and expenses 3,179 2,583 23.1%

Over the first semester of 2020, this item has recognized an increase in grants received or to be received after an update of the research tax credit for previous years.

The first semester of 2019 had been impacted by the gain on the sale of the administrative building of Fort Worth, as well as the disposal of company vehicles in the United States, which were converted to allowances paid to employees for the purchase of their company car.

A24. Other non-current income and expenses

As of June 30, 2020, this item comprises of the following elements:

in € thousand 2020.06
Impairment of Leishmaniosis vaccine's CGU
Costs related to the Sentinel®
assets divestment operation
-4,786
-594
Other non-current income and expenses -5,380

Following the decision taken by the Group to end the production of its leishmaniosis vaccine, the residual assets related to this CGU have been entirely impaired. The impairment recognized in the accounts as other non-current income and expenses amounts to €4.8 million, related to a patent (in the amount of €1.5 million), industrial equipment (in the amount of €3.0 million), and stock of consumables (in the amount of €0.3 million).

The fees directly linked to the divestment operation of the Sentinel® assets in the United States have also been accounted for as other non-recurring income and expenses.

As a reminder, this item comprised of the following elements as of June 30, 2019:

in € thousand 2019.06
Impairment of intangible assets held by BVT on Leishmaniosis vaccine -9,653
Cancellation of the debt on SBC shares 222
Other non-current income and expenses -9,431

A25. Financial income and expenses

2020.06 2019.06 Change
in € thousand
Gross cost of financial debt -6,589 -9,637 -31.6%
Income from cash and cash equivalents 996 923 7.9%
Net cost of financial debt -5,593 -8,714 -35.8%
Foreign exchange gains and losses -6,960 1,350 -615.4%
Changes in foreign currency derivatives and interest rate 3,919 -1,318 -397.4%
Other income or expenses -31 -14 121.8%
Other financial income or expenses -3,071 19 -16650.4%
Financial income and expenses -8,663 -8,695 -0.4%

The financial result is generally stable compared to the first semester of 2019 (€8.7 million). The decrease by €3.0 million of the net cost of financial debt is neutralized by unfavourable exchange rate impacts.

The foreign exchange gains and losses are strongly impacted by the adverse currency trends of the Chilean peso in relation to the euro or American dollar and their effects not only on the revaluation of the loan contracted by Virbac SA (parent company) and granted to the Chilean subsidiary, but also on the revaluation of the Chilean subsidiary's debt in dollars. This deterioration is partly compensated by the impact of the revaluation of the hedging instruments, in accordance with IFRS 9.

A26. Income tax

Pursuant to IAS 34, in the financial statements at June 30, 2020, the tax charge was determined by applying to the profit before tax for the period the average tax rate estimated for the year 2020.

Non-current tax expense

In the first half of 2020, the line "Non-current tax expense" includes the tax income generated by the depreciation of the assets of the CGU Leishmaniosis vaccine.

A27. Bridge from net result to net result from ordinary activities

Net result from ordinary activities" that equates to net profit restated for the following items:

  • the line "Other non-current income and expenses" detailled into the note A24 ;
  • non-current tax, which includes the tax impact of "Other non-current income and expenses", as well as all nonrecurring tax income and expenses.

The net profit from ordinary activities As of June 30, 2020 stands as follows:

in € thousand Net result
IFRS
Impairment of
assets
Restructuring
costs
Other
items
Non-current
tax expense
Net result
from ordinary
activity
Revenue from ordinary activities 478,308 478,308
Current operating profit before
depreciation of assets arising
from acquisitions
85,472 85,472
Depreciation of intangible assets arising
from acquisitions
-6,337 -6,337
Operating profit from ordinary
activites
79,135 79,135
Other non-current income and
expenses
-5,380 4,786 594 -0
Operating result 73,755 4,786 - 594 - 79,135
Financial income and expenses -8,663 -8,663
Profit before tax 65,092 4,786 - 594 - 70,471
Income tax -15,672 -1,532 - -17,204
Share from companies' result accounted
for by the equity method
303 303
Result for the period 49,722 3,253 - 594 - 53,570

For the record, the net profit from ordinary activities As of June 30, 2019 was as follows:

in € thousand Net result
IFRS
Impairment of
assets
Restructuring
costs
Other
items
Non-current
tax expense
Net result
from ordinary
activity
Revenue from ordinatry activities 463,733 463,733
Current operating profit before
depreciation of assets arising
from acquisitions
66,917 66,917
Depreciation of intangible assets arising
from acquisitions
-7,522 -7,522
Operating profit from ordinary activites 59,395 59,395
Other non-current income and
expenses
-9,431 9,653 - -222 -
Operating result 49,964 9,653 - - -222 59,395
Financial income and expenses -8,695 -8,695
Profit before tax 41,269 9,653 - - -222 50,700
Income tax -12,964 -2,493 - 148 -15,309
Share from companies' result accounted
for by the equity method
90 90
Result for the period 28,395 7,159 - -222 148 35,481

A28. Earnings per share

2020.06 2019.06
Profit attributable to the owners of the parent company €47,155,496 €26,434,849
Total number of shares 8,458,000 8,458,000
Impact of dilutive instruments - -
Number of treasury shares 22,391 30,894
Outstanding shares 8,435,609 8,427,106
Profit attributable to the owners of the parent company, per share €5.59 €3.14
Profit attributable to the owners of the parent company, diluted per share €5.59 €3.14

Treasury shares

Virbac holds treasury shares intended to supply plans to award performance shares, as well as the market-making contract. The amount of these shares is recorded as a reduction of equity.

As of June 30, 2020, the number of shares held by the Group amounted to 22,391 (against 30,894 shares As of June 30, 2019) for a total of €3,282 thousand.

A29. Operating segments

In accordance with IFRS 8, the Group provides industry information as used internally by the executive board, the chief operating officer.

The level of the Group's segment information is the geographic sector. The breakdown by geographic area covers seven sectors, 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 organized and managed separately, according to the nature of the markets.

The two market segments are companion animals and food producing animals but the latter is not considered an industry information level for the reasons listed below:

  • nature of the products: the majority of the therapeutic segments are common to companion and food producing animals (antibiotics, parasiticides, etc.);
  • manufacturing procedures: the production chains 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 organization: the management structures in the Virbac group are organized by geographic zone. Throughout the Group, there is no management structure based on market segments;
  • distribution methods: the main distribution channels depend more on the country than the market segment. In certain cases, the sales forces may be the same for both market segments;
  • nature of the regulatory environment: the regulatory bodies governing market authorizations are identical regardless of the segment.

In the information presented below, the sectors therefore correspond to geographic zones (areas where the Group's assets are located). The results for France include the Group's head office expenses and a substantial proportion of its research and development expenses.

Non-controlling interests mainly reflect the contribution from the Chilean entities (HSA group), in which Virbac holds a 51% interest.

As of June 30, 2020, no customer achieved more than 10% of revenue.

As of June 30, 2020

in € thousand France Europe
(excluding
France)
Latin
America
North
America
Asia Africa &
Middle
East
Pacific Total
Revenue from ordinary activities 74,382 121,055 78,614 77,118 73,290 12,417 41,432 478,308
Current operating profit before
depreciation of assets arising from
acquisitions
20,961 10,004 17,435 11,770 12,822 2,013 10,467 85,472
Result attributable to the owners
of the parent company
11,203 7,260 7,159 2,342 10,862 1,361 6,969 47,155
Non-controlling interests 1 - 2,567 -1 - - - 2,567
Group consolidated result 11,204 7,260 9,726 2,341 10,862 1,361 6,969 49,722
France Europe
(excluding
France)
Latin
America
North
America
Asia Africa &
Middle
East
Pacific Total
1,337,817
2,832 109 22 280 40 - 1 3,283
3,392 66 630 860 1,886 105 284 7,224
682,968 68,613 201,987 150,357 139,796 6,808 87,287

As of June 30, 2019

in € thousand France Europe
(excluding
France)
Latin
America
North
America
Asia Africa &
Middle
East
Pacific Total
Revenue from ordinary activities 66,863 117,847 78,166 72,895 73,176 13,270 41,517 463,733
Current operating profit before
depreciation of assets arising from
acquisitions
10,567 8,159 12,492 10,578 10,938 2,081 12,102 66,917
Result attributable to the owners
of the parent company
1,384 5,645 4,105 -796 6,946 1,379 7,772 26,435
Non-controlling interests 0 - 1,960 - - - - 1,960
Group consolidated result 1,384 5,645 6,065 -796 6,946 1,379 7,772 28,395
in € thousand France Europe
(excluding
France)
Latin
America
North
America
Asia Africa &
Middle
East
Pacific Total

Assets by geographic area 675,185 53,717 228,029 154,851 123,209 8,299 81,733 1,325,022 Intangible investment 3,350 18 16 284 32 - 1 3,702 Tangible investment 3,451 122 2,433 1,116 685 30 474 8,312

A30. Credit risk management

With respect to risks on trade receivables Covid-19 pandemic could generate, Virbac analyzed the indicators of impairment of accounts receivable, such as the split of gross accounts receivable according to their age, and the amount of doubtful receivables. The Group has not identified elements that would have shown a relevant increase in credit risk.

The following statements provide a breakdown of trade receivables by maturity.

As of June 30, 2020

Receivables
due
Impaired Total
in € thousand < 3 months 3-6 months 6-12 months > 12 months
France 28,311 277 152 224 60 463 29,486
Europe (excluding France) 23,705 1,988 33 90 388 1,538 27,742
Latin America 29,836 6,177 342 181 4 435 36,976
North America 191 - - - - 0 191
Asia 10,237 1,053 651 78 23 164 12,207
Pacific 13,461 82 0 - - 3 13,546
Africa & Middle East 3,342 135 - - - 2 3,479
Trade receivables 109,083 9,712 1,178 573 475 2,605 123,626
Receivables
due
Impaired Total
in € thousand < 3 months 3-6 months 6-12 months > 12 months
France 20,253 791 220 - - 537 21,801
Europe (excluding France) 17,385 1,947 207 2 - 1,553 21,094
Latin America 23,270 6,315 21 - - 584 30,189
North America 3,433 - - - - 1 3,433
Asia 13,465 982 95 24 16 142 14,725
Pacific 7,627 88 - - - 1 7,716
Africa & Middle East 2,948 298 - - - 3 3,248
Trade receivables 88,380 10,422 543 27 16 2,822 102,208

As of December 31, 2019

A31. Information on related parties

Transactions between the Group and related parties mainly concern:

Compensation and assimilated benefits granted to the members of the administrative and management bodies

In the first half of the year 2020, there is no other significant transaction concluded between the Group and a member of the management body or a shareholder exercising a significant influence on the company.

Throughout the first half of the year 2020, no performance-related stock grants were awarded.

Transactions with companies on which Virbac exercises a significant influence or a joint control

Transactions between related parties are arm's length operations. There is no major change in the nature of the transactions with related parties throughout the first half of the year 2020 compared to December 31, 2019.

A32. Scope of consolidation

In the first half of the year, following changes in scope occured:

  • merger of both Taiwanese entities, Virbac Taïwan Co. Ltd and SBC Virbac Biotech Limited,
  • merger of both entities located in Hong-Kong, Virbac H.K. Trading Limited and SBC Virbac Limited,
  • liquidation of the French entity Virbac Distribution, a dormant company, whose site was sold in 2018.

These changes in scope had no impact on the consolidated accounts.

Company name Locality Country 2020.06
Control Consolidation Control Consolidation
France
Virbac (parent company) Carros France 100.00% Full 100.00% Full
Interlab Carros France 100.00% Full 100.00% Full
Virbac France Carros France 100.00% Full 100.00% Full
Virbac Distribution Wissous France - TBD 100.00% Full
Virbac Nutrition Vauvert France 100.00% Full 100.00% Full
Bio Véto Test La Seyne sur Mer France 100.00% Full 100.00% Full
Alfamed Carros France 99.70% Full 99.70% Full
Europe (excluding France)
Virbac Belgium SA Wavre Belgium 100.00% Full 100.00% Full
Virbac Nederland BV1 Barneveld Netherlands 100.00% Full 100.00% Full
Virbac (Switzerland) AG Glattbrugg Switzerland 100.00% Full 100.00% Full
Virbac Ltd Bury St. Edmunds United Kingdom 100.00% Full 100.00% Full
Virbac SRL Milan Italy 100.00% Full 100.00% Full
Virbac Danmark A/S Kolding Denmark 100.00% Full 100.00% Full
Virbac Pharma Handelsgesellshaft mbH Bad Oldesloe Germany 100.00% Full 100.00% Full
Virbac Tierarzneimittel GmbH Bad Oldesloe Germany 100.00% Full 100.00% Full
Virbac SP zoo Warsaw Poland 100.00% Full 100.00% Full
Virbac Hungary Kft Budapest Hungary 100.00% Full 100.00% Full
Virbac Hellas SA Agios Stefanos Greece 100.00% Full 100.00% Full
Animedica SA Agios Stefanos Greece 100.00% Full 100.00% Full
Virbac España SA Barcelona Spain 100.00% Full 100.00% Full
Virbac Österreich GmbH Vienna Austria 100.00% Full 100.00% Full
Virbac de Portugal Laboratorios Lda Almerim Portugal 100.00% Full 100.00% Full
Virbac Hayvan Sağlığı Limited Şirketi Istanbul Turkey 100.00% Full 100.00% Full
North America
Virbac Corporation1 Fort Worth United States 100.00% Full 100.00% Full
PP Manufacturing Corporation Framingham United States 100.00% Full 100.00% Full

1 Pre-consolidated levels

Control Consolidation
Control Consolidation
Latin America
Virbac do Brasil Industria e Comercio Ltda
São Paulo
Brazil 100.00%
Full
100.00%
Full
Full
Virbac Mexico SA de CV
Guadalajara
Mexico
100.00%
Full
100.00%
Laboratorios Virbac Mexico SA de CV
Guadalajara
Mexico
100.00%
Full
100.00%
Full
Virbac Colombia Ltda
Bogota
Colombia
100.00%
Full
100.00%
Full
Laboratorios Virbac Costa Rica SA
San José
Costa Rica
100.00%
Full
100.00%
Full
Virbac Chile SpA
Santiago
Chile
100.00%
Full
100.00%
Full
Virbac Patagonia Ltda
Santiago
Chile
100.00%
Full
100.00%
Full
Holding Salud Animal SA
Santiago
Chile
51.00%
Full
51.00%
Full
Centro Veterinario y Agricola Limitada
Santiago
Chile
51.00%
Full
51.00%
Full
Farquimica SpA
Santiago
Chile
51.00%
Full
51.00%
Full
Bioanimal Corp SpA
Santiago
Chile
51.00%
Full
51.00%
Full
Productos Quimicos Ehlinger
Santiago
Chile
51.00%
Full
51.00%
Full
Centrovet Inc
Allegheny
United States
51.00%
Full
51.00%
Full
Centrovet Argentina
Buenos Aires
Argentina
51.00%
Full
51.00%
Full
Inversiones HSA Ltda
Santiago
Chile
51.00%
Full
51.00%
Full
Rentista de capitales Takumi Ltda
Santiago
Chile
51.00%
Full
51.00%
Full
Virbac Uruguay SA
Montevideo
Uruguay
99.17%
Full
99.17%
Full
Virbac Latam Spa
Santiago
Chile
100.00%
Full
100.00%
Full
Asia
Virbac Trading (Shanghai) Co. Ltd
Shanghai
China
100.00%
Full
100.00%
Full
Virbac H.K. Trading Limited
Hong Kong
Hong Kong
100.00%
Full
100.00%
Full
Asia Pharma Ltd
Hong Kong
Hong Kong
100.00%
Full
100.00%
Full
Virbac Korea Co. Ltd
Seoul
South Korea
100.00%
Full
100.00%
Full
Virbac (Thailand) Co. Ltd
Bangkok
Thailand
100.00%
Full
100.00%
Full
Virbac Taiwan Co. Ltd
Taipei
Taiwan
-
TBD
100.00%
Full
Virbac Philippines Inc.
Taguig City
Philippines
100.00%
Full
100.00%
Full
Virbac Japan Co. Ltd
Osaka
Japan
100.00%
Full
100.00%
Full
Virbac Asia Pacific Co. Ltd
Bangkok
Thailand
100.00%
Full
100.00%
Full
Virbac Vietnam Co. Ltd
Ho Chi Minh Ville
Vietnam 100.00%
Full
100.00%
Virbac Animal Health India Private Limited
Mumbai
India
100.00%
Full
100.00%
Full
Full
SBC Virbac Limited
Hong Kong
Hong Kong
-
TBD
100.00%
Full
SBC Virbac Biotech Limited
Taipei
Taiwan
100.00%
Full
100.00%
Full
AVF Animal Health Co Ltd Hong-Kong
Hong Kong
Hong Kong
50.00%
Equity
50.00%
Equity
AVF Chemical Industrial Co Ltd China
Jinan (Shandong)
China
50.00%
Equity
50.00%
Equity
Pacific
Virbac (Australia) Pty Ltd1
Milperra
Australia
100.00%
Full
100.00%
Full
Virbac New Zealand Limited
Hamilton
New Zealand
100.00%
Full
100.00%
Full
Africa & Middle East
Virbac RSA (Proprietary) Ltd1
Centurion
South Africa
100.00%
Full
100.00%
Full
GPM Virbac
Constantine
Algeria
42.85%
Equity
42.85%
Equity

1 Pre-consolidated levels

Statutory auditors' review report on the half-yearly financial information

Period from January 1 to June 30, 2020

This is a free translation into English of the statutory auditors' review report on the half-yearly financial information issued in French and is provided solely for the convenience of English-speaking users. This report includes information relating to the specific verification of information given in the Group's half-yearly management report. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

To the Shareholders of Virbac,

In compliance with the assignment entrusted to us by Annual General Meeting and in accordance with the requirements of article L. 451-1-2-III of the French monetary and financial code ("code monétaire et financier"), we hereby report to you on:

  • the review of the accompanying condensed half-yearly consolidated financial statements of Virbac, for the period from January 1 to June 30, 2020;
  • the verification of the information presented in the half-yearly management report.

These half-year condensed consolidated financial statements were prepared under the responsibility of Board of Directors on August 31, 2020 on the basis of the information available at that date in the evolving context of the crisis related to Covid-19 and of difficulties in assessing its impact and future prospects. Our role is to express a conclusion on these financial statements based on our review.

CONCLUSION ON THE FINANCIAL STATEMENTS

We conducted our 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 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 the accompanying condensed half-yearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34, standard of the IFRS as adopted by the European Union applicable to interim financial information..

SPECIFIC VERIFICATION

We have also verified the information presented in the half-yearly management report commenting the condensed half-yearly consolidated financial statements subject to our review prepared on September 10, 2020. We have no matters to report as to its fair presentation and consistency with the condensed half-yearly condensed consolidated financial statements.

Nice and Marseille, September 15, 2020 The Statutory Auditors (French original signed by)

Novances - David & Associés Deloitte & Associés Laurent Gilles Philippe Battisti

HALF-YEARLY FINANCIAL REPORT 2020 Statement of responsibility for the half-yearly financial report

I certify, to my knowledge, that the financial statements for the first semester are prepared in accordance with applicable accounting standards and give a true and fair view of the assets, liabilities, financial position, and result of the company and all companies included in the consolidation, and that the management report presents an accurate picture of the evolution of the business, result, and financial position of the company and all companies included in the consolidation as well as a description of the main risks and uncertainties to which they are exposed for the remaining six months of the period.

Carros, September 10, 2020

Sébastien Huron, chairman of the executive board