TIDMANCR

RNS Number : 8798T

Animalcare Group PLC

30 March 2021

Animalcare Group plc

("Animalcare", the "Company" or the "Group")

Full Year Results for the 12 months ended 31 December 2020

30 March 2021. Animalcare Group plc (AIM: ANCR), the international animal health business, announces its audited full year results for the year ended 31 December 2020.

Financial Highlights

-- Revenues of GBP70.5m, a 0.9% decline (2.0% at CER) on prior year (2019: GBP71.1m), demonstrating resilience in the face of COVID-19 disruption to key markets

-- Underlying* EBITDA decreased by 8.0% to GBP12.1m (2019: GBP13.1m) mainly due to increased investment in growth in second half, partially offset by reduced SG&A spend in the first half

-- Statutory profit before tax, incorporating non-underlying items, increased to GBP0.2m (2019: GBP1.6m loss), with reported basic profit per share at 0.4 pence (2019: 2.2 pence loss per share)

   --    Continued strong underlying* cash conversion of 102.9% (2019: 118.4%) 

-- Net debt further reduced by GBP4.2m to GBP13.6m. Net debt to underlying* EBITDA leverage ratio reduced to 1.1 times (2019: 1.4 times)

   --    Proposed final dividend of 2.0 pence per share 

Strategic and Operational Highlights

-- Creation of STEM Animal Health Inc., joint venture with Kane Biotech Inc. to commercialise and develop biofilm-targeting treatments

-- Internal pipeline on track to deliver with Daxocox (enflicoxib) receiving positive opinion from Europe's CVMP in February 2021

   --    Significant progress in rebalancing, refocusing and defragmenting of product portfolio 
   --    New organisation structure implemented to support delivery of growth strategy 
   --    11% improvement in employee engagement levels measured in annual Gallup survey 

-- Investment in sales and marketing excellence in advance of Daxocox and STEM launches in H2 2021

* Underlying measures are before the effect of non-underlying items which excludes fair value adjustments on acquired inventory, amortisation of acquired intangibles and acquisition and integration costs. A reconciliation to statutory measures is provided in the Chief Financial Officer's Review.

Commenting on the full year results, Chief Executive Officer, Jenny Winter said: "It's testament to Animalcare's resilience, agility and focus that we were able to further strengthen our financial position and make significant strategic progress during an extraordinarily challenging year.

"The impact of COVID-19 was felt across all our markets in 2020, especially in the second quarter and most acutely in the Companion Animals sector. But despite widespread disruption to the operation of veterinary practices, we returned revenues ahead of market expectations, delivered continuing strong cash conversion and further reduced our net debt while investing in drivers of future growth.

"Strategically, we made significant headway across all areas of focus. The CVMP's positive opinion for Daxocox in February 2021, and the product's anticipated launch in the second half of the year, represents a major milestone for our pipeline. On the business development front, our September 2020 agreement with Kane Biotech opens up near- and long-term opportunities for exciting biofilm-targeting technologies. Optimisation of our existing portfolio remains a priority and we have continued to rebalance, refocus and defragment our line-up of products with a target to improve margins and concentrate sales and marketing resources on a smaller number of bigger brands.

"The pandemic threw the importance of effective leadership into even sharper relief in 2020. So I'm especially pleased that our latest annual employee survey showed a striking improvement in engagement levels. We also reshaped our organisational structure to better drive our growth strategy.

"The encouraging trading levels over the early months of 2021, combined with the evident benefits of the mass vaccination programmes and the adaptations made by the Group, makes us confident that we will return to normal business conditions and growth this year.

"Thanks to the skills and commitment of our people across all our markets, Animalcare has entered 2021 in a strong position and we continue to execute our long-term growth strategy."

Analyst webcast

A briefing for analysts will be held at 10:30 BST on Tuesday 30 March 2021 via Zoom webcast. Analysts wishing to join should use the following link to register and receive access details.

https://stifel.zoom.us/webinar/register/WN__a7kMxBWRU6X4TyjaKTXrw

A copy of the analyst presentation will be made available on the Group website shortly after the webcast.

About Animalcare

Animalcare Group plc is a UK AIM-listed international veterinary sales and marketing organisation. Animalcare operates in seven countries and exports to approximately 40 countries in Europe and worldwide. The Group is focused on bringing new and innovative products to market through its own development pipeline, partnerships and via acquisition.

For more information about Animalcare, please visit www.animalcaregroup.com or contact:

 
Animalcare Group plc                                       +44 (0)1904 487 687 
 Jenny Winter, Chief Executive Officer 
 Chris Brewster, Chief Financial Officer 
 Media relations                            communications@animalcaregroup.com 
Stifel Nicolaus Europe Limited 
 (Nominated Adviser & Joint Broker) 
 Ben Maddison 
 Fred Walsh 
 Nick Adams                                                +44 (0)20 7710 7600 
Panmure Gordon 
 (Joint Broker) 
 Corporate Finance 
 Freddy Crossley/Emma Earl 
 Corporate Broking 
 Rupert Dearden                                            +44 (0)20 7886 2500 
 

Chairman's Statement

By any measure, 2020 was an extraordinarily challenging year. For Animalcare it was also a year of significant achievement and strategic progress.

The resilience we demonstrated over the last 12 months has further strengthened our financial position, enabling us to continue the pursuit of our long-term growth strategy. While I would not claim that Animalcare has been immune to the pandemic, it's fair to say that the agility of our organisation and the decisive actions taken by our management team have enabled us to resist its worst effects.

While our revenues and Underlying EBITDA were affected by disruption to our markets it's satisfying to report that our performance more than lived up to market expectations. In the second half of the year, when COVID-19 re-emerged across our markets, we grew our sales by 3.0% compared to the previous period. After underlying adjustments totalling GBP7.8m (2019: GBP10.8m) the profit before tax on a reported basis was GBP0.2m (2019: GBP1.6m loss before tax).

Transforming profit into cash has long been a priority for the Group so it was pleasing to see our cash conversion rate improve over the course of the year. The average conversion rate for 2019 and 2020 combined was above 100%, evidence of our ability to generate strong and sustained levels of cash. This improvement in cash generation was the main contributor to a further reduction in our net debt. At the year-end our net debt stood at GBP13.6m, down 24% compared to GBP17.8m as at 31 December 2019. And by 28 February 2021 it had been reduced to GBP12.9m.

The Group's resilient trading, strong financial position and our confident outlook have supported the Board's decision to propose a final dividend of 2.0 pence per share (2019: Nil pence per share).

Our 2020 performance stands out because we achieved it during a period of real uncertainty where our concern for the safety of our people and the communities around us required different ways of thinking and working. This agility allowed our employees to adapt to the rapidly evolving operational and therapeutic needs of veterinary practices, continuing to add value to our customers who themselves were often operating in uncharted territory. We were also able to flex our cost base, reviewing our capex priorities and making decisive changes to SG&A spend during the first half while continuing to invest in our people, our pipeline and business development opportunities.

Structurally, the diversity of our business came to the fore in 2020. Our balanced geographical footprint and significant presence in the Production Animals segment, which was less affected by the pandemic than Companion Animals, benefited our overall trading performance.

The strong platform we have built in recent years provided us with the capacity to pursue business development opportunities during 2020 and equips us with the full range of appropriate funding options into the future. In September we finalised a deal with Canada-based Kane Biotech to create STEM Animal Health Inc., a joint venture to exploit the potential of biofilm-targeting anti-infective technology. Animalcare will commercialise existing STEM products in markets outside the Americas while working together to develop new treatments. The agreement gives us access to attractive biofilm products today and influence over products of the future.

It has been an important period for our internal pipeline too. E-6087 - now known as Daxocox - is a novel and differentiated COX-2 inhibitor for the treatment of chronic pain in dogs. The February 2021 positive opinion from the Committee for Veterinary Medicinal Products is a significant milestone for the Group and represents many years of hard work and investment. We are confident that Daxocox will be a significant new treatment option for vets. It also has the potential to lift the Group into a high-value and fast-growing segment of the animal health market. Subject to final EU approval, we plan to launch Daxocox across our markets early in the second half of 2021.

As you read this year's annual report I hope you notice our new branding which we unveiled in March 2021. The redesign of our visual identity creates a consistent family look and feel across the Group and better supports our strategic growth ambitions over the coming years.

Looking ahead, it's evident that the economic and operational uncertainty that prevailed in 2020 will remain a feature in 2021. However, we expect that mass vaccination, combined with the lessons learned by veterinary practices and the adaptations made by Animalcare, will support a recovery in our markets. Over the longer term, the attractive fundamentals of the animal health sector and the strong position of the Group give us the confidence to continue investing in growth opportunities.

On behalf of the Board, I'd like to thank our employees for their exceptional performance during these challenging times. And thank you to all our shareholders for your continued support.

Jan Boone

Non-executive Chairman

Chief Executive Officer's Review

Despite the disruption experienced by our markets due to the pandemic I'm delighted to report that we made significant advances against all five of our strategic priorities over the course of the year.

The Group's performance in 2020 speaks volumes for the resilience of our business and the agility of our organisation while our strategic progress demonstrates our capacity and commitment to target sustainable growth.

Strong finances

Our growth strategy is enabled by a strong financial platform. With that in mind we continue to pursue opportunities that drive revenues and improve margins while maintaining our focus on cash conversion and the management of net debt.

Total revenues for 2020 were GBP70.5m (2019: GBP71.1m), a decline of 0.9% year-on-year (2.0% decline at Constant Exchange Rates) due to the impact of COVID-19 with the negative impact weighted towards the first half. For the six months to the end of December 2020 sales were up 3.0% to GBP36.0m (2019: GBP35.0m). Reversing a pattern seen in recent years, the 4.6% growth in the Production Animals segment was higher than in Companion Animals. This reflects the restrictions placed on public-facing veterinary practices during the pandemic and underlines the continued importance of Production Animals to our balanced and diverse business. We expect revenues to assume a more recognisable shape during 2021 as controls on Companion Animal practices are relaxed and eventually return to normal.

At GBP12.1m, underlying EBITDA reflected the decisive actions to reduce SG&A and capex spend in the first half followed by increased investment in growth drivers for the six months to the end of December. Profit before tax on a statutory basis was GBP0.2m. Cash conversion improved in the second half of the year and the average rate for 2019 and 2020 combined was in excess of 100% of underlying EBITDA, demonstrating our ability to generate strong and sustained levels of cash.

We further reduced net debt by GBP4.2m to GBP13.6m at the end of 2020, largely as a result of the second half improvement in cash conversion. This equates to a year-on-year reduction in net debt of 24%. Indeed, the net debt figure stood at GBP12.9m by 28 February 2021. The Group's improving financial position provides capacity for further investment in business development and pipeline opportunities that support our long-term growth strategy.

Key leadership

During 2020 we continued to build a highly skilled and high performing team driven by a shared sense of purpose and values.

Our business development capability - a key enabler of our growth strategy - has been further strengthened. And as we prepare for 2021 launches of Daxocox and products from our STEM joint venture, we are investing in commercial excellence skills across the Group.

Two notable milestones in the development of our organisation came as post-period events - the restructuring of our senior leadership and the read-out of the 2020 employee engagement survey.

In January 2021, we unveiled a new organisation structure designed to support delivery of our growth strategy. The move to a smaller and highly experienced Senior Executive Team (SET) will support clear, informed and rapid decision making. The team will focus on maintaining our existing business; achieving new product launch excellence; and driving future growth.

We've created three new roles: Directors for North Europe and South Europe to drive operations in the countries and a Strategic Product and Business Development Director to lead future growth strategy, including all business development activities and the clinical and technical development of new products.

Just as feedback from our customers helps us refine our approach to great customer service, our employee engagement survey shows us how we're doing from the perspective of our employees. We use the Gallup Q12-survey results to understand what our teams value most in their workplace, to identify opportunities for improvement and to track our progress over time.

In 2019 we conducted our first company-wide survey. Our 2020 Gallup survey, which completed in January 2021, saw employee participation increase to 89% percent. Despite the challenge of COVID-19, our overall 2020 survey results were very positive with an 11% increase in engagement levels compared to the previous year. I'm proud of that improvement which puts us in the upper percentile rank of Gallup's participant database.

Growth portfolio

Maintaining the health of our existing business is a core objective of our strategy. A strong base creates sustainable value for shareholders and generates the cash flows to invest in differentiated products which will drive future growth.

From a market segment perspective, we continue to target Companion Animals and Equine where we see the biggest growth opportunities over the long term. For Production Animals, we aim to maintain our important presence in our chosen markets. These priorities are mirrored in our research and development targets.

We also continue to make significant headway in our efforts to rebalance, refocus and defragment our portfolio of products. Reducing the number of smaller "tail" or lower value products allows us to concentrate our commercial resources on assets with growth prospects and higher margins. In 2017, the portfolio consisted of around 330 brands which subsequently has been reduced to approximately 200 brands. Increased management focus on a smaller number of bigger products was evident in a 3.2% growth rate for the top 40 brands in 2020.

Tracking progress is crucial as we continue to improve the quality and shape of our portfolio. With that objective in mind, we are committed to grow total revenues and improve gross margins while reducing the number of brands over the longer term to approximately 150.

Products can exit our portfolio for a variety of reasons. That can be as a result of our rationalisation programme, due to the natural expiry of a contract or because the product is no longer a strategic fit. In this latter category is Adequan which Animalcare had planned to launch in Europe under an agreement with American Regent Animal Health. In light of regulatory delays, this agreement was mutually terminated in January 2021. The decision is not expected to have a significant impact on future revenues.

Business development

Critical to our growth ambitions is our ability to discover and pursue attractive opportunities that originate outside the Company. It is no surprise that our business development team has been particularly active in 2020, in spite of the pandemic. Reinforcing our capability in this space, which we expect to further develop during 2021, has enabled us to identify attractive opportunities more efficiently and determine their potential more rapidly. Currently, we are involved in a number of discussions that have the potential to offer value-creating partnerships or in-licensing opportunities. We also believe we have the necessary financial strength to realise the right deals and are open to use the full range of appropriate funding options to deliver growth opportunities.

In September 2020 we signed a CA$5 million agreement with Canada-based firm, Kane Biotech Inc. to create a joint venture called STEM Animal Health Inc. that is responsible for commercialising and developing products based on biofilm-targeting anti-infective technology. Under the agreement, we will market and sell Kane Biotech's existing Companion Animal range of oral care products in European and Asian markets as well as collaborate on the development of new biofilm treatments for animals. We plan to launch STEM products in the second half of 2021 following completion of the manufacturing transfer process to a European base.

This is a sustainable agreement with a creative deal structure that gives us access to attractive products today and influence over the development pipeline of biofilm products of the future.

Innovative pipeline

Our internal pipeline showed important signs of bearing fruit with our novel COX-2 inhibitor making steady progress through its regulatory review over the period. Daxocox (enflicoxib) was submitted for EU and UK approval in January 2020 for the treatment of pain in dogs and received a positive opinion from the Committee for Medicinal Products for Veterinary Use (CVMP) in February 2021. Following the CVMP's recommendation, a decision on marketing authorisation is expected early in the second quarter.

We see this as a hugely important step in the journey to market for Daxocox, a product that has the potential to play a leading role in the Animalcare growth story. Subject to final approval, we plan to launch Daxocox across European markets in the second half of 2021. It's a source of pride that Daxocox is the sole property of the Group and the development programme is led and managed by the Animalcare team with support from an external CRO.

While we continue to pursue opportunities to strengthen our internal pipeline, we have initiated a number of lifecycle management projects to support our commercial ambitions for Daxocox and are adding biofilm-targeting programmes from our STEM joint venture. Creating a pipeline of differentiated products - whether generated in-house or through partnerships, in-licensing or acquisitions - is one of the key elements of our growth strategy.

New look, same commitment

By now I hope you have noticed our rebranding of the Group companies. A strong brand will support our growth ambitions. And we believe this consistent "family feel" better reflects the qualities of Animalcare Group: our scale and reach; our science-driven approach; our blend of local knowledge and global co-ordination; our agility; and our approachability. It's a new look, but with the same all-in commitment to our customers and to the cause of better animal health.

Summary and outlook

We entered 2020 in a solid financial position. And despite the uncertainty and disruption wreaked by the pandemic we emerged from this testing year with an even stronger platform enabling us to continue investing in our growth strategy.

Looking ahead to 2021, it's prudent to assume that the coronavirus will have other challenges for us. However, the efficacy of the new vaccines combined with the proven adaptability of the veterinary sector and the agility of our own organisation makes us confident that normality will return to our markets during 2021.

We are encouraged by demand levels we are seeing in the first quarter of the year and barring further disruption from COVID-19 we expect revenues to grow over the course of 2021. We also plan to invest in new product launches of Daxocox and the STEM oral health range while continuing to seek opportunities to strengthen our pipeline.

The resilience and commitment of our people throughout this period has been remarkable. We've supported each other and have remained focused on our priorities. That has been evident in our business performance and in our strategic achievements in 2020. I'd like to thank all our employees for their extraordinary efforts in extraordinary times. That experience will serve us well as we continue to implement our growth strategy.

Jennifer Winter

Chief Executive Officer

Chief Financial Officer's Review

Underlying and Statutory Results

To provide comparability across reporting periods, the Group presents its results on both an underlying and statutory (IFRS) basis. The Directors believe that presenting our financial results on an underlying basis, which excludes non-underlying items, offers a clearer picture of business performance. IFRS results include these items to provide the statutory results. All figures are reported at actual exchange rates (AER) unless otherwise stated. Commentary will include references to constant exchange rates (CER) to identify the impact of foreign exchange movements. A reconciliation between underlying and statutory results is provided at the end of this financial review.

Overview of Underlying financial results - Continuing Operations

 
                                                  % Change 
                                  2020      2019    at AER 
                               GBP'000   GBP'000         % 
----------------------------  --------  --------  -------- 
Revenue                         70,494    71,124    (0.9%) 
Gross Profit                    36,559    36,972    (1.1%) 
Gross Margin %                   51.9%     52.0%    (0.1%) 
Underlying Operating Profit      8,561     9,462    (9.5%) 
Underlying EBITDA               12,091    13,137    (8.0%) 
Underlying EBITDA margin 
 %                               17.2%     18.5%    (1.3%) 
Underlying Basic EPS (p)         10.6p     12.0p   (11.7%) 
----------------------------  --------  --------  -------- 
 

Despite significant disruption to the animal health market caused by COVID-19, the Group trading performance was resilient with revenues at GBP70.5m (2019: GBP71.1m), a decline of 0.9% year-on-year (2.0% decline at CER). Revenue by product category is shown in the table below:

 
                                         % Change 
                         2020      2019    at AER 
                      GBP'000   GBP'000         % 
-------------------  --------  --------  -------- 
Companion Animals      44,808    46,464    (3.6%) 
Production Animals     19,720    18,844      4.6% 
Equine & other          5,966     5,816      2.6% 
-------------------  --------  --------  -------- 
Total                  70,494    71,124    (0.9%) 
-------------------  --------  --------  -------- 
 

Companion Animals revenue decreased by 3.6% to GBP44.8m, principally reflecting pandemic-related disruption to veterinary activity across Europe, particularly during the first half. As we entered Q2 veterinary practices remained open for business in the majority of our markets though virus containment measures restricted opening hours and consultations. The impact of COVID-19 was felt most strongly in the UK, which saw large-scale closures of veterinary practices and all but urgent and emergency cases being seen.

Evidence of a return to more normal customer activity in the majority of our markets was observed during the second half, with revenues up c3.0% versus the prior period.

The greater emphasis on emergency-only treatments reduced opportunities for interaction with many veterinary practices. This had the effect of slowing or deferring new product launches. Notwithstanding these dynamics, growth from newly introduced products contributed GBP1.9m of sales (2019: GBP1.5m) principally driven by Metrocare, Doxycare and Procanicare.

In contrast, Production Animals revenue improved by 4.6% on the prior year to GBP19.7m, largely driven by growth in Italy and Spain, with the latter benefiting from the restructuring initiated at the end of 2019. Large animal practices in general were less impacted by COVID-19 due to the more industrial nature of this market.

Equine and other sales increased by 2.6% to GBP6.0m. This was primarily due to stock build within our international partner channel in advance of a manufacturing transfer, which will unwind during 2021.

Our existing portfolio continues to be shaped by focus on our core higher margin brands, initiatives to reduce fragmentation and expiry or cessation of distribution deals. Our top 40 products grew by 3.2% offset in particular by termination of distribution deals within our Companion Animal portfolio effected during 2018.

Underlying EBITDA decreased by 8.0% to GBP12.1m (2019: GBP13.1m) with EBITDA margin declining to 17.2% (2019: 18.5%). During the first half we took decisive action to realign SG&A spend with revenue. Together with the benefit of cost efficiencies generated during 2019, this resulted in a reduction in SG&A costs as a percentage of sales. As we previously reported, and due to the confidence in the resilience of our business, we subsequently increased investment in our people and drivers of future growth, including those related to business development, sales and marketing excellence and our new novel product Daxocox. As a result, SG&A expenses as a percentage of revenue increased to 34.8% (2019: 33.5%).

The underlying effective tax rate of 20.1% (2019: 21.5%) has reduced versus prior year principally driven by recognition and utilisation of tax losses. We continue to optimise research and development tax credits.

Reflecting the points noted above, underlying basic EPS decreased by 11.7% to 10.6 pence (2019: 12.0 pence).

Overview of reported financial results

Reported Group profit after tax for the year (after accounting for the non-underlying items shown in the table and discussed below) was GBP0.2m (2019: GBP1.3m loss), with reported earnings per share at 0.4 pence (2019: 2.2 pence loss per share).

 
                                                                        Acquisition, 
                                                                      restructuring, 
                                              2020     Amortisation      integration       2020       2019 
                                        Underlying   and impairment        and other   Reported   Reported 
                                           results   of intangibles            costs    results    results 
                                           GBP'000          GBP'000          GBP'000    GBP'000    GBP'000 
-------------------------------------  -----------  ---------------  ---------------  ---------  --------- 
Revenue                                     70,494                -                -     70,494     71,124 
Gross Profit                                36,559                -                -     36,559     36,972 
Selling, general and administrative 
 expenses                                 (25,627)          (4,800)                -   (30,427)   (29,356) 
Research and development expenses          (2,386)          (1,100)                -    (3,486)    (4,093) 
Net other operating income/(expense)            15                -          (1,858)    (1,843)    (4,814) 
-------------------------------------  -----------  ---------------  ---------------  ---------  --------- 
Operating profit/(loss)                      8,561          (5,900)          (1,858)        803    (1,291) 
Net finance expenses                         (511)                -                -      (511)      (317) 
-------------------------------------  -----------  ---------------  ---------------  ---------  --------- 
Share in net loss of joint ventures           (93)                -                -       (93)          - 
-------------------------------------  -----------  ---------------  ---------------  ---------  --------- 
Profit/(loss) before tax                     7,957          (5,900)          (1,858)        199    (1,608) 
Taxation                                   (1,604)            1,197              442         35        270 
-------------------------------------  -----------  ---------------  ---------------  ---------  --------- 
Profit/(loss) for the year                   6,353          (4,703)          (1,416)        235    (1,338) 
Basic EPS (p)                                10.6p                                         0.4p     (2.2p) 
-------------------------------------  -----------  ---------------  ---------------  ---------  --------- 
 

Non-underlying items totalling GBP7.8m (2019: GBP10.8m) relating to profit before tax have been incurred in the year, as set out in note 4. These principally comprise:

1. Amortisation and impairment of acquisition-related intangibles of GBP5.9m (2019: GBP7.6m). This charge primarily comprises amortisation in relation to the reverse acquisition of Ecuphar NV and previous acquisitions made by Ecuphar NV. The decrease versus 2019 largely reflects the prior year non-cash impairment of three projects within the acquired product development pipeline at a fair value of GBP1.5m that failed to meet technical, competitive or commercial milestones.

2. Acquisition and integration costs of GBP0.7m (2019: GBP0.6m). This includes costs associated with the STEM Animal Health transaction and integration costs in connection with the acquisition of Ecuphar NV, including manufacturing transfer costs as we continue to strengthen and simplify our supply chain.

3. Restructuring costs of GBP0.4m (2019: GBP1.8m) largely relating to further reorganisation of the Production Animals business unit in Spain that was initiated in late 2019. The prior year charge primarily relates to the R&D and Technical & Regulatory team centralisation and associated costs of implementing the headcount reduction.

Dividends

An interim dividend of 2.0 pence per share was paid in November 2020.

The Board is proposing a final dividend of 2.0 pence per share (2019: Nil pence per share) reflecting the resilient trading performance, strong financial position and our confident outlook. Subject to shareholder approval at the Annual General Meeting to be held on 9 June 2021 the final dividend will be paid on 2 July 2021 to shareholders whose names are on the Register of Members at close of business on 4 June 2021. The ordinary shares will become ex-dividend on 3 June 2021.

The Board continues to closely monitor the dividend policy, recognising the Group's need for investment to drive future growth and dividend flow to deliver overall value to our shareholders.

Cash flow and net debt

We entered 2020 in a strong financial position following the significant progress made during 2019 in improving our cash conversion and reducing our net debt - both important in providing capacity for further investment in business development and pipeline opportunities that support our long-term growth strategy.

As projected, following a significant improvement in the second half of the year as our underlying stock profile returned to nearer historic levels, we are pleased to report that the Group has delivered another strong underlying cash conversion performance of 102.9% (2019: 118.4%) as set out in the table below:

 
                                    2020      2019 
                                 GBP'000   GBP'000 
------------------------------  --------  -------- 
Underlying EBITDA                 12,091    13,137 
Net cash flow from operations     11,117    13,071 
Non-underlying items               1,324     2,485 
Underlying net cash flow from 
 operations                       12,446    15,556 
------------------------------  --------  -------- 
Cash conversion %                 102.9%    118.4% 
------------------------------  --------  -------- 
 

Net cash flow generated by our operations decreased to GBP11.1m (2019: GBP13.1m). Working capital was broadly flat year on year with the GBP1.6m increase in our inventories offset by movements in other trade working capital. In line with expectations, the increase in inventories was principally due to strategic stock build in respect of manufacturing transfers across three key brands as part of their lifecycle management, certain of which will be held through to the second half of 2022.

Net debt reduced by GBP4.2m over the full year and stood at GBP13.6m on 31 December 2020. This improvement was largely driven by the continued strong cash conversion noted above.

 
                                           GBP'000 
----------------------------------------  -------- 
Net debt at 1 January 2020                (17,812) 
Net cash generated from operations          11,117 
Net capital expenditure                    (2,313) 
Investments in joint venture                 (593) 
Net finance expenses                       (1,650) 
Dividends paid                             (1,201) 
Foreign exchange on cash and borrowings    (1,290) 
Movement in IFRS16 lease liabilities           124 
----------------------------------------  -------- 
Net debt at 31 December 2020              (13,618) 
----------------------------------------  -------- 
 

Net capital expenditure of GBP2.3m (2019: GBP2.4m) largely comprises investment in our product development pipeline of GBP1.7m. The most significant component of this figure relates to the completion of the initial clinical programme for Daxocox (enflicoxib). Following the CVMP's positive opinion in February 2021, and subject to receipt of marketing authorisation expected in Q2, Daxocox will launch early in the second half. The balance of expenditure largely relates to continuing investment in our IT infrastructure to deliver our objective of common platforms across the Group.

The net debt to underlying EBITDA leverage ratio was 1.1 times (2019: 1.4 times) versus the bank covenant of 3.5 times. At 31 December 2020, total facilities were GBP46.3m, of which GBP16.3m, net of cash balances, was utilised, leaving headroom of GBP30.3m.

Borrowing facilities

At 31 December 2020, the Group's financing arrangements consisted of a committed revolving credit facility of EUR41.5m, a EUR10m acquisition line, which cannot be utilised to fund our operations, and EUR4.1m investment loans. All facilities were due to expire on 31 March 2022.

As at 31 December 2020, all covenant requirements were met with significant headroom across all three measures.

During the first quarter we have been in discussions with our four syndicate banks to extend our existing banking facilities from 31 March 2022 to 31 March 2025. We have completed renewals with three of the four banks and expect to finalise the remaining documentation with the fourth in early April. The facilities remain subject to the following covenants which are in operation at all times:

   --    Net debt to underlying EBITDA ratio of 3.5 times 
   --    Underlying EBITDA to interest ratio of minimum 4 times 
   --    Solvency (total assets less goodwill/total equity less goodwill) greater than 25% 

Acquisitions

On 28 September 2020 the Group announced that it had entered into an agreement with Canada-based biotech company Kane Biotech Inc. under which the parties formed STEM Animal Health Inc. ("STEM"), a company dedicated to treating biofilm-related ailments in animals. The Group acquired a one-third stake in STEM for a cash consideration of CA$3m, payable over 48 months, of which CA$1m (GBP0.6m) was paid during the financial year. The Group has an option, for a period of six years, to acquire an additional one-sixth stake in STEM for CA$4m.

Separately, we also announced that we had entered into a licensing agreement, under which we will invest a further CA$2m, consisting of an initial payment along with a series of potential payments linked to various milestones, for rights to commercialise products in global veterinary markets outside the Americas.

Both the equity investment in STEM and the licensing fee are expected to be paid from existing cash resources. We expect the agreement to be earnings enhancing in 2022.

Going concern

The Group continued to build a solid financial platform in 2020 and despite the uncertainty and challenges caused by COVID-19, entered 2021 in a further improved financial position. As at 28 February 2021 net debt was GBP12.9m (31 December 2020: GBP13.6m). Headroom on the banking facilities, including cash on balance sheet, was GBP29.3m (31 December 2020: GBP30.3m).

In the early part of 2021 demand has been encouraging as both Animalcare and the veterinary market continue to demonstrate resilience during the pandemic. While our trading performance remains robust, the directors have assessed the principal risks and considered the impact of a "severe but plausible" downside scenario for COVID-19 for the next 12 months as part of the Group's adoption of the going concern basis. The major variables are the depth and the duration of COVID-19 and the Group has run a series of future trading scenarios to June 2022 to factor in a range of downside revenue estimates with mitigating actions on cost and cash flow. These downside scenarios principally mirror the challenging conditions observed during Q2 2020, over a range of timescales, where the impact of the pandemic was most significant. As demonstrated in H1 2020, our scenario planning also reflects our agility in responding to a downturn via reducing or deferring costs to align with revenue and carefully managing our cash flows.

The outputs from these scenarios indicate that the Group would operate well within its committed revolving credit facility of EUR41.5m and maintain headroom against all covenant obligations throughout the period to June 2022. Accordingly, the Directors continue to adopt the going concern basis of preparation.

Summary and outlook

We continue to deliver against our strategic objective of strengthening our financial base and are pleased to report another strong cash performance and further reduction in both net debt and net debt to underlying EBITDA leverage versus 2019.

Market demand in the first quarter is showing positive signs with a marked increase in revenues compared to the same period in 2020. Looking further ahead, and subject to the receipt of marketing authorisation in the EU and the UK, we continue to prepare for the launch of Daxocox during the second half. Together with the STEM oral health range, we expect these new products to support revenue growth over the full financial year and more significantly from 2022.

We will also continue to optimise and refine our existing portfolio. This will reduce fragmentation and increase commercial focus to drive growth within our higher margin core product range. In connection with this, the Group's Belgium subsidiary discontinued the local commercialisation of several antibiotics and other lower margin products under a legacy distribution contract. There is not expected to be an impact on market expectations for 2021 and beyond where the focus will, consistent with the Group's strategy, continue to be on higher margin products.

Our strong balance sheet provides the capacity to assess investment opportunities that support our long-term growth strategy. We expect to increase investment versus prior year to build and strengthen our pipeline.

Whatever further challenges 2021 presents, we are confident that the Group's financial platform and its focus on a clear growth strategy mean Animalcare will continue to be well placed to take advantage of opportunities in a market with attractive fundamentals.

Chris Brewster

Chief Financial Officer and Company Secretary

30 March 2021

Consolidated Income Statement

Year ended 31 December 2020

 
                                                       For the year ended 31st December 
                                    --------------------------------------------------------------------- 
                                                  Non-Underlying                           Non-Underlying 
                                     Underlying         (note 4)      Total   Underlying         (note 4)      Total 
                                           2020             2020       2020         2019             2019       2019 
                             Notes      GBP'000          GBP'000    GBP'000      GBP'000          GBP'000    GBP'000 
--------------------------  ------  -----------  ---------------  ---------  -----------  ---------------  --------- 
 Revenue                         5       70,494                -     70,494       71,124                -     71,124 
 Cost of sales                         (33,935)                -   (33,935)     (34,152)                -   (34,152) 
--------------------------  ------  -----------  ---------------  ---------  -----------  ---------------  --------- 
 Gross profit                            36,559                -     36,559       36,972                -     36,972 
--------------------------  ------  -----------  ---------------  ---------  -----------  ---------------  --------- 
 Research and development 
  expenses                              (2,386)          (1,100)    (3,486)      (2,922)          (1,171)    (4,093) 
 Selling and marketing 
  expenses                             (12,325)                -   (12,325)     (11,862)                -   (11,862) 
 General and 
  administrative 
  expenses                             (13,302)          (4,800)   (18,102)     (12,723)          (4,771)   (17,494) 
 Net other operating 
  (expense)/income                           15          (1,858)    (1,843)          (3)          (4,811)    (4,814) 
--------------------------  ------  -----------  ---------------  ---------  -----------  ---------------  --------- 
 Operating profit/(loss)                  8,561          (7,758)        803        9,462         (10,753)    (1,291) 
--------------------------  ------  -----------  ---------------  ---------  -----------  ---------------  --------- 
 Financial expenses              6      (1,051)                -    (1,051)      (1,856)                -    (1,856) 
 Financial income                7          540                -        540        1,539                -      1,539 
--------------------------  ------  -----------  ---------------  ---------  -----------  ---------------  --------- 
 Financial net result                     (511)                -      (511)        3,395                -      3,395 
--------------------------  ------  -----------  ---------------  ---------  -----------  ---------------  --------- 
 Share in net loss of 
  joint ventures accounted 
  for using the equity 
  method                        12         (93)                -       (93)            -                -          - 
--------------------------  ------  -----------  ---------------  ---------  -----------  ---------------  --------- 
 Profit/(loss) before 
  tax                                     7,957          (7,758)        199        9,145         (10,753)    (1,608) 
--------------------------  ------  -----------  ---------------  ---------  -----------  ---------------  --------- 
 Income tax                      8      (1,604)            1,639         35      (1,966)            2,236        270 
--------------------------  ------  -----------  ---------------  ---------  -----------  ---------------  --------- 
 Net profit/(loss)                        6,353          (6,119)        234        7,179          (8,517)    (1,338) 
--------------------------  ------  -----------  ---------------  ---------  -----------  ---------------  --------- 
 Net profit/(loss) 
 attributable 
 to: 
 The owners of the parent                 6,353          (6,119)        234        7,179          (8,517)    (1,338) 
 Earnings per share for 
 profit/(loss) 
 attributable 
 to the ordinary equity 
 holders of the Company: 
 Basic earnings per share        9        10.6p                        0.4p        12.0p                      (2.2p) 
 Diluted earnings per 
  share                          9        10.6p                        0.4p        12.0p                      (2.2p) 
--------------------------  ------  -----------  ---------------  ---------  -----------  ---------------  --------- 
 
 

In order to aid understanding of underlying business performance, the Directors have presented underlying results before the effect of exceptional and other items. These exceptional and other items are analysed in detail in note 4 to these financial statements. The accompanying notes form an integral part of these consolidated financial statements.

Consolidated Statement of Comprehensive Income

Year ended 31 December 2020

 
                                                          For the year ended 
                                                             31st December 
                                                         -------------------- 
                                                              2020       2019 
                                                           GBP'000    GBP'000 
-------------------------------------------------------  ---------  --------- 
Net profit/(loss) for the year                                 234    (1,338) 
Other comprehensive income 
Cumulative translation differences*                            508      (795) 
-------------------------------------------------------  ---------  --------- 
Other comprehensive income/(loss), net of tax                  508      (795) 
-------------------------------------------------------  ---------  --------- 
Total comprehensive income/(loss) for the year, net of 
 tax                                                           742    (2,133) 
-------------------------------------------------------  ---------  --------- 
Total comprehensive income/(loss) attributable to: 
The owners of the parent                                       742    (2,133) 
-------------------------------------------------------  ---------  --------- 
 

* May be reclassified subsequently to profit & loss.

Consolidated Statement of Financial Position

Year ended 31 December 2020

 
                                                          For the year ended 
                                                             31st December 
                                                         -------------------- 
                                                              2020       2019 
                                                  Notes    GBP'000    GBP'000 
------------------------------------------------  -----  ---------  --------- 
Assets 
Non-current assets 
Goodwill                                             10     50,987     50,454 
Intangible assets                                    11     37,812     43,000 
Property, plant and equipment                                  265        312 
Right-of-use-assets                                  16      1,790      1,917 
Investments in joint ventures                        12      1,457          - 
Deferred tax assets                                   8      2,220      1,524 
Other financial assets                                          63         59 
Other non-current assets                                        48         72 
------------------------------------------------  -----  ---------  --------- 
Total non-current assets                                    94,642     97,338 
------------------------------------------------  -----  ---------  --------- 
Current assets 
Inventories                                                 12,797     11,102 
Trade receivables                                           10,142     10,891 
Other current assets                                         1,589      2,746 
Cash and cash equivalents                                    5,265      6,165 
------------------------------------------------  -----  ---------  --------- 
Total current assets                                        29,793     30,904 
------------------------------------------------  -----  ---------  --------- 
Total assets                                               124,435    128,242 
------------------------------------------------  -----  ---------  --------- 
Liabilities 
Current liabilities 
Borrowings                                           13      (637)      (612) 
Lease liabilities                                    16      (951)      (830) 
Trade payables                                            (11,348)   (10,334) 
Tax payables                                                 (553)    (1,288) 
Accrued charges and deferred income                  14    (2,686)    (2,063) 
Other current liabilities                                  (3,202)    (2,799) 
------------------------------------------------  -----  ---------  --------- 
Total current liabilities                                 (19,377)   (17,926) 
------------------------------------------------  -----  ---------  --------- 
Non-current liabilities 
Borrowings                                           13   (16,432)   (21,428) 
Lease liabilities                                    16      (861)    (1,106) 
Deferred tax liabilities                              8    (4,804)    (5,176) 
Deferred income                                      14      (556)      (599) 
Provisions                                                    (96)      (118) 
Other non-current liabilities                                (717)      (118) 
------------------------------------------------  -----  ---------  --------- 
Total non-current liabilities                             (23,466)   (28,427) 
------------------------------------------------  -----  ---------  --------- 
Total Liabilities                                         (42,843)   (46,353) 
------------------------------------------------  -----  ---------  --------- 
Net assets                                                  81,592     81,889 
------------------------------------------------  -----  ---------  --------- 
Equity 
Share capital                                        15     12,012     12,012 
Share premium                                        15    132,729    132,729 
Reverse acquisition reserve                               (56,762)   (56,762) 
Accumulated losses                                         (9,445)    (8,640) 
Other reserves                                               3,058      2,550 
Equity attributable to the owners of the parent             81,592     81,889 
Non-controlling interest                                         -          - 
------------------------------------------------  -----  ---------  --------- 
Total equity                                                81,592     81,889 
------------------------------------------------  -----  ---------  --------- 
 

Consolidated Statement of Changes in Equity

Year ended 31 December 2020

 
                                   Attributable to the owners of the parents 
                       ------------------------------------------------------------------ 
                                               Retained 
                                              earnings/       Reverse                              Non- 
                          Share     Share   Accumulated   acquisition     Other             controlling     Total 
                        capital   premium        losses       reserve   reserve     Total      interest    equity 
                        GBP'000   GBP'000       GBP'000       GBP'000   GBP'000   GBP'000       GBP'000   GBP'000 
---------------------  --------  --------  ------------  ------------  --------  --------  ------------  -------- 
At 1st January, 
 2020                    12,012   132,729       (8,640)      (56,762)     2,550    81,889             -    81,889 
---------------------  --------  --------  ------------  ------------  --------  --------  ------------  -------- 
Net profit                    -         -           234             -         -       234             -       234 
Other comprehensive 
 income                       -         -             -             -       508       508             -       508 
---------------------  --------  --------  ------------  ------------  --------  --------  ------------  -------- 
Total comprehensive 
 expense                      -         -           234             -       508       742             -       742 
---------------------  --------  --------  ------------  ------------  --------  --------  ------------  -------- 
Dividends paid                -         -       (1,201)             -         -   (1,201)             -   (1,201) 
Share based payments          -         -           162             -         -       162             -       162 
---------------------  --------  --------  ------------  ------------  --------  --------  ------------  -------- 
At 31st December, 
 2020                    12,012   132,729       (9,445)      (56,762)     3,058    81,592             -    81,592 
---------------------  --------  --------  ------------  ------------  --------  --------  ------------  -------- 
 
 
                                      Attributable to the owners of the parents 
                       ----------------------------------------------------------------------- 
                                               Retained 
                                              earnings/       Reverse                                   Non- 
                          Share     Share   Accumulated   acquisition                            controlling     Total 
                        capital   premium        losses       reserve  Other reserve     Total      interest    equity 
                        GBP'000   GBP'000       GBP'000       GBP'000        GBP'000   GBP'000       GBP'000   GBP'000 
---------------------  --------  --------  ------------  ------------  -------------  --------  ------------  -------- 
At 1st January, 
 2019                    12,012   132,729       (4,732)      (56,762)          3,345    86,592             -    86,592 
---------------------  --------  --------  ------------  ------------  -------------  --------  ------------  -------- 
Net loss                      -         -       (1,338)             -              -   (1,338)             -   (1,338) 
Other comprehensive 
 income                       -         -             -             -          (795)     (795)             -     (795) 
---------------------  --------  --------  ------------  ------------  -------------  --------  ------------  -------- 
Total comprehensive 
 expense                      -         -       (1,338)             -          (795)   (2,133)             -   (2,133) 
---------------------  --------  --------  ------------  ------------  -------------  --------  ------------  -------- 
Dividends paid                -         -       (2,642)             -              -   (2,642)             -   (2,642) 
Exercise of share 
 options                      -         -             -             -              -         -             -         - 
Share based payments          -         -            72             -              -        72             -        72 
---------------------  --------  --------  ------------  ------------  -------------  --------  ------------  -------- 
At 31st December, 
 2019                    12,012   132,729       (8,640)      (56,762)          2,550    81,889             -    81,889 
---------------------  --------  --------  ------------  ------------  -------------  --------  ------------  -------- 
 

Reverse acquisition reserve

Reverse acquisition reserve represents the reserve that has been created upon the reverse acquisition of Animalcare Group plc.

Other reserve

Other reserve mainly relates to currency translation differences. These exchange differences arise on the translation of subsidiaries with a functional currency other than Sterling.

Consolidated Cash Flow Statement

Year ended 31 December 2020

 
                                                                  For the year ended 
                                                                     31st December 
                                                                 -------------------- 
                                                                      2020       2019 
                                                          Notes    GBP'000    GBP'000 
--------------------------------------------------------  -----  ---------  --------- 
Operating activities 
Profit/(loss) before tax                                               199    (1,608) 
Non-cash and operational adjustments 
Share in net result of joint ventures                        12         93          - 
Depreciation of property, plant and equipment                        1,243      1,270 
Amortisation of intangible assets                            12      8,149      8,222 
Impairment of intangible assets                              12         19      1,632 
Share-based payment expense                                            162         72 
(Gain)/loss on disposal of fixed assets                               (16)         35 
Non-cash movement in provisions                                        534        694 
Movement allowance for bad debt and inventories                        509        648 
Financial income                                                     (219)      (608) 
Financial expense                                                      815      1,250 
Impact of foreign currencies                                          (82)      (330) 
Loss/gain on disposal of IFRS16 & initial recognition                    1          - 
Non-cash movement on transition to IFRS 16                               -          3 
Other                                                                  (2)       (21) 
Movements in working capital 
Decrease/(Increase) in trade receivables                               640      3,098 
Decrease/(Increase) in inventories                                 (1,615)      2,492 
(Decrease)/increase in payables                                        883    (3,842) 
Income tax (paid)/received                                           (196)         99 
--------------------------------------------------------  -----  ---------  --------- 
Net cash flow from operating activities                             11,117     13,106 
--------------------------------------------------------  -----  ---------  --------- 
Investing activities 
Purchase of property, plant and equipment                            (177)       (48) 
Purchase of intangible assets                                12    (2,258)    (2,343) 
Proceeds from the sale of property, plant and equipment 
 (net)                                                                 122          - 
Capital contribution in joint venture                        13      (593)          - 
--------------------------------------------------------  -----  ---------  --------- 
Net cash flow used in investing activities                         (2,906)    (2,391) 
--------------------------------------------------------  -----  ---------  --------- 
Financing activities 
Proceeds from loans and borrowings and convertible 
 debt                                                              (6,002)    (8,070) 
Repayment of loans and borrowings                                      (5)       (30) 
Repayment of IFRS16 lease liability                          17    (1,081)    (1,053) 
Dividends paid                                               16    (1,201)    (2,642) 
Interest paid                                                        (516)      (617) 
Other financial expense                                               (53)       (27) 
--------------------------------------------------------  -----  ---------  --------- 
Net cash flow used in financing activities                         (8,858)   (12,439) 
--------------------------------------------------------  -----  ---------  --------- 
Net decrease in cash and cash equivalents                            (647)    (1,724) 
Cash and cash equivalents at beginning of year                       6,165      8,035 
Exchange rate differences on cash and cash equivalents               (253)      (146) 
--------------------------------------------------------  -----  ---------  --------- 
Cash and cash equivalents at end of year                             5,265      6,165 
--------------------------------------------------------  -----  ---------  --------- 
Reconciliation of net cash flow to movement in 
 net debt 
Net decrease in cash and cash equivalents in the 
 year                                                                (647)    (1,724) 
Cash flow from decrease in debt financing                            6,007      8,100 
Foreign exchange differences on cash and borrowings                (1,290)      1,336 
--------------------------------------------------------  -----  ---------  --------- 
Movement in net debt during the year                                 4,070      7,712 
--------------------------------------------------------  -----  ---------  --------- 
Net debt at the start of the year                                 (17,812)   (23,588) 
Movement in lease liabilities during the year                17        124    (1,936) 
--------------------------------------------------------  -----  ---------  --------- 
Net debt at the end of the year                                   (13,618)   (17,812) 
--------------------------------------------------------  -----  ---------  --------- 
 

Notes to the Consolidated Financial Statement

Year ended 31 December 2020

1. Financial information

The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 December 2020 and 31 December 2019. The financial information for 2019 is derived from the statutory accounts for 2019 which have been delivered to the Registrar of Companies. The Auditor has reported on the 2019 accounts; their report was (i) unqualified, (ii) included reference to a material uncertainty related to going concern to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006. The external auditor has reported on the 2020 accounts; the report was (i) unqualified, (ii) did not include references to any matters to which the external auditor drew attention by way of emphasis without qualifying the reports and (iii) did not contain statements under section 498(2) or (3) of the Companies Act 2006.

2. Basis of preparation

The Group financial statements have been prepared and approved by the Directors under the historical cost convention, except for the revaluation of certain financial instruments, in accordance with International accounting standards in conformity with the requirements of the Companies Act 2006 and international financial reporting standards adopted pursuant to Regulations (EC) NO 1606/2002 as it applies in the European Union. They have also been prepared in accordance with the requirements of the AIM Rules.

The consolidated financial statements cover the year ended 31 December 2020 and compromise the consolidated results of the Group.

The notes to this preliminary announcement are unaudited in relation to 2020 and extracted from the audited financial statements in relation to 2019.

3. Summary of significant accounting policies

Going concern

An analysis of the factors likely to impact on the Group's future business activities, performance and strategy are set out in the Chief Executive's Review and Chief Financial Officer's Review. The uncertainty as to the future impact on the Group of the recent COVID-19 outbreak has been considered as part of the Group's adoption of the going concern basis.

At 31 December 2020, the Group's financing arrangements consisted of a committed revolving credit facility of EUR41.5m, a EUR10m acquisition line, which cannot be utilised to fund our operations, and EUR4.1m investment loans. All facilities were due to expire on 31 March 2022.

During the first quarter we have been in discussions with our four syndicate banks to extend our existing banking facilities from 31 March 2022 to 31 March 2025. We have completed renewals with three of the four banks and expect to finalise the remaining documentation with the fourth in early April.

The facilities are subject to the following covenants which are in operation at all times:

   --    Net debt to underlying EBITDA ratio of maximum 3.5 times 
   --    Underlying EBITDA to interest ratio of minimum 4 times 
   --    Solvency (total assets less goodwill/total equity less goodwill) greater than 25% 

As at 31 December 2020, all covenant requirements were met with significant headroom across all three measures.

In the early part of 2021 demand has been encouraging as both Animalcare and the veterinary market continue to demonstrate resilience during the pandemic. While our trading performance remains robust, the directors have assessed the principal risks and considered the impact of a "severe but plausible" downside scenario for COVID-19 for the next 12 months as part of the Group's adoption of the going concern basis. The major variables are the depth and the duration of COVID-19 and the Group has run a series of future trading scenarios to June 2022 to factor in a range of downside revenue estimates with mitigating actions on cost and cash flow. These downside scenarios principally mirror the challenging conditions observed during Q2 2020, over a range of time, where the impact of the pandemic was most significant. As demonstrated in H1 2020, our scenario planning also reflects our agility in responding to a downturn via reducing or deferring costs to align with revenue and carefully managing our cash flows.

The outputs from these scenarios indicate that the Group would operate well within its committed revolving credit facility of EUR41.5m and maintain headroom against all covenant obligations throughout the period to June 2022. Accordingly, the Directors continue to adopt the going concern basis of preparation.

4. Non-recurring

 
                                                                  For the year ended 
                                                                     31st December 
                                                                 -------------------- 
                                                                      2020       2019 
                                                                   GBP'000    GBP'000 
---------------------------------------------------------------  ---------  --------- 
Amortisation and impairment of acquisition related intangibles 
Classified within research and development expenses                  1,100      1,171 
Classified within general and administrative expenses                4,800      4,771 
Classified within net other operating expenses                           -      1,619 
---------------------------------------------------------------  ---------  --------- 
Total amortisation and impairment of acquisition-related 
 intangibles                                                         5,900      7,561 
---------------------------------------------------------------  ---------  --------- 
Restructuring costs                                                    415      1,795 
Acquisition and integration costs                                      698        550 
Brexit-related costs                                                     5        243 
Divestments and business disposals                                      85        173 
COVID-19                                                               283          - 
Other non-underlying items                                             372        431 
---------------------------------------------------------------  ---------  --------- 
Total non-underlying items before taxes                              7,758     10,753 
---------------------------------------------------------------  ---------  --------- 
Tax impact                                                         (1,639)    (2,236) 
---------------------------------------------------------------  ---------  --------- 
Total non-underlying items after taxes                               6,119      8,517 
---------------------------------------------------------------  ---------  --------- 
 

The amortisation charge of acquisition-related intangibles largely relates to the Esteve acquisition of GBP2,047k (2019: GBP2,020k), the Riemser acquisition of GBP373k (2019: GBP369k) and the reverse acquisition of Animalcare Group plc of GBP3,479k (2019: GBP3,629k). The prior year impairment charge of GBP1,619k largely reflects the non-cash impairment of three projects within the acquired product development pipeline at a fair value of GBP1.5m that failed to meet technical, competitive or commercial milestones.

During the year the Group incurred restructuring costs of GBP415k (2019: GBP1,795k) largely relating to reorganisation of the Production Animals business unit in Spain. The prior year charge primarily relates to the R&D and Technical & Regulatory team centralisation and associated costs of implementing the headcount reduction.

Acquisition and integration costs of GBP698k (2019: GBP550k) include costs associated with the STEM Animal Health transaction and integration costs in connection with the acquisition of Ecuphar NV, including manufacturing transfer costs as we continue to strengthen and simplify our supply chain.

5. Segment information

Following the sale of the wholesale business on 4 September 2018, the Group now only reports one segment, being "Pharmaceuticals". This reporting segment is used for management purposes.

The Pharmaceutical segment is active in the development and marketing of innovative pharmaceutical products that provide significant benefits to animal health.

The measurement principles used by the Group in preparing this segment reporting are also the basis for segment performance assessment. The Board of Directors of the Group acts as the Chief Operating Decision Maker. As a performance indicator, the Chief Operating Decision Maker controls performance by the Group's revenue, gross margin, Underlying EBITDA and EBITDA. EBITDA is defined by the Group as net profit plus finance expenses, less financial income, plus income taxes and deferred taxes, plus depreciation, amortisation and impairment. Underlying EBITDA equals EBITDA plus non-underlying items.

The following table summarises the segment reporting from continuing operations for 2020 and 2019. As management's controlling instrument is mainly revenue-based, the reporting information does not include assets and liabilities by segment and is as such not presented per segment.

 
                                          Pharma 
                                         GBP'000 
--------------------------------------  -------- 
For the year ended 31st December 2020 
Revenues                                  70,494 
Gross Profit                              36,559 
Gross Profit %                               52% 
Segment underlying EBITDA                 12,091 
Segment underlying EBITDA %                  17% 
Segment EBITDA                            10,231 
Segment EBITDA %                             15% 
 
For the year ended 31st December 2019 
Revenues                                  71,124 
Gross Profit                              36,972 
Gross Profit %                               52% 
Segment underlying EBITDA                 13,137 
Segment underlying EBITDA %                  18% 
Segment EBITDA                             9,925 
Segment EBITDA %                             14% 
 

The segment EBITDA is reconciled with the consolidated net profit/(loss) of the year as follows:

 
                                             For the year ended 
                                                31st December 
                                            -------------------- 
                                                 2020       2019 
                                              GBP'000    GBP'000 
------------------------------------------  ---------  --------- 
Segment EBITDA                                 10,231      9,925 
Depreciation, amortisation and impairment     (9,428)   (11,216) 
------------------------------------------  ---------  --------- 
Operating profit/(loss)                           803    (1,291) 
Financial expenses                            (1,051)    (1,856) 
Financial income                                  540      1,539 
Share in net loss of joint ventures              (93)          - 
Income taxes                                    (985)         36 
Deferred taxes                                  1,020        234 
------------------------------------------  ---------  --------- 
Net profit/(loss)                                 234    (1,338) 
------------------------------------------  ---------  --------- 
 

Segment assets excluding deferred tax assets and financial instruments located in Belgium, Spain, Portugal, the United Kingdom and other geographies are as follows:

 
                                                        For the year ended 
                                                           31st December 
                                                       -------------------- 
                                                            2020       2019 
                                                         GBP'000    GBP'000 
-----------------------------------------------------  ---------  --------- 
Belgium                                                   11,353     14,325 
Spain                                                      2,476      2,424 
Portugal                                                   4,276      3,997 
UK                                                        68,042     70,572 
Other                                                      6,275      4,496 
-----------------------------------------------------  ---------  --------- 
Non-current assets excluding deferred tax assets and 
 financial instruments                                    92,422     95,814 
-----------------------------------------------------  ---------  --------- 
 

Revenue by product category

 
                                         For the year ended 
                                            31st December 
                                        -------------------- 
                                             2020       2019 
                                          GBP'000    GBP'000 
--------------------------------------  ---------  --------- 
Companion animals                          44,808     46,464 
Production animals                         19,720     18,844 
Horses                                      5,947      5,681 
Petfood, Instrumentation and Services          19        135 
--------------------------------------  ---------  --------- 
Total                                      70,494     71,124 
--------------------------------------  ---------  --------- 
 

Revenue by geographical area

 
                          For the year ended 
                             31st December 
                         -------------------- 
                              2020       2019 
                           GBP'000    GBP'000 
-----------------------  ---------  --------- 
Belgium                      9,502      9,303 
The Netherlands              1,326      2,106 
United Kingdom              11,553     14,137 
Germany                     10,746     10,337 
Spain                       17,990     18,644 
Italy                        7,935      6,142 
Portugal                     4,554      4,598 
European Union - other       5,621      4,925 
Asia                           782        471 
Middle East Africa              81         44 
Other                          404        417 
-----------------------  ---------  --------- 
Total                       70,494     71,124 
-----------------------  ---------  --------- 
 

Revenue by category

 
                  For the year ended 
                     31st December 
                 -------------------- 
                      2020       2019 
                   GBP'000    GBP'000 
---------------  ---------  --------- 
Product sales       69,443     69,946 
Services sales       1,051      1,178 
---------------  ---------  --------- 
Total               70,494     71,124 
---------------  ---------  --------- 
 

Product revenue is recognised when the performance obligation is satisfied at a point in time. Service revenue is recognised by reference of the stage of completion.

6. Financial expenses

Financial expenses include the following elements:

 
                                                          For the year ended 
                                                             31st December 
                                                         -------------------- 
                                                              2020       2019 
                                                           GBP'000    GBP'000 
-------------------------------------------------------  ---------  --------- 
Interest expense                                               516        618 
Foreign currency losses                                        418      1,120 
Change in fair value - losses on financial instruments          17          - 
Other financial expenses                                       100        118 
-------------------------------------------------------  ---------  --------- 
Total                                                        1,051      1,856 
-------------------------------------------------------  ---------  --------- 
 

7. Financial income

Financial income includes the following elements:

 
                                   For the year ended 
                                      31st December 
                                  -------------------- 
                                       2020       2019 
                                    GBP'000    GBP'000 
--------------------------------  ---------  --------- 
Foreign currency exchange gains         518      1,509 
Income from financial assets             13         30 
Other financial income                    9          - 
--------------------------------  ---------  --------- 
Total                                   540      1,539 
--------------------------------  ---------  --------- 
 

8. Income tax

Income tax

The following table shows the breakdown of the tax expense for 2020 and 2019:

 
                                                        For the year ended 
                                                           31st December 
                                                       -------------------- 
                                                            2020       2019 
                                                         GBP'000    GBP'000 
-----------------------------------------------------  ---------  --------- 
Current tax charge                                         (830)      (617) 
Tax adjustments in respect of previous years               (155)        653 
-----------------------------------------------------  ---------  --------- 
Total current tax charge                                   (985)         36 
-----------------------------------------------------  ---------  --------- 
Deferred tax - origination and reversal of temporary 
 differences                                                 950        272 
Deferred tax - adjustments in respect of previous 
 years                                                        70       (38) 
Total deferred tax credit                                  1,020        234 
-----------------------------------------------------  ---------  --------- 
Total tax income/(expense) for the year                       35        270 
-----------------------------------------------------  ---------  --------- 
 

The total tax expense can be reconciled to the accounting profit as follows:

 
                                                          For the year ended 
                                                             31st December 
                                                         -------------------- 
                                                              2020       2019 
                                                           GBP'000    GBP'000 
-------------------------------------------------------  ---------  --------- 
Profit/(loss) before tax                                       199    (1,608) 
Share in net loss of joint ventures                             93          - 
-------------------------------------------------------  ---------  --------- 
Profit/(loss) before tax, excl. share in net loss 
 of joint ventures                                             292    (1,608) 
Tax at 19.00% (2019: 19.00%)                                  (55)        305 
Effect of: 
Overseas tax rates                                           (262)      (181) 
Non-deductible expenses                                      (109)      (146) 
Income not subject to tax                                        -         31 
Derecognition of formerly recognised deferred tax 
 assets                                                          -        (3) 
Other permanent tax differences                                  -          - 
Other taxes                                                    (7)       (60) 
Use of tax losses previously not recognised                    181        109 
Changes in statutory enacted tax rate                          (4)         27 
Tax adjustments in respect of previous year                   (85)        615 
Non recognition of deferred tax on current year losses       (423)      (429) 
Recognition of formerly recognised deferred tax assets 
 on TLCF                                                       821        (6) 
Current tax-to be booked                                         -          8 
Other                                                         (22)          - 
Income tax expense as reported in the consolidated 
 income statement                                               35        270 
-------------------------------------------------------  ---------  --------- 
 

The tax credit of GBP1,639k (2019: GBP2,236k) shown within "non-underlying items" on the face of the consolidated income statement, which forms part of the overall tax credit of GBP35k (2019: GBP270k) relates to the items in note 4.

The tax rates used for the 2020 and 2019 reconciliation above are the corporate tax rates of 25.00% (Belgium), 25.00% (the Netherlands), 30.70% (Germany), 33.00% (France), 25.00% (Spain), 24.00% (Italy), 21.00% (Portugal) and 19.00% (the United Kingdom). These taxes are payable by corporate entities in the above-mentioned countries on taxable profits under tax law in that jurisdiction.

T he March 2021 Budget announced an increase in the UK standard rate of corporation tax to 25% from 1 April 2023. The legislation was not enacted during the year so deferred tax has been provided using the enacted rate of 19%. If deferred tax was calculated using the 25% rate the net deferred tax liability recognised at the balance sheet date would be increased from GBP3,747k to GBP5,005k.

A similar tax reform in Belgium was substantially enacted in December 2017. The tax rate will gradually decrease from 33.99% (2017) to 29.58% in 2018 and 2019 and to 25.00% from 2020 onwards.

Deferred taxes at the balance sheet date have been measured using the enacted tax rates and reflected in these financial statements.

Deferred tax

(a) Recognised deferred tax assets and liabilities

 
                                             Assets           Liabilities            Total 
                                       ------------------  ------------------  ------------------ 
                                           2020      2019      2020      2019      2020      2019 
                                        GBP'000   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000 
                                       --------  --------  --------  --------  --------  -------- 
Goodwill                                  (150)       (7)     (785)     (765)     (935)     (772) 
Intangible assets                           275       719   (4,048)   (4,490)   (3,773)   (3,771) 
Property, plant and 
 equipment                                (309)     (244)     (130)     (155)     (439)     (399) 
Financial fixed assets                        1         1         -         -         1         1 
Inventory                                  (22)       (8)      (19)      (21)      (41)      (29) 
Trade and other payables/receivables        120         3        46       (1)       166         2 
Borrowings                                  272       295       132       112       404       407 
Accruals and deferred 
 income                                     104         6         -         -       104         6 
Tax losses carried forward                1,929       759         -       144     1,929       903 
-------------------------------------  --------  --------  --------  --------  --------  -------- 
Total                                     2,220     1,524   (4,804)   (5,176)   (2,584)   (3,652) 
-------------------------------------  --------  --------  --------  --------  --------  -------- 
 

(b) Movements during the year

Movement of deferred taxes during 2020:

 
                                          Balance                                                Balance 
                                               at                                     Foreign    at 31st 
                                        1 January  Recognised          Disposal      exchange   December 
                                             2020   in income   of subsidiaries   adjustments       2020 
                                          GBP'000     GBP'000           GBP'000       GBP'000    GBP'000 
-------------------------------------  ----------  ----------  ----------------  ------------  --------- 
Goodwill                                    (772)       (118)                 -          (45)      (935) 
Intangible assets                         (3,771)        (37)                 -            35    (3,773) 
Property, plant and equipment               (399)        (21)                 -          (19)      (439) 
Financial fixed assets                          1           -                 -             -          1 
Inventory                                    (29)        (10)                 -           (2)       (41) 
Trade and other payables/receivables            2         165                 -           (1)        166 
Accruals and deferred income                    6          97                 -             1        104 
Borrowings                                    407        (24)                 -            21        404 
Tax losses carry forward and 
 other tax benefits                           903         968                 -            58      1,929 
-------------------------------------  ----------  ----------  ----------------  ------------  --------- 
Net deferred tax                          (3,652)       1,020                 -            48    (2,584) 
-------------------------------------  ----------  ----------  ----------------  ------------  --------- 
 

Movement of deferred taxes during 2019:

 
                                          Balance                                                Balance 
                                               at                                     Foreign    at 31st 
                                        1 January  Recognised          Disposal      exchange   December 
                                             2019   in income   of subsidiaries   adjustments       2019 
                                          GBP'000     GBP'000           GBP'000       GBP'000    GBP'000 
-------------------------------------  ----------  ----------  ----------------  ------------  --------- 
Goodwill                                    (609)       (197)                 -            34      (772) 
Intangible assets                         (4,135)         405                 -          (41)    (3,771) 
Property, plant and equipment                   2       (411)                 -            10      (399) 
Financial fixed assets                          1           -                 -             -          1 
Inventory                                    (18)        (13)                 -             2       (29) 
Trade and other payables/receivables           46        (44)                 -             -          2 
Accruals and deferred income                    -           6                 -             -          6 
Borrowings                                      -         420                 -          (13)        407 
Tax losses carry forward and 
 other tax benefits                           891          68                 -          (56)        903 
-------------------------------------  ----------  ----------  ----------------  ------------  --------- 
Net deferred tax                          (3,822)         234                 -          (64)    (3,652) 
-------------------------------------  ----------  ----------  ----------------  ------------  --------- 
 

Tax losses

The Group has unused tax losses, tax credits and notional interest deduction available in an amount of GBP7.532k for 2020 (2019: GBP3,014k).

Deferred tax assets have been recognised on available tax losses carried forward for some legal entities, resulting in amounts recognised of GBP1,929k (2019: GBP759k). This was based on management's estimate that sufficient positive taxable basis will be generated in the near future for the related legal entities with fiscal losses.

9. Earnings per share

Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holder of the parent Company by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all potential dilutive ordinary shares.

The following income and share data were used in the earnings per share computations:

Profit/(loss) before continuing operations

 
                                               For the year ended 31st December 
                                         -------------------------------------------- 
                                                2020         2019      2020      2019 
                                          Underlying   Underlying     Total     Total 
                                             GBP'000      GBP'000   GBP'000   GBP'000 
---------------------------------------  -----------  -----------  --------  -------- 
Net profit/(loss)                              6,353        7,179       234   (1,338) 
---------------------------------------  -----------  -----------  --------  -------- 
Net profit attributable to ordinary 
 equity holders of the parent adjusted 
 for the effect of dilution                    6,353        7,179       234   (1,338) 
---------------------------------------  -----------  -----------  --------  -------- 
 

Average number of shares (basic and diluted)

 
                                                  For the year ended 31st December 
                                          ------------------------------------------------ 
                                                 2020         2019        2020        2019 
Number of shares                           Underlying   Underlying       Total       Total 
----------------------------------------  -----------  -----------  ----------  ---------- 
Weighted average number of ordinary 
 shares for basic 
 earnings per share                        60,057,161   60,057,161  60,057,161  60,057,161 
----------------------------------------  -----------  -----------  ----------  ---------- 
Dilutive potential ordinary shares             42,581            -      42,581           - 
Weighted average number of ordinary 
 shares adjusted for effect of dilution    60,099,742   60,057,161  60,099,742  60,057,161 
----------------------------------------  -----------  -----------  ----------  ---------- 
 

Basic earnings/(loss) per share

 
                                                     For the year ended 31st December 
                                              ---------------------------------------------- 
                                                     2020         2019       2020       2019 
                                               Underlying   Underlying      Total      Total 
                                                 in pence     in pence   in pence   in pence 
--------------------------------------------  -----------  -----------  ---------  --------- 
From operations attributable to the 
 ordinary equity holders of the company              10.6         12.0        0.4      (2.2) 
--------------------------------------------  -----------  -----------  ---------  --------- 
Total basic earnings per share attributable 
 to the ordinary equity holders of the 
 company                                             10.6         12.0        0.4      (2.2) 
--------------------------------------------  -----------  -----------  ---------  --------- 
 

Diluted earnings/(loss) per share

 
                                                     For the year ended 31st December 
                                              ---------------------------------------------- 
                                                     2020         2019       2020       2019 
                                               Underlying   Underlying      Total      Total 
                                                 in pence     in pence   in pence   in pence 
--------------------------------------------  -----------  -----------  ---------  --------- 
From operations attributable to the 
 ordinary equity holders of the Company              10.6         12.0        0.4      (2.2) 
--------------------------------------------  -----------  -----------  ---------  --------- 
Total basic earnings per share attributable 
 to the ordinary equity holders of the 
 Company                                             10.6         12.0        0.4      (2.2) 
--------------------------------------------  -----------  -----------  ---------  --------- 
 

10. Goodwill

On acquisition, goodwill acquired in a business combination is allocated to the cash-generating units which are expected to benefit from that business combination. This cash-generating unit corresponds to the nature of the business, following the separate division Pharmaceuticals. The goodwill has been allocated to the cash-generating unit "CGU" as follows:

 
                        For the year ended 
                           31st December 
                       -------------------- 
                            2020       2019 
                         GBP'000    GBP'000 
---------------------  ---------  --------- 
CGU: Pharmaceuticals      50,987     50,454 
---------------------  ---------  --------- 
Total                     50,987     50,454 
---------------------  ---------  --------- 
 

The changes in the carrying value of the goodwill can be presented as follows for the years 2020 and 2019:

 
                           Total 
                         GBP'000 
----------------------  -------- 
At 1st January 2019       50,937 
Disposals                      - 
Currency translation       (483) 
----------------------  -------- 
At 31st December 2019     50,454 
----------------------  -------- 
At 1st January 2020       50,454 
Disposals                      - 
Impairment                     - 
Currency translation         533 
----------------------  -------- 
At 31st December 2020     50,987 
----------------------  -------- 
 

Goodwill allocated to the Pharmaceuticals CGU includes goodwill recognised as a result of past business combinations of Esteve, Equipharma NV, Ecuphar BV, Cardon Pharmaceuticals NV and the reverse acquisition of Animalcare Group plc in 2017.

The discount rate and growth rate (in perpetuity) used for value in use calculations are as follows:

 
                                2020  2019 
------------------------------  ----  ---- 
Discount rate (pre-tax) %       10.2  11.8 
Growth rate (in perpetuity) %    2.0   2.0 
------------------------------  ----  ---- 
 

Cash flow forecasts are prepared using the current operating budget approved by the Directors, which covers a five-year period and an appropriate extrapolation of cash flows beyond this. The cash flow forecasts assume revenue and profit growth in line with our strategic priorities.

The Group's impairment review is sensitive to change in assumptions used, most notably the discount rates and the perpetuity growth rates.

A 1.0% increase in discount rates would cause the value in use of the CGU to reduce by GBP21.8m but would not give rise to an impairment. A 1.0% reduction in perpetuity growth rates would cause the value in use of the CGU to reduce by GBP16.8m, but would not give rise to an impairment. " The CGU is robust to small reductions in short-term cash flows, whether driven by lower sales growth, lower operating profits or lower cash conversion. A 59.5% reduction in total annual cash flows would give rise to an impairment of GBP100k. An increase in discount rates to 20.7% or a reduction in perpetuity growth rates to (18.8%) would each give rise to an impairment in the CGU of GBP100k.

11. Intangible assets

The changes in the carrying value of the intangible assets can be presented as follows for the years 2020 and 2019:

 
                                         Patents,  Product portfolios 
                                     distribution         and product 
                        In-process     rights and         development  Capitalized 
                               R&D       licenses               costs     software     Total 
                           GBP'000        GBP'000             GBP'000      GBP'000   GBP'000 
----------------------  ----------  -------------  ------------------  -----------  -------- 
Acquisition value 
----------------------  ----------  -------------  ------------------  -----------  -------- 
At 1st January 2019         17,079         19,108              40,668        1,181    78,036 
----------------------  ----------  -------------  ------------------  -----------  -------- 
Additions                    1,582            251                 208          302     2,343 
Disposals                  (1,830)           (62)                (46)            -   (1,938) 
Transfers                     (88)          (136)                 (3)           88     (139) 
Currency translation         (217)          (723)               (826)         (61)   (1,827) 
Other                        1,395              -             (1,395)            6         6 
----------------------  ----------  -------------  ------------------  -----------  -------- 
At 31st December 2019       17,921         18,438              38,606        1,516    76,481 
----------------------  ----------  -------------  ------------------  -----------  -------- 
Additions                    1,592             39                  51          573     2,255 
Disposals                  (1,104)              -             (1,957)         (14)   (3,075) 
Transfers                        -              -                   -            -         - 
Currency translation           246            789                 916           74     2,025 
Other                            -              -                   -            -         - 
----------------------  ----------  -------------  ------------------  -----------  -------- 
At 31st December 2020       18,655         19,266              37,616        2,149    77,686 
----------------------  ----------  -------------  ------------------  -----------  -------- 
Amortisation 
----------------------  ----------  -------------  ------------------  -----------  -------- 
At 1st January 2019        (3,536)        (7,721)            (14,816)        (629)  (26,702) 
----------------------  ----------  -------------  ------------------  -----------  -------- 
Amortisations              (1,546)        (2,851)             (3,490)        (335)   (8,222) 
Disposals                    1,828             62                  13            -     1,903 
Impairments                (1,632)              -                   -            -   (1,632) 
Transfers                        -            136                   3            -       139 
Currency translation            72            405                 521           39     1,037 
Other                            1              -                   -          (5)       (4) 
----------------------  ----------  -------------  ------------------  -----------  -------- 
At 31st December 2019      (4,813)        (9,969)            (17,769)        (930)  (33,481) 
----------------------  ----------  -------------  ------------------  -----------  -------- 
Amortisations              (1,473)        (2,805)             (3,508)        (363)   (8,149) 
Disposals                    1,080              -               1,958           14     3,052 
Impairments                      -           (19)                   -            -      (19) 
Currency translation          (93)          (511)                (619         (54)   (1.277) 
Transfers                       44              -                   -         (44)         - 
Other                            -              -                   -            -         - 
----------------------  ----------  -------------  ------------------  -----------  -------- 
At 31st December 2020      (5,255)       (13,304)            (19,938)      (1,377)  (39,874) 
----------------------  ----------  -------------  ------------------  -----------  -------- 
Net carrying value 
At 31st December 2020       13,400          5,962              17,678          772    37,812 
At 31st December 2019       13,108          8,469              20,837          586    43,000 
----------------------  ----------  -------------  ------------------  -----------  -------- 
 

In-process research and development relates to acquired development projects as part of the Esteve business combination in 2015, the reverse acquisition of Animalcare Group plc in 2017 and external and internal in-process R&D costs for which the capitalisation criteria are met. Patents, distribution rights and licences include amounts paid for exclusive distribution rights as well as distribution rights acquired as part of the Esteve business combination in 2015 and the reverse acquisition of Animalcare Group plc in 2017.

Product portfolios and product development costs relate to amounts paid for acquired brands as well as external and internal product development costs capitalised on the development projects in the pipeline for which the capitalisation criteria are met.

The total amortisation charge for 2020 is GBP8,149k (2019: GBP8,222k) which is included in lines cost of sales, research and development expenses, sales and marketing expenses and general and administrative expenses of the consolidated income statement. Included in the total amortisation and impairment charge is GBP5,900k (2019: GBP7,561k) relating to acquisition related intangibles.

In 2020, Animalcare Group plc recorded an impairment charge of GBP19k (2019: GBP1,632k).

12. Investments in joint ventures

On 28 September 2020 the Group announced that it has entered into an agreement with Canada-based biotech company Kane Biotech Inc. under which the parties formed STEM Animal Health Inc. ("STEM"), a company dedicated to treating biofilm-related ailments in animals. The Group acquired, via its 100% subsidiary Ecuphar NV, 33,34% in STEM for a cash consideration of CA$3m, payable over 48 months, of which CA$1m was paid during the financial year. Based on the existing voting rights (33%) and other contractual arrangements, the Group does not have power over the investee. Accordingly, the investment such accounted for the investment in STEM through the equity method in its consolidated financial statements.

Both the equity investment in STEM and the licensing fee are expected to be paid from existing cash resources. The Group expect the agreement to be earnings enhancing in 2022.

 
                                      % of ownership 
                                         interest                                     Carrying amount 
                                     ----------------                                ------------------ 
                                          2020   2019                                    2020      2019 
                           Place of 
                   business/country                        Nature of    Measurement 
 Name of entity    of incorporation          %      %   relationship         method   GBP'000   GBP'000 
---------------  ------------------  ---------  -----  -------------  -------------  --------  -------- 
STEM Animal 
 Health Inc.                 Canada     33.34%      0  Joint Venture  Equity method     1,457         0 
---------------  ------------------  ---------  -----  -------------  -------------  --------  -------- 
 

The tables below provide summarised financial information for the Joint Venture in STEM Animal Health Inc. which is material to the group. The information disclosed reflects the amounts presented in the financial statements of the relevant joint venture and not Animalcare's share of those amounts.

 
                                            For the year 
                                     ended 31st December 
                                                    2020 
                                                 GBP'000 
----------------------------------  -------------------- 
Non-current assets                                   760 
Current assets                                       911 
----------------------------------  -------------------- 
Total assets                                       1,671 
----------------------------------  -------------------- 
 
Non-current liabilities                                0 
Current liabilities                                  297 
----------------------------------  -------------------- 
Total liabilities                                    297 
----------------------------------  -------------------- 
 
Net assets                                         1,374 
----------------------------------  -------------------- 
Group Share                                          458 
Goodwill                                             552 
Fair value identified intangibles                    608 
Deferred tax liability                             (161) 
----------------------------------  -------------------- 
Investment value in joint venture                  1,457 
----------------------------------  -------------------- 
 

Summarised statement of comprehensive income:

 
                                                               For the year 
                                                                      ended 
                                                              31st December 
                                                                       2020 
                                                                    GBP'000 
-----------------------------------------------------------  -------------- 
Sales                                                                   134 
Operating expenses                                                    (378) 
Financial result, net                                                   (1) 
-----------------------------------------------------------  -------------- 
Net loss for the year                                                 (245) 
Group share in net loss for the year                                   (82) 
Depreciation on fair value adjustments on intangible fixed 
 assets (net of deferred tax)                                          (11) 
-----------------------------------------------------------  -------------- 
Total group share in net loss for the year                             (93) 
Other comprehensive expense                                            (18) 
-----------------------------------------------------------  -------------- 
Group share in total comprehensive expense                            (111) 
-----------------------------------------------------------  -------------- 
 

Reconciliation of the aforementioned financial information with the net carrying amount of the investment of STEM Animal Health Inc. in the consolidated financial statements:

 
As per 31 December 2019                             0 
----------------------------------------------  ----- 
Acquisition in joint venture                    1,568 
Group share of net profit/(loss) for the year     -93 
Foreign currency translation differences          -18 
----------------------------------------------  ----- 
As per 31 December 2020                         1,457 
----------------------------------------------  ----- 
 

13. Borrowings

The loans and borrowings include the following:

 
                                                     For the year ended 
                                                        31st December 
                                                    -------------------- 
                                Interest                 2020       2019 
                                    rate  Maturity    GBP'000    GBP'000 
------------------------------  --------  --------  ---------  --------- 
Other loans                        1.56%                    -          9 
                                 Euribor 
Revolving credit facilities       +1.50%    Mar-22     12,227     16,845 
                                 Euribor 
Roll over investment facility     +1.50%    Mar-22        797      1,358 
                                 Euribor 
Acquisition loan                  +1.75%    Mar-22      4,045      3,828 
                                See note 
Lease liabilities                     22                1,812      1,936 
------------------------------  --------  --------  ---------  --------- 
Total loans and borrowings                             18,881     23,976 
------------------------------  --------  --------  ---------  --------- 
Of which 
Non-current                                            17,293     22,534 
Current                                                 1,588      1,442 
------------------------------  --------  --------  ---------  --------- 
 

Revolving credit facilities and roll over investment facilities

The Group's financing arrangements are split equally amongst four syndicate banks. The current agreements consist of:

   --    EUR41.5m revolving credit facilities 
   --    EUR10m available acquisition financing 
   --    EUR4.08m investment loans 

The loans have a variable, EURIBOR based interest rate, increased with a margin of 1.50% or 1.75%. As at 31 December 2020 the revolving credit facilities and the acquisition financing had a bullet maturity in March 2022.

During March 2021 we agreed an extension to our existing banking facilities with our syndicate of banks, extending the maturity date to 31 March 2025.

14. Accrued charges and deferred income

Accrued charges and deferred income consist of the following:

 
                                         For the year ended 
                                            31st December 
                                        -------------------- 
                                             2020       2019 
                                          GBP'000    GBP'000 
--------------------------------------  ---------  --------- 
Accrued charges                             2,450      1,898 
Deferred income - due within one year         234        173 
Other                                           2        (8) 
--------------------------------------  ---------  --------- 
Total due within one year                   2,686      2,063 
--------------------------------------  ---------  --------- 
Deferred income - due after one year          556        599 
--------------------------------------  ---------  --------- 
 

Accrued charges mainly relate to accrued product development expenses of GBP882k (2019: GBP790k) and several accrued charges relating to commissions and bonuses in Animalcare for an amount of GBP653k (2019: GBP508k), Ecuphar Veterinaria for an amount of GBP538k (2019: GBP294k) and GBP307k (2019: GBP261k) for Belphar. Deferred income are contract liabilities that arise from certain services sold by the Group's subsidiary Animalcare Ltd. In return for a single upfront payment, Animalcare Ltd commits to a fixed term contract to provide certain database, pet reunification and other support services to customers. There is no contractual restriction on the amount of times the customer makes use of the services. At the commencement of the contract, it is not possible to determine how many times the customer will make use of the services, nor does historical evidence provide indications of any future pattern of use. As such, income is recognised evenly over the term of the contract, currently between eight and 14 years.

Movements in the Group's deferred income liabilities during the current year are as follows:

 
                                                  For the year ended 
                                                     31st December 
                                                 -------------------- 
                                                      2020       2019 
                                                   GBP'000    GBP'000 
-----------------------------------------------  ---------  --------- 
Balance at the beginning of the year                   772        807 
Income deferred to following years                     201        160 
Release of income deferred from previous years       (183)      (195) 
-----------------------------------------------  ---------  --------- 
Balance at the end of the year                         790        772 
-----------------------------------------------  ---------  --------- 
 

The deferred income liabilities fall due as follows:

 
                                  For the year ended 
                                     31st December 
                                 -------------------- 
                                      2020       2019 
                                   GBP'000    GBP'000 
-------------------------------  ---------  --------- 
Within one year                        234        173 
After one year                         556        599 
-------------------------------  ---------  --------- 
Balance at the end of the year         790        772 
-------------------------------  ---------  --------- 
 

15. Equity

Share capital

 
                                                       For the year ended 
                                                          31st December 
---------------------------------------------------  ---------------------- 
Number of shares                                           2020        2019 
---------------------------------------------------  ----------  ---------- 
Allotted, called up and fully paid Ordinary Shares 
 of 20p each                                         60,057,161  60,057,161 
---------------------------------------------------  ----------  ---------- 
 
 
                                                      For the year ended 
                                                         31st December 
                                                     -------------------- 
                                                          2020       2019 
                                                       GBP'000    GBP'000 
---------------------------------------------------  ---------  --------- 
Allotted, called up and fully paid Ordinary Shares 
 of 20p each                                            12,012     12,012 
---------------------------------------------------  ---------  --------- 
 

Dividends

 
                                                       For the year ended 
                                                          31st December 
                                                      -------------------- 
                                                           2020       2019 
                                                        GBP'000    GBP'000 
----------------------------------------------------  ---------  --------- 
Ordinary final dividend paid for the period ended 
 31st December 2018 of 2.4p per share                         -      1,441 
Ordinary interim dividend paid for the period ended 
 31st December 2019 of 2.0 per share                          -      1,201 
Ordinary final dividend paid for the period ended 
 31st December 2020 of 2.0 per share                      1,201          - 
----------------------------------------------------  ---------  --------- 
                                                          1,201      2,642 
----------------------------------------------------  ---------  --------- 
 

The proposed final dividend of 2.0 pence per share is subject to approval of shareholders at the Annual General Meeting and has not been included as a liability as at 31st December 2020, in accordance with IAS 10 "Events After the Balance Sheet Date".

16. IFRS 16 Leases

The balance sheet shows the following amounts relating to leases as at 31st December 2020:

 
                                31 December  1 January 
                                       2020       2020 
                                    GBP'000    GBP'000 
------------------------------  -----------  --------- 
Buildings                               831        893 
Vehicles                                958        989 
Other                                     1         35 
------------------------------  -----------  --------- 
Total right-of-use assets             1,790      1,917 
------------------------------  -----------  --------- 
 
Current lease liabilities               951        830 
Non-current lease liabilities           861      1,106 
------------------------------  -----------  --------- 
Total lease liabilities               1,812      1,936 
------------------------------  -----------  --------- 
 

Below are the carrying amounts of right-of-use assets recognised and the movements during the year:

 
                                         Land and 
                                        buildings  Vehicles     Other     Total 
                                          GBP'000   GBP'000   GBP'000   GBP'000 
-------------------------------------  ----------  --------  --------  -------- 
Acquisition value 
-------------------------------------  ----------  --------  --------  -------- 
At 31st December 2019                       1,271     1,587        81     2,939 
-------------------------------------  ----------  --------  --------  -------- 
Additions                                     343       583         -       926 
Disposals and contract modifications         (30)     (225)       (2)     (257) 
Transfers                                    (71)         -         -      (71) 
Currency Translation                           57        84         5       146 
-------------------------------------  ----------  --------  --------  -------- 
At 31st December 2020                       1,570     2,029        84     3,683 
-------------------------------------  ----------  --------  --------  -------- 
 
Depreciation 
At 31st December 2019                       (378)     (598)      (46)   (1,022) 
Depreciation charge for the year            (433)     (619)      (31)   (1,083) 
Disposals and contract modifications           22       181       (3)       200 
Transfers                                      71         -         -        71 
Currency translation                         (21)      (35)       (3)      (59) 
-------------------------------------  ----------  --------  --------  -------- 
At 31st December 2020                       (739)   (1,071)      (83)   (1,893) 
-------------------------------------  ----------  --------  --------  -------- 
 
Net book value 
At 31st December 2020                         831       958         1     1,790 
-------------------------------------  ----------  --------  --------  -------- 
 

Below are the values for the movements in lease liability during the year:

 
                        Lease Liability 
                                GBP'000 
----------------------  --------------- 
At January 1st 2020               1,936 
Additions                           926 
Disposals                          (57) 
Interest expense                     59 
Payments                        (1,140) 
CTA                                  88 
----------------------  --------------- 
At December 31st 2020             1,812 
----------------------  --------------- 
 

The following amounts are recognised in the income statement:

 
                                                                     For the year 
                                                              ended 31st December 
                                                                             2020 
                                                                          GBP'000 
-----------------------------------------------------------  -------------------- 
Depreciation expense of right-of-use assets                               (1,083) 
Interest expense on lease liabilities                                        (59) 
(Loss)/gain on disposal of IFRS16 assets                                        - 
Expense relating to short-term leases and low-value assets                  (187) 
-----------------------------------------------------------  -------------------- 
Total amount recognised in the income statement                           (1,329) 
-----------------------------------------------------------  -------------------- 
 

Cash-flows relating to leases are presented as follows:

-- Cash payments for the principal portion of the lease liabilities as cash flows from financing activities;

-- Cash payments for the interest portion consistent with presentation of interest payments chosen by the Group, and;

-- Short-term lease payments, payments for leases of low-value assets and variable lease payments that are not included in the measurement of the lease liabilities as cash flows from operating activities.

17. Events after balance sheet date

During the first quarter we have been in discussions with our four syndicate banks to extend our existing banking facilities from 31 March 2022 to 31 March 2025. We have completed renewals with three of the four banks and expect to finalise the remaining documentation with the fourth in early April.

18. Annual Report

This Preliminary financial information is not being sent to Shareholders.

A further announcement will be made when the Annual Report and Accounts for the year ended 31(st) December 2020 will be made available on the Company's website and copies sent to shareholders.

Further copies will be available to download on the Company's website at: www.animalcaregroup.com and will also be available from the Company's registered office address: 10 Great North Way, York Business Park, Nether Poppleton, York, YO26 6RB

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END

FR SEIESUEFSEED

(END) Dow Jones Newswires

March 30, 2021 02:00 ET (06:00 GMT)

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