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CMP - Cipla Medpro South Africa Ltd - Restated results for the year ended 31

Release Date: 29/06/2012 11:36
Code(s): CMP
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CMP - Cipla Medpro South Africa Ltd - Restated results for the year ended 31 December 2011 Cipla Medpro South Africa Limited (Incorporated in the Republic of South Africa) (Registration number 2002/018027/06) Share code: CMP ISIN: ZAE000128179 ("the Company" or "CMSA") Consolidated statement of comprehensive income Audited Audited Year ended Year ended 31 December 31 December
2011 2010 R`000 R`000 Revenue 1 767 561 1 446 979 Cost of sales (712 045) (548 892) Gross profit 1 055 516 898 087 Other income 121 264 6 614 Selling and distribution expenses (365 803) (284 972) Administrative expenses (137 826) (155 751) Other expenses (222 076) (116 475) Profit before finance costs and income tax 451 075 347 503 Net finance costs and finance income (42 626) (57 755) Finance costs (58 212) (60 585) Finance income 15 586 2 830 Profit before income tax 408 449 289 748 Income tax expense (121 462) (90 445) Profit for the year 286 987 199 303 Profit attributable to: Equity holders of the parent 281 961 195 403 Non-controlling interest 5 026 3 900 Profit for the year 286 987 199 303 Other comprehensive income for the year (net of income tax) - - Total comprehensive income for the year 286 987 199 303 Total comprehensive income attributable to: Equity holders of the parent 281 961 195 403 Non-controlling interest 5 026 3 900 Total comprehensive income for the year 286 987 199 303 Number of shares In issue (including treasury shares) (`000) 446 462 454 027 Weighted average (excluding treasury shares) Basic (`000) 446 945 442 489 Diluted (`000) 449 264 447 241 Earnings per share Basic (cents) 63,1 44,2 Diluted (cents) 62,8 43,7 Reconciliation of headline earnings Profit attributable to equity holders of the parent 281 961 195 403 Adjusted for: 215 36 (Gain) loss on disposals of property, plant and equipment (72) 42 Loss on deemed disposal of joint venture 385 - Total tax effects of adjustments (98) (6) Headline earnings 282 176 195 439 Headline earnings per share Basic (cents) 63,1 44,2 Diluted (cents) 62,8 43,7 Consolidated statement of changes in equity Attributable to equity holders of the parent Share-
based Share Share Treasury payment capital premium shares reserve* Audited R`000 R`000 R`000 R`000 Balance at 1 January 2010 450 1 040 924 (23 304) 15 613 Total comprehensive income for the year - - - - Issue of share capital 4 22 201 - - Share issue expenses - (27) - - Shares issued from the CMSA Share Option Trust - - 17 490 - Shares acquired by the CMSA Share Option Trust - - (22 205) - IFRS 2 Share-based Payments - - - 10 478 Dividends paid - - - - Balance at 1 January 2011 454 1 063 098 (28 019) 26 091 Total comprehensive income for the year - - - - Share buy-back (8) (49 975) - - IFRS 2 Share-based Payments - - - 1 455 Changes in ownership interest: - Cipla Agrimed (Pty) Limited - - - - - Cipla Nutrition (Pty) Limited - - - - Dividends paid - - - - Balance at 31 December 2011 446 1 013 123 (28 019) 27 546 Non- control- Retained ling Total
income* Total interest equity Audited R`000 R`000 R`000 R`000 Balance at 1 January 2010 542 862 1 576 545 3 822 1 580 367 Total comprehensive income for the year 195 403 195 403 3 900 199 303 Issue of share capital - 22 205 - 22 205 Share issue expenses - (27) - (27) Shares issued from the CMSA Share Option Trust - 17 490 - 17 490 Shares acquired by the CMSA Share Option Trust - (22 205) - (22 205) IFRS 2 Share-based Payments - 10 478 - 10 478 Dividends paid (22 493) (22 493) (250) (22 743) Balance at 1 January 2011 715 772 1 777 396 7 472 1 784 868 Total comprehensive income for the year 281 961 281 961 5 026 286 987 Share buy-back - (49 983) - (49 983) IFRS 2 Share-based Payments - 1 455 - 1 455 Changes in ownership interest: - Cipla Agrimed (Pty) Limited 11 11 1 588 1 599 - Cipla Nutrition (Pty) Limited - - (192) (192) Dividends paid (56 753) (56 753) (1 350) (58 103) Balance at 31 December 2011 940 991 1 954 087 12 544 1 966 631 *Retained earnings comprise of: Audited Audited 31 December 31 December
2011 2010 R`000 R`000 Share-based payment reserve 27 546 26 091 Retained income 940 991 715 772 Retained earnings as per statement of financial position 968 537 741 863 Consolidated statement of financial position Audited Audited
31 December 31 December 2011 2010 R`000 R`000 ASSETS Non-current assets Property, plant and equipment 444 457 420 125 Intangible assets 1 535 443 1 475 470 Other investments 8 6 Loans receivable 3 191 - Deferred tax assets 67 179 28 220 Total non-current assets 2 050 278 1 923 821 Current assets Inventory 414 907 289 661 Income tax receivable 1 312 742 Trade and other receivables, including derivatives 350 264 264 775 Loans receivable 3 881 7 709 Cash and cash equivalents 16 493 46 448 Total current assets 786 857 609 335 Total assets 2 837 135 2 533 156 EQUITY Issued share capital 446 454 Share premium 1 013 123 1 063 098 Treasury shares (28 019) (28 019) Retained earnings 968 537 741 863 Total equity attributable to equity holders of the parent 1 954 087 1 777 396 Non-controlling interest 12 544 7 472 Total equity 1 966 631 1 784 868 LIABILITIES Non-current liabilities Loans and borrowings 279 128 311 428 Provisions 42 622 - Accrued operating leases 3 594 3 000 Deferred tax liabilities 14 790 12 342 Total non-current liabilities 340 134 326 770 Current liabilities Trade and other payables, including derivatives 342 136 322 856 Loans and borrowings 21 456 17 354 Provisions 30 000 - Accrued operating leases 520 - Income tax payable 29 295 10 012 Bank overdrafts 106 963 71 296 Total current liabilities 530 370 421 518 Total liabilities 870 504 748 288 Total equity and liabilities 2 837 135 2 533 156 Consolidated statement of cash flows Audited Audited Year ended Year ended
31 December 31 December 2011 2010 R`000 R`000 Cash flows from operating activities Cash generated by operations 342 686 314 457 Finance costs paid (37 678) (44 607) Finance income received 4 080 2 389 Dividends paid (58 103) (22 743) Income tax paid (132 967) (94 514) STC paid (6 010) (4 042) Net cash flows from operating activities 112 008 150 940 Cash flows from investing activities Acquisitions of property, plant and equipment (48 444) (49 286) Acquisitions of intangible assets (55 526) (47 400) Proceeds on disposals of property, plant and equipment 95 10 Increase in loans receivable (3 146) (1 550) Net cash flows from investing activities (107 021) (98 226) Cash flows from financing activities Share issue expenses - (27) Proceeds from the exercise of share options - 16 493 Acquisitions of subsidiaries (2 000) - Share buy-back (49 983) - Redemption of preference shares (34 500) (159 770) Increase in loans payable 15 874 125 885 Net cash flows from financing activities (70 609) (17 419) Net (decrease) increase in cash and cash equivalents (65 622) 35 295 Cash and cash equivalents at beginning of the year (24 848) (60 143) Cash and cash equivalents at end of the year (90 470) (24 848) Consolidated segmental report Audited Audited Year ended Year ended
31 December 31 December 2011 2010 R`000 R`000 Segment revenue - external customers SEP 1 258 717 1 046 398 OTC 391 955 316 978 Other operating segments 116 889 83 603 1 767 561 1 446 979
Segment result SEP# 440 836 277 032 OTC 100 641 56 273 Other operating segments 26 857 14 198 Unallocated item - legal settlement ## (117 259) - 451 075 347 503 # The 2011 results include the settlement income, as it relates to SEP products. ## The unallocated item relates to the RBSA settlement. COMMENTARY RESTATED RESULTS Our Reviewed Condensed Consolidated Results for the year ended 31 December 2011, as publicly released on 15 March 2012, have subsequently been restated. Shareholders are further referred to the announcement released on SENS on Friday, 22 June 2012 which set out that the aforementioned results have been restated due to the arbitration proceedings between Reckitt Benckiser (SA) (Pty) Limited (RBSA) and Cipla Medpro South Africa Limited (CMSA or the group) having been settled by agreement between CMSA and RBSA, subsequent to 15 March 2012. The company has sought specialist accounting advice on the appropriate accounting treatment of the above settlement. Such advice is that: - Notwithstanding that evidence as to the actual potential extent of the liability only came to light after 31 December 2011 and the finalisation of the provisional financial statements for the period ending 31 December 2011, the underlying potential liability to RBSA was in existence at 31 December 2011; - The board had not, as at the date of approval of the settlement agreement, approved our integrated annual report, including the group annual financial statements, for the period ending 31 December 2011; - The appropriate and correct accounting treatment for the settlement is to account for the settlement in the accounting period ending 31 December 2011. Accordingly, we present our restated results for the period ending 31 December 2011, which include the statement of comprehensive income, statement of financial position, statement of changes in equity, statement of cash flows and segmental report, with the effects of the RBSA settlement being accounted for in these results and the accompanying commentary. POSTING OF INTEGRATED ANNUAL REPORT AND DETAILS OF ANNUAL GENERAL MEETING Our 2011 integrated annual report, which also includes the effects of the RBSA settlement, is available on our company website and will be posted to shareholders today, 29 June 2012. The annual general meeting of the shareholders of CMSA will be held at 14:00 on Thursday, 2 August 2012 at the Cipla Medpro Offices, Board Room number 1, Belvedere Office Park, Block F, Bella Rosa Street, Bellville, Cape Town, to transact the business as stated in the notice of the annual general meeting forming part of the integrated annual report. The record date for a shareholder to be entitled to attend, participate and vote at the annual general meeting is Friday, 27 July 2012. OVERVIEW We present our restated results for the year ending 31 December 2011 in a year that saw difficult economic conditions for consumers and businesses alike. The exchange rate, no Single Exit Price (SEP) increase and an extremely slow rate of new product registrations at the Medicines Control Council (MCC) continued to influence the results negatively. The positive impact of our hedging policy is evident in the annual results with unrealised gains made on the mark to market (fair valuation) of forward exchange contracts (FECs) of R109,2 million (2010: loss of R44,7 million). We continued to achieve healthy gross profit margins as a result of the weaker US Dollar in the first half of 2011 and our favourable forward cover in the second half of 2011. Anticipated volumes from government tender antiretroviral (ARV) business did not materialise to the levels expected. Our view is that 2012 tender volumes are likely to be better. The case against Pfizer Limited and Pfizer Laboratories (Pty) Limited (Pfizer), arising from damages caused by Pfizer`s incorrectly obtained interdict against the group`s amlodipine besylate products in 2003, initially reported on SENS during October 2010, was settled in our favour as reported in the 2011 interim results, however, the terms thereof remain confidential. The arbitration proceedings between RBSA and CMSA have been settled by agreement between the company and RBSA. The agreement was approved by CMSA`s board after consultation with and on the recommendation of its external legal counsel. The salient terms of the agreement are: - The company will pay a settlement amount of R80 million to RBSA in full and final settlement of certain of RBSA`s claims, such settlement amount to be paid in three tranches as follows: - R30 million by 3 July 2012; - R30 million by 31 July 2013; and - R20 million by 30 January 2014; - The company will abandon its counter claims against RBSA (which includes receivables reflected in its books as due by RBSA, in the amount of R37 million), and RBSA will likewise abandon the remainder of its claims. As such, the settlement is a full and final settlement of the arbitration proceedings and all and any claims between the company and RBSA. The amount to be paid represents compensation by the company to RBSA for the higher cost to RBSA of procuring alternative supplies of the products the company would otherwise have supplied to it, had its manufacturing facility not temporarily closed for the reasons above, and whilst it underwent a necessary upgrade to international manufacturing requirements and standards. The net effect of these settlements negatively affected the earnings per share (EPS) and headline earnings per share (HEPS) calculations, but should be viewed as isolated occurrences. REVIEW OF OPERATIONS Cipla Medpro Holdings (Pty) Limited (Cipla Medpro), a wholly owned subsidiary of CMSA, continues its growth, albeit slower than anticipated, and by January 2012 was again ranked third largest pharmaceutical company by value for the 12 months and third largest for the month of January 2012. Cipla Medpro has an Evolution Index (EV) of 102,7 (Rands) (IMS, January 2012). The EV of 102,7 is the third highest of the top 20 pharmaceutical companies in South Africa. The total private market grew by 9,8% in Rands. Cipla Medpro`s performance outstripped the market, growing by 12,8% in Rands (IMS, January 2012). We remain focused on growing our brands in over-the-counter (OTC) medicines, particularly at retail level, and SEP. There is still a huge opportunity to continue SEP and OTC growth, given the pipeline of medicines we have. Unfortunately the slow registration process, resulting in a lack of new first-to- market products, continues to weigh heavily on our business. Our top three SEP brands contributed to sales of R190,8 million (12 months) (IMS, January 2012) into the private sector and still have growth potential. Lexamil is performing at an EV of 109,8. Of our top 10 OTC products, eight have EVs of over 100, with Airmune expected to achieve significant turnover in the next 12 to 18 months. Our OTC business grew by 10,9% during the 12-month period (IMS, January 2012) and this excludes sales into retail. We launched our oncology division during late September 2011 and have started making inroads already. We look forward to a good trading year with this division. The Cipla Vet (small animal) revenue increased by 10,9% to R23,4 million and Cipla Agrimed (large animal) increased by 44,7% to R77,0 million for the year ended 31 December 2011. We are pleased with the growth of our animal businesses. Turnover of the factory increased significantly in 2011 (more than 100%), but the division still posted a loss, even when the effect of the RBSA settlement is excluded, mainly as a result of low uptake of ARVs from the government. However, this trading loss has reduced when compared to the previous years when the RBSA settlement is excluded. This business continues to improve while providing the group with a strategic and operational advantage, especially when we start moving into Africa. As previously stated, the ARV tender business did not materialise to the numbers we had expected, probably due to the fact that more PEPFAR (US President`s Emergency Plan for AIDS Relief) and Global Fund orders were placed. Cipla India benefited from this, which is borne out by their sales to SCS (Supply Chain Services). Although we experienced slower growth than expected (we only launched five products, mostly late in the second half of the year), we believe 2012 will be better; provided, of course, that the registrations we expect materialise. REVIEW OF RESTATED RESULTS Statement of comprehensive income CMSA is pleased to report headline earnings of R282,2 million (2010: R195,4 million), an increase of 44,4% for the 12 months ended 31 December 2011. This translates into an increase of 42,8% to 63,1 cents (2010: 44,2 cents) in HEPS, based on 446,9 million (2010: 442,5 million) weighted average number of shares in issue for the 2011 year (before the effects of dilution are taken into account). This is after accounting for the effect of buying back 7,6 million CMSA shares in November 2011 (which have been cancelled) at a total cost, including all expenses, of R50,0 million under the general approval granted by shareholders at the last annual general meeting held on 25 May 2011. The reconciliation to headline earnings includes the gain/loss on disposals of property, plant and equipment and the loss on the deemed disposal of a joint venture, all net of tax. EPS improved by 42,8% to 63,1 cents (2010: 44,2 cents). After adjusting for the effect of the mark to market valuation of FECs, the settlements relating to Pfizer and RBSA, the fair value adjustments on the interest rate swaps, the interest rate swap settlements and other matters, normalised HEPS increased by 11,5% to 58,3 cents (2010: 52,3 cents) and normalised EPS by 11,3% to 58,2 cents (2010: 52,3 cents). Revenue increased by 22,2% to R1,768 billion (2010: R1,447 billion) and although the gross profit margin was still at pleasing levels, it decreased to 59,7% from 62,1% at 31 December 2010 - slightly higher than the 58,2% achieved at 30 June 2011. The exchange rate continues to have an impact on the margin and the group was proud to achieve this result without any SEP increase having been given during the 2011 year. Profit before finance costs and income tax for the year increased by 29,8% to R451,1 million (2010: R347,5 million), with operating expenses increasing from R557,2 million at 31 December 2010 to R725,7 million for the current year. 62,9% of the operating expenses were incurred during the second half of the year, mainly attributable to the RBSA settlement and increased advertising and marketing costs during the second half of the year, including amounts related to once-off events. Net finance costs reduced from R57,8 million to R42,6 million mainly as a result of the settlement of the preference share liability, the effects of which are included in the analysis below: - Interest on preferences shares of R1,0 million (2010: R9,5 million), a decrease of R8,5 million; - Fair value gain on interest rate swaps of R4,1 million (2010: loss of R2,2 million); - Increased outflows of swap settlements of R4,3 million (2010: R2,8 million); - Interest on the Nedbank Limited long-term loan facilities of R22,5 million (2010: R18,1 million), an increase of R4,4 million due to the rearrangement of our debt structure; and - Finance portion of the provision for the RBSA settlement amount of R7,4 million (2010: Rnil). Currently the interest cover is at a comfortable level of 7,7 times (2010: 5,7 times). If the settlement amounts and unrealised gains on the mark to market of FECs are excluded from the calculation, the cover is 6,7 times. Profit after tax for the year was R287,0 million (2010: R199,3 million). This was achieved after an improvement in the effective tax rate to 29,7% (2010: 31,2%). The effective tax rate continued to improve, but still remains higher than the statutory tax rate due to the following factors: - STC of R6,0 million (2010: R2,7 million); - Non-deductible preference share interest of R1,0 million (2010: R9,5 million); and - Non-deductible IFRS 2 Share-based Payment expenses of R1,5 million (2010: R10,5 million). The IFRS 2 Share-based Payment expense has reduced significantly as many of the previously issued options have vested, while the options issued to staff during 2011, which are in terms of the new CMSA Employee Share Option Scheme, vest over a five-year period. This expense will increase in the future as more options are granted, but is not likely to reach the levels seen in the 2010 financial year. Statement of financial position Net interest-bearing borrowings have increased by R32,3 million to R385,9 million (2010: R353,6 million). However, the gearing ratio has reduced slightly to 19,6% (2010: 19,8%), although higher than the 13,7% reported at 30 June 2011 - mainly due to the settlement income from Pfizer. The group`s net cash position was overdrawn at 31 December 2011 by R90,5 million (2010: R24,8 million) as a result of the following: - Payment of the interim dividend of R29,5 million in October 2011; - Payment of the second provisional tax payment of R72,6 million on 30 December 2011; - Payment of R50,0 million for the share buy-back, including costs, in November 2011; and - Amounts totalling R49,2 million owing by certain provincial health departments, in excess of normal debtor terms. Debtors days have increased slightly to 64 days (31 December 2010: 63 days and 30 June 2011: 67 days), mainly due to slow and non-payment from certain debtors as referred to above. Creditors days are currently at 170 days (31 December 2010: 186 days and 30 June 2011: 185 days) with the reduction as a result of some invoices being settled early to take advantage of the exchange rate, where possible. The inventory days have increased to 181 days (31 December 2010: 157 days and 30 June 2011: 156 days) due to high levels of ARV stock held at year end. This was due to facilitating the shutdown from mid-December 2011 to the beginning of January 2012 for preventative repairs and maintenance. If the ARV products are excluded from the calculation, the inventory days would reduce to approximately 151 days. Statement of cash flows Cash flows generated from operating activities are R112,0 million (2010: R150,9 million), after adjusting for the non- cash flow effects of depreciation of R24,1 million (2010: R18,1 million), IFRS 2 Share-based Payment expenses of R1,5 million (2010: R10,5 million) and FEC gains of R109,2 million (2010: loss of R44,7 million). The final dividend relating to 2010 of R27,2 million was paid to shareholders during May 2011, and the 2011 interim dividend of R29,5 million was paid in October 2011 (2010: inaugural interim dividend of R22,5 million). Investing activities resulted in outflows of R107,0 million (2010: R98,2 million) due to acquisitions of property, plant and equipment and intangible assets. A net R70,6 million was utilised for financing activities (2010: R17,4 million), mainly for the share buy-back of R50,0 million, the settlement of R34,5 million of the preference shares to Nedbank Limited and R10,0 million on the working capital and instalment sale facilities at the factory. This was offset by drawdowns of R26,0 million on the Nedbank Limited loan facility. Segmental reporting Based on the requirements of the group`s chief operating decision maker (CODM) in 2011, the reporting segments were amended in accordance with IFRS 8 Operating Segments. As the factory, a previously reported operating segment, is now producing mainly for the group and with third party manufacturing reducing to immaterial levels in 2011, the segments reported on to the CODM on a monthly basis were amended. The segments as per the segment report are the segments reviewed by the CODM on which to base business decisions. Segmental information is reported to the CODM up to a profit before finance costs and income tax level. BASIS OF PREPARATION These financial results have been prepared in accordance with the framework concepts and the recognition and measurement criteria of all applicable standards and interpretations of International Financial Reporting Standards (IFRS), the disclosure requirements as set out in IAS 34 Interim Financial Reporting, the Companies Act of 2008 as amended, the AC 500 standards as issued by the Accounting Practices Board or its successor (where applicable) and the JSE Listings Requirements. The accounting policies and methods of computation applied in the preparation of these consolidated financial statements are consistent with those followed in the preparation of the consolidated financial statements for the year ended 31 December 2010, except for the adoption of new/amended standards and interpretations becoming effective since January 2011. The consolidated financial results for the year ended 31 December 2011, have been audited by Mazars and their unqualified opinion is available for inspection at the company`s registered office. C Aucamp (Chief Financial Officer) is responsible for these consolidated financial statements and has been involved with the preparation thereof in conjunction with MW Daly and E van der Merwe, all three of whom are qualified Chartered Accountants (South Africa). CHANGES IN OWNERSHIP INTEREST Cipla Medpro made the following acquisitions/disposals during the year, none of which had a material impact on the affairs of the group: - acquired a 100% interest in a shelf company in Botswana, at a nominal value; - acquired an additional 25% interest in Cipla Nutrition (Pty) Limited (2010: 50% joint venture); and - accounted for the disposal of a portion of its interest in Cipla Agrimed (Pty) Limited in terms of the shareholders` agreement, without losing control over this company. DIRECTORATE There have been no changes to the board and it continues to function in accordance with its approved charter. SUBSEQUENT EVENTS The directors are not aware of any other matters or circumstance, other than the RBSA matter referred to above, that are material to the financial affairs of the group, which have occurred subsequent to 31 December 2011, but before the date of approval of the annual financial statements, that have not been otherwise dealt with in the annual financial statements. PCS Luthuli JS Smith Chairman Chief Executive Officer 29 June 2012 FORWARD-LOOKING STATEMENTS This announcement contains certain forward-looking statements with respect to the financial condition and results of the operations of Cipla Medpro South Africa Limited that, by their nature, involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. These may relate to future prospects, opportunities and strategies. If one or more of these risks materialise, or should underlying assumptions prove incorrect, actual results may differ from those anticipated. By consequence, all forward-looking statements have not been reviewed or reported on by the group`s auditors. CORPORATE INFORMATION Non-executive directors PCS Luthuli (Chairman); MB Caga; JvD du Preez; ND Mokone; MT Mosweu; SMD Zungu Executive directors JS Smith (Chief Executive Officer); C Aucamp (Chief Financial Officer)
Company secretary MW Daly Registered address 1474 South Coast Road, Mobeni, KwaZulu-Natal, 4052 Postal address PO Box 32003, Mobeni, 4060 Transfer secretaries Computershare Investor Services (Pty) Limited Telephone +27 31 451 3800 Facsimile +27 31 451 3889 Sponsor Nedbank Capital Auditors Mazars Legal advisors Norton Rose South Africa (incorporated as Deneys Reitz Inc) Website www.ciplamedsa.co.za Date: 29/06/2012 11:36:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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