TIDMHIK

RNS Number : 2994Z

Hikma Pharmaceuticals Plc

14 March 2012

PRESS RELEASE

Hikma delivers a robust performance in a challenging environment, with revenues up 25.6% and adjusted operating profit up 2.0%

Positive outlook for the Group in 2012, with expectation of 20% top line growth

14 March 2012 - Hikma Pharmaceuticals PLC ("Hikma") (LSE: HIK) (NASDAQ Dubai: HIK), the fast growing multinational pharmaceutical group, today reports its preliminary results for the year ended 31 December 2011.

Group financial highlights

 
 $ million                                2011    2010    Change 
---------------------------------------  ------  ------  ------- 
 Revenue                                  918.0   730.9   +25.6% 
---------------------------------------  ------  ------  ------- 
 Gross profit                             395.3   357.3   +10.6% 
---------------------------------------  ------  ------  ------- 
 Adjusted operating profit(1)             145.8   143.0   +2.0% 
---------------------------------------  ------  ------  ------- 
 Adjusted(2) profit attributable 
  to shareholders                         100.9   103.1   -2.2% 
---------------------------------------  ------  ------  ------- 
 Reported profit attributable 
  to shareholders                         80.1    98.8    -19.0% 
---------------------------------------  ------  ------  ------- 
 Earnings per share (basic) (cents)       41.3    51.4    -19.7% 
---------------------------------------  ------  ------  ------- 
 Adjusted earnings per share (diluted) 
  (cents)                                 51.0    52.4    -2.6% 
---------------------------------------  ------  ------  ------- 
 Net cash flow from operating 
  activities                              126.4   152.5   -17.1% 
---------------------------------------  ------  ------  ------- 
 Dividend per share (cents)               13.0    13.0    - 
---------------------------------------  ------  ------  ------- 
 

(1) Before the amortisation of intangible assets (excluding software) and exceptional items (including acquisition and integration related expenses of $16.4 million and an inventory adjustment of $1.8 million)

(2) Before the amortisation of intangible assets (excluding software) and exceptional items

-- Continued our track record of doubling revenue every four years, with Group revenue up 25.6% to $918.0 million

-- Increased organic revenues by 7.6% and adjusted(1) operating profit by 2.0%, despite the impact of the Arab Spring and the discontinuation of colchicine

-- Net cash flow from operating activities of $126.4 million, including the $21.1 million impact of working capital financing for the Multi-Source Injectables ("MSI") acquisition

-- Strong growth in MENA operating cash flow helped to offset the impact of the discontinuation of colchicine

   --    Successfully financed $325 million of acquisitions with new debt facilities 
   --    Maintained the dividend at 13.0 cents per share 

Group strategic highlights

-- Completed the MSI acquisition, doubling the size of our global Injectables business, making us the second largest supplier of generic injectables in the US and adding revenue of $120.3 million in 2011

-- Entered the Moroccan market, acquiring a 94.1%(3) stake in Promopharm S.A. ("Promopharm"), significantly expanding our geographic reach in MENA

-- Made significant capital investments to increase our manufacturing capacity and capabilities in Egypt, Tunisia and Algeria. Acquired a local manufacturing presence in Sudan

-- Completed strategic investments in India and China, strengthening our ability to source quality Active Pharmaceutical Ingredients ("API") and enhancing our R&D capabilities

(3) Hikma acquired a controlling stake of 63.9% in Promopharm on 3 October 2011. It increased this stake to 84.3% by 31 December 2011 through the purchase of additional shares in the market and to 94.1% by 6 January 2012 through a mandatory tender offer.

Segmental financial highlights

-- Better than expected performance in MENA, with Branded revenue increasing by 12.1% and organic(4) revenue up 9.6%. Adjusted operating profit increased by 9.3%

-- Doubled revenue in our global Injectables business to $315.7 million, with a 23.3% increase in organic(5) revenue reflecting strong growth across all markets

-- Generics revenue declined by 11.3% to $154.8 million, in line with guidance. Excluding exceptional colchicine sales in 2010, Generics delivered double-digit revenue growth

(4) Before the consolidation of the Promopharm business

(5) Before the consolidation of the MSI and Promopharm businesses

2012 outlook

   --    Strong Group performance expected in 2012, with Group revenue growth of around 20% 

Said Darwazah, Chief Executive Officer of Hikma, said:

"In 2011, Hikma continued its track record of doubling revenue every four years, whilst at the same time achieving a number of strategic milestones.

These achievements are all the more impressive for having been delivered in a very challenging economic and geopolitical environment. Our success in 2011 demonstrates the strength of our diversified business model, the robust nature of our MENA operations, the excellent potential of our global Injectables business, our ability to deliver our core strategic objectives, the dedication of our talented employees and our overall commitment to quality and business ethics.

We are expecting a strong performance in 2012, reflecting the investments that we have made across the Group in 2011 and the excellent growth opportunities we see for our business, particularly in the MENA region and in the global injectables market."

-- ENDS --

Enquiries

Hikma Pharmaceuticals PLC

Susan Ringdal, Investor Relations Director +44 (0)20 7399 2760

FTI Consulting

Ben Atwell /Julia Phillips/Jonathan Birt/Matthew Cole +44 (0)20 7831 3113

About Hikma

Hikma Pharmaceuticals PLC is a fast growing multinational pharmaceutical group focused on developing, manufacturing and marketing a broad range of both branded and non-branded generic and in-licensed products. Hikma's operations are conducted through three businesses: "Branded", "Injectables" and "Generics" based principally in the Middle East and North Africa ("MENA") region, where it is a market leader, the United States and Europe. In 2011, Hikma achieved revenue of $918.0 million and profit attributable to shareholders of $80.1 million.

A meeting for analysts and investors will be held today at 09:30am GMT at FTI Consulting, Holborn Gate, 26, Holborn Gate London WC2A 1PB. A live webcast of the meeting will be available at www.hikma.com. The dial-in details are: London: +44 (0) 208 817 9301; UK: +44 (0) 845 634 0041 and UK Freephone: 0800 634 5205. The Meeting ID is 6944088. In addition, we will be holding a conference call for US investors at 2.00pm GMT on +1 866 966 1187, Meeting ID: 2421402252. A recording of both meeting and call will be available on the Hikma website.

Business and financial review

Overview

Hikma's Group revenue increased by 25.6% to $918.0 million in 2011. Excluding the contribution of the MSI and Promopharm acquisitions, organic sales growth was 7.6%.

Group gross profit increased by 10.6% to $395.3 million, compared to $357.3 million in 2010 and adjusted operating profit increased by $2.8 million or 2.0%, to $145.8 million. Adjusted operating margin decreased from 19.6% in 2010 to 15.9% in 2011. The lower margin in 2011 primarily reflects the exceptional contribution from colchicine in 2010. Profitability was also impacted by an increase in employee wages and benefits across the MENA region, the consolidation of the lower margin MSI business and the effect of foreign exchange movements on sales and raw material costs.

Management focuses on adjusted profit metrics such as adjusted operating profit and adjusted profit attributable to shareholders, which remove the impact of the amortisation of intangible assets (excluding software) and exceptional items such as transaction costs, as this provides a clearer understanding of the Group's underlying financial performance.

 
 Summary P&L                            2011    2010    Change 
  ($ million) 
-------------------------------------  ------  ------  ------- 
 
 Revenue                                918.0   730.9   +25.6% 
-------------------------------------  ------  ------  ------- 
 Gross profit                           395.3   357.3   +10.6% 
-------------------------------------  ------  ------  ------- 
 Gross margin                           43.1%   48.9%   -5.8 
-------------------------------------  ------  ------  ------- 
 
 Operating profit                       118.7   135.1   -12.1% 
-------------------------------------  ------  ------  ------- 
 
 Adjusted operating profit              145.8   143.0   +2.0% 
-------------------------------------  ------  ------  ------- 
 Adjusted operating margin              15.9%   19.6%   -3.7 
-------------------------------------  ------  ------  ------- 
 
 Profit attributable to shareholders    80.1    98.8    -19.0% 
-------------------------------------  ------  ------  ------- 
 
 Adjusted profit attributable 
  to shareholders                       100.9   103.1   -2.2% 
-------------------------------------  ------  ------  ------- 
 
 Earnings per share (basic) (cents)     41.3    51.4    -19.7% 
-------------------------------------  ------  ------  ------- 
 Dividend per share (cents)             13.0    13.0    - 
-------------------------------------  ------  ------  ------- 
 
 Net cash from operating activities     126.4   152.5   -17.1% 
-------------------------------------  ------  ------  ------- 
 

Group revenue by business segment

 
                Proforma(6)   2011    2010 
                 2011 
-------------  ------------  ------  ------ 
 Branded        46.8%         48.1%   53.9% 
-------------  ------------  ------  ------ 
 Injectables    37.3%         34.4%   21.5% 
-------------  ------------  ------  ------ 
 Generics       15.3%         16.9%   23.9% 
-------------  ------------  ------  ------ 
 Others         0.6%          0.6%    0.7% 
-------------  ------------  ------  ------ 
 

(6) Reflects the impact on the Group if the MSI and Promopharm businesses had been owned from the beginning of 2011

Group revenues by region

 
                    Proforma 2011   2011    2010 
-----------------  --------------  ------  ------ 
 MENA               53.9%           55.4%   61.1% 
-----------------  --------------  ------  ------ 
 US                 37.0%           34.6%   28.0% 
-----------------  --------------  ------  ------ 
 Europe and Rest 
  of World          9.1%            10.0%   10.9% 
-----------------  --------------  ------  ------ 
 

Branded

2011 highlights:

-- Strong second half performance across the MENA region delivered full year revenue growth of 12.1% and organic revenue growth of 9.6%. Adjusted operating profit increased by 9.3%

-- Entered the Moroccan market through the acquisition of a 94.1% controlling stake in Promopharm S.A.

-- Expanded capacity in Egypt, Tunisia and Algeria and acquired a local manufacturing facility in Sudan, strengthening our presence and capabilities in the MENA region

Branded revenues increased by 12.1% to $441.9 million, compared to $394.2 million in 2010. Organic revenue growth was 9.6% to $432.1 million, with the Promopharm acquisition contributing a further $9.9 million in the three months to 31 December 2011.

In 2011, the rapid and effective response of our management teams and the commitment of our local employees across the MENA region helped to minimise the impact of the Arab Spring disruptions, particularly in Egypt, Tunisia and Libya. Our Egyptian business rebounded strongly in the second half and delivered 12.1% revenue growth for the full year. In Tunisia, sales in 2011 were maintained broadly in line with the prior year, despite the market disruptions and the lost sales of Actos, which was withdrawn during the year. In Libya, where the market was closed for more than half the year, we achieved sales of just over $10 million in 2011 and we expect demand to increase as the market recovers.

Our other key MENA markets performed well in 2011, as we focused on growing our market share through increased sales of our existing portfolio and continued new product launches. We delivered strong growth in Algeria through an increase in local manufacturing, despite lower pricing for locally produced products. In Jordan, we benefitted as anticipated from the restructuring of our distribution channels and we achieved strong growth in the Gulf markets, particularly the UAE.

We have been building our presence in Sudan in recent years, where we are the leading pharmaceutical company, with around 17%(7) market share. In the second half of 2011, we acquired the business of Elie Pharmaceuticals in Sudan, including a manufacturing facility and a number of product registrations. This acquisition will reinforce our leading market position and enable us to accelerate the launch of new products. The total consideration was $17.5 million.

(7) Advanced Marketing Statistics (AMS) Health, YTD December 2011

For some time, entry into Morocco, the fourth largest MENA pharmaceutical market, has been an important strategic objective. In October 2011, Hikma acquired Promopharm, the ninth largest pharmaceutical company in Morocco with an attractive, well-diversified portfolio of branded generics and in-licensed products. We initially acquired a controlling stake of 63.9% and then increased this stake to 84.3% by 31 December 2011 through the purchase of additional shares in the market. Through a mandatory tender offer that closed on 6 January 2012, we raised our stake in Promopharm to 94.1%. The total consideration paid for the 94.1% stake was $152.4 million, excluding transaction costs.

Promopharm contributed $9.9 million of sales to Hikma's Branded business for the three month period to 31 December 2011 and a further $1.3 million of revenue was consolidated into the Injectables business. We see significant growth opportunities for Promopharm. In the short term, we will focus on growing sales of Promopharm's existing portfolio and R&D pipeline. Over the medium term, we are working to register Hikma's strategic products in Morocco, which we expect to drive sales growth and margin expansion.

Revenue from in-licensed products grew by 9.8% to $174.8 million, despite one of our leading in-licensed products being withdrawn from some key markets. For the year, in-licensed products represented 39.6% of Branded sales, compared to 40.4% in 2010. We continue to develop our portfolio of in-licensed products, demonstrating our position as the partner of choice in the MENA region.

In 2011, the Branded business launched a total of 43 products across all markets, including 6 new compounds and 12 new dosage forms and strengths. The Branded business also received 39 regulatory approvals across the region, including 8 for new compounds.

Gross profit in the Branded business increased by 5.2% to $214.1 million, compared to $203.4 million in 2010. The Branded business gross margin declined to 48.4%, compared to 51.6% in 2010. This reflects increases in salaries and employee benefits due to inflationary pressure across the MENA region, a higher percentage of lower margin products and tender sales and the negative impact of foreign exchange movements on sales and raw material costs. It also results from the increase of local production in Algeria and the lower prices for locally produced products.

Operating profit of the Branded business was $98.5 million, compared to $98.7 million in 2010. Adjusted operating profit was $105.1 million, up 9.3% from $96.2 million in 2010. Adjusted operating margin was 23.8%, compared to 24.4% in the prior year, principally reflecting the decline in gross profit margin.

In a very challenging year, we maintained our position as the largest regional pharmaceutical company and the fifth(8) largest pharmaceutical company overall in the MENA region. We increased our market share to 3.9%, compared to 3.7% in the prior year. At the same time, we invested significantly in our MENA facilities, increasing capacity in Egypt, Tunisia and Algeria and strengthening our sales and marketing operations across the region.

(8) IMS Health, YTD December 2011. Private retail sales only include Algeria, Jordan, Kuwait, Egypt, Tunisia, Morocco, UAE, Lebanon and Saudi Arabia

We believe Hikma is very well positioned to continue to grow slightly ahead of the overall MENA market. With the benefit from the Moroccan and Sudanese acquisitions we are expecting overall Branded revenue growth of around 20% in 2012. We expect continued inflationary pressure on MENA operating costs in 2012, which we aim to offset through new product launches and sales and marketing efficiencies. We expect gross margin and adjusted operating margin in 2012 to be broadly in line with 2011.

Injectables

2011 highlights:

-- Organic Injectables revenue up 23.3%, driven by strong demand across our product portfolio and growth in contract manufacturing

   --      Excellent improvement in organic Injectables operating margin to 17.5% from 15.1% 

-- Completion of the MSI acquisition, adding $120.3 million of revenue in the eight months to 31 December 2011

Revenue in our global Injectables business increased by $158.3 million to $315.7 million, compared to $157.4 million in 2010. Organic Injectables revenues grew 23.3% to $194.1 million.

 
 Injectables revenue    Proforma(9)   2011    2010 
  by region              2011 
---------------------  ------------  ------  ------ 
 US                     58.2%         51.3%   19.0% 
---------------------  ------------  ------  ------ 
 Europe                 20.7%         24.8%   39.8% 
---------------------  ------------  ------  ------ 
 MENA                   21.1%         23.9%   41.2% 
---------------------  ------------  ------  ------ 
 

(9) Reflects the impact on the Injectables business if the MSI and Promopharm businesses had been owned from the beginning of 2011

US Injectables sales, excluding MSI, reached $41.9 million, up 40.1% from $29.9 million in 2010. This excellent performance reflects the strength of our product portfolio, with success from recently launched products, good demand for our existing products and an increased demand for contract manufacturing.

On 2 May 2011, we completed our acquisition of MSI, establishing Hikma as the second largest supplier, by volume, of generic injectables in the US market. The results of MSI have been consolidated for the eight months to 31 December 2011, adding sales of $120.3 million to our Injectables business for 2011. On a proforma basis, MSI revenue in 2011 was $178.3 million. The MSI business contributed adjusted operating profit of $17.8 million at an adjusted operating margin of 14.8%, before the impact of acquisition and integration related costs of $10.0 million, an inventory adjustment of $1.8 million and intangible amortisation $0.5 million. Overall, MSI contributed net income of $2.7 million in 2011, ahead of our expectations.

Since May, we have been rapidly integrating this business and we have made excellent progress with our restructuring programme. Through headcount reductions and reorganisation of the manufacturing operations, we are delivering significant gains in productivity. We are driving greater value from the existing product portfolio and in 2011 we began the process of re-activating MSI's dormant ANDAs. We have also been executing our plan to build the product pipeline through increased R&D. We have begun to implement our plans to upgrade our Cherry Hill, New Jersey facility, with investment in new state-of-the-art manufacturing equipment with higher capacity, better reliability and of a superior quality standard. We expect completion of this investment by early 2013. As guided at the time of the acquisition, we expect total capex investment in MSI of around $25 million, of which around $4 million was incurred in 2011.

European Injectables sales increased by 24.7% to $78.2 million in 2011, compared to $62.7 million in 2010. On a constant currency basis, sales grew by 18.9%. Sales growth was driven by new contract manufacturing opportunities, increased oncology sales and higher sales of existing and recently launched products. We continued to see strong price erosion during the year, which was more than offset by volume growth.

Injectables sales in the MENA region increased by 16.2% to $75.4 million, compared to $64.9 million in 2010. Excluding, the acquisition of Promopharm, which added Injectables revenue of $1.3 million for the three months to 31 December 2011, the organic MENA Injectables business grew by 14.2%. In 2011, we saw the strongest growth coming from Algeria, Jordan and Sudan, reflecting our strengthened sales and marketing operations, new product launches, growth in oncology sales and greater success in the tender market as we grow in scale.

In October 2011, we inaugurated a new facility at our Injectables manufacturing site in Portugal. The new facility has the capability to fill and finish both sterile liquid and freeze-dried (lyophilised) products. The facility has begun producing lyophilised products for Europe and MENA and liquid products for the US. In February 2012, the US Food and Drug Administration ("FDA") approved the facility for the manufacture of lyophilised products for the US market.

In 2011, the Injectables business launched a total of 43 products across all markets, including 7 new compounds and 14 new dosage forms and strengths. The Injectables business also received a total of 61 regulatory approvals across all regions and markets, including 33 in MENA, 22 in Europe and 6 in the US.

Injectables gross profit grew by 79.7% to $127.6 million, compared to $71.0 million in 2010. Gross margin was 40.4% compared to 45.1% in 2010. Excluding MSI, the gross margin was 43.1% in 2011. The reduction in the underlying margin reflects increased overheads related to the new lyophilisation plant, which was only partially utilised during the year, and higher tender sales in MENA.

Injectables operating profit increased by 91.5% to $45.4 million, compared to $23.7 million in 2010. Injectables operating margin was 14.4%. Adjusted operating profit was $54.9 million and adjusted operating margin was 17.4%. Excluding MSI and Promopharm, operating margin was 17.5%, compared to 15.1% in 2010. This significant margin improvement reflects our strong performance across all markets, good cost control and the benefits of economies of scale.

MSI is now largely integrated into the global Injectables business and we expect the combined business to deliver very strong growth in 2012, building on the excellent performance in 2011. Given that MSI delivered better than expected profitability in 2011, we expect the adjusted operating margin of the overall Injectables business to be in the high teens in 2012, ahead of our previous expectations.

Generics

2011 highlights:

   --      Generics revenue was $154.8 million, in line with guidance 

-- Generics delivered double-digit revenue growth, excluding the exceptional colchicine sales in 2010

   --      Strong volume growth was partially offset by accelerating price erosion 

Generics revenue was $154.8 million in 2011, down 11.3% from $174.5 million in 2010. This decline in revenue reflects the exceptional benefit of colchicine in 2010. Excluding colchicine, the Generics business delivered double-digit revenue growth through a significant increase in volumes, which was partially offset by accelerating price erosion.

The Generics segment gross profit decreased by 36.2% to $52.2 million, compared to $81.8 million in the prior year. Gross margin was 33.7%, compared to 46.9% in 2010, due to the contribution of colchicine in 2010, as well as strong price erosion in the second half of 2011 and an adverse change in product mix. Consequently, the Generics segment achieved an operating profit of $17.1 million, compared to $51.1 million in 2010 and Generics operating margin was 11.0%, compared to 29.3%.

During 2011 we made good progress with our tech transfer programme. Products manufactured in our Jordan and Saudi Arabian facilities for sale in the US represented 26.8% of Generics sales in 2011, compared to 21.2%(10) in 2010. Over the medium term, we will be focusing on leveraging our MENA production facilities and exploiting synergies in order to be more competitive in the US oral generic market.

   (10)   Sales figure in 2010 excludes colchicine 

At our oral solid dosage manufacturing facility in Eatontown, New Jersey, we have had to address observations made by the US FDA during its inspection of the facility in June 2011, which resulted in a warning letter being issued by the FDA in February 2012. We have been taking, and continue to take, the necessary steps to address the issues raised. We are committed to the highest standards of quality and compliance and regard our relationship with the FDA as critical to both our past and future success.

In 2011, the Generics business launched 2 new compounds and 5 new dosage forms and strengths and received 5 new product approvals.

Generics revenue is expected to decline in 2012, reflecting continued price erosion and limited new product launches. Looking further ahead, we expect growth to be driven by continued investment in the development of more differentiated products for this business. R&D investment will increase in 2012, resulting in an operating margin in the high single digits for the full year in 2012, before rebuilding towards more normalised levels.

Other businesses

Other businesses primarily comprise Arab Medical Containers, a manufacturer of pharmaceutical packaging, and International Pharmaceuticals Research Centre, which conducts bio-equivalency studies. These businesses, which supply Group operations and third parties, had aggregate revenues of $5.6 million, compared with aggregate revenue of $4.8 million in 2010.

These other businesses delivered an operating loss of $2.4 million in 2011, compared to an operating loss of $2.9 million in 2010.

Group

Revenue for the Group increased by 25.6% to $918.0 million in 2011, compared to $730.9 million in 2010. Excluding the contribution of the MSI and Promopharm acquisitions, organic revenue grew by $55.7 million, or 7.6%, driven by growth in the Branded and Injectables businesses.

The Group's gross profit was $395.3 million, up 10.6% from $357.3 million in 2010. Gross margin was 43.1%, compared to 48.9% in the prior year, reflecting the loss of the contribution from higher margin colchicine sales in 2010, increased employee wages and benefits across the MENA region, the consolidation of the lower margin MSI business and the effect of negative foreign exchange movements on sales and raw material costs.

Group operating expenses grew by 24.5% to $276.7 million, compared to $222.2 million in 2010. As a percentage of revenue, Group operating expenses were 30.1%, in line with 2010. The following paragraphs address the Group's main operating expenses in turn.

Sales and marketing expenses grew more slowly than Group revenue during the year, increasing by 17.5% to $125.3 million, compared to $106.7 million in 2010, and decreased as a percentage of sales to 13.6% in 2011, compared to 14.6% in 2010. This primarily reflects the strong performance of our global Injectables business, with its relatively lower sales and marketing expenses as a percentage of sales and the benefits of increased scale.

General and administrative expenses increased by 26.9% to $107.5 million, compared to $84.8 million in the prior year. As a percentage of sales, general and administrative expenses were 11.7% in 2011, compared to 11.6% in 2010. Excluding the impact of acquisition and integration costs of $16.4 million in 2011 and $7.7 million in 2010, Group general and administrative expenses were $91.2 million in 2011, or 9.9% of sales, compared to 10.5% in 2010. This reflects good control of costs across the Group in 2011.

In line with our strategy to increase investment in R&D across the Group, R&D grew by 32.2% to $31.2 million. Total investment in R&D represented 3.4% of Group revenue, compared to 3.2% in 2010. We expect to significantly increase our R&D investment to around 4.5% of Group sales in 2012, as we work to develop our global portfolio, particularly for our global Injectables products.

During 2011, we have had success in executing our strategy to build our API and R&D capabilities through strategic investments in India and China. We acquired a minority stake in Unimark Remedies Limited ("Unimark"), a leading manufacturer of API ingredients and API intermediates. We will collaborate with Unimark to develop new strategic APIs and finished products, enabling us to bring more products in more therapeutic areas to market globally. We also acquired a minority stake in Hubei Haosun Pharmaceutical Co Ltd ("Haosun"), a Chinese company that develops and manufactures niche, difficult to make APIs. This investment gives us access to a high quality, long term source of oncology API.

Other net operating expenses increased on a reported basis by $5.4 million to $12.6 million in 2011. However, excluding non-recurring gains of $7.2 million in 2010 arising from the revaluation of the previously held interests in the Tunisian company Ibn Al Baytar and the Algerian company Al Dar Al Arabia, net operating expenses decreased by $1.8 million in 2011 compared to the prior year.

Operating profit for the Group was $118.7 million, compared to $135.1 million in 2010. Group operating margin was 12.9%, compared to 18.5% in 2010. Adjusted Group operating profit was $145.8 million compared to $143.0 million in 2010.

Research & Development(11)

The Group's product portfolio continues to grow. In 2011 the Group's portfolio expanded to 667 compounds in 1,598 dosage forms and strengths through acquisitions and new product launches. We manufacture and/or sell 207of these compounds under-license.

Across all businesses and markets, a total of 91 products were launched. In addition, the Group received 114 approvals.

 
                Total marketed products      Products launched in 2011 
-------------  ---------------------------  -------------------------------------------- 
                                                                          Total launches 
                                                             New dosage    across all 
                            Dosage forms                      forms and    countries 
                Compounds    and strengths   New compounds    strengths    in 2011(12) 
 
 Branded        448         1,168            6               12           43 
 
 Injectables    169         308              7               14           43 
 
 Generics       50          122              2               5            5 
               ----------  ---------------  --------------  -----------  --------------- 
 
 Group          667         1,598            15              31           91 
 
 
 
 
                                                                Products pending approval as at 
                Products approved in 2011                       31 Dec 2011 
-------------  ---------------------------------------------  ----------------------------------------------- 
 
                                                                                             Total pending 
                                             Total approvals                                 approvals across 
                                New dosage    across                           New dosage    all countries 
                                 forms and    all countries                     forms and    as of 31 Dec 
                New compounds    strengths    in 2011(12)      New compounds    strengths    2011(12) 
 
 Branded        8               14           39                79              149          232 
 
                 7              8            61                72              116          239 
 Injectables 
                5               14           14                22              22           22 
 Generics 
               --------------  -----------  ----------------  --------------  -----------  ------------------ 
 
 Group          20              36           114               173             287          493 
 
 

(11) Products are defined as pharmaceutical compounds sold by the Group. New compounds are defined as pharmaceutical compounds not yet launched by the Group and existing compounds being introduced into a new segment

(12) Totals include all compounds and formulations that are either launched, approved or pending approval across all markets

To ensure the continuous development of our product pipeline, we submitted 154 regulatory filings in 2011 across all regions and markets. As of 31 December 2011, we had a total of 493 pending approvals across all regions and markets.

At 31 December 2011, we had a total of 126 new products under development, the majority of which should receive several marketing authorisations for differing strengths and/or product forms over the next few years.

Net finance expense

Net finance expense increased to $22.9 million, compared to $13.5 million in 2010. The increase reflects higher borrowings in 2011 as a result of the MSI, Promopharm, Elie Pharmaceuticals, Unimark and Haosun acquisitions. Additionally, it reflects higher bank charges related to trade financing in the MENA region. We expect the net finance expense in 2012 to be around $32 million, reflecting the full year cost of new debt facilities, including higher interest loans in local currencies that will help to provide a natural hedge for foreign currency exposure. It also reflects an increase in bank charges as we continue to grow our MENA business.

Profit before tax

Profit before tax for the Group decreased by 22.4% to $93.9 million, compared to $121.0 million in 2010. Adjusted profit before tax was $121.0 million, compared to $128.9 million in 2010.

Tax

The Group incurred a tax expense of $10.4 million in 2011, compared to $21.5 million in 2010. The effective tax rate was 11.1%, compared to 17.7% in 2010. This reflects the reduced profitability in the US in 2011, as well as the benefit of a European Union tax credit arising in Portugal in 2011. Given the changing geographic mix of sales, we expect the Group's effective tax rate to be around 20% in 2012.

Profit for the year

The Group's profit attributable to equity holders of the parent was $80.1 million, compared to $98.8 million in 2010. Adjusted profit attributable to equity holders of the parent decreased by 2.2% to $100.9 million, compared to $103.1 million in 2010.

Earnings per share

Basic earnings per share for the year to 31 December 2011 were 41.3 cents, compared to 51.4 cents in 2010. Adjusted diluted earnings per share were 51.0 cents, compared to 52.4 cents in 2010.

Dividend

The Board has recommended a final dividend of 7.5 cents per share (approximately 4.6 pence per share), which will make a dividend for the full year of 13.0cents per share, maintained in line with 2010. The proposed final dividend will be paid on 24 May 2012 to shareholders on the register on 20 April 2012, subject to approval by shareholders at the Annual General Meeting.

Net cash flow, working capital and net debt

Group cash flow from operations was $126.4 million, including the $21.1 million impact of financing MSI's working capital requirements, compared to $152.5 million in 2010. Excluding MSI, Group net cash flow from operating activities decreased by 3.3% to $147.5 million. Strong growth in operating cash flow in MENA helped to offset the exceptional colchicine benefit in 2010.

Excluding the MSI acquisition, the Group continued to deliver significant improvements in working capital in 2011, reducing its overall working capital cycle by 15 days to 198 days. This reflects our commitment to improve collections, increase the factoring of receivables and optimise our supply chain. Including acquisitions, the Group working capital cycle improved by 20 days to 193 days, reflecting the shorter payment terms in the US.

Capital expenditure increased to $69.0 million, compared to $49.1 million in 2010. In 2011, investment was focused on the expansion of our manufacturing capabilities in the MENA region, which accounted for $47.3 million in expenditure. This underlines our future growth expectations for MENA and our commitment to the region. Further investment included upgrades to the MSI facility and the completion of our new lyophilisation plant in Portugal as well as maintenance capex. We expect capital expenditure in 2012 to be between $85 and $90 million, as we continue to expand our manufacturing capacity in the MENA region and our Injectables capacity in the US.

Group net debt increased from $101.1 million at 31 December 2010 to $421.9 million at 31 December 2011, reflecting the successful negotiation of new debt facilities of $345.0 million. Net debt to EBITDA was 2.6 times, compared to 0.6 times at 31 December 2010. The increase in borrowing was principally to finance $325.0 million of acquisitions completed during the year.

In December 2011, the Group further enhanced its borrowing capacity by signing a new $110 million loan agreement with the International Finance Corporation ("IFC"). The nine-year loan facility will be used to support Hikma's ongoing programme of capital expenditure and expansion in MENA. This facility is currently undrawn.

Balance sheet

During the year, shareholder equity was negatively impacted by unrealised foreign exchanges losses of $15.3 million, reflecting the depreciation of the Euro, the Moroccan Dirham and the Algerian Dinar against the US dollar, resulting from the revaluation of net assets denominated in currencies other than US dollars.

2012 outlook

We expect to deliver Group revenue growth of around 20% in 2012. Overall, we remain confident in Hikma's medium and long term growth prospects and look forward to another strong year in 2012.

Responsibility statement

The responsibility statement below has been prepared in connection with the company's full annual report for the year ended 31 December 2010. Certain parts thereof are not included within this announcement.

We confirm to the best of our knowledge:

-- The financial statements, prepared in accordance with the International Financial Reporting Standards as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole; and

-- The Business review, which is incorporated into the Directors' report, includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties they face.

 
 
 By order of the Board 
 
 
  Said Darwazah Khalid Nabilsi 
  Chief Executive Officer Chief Financial Officer 
 
  13 March 2012 
 
 

Cautionary statement

This preliminary announcement has been prepared solely to provide additional information to shareholders to assess the Group's strategies and the potential for those strategies to succeed. It should not be relied on by any other party or for any other purpose.

Forward looking statements

Certain statements in this announcement are forward-looking statements - using words such as "intends", "believes", "anticipates" and "expects". Where included, these have been made by the Directors in good faith based on the information available to them up to the time of their approval of this announcement. By their nature, forward-looking statements are based on assumptions and involve inherent risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements, and should be treated with caution. These risks, uncertainties or assumptions could adversely affect the outcome and financial effects of the plans and events described in this announcement. Forward-looking statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. You should not place undue reliance on forward-looking statements, which speak as only of the date of the approval of this announcement.

Except as required by law, the Company is under no obligation to update or keep current the forward-looking statements contained in this announcement or to correct any inaccuracies which may become apparent in such forward-looking statements.

Hikma Pharmaceuticals PLC

Consolidated statement of comprehensive income

for the year ended 31 December 2011

 
                                                         Notes                 2011               2010 
                                                                               $000               $000 
                                                                    ---------------   ---------------- 
 Continuing operations 
 Revenue                                                     3              918,025            730,936 
 Cost of sales                                               3            (522,676)          (373,592) 
                                                                    ---------------   ---------------- 
 Gross profit                                                3              395,349            357,344 
                                                                    ---------------   ---------------- 
 Sales and marketing costs                                                (125,295)          (106,673) 
 General and administrative 
  expenses                                                                (107,540)           (84,755) 
 Research and development costs                                            (31,218)           (23,608) 
 Other operating expenses (net)                                            (12,608)            (7,213) 
                                                                    ---------------   ---------------- 
 Total operating expenses                                                 (276,661)          (222,249) 
 Adjusted operating profit                                                  145,824            143,025 
 Exceptional items: 
  - Acquisition and integration 
   related expenses                                          4             (16,368)            (7,705) 
  - Gains on revaluation of previously 
   held equity interests                                     4                    -              7,176 
  - Inventory related adjustment                             4              (1,770)                  - 
 Intangible amortisation*                                    4              (8,998)            (7,401) 
------------------------------------------  ----------  ------      ---------------   ---------------- 
 
 Operating profit                                            3              118,688            135,095 
 Results from associated companies                                          (1,164)                  - 
 Finance income                                                                 468                346 
 Finance expense                                                           (23,368)           (13,856) 
 Other expense (net)                                                          (732)              (603) 
                                                                    ---------------   ---------------- 
 Profit before tax                                                           93,892            120,982 
 Tax                                                         5             (10,423)           (21,455) 
 Profit for the year                                                         83,469             99,527 
                                                                    ===============   ================ 
 Attributable to: 
 Non-controlling interests                                                    3,362                678 
 Equity holders of the parent                                                80,107             98,849 
                                                                    ---------------   ---------------- 
                                                                             83,469             99,527 
                                                                    ===============   ================ 
 Cumulative effect of change 
  in fair value 
  of available for sale investments                                            (42)                 75 
 Cumulative effect of change 
  in fair value 
  of financial derivatives                                                    (692)              (256) 
 Exchange difference on translation 
  of foreign operations                                                    (15,294)           (19,532) 
 Total comprehensive income 
  for the year                                                               67,441             79,814 
                                                                    ===============   ================ 
 Attributable to: 
 Non-controlling interests                                                    3,557            (1,023) 
 Equity holders of the parent                                                63,884             80,837 
                                                                    ---------------   ---------------- 
                                                                             67,441             79,814 
                                                                    ===============   ================ 
 Earnings per share (cents) 
 Basic                                                       7                 41.3               51.4 
                                                                    ===============   ================ 
 Diluted                                                     7                 40.5               50.2 
                                                                    ===============   ================ 
 Adjusted basic                                              7                 52.0               53.6 
                                                                    ===============   ================ 
 Adjusted diluted                                            7                 51.0               52.4 
                                                                    ===============   ================ 
 
 

* Intangible amortisation comprises the amortisation on intangible assets other than software.

Hikma Pharmaceuticals PLC

Consolidated balance sheet

at 31 December 2011

 
                                    Note            2011                         2010 
                                                    $000                         $000 
                                          --------------  --------------------------- 
 Non-current assets 
 Intangible assets                               408,804                      269,120 
 Property, plant and 
  equipment                                      421,357                      317,463 
 Interests in associated                          37,445                            - 
  companies 
 Deferred tax assets                              36,072                       23,288 
 Available for sale 
  investments                                        435                          477 
 Financial and other non-current 
  assets                                          11,644                       11,357 
                                                 915,757                      621,705 
                                          --------------  --------------------------- 
 Current assets 
 Inventories                         8           239,260                      182,192 
 Income tax asset                                  1,486                        7,518 
 Trade and other receivables         9           315,856                      237,185 
 Collateralised and 
  restricted cash                                  2,595                        3,573 
 Cash and cash equivalents                        94,715                       62,718 
 Other current assets                              5,973                          929 
                                                 659,885                      494,115 
                                          --------------  --------------------------- 
 Total assets                                  1,575,642                    1,115,820 
                                          ==============  =========================== 
 Current liabilities 
 Bank overdrafts and 
  loans                                          152,853                       81,015 
 Obligations under finance 
  leases                                           3,300                        2,251 
 Trade and other payables            10          171,098                      127,555 
 Income tax provision                             14,561                       12,621 
 Other provisions                                  9,398                        8,641 
 Other current liabilities                        39,373                       36,540 
                                                 390,583                      268,623 
                                          --------------  --------------------------- 
 Net current assets                              269,302                      225,492 
                                          --------------  --------------------------- 
 Non-current liabilities 
 Long-term financial 
  debts                              11          344,895                       78,040 
 Deferred income                                     249                          335 
 Obligations under finance 
  leases                                          18,134                        6,118 
 Deferred tax liabilities                         23,147                       12,404 
                                                 386,425                       96,897 
                                          --------------  --------------------------- 
 Total liabilities                               777,008                      365,520 
                                          ==============  =========================== 
 Net assets                                      798,634                      750,300 
                                          ==============  =========================== 
 
 Equity 
 Share capital                       12           34,904                       34,525 
 Share premium                                   278,094                      275,968 
 Own shares                                      (2,222)                      (2,220) 
 Other reserves                                  465,799                      435,649 
                                          --------------  --------------------------- 
 Equity attributable to equity 
  holders of the parent                          776,575                      743,922 
 Non-controlling interests                        22,059                        6,378 
                                          --------------  --------------------------- 
 Total equity                                    798,634                      750,300 
                                          ==============  =========================== 
 

Hikma Pharmaceuticals PLC

Consolidated statement of changes in equity

at 31 December 2011

 
                                                                                                                                                                      Total 
                                                                                                                                                                     equity 
                                                                                                                                                               attributable 
                                                                                                                                                                  to equity 
                                                                                                                                                               shareholders 
                           Merger           Revaluation          Translation         Retained          Total        Share            Share          Own              of the     Non-controlling         Total 
                          reserve              reserves             reserves         earnings       reserves      capital          premium       shares              parent           interests        equity 
                             $000                  $000                 $000             $000           $000         $000             $000         $000                $000                $000          $000 
                   --------------  --------------------  -------------------  ---------------  -------------  -----------  ---------------  -----------  ------------------  ------------------  ------------ 
  Balance 
   at 1 January 
   2010                    33,920                 4,266                5,751          327,130        371,067       34,236          272,785      (2,203)             675,885               7,372       683,257 
 Profit for 
  the year                      -                     -                    -           98,849         98,849            -                -            -              98,849                 678        99,527 
 Cumulative 
  effect of 
  change in 
  fair value 
  of available 
  for sale 
  investments                   -                     -                    -               75             75            -                -            -                  75                   -            75 
 Cumulative 
  effect of 
  change in 
  fair value 
  of financial 
  derivatives                   -                     -                    -            (256)          (256)            -                -            -               (256)                   -         (256) 
 Realisation 
  of revaluation 
  reserve                       -                 (181)                    -              181              -            -                -            -                   -                   -             - 
 Currency 
  translation 
  loss                          -                     -             (17,831)                -       (17,831)            -                -            -            (17,831)             (1,701)      (19,532) 
-----------------  --------------  --------------------  -------------------  ---------------  -------------  -----------  ---------------  -----------  ------------------  ------------------  ------------ 
 Total 
  comprehensive 
  income for 
  the year                      -                 (181)             (17,831)           98,849         80,837            -                -            -              80,837             (1,023)        79,814 
 Issue of 
  equity shares                 -                     -                    -                -              -          289            3,183            -               3,472                   -         3,472 
 Purchase 
  of own shares                 -                     -                    -                -              -            -                -        (107)               (107)                   -         (107) 
 Cost of 
  equity settled 
  employee 
  share scheme                  -                     -                    -            4,473          4,473            -                -            -               4,473                   -         4,473 
 Exercise 
  of employees 
  long term 
  incentive 
  plan                          -                     -                    -             (90)           (90)            -                -           90                   -                   -             - 
 deferred 
  tax arising 
  on share-based 
  payments                      -                     -                    -            1,461          1,461            -                -            -               1,461                   -         1,461 
 Current 
  tax arising 
  on share-based 
  payments                      -                     -                    -              974            974            -                -            -                 974                   -           974 
 Dividends 
  on ordinary 
  shares (note 
  12)                           -                     -                    -         (23,073)       (23,073)            -                -            -            (23,073)                   -      (23,073) 
 Acquisition 
  of subsidiaries               -                     -                    -                -              -            -                -            -                   -                  29            29 
-----------------  --------------  --------------------  -------------------  ---------------  -------------  -----------  ---------------  -----------  ------------------  ------------------  ------------ 
 Balance 
  at 31 December 
  2010 and 
  1 January 
  2011                     33,920                 4,085             (12,080)          409,724        435,649       34,525          275,968      (2,220)             743,922               6,378       750,300 
 Profit for 
  the year                      -                     -                    -           80,107         80,107            -                -            -              80,107               3,362        83,469 
 Cumulative 
  effect of 
  change in 
  fair value 
  of available 
  for sale 
  investments                   -                     -                    -             (42)           (42)            -                -            -                (42)                   -          (42) 
 Cumulative 
  effect of 
  change in 
  fair value 
  of financial 
  derivatives                   -                     -                    -            (692)          (692)            -                -            -               (692)                   -         (692) 
 Realisation 
  of revaluation 
  reserve                       -                 (181)                    -              181              -            -                -            -                   -                   -             - 
 Currency 
  translation 
  loss                          -                     -             (15,489)                -       (15,489)            -                -            -            (15,489)                 195      (15,294) 
-----------------  --------------  --------------------  -------------------  ---------------  -------------  -----------  ---------------  -----------  ------------------  ------------------  ------------ 
 Total 
  comprehensive 
  income for 
  the year                      -                 (181)             (15,489)           79,554         63,884            -                -            -              63,884               3,557        67,441 
 Issue of 
  equity shares                 -                     -                    -                -              -          379            2,126            -               2,505                   -         2,505 
 Purchase 
  of own shares                 -                     -                    -                -              -            -                -        (115)               (115)                   -         (115) 
 Cost of 
  equity settled 
  employee 
  share scheme                  -                     -                    -            7,507          7,507            -                -            -               7,507                   -         7,507 
 Exercise 
  of employees 
  long term 
  incentive 
  plan                          -                     -                    -            (113)          (113)            -                -          113                   -                   -             - 
 Deferred 
  tax arising 
  on share-based 
  payments                      -                     -                    -          (5,644)        (5,644)            -                -            -             (5,644)                   -       (5,644) 
 Current 
  tax arising 
  on share-based 
  payments                      -                     -                    -            3,750          3,750            -                -            -               3,750                   -         3,750 
 Dividends 
  on ordinary 
  shares (note 
  6)                            -                     -                    -         (25,201)       (25,201)            -                -            -            (25,201)               (100)      (25,301) 
 Acquisition 
  of subsidiaries               -                     -                    -                -              -            -                -            -                   -              26,650        26,650 
 Adjustment 
  arising 
  from change 
  in 
  non-controlling 
  interests                     -                     -                    -         (14,033)       (14,033)            -                -            -            (14,033)            (14,914)      (28,947) 
 Issue of 
  equity shares 
  of subsidiary                 -                     -                    -                -              -            -                -            -                   -                 488           488 
-----------------  --------------  --------------------  -------------------  ---------------  -------------  -----------  ---------------  -----------  ------------------  ------------------  ------------ 
 Balance 
  at 31 December 
  2011                     33,920                 3,904             (27,569)          455,544        465,799       34,904          278,094      (2,222)             776,575              22,059       798,634 
-----------------  --------------  --------------------  -------------------  ---------------  -------------  -----------  ---------------  -----------  ------------------  ------------------  ------------ 
 
 

Hikma Pharmaceuticals PLC

Consolidated cash flow statement

at 31 December 2011

 
                                              Note                      2011                      2010 
                                                                        $000                      $000 
                                                    ------------------------  ------------------------ 
 Net cash from operating activities                                  126,397                   152,540 
 Investing activities 
 Purchases of property, plant and 
  equipment                                                         (69,032)                  (49,121) 
 Proceeds from disposal of property, 
  plant and equipment                                                    696                     1,556 
 Purchase of intangible assets                                       (8,967)                   (4,074) 
 Proceeds from disposal of intangible 
  assets                                                                 191                       566 
 Acquisition of interest in associated                              (38,610)                         - 
  companies 
 Investment in financial and other 
  non-current assets                                                   (287)                  (10,800) 
 Proceeds from disposal of available 
  for sale investments                                                     -                       140 
 Acquisition of subsidiary undertakings 
  net of cash acquired                                             (217,779)                  (23,000) 
 Payments of costs directly attributable 
  to acquisitions                                4                  (10,147)                   (7,705) 
 Finance income                                                          468                       346 
 Net cash used in investing activities                             (343,467)                  (92,092) 
                                                    ------------------------  ------------------------ 
 Financing activities 
 Decrease/(Increase) in collateralised 
  cash                                                                   978                   (1,140) 
 Increase in long-term financial debts                               335,353                    19,045 
 Repayment of long-term financial 
  debts                                                             (68,364)                  (59,177) 
 Increase in short-term borrowings                                    59,095                    14,147 
 Decrease in obligations under finance 
  leases                                                             (2,028)                     (616) 
 Dividends paid                                                     (25,201)                  (23,073) 
 Dividends paid to non-controlling                                     (101)                         - 
  shareholders 
 Interest paid                                                      (23,758)                  (13,754) 
 Proceeds from issue of new shares                                     2,390                     3,365 
 Proceeds from non-controlling interest for                              488                         - 
  capital increase in subsidiary 
 Acquisition of non-controlling interest                            (29,196)                         - 
  in subsidiary 
                                                    ------------------------  ------------------------ 
 Net cash generated by/(used in) financing 
  activities                                                         249,656                  (61,203) 
                                                    ------------------------  ------------------------ 
 Net increase/(decrease) in cash and 
  cash equivalents                                                    32,586                     (755) 
 Cash and cash equivalents at beginning 
  of year                                                             62,718                    65,663 
 Foreign exchange translation movements                                (589)                   (2,190) 
                                                    ------------------------  ------------------------ 
 Cash and cash equivalents at end 
  of year                                                             94,715                    62,718 
                                                    ========================  ======================== 
 

Hikma Pharmaceuticals PLC

1. Basis of preparation

The financial information set out above does not constitute the company's statutory accounts for the years ended 31 December 2011 or 2010, but is derived from those accounts. Statutory accounts for 2010 have been delivered to the Registrar of Companies and those for 2011 will be delivered following the company's annual general meeting. The auditors have reported on those accounts; their reports were unqualified, did not draw attention any matters by way of emphasis without qualifying their report and did not contain statements under S498 (2) or (3) of the Companies Act 2006. Hikma Pharmaceuticals PLC's consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board. The financial statements have also been prepared in accordance with IFRSs adopted for use in the European Union and therefore comply with Article 4 of the EU IAS Regulation. The financial statements have been prepared under the historical cost convention, except for the revaluation to market of certain financial assets and liabilities. The preliminary announcement is based on the Company's financial statements.

The Group's previously published financial statements were also prepared in accordance with International Financial Reporting Standards. These International Financial Reporting Standards have been subject to amendment and interpretation by the International Accounting Standards Board and the financial statements presented for the years ended 31 December 2010 and 31 December 2011 have been prepared in accordance with those revised standards. Unless stated otherwise these policies are in accordance with the revised standards that have been applied throughout the year and prior years presented in the financial statements.

The presentational and functional currency of Hikma Pharmaceuticals PLC is the US Dollar as the majority of the Company's business is conducted in US Dollars (USD).

2. Going concern

The directors believe that the Group is well diversified due to its geographic spread, product diversity and large customer and supplier base. The Group operates in the relatively defensive generic pharmaceuticals industry which the directors expect to be less affected compared to other industries.

The Group has increased its year end net debt position to $421.9 million (2010: $101.1 million) following significant investment in acquisitions. Operating cash flow in 2011 was $126.4 million (2010: $152.5 million). The Group has $396.4 million (2010: $264.8 million) of undrawn banking facilities. These facilities are well diversified across the operating subsidiaries of the Group and are with a number of financial institutions. The Group's forecasts, taking into account reasonable possible changes in trading performance, facility renewal sensitivities and maturities of long-term debt, show that the Group should be able to operate well within the levels of its facilities and their related covenants.

After making enquiries, the directors believe that the Group is adequately placed to manage its business and financing risks successfully despite the current uncertain economic and political outlook. The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The directors therefore continue to adopt the going concern basis in preparing the financial statements.

3. Segmental reporting

For management purposes, the Group is currently organised into three operating divisions - Branded, Injectables and Generics. These divisions are the basis on which the Group reports its segment information.

The Group discloses underlying operating profit as the measure of segment result as this is the measure used in the decision-making and resource allocation process of the chief operating decision maker, who is the Group's Chief Executive Officer.

Information regarding the Group's operating segments is reported below.

The following is an analysis of the Group's revenue and results by reportable segment in 2011:

 
 Year ended 
 31 December 2011                   Branded     Injectables             Generic            Others               Group 
                                       $000            $000                $000              $000                $000 
                            ---------------  --------------  ------------------  ----------------  ------------------ 
 Revenue                            441,907         315,728             154,813             5,577             918,025 
 Cost of sales                    (227,830)       (188,151)           (102,609)           (4,086)           (522,676) 
                            ---------------  --------------  ------------------  ----------------  ------------------ 
 Gross profit                       214,077         127,577              52,204             1,491             395,349 
 Adjusted segment 
  result                            105,143          54,938              17,124           (2,369)             174,836 
 Exceptional items: 
  - Integration related 
   expenses                           (921)         (4,551)                   -                 -             (5,472) 
  - Inventory related 
   adjustments                            -         (1,770)                   -                 -             (1,770) 
 Intangible amortisation*           (5,763)         (3,186)                (39)              (10)             (8,998) 
--------------------------  ---------------  --------------  ------------------  ----------------  ------------------ 
 Segment result                      98,459          45,431              17,085           (2,379)             158,596 
                            ===============  ==============  ==================  ================ 
 
 Adjusted Unallocated 
  corporate expenses                                                                                         (29,012) 
 Exceptional items: 
  - Acquisition related 
   expenses                                                                                                  (10,896) 
--------------------------  ---------------  --------------  ------------------  ----------------  ------------------ 
 
 Unallocated corporate 
  expenses                                                                                                   (39,908) 
 
 Adjusted operating 
  profit                                                                                                      145,824 
--------------------------  ---------------  --------------  ------------------  ----------------  ------------------ 
 
 Operating profit                                                                                             118,688 
 Results from associated 
  companies                                                                                                   (1,164) 
 Finance income                                                                                                   468 
 Finance expense                                                                                             (23,368) 
 Other expense (net)                                                                                            (732) 
                                                                                                   ------------------ 
 Profit before tax                                                                                             93,892 
 Tax                                                                                                         (10,423) 
                                                                                                   ------------------ 
 Profit for the year                                                                                           83,469 
                                                                                                   ================== 
 Attributable to: 
 Non-controlling interest                                                                                       3,362 
 Equity holders of 
  the parent                                                                                                   80,107 
                                                                                                               83,469 
                                                                                                   ================== 
 

* Intangible amortisation comprises the amortisation of intangible assets other than software.

"Others" mainly comprise Arab Medical Containers Ltd, International Pharmaceutical Research Center Ltd and the chemicals division of Hikma Pharmaceuticals Ltd Jordan.

Unallocated corporate expenses are primarily made up of employee costs, office costs, professional fees, donations, travel expenses and acquisition related expenses.

 
 Segment assets and 
  liabilities                                                                                Corporate 
  2011                                  Branded         Injectables         Generic         and others         Group 
                                           $000                $000            $000               $000          $000 
                               ----------------  ------------------  --------------  -----------------  ------------ 
 Additions to property, 
  plant and equipment 
  (cost)                                 44,869              11,926          12,925                975        70,695 
 Acquisition of subsidaries' 
  property, plant and 
  equipment (net book 
  value)                                 24,125              50,071               -                  -        74,196 
 Additions to intangible 
  assets                                  5,054               2,520           1,106                287         8,967 
 Intangible assets 
  arising on acquisition                110,900              40,324               -                  -       151,224 
 Total property, plant 
  and equipment and 
  intangible assets 
  (net book value)                      527,240             244,725          50,759              7,437       830,161 
 Depreciation                            18,205              10,521           6,250                684        35,660 
 Amortisation (including 
  software)                               7,064               3,748             307                224        11,343 
 Interests in associated 
  companies                                   -                   -               -             37,445        37,445 
 Balance sheet 
 Total assets                           958,709             389,819         168,526             58,588     1,575,642 
                               ================  ==================  ==============  =================  ============ 
 Total liabilities                      490,523             197,271          31,514             57,700       777,008 
                               ================  ==================  ==============  =================  ============ 
 

The following is an analysis of the Group's revenue and results by reportable segment in 2010:

 
 Year ended 
 31 December 2010               Branded        Injectables             Generic            Others               Group 
                                   $000               $000                $000              $000                $000 
                            -----------  -----------------  ------------------  ----------------  ------------------ 
 Revenue                        394,166            157,439             174,491             4,840             730,936 
 Cost of sales                (190,733)           (86,437)            (92,710)           (3,712)           (373,592) 
                            -----------  -----------------  ------------------  ----------------  ------------------ 
 Gross profit                   203,433             71,002              81,781             1,128             357,344 
                            -----------  -----------------  ------------------  ----------------  ------------------ 
 
 Adjusted segment 
  result                         96,230             26,224              51,258           (2,889)             170,823 
 Exceptional items 
  : 
  - Gains on revaluation 
   of previously held 
   equity interests               7,176                  -                   -                 -               7,176 
 Intangible amortisation*       (4,732)            (2,500)               (169)                 -             (7,401) 
--------------------------  -----------  -----------------  ------------------  ----------------  ------------------ 
 Segment result                  98,674             23,724              51,089           (2,889)             170,598 
                            ===========  =================  ==================  ================  ================== 
 
 Adjusted unallocated 
  corporate expenses                                                                                        (27,798) 
 Exceptional items 
  : 
  - Acquisition related 
   expenses                                                                                                  (7,705) 
--------------------------  -----------  -----------------  ------------------  ----------------  ------------------ 
 
 Unallocated corporate 
  expenses                                                                                                  (35,503) 
 
 
 Adjusted operating 
  profit                                                                                                     143,025 
--------------------------  -----------  -----------------  ------------------  ----------------  ------------------ 
 
 Operating profit                                                                                            135,095 
 Finance income                                                                                                  346 
 Finance expense                                                                                            (13,856) 
 Other expense (net)                                                                                           (603) 
                                                                                                  ------------------ 
 Profit before tax                                                                                           120,982 
 Tax                                                                                                        (21,455) 
                                                                                                  ------------------ 
 Profit for the year                                                                                          99,527 
                                                                                                  ================== 
 Attributable to: 
 Non-controlling interest                                                                                        678 
 Equity holders of 
  the parent                                                                                                  98,849 
                                                                                                              99,527 
                                                                                                  ================== 
 

* Intangible amortisation comprises the amortisation of intangible assets other than software.

"Others" mainly comprise Arab Medical Containers Ltd, International Pharmaceutical Research Center Ltd and the chemicals division of Hikma Pharmaceuticals Ltd Jordan.

Unallocated corporate expenses are primarily made up of employee costs, office costs, professional fees, donations, travel expenses and acquisition related expenses.

 
 Segment assets and 
  liabilities                                                                            Corporate 
  2010                              Branded         Injectables         Generic         and others         Group 
                                       $000                $000            $000               $000          $000 
                               ------------  ------------------  --------------  -----------------  ------------ 
 Additions to property, 
  plant and equipment 
  (cost)                             32,747               7,428           6,798              2,125        49,098 
 Acquisition of subsidiary's 
  property, plant and 
  equipment (net book 
  value)                             24,437                   -               -                  -        24,437 
 Additions to intangible 
  assets                              2,147               1,902               5                 20         4,074 
 Intangible assets 
  arising on acquisition             28,066                   -               -                  -        28,066 
 Total property, plant 
  and equipment and 
  intangible assets 
  (net book value)                  397,301             146,818          32,682              9,782       586,583 
 Depreciation                        16,032               5,517           6,373              1,169        29,091 
 Amortisation (including 
  software)                           6,044               2,848             365                 85         9,342 
 Balance sheet 
 Total assets                       755,936             184,039         150,015             25,830     1,115,820 
                               ============  ==================  ==============  =================  ============ 
 Total liabilities                  240,438              77,217          26,967             20,898       365,520 
                               ============  ==================  ==============  =================  ============ 
 

The following table provides an analysis of the Group's sales by geographical market, irrespective of the origin of the goods/services:

 
                                    Sales revenue 
                                          by 
                                     geographical 
                                        market 
                                     For the year 
                                   ended 31 December 
                                      2011       2010 
                                      $000       $000 
                                ----------  --------- 
 Middle East and North Africa      508,776    446,524 
 United States                     317,334    204,389 
 Europe and Rest of the World       87,622     79,133 
 United Kingdom                      4,293        890 
                                   918,025    730,936 
                                ==========  ========= 
 

The top selling markets are USA, Saudi Arabia and Algeria with total sales of USD 317.3 million (2010: USD 204.4 million), USD 121.4 million (2010: USD 118.5 million) and USD 102.5 million (2010: USD 88.8 million), respectively.

Included in revenues arising from the Branded and Injectables segments are revenues of approximately USD 101.9 million (2010: USD 99.4 million) which arose from sales to the Group's largest customer which is located in Saudi Arabia.

The following is an analysis of the total non current assets excluding deferred tax and financial instruments and an analysis of total assets by the geographical area in which the assets are located:

 
                                    Total non current 
                                     assets excluding 
                                     deferred tax and 
                                   financial instruments       Total assets as 
                                     as at 31 December          at 31 December 
                                -------------------------  ---------------------- 
                                        2011         2010        2011        2010 
                                        $000         $000        $000        $000 
                                ------------  -----------  ----------  ---------- 
 Middle East and North Africa        567,935      417,076   1,019,288     774,402 
 Europe                              141,481      146,844     197,128     185,945 
 United States                       131,589       33,589     349,705     150,018 
 United Kingdom                          800          431       9,521       5,455 
                                     841,805      597,940   1,575,642   1,115,820 
                                ============  ===========  ==========  ========== 
 

4. Exceptional items and intangible amortisation

Exceptional items are disclosed separately in the statement of comprehensive income to assist in the understanding of the Group's underlying performance.

 
                                                  2011              2010 
                                                  $000              $000 
                                      ----------------  ---------------- 
 Acquisition related expenses                 (10,896)           (7,705) 
 Integration related expenses                  (5,472)                 - 
                                      ----------------  ---------------- 
                                              (16,368)           (7,705) 
 Gains on revaluation of previously 
  held equity interests                              -             7,176 
 Inventory related adjustment                  (1,770)                 - 
                                      ----------------  ---------------- 
 Exceptional items                            (18,138)             (529) 
 Intangible amortisation *                     (8,998)           (7,401) 
 Exceptional items and intangible 
  amortisation                                (27,136)           (7,930) 
 Tax effect                                      6,374             3,666 
 Impact on profit for the year                (20,762)           (4,264) 
                                      ================  ================ 
 

* Intangible amortisation comprises the amortisation on intangible assets other than software.

Acquisition and integration related expenses are costs incurred in acquiring the Baxter Healthcare Multi-Source injectables business (MSI), Societe de Promotion Pharmaceutique du Maghreb S.A. (Promopharm) S.A, and Elie Pharmaceuticals Businesses, now called ("Savanna"). Acquisition related expenses are included in the unallocated corporate expenses while integration related expenses are included in segment results. Further details are set out in note 15 "Acquisition of subsidiaries".

Acquisition related expenses mainly comprises of third party consulting services, legal and professional fees.

USD 10.1 million (31 December 2010: USD 7.7million) of costs have been classified as investing activities in the cash flow statement relating to the cash outflow in respect of acquisition and integration costs in the period.

The inventory related adjustments reflect the fair value uplift of the inventory acquired as part of the MSI acquisition (refer to note 15).

In the prior year, acquisition related expenses related to transaction costs incurred in acquiring Ibn Al Baytar, Al Dar Al Arabia and MSI, for which the process of completion commenced in the second half of 2010. These were included in the unallocated corporate expenses.

Gains on revaluation of previously held equity interests related to gains arising from the remeasurement to fair value of the previously held equity interests in Ibn Al Baytar and Al Dar Al Arabia. These were included within other operating expenses (net).

   5.     Tax 
 
 
                                    2011          2010 
                                    $000          $000 
                             -----------  ------------ 
 Current tax: 
    Foreign tax                   15,541        27,037 
    Prior year adjustments       (1,358)         (691) 
 Deferred tax                    (3,760)       (4,891) 
                                  10,423        21,455 
                             ===========  ============ 
 

UK corporation tax is calculated at 26.5% (2010: 28%) of the estimated assessable profit made in the UK for the year.

Effective tax rate for the Group is 11.1% (2010: 17.74%).

Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdiction.

The charge for the year can be reconciled to profit before tax per the statement of comprehensive income as follows:

 
 
                                              2011          2010 
                                              $000          $000 
                                      ------------  ------------ 
 Profit before tax:                         93,892       120,982 
                                      ------------  ------------ 
 Tax at the UK corporation tax rate 
  of 26.5% (2010: 28%)                      24,881        33,875 
 Profits taxed at different rates         (10,796)      (15,184) 
 Permanent differences                     (5,158)           853 
 Temporary differences for which no 
  benefit is recognised                      2,854         2,602 
 Prior year adjustments                    (1,358)         (691) 
 Tax expense for the year                   10,423        21,455 
                                      ============  ============ 
 
   6.     Dividends 
 
                                            2011     2010 
                                            $000     $000 
                                         -------  ------- 
 Amounts recognised as distributions 
  to equity holders in the year: 
 Final dividend for the year ended 
  31 December 2010 of 7.5 cents (2009: 
  6.5 cents) per share                    14,497   12,473 
 Interim dividend for the year ended 
  31 December 2011 of 5.5 cents (2010: 
  5.5 cents) per share                    10,704   10,600 
                                          25,201   23,073 
                                         =======  ======= 
 

The proposed final dividend for the year ended 31 December 2011 is 7.5 cents (2010: 7.5 cents) per share, bringing the total dividends for the year to 13.0 cents (2010: 13.0 cents) per share.

   7.     Earnings per share 

Earnings per share are calculated by dividing the profit attributable to equity holders of the parent by the weighted average number of ordinary shares. The number of ordinary shares used for the basic and diluted calculations are shown in the table below. Adjusted basic earnings per share and adjusted diluted earnings per share are intended to highlight the adjusted results of the Group before exceptional items and intangible amortisation. A reconciliation of the basic and adjusted earnings used is also set out below:

 
                                                         2011          2010 
                                                         $000          $000 
                                                  -----------  ------------ 
 Earnings for the purposes of basic and 
  diluted earnings per share being net profit 
  attributable to equity holders of the parent         80,107        98,849 
                                                  ===========  ============ 
 Exceptional items (see note 4)                        18,138           529 
 Intangible amortisation*                               8,998         7,401 
 Tax effect of adjustments                            (6,374)       (3,666) 
 Adjusted earnings for the purposes of adjusted 
  basic and diluted earnings per share being 
  adjusted net profit attributable to equity 
  holders of the parent                               100,869       103,113 
                                                  ===========  ============ 
                                                       Number        Number 
 Number of shares                                        '000          '000 
 Weighted average number of Ordinary Shares 
  for the purposes of basic earnings per 
  share                                               194,135       192,304 
 Effect of dilutive potential Ordinary Shares: 
 Share based awards                                     3,633         4,551 
                                                  -----------  ------------ 
 Weighted average number of Ordinary Shares 
  for the purposes of diluted earnings per 
  share                                               197,768       196,855 
                                                  ===========  ============ 
 
                                                         2011          2010 
                                                     Earnings      Earnings 
                                                    per share     per share 
                                                        Cents         Cents 
                                                  -----------  ------------ 
 Basic                                                   41.3          51.4 
                                                  -----------  ------------ 
 Diluted                                                 40.5          50.2 
                                                  -----------  ------------ 
 Adjusted basic                                          52.0          53.6 
                                                  -----------  ------------ 
 Adjusted diluted                                        51.0          52.4 
                                                  -----------  ------------ 
 

*Intangible amortisation comprises the amortisation of intangible assets other than software.

   8.     Inventories 
 
                                          2011      2010 
                                          $000      $000 
                                      --------  -------- 
          Finished goods                77,862    50,829 
          Work-in-progress              28,039    29,592 
          Raw and packing materials    114,449    81,864 
          Goods in transit              18,910    19,907 
                                       239,260   182,192 
                                      ========  ======== 
 

Goods in transit include inventory held at third parties whilst in transit between Group companies.

   9.     Trade and other receivables 
 
                                                    2011     2010* 
                                                    $000      $000 
                                        ----------------  -------- 
          Trade receivables                      292,100   216,334 
          Prepayments                             16,015    12,451 
          Value added tax recoverable              5,188     6,219 
          Interest receivable                        490       223 
          Employee advances                        2,063     1,958 
                                                 315,856   237,185 
                                        ================  ======== 
 

* Certain balances have been reclassified to conform with current period presentation. Trade receivables in 2010 were net of USD 16,000,000 of provisions for expired goods, certain returns and other rebates, which have now been included in other current liabilities.

   10.      Trade and other payables 
 
                                             2011      2010 
                                             $000      $000 
                                         --------  -------- 
          Trade payables                   97,756    74,936 
          Accrued expenses                 60,276    42,428 
          Employees' provident fund *       4,181     2,625 
          VAT and sales tax payables          535       452 
          Dividends payable **              2,207     2,256 
          Social security withholdings      1,107     1,130 
          Income tax withholdings           2,482     2,074 
          Other payables                    2,554     1,654 
                                          171,098   127,555 
                                         ========  ======== 
 

* The employees' provident fund liability mainly represents the outstanding contributions due to the Hikma Pharmaceuticals Limited - Jordan retirement benefit plan, on which the fund receives 5% interest.

** Dividends payable includes USD 2,022,000 (2010: USD 2,072,000) due to the previous shareholders of APM.

11. Long-term financial debts

 
                                                    2011           2010 
                                                    $000           $000 
                                           -------------  ------------- 
 
          Total loans                            410,197        114,235 
          Less: current portion of loans        (65,302)       (36,195) 
                                           -------------  ------------- 
          Long-term financial loans              344,895         78,040 
                                           =============  ============= 
 
          Breakdown by maturity: 
          Within one year                         65,302         36,195 
          In the second year                      84,488         34,193 
          In third year                           63,732         26,700 
          In the fourth year                      65,490          6,167 
          In the fifth year                       58,069          3,735 
          Thereafter                              73,116          7,245 
                                                 410,197        114,235 
                                           =============  ============= 
 
          Breakdown by currency: 
          USD                                    346,405         67,237 
          Euro                                    18,394         30,181 
          Algerian Dinar                          37,400         10,951 
          Egyptian Pound                           4,343          1,998 
          Tunisian Dinar                           3,655          3,868 
                                           -------------  ------------- 
                                                 410,197        114,235 
                                           =============  ============= 
 

The loans are held at amortised cost.

Included in the table above are the following major arrangements entered by the Group during the year::

a) A five year USD 100 million syndicated loan and a four year USD 45 million revolver was entered into on 2 May 2011. The term loan has been partially repaid by USD 25 million on 15 December 2011. There is an outstanding balance at the year end of USD 81 million and an unused revolver balance of USD 39 million. Quarterly repayments for the term loan should commence on 30 June 2012 and will continue until 2 May 2016. The revolver maturity date is 2 May 2015. This financing has been used to fund the acquisitions of the MSI injectables business in the US.

b) A seven year syndicated loan of up to USD 180 million was entered into on 27 September 2011. The loan has an outstanding balance at year end of 140 million and a zero unused available limit. The syndicated loan has been underwritten by USD 140 million. As of the balance sheet date the syndicate was not closed. Quarterly repayments for the term loan should commence 18 months after the date of the agreement and will continue until the 84th month after the date of the agreement. Payment will be made with equal instalments representing 3.182% from the loan balance and a bullet payment of 30% at the maturity of the loan. The loan has been used to finance the Moroccan acquisition and the Group general capital expenditures.

12. Share capital

 
 Issued and fully paid 
  - included in shareholders' 
  equity: 
                                            2011                          2010 
                                ----------------------------  ---------------------------- 
                                         Number                      Number 
                                           '000         $000           '000           $000 
                                ---------------  -----------  -------------  ------------- 
 At 1 January                           193,517       34,525        191,628         34,236 
 Issued during the year                   2,334          379          1,889            289 
 At 31 December                         195,851       34,904        193,517         34,525 
                                ===============  ===========  =============  ============= 
 

13. Net cash from operating activities

 
                                                                      2011               2010 
                                                                      $000               $000 
                                                         -----------------  ----------------- 
 Profit before tax                                                  93,892            120,982 
 Adjustments for: 
 Depreciation and amortisation of: 
 Property, plant and equipment                                      35,660             29,091 
 Intangible assets                                                  11,343              9,342 
 Gain on revaluation of previously held equity 
  interest                                                               -            (7,176) 
 Loss on disposal of property, plant and equipment                      22                376 
 Gain on disposal of intangible assets                                (91)              (162) 
 Movement on provisions                                                757              2,488 
 Movement on deferred income                                          (87)              (159) 
 Cost of equity settled employee share scheme                        7,507              4,473 
 Payments of costs directly attributable to 
  acquisitions                                        4             10,147              7,705 
 Finance income                                                      (468)              (346) 
 Interest and bank charges                                          23,368             13,856 
 Results from associates                                             1,164                  - 
                                                         -----------------  ----------------- 
 Cash flow before working capital                                  183,214            180,470 
 Change in trade and other receivables                            (59,898)             10,689 
 Change in other current assets                                    (4,570)                322 
 Change in inventories                                             (8,199)           (19,295) 
 Change in trade and other payables                                 15,987             16,102 
 Change in other current liabilities                                 1,958            (3,091) 
                                                         -----------------  ----------------- 
 Cash generated by operations                                      128,492            185,197 
 Income tax paid                                                   (2,095)           (32,657) 
 Net cash generated from operating activities                      126,397            152,540 
                                                         =================  ================= 
 

14. Related party balances

Transactions between the Company and its subsidiaries have been eliminated on consolidation and are not disclosed in this note. Transactions between the Group and its associate and other related parties are disclosed below.

During the year, Group companies entered into the following trading transactions with related parties:

Darhold Limited: is a related party of the Group because it is considered one of the major shareholders of Hikma Pharmaceuticals PLC with ownership percentage of 29.2% at the end of 2011 (2010: 29.5%). Further details on the relationship between Mr. Samih Darwazah, Mr. Said Darwazah, Mr. Mazen Darwazah and Mr. Ali Al-Husry, and Darhold Limited are given in the Directors' Report.

Other than dividends (as paid to all shareholders), there were no transactions between the Group and Darhold Limited in the year.

Capital Bank - Jordan: is a related party of the Group because during the year two board members of the Bank were also board members at Hikma Pharmaceuticals PLC. Total cash balances at Capital Bank - Jordan were USD 610,000 (2010: USD 2,169,000). Loans and overdrafts granted by Capital Bank to the Group amounted to USD 3,841,000 (2010: USD 48,000) with interest rates ranging between 8.25% and 3MLIBOR + 1. Total interest expense incurred against Group facilities was USD 7,000 (2010: USD 18,000). Total interest income received was Nil (2010: USD 8,000) and total commission paid in the year was USD 8,000 (2010: USD 76,000).

Jordan International Insurance Company: is a related party of the Group because one board member of the company is also a board member at Hikma Pharmaceuticals PLC. Total insurance premiums paid by the Group to Jordan International Insurance Company during the year were USD 3,035,000 (2010: USD 2,166,000). The Group's insurance expense for Jordan International Insurance Company contracts in the year 2011 was USD 2,902,000 (2010: USD 2,481,000). The amounts due from Jordan International Insurance Company at the year end were USD 109,000 (2010: Due to USD 66,000).

Mr. Yousef Abd Ali: Mr. Yousef Abd Ali is a related party of the Group because he holds a non-controlling interest in Hikma Lebanon of 33%, the amount owed to Mr. Yousef by the Group as at 31 December 2011 was USD 150,000 (2010: USD 161,000).

Labatec Pharma: is a related party of the Group because it is owned by Mr. Samih Darwazah. During 2011 the Group total sales to Labatec Pharma amounted to USD 34,000 (2010: USD 414,000) and the Group total purchases from Labatec amounted to USD 3,805,000 (2010: USD 1,373,000). At 31 December 2011 the amount owed to Labatec Pharma from the Group was USD 753,000 (2010: USD 193,000).

King and Spalding: is a related party of the Group because the partner of the firm is a board member and the company secretary of West-Ward. King and Spalding is an outside legal counsel firm that handles general legal matters for West-Ward. During 2011 fees of USD 1,216,000 (2010: USD 927,000) were paid for legal services provided.

15. Acquisition of subsidiaries

During the year, Hikma acquired three businesses: Baxter Healthcare Corporation's Multi-Source injectables (MSI) business, Societe de Promotion Pharmaceutique du Maghreb S.A. (Promopharm) and Savanna Pharmaceuticals Industries Co.Ltd (Savanna), as disclosed below:

MSI

On 2 May 2011, the Group completed the acquisition of Baxter Healthcare Corporation's Multi-Source Injectables (MSI) business for cash consideration of USD103,839,000 and deferred consideration of USD 12,684,000 of which USD 11,542,000 is the discounted value of a non interest bearing note and due in two payments, February 2012 and November 2012. This deferred consideration has been treated as a financial liability in accordance with IAS 32 Financial Instruments: Presentation and IFRS 3 revised (2008): Business Combinations.

The purpose of the acquisition was to significantly enhance the scale and scope of Hikma's global Injectables platform.

The acquisition was a trade and asset based transaction. It is considered a business combination in accordance with IFRS 3 revised (2008): Business Combinations as Hikma's wholly owned subsidiary West-Ward Pharmaceutical acquired an integrated set of activities and assets that can be managed for the purpose of providing a return to the shareholders.

Due to the timing of the acquisition, the fair value and goodwill arising on acquisition stated below are considered to be provisional.

The goodwill arising represents the synergies that will be obtained by integrating MSI into the existing business and increasing the scale of Hikma's Injectables business.

The Group consolidated statement of comprehensive income for the year includes pre tax acquisition and integration related costs amounting to USD 9,983,000 and the amortisation of a fair value inventory adjustment of USD 1,770,000.

The net assets acquired in the transaction and the provisional goodwill arising are set out below:

 
 Multi-Source Injectables 
                                                                       Fair value 
                                                   Book value          adjustment               Fair value 
                                                         $000                $000                     $000 
-----------------------------------------  ------------------  ------------------       ------------------ 
 Product rights                                             -               8,435   a                8,435 
 Property, plant and equipment                        125,263            (75,192)   b               50,071 
 
 Inventories                                           48,312            (12,059)    c              36,253 
 Prepaid expenses                                       7,906                   -                    7,906 
 
 Deferred taxes asset                                       -              14,937    d              14,937 
 
 Liabilities                                         (11,264)            (21,704)    e            (32,968) 
 Identifiable net assets                           170,217               (85,583)                   84,634 
                                           ------------------  ------------------       ------------------ 
 
 Consideration                                                                                     116,523 
 Less: identifiable net assets                                                                    (84,634) 
 Goodwill                                                                                           31,889 
                                                                                        ================== 
 
 Consideration is satisfied by 
  : 
 Cash                                                                                              103,839 
 Deferred consideration                                                                             12,684 
                                                                                                   116,523 
                                                                                        ================== 
 
 Cash consideration                                                                                103,839 
 Cash and cash equivalents acquired                                                                      - 
                                                                                        ------------------ 
 Net cash outflow arising on acquisition                                                           103,839 
                                                                                        ================== 
 

a. Product rights relating to thirty six product licenses and approvals has been valued based on the type of rights acquired. A discounted cash flow approach has been taken based on excess earnings by product group, applying a discount rate applicable for any market participant.

Useful lives of 9 -14 years have been determined.

b. The property, plant and equipment acquired have been valued by a third party expert at current market values.

   c.     Inventories have been valued as follows: 
   a.     Raw materials at the current replacement cost. 

b. Finished goods and work in process at the estimated selling prices less a cost to dispose and complete less a reasonable profit attributable to selling effort.

Following a rigorous internal review of inventory acquired as part of the acquisition, it has been determined that certain inventory items are not marketable. Consequently, the value of this inventory has been reduced to nil.

   d.     Taxable temporary differences have been identified by reference to IAS 12 "income tax". 

e. Liabilities include finance lease obligations acquired which have been revalued using a discounted future cash flow method and applying the Company's incremental borrowing rate as the discount rate, in addition to other fair value adjustments.

Certain measurement period adjustments have been recorded following the discovery of quality issues relating to certain products.

Goodwill recognised is expected to be deductible for income tax purposes.

Full year impact of acquisition:

The revenue and net gain, excluding pre tax acquisition and integration related costs amounting to USD 9,983,000 and the amortisation of a fair value inventory adjustment of USD 1,770,000 of MSI from the date of the acquisition that is included in the Group's consolidated statement of comprehensive income for the year amounted to USD 120,300,000 and USD 11,636,000 respectively.

Promopharm

On 3 October 2011, the Group completed the acquisition of 63.9% of Societe de Promotion Pharmaceutique du Maghreb S.A. (Promopharm) business for cash consideration of USD 111,195,000. The consolidated statement of comprehensive income for the year includes pre tax acquisition related costs amounting to USD 4,696,000.

By 31 December 2011 the Group acquired an additional stake of 20.4% for a cash consideration of USD 29,196,000 through the purchase of additional shares in the market. The additional 20.4% stake has been treated as a separate transaction and was therefore accounted for as an acquisition of non-controlling interest in accordance with IAS 27 Consolidated and Separate Financial Statements. The difference between the consideration paid, including related expenses of USD 1,174,000, and reduction in non-controlling interest, has been adjusted against retained earnings attributable to the equity holders of the parent in accordance with IAS 32 Financial Instruments: Presentation.

Subsequent to 31 December 2011 the Group acquired an additional 9.8% stake for cash consideration of USD 12,009,000 to bring the total ownership to 94.1%. This was completed as part of a mandatory tender offer, which closed on 6 January 2012.

This acquisition will deliver a substantial local manufacturing presence in Morocco, the fourth largest pharmaceutical market in MENA, and completes Hikma's footprint in the region and provides an excellent distribution platform for launching Hikma's leading strategic products in the Moroccan market. This acquisition will create opportunities to export Promopharm's product portfolio to Hikma's existing markets, leveraging Hikma's extensive sales and marketing operations across MENA, and developing Hikma's presence in West African markets.

Due to the timing of the acquisition closing on 3 October 2011, the fair value and goodwill arising on acquisition stated below are considered to be provisional.

The goodwill arising represents synergies that will be obtained by integrating Promopharm into the existing business.

The net assets acquired in the transaction and the provisional goodwill arising are set out below:

 
 Promopharm 
                                                                                  Fair value 
                                                   Book value                     adjustment              Fair value 
                                                         $000                           $000                    $000 
                                        ---------------------  ----------------------------- 
Trade name                                                  -                          4,213  a                4,213 
Customer relationships/base                                 -                         15,914  b               15,914 
Product related                                             -                         19,100  c               19,100 
Software                                                   63                              -                      63 
Cash and cash equivalent                               16,982                              -                  16,982 
Accounts receivable, net                                9,179                              -                   9,179 
Inventories                                            12,377                              -                  12,377 
Deferred taxes asset                                    1,052                              -                   1,052 
Tangible fixed assets                                  15,732                            500  d               16,232 
Financial debts                                       (1,248)                              -                 (1,248) 
Trade accounts payable                                (7,628)                              -                 (7,628) 
Income tax provision                                    (342)                              -                   (342) 
Provisions                                              (159)                              -                   (159) 
Deferred taxes liabilities                                  -                       (11,918)  e             (11,918) 
 Net assets acquired                                   46,008                         27,809                  73,817 
 
          Total consideration                                                                                111,195 
          Less: identifiable net 
           assets                                                                                           (73,817) 
          Less: non-controlling 
           interest 
           - 36.1%                                                                                            26,649 
          Goodwill                                                                                            64,027 
 
          Consideration is satisfied 
           by: 
          Cash                                                                                               111,195 
                                                                                                             111,195 
 
          Cash consideration                                                                                 111,195 
          Cash and cash equivalents 
           acquired                                                                                         (16,982) 
          Net cash outflow arising on 
           acquisition                                                                                        94,213 
 

a. Trade names relate to twenty six generic drugs included in Promopharms's portfolio as well as eighteen others in the pipeline which have been valued under the relief from royalty method. Useful lives of ten years have been determined.

b. Customer relationships represent established customer relationships with individuals or other businesses that repeatedly order from a company. Customer relationships were valued by using the multi excess earnings method. Useful lives of 15 years have been determined.

c. Product related intangibles represent molecule rights, sales and distribution agreements and manufacturing and licensing agreements.

d. The property, plant and equipment acquired have been valued by a third party expert at current market values.

e. Taxable temporary differences have been identified by reference to IAS 12 "income tax".

Goodwill recognised is expected to be non deductable for income tax purposes.

The revenue and net gain, excluding pre tax acquisition related costs amounting to USD 4,696,000 of Promopharm from the date of the acquisition that is included in the Groups' consolidated statement of comprehensive income for the year amounted to USD 11,187,000 and USD 1,203,000 respectively.

Full year impact of acquisitions:

If the acquisition of MSI and Promopharm had been completed on the first day of the financial year, the Group's revenues for the year would have been approximately USD 1,012,914,000 and the Group's profit attributable to equity holders of the Parent would have been approximately USD 82,451,000. The appropriate additional contribution by entity for the period from the beginning of the year up to the acquisition date is illustrated in the table below:

 
                              Effect          Effect 
                          on Group's      on Group's 
                            revenues          profit 
                                $000            $000 
          MSI                 57,971           2,597 
          Promopharm          36,918           (253) 
                              94,889           2,344 
 

16. Foreign exchange currencies

The currencies that have a significant impact on the Group accounts and the exchange rates used are as follows:

 
                                 Period end rates    Average rates 
                                    2011      2010     2011     2010 
          USD/EUR                 0.7722    0.7545   0.7180   0.7531 
          USD/Sudanese Pound      2.8918    3.1049   2.9869   2.5209 
          USD/Algerian Dinar     76.0061   74.0273  72.8147  74.3916 
          USD/Saudi Riyal         3.7495    3.7495   3.7495   3.7495 
          USD/British Pound       0.6470    0.6464   0.6233   0.6467 
          USD/Jordanian Dinar     0.7090    0.7090   0.7090   0.7090 
          USD/Egyptian Pound      6.0481    5.8224   5.9648   5.6555 
          USD/Japanese Yen       77.4136   81.5533  79.7414  87.8289 
          USD/Moroccan Dirham     8.6133    8.4104   8.3682   8.4898 
 

Principal Risks and Uncertainties

The Group's business faces risks and uncertainties. The section below sets out the principal risks and uncertainties that the Group considers could have a significant effect on its financial condition, results of operations or future performance. The list is not set out in order of priority and other risks, currently unknown or not considered material, could have a similar effect.

Operational risks

 
Risk                                    Potential impact                        Mitigation 
Compliance with regulatory 
 requirements 
> Failure to comply with                            > Delays in supply                      > Commitment to maintain 
 applicable regulatory requirements                 or an inability to                      the highest levels 
 and manufacturing standards                        market or develop the                   of quality across 
 (often referred to as 'Current                     Group's products                        all manufacturing 
 Good Manufacturing Practices'                                                              facilities 
 or cGMP)                                           > Delayed or denied 
                                                    approvals for the                       > Strong global compliance 
                                                    introduction                            function that oversees 
                                                    of new products                         compliance across 
                                                                                            the Group 
                                                    > Product complaints 
                                                    or recalls                              > Remuneration and 
                                                                                            reward structure that 
                                                    > Bans on product sales                 helps retain experienced 
                                                    or importation                          personnel 
 
                                                    > Disruptions to                        > Continuous staff 
                                                    operations                              training and know-how 
                                                                                            exchange 
                                                    > Potential for litigation 
                                                                                            > On-going development 
                                                                                            of standard operating 
                                                                                            procedures 
Regulation changes 
> Unanticipated legislative                   > Restrictions on the                   > Strong oversight 
 and regulatory actions,                       sale of one or more                     of local regulatory 
 developments and changes                      of our products                         environments to help 
 affecting the Group's operations                                                      anticipate potential 
 and products                                  > Restrictions on our                   changes 
                                               ability to sell our 
                                               products at a profit                    > Local operations 
                                                                                       in all of our key 
                                               > Unexpected additional                 markets 
                                               costs required to produce, 
                                               market or sell our                      > Representation and/or 
                                               products                                affiliation with local 
                                                                                       industry bodies 
                                               > Increased compliance 
                                               costs                                   > Diverse geographical 
                                                                                       and therapeutic business 
                                                                                       model 
Commercialisation of new 
 products 
      > Delays in the receipt                 > Slowdown in revenue                         > Experienced regulatory 
       of marketing approvals,                 growth from new products                     teams able to accelerate 
       the authorisation of price                                                           submission processes 
       and re-imbursement                      > Inability to deliver                       across all of our 
                                               a positive return on                         markets 
       > Lack of approval and                  investments in R&D, 
       acceptance of new products              manufacturing and sales                      > Highly qualified 
       by physicians, patients                 and marketing                                sales and marketing 
       and other key decision-makers                                                        teams across all markets 
 
       > Inability to confirm                                                               > A diversified product 
       safety, efficacy, convenience                                                        pipeline with over 
       and/or cost-effectiveness                                                            173 compounds pending 
       of our products as compared                                                          approval, covering 
       to competitive products                                                              a broad range of 
                                                                                            therapeutic 
       > Inability to participate                                                           areas 
       in tender sales 
                                                                                            > A systematic commitment 
                                                                                            to quality that helps 
                                                                                            to secure approval 
                                                                                            and acceptance of 
                                                                                            new products and mitigate 
                                                                                            potential safety issues 
Product safety 
> Unforeseen product safety                         > Interruptions to                > Diversification 
 issues for marketed products,                       revenue flow                      of product portfolio 
 particularly in respect                                                               across key markets 
 of in-licensed products                             > Costs of recall,                and therapies 
                                                     potential for litigation 
                                                                                       > Working with stakeholders 
                                                     > Reputational damage             to understand issues 
                                                                                       as they arise 
Product development 
> Failure to secure new                       > Inability to grow                     > Experienced and 
 products or compounds for                     sales and increase                      successful in-house 
 development                                   profitability for the                   R&D team, with specifically 
                                               Group                                   targeted product development 
                                                                                       pathways 
                                               > Lower return on investment 
                                               in research and development             > Continually developing 
                                                                                       and multi-faceted 
                                                                                       approach to new product 
                                                                                       development 
 
                                                                                       > Strong business 
                                                                                       development team 
 
                                                                                       > Track record of 
                                                                                       building in-licensed 
                                                                                       brands 
 
                                                                                       > Position as licensee 
                                                                                       of choice for our 
                                                                                       key MENA geography 
Co-operation with Third 
 parties 
> Inability to renew or                       > Loss of products                      > Investment in long-term 
 extend in-licensing or                        from our portfolio                      relationships with 
 other co-operation agreements                                                         existing in-licensing 
 with third parties                            > Revenue interruptions                 partners 
 
                                               > Failure to recoup                     > Experienced legal 
                                               sales and marketing                     team capable of negotiating 
                                               and business development                robust agreements 
                                               costs                                   with our partners 
 
                                                                                       > Continuous development 
                                                                                       of new partners for 
                                                                                       licensing and co-operation 
 
                                                                                       > Diverse revenue 
                                                                                       model with in-house 
                                                                                       R&D capabilities 
Increased competition 
      > New market entrants in                > Loss of market share                  > On-going portfolio 
       key geographies                                                                diversification, differentiation 
                                               > Decreasing revenues                  and renewal through 
       > On-going pricing pressure             on established portfolio               internal R&D, in-licensing 
       in increasingly commoditised                                                   and product acquisition 
       markets 
                                                                                      > Continuing focus 
                                                                                      on expansion of geographies 
                                                                                      and therapeutic areas 
Disruptions in the manufacturing 
 supply chain 
            > Inability to procure                  > Inability to develop                  > Alternate approved 
            active ingredients from                  and/or commercialise                    suppliers of active 
            approved sources                         new products                            ingredients 
 
            > Inability to procure                   > Inability to market                   > Long-term relationships 
            active ingredients on                    existing products as                    with reliable raw 
            commercially                             planned                                 material suppliers 
            viable terms 
                                                     > Lost revenue streams                  > Corporate auditing 
            > Inability to procure                   on short notice                         team continuously 
            the quantities of active                                                         monitors regulatory 
            ingredients needed to meet               > Reduced service levels                compliance of API 
            market requirements                      and damage to customer                  suppliers 
                                                     relationships 
            >                                                                                > Focus on improving 
                                                     > Inability to supply                   service levels and 
                                                     finished product to                     optimising our supply 
                                                     our customers in a                      chain 
                                                     timely fashion 
Economic and political 
 and unforeseen events 
      > The failure of control,               > Disruptions to manufacturing          > Geographic diversification, 
      a change in the economic                 and marketing plans                     with 22 manufacturing 
      conditions (including the                                                        facilities and sales 
      Eurozone), political environment         > Lost revenue streams                  in more than 40 countries 
      or sustained civil unrest 
      in any particular market                 > Inability to market                   > Product diversification, 
      or country                               or supply products                      with 667 products 
                                                                                       and 1,598 dosage strengths 
      > Unforeseen events such                                                         and forms 
      as fire or flooding could 
      cause disruptions to 
      manufacturing 
      or supply 
Litigation 
> Commercial, product liability               > Financial impact                > In-house legal counsel 
 and other claims brought                      on Group results from             with relevant jurisdictional 
 against the Group                             adverse resolution                experience 
                                               of proceedings 
 
                                               > Reputational damage 
 

Financial risks

 
Risk                                   Impact                           Mitigation 
Foreign exchange risk 
> Exposure to foreign exchange         > Fluctuations in the                  > Entering into currency 
 movements, primarily in                Group's net asset values               derivative contracts 
 the European, Algerian,                and profits upon translation           where possible 
 Sudanese and Egyptian currencies       into US dollars 
                                                                               > Foreign currency 
                                                                               borrowing 
 
                                                                               > Matching foreign 
                                                                               currency revenues 
                                                                               to in-jurisdiction 
                                                                               costs 
Interest rate risk 
> Volatility in interest               > Fluctuating impact                         > Optimisation of 
 rates                                  on profits before taxation                   fixed and variable 
                                                                                     rate debt as a proportion 
                                                                                     of our total debt 
 
                                                                                     > Use of interest 
                                                                                     rate swap agreements 
Credit Risk 
      > Inability to recover                 > Reduced working capital              > Clear credit terms 
       trade receivables                      funds                                  for settlement of 
                                                                                     sales invoices 
       > Concentration of significant         > Risk of bad debt 
       trade balances with key                or default                             > Group Credit policy 
       customers in the MENA region                                                  limiting credit exposures 
       and the US 
                                                                                     > Use of various financial 
                                                                                     instruments such as 
                                                                                     letters of credit, 
                                                                                     factoring and credit 
                                                                                     insurance arrangements 
Liquidity Risk 
> Insufficient free cash                     > Reduced liquidity                    > Continual evaluation 
 flow and borrowings headroom                 and working capital                    of headroom and borrowing 
                                              funds 
                                                                                     > Committed debt facilities 
                                              > Inability to meet 
                                              short-term working                     > Diversity of institution, 
                                              capital needs and,                     subsidiary and geography 
                                              therefore, to execute                  of borrowings 
                                              our long term strategic 
                                              plans 
Tax 
> Changes to tax laws and                    > Negative impact on       > Close observation 
 regulations in any of the                    the Group's effective      of any intended or 
 markets in which we operate                  tax rate                   proposed changes to 
                                                                         tax rules, both in 
                                              > Costly compliance        the UK and in other 
                                              requirements               key countries where 
                                                                         the Group operates 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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