6th Sep 2012 07:00
For immediate release | 6 September 2012 |
ABCAM PLC
("Abcam" or "the Company")
Preliminary Results for the Year Ended 30 June 2012
Abcam plc (AIM: ABC), a global leader in the supply of protein research tools, is pleased to announce its preliminary results for the year ended 30 June 2012.
Highlights
·; Revenue increased by 17.5% to £97.8m (2011: £83.3m)
·; At constant currencies and excluding the contribution from acquisitions made in the year, revenue growth was 11.5%
·; Adjusted operating profit* increased by 20.9% to £38.6m (2011: £31.9m)
·; Adjusted diluted EPS* increased by 19.2% to 15.59p (2011: 13.08p)
·; Closing cash and term deposits of £17.5m (2011: £55.6m), with no bank debt outstanding
·; Successful acquisitions of Ascent Scientific Ltd (Ascent), a specialist provider of biochemical reagents, and Epitomics International Inc (Epitomics), a high growth protein reagents business
·; Number of products on the catalogue grew by 25.5% to 92,456 (2011: 73,652)
·; Proposed 14.7% increase in final dividend to 4.36p (2011: 3.80p) giving a 15.2% increase for the year
·; Trading since the year end has been in line with the Board's expectations
* Excluding £1.0m of acquisition-related intangible amortisation and £3.4m of other acquisition-related charges and, in the case of EPS, the related tax effect.
Commenting on the preliminary results, Jonathan Milner, Abcam's Chief Executive Officer, said:
"The year to 30 June 2012 was a period of great progress at Abcam. Our business performed well and, through the acquisitions of Ascent and Epitomics, we took major steps towards achieving our goal of becoming the world's leading life science reagents company.
"From a trading perspective, we expect Western markets to remain uncertain as Governments address fiscal deficits but, looking ahead, in this golden age of biology and discovery, the demand for high quality, discovery research tools can only increase, creating an abundance of opportunities for Abcam to help our customers discover more."
For further information please contact:
Abcam | + 44 (0) 1223 696000 |
Jonathan Milner, Chief Executive Officer Jeff Iliffe, Chief Financial Officer www.abcam.com | |
Numis Securities - Nominated Advisor and Joint Broker | + 44 (0) 20 7260 1000 |
Michael Meade / Nick Westlake - Nominated Advisor James Black - Corporate Broking | |
Peel Hunt LLP - Joint Broker | + 44 (0) 207 418 8900 |
Andy Crossley - Corporate Broking | |
Buchanan | + 44 (0) 20 7466 5000 |
Mark Court / Fiona Henson / Sophie Cowles |
Notes for editors
About Abcam plc
Abcam is a producer and distributor of high quality protein research tools. These tools enable life scientists to analyse components of living cells at the molecular level, which is essential in understanding health and disease.
Headquartered in Cambridge (UK), Abcam has subsidiary offices in Bristol (UK), Cambridge, MA (USA), Eugene, OR (USA), San Francisco, CA (USA), Tokyo (Japan), Hangzhou and Hong Kong (both in China), allowing it to serve a global customer base in over 130 countries. Abcam employs over 600 staff across its eight operating companies.
At 30 June 2012 Abcam had an online catalogue of 92,456 products sourced from more than 400 suppliers. The catalogue includes a growing range of non-primary antibody products such as secondaries, proteins, peptides, lysates, immunoassays and other kits. Products are available for life science research and distributed to academic and commercial users. A highly developed eCommerce platform, which includes regional websites for the Chinese and Japanese markets, allows customers to access up-to-date and detailed technical product data sheets at the Company's website, www.abcam.com.
Abcam was admitted to AIM in November 2005 and trades under the ticker symbol ABC. The Company's vision is to be the world's leading life science reagents company.
Chairman's Statement
I am pleased to report that we have achieved a good result for the year, despite demanding market conditions that have put continued pressure on our customers' budgets. At the same time we have taken huge strides towards our goal of becoming the world's leading life science reagents company.
In a tough macro-economic environment, in which Western Governments are dealing with large fiscal deficits and the levels of expenditure on centrally funded research are under pressure, I am pleased to report that Abcam has had another successful year. Adjusted profit before tax was £39.0m, before one-off costs incurred during the year of £3.4m relating to the acquisitions of Ascent Scientific Limited (Ascent, now known as Abcam Bristol) and Epitomics International Inc (Epitomics) and amortisation of the associated intangible assets from those acquisitions, together with those arising on the acquisition of MitoSciences Inc (MitoSciences, now known as Abcam Eugene), together amounting to £1.0m.
We have made significant progress in our strategy to drive growth by extending our product ranges, both through the two acquisitions closed in the period as well as by broadening the number and range of products in the catalogue from OEM suppliers. Our recent acquisitions have also opened up new market opportunities in in vitro diagnostic immunohistochemistry (IVD IHC), immunoassays, custom service and bioactive small molecules.
We have also maintained our push into markets in the East, where there are many growth opportunities. The differentiated nature and breadth of our product range are important drivers in pursuit of this strategy, which has been enhanced through the acquisition of Epitomics, with its manufacturing base in China.
Dividends
We are committed to delivering increasing returns to our shareholders. In light of the strong cash flow and continued success of the Group, our policy is to distribute an annual dividend of 40% of adjusted post-tax profit, after adding back costs of acquisition and amortisation of acquisition-related intangibles. An interim dividend of 1.69p per share was paid in April 2012 and consequently the Directors are recommending a final dividend of 4.36p per share, making a total of 6.05p for the year, an increase of 15.2% on that paid last year. Subject to shareholder approval at the AGM in October 2012, the final dividend will be paid on 23 November 2012 to shareholders on the register on 2 November 2012.
Governance and the Board
With significant progress made in the year in the implementation of our strategy, the Board provided ongoing enquiry and support to our Executive Directors, ensuring that they deliver the business plan effectively and efficiently.
We look very carefully at our Board composition, considering the skills required to improve our effectiveness. During 2011 we recognised the need to strengthen our knowledge base and experience to more specifically align the Board in relation to the global life science reagents sector and eCommerce trading. We were therefore delighted to welcome three new Non-Executive Directors, Anthony Martin, Murray Hennessy and Michael Ross, who have abundant expertise in these fields. We will continue to ensure that we have the appropriate balance of skills as we move forward.
Following completion of over 14 years' service as a Non-Executive Director, Tony Kouzarides, an original founder of the Company, has decided to step down from the Board after next month's AGM. I would like to thank Tony on behalf of everyone at Abcam for the immense contribution he has made, playing a vital role in the Company's success to date.
Tim Dye and Mark Webster retired this year and I would also like to thank them both again for their considerable contributions to the Board.
Joint broker
We were pleased to announce the appointment of Peel Hunt LLP as joint broker in March 2012. Numis Securities Limited remains as the Company's nominated advisor, financial advisor and joint broker.
Looking ahead
We have a clear plan for the business and we are committed to its execution. We expect Western markets will remain challenging as Governments address fiscal deficits, and that this in turn will create funding uncertainties for researchers in the US and Europe. The US position is unlikely to be clearer until after the Presidential election later this year, whilst in Europe the likely timing and outcome of the issues faced by the single currency add further uncertainty to the situation. This only serves to illustrate how vital it is that we are listening to our customers, staying true to our values and consistently executing on our strategy; in doing so we will strengthen our business and our relationships with all our stakeholders.
I never fail to be impressed by the dedication of our employees at all levels and the pride they show in their work. I would like to thank them for all they do to make this business consistently successful.
Mike Redmond
Chairman
5 September 2012
Chief Executive Officer's Review
In 2011/12 Abcam has performed well, with sales increasing by 17.5% and adjusted profit before tax increasing by 20.7%. This demonstrates that, in a tough environment, our customers continue to recognise the outstanding quality of our product and service offerings.
To date, we have built a superb business, predicated on a sound underlying business model and our core values. We are passionate about everything we do, striving to be the best in the world and aiming to deliver the best possible products to our customers, resulting in maximising returns for our shareholders.
The key to our ongoing strategy lies in our aims to:
• Optimise our existing products for our customers by continuing to increase the validation information on the products in the catalogue from as many relevant sources as possible;
• Continue improving our levels of customer service and scientific support to help our customers get the results they need from their research;
• Expand our core range of high quality primary antibodies by developing new products in-house as well as maintaining and expanding our network of excellent OEM suppliers;
• Enhance the breadth of our product catalogue by identifying new product ranges which will serve our existing customer base;
• Identify opportunities to add new products which will enter adjacent segments of the market;
• Continue to attract new customers; and
• Extend our geographic penetration.
I am delighted to report that we have made significant progress on all these fronts during the year, and we continue to focus on further enhancements to this strategy and ways to improve its execution into 2012/13 and beyond.
Geographic market review
The following table outlines our revenues in each geographic region, along with constant currency growth rates:
Revenue 2011/12 £'000 | Revenue 2010/11 £'000 | Constant currency growth rate* | |
The Americas | 40,468 | 36,869 | 9.7% |
Europe, Middle East & Africa | 32,810 | 29,993 | 10.1% |
Japan | 11,143 | 8,994 | 17.1% |
Asia Pacific | 8,758 | 7,388 | 18.6% |
Revenues before miscellaneous income and acquisitions | 93,179 | 83,244 | 11.5% |
Miscellaneous income | 30 | 28 | |
Abcam Biochemicals | 1,382 | - | |
Epitomics | 3,248 | - | |
Total reported revenue | 97,839 | 83,272 |
* Calculated by comparing 2011/12 revenues to 2010/11 revenues at the exchange rates prevailing in 2010/11.
The Americas
A large proportion of US research funding is provided by the National Institutes of Health (NIH), the future budget for which has been caught up in broader discussions among politicians about the overall levels of government expenditure in light of the country's fiscal deficit.
The relationship between US central funding and its impact on Abcam's sales is complex. We have grown for many years significantly ahead of NIH's core budget levels, and it is difficult to determine whether or to what extent Abcam has been a beneficiary of the $10.4bn provided to NIH funding under the American Recovery and Reinvestment Act of 2009. Furthermore, as a provider of research tool consumables, Abcam can expect to be less affected by reductions in the NIH budget than, for example, those companies supplying more expensive laboratory equipment.
Nevertheless, NIH-funded researchers have faced considerable uncertainty during the year since it was only late in the first half of our 2012 financial year that a budget was finally agreed, with a relatively positive 1% increase through to September 2012. Uncertainty remains a feature of the market however and is likely to remain so at least until after the presidential election later this year.
Elsewhere within The Americas we plan to improve our performance in Canada by increasing the level of customer service we are able to offer, whilst Latin America, most notably Brazil, has shown good growth.
Longer-term prospects in The Americas will be affected by the pace at which the US decides to reduce its deficit and what that means for the NIH budget.
Europe, Middle East & Africa (EMEA)
In our main EMEA markets, performance has been good in the UK and satisfactory in France and Germany, whose relatively strong economy has attracted more competition during the period.
Overall we are pleased with our performance in the smaller EMEA markets, particularly in Italy and Spain, whose economic difficulties continue to be widely reported. Elsewhere, in The Netherlands and Switzerland the local distributors we appointed to focus on particular parts of the market did not perform to our expectations. Our focus for the new financial year is on building closer relationships with our customers in those areas and improving our product positioning to make purchasing even easier.
In the longer term, the likely timing and outcome of the issues faced by the single currency add further uncertainty to the situation within the EMEA region and we aim to ride these out with an increased focus on customer segmentation and cross-selling to take advantage of our expanding product range, and continued efforts in growth markets such as India.
Japan
Growth in Japan was strong in the year, assisted by a stimulus package for research funding which began in October 2011 following a delay caused by the earthquake in March 2011. Abcam's superior offering has been the principal driver behind our growth historically, but we should be mindful that the longer term prospects in Japan may be linked to the amount of funding provided centrally to the recovery efforts following last year's earthquake. Nevertheless this is a fine performance and due credit goes to our dedicated staff in Japan.
Asia Pacific
The revenue increase in China was satisfactory, although impacted by external factors. The high level of growth achieved in the 2011 financial year made comparatives for this year more challenging, and there was a delay in the releasing of the funding to support the latest five year economic plan. Elsewhere growth was strong, notably in South Korea and Taiwan.
Given the strong funding in the region, particularly in China, Asia Pacific continues to be a market of significant potential for us.
Overall the 2011/12 financial year saw challenging market conditions in many of our main geographic markets and we expect the funding uncertainties faced by many of our customers to continue into the new financial year. Despite this, we believe Abcam is well positioned to successfully maintain its position in the market.
Acquisition of Ascent
A key focus for us this year has been in progressing our M&A strategy. During the year we acquired two companies and started the longer term projects of successfully integrating these businesses, along with that of Abcam Eugene, which was acquired shortly before the previous financial year end.
We completed the acquisition of Ascent on 12 September 2011. Ascent, now known as Abcam Bristol, has built an excellent reputation as a provider of high quality biochemical products used by life science researchers for modulating the function of proteins and has been quick to bring new, best-in-class reagents to market, backed by specialist technical support. This approach is very much in line with Abcam's ethos and many Abcam customers already use bioactive small molecules in their research. Consequently this range of reagents, which we have branded as Abcam Biochemicals, is a great complement to our existing catalogue of protein research tools.
In the period since acquisition, we have added over 200 new biochemicals to our catalogue through in-house manufacture as well as outsourcing, and at the year end the full Abcam Biochemicals range of diverse bioactive small molecules totalled 656 products.
We are excited by the opportunity the Abcam Bristol acquisition has brought us to bring this complementary product range to our existing customer base and we are investing in our IT infrastructure to improve the cross-selling of these products. Sales of Abcam Biochemicals contributed revenue of £1.4m since acquisition and we expect the planned catalogue expansion and increased market penetration to produce strong underlying revenue growth in 2012/13.
Acquisition of Epitomics
We completed the purchase of Epitomics on 19 April 2012. Epitomics is focused on the development, production and distribution of rabbit monoclonal antibodies (RabMAbs®) for biomedical research and diagnostic applications.
RabMAb® products are superior to existing polyclonal and monoclonal antibodies for many applications. This is because they offer researchers a combination of higher affinity (meaning that they bind stronger to the target protein) and increased specificity (producing fewer off-target interactions). As well as developing and distributing RabMAbs® for academic and pharmaceutical research applications, this enables Epitomics to offer a custom production service to meet customers' specific requirements, providing solutions for research and diagnostic applications.
The superior quality of these products also allows Epitomics to offer a line of high quality antibodies for anatomical pathology - the in vitro diagnostics immunohistochemistry (IVD IHC) arm of the business, which provides RabMAbs® primarily for clinical diagnosis and prognosis of certain cancers including colon, prostate, ovarian and lymphoma. We are excited about the future potential of this market, although the current base is very small and is still in the early stages of development.
Additionally, Epitomics generates income from certain royalty payments and licence deals that it has with life science tools companies that pay to utilise aspects of Epitomics's patented RabMAb® technology in the development and manufacture of their own antibodies.
Epitomics represents a highly compelling strategic fit for Abcam and supports the Company's vision of becoming the world's leading life science reagents company. The acquisition provides us with extensive know-how in rabbit monoclonal antibody technology, helps to diversify our product offering and customer base and offers the opportunity to expand into the fast growing IVD IHC market.
Epitomics's strong historic and forecast growth and high margins (annual compound growth in reported revenues of 31% over their past five financial years to December 2011 and an historic gross margin in excess of 80%) are projected to boost Abcam's future sales growth and margins. Epitomics was an existing OEM supplier to Abcam prior to acquisition and we intend to leverage Abcam's existing customer base and strong global marketing and distribution expertise with Epitomics's RabMAb® products, technology and product pipeline.
We are pleased with the results we have seen in the ten weeks since acquisition, in which Epitomics has contributed revenues of £3.2m. We expect the overall Epitomics contribution to be earnings neutral in the first full year of ownership as we invest in the business to expand production and accelerate future growth, generating earnings enhancement from the second full year of ownership onwards.
Enhancing our product ranges
Our online catalogue has continued to grow strongly, comprising 92,456 products at the year end, representing growth of 25.5% over the previous year, as we took advantage of a number of one-off opportunities to add to new and existing product ranges.
We increased our range of primary antibodies by 23.5%, which includes 1,452 new RabMAb® products added in the year from Epitomics. The year has also seen a continued expansion and diversification of our non primary antibody product offering: we increased this portfolio of antibody-related and support reagents in the year by 5,418 products, including 656 new biochemicals from Abcam Bristol, to a total of 22,063 products. Key ranges we have identified for growth, proteins and peptides and kits, increased by 33.9% and 73.2% respectively in the period.
Our aim is to make our product range the most meaningful it can be to best assist researchers to discover more. A key component in achieving this is our continued drive to source more information on our products and I am delighted to report that we again set new highs in the year, particularly in terms of the number of images added to our product datasheets as a result of in-house testing. This increased by over 50% compared with the prior year, including a large increase in the number of images added to non primary antibody products such as proteins.
We also continue to obtain product data from a variety of other sources, such as Abreviews® provided by customers, and references where our products have been used in experiments published in leading scientific journals.
Customer service
We have implemented a number of initiatives during the year to enhance our customer service offering by improving delivery times and expanding our customer and technical support teams.
We now hold inventory in a bonded-warehouse within China which has cut delivery times to our China-based customers by an average of a week. Similarly, we have doubled the frequency of shipments directly to our Hong Kong office to speed up delivery times to our customers in the rest of the Asia Pacific region. Brazil is one of our fastest growing markets and we have appointed a new local distribution partner to whom we now ship direct, in order to better serve this region.
We continue to maintain our response rates in customer service, with 99% of queries responded to within 24 hours, and we have improved our scientific support offering by expanding our Hong Kong team, giving faster response rates in the region and enhancing our ability to support more customers in Cantonese and Mandarin. A new phone system installed during the year has also allowed us to extend the available hours and foreign language support of our customer service teams by sharing calls across the different geographic offices. We are now proud to say that we have the best opening hours in our market.
Strategic development priorities
Our strategic priorities are to build on our core business, to capitalise on the opportunities from the acquisitions already made, identify new areas to expand into and if appropriate pursue further M&A activities.
Primary antibodies are still by far our largest revenue provider and I am delighted that we have been able to add so many new products during the year. The provision of high-quality well-specified antibodies is a key focus for us and we will continue to actively pursue this through our own production and third party sourcing, with a dedication to the generation and harvesting of data on these products.
We will also continue our plans to extend our catalogue range to look at other data-rich products that are applicable to our research customer base where we were primarily known for our original core antibody offerings.
The attractive characteristics of RabMAbs® from Epitomics explained above will significantly enhance both our primary antibody and assay product portfolios, as well as custom service offering.
The extension of our biochemical product range will also be a priority, as will the pursuit of the longer term opportunity in IVD IHC, which is currently in its early stages.
In order to facilitate continued business expansion, we are looking at ways in which we can improve our internal operations, systems and marketing capabilities. For example we are investing in our core IT systems and website, in order to allow our systems to continue to scale, as well as up-skilling our IT teams. Over time our customers will see an improvement in their interaction with Abcam's website as well as a more personalised user experience.
Board changes
As mentioned in the Chairman's Statement, one of the original co-founders of the Company, Tony Kouzarides, will be stepping down from the Board after next month's AGM. Tony has played a huge role in my personal development, ever since I worked in his laboratory at the University of Cambridge from 1995 to 1998, studying the BRCA2 gene associated with hereditary breast cancer. I would like to personally thank him for the central role he played in setting up the Company, the wise counsel he has offered ever since, and the enormous contribution he has made to Abcam's success over the years.
Summing up
There is no doubt that this is a golden age of biology and discovery. Almost daily we hear of breakthroughs coming from gene sequence and protein function and regulation studies that map directly to biological function, enabling huge leaps in our understanding, diagnosis and treatments for disease. Looking forward, the appetite for high quality discovery research tools can only increase, giving an abundance of opportunities for Abcam which we are well placed and excited to address.
It is not just the products that make Abcam special, but also the people; I am incredibly proud of the team that is driving Abcam forward. This year, the energy and enthusiasm of our staff turned our plans into action and we are already seeing the results of their hard work. My sincere thanks go to all our employees across the business for what has been another successful year.
Jonathan Milner
Chief Executive Officer
5 September 2012
Financial Review
Revenues of £97.8m were 17.5% ahead of last year and adjusted profit before tax was £39.0m, an increase of 20.7%. Adjusted diluted earnings per share were up by 19.2% to 15.59p.
Whilst taking important steps in the delivery of our longer-term plans, completing two acquisitions in the year, we have continued to manage the business in the short-term by focusing on providing even better value to our customers. Alongside this, we have managed our costs tightly to mitigate the impact on our profitability, and support the investment in our future plans - helping us build a stronger platform from which to grow.
Abcam's acquisitions undertaken over the past two years have givenrise to the recognition of intangible assets other than goodwill. These are amortised over their expected useful lives, with the cost recorded against research and development or administrative and management expenses as appropriate. In addition, acquisition-related professional fees have been incurred. Figures excluding these charges are referred to as 'adjusted' in this narrative to aid comparability, as summarised in the table below.
Record profitability and strong cash generation underpinned our policy to continue to distribute dividends amounting to 40% of adjusted post tax profits. The Directors have recommended payment of a total dividend of 6.05 pence per share in respect of 2011/12, representing an increase of 15.2% year-on-year.
The following table shows adjusted revenues, costs and expenses reconciled to reported IFRS revenues, costs and expenses.
2011/12 | 2010/11 | ||||||||
Adjusted income statement £000 | Acquisition-related intangible amortisation £000 | Other acquisition-related charges £000 | Reported IFRS income statement £000 |
Adjusted income statement £000 | Acquisition-related intangible amortisation £000 | Other acquisition-related charges £000 | Reported IFRS income statement £000 | ||
Revenue | 97,839 | 97,839 | 83,272 | 83,272 | |||||
Cost of sales | (30,282) | (30,282) | (27,239) | (27,239) | |||||
Gross profit | 67,557 | 67,557 | 56,033 | 56,033 | |||||
Gross margin | 69.0% | 69.0% | 67.3% | 67.3% | |||||
Admin and management expenses | (25,275) | (436) | (3,397) | (29,108) | (20,876) | (11) | (202) | (21,089) | |
R&D expenses | (3,686) | (528) | (4,214) | (3,231) | (3,231) | ||||
Operating profit | 38,596 | (964) | (3,397) | 34,235 | 31,926 | (11) | (202) | 31,713 | |
Operating margin | 39.4% | 35.0% | 38.3% | 38.1% | |||||
Investment income | 500 | 500 | 398 | 398 | |||||
Finance costs | (73) | (73) | - | - | |||||
Profit before tax | 39,023 | (964) | (3,397) | 34,662 | 32,324 | (11) | (202) | 32,111 | |
Tax | (9,630) | 374 | (9,256) | (8,330) | 3 | 21 | (8,306) | ||
Profit after tax | 29,393 | (590) | (3,397) | 25,406 | 23,994 | (8) | (181) | 23,805 | |
Basic EPS | 15.88p | 13.72p | 13.35p | 13.23p | |||||
Diluted EPS | 15.59p | 13.48p | 13.08p | 12.98p |
Revenue
Reported revenue for the year was £97.8m, representing growth of 17.5% over the prior year, including revenues of £3.2m from Epitomics and £1.4m from Abcam Bristol in the ten weeks and nine and a half months since acquisition respectively. Excluding revenues from these two acquisitions, reported growth for the year was 11.9%, and 11.5% on a constant currency basis (assuming exchange rates for the currencies in which the Group sells had remained unchanged from 2010/11).
Gross Margin
Gross margin increased to 69.0%, compared with 67.3% in the prior year. 1.2% of the uplift comes from a combination of higher selling prices, product mix and effective cost control, 0.4% from the contribution made by Epitomics in the period since acquisition, and 0.1% from the impact of more favourable exchange rates compared to the prior year.
Operating profit and expenses
Tight cost control has enabled us to increase adjusted operating margins to 39.4% (2010/11: 38.3%). We expect the opportunities for further operational gearing to be limited and will be increasing our investment in the development of the business following the recent acquisitions.
Administration and management expenses
On a like-for-like basis, excluding the costs contributed by the two entities acquired in the year, our administration and management expenses (prior to the impact of foreign exchange gains and losses, amortisation of acquisition-related intangibles and other acquisition-related charges) were tightly controlled to an increase of only 7.6% for the year, as summarised in the table below.
The main movements in these costs arose as a result of:
·; a 36.8% increase (£0.4m) in the share-based payments charge as a result of the increase in headcount and the extension of the LTIP to senior managers;
·; a decrease of £0.5m in the provision relating to overseas bonus plans;
·; a 29.3% increase (£0.3m) in rent, rates and service charges as a result of the relocation of our Hong Kong and Japanese offices to larger premises and the expansion of our Boston office, in all three cases to accommodate growth, as well as a scheduled rent review at our laboratory facility in Cambridge, following the expiry of our initial five-year term; and
·; a saving of £0.3m compared with the prior year as a result of costs incurred in 2010/11 relating to external due diligence and consultancy on a potential acquisition which did not proceed.
Abcam Bristol and Epitomics in total contributed a further increase in administrative and management expenses of £1.8m, giving a reported increase in underlying costs of 16.1%. As a percentage of revenue, this represents a small reduction to 25.7% (2010/11: 26.0%).
Key administration and management expenses movements:
2011/12 £000 | 2010/11 £000 | Reported increase % | Like-for-like increase %* | |
Share-based payments charge | 1,370 | 985 | 39.1 | 36.8 |
Overseas incentive plans | (116) | 357 | (132.5) | (132.5) |
Rent, rates and service charges | 1,585 | 1,075 | 47.4 | 29.3 |
Costs of acquisition which did not proceed | - | 302 | (100.0) | (100.0) |
Other operating costs | 22,316 | 18,956 | 17.7 | 9.2 |
Total underlying administration and management expenses | 25,155 | 21,675 | 16.1 | 7.6 |
As % of revenue | 25.7% | 26.0% | ||
Foreign exchange loss/(gain) | 120 | (799) | ||
Acquisition-related intangible amortisation | 436 | 11 | ||
Other acquisition-related charges | 3,397 | 202 | ||
Total reported administration and management expenses | 29,108 | 21,089 | 38.0 | 29.3 |
*excluding the impact of costs contributed by Abcam Bristol and Epitomics |
Research and development expenditure
Research and development (R&D) expenditure relates to the development of new products, as well as costs incurred in searching for and developing production process improvements. These costs do not meet the requirements to be capitalised as an intangible asset and are therefore expensed through the income statement as incurred.
Overall R&D expenditure increased by 30.4% in the year to £4.2m (2010/11: £3.2m). Of this, £1.5m was incurred in our three recently acquired entities, Abcam Eugene, Abcam Bristol and Epitomics, and £0.5m was due to amortisation of the acquisition-related intangibles attributed to patents and technological know-how. The remaining £1.0m decrease is attributable to R&D activities in our Cambridge, UK, laboratory; this is due to the implementation of further efficiencies in our processes, successful cost reduction negotiations with some of our key suppliers and a switch of resources away from monoclonal development.
Investment income and finance costs
Investment income increased in the year, reflecting the growing cash balances throughout the first nine months of the year prior to the net cash outflow of £45.1m for the acquisition of Epitomics in April 2012. In order to partially fund this acquisition, we negotiated a revolving credit facility of £20m, of which we drew down £13m, incurring finance costs of £73k in the period to the end of the year. Continued cash generation as well as the maturity of certain term deposits allowed us to fully repay this debt by the end of the year. The entire £20m facility remains in place for future drawdown as necessary, although our current plans only envisage this being required in the case of further M&A activity.
Earnings and tax
Profit before tax in 2011/12 was £34.7m or 35.4% of revenues, compared to £32.1m or 38.6% of revenues in 2010/11. Adjusted profit before tax in 2011/12 was £39.0m or 39.9% of revenues, compared with £32.3m or 38.8% of revenues in 2010/11.
The effective tax rate on adjusted profit before tax was 24.7% (2010/11: 25.7%), reflecting the benefit of announced changes to the UK corporation tax rate, R&D tax credits partially offset by the impact of higher foreign tax rates, as well as a £0.3m benefit from revised R&D tax credit claims relating to 2007/08 and 2008/09.
After taking into account the impact of £3.4m of non-deductible acquisition-related costs, as well as the deferred tax impact of acquisition-related intangible amortisation, the reported effective tax rate was 26.7% (2010/11: 25.9%).
Adjusted basic earnings per share (EPS) increased by 18.9% to 15.88p per share, and adjusted diluted EPS by 19.2% to 15.59p. The basic weighted average number of shares in issue during the period was 185.1m (2010/11: 179.9m), reflecting the additional shares issued in the year on the exercise of share options, the equity components of the consideration paid on the acquisitions of Abcam Bristol and Epitomics, and the full year effect of those shares issued at the end of 2010/11 for the acquisition of Abcam Eugene.
Balance sheet and cash flow
Goodwill and intangibles
Goodwill at 30 June 2012 was£82.4m compared with £2.1m at 30 June 2011. The increase in goodwill is primarily due to the two acquisitions that occurred during the year, with a small adjustment of £0.2m resulting from fair value adjustments made to the assets acquired in the Abcam Eugene acquisition. Goodwill is not amortised under IFRS but is subject to impairment review on at least an annual basis. During the year the directors performed the review which involved making various assumptions regardingthe future performance of the business. After considering various scenarios that could reasonably occur, the directors concluded that no impairment wasrequired. For more details, please see note 17 to the preliminary financial information.
Other intangible assets at 30 June 2012 were £34.3m, compared to £2.1m at 30 June 2011. The movement primarily reflects amortisation of the intangible assets and the additions resulting from the acquisitions in the year, as well as the development of hybridomas for the production of monoclonal antibodies, and software costs related to the project to invest in our core IT systems, described in more detail below. Further analysis can be found in note 18 to the preliminary financial information. Other intangible assets are amortised through the income statement over their estimated useful lives, and we have added back the amortisation of acquisition-related intangible assets in arriving at adjusted profit, as outlined above.
Capital expenditure
Additions of tangible and intangible assets amounted to £3.0m (2010/11: £1.0m) reflecting:
·; the purchase of an additional Compound machine to enhance our minus 20 degree storage capacity, the temperature at which the majority of our finished goods are held;
·; the creation of a new goods-in/goods-out area in our Boston office to enhance the capacity and efficiency of this area of operations;
·; further investment in other inventory storage facilities across our distribution offices in order to accommodate the additional inventory taken on as a result of the acquisitions in the period;
·; office moves for our Hong Kong and Japanese offices to accommodate expansion, as well as redesign of our UK and extension of the Eugene laboratory facilities;
·; development of new Hybridomas by Epitomics; and
·; the first stages of an investment in our core IT systems and website.
The latter project has incurred tangible fixed asset additions of £0.1m and intangible additions of £0.8m in the year, including capitalisation of internal staff costs as required by IAS 38 of £0.1m. This investment will be instrumental in supporting the delivery of Abcam's next stage of growth and we expect to capitalise approximately £4.5m in the next twelve months or so, of which £0.5m is estimated to be internal salary costs. Whilst there may be smaller amounts of ongoing investment to support the project after 2012/13, this is planned to be the major investment year.
Cash flow
2011/12 £000 | 2010/11 £000 | |
Adjusted EBITDA | 40,350 | 33,543 |
Add back non-cash movements | 1,351 | 1,105 |
Underlying working capital* | (3,998) | (1,593) |
Underlying cash generated by operations | 37,703 | 33,055 |
As a percentage of revenue | 38.5% | 39.7% |
Settlement of pre-acquisition non-trading liabilities | (2,094) | - |
Cash paid for acquisition-related charges | (3,055) | (202) |
Capex and disposals | (2,831) | (1,155) |
Interest and taxation | (7,506) | (7,079) |
Dividends and share issues | (9,528) | (6,985) |
Purchase of investments | (50,961) | (2,448) |
Net cash (outflow)/inflow | (38,272) | 15,186 |
Opening cash and term deposits | 55,569 | 40,222 |
Foreign exchange movements | 183 | 161 |
Closing cash and term deposits | 17,480 | 55,569 |
* excluding the impact of the settlement of pre-acquisition non-trading liabilities by Epitomics of £2.1m.
We maintained strong cash generation in the year, recording underlying cash generated by operations of £37.7m, at 38.5% of Group revenue (2010/11: £33.1m, 39.7% of revenue).
The underlying working capital outflow reflects an increase in inventories of £2.0m, which includes an increase to reflect the growth of the business, product mix and strategic initiatives to support improved customer service. The movement in receivables was broadly in line with the increase in revenues. Payables has decreased by £1.2m due to the payout of bonuses under overseas incentive plans and the timing of one-off project-related payments as well as other supplier payment runs.
Overall, the Group reported a net cash outflow of £38.3m (2010/11: inflow of £15.2m). The majority of this outflow arose from the £51.0m net cash paid to partially fund the acquisitions of Abcam Bristol and Epitomics in the year. The remainder of the outflows result from an increase in capital expenditure, taxation and dividends, as well as £2.1m paid in settlement of non-trading balances accrued within Epitomics's opening balance sheet and £3.1m paid for acquisition-related costs.
Net cash and term deposits at the year end totalled £17.5m, with no bank debt outstanding.
Looking ahead
We will continue to manage the company prudently and to operate an efficient business; controlling our costs tightly whilst building a platform for long-term sustainable growth.
Jeff Iliffe
Chief Financial Officer
5 September 2012
Consolidated income statement for the year ended 30 June 2012
Year ended | Year ended | |||
30 June | 30 June | |||
2012 | 2011 | |||
Notes | £000 | £000 | ||
Continuing operations | ||||
Revenue | 6 | 97,839 | 83,272 | |
Cost of sales | (30,282) | (27,239) | ||
Gross profit | 67,557 | 56,033 | ||
Administration and management expenses excluding share-based payments charge | (27,738) | (20,104) | ||
Share-based payments charge | 34 | (1,370) | (985) | |
Total administration and management expenses | (29,108) | (21,089) | ||
R&D expenses excluding share-based payments charge | (4,028) | (3,070) | ||
Share-based payments charge | 34 | (186) | (161) | |
Total R&D expenses | (4,214) | (3,231) | ||
Operating profit | 34,235 | 31,713 | ||
Investment revenue | 11 | 500 | 398 | |
Finance costs | 12 | (73) | - | |
Profit before tax | 34,662 | 32,111 | ||
Tax | 14 | (9,256) | (8,306) | |
Profit for the year attributable to shareholders | 8, 31 | 25,406 | 23,805 | |
Earnings per share from continuing operations | ||||
Basic | 16 | 13.72p | 13.23p | |
Diluted | 16 | 13.48p | 12.98p | |
Adjusted diluted | 16 | 15.59p | 13.08p | |
Reconciliation of adjusted financial measures for the year ended 30 June 2012
Year ended | Year ended | |
30 June | 30 June | |
2012 | 2011 | |
£000 | £000 | |
Operating profit | 34,235 | 31,713 |
Acquisition costs | 3,397 | 202 |
Amortisation of acquisition-related intangible assets | 964 | 11 |
Operating profit (adjusted) | 38,596 | 31,926 |
Year ended | Year ended | |
30 June | 30 June | |
2012 | 2011 | |
£000 | £000 | |
Profit for the year | 25,406 | 23,805 |
Reserve movements on cash flow hedges | 1,528 | (1,263) |
Exchange differences on translation of foreign operations | 480 | (17) |
Tax relating to components of other comprehensive income | (611) | 2,902 |
Other comprehensive income for the year | 1,397 | 1,622 |
Total comprehensive income for the year | 26,803 | 25,427 |
Consolidated statement of comprehensive income for the year ended 30 June 2012
Consolidated statement of changes in equity for the year ended 30 June 2012
Share-based | Deferred | |||||||||||||||||
Share | Share | Own | Translation | payments | Hedging | tax | Retained | Total | ||||||||||
capital | premium | shares | reserve1 | reserve2 | reserve3 | reserve4 | earnings | equity | ||||||||||
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | ||||||||||
Balance as at 1 July 2011 | 364 | 15,400 | (1,165) | 251 | 2,881 | (477) | 2,636 | 54,030 | 73,920 | |||||||||
Profit for the year | - | - | - | - | - | - | - | 25,406 | 25,406 | |||||||||
Exchange differences on translation of foreign operations | - | - | - | 495 | 12 | - | - | - | 507 | |||||||||
Movements on cash flow hedges | - | - | - | - | - | 1,528 | - | - | 1,528 | |||||||||
Tax relating to components of other comprehensive income | - | - | - | - | - | (380) | (619) | 388 | (611) | |||||||||
Total comprehensive income for the year | - | - | - | 495 | 12 | 1,148 | (619) | 25,794 | 26,830 | |||||||||
Issue of share capital | 33 | 56,413 | (478) | - | - | - | - | - | 55,968 | |||||||||
Own shares disposed of on release of shares | - | - | 57 | - | - | - | - | (57) | - | |||||||||
Share-based payments charge | - | - | - | - | 1,556 | - | - | - | 1,556 | |||||||||
Payment of dividends | - | - | - | - | - | - | - | (10,061) | (10,061) | |||||||||
Balance as at 30 June 2012 | 397 | 71,813 | (1,586) | 746 | 4,449 | 671 | 2,017 | 69,706 | 148,213 | |||||||||
Share-based | Deferred |
|
| |||||||||||||||
Share | Share | Own | Translation | payments | Hedging | tax | Retained | Total |
| |||||||||
capital | premium | shares | reserve1 | reserve2 | reserve3 | reserve4 | earnings | equity |
| |||||||||
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 |
| |||||||||
Balance as at 1 July 2010 | 360 | 12,920 | (690) | 247 | 1,806 | 445 | 1,550 | 36,584 | 53,222 |
| ||||||||
Profit for the year | - | - | - | - | - | - | - | 23,805 | 23,805 |
| ||||||||
Exchange differences on translation of foreign operations | - | - | - | 4 | (21) | - | - | - | (17) |
| ||||||||
Movements on cash flow hedges | - | - | - | - | - | (1,263) | - | - | (1,263) |
| ||||||||
Tax relating to components of other comprehensive income | - | - | - | - | (50) | 341 | 1,086 | 1,525 | 2,902 |
| ||||||||
Total comprehensive income for the year | - | - | - | 4 | (71) | (922) | 1,086 | 25,330 | 25,427 |
| ||||||||
Issue of share capital | 4 | 2,480 | (483) | - | - | - | - | - | 2,001 |
| ||||||||
Own shares disposed of on release of shares | - | - | 8 | - | - | - | - | (8) | - |
| ||||||||
Share-based payments charge | - | - | - | - | 1,146 | - | - | - | 1,146 |
| ||||||||
Payment of dividends | - | - | - | - | - | - | - | (7,876) | (7,876) |
| ||||||||
Balance as at 30 June 2011 | 364 | 15,400 | (1,165) | 251 | 2,881 | (477) | 2,636 | 54,030 | 73,920 |
| ||||||||
1 Exchange differences on translation of overseas operations.
2 IFRS 2 charge for fair value of share-based options and awards.
3 Gains and losses recognised on cash flow hedges.
4 Portion of deferred tax asset arising on outstanding share options and share options exercised and not taken to profit and loss in accordance with IAS 12.
Consolidated balance sheet at 30 June 2012
30 June | 30 June | ||
2012 | 2011 | ||
Notes | £000 | £000 | |
Non-current assets | |||
Goodwill | 17 | 82,356 | 2,062 |
Intangible assets | 18 | 34,297 | 2,097 |
Property, plant and equipment | 19 | 5,763 | 2,481 |
Deferred tax asset | 25 | 4,401 | 3,536 |
Derivative financial instruments | 24 | 204 | 21 |
127,021 | 10,197 | ||
Current assets | |||
Inventories | 22 | 15,414 | 10,695 |
Trade and other receivables | 23 | 14,286 | 9,910 |
Cash and cash equivalents | 14,037 | 31,932 | |
Term deposits | 3,443 | 23,637 | |
Derivative financial instruments | 24 | 883 | 183 |
Available-for-sale asset | 21 | 679 | - |
48,742 | 76,357 | ||
Total assets | 175,763 | 86,554 | |
Current liabilities | |||
Trade and other payables | 26 | (10,726) | (8,335) |
Current tax liabilities | (3,791) | (2,918) | |
Derivative financial instruments | 24 | (86) | (799) |
(14,603) | (12,052) | ||
Net current assets | 34,139 | 64,305 | |
Non-current liabilities | |||
Deferred tax liability | 25 | (12,937) | (430) |
Derivative financial instruments | 24 | (10) | (152) |
(12,947) | (582) | ||
Total liabilities | (27,550) | (12,634) | |
Net assets | 148,213 | 73,920 | |
Equity | |||
Share capital | 28 | 397 | 364 |
Share premium account | 29 | 71,813 | 15,400 |
Own shares | 30 | (1,586) | (1,165) |
Translation reserve | 31 | 746 | 251 |
Share-based payments reserve | 31 | 4,449 | 2,881 |
Hedging reserve | 31 | 671 | (477) |
Deferred tax reserve | 31 | 2,017 | 2,636 |
Retained earnings | 31 | 69,706 | 54,030 |
Total equity attributable to shareholders | 148,213 | 73,920 |
The preliminary financial information of Abcam plc, registered number 3509322, were approved by the Board of Directors and authorised for issue on 5 September 2012.
They were signed on its behalf by:
Jeff Iliffe
Director
Year ended | Year ended | ||
30 June | 30 June | ||
2012 | 2011 | ||
Notes | £000 | £000 | |
Net cash inflow from operating activities | 33 | 24,464 | 25,483 |
Investing activities | |||
Investment income | 584 | 291 | |
Proceeds on disposal of property, plant and equipment | - | 30 | |
Purchase of property, plant and equipment | (1,890) | (1,038) | |
Purchase of intangible assets | (941) | (147) | |
Acquisition of subsidiaries, net of cash and term deposits acquired | 32 | (50,961) | (2,448) |
Net cash used in investing activities | (53,208) | (3,312) | |
Financing activities | |||
Dividends paid | (10,061) | (7,876) | |
Proceeds on issue of shares | 533 | 895 | |
Purchase of own shares | - | (4) | |
Decrease/(increase) in term deposits | 20,194 | (600) | |
Net cash arising from/(used in) financing activities | 10,666 | (7,585) | |
Net (decrease)/increase in cash and cash equivalents | (18,078) | 14,586 | |
Cash and cash equivalents at beginning of year | 31,932 | 17,185 | |
Effect of foreign exchange rates | 183 | 161 | |
Cash and cash equivalents at end of year | 14,037 | 31,932 |
Consolidated cash flow statement for the year ended 30 June 2012
Company balance sheet at 30 June 2012
30 June | 30 June | ||
2012 | 2011 | ||
Notes | £000 | £000 | |
Non-current assets | |||
Intangible assets | 18 | 1,284 | 434 |
Property, plant and equipment | 19 | 1,571 | 2,007 |
Investments | 20 | 123,112 | 4,041 |
Deferred tax asset | 25 | 2,413 | 2,656 |
Derivative financial instruments | 24 | 204 | 21 |
128,584 | 9,159 | ||
Current assets | |||
Inventories | 22 | 13,539 | 10,474 |
Trade and other receivables | 23 | 11,204 | 10,843 |
Cash and cash equivalents | 8,005 | 29,942 | |
Term deposits | 1,000 | 23,637 | |
Derivative financial instruments | 24 | 883 | 183 |
34,631 | 75,079 | ||
Total assets | 163,215 | 84,238 | |
Current liabilities | |||
Trade and other payables | 26 | (13,074) | (7,336) |
Current tax liabilities | (3,850) | (2,876) | |
Derivative financial instruments | 24 | (86) | (799) |
(17,010) | (11,011) | ||
Net current assets | 17,621 | 64,068 | |
Non-current liabilities | |||
Derivative financial instruments | 24 | (10) | (152) |
Total liabilities | (17,020) | (11,163) | |
Net assets | 146,195 | 73,075 | |
Equity | |||
Share capital | 28 | 397 | 364 |
Share premium account | 29 | 71,813 | 15,400 |
Own shares | 30 | (1,586) | (1,165) |
Share-based payments reserve | 31 | 4,386 | 2,877 |
Hedging reserve | 31 | 671 | (477) |
Deferred tax reserve | 31 | 1,787 | 2,089 |
Retained earnings | 31 | 68,727 | 53,987 |
Total equity attributable to shareholders | 146,195 | 73,075 |
The preliminary financial information of Abcam plc, registered number 3509322, were approved by the Board of Directors and authorised for issue on 5 September 2012.
They were signed on its behalf by:
Jeff Iliffe
Director
Year ended | Year ended | ||
30 June | 30 June | ||
2012 | 2011 | ||
Notes | £000 | £000 | |
Net cash inflow from operating activities | 33 | 27,043 | 23,493 |
Investing activities | |||
Investment income | 570 | 286 | |
Proceeds on disposal of property, plant and equipment | - | 30 | |
Purchases of property, plant and equipment | (554) | (922) | |
Purchases of intangible assets | (921) | (141) | |
Acquisition of subsidiaries | 32 | (63,507) | (2,570) |
Dividends received | 2,323 | 2,132 | |
Net cash used in investing activities | (62,089) | (1,185) | |
Financing activities | |||
Dividends paid | (10,061) | (7,876) | |
Proceeds on issue of shares | 533 | 895 | |
Purchase of own shares | - | (4) | |
Decrease/(increase) in term deposits | 22,637 | (600) | |
Net cash arising from/(used in) financing activities | 13,109 | (7,585) | |
Net (decrease)/increase in cash and cash equivalents | (21,937) | 14,723 | |
Cash and cash equivalents at beginning of year | 29,942 | 15,219 | |
Cash and cash equivalents at end of year | 8,005 | 29,942 |
Company cash flow statement for the year ended 30 June 2012
Year ended | Year ended | |
30 June | 30 June | |
2012 | 2011 | |
£000 | £000 | |
Profit for the year | 24,501 | 23,929 |
Reserve movements on cash flow hedges | 1,528 | (1,263) |
Share-based payments charge recognised on behalf of subsidiaries | 129 | 120 |
Tax relating to components of other comprehensive income | (325) | 2,221 |
Other comprehensive income for the year | 1,332 | 1,078 |
Total comprehensive income for the year | 25,833 | 25,007 |
Company statement of comprehensive income for the year ended 30 June 2012
Share-based | Deferred | ||||||||
Share | Share | Own | payments | Hedging | tax | Retained | Total | ||
capital | premium | shares | reserve1 | reserve2 | reserve3 | earnings | equity | ||
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | ||
Balance as at 1 July 2011 | 364 | 15,400 | (1,165) | 2,877 | (477) | 2,089 | 53,987 | 73,075 | |
Profit for the year | - | - | - | - | - | - | 24,501 | 24,501 | |
Share-based payments charge recognised on behalf of subsidiaries | - | - | - | 129 | - | - | - | 129 | |
Movements on cash flow hedges | - | - | - | - | 1,528 | - | - | 1,528 | |
Tax relating to components of other comprehensive income | - | - | - | - | (380) | (302) | 357 | (325) | |
Total comprehensive income for the year | - | - | - | 129 | 1,148 | (302) | 24,858 | 25,833 | |
Issue of share capital | 33 | 56,413 | (478) | - | - | - | - | 55,968 | |
Own shares disposed of on exercise of share options | - | - | 57 | - | - | - | (57) | - | |
Share-based payments charge | - | - | - | 1,380 | - | - | - | 1,380 | |
Payment of dividends | - | - | - | - | - | - | (10,061) | (10,061) | |
Balance as at 30 June 2012 | 397 | 71,813 | (1,586) | 4,386 | 671 | 1,787 | 68,727 | 146,195 | |
Company statement of changes in equity for the year ended 30 June 2012
Share-based | Deferred | |||||||||
Share | Share | Own | payments | Hedging | tax | Retained | Total | |||
capital | premium | shares | reserve1 | reserve2 | reserve3 | earnings | equity | |||
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |||
Balance as at 1 July 2010 | 360 | 12,920 | (690) | 1,731 | 445 | 1,315 | 36,836 | 52,917 | ||
Profit for the year | - | - | - | - | - | - | 23,929 | 23,929 | ||
Share-based payments charge recognised on behalf of subsidiaries |
- |
- |
- |
120 |
- |
- |
- |
120 | ||
Movements on cash flow hedges |
- |
- |
- |
- |
(1,263) |
- |
- |
(1,263) | ||
Tax relating to components of other comprehensive income |
- |
- |
- |
- |
341 |
774 |
1,106 |
2,221 | ||
Total comprehensive income for the year | - | - | - | 120 | (922) | 774 | 25,035 | 25,007 | ||
Issue of share capital | 4 | 2,480 | (483) | - | - | - | - | 2,001 | ||
Own shares disposed of on exercise of share options |
- |
- |
8 |
- |
- |
- |
(8) |
- | ||
Share-based payments charge |
- |
- |
- |
1,026 |
- |
- |
- |
1,026 | ||
Payment of dividends | - | - | - | - | - | - | (7,876) | (7,876) | ||
Balance as at 30 June 2011 | 364 | 15,400 | (1,165) | 2,877 | (477) | 2,089 | 53,987 | 73,075 | ||
1 IFRS 2 charge for fair value of share-based options and awards.
2 Gains and losses recognised on cash flow hedges.
3 Portion of deferred tax asset arising on outstanding share options and share options exercised and not taken to profit and loss in accordance with IAS 12.
Notes to the consolidated preliminary financial information for the year ended 30 June 2012
1. General information
Abcam plc (the Company) is incorporated in the UK under the Companies Act 2006. The address of the registered office is 330 Cambridge Science Park, Milton Road, Cambridge CB4 0FL, UK.
The Group is a producer and distributor of high quality research-grade antibodies and associated protein research tools. The Group operates through its ultimate parent company Abcam plc and through its wholly owned subsidiaries Abcam Inc, Abcam KK, Abcam (Hong Kong) Limited, Ascent Scientific Limited, Epitomics Inc and MitoSciences Inc, allowing it to serve a global customer base of over 88 countries.
2. Adoption of new and revised standards
In the current year, the following new and revised Standards and Interpretations have been adopted and have affected the amounts reported in this preliminary financial information:
Standards affecting the preliminary financial information
Amendment to IFRS 7 Financial Instruments: Disclosures
The amendment clarifies the required level of disclosure around credit risk and collateral held and provides relief from disclosure of renegotiated financial assets.
Standards not affecting the reported results nor the financial position
The following new and revised Standards and Interpretations have been adopted in the current year. Their adoption has not had any significant impact on the amounts reported in this preliminary financial information but may impact the accounting for future transactions and arrangements.
IAS 24 (2009) Related Party Disclosures
The revised Standard has a new, clearer definition of a related party, with inconsistencies under the previous definition having been removed.
At the date of authorisation of this preliminary financial information, the following Standards and Interpretations which have not been applied in this preliminary financial information were in issue but not yet effective (and in some cases had not yet been adopted by the EU):
IFRS 1 (amended) | Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters |
IFRS 7 (amended) | Disclosures - Transfers of Financial Assets |
IFRS 9 | Financial Instruments |
IFRS 10 | Consolidated Financial Statements |
IFRS 11 | Joint Arrangements |
IFRS 12 | Disclosure of Interests in Other Entities |
IFRS 13 | Fair Value Measurement |
IAS 1 (amended) | Presentation of Items of Other Comprehensive Income |
IAS 12 (amended) | Deferred Tax: Recovery of Underlying Assets |
IAS 19 (revised) | Employee Benefits |
IAS 27 (revised) | Separate Financial Statements |
IAS 28 (revised) | Investments in Associates and Joint Ventures |
The Directors do not expect that the adoption of these Standards and Interpretations in future periods will have a material impact on the preliminary financial information of the Group.
3. Significant accounting policies
Basis of accounting
The preliminary financial information has been prepared in accordance with IFRSs. The preliminary financial information has also been prepared in accordance with IFRSs adopted by the European Union and therefore the Group preliminary financial information complies with Article 4 of the EU IAS Regulation.
After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the preliminary financial information.
The preliminary financial information has been prepared on the historical cost basis, except for the revaluation of certain financial instruments. The Group preliminary financial information is presented in Sterling and all values are rounded to the nearest thousand Pounds (£000) except when otherwise indicated. The principal accounting policies adopted are set out in the next few pages.
Basis of consolidation
The consolidated preliminary financial information incorporates the preliminary financial information of the Company and entities controlled by the Company made up to 30 June each year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies in line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Business combinations
Business combinations are accounted for using the acquisition method. The consideration transferred for the acquisition of a subsidiary is the fair values at the date of exchange of the assets transferred, the liabilities incurred and the equity interests issued by the Group. Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination that meet the recognition criteria under IFRS 3 (2008) are measured at their fair values at the date of acquisition, except that:
·; deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively;
·; liabilities or equity instruments relating to the replacement by the Group of an acquiree's share-based payment awards are measured in accordance with IFRS 2 Share-based Payment; and
·; assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured as per that Standard.
Investments in subsidiaries are accounted for at cost less impairment. Where applicable, cost is adjusted to reflect changes in consideration arising from contingent consideration amendments. Cost also includes direct attributable costs of investment.
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is reviewed and tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed in subsequent periods. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales-related taxes.
Sales of goods are recognised when goods are despatched and title has passed.
Sales of goods that result in award credits for customers, under the Abpoints Scheme, are accounted for as multiple element revenue transactions and the fair value of the consideration received or receivable is allocated between the goods supplied and the award credits granted. The consideration allocated to the award credits is measured by reference to their fair value - the amount for which the award credits could be sold separately. Such consideration is not recognised as revenue at the time of the initial sale transaction but is deferred and recognised as revenue when the award credits are redeemed and the Group's obligations have been fulfilled.
Custom service revenue is recognised when the outcome of the contract can be estimated reliably and is then based on the stage of completion of the contract activity at the balance sheet date. Where the outcome cannot be estimated reliably, revenue is recognised to the extent of costs incurred where it is probable these will be recovered. In instances where it is probable that the costs will be in excess of the contract revenue, the expected loss is recognised as an expense immediately.
Licence fee income is recognised on delivery of the licensed technology where the Group's continued performance or future research and development services are not required. Payments received prior to this are recorded as deferred revenue.
Royalty revenue is recognised based on the contractual terms and substance of the agreements with the counterparty.
Interest income is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.
Dividend income from investments is recognised when the shareholders' rights to receive payment have been established.
Revenue derived from the Company's conferences is recognised when the conference is held; however, it is not material.
Leasing
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease. Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term.
Foreign currencies
The individual financial statements of each Group company are presented in the currency of the primary economic environment in which it operates (its functional currency). For the purposes of the consolidated preliminary financial information, the results and financial position of each Group company are expressed in Sterling, which is the functional currency of the Company and the presentation currency for the consolidated preliminary financial information.
In preparing the financial statements of the individual companies, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing at the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated to the rates prevailing at the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences are recognised in profit or loss in the period in which they arise except for:
·; exchange differences on transactions entered into to hedge certain foreign currency risks (see below under financial instruments/hedge accounting); and
·; exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur, which form part of the net investment in a foreign operation, and which are recognised in the foreign currency translation reserve and recognised in profit or loss on disposal of the net investment.
For the purpose of presenting preliminary financial information, the results of the operations of the Company's overseas subsidiaries are translated at the monthly average exchange rates during the period and their balance sheets at the rates prevailing at the balance sheet date. Exchange differences arising on the translation of the opening net assets and results of operations are classified as equity and recognised in the Group's foreign currency translation reserve.
Retirement benefit costs
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Payments made to state-managed retirement benefit schemes are dealt with as payments to defined contribution schemes where the nature of the Group's obligations under the schemes is equivalent to those arising in a defined contribution retirement benefit scheme.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes some items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the preliminary financial information and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except where it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilitiesand when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss.
Depreciation is charged so as to write off the cost or valuation of assets over their estimated useful lives, using the straight-line method, on the following bases:
Office equipment, fixtures and fittings | 20% per annum |
Laboratory equipment | 20% per annum |
Computer equipment | 33% per annum |
Hybridomas | 12.5% per annum |
Motor vehicles | 20% per annum |
The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in income.
Intangible assets
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
Expenditure on development activities including internally generated intangible assets is recognised as an asset if and only if it meets the recognition criteria set out in IAS 38 Intangible Assets.
Payments made to acquire software, distribution rights, capitalised development work and contract-based intangibles from third parties are capitalised at cost and amortised on a straight-line basis over their estimated minimum useful lives. The minimum useful life is determined to be three years in the case of software, the term of the deal in the case of distribution rights and the length of the contract for contract-based intangibles.
Impairment of tangible and intangible assets excluding goodwill
At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.
Investments
Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and an attributable portion of production overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the standard cost method. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. Provision is made for obsolete, slow moving or defective items where appropriate.
Financial instruments
Financial assets and financial liabilities are recognised on the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.
Available for sale financial assets
The Group has an investment in unlisted shares which is not traded in an active market but is classified as AFS financial assets and stated at fair value (because the directors consider that fair value can be reliably measured).
Trade and other receivables
Trade receivables are measured at initial recognition at fair value. Appropriate allowances for estimated irrecoverable amounts are recognised in the income statement when there is objective evidence that the asset is impaired. When a trade receivable is considered uncollectable, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in the income statement.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
Term deposits
Term deposits represent bank deposits with an original maturity of over three months.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. The accounting policies adopted for specific financial liabilities and equity instruments are set out below.
Trade payables
Trade payables are measured at amortised cost.
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Derivative financial instruments
Forward contracts are used by the Group to manage its exposure to the risk associated with the variability in cash flows in relation to both recognised assets or liabilities and forecast transactions.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each balance sheet date. A derivative with a positive fair value is recognised as a financial asset whereas a derivative with a negative fair value is recognised as a financial liability. The resulting gain or loss is recognised in the income statement immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in the income statement depends on the nature of the hedge relationship.
A derivative is presented as a non-current asset or non-current liability if the remaining maturity of the instrument is more than twelve months and it is not expected to be realised or settled within twelve months. Other derivatives are presented as current assets or current liabilities.
Hedge accounting
The Group designates certain derivatives as either hedges of highly probable forecast transactions or hedges of foreign currency risk of firm commitments (cash flow hedges).
At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument that is used in a hedging relationship is effective in offsetting changes in fair values or cash flows of the hedged item.
Cash flow hedges
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are deferred in equity. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss and is included in the 'administration and management expenses' line of the income statement.
Amounts deferred in equity are recycled in the income statement in the periods when the hedged item is recognised in profit or loss, in the same line of the income statement as the recognised hedged item.
Hedge accounting is discontinued when the Group revokes the hedging relationship, the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. Any cumulative gain or loss deferred in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was deferred in equity is recognised immediately in profit or loss.
Share-based payments
The Group has applied the requirements of IFRS 2 Share-based Payment. In accordance with IFRS 1, IFRS 2 has been applied to all grants of equity instruments after 7 November 2002 that were unvested at 1 July 2006.
Incentives in the form of shares are provided to employees under share option, SIP and LTIP. Equity-settled share-based payments are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of the number of shares that will eventually vest.
Fair value of options issued under the Group's share option schemes is measured by the use of the Monte Carlo Simulation.
Fair value of the awards under the Group's LTIP is measured by the use of the Monte Carlo Simulation for the TSR portion and the Black Scholes Model for the EPS portion.
Fair value of an equity-settled payment under the SIP is measured as the face value of the award on the date of grant.
The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. Charges made to the income statement in respect of share-based payments are credited to retained earnings.
The Group operates an employee benefit trust as part of its incentive plans for UK-based employees. All assets and liabilities of the trust are recorded in the balance sheet as assets and liabilities of the Company until such time as the assets are awarded to the beneficiaries. All income and expenditure of the trust is similarly brought into the results of the Company.
Own shares
Own equity instruments which are acquired are recognised at cost and deducted from equity. No gain or loss is recognised in the income statement on the purchase, sale, issue or cancellation of the Group's own equity instruments. Any difference between the carrying amount and the consideration is recognised in reserves.
4. Critical accounting judgements and key sources of estimation uncertainty
In the application of the Group's accounting policies, which are described in note 3, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities as at the date of reporting the preliminary financial information, and the reported amounts of revenues and expenditure during the year. In preparation of the consolidated preliminary financial information, estimates and assumptions have been made by the Directors concerning the fair value of share options, the estimated useful lives of fixed assets, accruals and provisions required, the carrying value of investments, the recoverability of deferred tax assets, the carrying value of goodwill and other intangible assets and other similar evaluations. Actual amounts may differ from those estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.
Impairment of intangibles
As part of the business combinations during the year, the Group acquired the following intangible assets: licence fees, customer relationships, patents, trade names, technology and know-how. Further to this the Group has begun to capitalise IT development costs relating to the rebuilding of the Group's IT core systems, since these costs meet the recognition criteria of IAS 38. The Group reviews the carrying amount of all intangible assets held at each balance sheet date and no impairment was considered necessary for these assets.
Impairment of goodwill
The Group determines whether goodwill is impaired on at least an annual basis or more frequently when there are indications of possible impairment. The impairment review requires a value in use calculation of the cash-generating units to which the goodwill is allocated. In estimating the value in use, management is required to make an estimate of the expected future cash flows attributable to the cash-generating unit and to choose an appropriate discount rate to calculate the present value of those cash flows. The carrying amount of goodwill at 30 June 2012 was £82,356,000 (2011: £2,062,000). Further details are given in note 17.
Fair value of derivatives and other financial instruments
As described in note 27, the Directors use their judgement in selecting an appropriate valuation technique for financial instruments not quoted in an active market. Valuation techniques commonly used by market practitioners are applied. For derivative financial instruments, assumptions are made based on quoted market rates adjusted for specific features of the instrument. Other financial instruments are valued using a discounted cash flow analysis based on assumptions supported, where possible, by observable market prices or rates.
Valuation of own manufactured inventory
The standard costs used for the valuation of own manufactured inventory require a number of assumptions concerning the allocation of overheads. These assumptions are based primarily on management's estimates of time spent in each relevant area of activity and normal levels of activity.
Provision for slow moving or defective inventory
The provision for slow moving or defective inventory is based on management's estimation of the commercial life and shelf life of inventory lines. In assessing this, management takes into consideration the sales history of products and the length of time that they have been available for resale.
5. Income statement for the Company
As permitted by section 408 of the Companies Act 2006 the Company has elected not to present its own income statement for the year. Abcam plc reported a profit for the year ended 30 June 2012 of £24,501,000 (2011: £23,929,000).
6. Revenue
An analysis of the Group's revenue, all of which derives from continuing operations, is as follows:
Year ended | Year ended | ||
30 June | 30 June | ||
2012 | 2011 | ||
Note | £000 | £000 | |
Sales of goods | 97,839 | 83,272 | |
Investment revenue | 11 | 500 | 398 |
98,339 | 83,670 |
7. Operating segments
Products and services from which reportable segments derive their revenues
The Directors consider that there are no identifiable business segments that are engaged in providing individual products or services or a group of related products and services that are subject to risks and returns that are different to the core business. The information reported to the Group's Chief Executive Officer, who is considered the chief operating decision maker, for the purposes of resource allocation and assessment of performance is based wholly on the overall activities of the Group. The Group has therefore determined that it has only one reportable segment under IFRS 8, which is 'sales of antibodies and related products'. The Group's revenue and results and assets for this one reportable segment can be determined by reference to the Group's income statement and balance sheet.
The Group has no individual product or customer which comprises more than 10% of its revenues.
Geographical information
The Group's revenue from external customers and information about its non-current segment assets (excluding deferred tax and derivative financial instruments) by geographical location is detailed below:
Revenue | Non-current assets | ||||
Year ended | Year ended | As at | As at | ||
30 June | 30 June | 30 June | 30 June | ||
2012 | 2011 | 2012 | 2011 | ||
£000 | £000 | £000 | £000 | ||
US | 40,750 | 34,374 | 34,901 | 2,094 | |
Japan | 11,304 | 8,998 | 159 | 33 | |
Germany | 7,368 | 6,474 | - | - | |
UK | 7,098 | 6,278 | 86,587 | 4,496 | |
Other countries | 31,319 | 27,148 | 769 | 17 | |
97,839 | 83,272 | 122,416 | 6,640 | ||
Revenues are attributed to countries on the basis of the customer's location. No country included within 'Other countries' contributes more than 5% of the Group's total revenue.
8. Profit for the year
Profit for the year has been arrived at after charging/(crediting):
Year ended | Year ended | ||
30 June | 30 June | ||
2012 | 2011 | ||
Notes | £000 | £000 | |
Foreign exchange differences arising on financial instruments at fair value through profit or loss | (211) | (74) | |
Other net foreign exchange losses/(gains) | 335 | (725) | |
R&D expenditure (including amortisation as detailed below) | 4,214 | 3,231 | |
Operating lease rentals - land and buildings | 13 | 1,362 | 905 |
Depreciation of property, plant and equipment | 19 | 1,474 | 1,380 |
Loss on disposal of property, plant and equipment | - | 8 | |
Amortisation of intangible assets included within administration and management expenses | 18 | 716 | 210 |
Impairment loss on intangible assets included within administration and management expenses | 18 | - | 38 |
Amortisation of intangible assets included within R&D expenditure | 18 | 528 | - |
Cost of inventories recognised as an expense | 29,381 | 26,310 | |
Write down of inventories recognised as an expense | 882 | 929 | |
Staff costs | 10 | 18,105 | 14,656 |
Impairment loss recognised on trade receivables | 23 | 4 | 42 |
Auditor's remuneration | 9 | 612 | 164 |
9. Auditor's remuneration
A detailed analysis of the auditor's remuneration on a worldwide basis is provided below:
Year ended | Year ended | ||
30 June | 30 June | ||
2012 | 2011 | ||
£000 | £000 | ||
Fees payable to the Company's auditor for the audit of the Company's annual accounts | 93 | 75 | |
Fees payable in relation to acquisition-related audit services | 17 | - | |
Fees payable to the Company's auditor for other services to the Group | |||
- the audit of the Company's subsidiaries pursuant to legislation | 3 | 3 | |
Total audit fees | 113 | 78 | |
- Audit-related assurance services | 20 | 16 | |
- Taxation compliance services | 23 | 17 | |
- Corporate finance services | 374 | 30 | |
- Other taxation advisory services | 56 | - | |
- Other services1 | 26 | 23 | |
Total non-audit fees | 499 | 86 | |
Total auditor's remuneration | 612 | 164 | |
1 Other services relates to training provided by the not-for-profit organisation Cambridge Network Limited and its subsidiaries. This is disclosed due to the audit partner also being a director of the Cambridge Network Limited. Consistent with the not-for-profit status, neither the audit partner nor Deloitte receives any remuneration in relation to this arrangement.
Details on the Company's policy on the use of the auditor for non-audit services are set out in the Audit Committee Report. During the year, the auditor was used for due diligence work as this was considered most beneficial to the Group due to the auditor's established knowledge and experience of the Group's activities. The auditor's independence and objectivity was safeguarded through the use of separate engagement teams. No services were provided pursuant to contingent fee arrangements.
10. Staff costs
The average monthly number of employees (including Executive Directors) was:
Group | Company | |||||
Year ended | Year ended | Year ended | Year ended | |||
30 June | 30 June | 30 June | 30 June | |||
2012 | 2011 | 2012 | 2011 | |||
Number | Number | Number | Number | |||
Management, administrative, marketing and distribution | 309 | 245 | 171 | 156 | ||
Laboratory | 96 | 52 | 41 | 50 | ||
405 | 297 | 212 | 206 | |||
Their aggregate remuneration comprised:
Group | Company | ||||
Year ended | Year ended | Year ended | Year ended | ||
30 June | 30 June | 30 June | 30 June | ||
2012 | 2011 | 2012 | 2011 | ||
£000 | £000 | £000 | £000 | ||
Wages and salaries | 14,157 | 11,131 | 8,402 | 7,556 | |
Social security costs | 1,443 | 1,247 | 625 | 717 | |
Pension costs | 949 | 1,132 | 769 | 1,012 | |
Charge in respect of share options and awards granted | 1,556 | 1,146 | 1,381 | 1,027 | |
Total staff costs | 18,105 | 14,656 | 11,177 | 10,312 | |
Staff costs capitalised* | (65) | - | (65) | - | |
Net staff costs | 18,040 | 14,656 | 11,112 | 10,312 | |
*£65,000 (2011: £nil) relates to Group staff costs directly attributable to the rebuild of the IT core systems being capitalised as part of an internally generated intangible asset under IAS 38 (see note 18).
11. Investment revenue
Year ended | Year ended | |
30 June | 30 June | |
2012 | 2011 | |
£000 | £000 | |
Interest on cash and term deposits | 500 | 398 |
12. Finance costs
Year ended | Year ended | |
30 June | 30 June | |
2012 | 2011 | |
£000 | £000 | |
Interest on bank loan | 73 | - |
13. Operating lease arrangements
Year ended | Year ended | ||
30 June | 30 June | ||
2012 | 2011 | ||
£000 | £000 | ||
Minimum lease payments under operating leases recognised as an expense in the year: | |||
- land and buildings | 1,362 | 905 | |
At the balance sheet date, the Group and Company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, all of which relate to land and buildings, which fall due as follows:
Group | Company | ||||
30 June | 30 June | 30 June | 30 June | ||
2012 | 2011 | 2012 | 2011 | ||
£000 | £000 | £000 | £000 | ||
Within one year | 2,208 | 1,551 | 833 | 765 | |
In the second to fifth years inclusive | 5,554 | 4,325 | 1,272 | 1,870 | |
After five years | 70 | 388 | - | 131 | |
7,832 | 6,264 | 2,105 | 2,766 | ||
The above table reflects the committed cash payments under operating leases, rather than the expected charge to the income statement in the relevant periods. The effect on the income statement will differ to the above figures to the extent of the amortisation of a £1.1m lease incentive received on signing of a new lease in 2008/09, and also the amortisation of the rent-free period included in the same lease agreement. The expected charge in 2012/13 on these operating leases is expected to be £1.9m for the Group and £0.5m for the Company.
14. Tax
Year ended | Year ended | ||
30 June | 30 June | ||
2012 | 2011 | ||
Note | £000 | £000 | |
Current tax | 9,741 | 8,972 | |
Deferred tax | 25 | (485) | (666) |
9,256 | 8,306 |
Corporation tax is calculated at 25.5% (2011: 27.5%) of the estimated assessable profit for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.
In March 2012, the UK Government announced a reduction in the standard rate of UK corporation tax to 24% effective 1 April 2012 which became substantively enacted in March 2012.
The UK Government also announced a further reduction in the standard rate of corporation tax to 23% effective 1 April 2013, which was substantively enacted in July 2012, and has proposed a further reduction of 1% per annum to 22% by 1 April 2014. These further tax rate reductions had not been substantively enacted at the balance sheet date and therefore have not been reflected in this preliminary financial information.
The effect of these tax rate reductions on the deferred tax balance will be accounted for in the period in which the tax rate reductions are substantively enacted.
The impact of the rate reduction to 23%, which will be reflected in the next reporting period, is estimated to reduce the UK deferred tax asset and liability provided at 30 June 2012 by £121,000 and £19,000 respectively.
The charge for the year can be reconciled to the profit per the income statement as follows:
Year ended | Year ended | Year ended | Year ended | ||
30 June | 30 June | 30 June | 30 June | ||
2012 | 2012 | 2011 | 2011 | ||
£000 | % | £000 | % | ||
Profit before tax | 34,662 | 32,111 | |||
Tax at the UK corporation tax rate of 25.5% (2011: 27.5%) | 8,839 | 25.5% | 8,831 | 27.5% | |
Effect of different tax rates of subsidiaries operating in different jurisdictions | 423 | 1.2% | 350 | 1.1% | |
Tax effect of expenses that are not deductible in determining taxable profit | 904 | 2.6% | 67 | 0.2% | |
R&D tax credit uplift | (713) | (2.1)% | (812) | (2.5)% | |
Prior year adjustments | (219) | (0.6)% | (142) | (0.4)% | |
Effect of difference between closing deferred tax rate and current tax rate | 22 | 0.1% | 12 | 0.0% | |
Tax expense and effective rate for the year | 9,256 | 26.7% | 8,306 | 25.9% | |
15. Dividends
Year ended | Year ended | |||
30 June | 30 June | |||
2012 | 2011 | |||
£000 | £000 | |||
Amounts recognised as distributions to equity holders in the year: | ||||
Final dividend for the year ended 30 June 2011 of 3.800 pence (2010: 2.922 pence*) per share | 6,958 | 5,256 | ||
Interim dividend for the year ended 30 June 2012 of 1.690 pence (2011: 1.450 pence) per share | 3,103 | 2,620 | ||
Total distributions to equity holders in the period | 10,061 | 7,876 | ||
Proposed final dividend for the year ended 30 June 2012 of 4.36 pence (2011: 3.800 pence) per share | 8,642 | 6,906 | ||
* This comparative has been rebased to reflect the five for one share sub-division which took place on 15 November 2010.
The proposed final dividend is subject to approval of the shareholders at the AGM and has not been included as a liability in this preliminary financial information.
16. Earnings per share
The calculation of the basic and diluted EPS is based on the following data:
Year ended | Year ended | |
30 June | 30 June | |
2012 | 2011 | |
£000 | £000 | |
Earnings | ||
Earnings for the purposes of basic and diluted EPS being net profit attributable | ||
to equity holders of the parent company | 25,406 | 23,805 |
Number of shares | ||
Weighted average number of ordinary shares for the purposes of basic EPS | 185,131,455 | 179,865,322 |
Effect of dilutive potential ordinary shares: | ||
- share-based options and awards | 3,383,068 | 3,541,456 |
Weighted average number of ordinary shares for the purposes of diluted EPS | 188,514,523 | 183,406,778 |
Basic EPS is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of shares outstanding during the year. Diluted EPS is calculated on the same basis as basic EPS but with a further adjustment for the weighted average shares in issue to reflect the effect of all dilutive potential ordinary shares. The number of dilutive potential ordinary shares is derived from the number of share-based options and awards granted to employees where the exercise price is less than the average market price of the Company's ordinary shares during the year or where it is considered non-market performance conditions will not be met resulting in the options not vesting.
Adjusted earnings per share
The calculation of adjusted EPS excluding acquisition costs and amortisation of associated intangible assets is based on earnings of:
Year ended | Year ended | |
30 June | 30 June | |
2012 | 2011 | |
£000 | £000 | |
Earnings for the purposes of basic and diluted EPS being net profit attributable to equity holders of the parent | 25,406 | 23,805 |
Acquisition costs | 3,397 | 202 |
Amortisation of associated intangible assets | 964 | 11 |
Tax effect of adjusting items | (374) | (24) |
Profit after tax excluding acquisition costs and amortisation of associated intangible assets | 29,393 | 23,994 |
The denominators used are the same as those detailed above for both basic and diluted earnings per share.Adjusted EPS after adding back acquisition costs and amortisation of associated intangible assets:
Year | Year) | |
30 June 2012 | 30 Jun 2011 | |
ended | ended | |
£000 | £000 | |
Adjusted basic EPS | 15.88p | 13.34p |
Adjusted diluted EPS | 15.59p | 13.08p |
The adjusted EPS information is considered to provide a fairer representation of the Group's trading performance.
17. Goodwill
Note | £000 | |
Cost | ||
At 1 July 2011 | 2,062 | |
Recognised on acquisition of subsidiaries | 32 | 80,067 |
Fair value adjustments during measurement period | 227 | |
At 30 June 2012 | 82,356 | |
Accumulated impairment losses | ||
At 1 July 2011 and 30 June 2012 | - | |
Carrying amount | ||
At 30 June 2011 | 2,062 | |
At 30 June 2012 | 82,356 |
Goodwill acquired in a business combination is allocated, at acquisition, to the cash-generating units (CGUs) that are expected to benefit from that business combination. The carrying amount of goodwill has been allocated as follows:
Year ended | Year ended | |
30 June | 30 June | |
2012 | 2011 | |
£000 | £000 | |
MitoSciences business | 2,289 | 2,062 |
Ascent Scientific business acquired 12 September 2011 (see note 32) | 7,589 | - |
Epitomics business acquired 19 April 2012 (see note 32) | 72,478 | - |
82,356 | 2,062 |
The Group performs an annual test for impairment or more frequently if there are any indications that goodwill might be impaired.
The recoverable amount of the CGU is determined from value in use calculations. The key assumptions considered most sensitive for the value in use calculations are those regarding the discount rates, growth rates and anticipated movements in selling prices and direct costs during the period.
Management has projected cash flows based on financial forecasts over a period of four years. No growth rate has been used in the extrapolation of cash flows beyond the four years. A discount rate of 11% has been estimated using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGU.
Management has performed sensitivity analysis on the key assumptions mentioned above. Based on the results of this analysis, management is satisfied that the carrying amount of goodwill exceeds its recoverable amount. As such, no impairment of goodwill has been recognised at the balance sheet date.
18. Intangible assets
Group
Up front | Assets | Patents, | |||||||
licence | Distribution | Contract | under | Customer | technology | Trade | |||
fees | rights | Software | -based | construction | relationships | and know-how | names | Total | |
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
Cost | |||||||||
At 1 July 2010 | 322 | 1,393 | 195 | - | - | - | - | - | 1,910 |
Additions | 65 | - | 53 | - | - | - | - | - | 118 |
Acquisition of subsidiary | - | - | 2 | 1,666 | - | - | - | - | 1,668 |
At 1 July 2011 | 387 | 1,393 | 250 | 1,666 | - | - | - | - | 3,696 |
Additions | 47 | 81 | 117 | - | 773 | - | - | - | 1,018 |
Acquisition of subsidiaries | 9 | - | 13 | 1,901 | - | 5,455 | 22,812 | 2,236 | 32,426 |
At 30 June 2012 | 443 | 1,474 | 380 | 3,567 | 773 | 5,455 | 22,812 | 2,236 | 37,140 |
Amortisation and impairment | |||||||||
At 1 July 2010 | 227 | 1,025 | 99 | - | - | - | - | - | 1,351 |
Charge for the year | 66 | 64 | 69 | 11 | - | - | - | - | 210 |
Impairment loss | - | 38 | - | - | - | - | - | - | 38 |
At 1 July 2011 | 293 | 1,127 | 168 | 11 | - | - | - | - | 1,599 |
Charge for the year | 64 | 147 | 69 | 255 | - | 134 | 528 | 47 | 1,244 |
At 30 June 2012 | 357 | 1,274 | 237 | 266 | - | 134 | 528 | 47 | 2,843 |
Carrying amount | |||||||||
At 30 June 2011 | 94 | 266 | 82 | 1,655 | - | - | - | - | 2,097 |
At 30 June 2012 | 86 | 200 | 143 | 3,301 | 773 | 5,321 | 22,284 | 2,189 | 34,297 |
Company
Assets | |||||
Up front | Distribution | under | |||
licence fees | rights | Software | construction | Total | |
£000 | £000 | £000 | £000 | £000 | |
Cost | |||||
At 1 July 2010 | 322 | 1,393 | 192 | - | 1,907 |
Additions | 65 | - | 48 | - | 113 |
At 1 July 2011 | 387 | 1,393 | 240 | - | 2,020 |
Additions | 47 | 244 | 98 | 773 | 1,162 |
At 30 June 2012 | 434 | 1,637 | 338 | 773 | 3,182 |
Amortisation and impairment | |||||
At 1 July 2010 | 227 | 1,025 | 99 | - | 1,351 |
Charge for the year | 66 | 64 | 67 | - | 197 |
Impairment loss | - | 38 | - | - | 38 |
At 1 July 2011 | 293 | 1,127 | 166 | - | 1,586 |
Charge for the year | 63 | 187 | 62 | - | 312 |
At 30 June 2012 | 356 | 1,314 | 228 | - | 1,898 |
Carrying amount | |||||
At 30 June 2011 | 94 | 266 | 74 | - | 434 |
At 30 June 2012 | 78 | 323 | 110 | 773 | 1,284 |
The amortisation period for the upfront licence fees and software is three years. The amortisation period for the distribution rights is the term of the agreement.
Contract-based intangibles predominately relates to two agreements:
·; an agreement with the University of Oregon, under which the university supplies monoclonal antibodies to MitoSciences, who has full rights and entitlement to commercially exploit these materials in exchange for an ongoing fee. The remaining amortisation period is twelve years, being the remaining term of the agreement; and
·; an agreement between Epitomics and Loyola University Chicago for access to a patent. The remaining amortisation period is to February 2015, being the expiry date of the agreement.
Assets under construction relate to the development of the core IT systems architecture. These are not amortised until being available for use in the business.
Customer relationships relates to access to new customers as part of the Epitomics acquisition, namely in the reagents and services business. The remaining amortisation period is ten years in line with the history of the business.
Patents, technology and know-how relates to the acquired RabMAb® technology as part of the Epitomics business. The remaining amortisation period is 15 years being the remaining term of the primary patent.
Trade names relates to RabMAb® and Epitomics. The remaining amortisation period is eight years.
19. Property, plant and equipment
Group
Office | |||||||
equipment, | Hybridomas | ||||||
Computer | Laboratory | fixtures | under | Motor | |||
equipment | equipment | and fittings | Hybridomas | construction | Vehicles | Total | |
£000 | £000 | £000 | £000 | £000 | £000 | £000 | |
Cost | |||||||
At 1 July 2010 | 1,019 | 5,598 | 1,617 | 88 | - | - | 8,322 |
Additions | 196 | 554 | 35 | 96 | - | - | 881 |
Acquisition of subsidiary | - | 128 | 18 | - | - | - | 146 |
Exchange differences | (14) | (24) | (42) | - | - | - | (80) |
Disposals | - | (49) | (28) | - | - | - | (77) |
At 1 July 2011 | 1,201 | 6,207 | 1,600 | 184 | - | - | 9,192 |
Additions | 307 | 962 | 423 | 211 | 115 | - | 2,018 |
Acquisition of subsidiaries | 46 | 732 | 208 | 984 | 604 | 94 | 2,668 |
Exchange differences | 7 | 22 | 20 | 25 | 16 | 2 | 92 |
Disposals | (2) | (9) | (14) | - | - | - | (25) |
At 30 June 2012 | 1,559 | 7,914 | 2,237 | 1,404 | 735 | 96 | 13,945 |
Accumulated depreciation | |||||||
At 1 July 2010 | 724 | 3,963 | 695 | 45 | - | - | 5,427 |
Charge for the year | 178 | 884 | 278 | 40 | - | - | 1,380 |
Exchange differences | (10) | (19) | (28) | - | - | - | (57) |
Eliminated on disposals | - | (19) | (20) | - | - | - | (39) |
At 1 July 2011 | 892 | 4,809 | 925 | 85 | - | - | 6,711 |
Charge for the year | 231 | 817 | 341 | 83 | - | 2 | 1,474 |
Exchange differences | 4 | 2 | 16 | - | - | - | 22 |
Eliminated on disposals | (2) | (9) | (14) | - | - | - | (25) |
At 30 June 2012 | 1,125 | 5,619 | 1,268 | 168 | - | 2 | 8,182 |
Carrying amount | |||||||
At 30 June 2011 | 309 | 1,398 | 675 | 99 | - | - | 2,481 |
At 30 June 2012 | 434 | 2,295 | 969 | 1,236 | 735 | 94 | 5,763 |
Company
Office | ||||||
equipment, | ||||||
Computer | Laboratory | fixtures | ||||
equipment | equipment | and fittings | Hybridomas | Total | ||
£000 | £000 | £000 | £000 | £000 | ||
Cost | ||||||
At 1 July 2010 | 750 | 5,213 | 928 | 88 | 6,979 | |
Additions | 143 | 501 | 24 | 96 | 764 | |
Disposals | - | (49) | - | - | (49) | |
At 1 July 2011 | 893 | 5,665 | 952 | 184 | 7,694 | |
Additions | 211 | 328 | 50 | 39 | 628 | |
Disposals | - | (3) | (9) | - | (12) | |
At 30 June 2012 | 1,104 | 5,990 | 993 | 223 | 8,310 | |
Accumulated depreciation | ||||||
At 1 July 2010 | 525 | 3,681 | 266 | 45 | 4,517 | |
Charge for the year | 133 | 810 | 206 | 40 | 1,189 | |
Eliminated on disposals | - | (19) | - | - | (19) | |
At 1 July 2011 | 658 | 4,472 | 472 | 85 | 5,687 | |
Charge for the year | 166 | 633 | 211 | 54 | 1,064 | |
Eliminated on disposals | - | (3) | (9) | - | (12) | |
At 30 June 2012 | 824 | 5,102 | 674 | 139 | 6,739 | |
Carrying amount | ||||||
At 30 June 2011 | 235 | 1,193 | 480 | 99 | 2,007 | |
At 30 June 2012 | 280 | 888 | 319 | 84 | 1,571 | |
20. Investments in subsidiaries
The Company's subsidiaries at 30 June 2012 are:
Proportion | Proportion | ||
Country of | of shares | of voting | |
incorporation | held | power held | |
Abcam Inc | US | 100% | 100% |
Abcam KK | Japan | 100% | 100% |
Abcam (Hong Kong) Limited | Hong Kong | 100% | 100% |
Abcam Employee Share Benefit Trust Limited | UK | 100% | 100% |
Abcam US Holdings, Inc | US | 100% | 100% |
Abcam LLC | US | 100% | 100% |
Ascent Scientific Limited | UK | 100% | 100% |
Ascent Scientific LLC | US | 100% | 100% |
Camgene Limited (dormant) | UK | 100% | 100% |
Epitomics Inc | US | 100% | 100% |
Epitomics (Hangzhou) Biotechnology Co., Limited | China | 100% | 100% |
Epitomics (Hong Kong) Limited | Hong Kong | 100% | 100% |
MitoSciences Inc | US | 100% | 100% |
Abcam Inc, Abcam KK, Abcam (Hong Kong) Limited and MitoSciences Inc are involved in the sale and distribution of antibodies and related products. MitoSciences Inc also develops and manufactures related products for use in metabolism research. Ascent Scientific Limited is a specialist provider of biochemical tools. Epitomics Inc is focused on the development, production and distribution of monoclonal antibodies (RabMAbs®). The Abcam Employee Share Benefit Trust Limited holds in trust the shares purchased on behalf of employees participating in the Share Incentive Plan. Camgene Limited is dormant.
Analysis of changes in investments
Note | £000 | |
At 1 July 2010 | 203 | |
Additions* | 120 | |
Addition relating to acquisition of subsidiary | 32 | 3,718 |
At 1 July 2011 | 4,041 | |
Additions* | 129 | |
Addition relating to acquisition of subsidiaries | 32 | 118,942 |
At 30 June 2012 | 123,112 |
* These additions represent share-based payment charges for share options issued by the Company to employees of the subsidiaries.
Investments are held at cost less provision for impairment.
21. Available-for-sale financial asset
30 June | 30 June | |
2012 | 2011 | |
£000 | £000 | |
Shares | 679 | - |
As part of the Epitomics acquisition (see note 32) the Group acquired a 13% interest in Plexbio Co., Ltd (Plexbio), a privately owned biotechnology company headquartered in Taiwan. Plexbio was established to research, develop and manufacture IVD kits.
22. Inventories
Group | Company | ||||
30 June | 30 June | 30 June | 30 June | ||
2012 | 2011 | 2012 | 2011 | ||
£000 | £000 | £000 | £000 | ||
Raw materials | 497 | 30 | - | - | |
Work in progress | 621 | 60 | - | - | |
Finished goods | 14,296 | 10,605 | 13,539 | 10,474 | |
15,414 | 10,695 | 13,539 | 10,474 | ||
23. Financial assets
Trade and other receivables
Group | Company | ||||
30 June | 30 June | 30 June | 30 June | ||
2012 | 2011 | 2012 | 2011 | ||
£000 | £000 | £000 | £000 | ||
Amounts receivable for the sale of goods | 10,478 | 8,267 | 3,051 | 3,430 | |
Allowance for doubtful debts | (433) | (323) | (101) | (124) | |
10,045 | 7,944 | 2,950 | 3,306 | ||
Amounts owed by subsidiary undertakings | - | - | 6,278 | 6,408 | |
Other debtors | 2,701 | 886 | 1,198 | 373 | |
Prepayments | 1,540 | 1,080 | 778 | 756 | |
14,286 | 9,910 | 11,204 | 10,843 | ||
Trade receivables
The average credit period taken for sales is 34.0 days (2011: 35.0 days). No interest has been charged on the receivables. Trade receivables are provided for based on estimated irrecoverable amounts determined by reference to past default experience. The Group and Company have provided fully for all receivables over 90 days past due because historical experience is such that receivables that are past due beyond 90 days are generally not recoverable. Trade receivables between 30 days and 90 days are provided for based on estimated irrecoverable amounts from the sale of goods determined by reference to past default experience.
Credit limits for each customer are reviewed on a monthly basis. No customer represents more than 5% of the total balance of trade receivables.
The analysis below shows the balances included in debtors which are past due at the reporting date for which the Group or Company has not provided as there has not been a significant change in credit quality and the amounts are still considered recoverable. Neither the Group nor Company holds any collateral or other credit enhancements over these balances, nor do they have a legal right to offset against any amounts owed to the counterparty.
Ageing of past due but not impaired receivables
Group | Company | ||||
30 June | 30 June | 30 June | 30 June | ||
2012 | 2011 | 2012 | 2011 | ||
£000 | £000 | £000 | £000 | ||
0 to 30 days overdue | 1,721 | 1,302 | 454 | 378 | |
30 to 60 days overdue | 467 | 151 | 41 | - | |
2,188 | 1,453 | 495 | 378 | ||
Movement in the allowance for doubtful debts
Group | Company | ||||
30 June | 30 June | 30 June | 30 June | ||
2012 | 2011 | 2012 | 2011 | ||
£000 | £000 | £000 | £000 | ||
Balance at the beginning of the year | (323) | (297) | (124) | (107) | |
Acquisition of subsidiaries | (106) | - | - | - | |
Impairment (losses)/gains recognised through income statement | (4) | (42) | 17 | (28) | |
Exchange differences on translation of foreign operations | (3) | 12 | - | - | |
Amounts written off as uncollectable | 25 | 24 | 10 | 11 | |
Amounts recovered during the year | (22) | (20) | (4) | - | |
Balance at the end of the year | (433) | (323) | (101) | (124) | |
In determining the recoverability of a trade receivable the Group and Company consider any change in the credit quality of the receivable from the date credit was initially granted up to the reporting date. The concentration of credit risk is limited due to the customer base being large and unrelated. Accordingly, the Directors believe that there is no further credit provision required in excess of the allowance for doubtful debts.
Ageing of impaired receivables
Group | Company | ||||
30 June | 30 June | 30 June | 30 June | ||
2012 | 2011 | 2012 | 2011 | ||
£000 | £000 | £000 | £000 | ||
0 to 30 days overdue | 94 | 79 | 16 | 25 | |
30 to 60 days overdue | 178 | 152 | 51 | 68 | |
60 to 90 days overdue | 89 | 39 | 21 | 16 | |
More than 90 days overdue | 72 | 53 | 13 | 15 | |
433 | 323 | 101 | 124 | ||
The Directors consider that the carrying amount of trade and other receivables approximates their fair value.
24. Derivative financial instruments
Group and Company: 30 June 2012
Current | Non-current | ||||||
Asset | Liability | Asset | Liability | Total | |||
£000 | £000 | £000 | £000 | £000 | |||
Derivatives that are designated and effective as hedging instruments | |||||||
carried at fair value | |||||||
Forward exchange contracts | 708 | (20) | 204 | (10) | 882 | ||
Derivatives carried at fair value through profit and loss (FVTPL) | |||||||
Forward exchange contracts that are not designated in hedge accounting relationships | 175 | (66) | - | - | 109 | ||
883 | (86) | 204 | (10) | 991 | |||
Group and Company: 30 June 2011
Current | Non-current | |||||||
Asset | Liability | Asset | Liability | Total | ||||
£000 | £000 | £000 | £000 | £000 | ||||
Derivatives that are designated and effective as hedging instruments | ||||||||
carried at fair value | ||||||||
Forward exchange contracts | 60 | (573) | 21 | (152) | (644) | |||
Derivatives carried at fair value through profit and loss (FVTPL) | ||||||||
Forward exchange contracts that are not designated in hedge accounting relationships | ||||||||
123 | (226) | - | - | (103) | ||||
183 | (799) | 21 | (152) | (747) | ||||
Further details of derivative financial instruments are provided in note 27.
25. Deferred tax
The following are the major deferred tax liabilities and assets recognised by the Group and Company and movements thereon during the current and prior reporting periods.
Group
Accelerated | Cash | Other | |||
tax | flow | Share-based | timing | ||
depreciation | hedges | payment | differences | Total | |
£000 | £000 | £000 | £000 | £000 | |
At 30 June 2010 | (243) | (174) | 1,791 | 43 | 1,417 |
Acquisition of subsidiary | (18) | - | - | (406) | (424) |
Credit to income | 142 | - | 291 | 260 | 693 |
Credit to equity | - | 341 | 1,086 | - | 1,427 |
Exchange differences | 2 | - | (4) | (5) | (7) |
At 30 June 2011 | (117) | 167 | 3,164 | (108) | 3,106 |
Acquisition of subsidiaries | (601) | - | - | (10,341) | (10,942) |
(Charge)/credit to income | (120) | - | 229 | 376 | 485 |
Fair value adjustments (note 32) | - | - | - | (233) | (233) |
Charge to equity | - | (380) | (619) | - | (999) |
Exchange differences | (20) | - | 2 | 65 | 47 |
At 30 June 2012 | (858) | (213) | 2,776 | (10,241) | (8,536) |
Deferred tax assets and liabilities are offset where the Group has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
30 June | 30 June | 30 June | |
2012 | 2011 | 2010 | |
£000 | £000 | £000 | |
Deferred tax assets | 4,401 | 3,536 | 1,417 |
Deferred tax liabilities | (12,937) | (430) | - |
(8,536) | 3,106 | 1,417 |
The deferred tax liability of £12,937,000 (2011: £430,000) has been recognised in relation to the acquired intangible assets as a result of the acquisitions (note 32). Amounts released from this liability during the period were £374,000 (2011: £3,000), representing the decrease of the deferred tax liability in line with amortisation charged against the carrying value of the associated intangible assets.
Company
Accelerated | Cash | Other | |||
tax | flow | Share-based | timing | ||
depreciation | hedges | payment | differences | Total | |
£000 | £000 | £000 | £000 | £000 | |
At 30 June 2010 | (219) | (174) | 1,475 | (96) | 986 |
Credit to income | 157 | - | 267 | 131 | 555 |
Credit to equity | - | 341 | 774 | - | 1,115 |
At 30 June 2011 | (62) | 167 | 2,516 | 35 | 2,656 |
Credit/(charge) to income | 113 | - | 331 | (5) | 439 |
Charge to equity | - | (380) | (302) | - | (682) |
At 30 June 2012 | 51 | (213) | 2,545 | 30 | 2,413 |
At the balance sheet date, there are no aggregate temporary differences associated with undistributed earnings of subsidiaries for which a deferred tax liability has not been recognised (2011: £nil). No temporary differences exist in the current year as a result of a change to the UK tax legislation which largely exempts dividends from UK tax if received on or after 1 July 2009. The Directors believe that all dividends to be paid by the Company's subsidiaries will meet the criteria for exemption from UK tax.
26. Other financial liabilities
Trade and other payables
Group | Company | ||||
30 June | 30 June | 30 June | 30 June | ||
2012 | 2011 | 2012 | 2011 | ||
£000 | £000 | £000 | £000 | ||
Amounts falling due within one year | |||||
Trade payables | 4,148 | 3,534 | 3,175 | 3,160 | |
Amounts owed to subsidiary undertakings | - | - | 1,373 | 431 | |
Borrowings owed to subsidiary undertakings | - | - | 5,059 | - | |
Accruals and deferred income | 5,665 | 4,515 | 3,193 | 3,479 | |
Other taxes and social security | 333 | 271 | 274 | 265 | |
Other creditors | 580 | 15 | - | 1 | |
10,726 | 8,335 | 13,074 | 7,336 | ||
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. At 30 June 2012, the Group had an average of 34 days of purchases (2011: 37 days) outstanding in trade payables (excluding accruals and deferred income). Most suppliers do not charge interest for the first 60 days of the invoice. The Group has financial risk management policies in place to ensure that all payables are paid within the credit timeframe. The Directors consider that the carrying amount of trade and other payables approximates to their fair value.
27. Financial instruments
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern whilst maximising the return to stakeholders. The capital structure of the Group consists of cash and cash equivalents and equity attributable to the equity holders of the parent, comprising issued capital, reserves and retained earnings.
Significant accounting policies
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 3. Foreign exchange contracts are measured using quoted forward exchange rates and the yield curves derived from quoted interest rates matching maturities of these contracts.
Categories of financial instruments
Group | Company | ||||||||
carrying value | carrying value | ||||||||
30 June | 30 June | 30 June | 30 June | ||||||
2012 | 2011 | 2012 | 2011 | ||||||
£000 | £000 | £000 | £000 | ||||||
Financial assets | |||||||||
Loans and receivables | |||||||||
Amounts owed by subsidiary undertakings | - | - | 6,278 | 6,408 | |||||
Trade receivables | 10,045 | 7,944 | 2,950 | 3,306 | |||||
VAT recoverable (included in other debtors) | 1,244 | 515 | 1,171 | 361 | |||||
11,289 | 8,459 | 10,399 | 10,075 | ||||||
Cash and cash equivalents | |||||||||
Cash and cash equivalents and term deposits | 17,480 | 55,569 | 9,005 | 53,578 | |||||
Loans and receivables (including cash and cash equivalents) | 28,769 | 64,028 | 19,404 | 63,653 | |||||
Financial liabilities | |||||||||
Other financial liabilities at amortised cost | |||||||||
Trade and other payables* | (5,061) | (3,820) | (3,449) | (3,426) | |||||
Current tax liabilities | (3,791) | (2,918) | (3,850) | (2,876) | |||||
Amortised cost | (8,852) | (6,738) | (7,299) | (6,302) | |||||
* Financial liabilities at amortised cost within trade and other payables consist of trade payables, intercompany payables, other taxes and other payables.
The Directors consider there to be no material difference between the book value and the fair value of the Group's financial assets and liabilities at the balance sheet date. This is because most of the financial assets and liabilities are short term.
Fair value measurements recognised in the balance sheet
Financial instruments that are measured subsequent to initial recognition at fair value have been classified using a fair value hierarchy that reflects the significance of the inputs used in measuring the fair value of those instruments. The fair value hierarchy has the following levels:
·; Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
·; Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
·; Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable market inputs).
The Group's derivatives meet the definition of Level 2, as outlined above. There were no transfers between Level 1 and 2 during the year.
Risk in relation to the use of financial instruments
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group or the Company. Trade receivables consist of a large number of customers spread across diverse geographical areas. The Group does not have a significant credit risk exposure to any single counterparty. Ongoing credit evaluation is performed on the financial condition of accounts receivable and consideration is given as to whether there is any impairment in the value of any amounts owing.
The standard payment terms for receivables other than intra-group balances are 30 days. Any variation in these terms requires authorisation by senior management. Year-end debtor days are 34.0 days (2011: 35.0 days). All overdue debts are provided for where collectability is considered doubtful or the value of the debt is impaired. Objective evidence of impairment could include the Group's past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period of 34.0 days, as well as observable changes in international or local economic conditions.
The standard payment terms for intra-group receivables are 45 days. There is not considered to be any risk of impairment of these receivables unless the financial assets of the entity holding the corresponding liability are impaired.
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are major financial institutions. Funds are split between at least two institutions. The carrying amount best represents the maximum exposure to credit risk.
Market risk
The Group's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Group enters into forward exchange contracts to hedge the exchange rate risk arising on the sales of goods and services denominated in US Dollars, Euros and Japanese Yen.
Foreign currency risk management
The Group undertakes certain transactions denominated in foreign currencies. The Group's policy is to maintain natural hedges where possible, by matching foreign currency revenue and expenditure. Exchange rate exposures are managed within approved policy parameters utilising forward exchange contracts.
The carrying amounts of the Group's foreign currency denominated monetary assets and liabilities at the reporting date, not denominated in the local functional currency, are as follows:
Liabilities | Assets | |||||
30 June | 30 June | 30 June | 30 June | |||
2012 | 2011 | 2012 | 2011 | |||
£000 | £000 | £000 | £000 | |||
Euros | (243) | (179) | 2,400 | 2,493 | ||
US Dollars | (3,455) | (2,074) | 13,114 | 6,030 | ||
Japanese Yen | (77) | (49) | 2,229 | 1,794 | ||
Hong Kong Dollars | - | (4) | 34 | 56 | ||
(3,775) | (2,306) | 17,777 | 10,373 | |||
Foreign currency sensitivity analysis
The Group's principal functional currency is Sterling. The Group is mainly exposed to US Dollars and Euros but has an increasing exposure to Japanese Yen. Since opening an office in Hong Kong, the Group is also exposed to Hong Kong Dollars. This exposure is not considered material and hence is not included in the analysis below.
The following table details the Group's sensitivity to an 8% increase and decrease in the Sterling exchange rate against the relevant foreign currencies on the Group's profit before tax and equity. 8% represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and forward exchange contracts in the balance sheet at the end of the relevant accounting period and adjusts their translation at the period end for an 8% change in foreign currency rates. It does not represent the overall impact on Group profitability if the exchange rate sensitivity had been applied through the reporting period. A positive number indicates an increase in profit or equity.
Yen currency impact | Euro currency impact | US Dollar currency impact | |||||||
2012 | 2011 | 2012 | 2011 | 2012 | 2011 | ||||
£000 | £000 | £000 | £000 | £000 | £000 | ||||
Effect of an 8% strengthening in relevant exchange rate on: | |||||||||
Profit or loss | 35 | - | - | - | 45 | - | |||
Other equity | 535 | 407 | 1,289 | 1,305 | 1,266 | 785 | |||
Effect of an 8% weakening in relevant exchange rate on: | |||||||||
Profit or loss | (42) | - | - | - | (53) | - | |||
Other equity | (628) | (478) | (1,513) | (1,532) | (1,486) | (922) | |||
In management's opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk since it is limited to the year-end exposure and does not reflect the exposure during the year.
Forward exchange contracts
It is the policy of the Group to enter into forward exchange contracts to manage the risk associated with anticipated sales transactions out to 15 months within 30% to 80% of the exposure generated. Upon maturity of a forward exchange contract, the Group may enter into a new contract designated as a separate hedging relationship.
Foreign currency forward contracts are valued using quoted forward exchange rates and the yield curves derived from quoted interest rates matching maturities of the contracts.
The following table details the forward exchange contracts outstanding as at the year end:
Foreign | Contract | Fair | ||
Average | currency | value | value | |
rate | 30 June | 30 June | 30 June | |
30 June | 2012 | 2012 | 2012 | |
Outstanding contracts | 2012 | 000 | £000 | £000 |
Sell US Dollars | ||||
Less than 3 months | 1.58 | $5,977 | 3,780 | (29) |
3 to 6 months | 1.56 | $6,050 | 3,879 | 23 |
7 to 12 months | 1.56 | $12,400 | 7,951 | 43 |
13 to 15 months | 1.56 | $6,350 | 4,071 | 20 |
1.56 | $30,777 | 19,681 | 57 | |
Sell Euros | ||||
Less than 3 months | 1.16 | €4,758 | 4,091 | 243 |
3 to 6 months | 1.19 | €4,825 | 4,050 | 143 |
7 to 12 months | 1.19 | €9,925 | 8,340 | 284 |
13 to 15 months | 1.19 | €5,075 | 4,258 | 129 |
1.19 | €24,583 | 20,739 | 799 | |
Sell Yen | ||||
Less than 3 months | 128.26 | ¥209,486 | 1,633 | (42) |
3 to 6 months | 121.79 | ¥215,350 | 1,768 | 42 |
7 to 12 months | 121.42 | ¥448,700 | 3,696 | 89 |
13 to 15 months | 121.03 | ¥233,575 | 1,930 | 46 |
122.65 | ¥1,107,111 | 9,027 | 135 | |
Total of outstanding forward contracts | 49,447 | 991 |
Foreign | Contract | Fair | ||
Average | currency | value | value | |
rate | 30 June | 30 June | 30 June | |
30 June | 2011 | 2011 | 2011 | |
Outstanding contracts | 2011 | 000 | £000 | £000 |
Sell US Dollars | ||||
Less than 3 months | 1.55 | $5,400 | 3,482 | 115 |
3 to 6 months | 1.59 | $4,385 | 2,759 | 23 |
7 to 12 months | 1.59 | $9,173 | 5,778 | 43 |
13 to 15 months | 1.58 | $4,352 | 2,747 | 21 |
1.58 | $23,310 | 14,766 | 202 | |
Sell Euros | ||||
Less than 3 months | 1.17 | €4,618 | 3,934 | (235) |
3 to 6 months | 1.15 | €4,297 | 3,726 | (147) |
7 to 12 months | 1.16 | €9,028 | 7,808 | (309) |
13 to 15 months | 1.16 | €4,208 | 3,634 | (140) |
1.16 | €22,151 | 19,102 | (831) | |
Sell Yen | ||||
Less than 3 months | 137.24 | ¥244,476 | 1,781 | (108) |
3 to 6 months | 128.48 | ¥170,555 | 1,328 | 7 |
7 to 12 months | 128.91 | ¥356,772 | 2,768 | (5) |
13 to 15 months | 129.29 | ¥161,536 | 1,249 | (12) |
130.98 | ¥933,339 | 7,126 | (118) | |
Total of outstanding forward contracts | 40,994 | (747) |
At 30 June 2012, the fair value of contracts held as cash flow hedges is an asset of £883,000 (2011: liability of £644,000). The remaining contracts are not held as cash flow hedges.
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built an appropriate liquidity risk management framework for the management of the Group's short, medium and long-term funding and liquidity management requirements.
The Group manages liquidity risk by maintaining adequate reserves and banking facilities, continuously monitoring cash flows and matching the maturity profiles of financial assets and liabilities.
The Group and Company hold cash deposits at call or with a maturity of up to five years. At 30 June 2012, the average maturity of balances was 856 days (2011: 83 days) of fixed rate deposits not sensitive to changes in interest rates. Sufficient funds are readily available to the Company to meet operational requirements.
Trade payables are normally payable within 30 days of invoice and the standard payment terms for intra-group receivables are 45 days.
Liquidity and interest risk tables - financial liabilities
All balances are capital and do not include accrued interest.
Weighted | |||||
average | |||||
interest | On demand | 1 to 3 | 3 months | ||
rate | 1 month | months | to 1 year | Total | |
% | £000 | £000 | £000 | £000 | |
Group | |||||
2012 | |||||
Trade payables | - | (3,948) | (180) | (20) | (4,148) |
Accruals and deferred income | - | (2,057) | (1,390) | (2,218) | (5,665) |
(6,005) | (1,570) | (2,238) | (9,813) | ||
Company | |||||
2012 | |||||
Trade payables | - | (3,073) | (96) | (6) | (3,175) |
Accruals and deferred income | - | (1,202) | (1,185) | (806) | (3,193) |
(4,275) | (1,281) | (812) | (6,368) |
Weighted | |||||
average | |||||
interest | On demand | 1 to 3 | 3 months | ||
rate | 1 month | months | to 1 year | Total | |
% | £000 | £000 | £000 | £000 | |
Group | |||||
2011 | |||||
Trade payables | - | (3,296) | (237) | (1) | (3,534) |
Accruals and deferred income | - | (2,764) | (163) | (1,588) | (4,515) |
(6,060) | (400) | (1,589) | (8,049) | ||
Company | |||||
2011 | |||||
Trade payables | - | (2,981) | (177) | (2) | (3,160) |
Accruals and deferred income | - | (2,377) | (108) | (994) | (3,479) |
(5,358) | (285) | (996) | (6,639) |
Interest rate risk sensitivity analysis
An increase of 0.25% in the average interest rate during the year would have resulted in an increase in interest received by the Group of £91,000 (2011: £120,000) and by the Company of £78,000 (2011: £115,000). A decrease of 0.25% in the average interest rate during the year would have resulted in a reduction in interest received by the Group of £91,000 (2011: £120,000) and by the Company of £78,000 (2011: £115,000). There would have been no effect on equity reserves.
The average cash and term deposits balance throughout the year has been used as the basis for the calculations. A 0.25% increase or decrease in interest rates represents management's assessment of the reasonably possible change in interest rates.
28. Share capital
Group and Company
30 June | 30 June | |
2012 | 2011 | |
£000 | £000 | |
Issued and fully paid: | ||
198,211,177 (2011:181,724,652) ordinary shares of 0.2 pence each | 397 | 364 |
The movement during the year on the Company's issued and fully paid shares was as follows:
2012 | 2012 | 2011 | |
Number | £000 | £000 | |
Balance at beginning of year | 181,724,652 | 364 | 360 |
Issue of share capital | 16,486,525 | 33 | 4 |
Balance at end of year | 198,211,177 | 397 | 364 |
The Company has one class of ordinary shares which carry no right to fixed income.
During the year the Company issued 0.2 pence ordinary shares as follows:
Exercise | Total | ||
Number | price | paid | |
Date issued | of shares | £ | £ |
September 2011 | 1,157,481* | 3.4558 | 4,000,023 |
September 2011 | 2,800 | 0.125 | 350 |
September 2011 | 3,000 | 0.624 | 1,872 |
September 2011 | 20,150 | 0.624 | 12,574 |
September 2011 | 500 | 0.624 | 312 |
October 2011 | 8,600 | 0.125 | 1,075 |
October 2011 | 3,215 | 0.56 | 1,800 |
October 2011 | 1,000 | 0.624 | 624 |
October 2011 | 15,410 | 0.624 | 9,616 |
October 2011 | 12,555 | 0.624 | 7,834 |
October 2011 | 1,000 | 0.624 | 624 |
October 2011 | 138,558** | 3.448 | 477,721 |
November 2011 | 3,655 | 0.448 | 1,637 |
November 2011 | 19,600 | 0.924 | 18,110 |
November 2011 | 48,785 | 0.924 | 45,077 |
November 2011 | 25,500 | 0.924 | 23,562 |
November 2011 | 6,250 | 0.624 | 3,900 |
November 2011 | 57,440 | 0.924 | 53,075 |
November 2011 | 3,150 | 0.924 | 2,911 |
November 2011 | 45,175 | 0.924 | 41,742 |
November 2011 | 22,035 | 0.924 | 20,360 |
November 2011 | 4,385 | 0.448 | 1,964 |
November 2011 | 6,250 | 0.924 | 5,775 |
November 2011 | 19,585 | 0.924 | 18,097 |
November 2011 | 243 | 0.624 | 152 |
November 2011 | 18,250 | 0.924 | 16,863 |
November 2011 | 13,180 | 0.924 | 12,178 |
November 2011 | 3,400 | 0.56 | 1,904 |
November 2011 | 2,750 | 0.924 | 2,541 |
November 2011 | 30,000 | 0.002 | 60 |
November 2011 | 119,010 | 0.924 | 109,965 |
January 2012 | 14,620 | 0.448 | 6,550 |
March 2012 | 2,500 | 0.924 | 2,310 |
March 2012 | 300 | 0.924 | 277 |
March 2012 | 7,411 | 0.924 | 6,848 |
March 2012 | 12,449 | 0.924 | 11,503 |
March 2012 | 30,560 | 0.56 | 17,114 |
March 2012 | 6,230 | 0.624 | 3,888 |
March 2012 | 3,500 | 0.924 | 3,234 |
March 2012 | 5,445 | 0.924 | 5,031 |
March 2012 | 2,500 | 0.924 | 2,310 |
April 2012 | 2,295 | 0.56 | 1,285 |
April 2012 | 1,500 | 0.624 | 936 |
April 2012 | 2,800 | 0.125 | 350 |
April 2012 | 1,215 | 0.624 | 758 |
April 2012 | 1,000 | 0.624 | 624 |
April 2012 | 9,500 | 0.924 | 8,778 |
April 2012 | 3,450 | 0.624 | 2,153 |
April 2012 | 2,650 | 0.624 | 1,654 |
April 2012 | 11,695 | 0.448 | 5,239 |
April 2012 | 14,498,923*** | 3.5475 | 51,434,929 |
April 2012 | 7,450 | 0.624 | 4,649 |
April 2012 | 1,000 | 0.924 | 924 |
April 2012 | 2,600 | 0.05 | 130 |
May 2012 | 22,920 | 0.624 | 14,302 |
May 2012 | 1,750 | 0.924 | 1,617 |
May 2012 | 3,300 | 0.56 | 1,848 |
May 2012 | 2,300 | 0.624 | 1,435 |
May 2012 | 11,750 | 0.924 | 10,857 |
16,486,525 | 56,445,831 |
* Shares issued as part consideration for the acquisition of Ascent Scientific Limited. For further details refer to note 32.
** New shares issued and held by the employee benefit trust to satisfy the Company's obligations under the Free Shares and Matching Shares elements of the SIP.
*** Shares issued as part consideration for the acquisition of Epitomics Inc. For further details refer to note 32.
Further details of the Company's share option schemes are provided in note 34.
29. Share premium
Group and Company
£000 | |
Balance at 1 July 2010 | 12,920 |
Premium arising on issue of equity shares | 2,480 |
Balance at 1 July 2011 | 15,400 |
Premium arising on issue of equity shares | 56,413 |
Balance at 30 June 2012 | 71,813 |
There were no costs of issue incurred during the year or the previous year.
30. Own shares
Group and Company
£000 | |
Balance at 1 July 2011 | (1,165) |
Acquired in the period | (478) |
Disposed of on exercise of options | 57 |
Balance at 30 June 2012 | (1,586) |
This balance represents the cost of 866,435 shares with a nominal value of £1,733 in Abcam plc (2011: 670,472) which were issued by the Company at market value and held by the Abcam Employee Share Benefit Trust. These shares are held in order to satisfy the Free Shares and Matching Shares elements of the SIP. See note 34 for further details of this scheme.
31. Retained earnings and other reserves
Group
Share-based | ||||||||
Translation | payments | Hedging | Deferred tax | Retained | ||||
reserve1 | reserve2 | reserve3 | reserve4 | earnings | Total | |||
Notes | £000 | £000 | £000 | £000 | £000 | £000 | ||
Balance as at 1 July 2010 | 247 | 1,806 | 445 | 1,550 | 36,584 | 40,632 | ||
Exchange differences on translation of foreign operations | 4 | (21) | - | - | - | (17) | ||
Share-based payments charge | - | 1,146 | - | - | - | 1,146 | ||
Deferred tax asset recognised | - | - | 341 | 1,086 | - | 1,427 | ||
Current tax deduction for exercise of share options | - | (50) | - | - | 1,525 | 1,475 | ||
Profit for the year | - | - | - | - | 23,805 | 23,805 | ||
Own shares disposed of on exercise of options | - | - | - | - | (8) | (8) | ||
Increase in fair value of hedging derivatives | - | - | (1,263) | - | - | (1,263) | ||
Payment of dividends | 15 | - | - | - | - | (7,876) | (7,876) | |
Balance as at 1 July 2011 | 251 | 2,881 | (477) | 2,636 | 54,030 | 59,321 | ||
Exchange differences on translation of foreign operations | 495 | 12 | - | - | - | 507 | ||
Share-based payments charge | - | 1,556 | - | - | - | 1,556 | ||
Deferred tax asset recognised | - | - | (380) | (619) | - | (999) | ||
Current tax deduction for exercise of share options | - | - | - | - | 388 | 388 | ||
Profit for the year | - | - | - | - | 25,406 | 25,406 | ||
Own shares disposed of on exercise of options | - | - | - | - | (57) | (57) | ||
Decrease in fair value of hedging derivatives | - | - | 1,528 | - | - | 1,528 | ||
Payment of dividends | 15 | - | - | - | - | (10,061) | (10,061) | |
Balance as at 30 June 2012 | 746 | 4,449 | 671 | 2,017 | 69,706 | 77,589 | ||
1 Exchange differences on translation of overseas operations.
2 IFRS 2 charge for fair value of share-based options and awards.
3 Gains and losses recognised on cash flow hedges and associated deferred tax assets and liabilities created.
4 Portion of deferred tax asset arising on outstanding share options and share options exercised and not taken to profit and loss in accordance with IAS 12.
Company
Share-based | ||||||||
Translation | payments | Deferred tax | Retained | |||||
reserve1 | reserve2 | reserve3 | earnings | Total | ||||
Notes | £000 | £000 | £000 | £000 | £000 | |||
Balance as at 1 July 2010 | 1,731 | 445 | 1,315 | 36,836 | 40,327 | |||
Share-based payments charge | 1,026 | - | - | - | 1,026 | |||
Share-based payments charge recognised on behalf of subsidiaries | 120 | - | - | - | 120 | |||
Deferred tax asset recognised | - | 341 | 774 | - | 1,115 | |||
Current tax deduction for exercise of share options | - | - | - | 1,106 | 1,106 | |||
Profit for the year | - | - | - | 23,929 | 23,929 | |||
Own shares disposed of on exercise of options | - | - | - | (8) | (8) | |||
Increase in fair value of hedging derivatives | - | (1,263) | - | - | (1,263) | |||
Payment of dividends | 15 | - | - | - | (7,876) | (7,876) | ||
Balance as at 1 July 2011 | 2,877 | (477) | 2,089 | 53,987 | 58,476 | |||
Share-based payments charge | 1,380 | - | - | - | 1,380 | |||
Share-based payments charge recognised on behalf of subsidiaries | 129 | - | - | - | 129 | |||
Deferred tax asset recognised | - | (380) | (302) | - | (682) | |||
Current tax deduction for exercise of share options | - | - | - | 357 | 357 | |||
Profit for the year | - | - | - | 24,501 | 24,501 | |||
Own shares disposed of on exercise of options | - | - | - | (57) | (57) | |||
Decrease in fair value of hedging derivatives | - | 1,528 | - | - | 1,528 | |||
Payment of dividends | 15 | - | - | - | (10,061) | (10,061) | ||
Balance as at 30 June 2012 | 4,386 | 671 | 1,787 | 68,727 | 75,571 | |||
1 IFRS 2 charge for fair value of share-based options and awards.
2 Gains and losses recognised on cash flow hedges and associated deferred tax assets and liabilities created.
3 Portion of deferred tax asset arising on outstanding share options and share options exercised and not taken to profit and loss in accordance with IAS 12.
32. Acquisition of subsidiaries during the year
Ascent Scientific Limited
On 12 September 2011, the Company acquired 100% of the issued share capital of Ascent Scientific Limited (Ascent) for total consideration of £10m. Total consideration comprised £6m cash and 1,157,481 Abcam plc ordinary shares of 0.2 pence each with a fair value of £4m being derived from the rolling 25 day average price of 345.58 pence per share terminating three trading days prior to completion.
Ascent, a UK-based company, focuses on building a range of high quality biochemicals for use by scientific researchers for modulating the function of proteins. The acquisition further extends the Group's product portfolio and is in line with the strategy of becoming the world's leading life science reagents company.
The table below summarises the consideration paid for Ascent as well as the amounts recognised at the acquisition date of the assets acquired and liabilities assumed.
Under IFRS 3 (revised) Abcam has a period of twelve months to finalise the provisional fair values of the assets and liabilities acquired.
Provisional fair value | ||
£000 | ||
Recognised amounts of identifiable assets acquired and liabilities assumed | ||
Non-current assets | ||
Intangible assets | 2,241 | |
Property, plant and equipment | 136 | |
Current assets | ||
Inventories | 511 | |
Trade and other receivables | 263 | |
Cash and cash equivalents | 199 | |
Current liabilities | ||
Trade and other payables | (189) | |
Current tax liabilities | (44) | |
Borrowings | (14) | |
Non-current liabilities | ||
Borrowings | (86) | |
Deferred tax liability | (606) | |
Total identifiable net assets | 2,411 | |
Goodwill | 7,589 | |
Total consideration | 10,000 | |
Settled by: | ||
Cash | 6,000 | |
Equity instruments (1,157,481 ordinary shares of Abcam plc) | 4,000 | |
Total consideration transferred | 10,000 | |
Net cash outflow arising on acquisition | ||
Cash consideration | 6,000 | |
Less: cash and cash equivalent balances acquired, net of borrowings | (99) | |
5,901 |
The goodwill of £7,589,000 arising from the acquisition represents the acquired product pipeline opportunities, a highly knowledgeable workforce and the going concern value to perpetuity relating to the identified intangible assets with assumed finite useful lives. None of the goodwill recognised is expected to be deductible for tax purposes.
Acquisition-related costs totalling £146,000 are included within administrative expenses in the consolidated income statement for the year ended 30 June 2012. No further acquisition-related costs have been incurred since the balance sheet date.
The fair value of trade and other receivables is £263,000 which includes trade receivables with a fair value of £131,000 and a gross contractual value of £168,000, of which £37,000 is expected to be uncollectable.
During the period from the date of acquisition to the balance sheet date, Ascent contributed £1,373,000 to the Group's revenue from sales to third parties and a profit of £18,000 to the Group's profit before tax, after amortisation of intangibles of £360,000.
If Ascent had been consolidated from 1 July 2011, Group revenues for the period would have been £98,127,000 and Group profit before tax would have been £34,573,000 after amortisation of intangibles of £1,047,000.
Epitomics Inc
On 19 April 2012, the Company acquired 100% of the issued share capital of Epitomics Inc for total consideration of US$170.0m (£108.9m). Total consideration comprised US$92.5m (£57.5m) cash and 14,498,923 Abcam plc ordinary shares of 0.2 pence with a value of US$77.5m based upon the average of the high and low trading prices of Abcam ordinary shares on the Alternative Investment Market of the London Stock Exchange for the five trading days ending on 2 March 2012, being the date of execution of the Merger Agreement and a fair value of £51.4m based on the closing share price on the date of acquisition in accordance with IFRS 3.
Epitomics Inc based in the USA, with operations in China, is focused on the development, production and distribution of monoclonal antibodies (RabMAbs®). It has three core business units: reagents (antibodies), custom antibodies and in vitro diagnostics immunohistochemistry (IVD IHC). The reagents (antibodies) business unit develops and distributes RabMAbs® for academic and pharmaceutical research applications. The custom antibodies business unit develops RabMAbs® to address customers' specific needs where catalogue antibodies are not suitable and provides solutions for research and diagnostic applications. The IVD business unit provides RabMAbs® primarily for clinical diagnosis and prognosis of certain cancers including colon, prostate, ovarian and lymphoma. Additionally, Epitomics generates income from certain royalty payments and licence deals that it has with life science tools companies that pay to utilise aspects of Epitomics's patented RabMAb® technology in the development and manufacture of their own antibodies.
Epitomics represents a highly compelling strategic fit for the Group and supports the Company's vision of becoming the world's leading life science reagents company. The acquisition provides the Group with extensive know-how in RabMAb® technology and will help to diversify the Group's product offering and customer base. Epitomics also provides the Group with a custom antibody service offering and a high quality entry-point to the IVD IHC market. The Group intends to leverage its existing customer base and strong global marketing and distribution expertise with Epitomics's RabMAb® products, technology and product pipeline.
The table below summarises the consideration paid for Epitomics Inc as well as the amounts recognised at the acquisition date of the assets acquired and liabilities assumed.
Under IFRS 3 (revised) Abcam has a period of twelve months to finalise the provisional fair values of the assets and liabilities acquired.
Provisional fair value | ||
£000 | ||
Recognised amounts of identifiable assets acquired and liabilities assumed | ||
Non-current assets | ||
Intangible assets | 30,184 | |
Property, plant and equipment | 2,532 | |
Deferred tax asset | 1,023 | |
Current assets | ||
Available-for-sale investment | 662 | |
Inventories | 2,109 | |
Trade and other receivables | 3,230 | |
Current tax prepaid | 502 | |
Cash and cash equivalents | 7,800 | |
Term deposits | 4,647 | |
Deferred tax asset | 683 | |
Current liabilities | ||
Trade and other payables | (4,843) | |
Non-current liabilities | ||
Deferred tax liability | (12,065) | |
Total identifiable net assets | 36,464 | |
Goodwill | 72,478 | |
Total consideration | 108,942 | |
Settled by: | ||
Cash | 57,507 | |
Equity instruments (14,498,923 ordinary shares of Abcam plc) | 51,435 | |
Total consideration transferred | 108,942 | |
Net cash outflow arising on acquisition | ||
Cash consideration | 57,507 | |
Less: cash and cash equivalent balances and term deposits acquired | (12,447) | |
45,060 |
The goodwill of £72,478,000 arising from the acquisition represents the acquired product pipeline opportunities, a highly knowledgeable workforce and the going concern value to perpetuity relating to the identified intangible assets with assumed finite useful lives. None of the goodwill recognised is expected to be deductible for tax purposes.
Acquisition-related costs totalling £3,213,000 are included within administrative expenses in the consolidated income statement for the year ended 30 June 2012. No further acquisition-related costs have been incurred since the balance sheet date.
The fair value of trade and other receivables is £3,230,000 which includes trade receivables with a fair value of £2,176,000 and a gross contractual value of £2,245,000, of which £69,000 is expected to be uncollectable.
During the period from the date of acquisition to the balance sheet date, Epitomics contributed £3,246,000 to the Group's revenue from sales to third parties and a profit of £496,000 to the Group's profit before tax, after amortisation of intangibles of £476,000.
If Epitomics had been consolidated from 1 July 2011, Group revenues for the period would have been £110,468,000 and Group profit before tax would have been £34,584,000, after amortisation of intangibles of £3,356,000.
Details of prior year acquisition
On 23 May 2011, the Company acquired 100% of the issued share capital of MitoSciences Inc for total consideration of US$6.0m (£3.7m). Total consideration comprised US$4.2m (£2.6m) cash and 279,521 Abcam plc ordinary shares of 0.2 pence with a fair value of US$1.8m (£1.1m) based on the rolling five day average price of 397.1 pence per share terminating three days prior to completion. At the balance sheet date a further $0.06m (£0.04m) cash consideration had been recognised as a result of adjustments made following the post-acquisition completion review.
MitoSciences Inc, based in the USA, is recognised as one of the leading providers of mitochondrial research tools focusing on areas of metabolism and apoptosis. The acquisition supports the Group's strategy of becoming the world's leading life science reagents company and will serve to enhance the exceptional range of such products available to new and existing customers. The combined entity is a market leader in mitochondrial research and the acquisition has extended the Group's manufacturing and product development capability, particularly in the area of assay development.
The table below summarises the consideration paid for MitoSciences Inc as well as the amounts recognised at the acquisition date of the assets acquired and liabilities assumed. In accordance with IFRS 3 (revised), the Company has considered all pertinent factors in relation to information obtained after the acquisition date which would affect the provisional values reported. During the permitted measurement period of one year from the acquisition date, adjustments have been made to the provisional values and these are summarised in the table below:
Provisional | Fair | ||
values | value | Final | |
reported | adjustments | values | |
£000 | £000 | £000 | |
Recognised amounts of identifiable assets acquired and liabilities assumed | |||
Non-current assets | |||
Intangible assets | 1,668 | - | 1,668 |
Property, plant and equipment | 146 | 2 | 148 |
Current assets | |||
Inventories | 235 | (11) | 224 |
Trade and other receivables | 194 | - | 194 |
Cash and cash equivalents | 122 | - | 122 |
Deferred tax asset | 9 | - | 9 |
Current liabilities | |||
Trade and other payables | (211) | 15 | (196) |
Current tax liabilities | (74) | - | (74) |
Non-current liabilities | |||
Deferred tax liability | (433) | (233) | (666) |
Total identifiable net assets | 1,656 | (227) | 1,429 |
Goodwill | 2,062 | 227 | 2,289 |
Total consideration | 3,718 | - | 3,718 |
Settled by: | |||
Cash | 2,570 | - | 2,570 |
Deferred cash consideration | 38 | - | 38 |
Equity instruments (279,521 ordinary shares of Abcam plc) | 1,110 | - | 1,110 |
Total consideration transferred | 3,718 | - | 3,718 |
Net cash outflow arising on acquisition | |||
Cash consideration | 2,570 | - | 2,570 |
Less: cash and cash equivalent balances acquired | (122) | - | (122) |
2,448 | - | 2,448 |
The revised goodwill of £2,289,000 arising from the acquisition represents the acquired product pipeline opportunities, expanded customer base and a highly knowledgeable workforce. None of the goodwill recognised is expected to be deductible for tax purposes.
Acquisition-related costs totalling £202,000 are included within administrative expenses in the consolidated income statement for the year ended 30 June 2011. Further acquisition-related costs of £38,000 have been incurred in the year ended 30 June 2012.
The fair value of trade and other receivables is £194,000 which includes trade receivables with a fair value of £190,000 and a gross contractual value of £203,000 of which £13,000 is expected to be uncollectable.
During the period from the date of acquisition to 30 June 2011, MitoSciences Inc contributed £162,000 to the Group's revenue from sales to third parties and £31,000 to the Group's profit before tax.
If MitoSciences Inc had been consolidated from 1 July 2010, Group revenues for the year ended 30 June 2011 would have been £84,758,000 and Group profit before tax £32,048,000, after amortisation of intangibles.
33. Note to the cash flow statement
Group | Company | |||||
30 June | 30 June | 30 June | 30 June | |||
2012 | 2011 | 2012 | 2011 | |||
£000 | £000 | £000 | £000 | |||
Operating profit for the year | 34,235 | 31,713 | 29,275 | 28,355 | ||
Adjustments for: | ||||||
Depreciation of property, plant and equipment | 1,474 | 1,380 | 1,064 | 1,189 | ||
Loss on disposal of property, plant and equipment | - | 8 | - | - | ||
Amortisation of intangible assets | 1,244 | 210 | 312 | 197 | ||
Impairment losses on intangible assets | - | 38 | - | 38 | ||
Decrease in provisions | 5 | 25 | 5 | 25 | ||
Change in fair value of derivatives outstanding at year end | (210) | (74) | (210) | (74) | ||
Share-based payments charge | 1,556 | 1,146 | 1,381 | 1,026 | ||
Operating cash flows before movements in working capital | 38,304 | 34,446 | 31,827 | 30,756 | ||
Increase in inventories | (2,048) | (1,388) | (3,066) | (1,432) | ||
Increase in receivables | (736) | (1,628) | (413) | (1,181) | ||
(Decrease)/increase in payables | (2,966) | 1,423 | 5,389 | 1,394 | ||
Cash generated by operations | 32,554 | 32,853 | 33,737 | 29,537 | ||
Income taxes paid | (8,017) | (7,370) | (6,577) | (6,044) | ||
Finance costs paid | (73) | - | (117) | - | ||
Net cash inflow from operating activities | 24,464 | 25,483 | 27,043 | 23,493 | ||
34. Share-based payments
Equity-settled share option scheme
The Company operates a number of share option schemes for certain employees of the Group. The share-based payments charge relates to option awards from the EMI scheme, Unapproved Share Option Plan, the Abcam Inc share scheme, the Abcam 2005 share option scheme, the SAYE scheme, the Abcam Company Share Option Plan (CSOP), the LTIP and the SIP. Option grants under each scheme have been aggregated.
The vesting period for grants under the SAYE scheme is either three years or five years, as selected by the employee at the date of grant. Those options with performance criteria vest when the criteria are met. The vesting period for all other options is from one to three years. If the options remain unexercised after a period of ten years from the date of grant the options expire. Options are forfeited if the employee leaves the Group before the options vest.
The volatility of the options is based on the long-term average volatility in the share price of five quoted companies that are considered to have a reasonable comparability with Abcam plc. The dividend yield is based on Abcam's actual dividend yield in the past.
The risk-free rate is the yield on UK Government Gilts at each date of grant. The employee exercise multiple is based on published statistics for a portfolio of companies. The employee exit rate is based on management's expectations and, in accordance with IFRS 2, is applied after vesting.
The Group recorded a total share-based payments expense of £1,556,000 in the year (2011: £1,146,000), of which £1,370,000 (2011: £985,000) was included within administration and management expenses and £186,000 (2011: £161,000) was included within R&D expenses.
Summary of all schemes, excluding SIP and LTIP
Options outstanding as at 30 June 2012 had an exercise price of between 5 pence and 370 pence (2011: 5 pence and 345 pence). The weighted average remaining contractual life is 6.69 years (2011: 7.08 years). The weighted average fair value of the options outstanding at the end of the year was 57.18 pence (2011: 41.28 pence). The Group recorded a total share-based payments expense of £310,000(2011: £252,000) in the year relating to all schemes excluding the SIP and LTIP.
2012 | 2011 | ||||
Weighted | Weighted | ||||
average | average | ||||
Number of | exercise | Number of | exercise | ||
share | price | share | price | ||
options | pence | options | pence | ||
Outstanding at beginning of year | 3,019,754 | 126.16 | 4,319,510 | 83.11 | |
Granted during year | 467,400 | 370.00 | 386,849 | 345.00 | |
Forfeited during year | (194,019) | 237.63 | (130,605) | 164.35 | |
Exercised during year | (675,053) | 79.97 | (1,556,000) | 57.51 | |
Outstanding at the end of year | 2,618,082 | 173.35 | 3,019,754 | 126.16 | |
Exercisable at end of year | 1,323,857 | 63.09 | 1,274,530 | 57.46 | |
Enterprise Management Incentive (EMI) scheme
2012 | 2011 | ||||
Weighted | Weighted | ||||
average | average | ||||
Number of | exercise | Number of | exercise | ||
share | price | share | price | ||
options | pence | options | pence | ||
Outstanding at beginning of year | 489,425 | 56.33 | 1,420,840 | 55.30 | |
Forfeited during year | - | - | - | - | |
Exercised during year | (129,438) | 53.66 | (931,415) | 54.77 | |
Outstanding at the end of year | 359,987 | 57.29 | 489,425 | 56.33 | |
Exercisable at end of year | 359,987 | 57.29 | 489,425 | 56.33 | |
The Group has exceeded the limits set by HMRC for new option grants under the EMI scheme, under which no further grants can subsequently be made.
Unapproved Share Option Plan
2012 | 2011 | ||||
Weighted | Weighted | ||||
average | average | ||||
Number of | exercise | Number of | exercise | ||
share | price | share | price | ||
options | pence | options | pence | ||
Outstanding at beginning of year | 758,705 | 58.02 | 909,705 | 53.25 | |
Exercised during year | (12,555) | 62.40 | (151,000) | 62.40 | |
Outstanding at the end of year | 746,150 | 57.95 | 758,705 | 58.02 | |
Exercisable at end of year | 746,150 | 57.95 | 758,705 | 58.02 | |
Further grants of unapproved options are now being made under the Abcam 2005 Share Option Scheme.
Abcam Inc share scheme
2012 | 2011 | ||||
Weighted | Weighted | ||||
average | average | ||||
Number of | exercise | Number of | exercise | ||
share | price | share | price | ||
options | pence | options | pence | ||
Outstanding at beginning of year | 26,400 | 62.40 | 435,620 | 64.28 | |
Forfeited during year | - | - | - | - | |
Exercised during year | (26,400) | 62.40 | (409,220) | 63.17 | |
Outstanding at the end of year | - | - | 26,400 | 62.40 | |
Exercisable at end of year | - | - | 26,400 | 62.40 | |
Further grants of options to Abcam's US employees are now being made under the Abcam 2005 Share Option Scheme.
SAYE scheme
2012 | 2011 | ||||
Weighted | Weighted | ||||
average | average | ||||
Number of | exercise | Number of | exercise | ||
share | price | share | price | ||
options | pence | options | pence | ||
Outstanding at beginning of year | 58,640 | 46.87 | 123,005 | 48.40 | |
Forfeited during year | - | - | - | - | |
Exercised during year | (47,845) | 46.21 | (64,365) | 49.80 | |
Outstanding at the end of year | 10,795 | 49.80 | 58,640 | 46.87 | |
Exercisable at end of year | 10,795 | 49.80 | - | - | |
The Abcam 2005 Share Option scheme
2012 | 2011 | ||||
Weighted | Weighted | ||||
average | average | ||||
Number of | exercise | Number of | exercise | ||
share | price | share | price | ||
options | pence | options | pence | ||
Outstanding at beginning of year | 1,150,248 | 155.59 | 1,049,615 | 118.30 | |
Granted during year | 319,345 | 370.00 | 202,823 | 345.00 | |
Forfeited during year | (168,105) | 237.65 | (102,190) | 148.46 | |
Exercised during year | (458,815) | 92.40 | - | - | |
Outstanding at the end of year | 842,673 | 254.88 | 1,150,248 | 155.59 | |
Exercisable at end of year | 206,925 | 92.40 | - | - | |
The Abcam CSOP
2012 | 2011 | ||||
Weighted | Weighted | ||||
average | average | ||||
Number of | exercise | Number of | exercise | ||
share | price | share | price | ||
options | pence | options | pence | ||
Outstanding at beginning of year | 536,336 | 234.98 | 380,725 | 180.80 | |
Granted during year | 148,055 | 370.00 | 184,026 | 345.00 | |
Forfeited during year | (25,914) | 237.52 | (28,415) | 221.48 | |
Outstanding at the end of year | 658,477 | 265.24 | 536,336 | 234.98 | |
Exercisable at end of year | - | - | - | - | |
Fair value calculation
The fair value of the option schemes, other than those options with market-based performance criteria, has been calculated using the trinomial method. The inputs into the trinomial model are as follows:
EMI scheme
16 June | 16 June | 5 July | 17 December | 27 May | 5 September | ||
Grant date | 2003 | 2003 | 2004 | 2004 | 2005 | 2005 | |
Share price at grant (pence)* | 2 | 2 | 5 | 6 | 12.5 | 12.5 | |
Fair value at valuation date (pence)* | 0.52 | 0.52 | 1.70 | 2.46 | 3.84 | 3.82 | |
Exercise price (pence)* | 5 | 7.5 | 5 | 5 | 12.5 | 12.5 | |
Expected volatility | 40% | 40% | 35% | 35% | 30% | 30% | |
Expected life (years) | 3 | 3.08 | 2 | 2.88 | 2 | 2 | |
Expected dividend yield | 1.1 | 1.1 | 1.1 | 1.1 | 1.1 | 1.1 | |
Risk-free rate | 3.97% | 3.97% | 5.08% | 4.49% | 4.31% | 4.15% | |
Employee exercise multiple | 2 | 2 | 2 | 2 | 2 | 2 | |
Employee exit rate | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |
* Rebased to reflect the five for one share sub-division which took place on 15 November 2010.
Unapproved Share Option Plan
20 December | 20 December | 30 September | 30 September | 27 October | |
Grant date | 2004 | 2004 | 2005 | 2005 | 2005 |
Share price at grant (pence)* | 6 | 6 | 12.5 | 12.5 | 33.4 |
Fair value at valuation date (pence)* | 2.24 | 2.32 | 3.78 | 2.04 | 11.15 |
Exercise price (pence)* | 5 | 5 | 12.5 | 25 | 30 |
Expected volatility | 35% | 35% | 30% | 30% | 30% |
Expected life (years) | 1.54 | 2 | 1.82 | 1.82 | 1.635 |
Expected dividend yield | 1.1 | 1.1 | 1.1 | 1.1 | 1.1 |
Risk-free rate | 4.46% | 4.46% | 4.29% | 4.29% | 4.40% |
Employee exercise multiple | 2 | 2 | 2 | 2 | 2 |
Employee exit rate | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% |
* Rebased to reflect the five for one share sub-division which took place on 15 November 2010.
SAYE scheme
2 October | 2 October | 8 November | 8 November | |
Grant date | 2006 | 2006 | 2007 | 2007 |
Share price at grant (pence)* | 56 | 56 | 62.4 | 62.4 |
Fair value at valuation date (pence)* | 20.8 | 22.6 | 21.2 | 24.4 |
Exercise price (pence)* | 44.8 | 44.8 | 49.8 | 49.8 |
Expected volatility | 30% | 30% | 30% | 30% |
Expected life (years) | 3 | 5 | 3 | 5 |
Expected dividend yield | 1.1% | 1.1% | 1.5% | 1.5% |
Risk-free rate | 4.54% | 4.54% | 4.80% | 4.80% |
Employee exercise multiple | 2 | 2 | 2 | 2 |
Employee exit rate | 10.00% | 10.00% | 12.00% | 12.00% |
* Rebased to reflect the five for one share sub-division which took place on 15 November 2010.
The Abcam 2005 Share Option Scheme
The fair value of options issued after September 2006 with market-based performance criteria is calculated using the Monte Carlo model. The inputs into the Monte Carlo model are as follows:
7 September | 8 November | 7 May | 6 November | 9 November | 2 December | 1 November | |
Grant date | 2006 | 2007 | 2008 | 2008 | 2009 | 2010 | 2011 |
Share price at grant (pence)* | 56 | 62.4 | 82.6 | 92.5 | 180.8 | 373 | 370 |
Fair value at valuation date (pence)* | 16.8 | 17.8 | 24.6 | 23 | 57.6 | 138 | 119 |
Exercise price (pence)* | 56 | 62.4 | 82.6 | 92.4 | 180.8 | 345 | 370 |
Expected volatility | 30% | 30% | 30% | 24% | 34% | 37% | 39% |
Expected life (years) | 3 | 3.01 | 3 | 3 | 6 | 6 | 6 |
Expected dividend yield | 1.1% | 1.5% | 1.5% | 0.87% | 1.24% | 0.62% | 1.42% |
Risk free rate | 4.57% | 4.80% | 4.79% | 3.90% | 3.21% | 2.56% | 1.50% |
Employee exercise multiple | 2 | 2 | 2 | 2 | 2 | 2 | 2 |
Employee exit rate | 9.53% | 12.00% | 12.00% | 0.00% | 0.00% | 0.00% | 0.00% |
* Rebased to reflect the five for one share sub-division which took place on 15 November 2010.
SIP
All UK-based employees are eligible to participate in the SIP whereby employees buy shares in the Company. These shares are called Partnership Shares and are held in trust on behalf of the employee. For every Partnership Share bought by the employee the Company will give the employee one share free of charge (Matching Shares), provided the employee remains employed by the Company for a period of at least three years. The employees must take their shares out of the plan on leaving the Company and will not be entitled to the Matching Shares if they leave within three years of buying the Partnership Shares. In addition, the Company can also award employees up to a maximum of £3,000 of shares (Free Shares). There are no vesting conditions attached to the Free Shares, other than being continuously employed by the Company for three years from the date of grant.
Number of | Number of |
| |||||
Free Shares | Matching Shares |
| |||||
2012 | 2011 | 2012 | 2011 | ||||
Outstanding at beginning of year | 486,923 | 418,015 | 102,696 | 86,910 | |||
Granted during year | 133,837 | 113,598 | 38,514 | 29,494 | |||
Forfeited during year | (27,624) | (40,717) | (5,862) | (13,595) | |||
Released during year | (52,806) | (3,973) | (4,599) | (113) | |||
Outstanding at the end of year | 540,330 | 486,923 | 130,749 | 102,696 | |||
Exercisable at end of year | 163,930 | - | 30,650 | - | |||
For the purposes of IFRS 2 the fair value of these Matching Shares and Free Shares is determined as the market value of the shares at the date of grant. No valuation model is required to calculate the fair value of awards under the SIP. The fair value of an equity-based payment under the SIP is the face value of the award on the date of grant because the participants are entitled to receive the full value of the shares and there are no market-based performance conditions attached to the awards.
The Group recognised a total expense of £404,000 (2011: £264,000) in the year related to Matching and Free Share awards.
LTIP
The Company approved a new LTIP in 2008. To date, vesting of performance share awards made under this scheme to the executive management team have been conditional upon achievement of two separate performance conditions. Full details of these performance conditions are shown in the Directors' Remuneration Report. In 2010, LTIP awards were also made to members of senior management, in addition to the executive management team. Vesting of awards made in 2010 to senior management were conditional on market-based performance criteria and calculated using the Monte Carlo model. Vesting criteria for awards made to senior management from 2011 onwards are aligned with those awarded to the executive management team. The awards made on 9 February 2012 were to senior management and based on specific operating performance conditions over a vesting period of two years. Awards made in 2008 were nil cost options which vest, subject to achievement of the relevant performance conditions, after three years, and can be exercised over the following seven years. All other awards made under this scheme are conditional share awards with a fixed term of three years. Save as permitted in the LTIP rules, awards lapse on an employee leaving the Company.
Details of performance share awards outstanding during the year are as follows:
LTIP awards | LTIP awards | |
2012 | 2011 | |
Outstanding at beginning of year | 1,612,737 | 1,285,095 |
Granted during year | 342,688 | 327,642 |
Forfeited during year | (38,269) | - |
Exercised during the year | (30,000) | - |
Outstanding at the end of the year | 1,887,156 | 1,612,737 |
Exercisable at end of year | 739,747 | - |
Of the performance share awards granted during the year, 321,888 awards were made on 1 November 2011 and 20,800 awards on 9 February 2012 (2011: 2 December 2010). The aggregate of the fair values of the awards made on 1 November 2011 is £958,000 and on 9 February 2012 £67,000, totalling £1,025,000 (2011: £1,009,000).
The estimated fair values of the awards are calculated using the Monte Carlo model, with the Black Scholes model used to calculate those with a performance condition based on EPS. The inputs into the models for awards granted are as follows:
6 and | ||||||
17 November | 9 November | 9 November | 2 December | 1 November | 9 February | |
Grant date | 2008 | 2009* | 2009 | 2010 | 2011 | 2012 |
Weighted average exercise price (pence) | - | - | - | - | - | - |
Expected volatility | 24% | 34% | 34% | 37% | 39% | 38% |
Expected life | 3 years | 4 years | 3 years | 3 years | 3 years | 1.6 years |
Expected dividend yield | 0.87% | 1.24% | 1.24% | 0.62% | 1.42% | 1.58% |
Risk-free rate | 3.41% | 2.52% | 2.03% | 1.36% | 1.50% | 0.39% |
* Awards made to senior management based on market-based performance criteria only.
The Group recognised a total expense of £842,000 (2011: £630,000) in the year related to performance share awards under the LTIP.
35. Retirement benefit schemes
Defined contribution schemes
The UK-based employees of the Company have the option to be members of a defined contribution pension scheme managed by a third party pension provider. For each employee who is a member of the scheme the Company will contribute a fixed percentage of each employee's salary to the scheme. The only obligation of the Group with respect to this scheme is to make the specified contributions.
The employees of the Group's subsidiaries in the US, Japan, China and Hong Kong are members of state-managed retirement benefit schemes operated by the governments of the US, Japan, China and Hong Kong respectively. The subsidiaries are required to contribute a specified percentage of payroll costs to the retirement benefit schemes to fund the benefits. The only obligation of the Group with respect to the retirement benefit schemes is to make the specified contributions.
The total cost charged to the income statement in respect of these schemes during the year ended 30 June 2012 was £949,000 (2011: £1,132,000). As at 30 June 2012 contributions of £74,000 (2011: £76,000) due in respect of the current reporting period had not been paid over to the schemes.
36. Related party transactions
Remuneration of key personnel
The remuneration of the EMT, who are the key management personnel of the Group, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures. Further information about the remuneration of individual Directors is provided in the audited part of the Directors' Remuneration Report.
Group and Company
30 June | 30 June | |
2012 | 2011 | |
£000 | £000 | |
Short-term employee benefits and fees | 1,842 | 1,844 |
Share-based payments charge | 848 | 614 |
2,690 | 2,458 |
Directors' transactions
Under a new product development agreement with a laboratory associated with Tony Kouzarides (a Non-Executive Director of the Company), Abcam provided products from its catalogue free of charge, with a resale value of £30,363 (2011: £20,394) and paid £77,455 in royalties (2011: £63,101). £14,074 relating to these royalties was outstanding at the year end (2011: £12,648).
Dividends totalling £1,738,171 were paid in the year in respect of ordinary shares held by the Company's Executive and Non-Executive Directors.
Company transactions with its subsidiaries
The Company provided goods for resale to, received dividends from, and was charged management fees by its subsidiaries in the current and prior years as summarised in the following table:
30 June | 30 June | |
2012 | 2011 | |
£000 | £000 | |
Sales of goods | 47,472 | 38,880 |
Purchase of goods | (3,326) | (101) |
Dividends received | 2,323 | 2,132 |
Management fees charged | (1,167) | (1,008) |
45,302 | 39,903 |
Amounts remaining outstanding at the year end can be seen in the Company Balance Sheet.
Related Shares:
ABC.L