The Financial Statements, included within the Annual Report and Accounts (the Annual Report), comprise:
Certain required disclosures have been presented elsewhere in the Annual Report, rather than in the notes to the Financial Statements. These are cross-referenced from the Financial Statements and are identified as audited.
The financial reporting framework that has been applied in the preparation of the Group Financial Statements is IFRSs as adopted by the European Union, and applicable law. The financial reporting framework that has been applied in the preparation of the Company Financial Statements is United Kingdom Accounting Standards, comprising FRS 101 "Reduced Disclosure Framework", and applicable law (United Kingdom Generally Accepted Accounting Practice).
- Overall Group materiality: £1.6 million which represents 5% of profit before tax adjusted for non-underlying and exceptional items save for amortisation relating to the intangible assets (adjusted profit before tax).
- Following our assessment of the risks of material misstatement of the Group financial statements we performed audits of the complete financial information of 18 reporting units and specified procedures for a further two reporting units.
- In addition the Group engagement team audited the Company and certain centralised functions, including those covering derivative financial instruments, corporate taxation, and goodwill and intangible asset impairment assessments.
- The components on which audits of the complete financial information and centralised work was performed accounted for 94% of Group revenue and 92% of adjusted profit before tax.
- As part of our supervision process, the Group engagement team have visited or have performed the audit of significant components, in addition to performing the audits of the in scope UK reporting locations. We also visited the component auditors in Croatia following the acquisition of Genera d.d. during the year.
- Our assessment of the risk of material misstatement also informed our views on the areas of particular focus for our work which are listed below:
- Assessment of the acquired balance sheet and fair value accounting for the significant acquisitions.
- Assessment of the carrying value of acquired intangible assets.
The Scope of Our Audit and Our Areas of Focus
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) (ISAs (UK & Ireland)).
We designed our audit by determining materiality and assessing the risks of material misstatement in the financial statements. In particular, we looked at where the Directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud.
The risks of material misstatement that had the greatest effect on our audit, including the allocation of our resources and effort, are identified as 'areas of focus' in the table below. We have also set out how we tailored our audit to address these specific areas in order to provide an opinion on the Financial Statements as a whole, and any comments we make on the results of our procedures should be read in this context. This is not a complete list of all risks identified by our audit.
|Area of focus||How our audit addressed the area of focus|
|Assessment of the accounting position adopted on the opening balance sheet accounting for the Genera, Brovel and Putney acquisitions|
Refer to the Audit Committee Report, the critical accounting estimates and judgements in note 1 (b) to the accounts, and note 31 (Acquisitions).
The Group completed the following acquisitions during the year:
- Genera d.d. on 21 October 2015;
- Laboratorios Brovel S.A. de C.V. on 13 January 2016; and
- Putney Inc. on 22 April 2016.
We focused on this area because the accounting for business combinations including the respective provisional opening balance sheet position is inherently judgemental.
IFRS 3 (revised) requires that consideration is given to the existence and measurement of separable identifiable intangible assets that have been acquired as part of each respective acquisition agreement. For both Genera d.d. (Genera) and Putney Inc. (Putney), significant value has been attributed to the brand and product portfolio, the recognition of which is dependent on cash flow forecasts including future business growth, product development and the application of an appropriate discount rate, all of which are subjective.
The land and property acquired was restated to fair value. This required the use of assumptions including building construction costs and the discounted land values within the valuation methodology.
The accounting standards state that acquired inventory should be recognised at fair value which is equal to the selling price less costs to sell. This has resulted in value uplifts to the acquired inventory held in Genera, Putney and Laboratorios Brovel S.A. de C.V. (Brovel). The appropriateness of the fair value adjustments are dependent on the existence and quality of inventory held at the acquisition date and the calculation of selling costs.
We have focused on the completeness of liabilities recorded at the respective acquisition date. As the recognition of obligations can be subject to the extent of information available this can give rise to judgement being exercised.
The calculation of deferred tax liabilities arising on the identifiable intangible assets is reliant on the correct application of local tax rates. The measurement of deferred taxes is dependent on the understanding and application of local tax rules, with the recognition of any deferred tax assets being judgemental based on the Directors' evaluation of recoverability.
Intangible assets – We obtained the cash flow forecasts supporting the intangible assets identified and agreed that these were consistent with those approved by the Board as part of the acquisition process. For sales volumes and margin data we tested that the relevant assumptions were consistent to the historical performance of each of the acquired businesses. We assessed the validity of new products being made available for sale through independent research as to the accessibility and marketability of similar products. We corroborated that development costs have been appropriately included based on actual costs previously incurred on comparable products developed by the Group.
We engaged our valuation specialists who benchmarked within a reasonable range that the growth assumptions were in line with industry expectation and the specific geographical locations in which the business operates. Our valuation specialists also agreed that the discount rates were consistent to those applied by companies of comparable size and within the relevant industry.
- Land and buildings – We engaged our valuation specialists who agreed that both key assumptions were within a reasonable range. The building construction costs were agreed as consistent with average data available for industrial property development within Central and Eastern European countries and the land discount was compared with the value of sites sold which are similar in size and nature.
- Inventory – We have corroborated the respective selling costs by agreeing to sales invoices and agreeing that these costs have been accurately included within the overall calculations performed. We attended and undertook physical inventory counts at key locations validating that inventory was being held and accurately recorded. As part of our physical attendance we surveyed the aging and quality of specific inventory items and evaluated the local obsolescence policies which adequately aligned to the inventory profiles observed.
- Liabilities – We considered the completeness of liabilities through our knowledge of the business, by making enquiries of the Directors, examining correspondence with legal counsel and reading the respective sale and purchase agreements. We performed substantive procedures on material purchase invoices and bank payments post acquisition date and confirmed that these were correctly recorded.
Taxation – We recalculated the deferred tax liabilities arising on the acquired intangibles assets and agreed that relevant tax rates have been used.
We read the prior year tax computations and available correspondence from the respective tax authorities and agreed that all known significant obligations and threats have been suitably considered.
In respect of Putney, the Directors evaluated operating losses which are available to be utilised in future periods. We agreed the quantum and nature of the losses to prior period tax computations. We read the local tax rules and verified the accuracy of the calculation as to the losses which can be recognised in line with the rules. We recalculated the associated deferred tax asset and agreed the recognition of this by confirming the basis of recoverability is consistent with Board approved forecasts.
Assessment of the carrying value of acquired intangible assets and other relevant assets
Refer to the Audit Committee Report, the critical accounting estimates and judgements in note 1 (b) to the accounts, and note 11 (Intangible assets).
The Directors' exercise judgement as to whether impairment triggers, which require a full impairment assessment to be performed, have been identified in relation to acquired intangible assets and other relevant assets.
Where a full impairment assessment is required to support the carrying value of the assets held, the Directors' have prepared a discounted cash flow which includes a number of assumptions. The assumptions which are deemed to be the most significant in respect of these forecasts are the current and future performance of individual products. The long term growth and discount rate are also considered to be subjective.
The Directors recorded an impairment charge of £3.3 million relating to a US generic pharmaceutical product. The Directors' have concluded that this asset is impaired following the acquisition of Putney and a review of products acquired. It was established that a comparable drug is produced by Putney which already held FDA approval. Therefore a decision was taken to stop developing this product resulting in a full impairment of the associated asset value. The impairment charge is material to the financial statements and is dependent on the accurate assessment of the Putney products and their purpose.
- Acquired intangible assets and other relevant assets – We agreed that the basis of the current and future revenue forecasts are consistent with previous performance. Our valuation specialists benchmarked, within a reasonable range, the growth and discount rate to economic and industry averages and the cost of capital for other comparable companies respectively. We have performed sensitivities on a selection of these assumptions confirming that the level of headroom calculated is not unduly susceptible to change.
- US generic pharmaceutical product – We confirmed the accuracy of the impairment charge by tracing the carrying value to the asset ledger. We validated the appropriateness of the Directors' conclusion to fully impair the asset by obtaining and reading a copy of the FDA approval supporting the Directors' explanation as to the preferability of the comparable drug and as such supporting the strategic decision to stop developing this product.
How We Tailored the Audit Scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the Financial Statements as a whole, taking into account the geographic structure of the Group, the accounting processes and controls, and the industry in which the Group operates.
The Group is structured along three segments being European Pharmaceuticals, North American Pharmaceuticals and Pharmaceuticals Research and Development, with each division set up to manage operations on both a regional and functional basis, consisting of a number of reporting units.
The Group Financial Statements are a consolidation of 25 active reporting units comprising the group's operating businesses and centralised functions. These reporting units maintain their own accounting records and controls and report to the head office finance team in the UK.
Accordingly, of the Group's 25 active reporting units we identified 18 which, in our view, required a full audit of their complete financial information in order to ensure that sufficient audit evidence was obtained. The reporting units on which a full audit of their complete financial information was performed accounted for 94% of Group revenue and 92% of adjusted profit before tax. Of these reporting units, two were considered to be significant components due to their size; the Dechra Veterinary Products trading entities in Denmark and the USA.
In addition to the significant components, 16 active non-significant reporting units were subjected to a full scope audit, five located in the UK, seven which are accounted for at the shared service centre in Denmark, and one located in the US, the Netherlands, Germany and Croatia respectively, were conducted such that the audit work was complete prior to the finalisation of the Group Financial Statements either by the Group engagement team or by PwC network firms in those territories, operating under our instruction. Specific audit procedures on certain balances and transactions were performed on a further two reporting units.
The Group consolidation, Financial Statements disclosures and a number of centralised functions were audited by the Group engagement team at the head office. These included, but were not limited to, central procedures on derivative financial instruments, UK and corporate taxation and goodwill and intangible asset impairment assessments. We also performed Group level analytical procedures on all of the remaining out of scope active reporting units to identify whether any further audit evidence was needed, which resulted in no extra testing being required. The Company was also subject to a full scope audit.
The Group engagement team visits component auditors based on significance and/or risk characteristics, to ensure coverage across the Group. The Group engagement team are responsible for the audit of all in scope UK reporting locations performing full scope audits. The Group engagement team have visited or have performed the audit of all significant components, in addition to visiting the non-significant component of Croatia.
Additionally the Group audit team was in contact, at each stage of the audit, in line with detailed instructions issued and through global planning calls and further regular written communication. Specifically, for all component teams, the Group team discussed in detail the planned audit approach at the component level, were in attendance at local audit close meetings and following independent review, discussed the detailed reported findings of the audit with each component team.
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
|Overall Group materiality||£1.6 million|
|How we determined it||5% of profit before tax adjusted for non-underlying and exceptional items save for amortisation relating to the intangible assets.|
|Rationale for benchmark applied||We believe that profit before tax adjusted for transaction costs incurred provides a consistent basis for determining materiality as it eliminates the impact of these items which fluctuate year on year and can have a disproportionate impact on the Consolidated Income Statement.|
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £100,000 as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
Under the Listing Rules we are required to review the Directors' statement in relation to going concern. We have nothing to report having performed our review.
Under ISAs (UK & Ireland) we are required to report to you if we have anything material to add or to draw attention to in relation to the Directors' statement about whether they considered it appropriate to adopt the going concern basis in preparing the financial statements. We have nothing material to add or to draw attention to.
As noted in the Directors' statement, the Directors have concluded that it is appropriate to adopt the going concern basis in preparing the financial statements. The going concern basis presumes that the Group and Company have adequate resources to remain in operation, and that the Directors intend them to do so, for at least one year from the date the Financial Statements were signed. As part of our audit we have concluded that the Directors' use of the going concern basis is appropriate. However, because not all future events or conditions can be predicted, these statements are not a guarantee as to the Group's and Company's ability to continue as a going concern.
Other Required Reporting
Consistency of Other Information
|Companies Act 2006 opinion|
|In our opinion, the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.|
|ISAs (UK & Ireland) reporting|
|Under ISAs (UK & Ireland) we are required to report to you if, in our opinion:|
- information in the Annual Report is:
- materially inconsistent with the information in the audited financial statements; or
- apparently materially incorrect based on, or materially inconsistent with, our knowledge of the group and company acquired in the course of performing our audit; or
- otherwise misleading.
|We have no exceptions to report.|
- the statement given by the Directors, in accordance with provision C.1.1 of the UK Corporate Governance Code (the Code), that they consider the Annual Report taken as a whole to be fair, balanced and understandable and provides the information necessary for members to assess the Group's and Company's position and performance, business model and strategy is materially inconsistent with our knowledge of the Group and Company acquired in the course of performing our audit.
|We have no exceptions to report.|
- the section of the Annual Report, as required by provision C.3.8 of the Code, describing the work of the Audit Committee does not appropriately address matters communicated by us to the Audit Committee.
|We have no exceptions to report.|
The Directors' Assessment of the Prospects of the Group and of the Principal Risks that Would Threaten the Solvency or Liquidity of the Group
|Under ISAs (UK & Ireland) we are required to report to you if we have anything material to add or to draw attention to in relation to:|
- the Directors' confirmation in the Corporate Governance, in accordance with provision C.2.1 of the Code, that they have carried out a robust assessment of the principal risks facing the Group, including those that would threaten its business model, future performance, solvency or liquidity.
|We have nothing material to add or to draw attention to.|
- the disclosures in the Annual Report that describe those risks and explain how they are being managed or mitigated.
|We have nothing material to add or to draw attention to.|
- the Directors' explanation in the Corporate Governance, in accordance with provision C.2.2 of the Code, as to how they have assessed the prospects of the Group, over what period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.
|We have nothing material to add or to draw attention to.|
|Under the Listing Rules we are required to review the Directors' statement that they have carried out a robust assessment of the principal risks facing the Group and the Directors' statement in relation to the longer-term viability of the Group. Our review was substantially less in scope than an audit and only consisted of making inquiries and considering the Directors' process supporting their statements; checking that the statements are in alignment with the relevant provisions of the Code; and considering whether the statements are consistent with the knowledge acquired by us in the course of performing our audit. We have nothing to report having performed our review.|
Adequacy of Accounting Records and Information and Explanations Received
Under the Companies Act 2006 we are required to report to you if, in our opinion:
- we have not received all the information and explanations we require for our audit; or
- adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or
- the Company Financial Statements and the part of the Directors' Remuneration Report to be audited are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Directors' Remuneration Report - Companies Act 2006 Opinion
In our opinion, the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.
Other Companies Act 2006 Reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of Directors' remuneration specified by law are not made. We have no exceptions to report arising from this responsibility.
Corporate Governance Statement
Under the Listing Rules we are required to review the part of the Corporate Governance Statement relating to ten further provisions of the Code. We have nothing to report having performed our review.
Responsibilities for the Financial Statements and the Audit
Our Responsibilities and those of the Directors
As explained more fully in the Statement of Directors' Responsibilities, the Directors are responsible for the preparation of the Financial Statements and for being satisfied that they give a true and fair view.
Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and ISAs (UK & Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only for the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
What an Audit of Financial Statements involves
An audit involves obtaining evidence about the amounts and disclosures in the Financial Statements sufficient to give reasonable assurance that the Financial Statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of:
- whether the accounting policies are appropriate to the Group's and the Company's circumstances and have been consistently applied and adequately disclosed;
- the reasonableness of significant accounting estimates made by the Directors; and
- the overall presentation of the Financial Statements.
We primarily focus our work in these areas by assessing the Directors' judgements against available evidence, forming our own judgements, and evaluating the disclosures in the Financial Statements.
We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both.
In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited Financial Statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Andrew Hammond (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
5 September 2016