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Annual Financial Report

29th Apr 2016 07:00

RNS Number : 7301W
Bioquell PLC
29 April 2016
 

Bioquell PLC announces its 2015 preliminary results

 

Bioquell PLC (LSE symbol: BQE), the provider of specialist microbiological control technologies to the international Healthcare, Life Science and Defence markets today announces its 2015 preliminary results.

Unless otherwise indicated, all financial information set out in this document relates to continuing activities and does not include any contribution from TRaC Global Limited ("TRaC"), the sale of which completed on 7 May, 2015.

Financial highlights

Group revenues were broadly flat at £26.9 million (2014: £27.3 million)

EBITDA increased by £1.2 million to £3.4 million (2014: £2.2 million) (EBITDA means pre-exceptional earnings before interest, tax, depreciation and amortisation)

Operating profit before exceptional items was £0.8 million (2014: loss of £0.8 million)

Profit before tax was £0.6 million (2014: loss of £4.8 million)

Profit on sale of TRaC was £33.6 million

Net cash was £47.6 million (2014: £1.1 million)

Earnings per share on continuing activities were 1.5p (2014: loss per share of 8.9p)

Operational activities

Underlying demand from the Life Sciences and Healthcare sectors increased in the year: micro-organism contamination remains an ongoing challenge in these sectors around the world and regulatory oversight is increasing

Significant increase in sales of QUBE - a modular aseptic work station manufactured using proprietary technology

Launch of a new, small and easy-to-use room decontamination technology designed for the Healthcare market - the BQ-50 - with encouraging levels of initial market demand

Good growth in consumables

Cost reduction in the second half resulted in annualised savings of approximately £1 million

 

Nigel Keen, Chairman of Bioquell PLC, said:

"We made good progress in 2015 in adjusting the product offerings, cost base and strategic direction of our microbiological contamination control business - whilst at the same time realising substantial value for shareholders around the sale of TRaC."

"In the second half of 2015 we reduced our annualised cost base by a further £1 million and growing profitability from this division can be seen in the financial information."

"The strategic review process that commenced in May 2015 is ongoing and further announcements will be made in due course."

"The feedback from the Strategic Review work has included the observation that the substantial amount of cash on the Company's balance sheet is unhelpful and, mindful that the Strategic Review was announced in May 2015, the Board has decided to proceed in any event with the return of cash to Shareholders. Accordingly, the Company announced separately today its intention to launch, subject to Shareholders' approval, a £42.7 million tender offer at a price of £2.00 per Share for 50% of the Company's issued Share capital."

 

 

 

 

 

 

 

 

 

 

Chairman's statement

 

In 2015 the transformation of the Group continued, in part catalysed by the successful sale of TRaC Global Limited ("TRaC") which generated a profit on disposal of £33.6 million. In our microbiological control business we extended our range of equipment, service and consumable products. In parallel, we made good progress in increasing the proportion of recurring revenues generated from our business activities, including from our consumables.

Underlying demand for microbiological control technologies continues to grow in our core Life Sciences and Healthcare sectors: bacteria, viruses and fungi continue to cause difficulties for companies and organisations around the world.

 

Financial performance in 2015

Consolidated revenues were broadly flat at £26.9 million (2014: £27.3 million).

Life Sciences revenues increased by 1% to £19.1 million (2014: £18.9 million), in part reflecting a markedly improved performance from our Asia Pacific operations, although our US business showed year-on-year decline. Healthcare revenues were flat at £4.2 million (2014: £4.3 million), although the prior year included a one-off order to the Middle East worth some £0.5 million. Defence declined by 14% to £3.5 million (2014: £4.1 million).

Total service revenues were £10.9 million (2014: £11.3 million), with the small decline reflecting some headwinds we encountered in the US with our RBDS decontamination service business.

Overseas sales amounted to £21.2 million representing 79% of total revenues (2014: 79%).

Gross margin for the Group was unchanged at 42% (2014: 42%).

Pre-exceptional operating expenses totalled £10.6 million (2014: £12.1 million), a decrease of £1.5 million or 12%.

Exceptional charges totalled £0.2 million (2014: £3.9 million) and related to the costs of implementing headcount reductions in the fourth quarter of the year.

Discontinued activities generated a total profit of £34.5 million, comprising the gain on disposal of TRaC (£33.6 million) and the post tax profit of TRaC in the period from 1 January 2015 to its disposal on 12 May 2015 (£0.9 million).

Basic earnings per share pre-exceptional items were 1.6p (2014: loss of 8.9p).

In cash terms, expenditure on research & development declined in the year by 26% to £1.4 million (2014: £1.9 million). Moreover, capital expenditure on tangible fixed assets declined substantially to £1.0 million (2014: £2.4 million), a reduction of £1.4 million.

The Group has an extremely strong balance sheet. Net cash at the year end was £47.6 million (2014: £1.1 million). Shareholders' funds were £64.9 million (2014: £31.1 million).

The Company also announced today its intention to launch, subject to Shareholders' approval, a tender offer for 50% of the Company's issued share capital at a price of £2.00 per share. This is equivalent to returning £1 in cash per share to Shareholders and, if fully taken up, would cost the Company approximately £42.7 million (excluding costs). Further information on the tender offer and the associated documentation will be sent to Shareholders as soon as practical.

Given the extent of the return of cash to shareholders via the proposed tender offer, the Board has concluded that it would not be appropriate to pay a dividend in respect of 2015. Due consideration will be given to dividend payments in future years at the appropriate time.

Activities

We made good progress in 2015 in developing the Group with, for example, increased overseas sales of QUBEs sold into applications within the Life Sciences sector, increased service revenues in the Healthcare sector and continuing increases in consumable revenues.

Geographically our business in AsiaPac improved significantly under different management. Our start-up in Germany grew strongly, reflecting, in part, the strength of the German Life Sciences sector. In addition our Irish business started to show real progress towards the end of the year after a difficult first half.

The US market should be Bioquell's largest market. During the year we made changes in the way we take our products to marketin our US business and have made further changes since the year end to improve further the performance of this business.

We see substantial opportunities for our innovative, flexible and modular QUBE product range - particularly on the back of developments associated with cell therapy.

We continue to improve our unique Pod product - which enables us to convert open-plan, multi bed units in hospitals to bespoke single occupancy rooms in a matter of hours without the need to close the unit. To date we have focussed our Pod commercial activities on the UK in order to optimise the product offering close to our Andover-based engineering and manufacturing teams. However we intend to start rolling out the Pod internationally in 2016.

Our defence business remains lumpy; while in the short term the order book is relatively low, our prospect list for 2017 and beyond is better than it has been for some time.

Employees

On behalf of the Board, I would like to thank all the employees within the Group for their hard work and commitment during 2015. The Board is aware that the year has been difficult for employees given the uncertainty associated with the Strategic Review.

Outlook

The Board believes that the Group's product range is well positioned to benefit from strong underlying drivers of growth, including evolving regulatory requirements, in the Life Sciences and Healthcare sectors.

Underlying demand for the eradication of bioburden and the provision of an aseptic environment remains strong in theLife Sciences sector. Antibiotic resistance and hospital acquired infection remain real and increasing issues for healthcare providers around the world. There remains ongoing geopolitical stress in a number of parts of the world which is helping drive demand for our defence business.

The year has started steadily.

The Strategic Review which commenced in May 2015 is ongoing and, following the return of cash to Shareholders by way of the tender offer mechanism described above, further announcements relating to the Strategic Review will be made in due course.

Nigel Keen

Chairman

Bioquell PLC

29 April 2016

 

 

Business review

 

 

 

 

Strategic report

 

This report should be read in conjunction with the Chairman's statement which provides information on the financial performanceof the Group in 2015.

Following the disposal of TRaC in May 2015, we have reconsidered the Group's business activities and concluded that we have only one operating segment for accounting purposes, which is the microbiological contamination control business, or Bio-decontamination. The business model incorporates the sale of equipment and consumables and the provision of speciality services to the international Life Sciences & Healthcare sectors as well as equipment sales to defence companies. Accordingly we continue to describe our business with reference to the Life Sciences, Healthcare and Defence markets.

The Group has developed a unique and world-class range of technologies for the markets it serves. The primary strategic objective for the business is to increase its revenues and profits via improved and more effective selling of its market-leading range of products & services into the Life Sciences and Healthcare sectors. The business also aims to generate revenues from its defence division and specialist services including TERM - Technology Enhanced Rotational Moulding.

Given the relatively small size of the business and the significant changes that have occurred over the last few years, the Board currently considers it appropriate to monitor progress on its strategy by reference to two key performance indicators ("KPIs"): revenues and pre-tax profit. As the business develops the Board will consider adding, as appropriate, further KPIs to monitor progress against a broader range of objectives.

 

Key strategic drivers

 

Microorganisms - bacteria, viruses and fungi - are ubiquitous and can be the cause of significant problems for companies and organisations around the world. Bioquell's strategy is to generate revenues from the provision of novel, cost-effective technology-based solutions for microbiological contamination control and eradication in the Life Sciences, Healthcare and Defence sectors.

Historically our product offerings for Life Sciences and Healthcare were based solely around the Group's specialist hydrogen peroxide vapour ("HPV") decontamination technology; however, over recent years we have added a number of complementary products and services which enable us to offer a more holistic and application-based solution to our customers. In addition, mostof our customers operate in highly and increasingly regulated environments.

Development of biotech and cell therapy drugs

Over the last few years there have been major changes in the Life Sciences sector, particularly in respect of the increase in companies and organisations involved with the development of biotech or cell therapy drugs. The research and production of these therapies typically requires the use of sterile - or 'aseptic' - facilities. Bioquell has developed a range of products, services and consumables which help provide customers operating in these sectors with an aseptic environment.

Increasing antibiotic resistance and hospital acquired infection

Antibiotic resistance continues to grow with new resistance genes, such as MCR-1 or NDM-9, being identified on a regular basis. Multi-drug resistant organisms can often result in increased costs for a health system, largely due to the extended length of stayof in-patients who contract drug-resistant organisms.

Antibiotic resistance only affects bacteria. There remains little progress in developing new antibiotics capable of treating resistant Gram-negative bacteria. In-patients can also contract pathogenic fungi (such as Aspergillus). Viruses such as norovirus and MERS-CoV also create difficulties for the providers of healthcare. Accordingly, the costs and clinical consequences of hospital acquired infection continue to get worse each year.

Significant and increasing role of the regulators

Bioquell's Life Science and Healthcare customers operate in highly regulated markets. In many areas the regulators are becoming more concerned about the adverse consequences of microbial contamination and the applicable regulations are becoming more onerous. For many new cell biology-based therapies the regulatory environment is often still under development which further adds risks and complexity for companies operating in this field.

Pressure on costs affecting our business

Most health systems around the world are facing significant financial challenges associated with an aging population and the increasing costs associated with advances in medical science. As a result most healthcare systems are experiencing increasesin costs which are substantially higher than underlying inflation. Financial pressure from payers - whether governmental, insurance or self-pay - are forcing health systems to change the way that they provide and charge for healthcare. For example, the Affordable Care Act - commonly known as 'Obamacare' - is forcing US healthcare providers to reduce costs. However, reimbursement systems often differ widely around the world - and there are still hospitals in some countries which actually generate incremental revenues from patients who contract hospital acquired infection.

Evolving business model and range of products

Until recently Bioquell's business model - particularly in the Life Sciences sector - was largely predicated on equipment sales,with limited captive consumable or complementary service revenues. However, over the last five years we have been developing products and services which generate, directly or indirectly, a higher proportion of recurring revenues. For example, our recently developed HPV products have been engineered to incorporate the use of captive hydrogen peroxide consumable cartridges. Moreover, we are seeing increasing demand for our preventative maintenance service business in North America and Europe.

We have also taken a number of steps to reduce the production costs of our HPV equipment and have also repackaged certain of our technologies to enable us to provide specialist services to our client-base. This has a number of advantages including improving the size of our addressable market, reducing the sales cycle and increasing the proportion of our recurring revenues.

Historically our strategy and growth was developed around the use of HPV to eradicate microorganisms. However, over the last several years we have also reduced our dependency solely on HPV equipment sales by developing complementary products such as the QUBE (an aseptic work-station for Life Sciences customers) and the Pod (the deployment of a bespoke single occupancy room for hospitals).

Defence sector

We manufacture specialist chemical, biological, radiological and nuclear ("CBRN") filtration systems and environmental control equipment for military vehicles and fixed systems. We have taken a number of steps to try and reduce the 'lumpiness' of our defence orders, including by partnering with other companies in the sector and by extending the range of applications forour products.

Interest in our CBRN products has been helped over the last few years by increased levels of conflict in the Middle East as well as instability in Eastern Europe, particularly close to the Russian border. In addition, the reported use of chemical weapons in Syria has been a clear reminder that chemical warfare agents still represent a threat in modern-day conflicts.

Principal challenges

We are seeking to grow the Group's revenues by promoting the use of Bioquell's technology to solve microorganism-related problems for highly regulated customers in the Life Sciences and Healthcare sectors. Our prospective markets are large, international, growing but complicated - and this complexity creates its own challenges. Microorganism-related problems are becoming more challenging, largely due to increasing drug resistance. Many new, on-patent biotech drugs are highly susceptibleto bioburden contamination and are governed by increasingly complex regulations.

In implementing this strategy we encounter a number of challenges, including the international nature of our markets, highly conservative customers (who may be reluctant to adopt new technology), large competitors (with better established sales footprints and customer relationships), an increasingly fragmented and heterogeneous Life Sciences sector as well as hospitals which are often reluctant to discuss the costs and clinical impact of hospital acquired infection, and often find it easier to "do nothing".

 

Activities by sector

Life Sciences sector

Demand for healthcare and drugs continues to grow, driven by an aging population, the increasing wealth of the middle classes in the emerging markets and advances in medical science. This underlying growth in demand in the Life Sciences sector is reflected in, among other things, the levels of investment seen in research & development, clinical trials and production facilities.

Bioquell's products and technologies for the Life Sciences sector

Increasingly our customers' requirements are focussed around satisfying the relevant regulators that they have put in place appropriately validated and documented contamination-control processes. Our customers need regulatory approval to be able to start to ship products and generate revenues. In order to help our customers achieve rapid regulatory approval, in addition to our core HPV decontamination products we have developed the QUBE as well as HPV-optimised biological indicator and chemical indicator consumables. We have also developed hydrogen peroxide consumable cartridges to optimise our HPV decontamination process.

The novel Bioquell QUBE enables customers to create rapidly an aseptic environment which is equivalent to the conditions found in a Grade A cleanroom which can also be surface sterilised using Bioquell's HPV technology. The QUBE is modular and as a result can be configured in a flexible and rapid manner to best suit each customer's specific needs.

The QUBE, which is manufactured by Bioquell in the UK using proprietary manufacturing techniques, can offer customers significant financial savings and a reduction in lead-time over the construction, validation and ongoing running costs of a new clean-room. For example, in 2015 one tissue engineering customer purchased five QUBEs due to the short lead time and lower capital and operating costs of the QUBE compared to investing in cleanrooms. Many biotech or cell therapy companies are significantly smaller and have less financial resources compared to 'Big Pharma'.

Increased fragmentation of and complexity within the Life Sciences sector

The Life Sciences sector is international as well as increasingly fragmented and heterogeneous as "Big Pharma" is being replaced by new, much smaller biotech or cell therapy companies.

The Life Sciences sector comprises a number of sub-sectors including:

research & development ("R&D") - which is typically carried out in government and privately funded research institutes as well as in universities and in clinical research organisations;

production - whereby therapeutic products can be manufactured by the owner of the underlying intellectual property or by an outsourced contract manufacturer (producing generics or bio-similars). Products can comprise traditional small molecules (which are often off-patent), large biologically-active molecules (often on-patent) as well as cell therapy or tissue engineering-derived therapies; and

other - such as medical device companies and compounding pharmacies.

Within the Life Sciences sector some companies are well funded and expanding rapidly; whilst others are forced to adopt a more defensive commercial stance depending on their financial resources. Many new biotech or cell therapy companies are operatingin an environment where the regulations may not reflect fully the underlying science, particularly if bacterial or viral vectors are involved. Similarly, smaller start-ups or university "spin-outs" tend to need to move faster in order to attract additional investment whereas 'Big Pharma' tends to move much slower and be more conservative. In addition, the different (and evolving) regulatory requirements have not been harmonised between countries.

Use of distributors in many territories

The Group uses distributors to sell its products and services around the world, particularly into the Life Sciences sector.During 2015 we made a number of changes in the way that we interact with these distributors and have seen some positiveresults, in terms of growth in equipment orders, from these changes.

Healthcare sector

Bioquell's healthcare strategy is to provide technology-based solutions which help hospitals reduce their HAI rates and combat the significant issues associated with antibiotic resistance.

Background

Bioquell has invested substantial time and resources working with a number of leading international hospitals and associated academic experts to demonstrate that the use of Bioquell's HPV technology can reduce HAI rates. For example, a research paper (Passaretti C.L. et al., Clinical Infectious Diseases 2013;56(1):27-35) from a group at Johns Hopkins Hospital in Baltimore, one of America's top hospitals, showed that patients who were admitted into rooms that had been 'bioquelled' were 64% less likely to become infected with a multi-drug resistant organism.

Pod: single occupancy rooms for hospitals

Notwithstanding the numerous academic publications supporting the use of Bioquell's HPV technology to reduce HAI rates, it has become clear that a significant number of hospitals outside the United States and France encounter practical difficulties using the Group's HPV technology due to the widespread use of open-plan, multi-bed units. (Open-plan, multi-bed units are common in the UK, parts of continental Europe and also in the emerging markets, particularly within ICUs. In contrast, in the United States and France substantially all hospital beds are located in single occupancy rooms.) Open plan multi-bed units have been shown in published academic studies to have higher HAI rates than equivalent units with single patient rooms.

In order to facilitate the 'bioquelling' of bed-spaces, at the beginning of 2013 we launched the Bioquell Pod, initially as a rental-only product, focussed on the UK (NHS) market. The Pod system comprises a bespoke single occupancy room which can be easily and quickly installed in a pre-determined bed space in an open plan unit. We have worked closely and collaboratively with early adopters in the NHS to understand better how the Pod can be used optimally within UK hospitals. We have also invested in hardware and proprietary software to help the rapid design, production and deployment of Pods. As a result we now have a large library of different Pod-related design solutions and are able to respond quickly to most customer demands to convert open-plan multi-bed units into single occupancy rooms. 

 

Increasing antibiotic resistance - including CRE and MCR-1

Emerging markets in Asia, Latin America and the Middle East are facing substantial clinical challenges associated with antibiotic resistant bacteria, particularly in ICUs and principally from highly resistant Gram-negative bacteria, especially carbapenem-resistant Enterobacteriaceae (known as CPEs or CREs).

There is also increased concern about the emergence of the MCR-1 gene which was first publicised in November 2015. In short, the MCR-1 gene confers rapid Colistin resistance to Gram-negative bacteria. There have been a number of predictions that a combination of the MCR-1 gene and other resistance genes will result in the rapid emergence of pan-drug resistant (i.e. untreatable) Gram-negative bacteria which would have substantial adverse consequences and costs on the provision of healthcare aroundthe world.

The clinical consequences of such multi-drug resistant organisms are becoming far more severe. In the past, pan-drug resistance was perceived to be an academic and somewhat notional threat. Today patients are being admitted to acute care hospitals in a number of US and European cities contracting, or already infected with, strains of highly drug resistant bacteria with high associated mortality rates and costs.

The economics and financial consequences of antibiotic resistance

Although some of the latest antibiotics can be expensive, the principal cost associated with HAI is the extended length of stay in hospital for patients who contract such an infection. A number of academic studies have shown that patients who contract an HAI tend to stay in hospital significantly longer than those who do not - particularly in the case of ICU patients, whose extended stays are usually extremely costly.

Defence

Bioquell's defence business uses specialist filtration systems and other engineering solutions to provide customers with CBRN filtration systems as well as environmental control systems. Although there was a net reduction in our defence order book during 2015, we anticipate that we should secure a number of orders for our defence business in 2016.

Conclusion: the Bioquell Group

The Group has a robust strategy in place to generate high margin revenues from customers in two large, growing and highly regulated sectors: Life Sciences & Healthcare.

The substantial and 'extraordinary' phase of significant capital investment in new products and services (e.g. QUBE, Pod, BQ-50, consumables) is essentially over. Going forwards we would expect to see product line extensions and technology updates but a markedly lower requirement for investment in product development. Moreover, the Bio-decontamination division generated cash in 2015 on a standalone basis.

Sales into the Life Sciences sector currently remain key to the profitability of the Group - and we have taken clear and robust steps to address the specific issues we had encountered with this segment of our business. Our Asian Life Sciences business has responded well, although there is still more work to do with our US business. However, generally the prospects for the Group's products and services in the Life Sciences sector look encouraging.

In parallel, the increasing problems that hospitals are facing with hospital acquired infection and antibiotic resistance - as well as the lack of single occupancy rooms in many high acuity units in hospitals around the world - represent a substantial and attractive opportunity for our Healthcare division.

Nicholas Adams

Group Chief Executive

29 April 2016

 

 

 

 

 

 

 

 

 

 

 

Risks and uncertainties

 

The Group faces a number of risks and uncertainties associated with its activities. It has put in place formal risk-review structures and mechanisms to help assess and monitor such risks and uncertainties; and, as appropriate, has taken steps to mitigate the identified risks and/or uncertainties to the extent practicable. However, it is not possible to identify or anticipate all risks and uncertainties; nor is it possible to mitigate all such identified risks and uncertainties.

Set out below is a summary of the principal risks and uncertainties which the Board believes the Group faces, over and above those which are inherent with carrying out commercial activities. The description of these principal risks and uncertainties should be read in conjunction with, and considered taking into account of, the description of the activities of the Group set out elsewhere in this document and on the Group's websites.

The Board has undertaken a robust assessment of the principal risks facing the Group including those that would threaten its business model, future performance, solvency or liquidity.

A summary of how the Group seeks to mitigate some or all of these principal risks and uncertainties is also set out in the table below. Given the nature of these risks and uncertainties - as well as the general nature of risk implicit in any commercial activities - investors should be aware that there can be no assurances that the mitigation of the risks summarised below will be effective, in whole or in part.

Risk and/or uncertainty

Mitigation

Commercial. Ultimately in order to prosper the Group needs to sell its products and services to sufficient customers at an appropriate margin. This requires good marketing and effective selling of attractive products & services into large and increasingly international markets. Some of these markets are at different stages of maturity - or have different requirements due to, among other things, different levels of wealth or funding available to the market participants or differing regulatory requirements. In addition, some of the market requirements can change rapidly. Taken together it is non-trivial - and can be expensive - to have attractive products & services designed at the right price point for the different markets into which the Group sells.

The Group is spending more time talking with actual and prospective customers to try and anticipate market trends - and is working with customers to develop new products and services attractive to such customers. It is also constantly looking at ways in which it can exploit new lower cost digital marketing techniques to access new customers in a cost effective manner. Further, it is also examining ways to reduce the prime costs of its equipment and services to increase margins and benefit from inherent price elasticity in the market. Where possible the Group is seeking to simplify its operations and product offerings.

Competition. Some of the Group's competitors are substantially larger than the Group and have, among other things, greater financial, selling and political lobbying resources. Accordingly there is a risk that the Group's business could be adversely affected by actions undertaken by these large competitors. Further, although Bioquell has a numberof granted or pending patents internationally, which shouldhelp to protect the key components of its intellectual property from copying, there is a risk that competitors operating from territories with poorly enforced patent law/patent protection could copy, in part or in whole, Bioquell's products or services. In addition, in certain markets in which the Group operates there is the risk that 'doing nothing' or finding something 'good enough' is the preferred course of action taken by prospective customers for a number of reasons including apathy, management challenges, budget allocations, or a disinclination to acknowledge the severity of specific issues. Accordingly 'doing nothing' or 'doing a little' represents a form of competitive risk for some of the Group's products or services.

The Group monitors the activities of existing, new and potential competitors closely and is constantly reviewing and, as appropriate, refining its strategies, business models, sales and marketing activities, execution plans and new product development depending on, among other things, competitor activities.

The Group seeks to educate the relevant regulatory bodies or other governmental organisations responsible for the drafting or enforcement of regulations.

The Group has a significant portfolio of pending and granted patents and other intellectual property which is available to it to invoke, as appropriate.

The Group has developed specialist manufacturing skills which should help protect its market share and prospects.

The Group has detailed sales and marketing initiatives which are designed to, among other things, increase awareness of the Group's products and services - and make it harder for prospective clients to decide to 'do nothing'; or opt for 'good enough' or 'do a little'.

 

Regulatory. The Group operates in a number of countries and sectors which are highly regulated. There is a risk that the relevant regulations, or their interpretation, could be changed and such changes could significantly adversely affect the Group's business in that country or sector. Further, given the specialist nature of its activities there is a risk of jurisdictional dispute by the different regulators in a territory, as it may not always be clear which regulator has, or should have, jurisdiction over the Group's activities.

The Group endeavours to work closely and establish a dialogue, either directly or through its third party distribution partners and/or clients, with the relevant regulators in the territories in which it operates. In addition the Group may, from time to time, engage consultants or legal advisers to help with its discussions with, or strategic approach to, the regulators.

Political. The regulatory risks and uncertainties summarised above can be closely linked to prevailing policies or strategies being pursued by politicians or civil servants. These policies or strategies can be affected by effective lobbying, including lobbying by the Group's competitors or customers, which could adversely affect the Group.

Generally the Group adopts a cautious, low profile and conservative approach with its activities, particularly with those where there may be a political dimension. When considered necessary, the Group may seek to develop relationships, either directly or indirectly, with politicians and civil servants to assist with its dialogue with governments and counter the risk posed by competitor lobbying.

Growth from international operations. The Group is experiencing significant growth in a number of the overseas territories in which it sells its products and services. There are a number of specific risks and management challenges associated with growth in overseas territories, including the preservation of high levels of customer service and support, margins and cash collection and repatriation.

In many overseas territories the Group uses third party distributors to sell and support its products which helps reduce its direct exposure to the territory - and hence helps reduce certain risks. The financial standing and credit limits of these distributors are, to the extent practicable, closely monitored.In overseas territories where the Group has a wholly owned subsidiary and/or employees, the Group uses a standardised approach to establish and monitor the trading activities, cash balances and delegated management authorities of these overseas subsidiaries.

Technological. The Group is dependent on its technology - and products and services - continuing to be efficacious, cost effective and attractive to the marketplace. There is the risk that new technologies, products or services are developed by competitors which perform better, are easier to use or are more cost effective than those of the Group. Further, there is a risk that it takes longer, or costs more, than anticipated to complete the development of new technologies and/or new products.

The Group provides focussed products and services withinits markets and accordingly is able to monitor relevant technological developments carefully - whether by competitors or third party research organisations, including universities.The Group takes into account such technological developments when reviewing and adjusting its strategy. It also uses a structured approach to new, different but complementary technologies to de-risk the Group's exposure to specific technologies.

Uncertain adoption rates of new products or services. The Group is constantly developing new products and services around which there is inherent risk. Moreover it is changing elements of its business model and there is uncertainty as to how successful this new business model will be. Further, the associated product development and business model migration is expensive, requires resources and contains inherent uncertainty. For example, there is uncertainty as to how quickly new products or services will be adopted by the market - and hence concomitant uncertainty with revenue, profit and cash generation. Note that this uncertainty and risk relates to both slow and rapid adoption rates. Accordingly the Group needs to balance carefully the amount it invests in new product development and its manufacturing capabilities whilst ensuring it retains appropriate profitability and cash balances (or access to other sources of finance) in order to fund high levels of growth.

The Group undertakes 'Voice of the Customer' market research and seeks to develop new products and services closely with existing or potential customers. The close involvement of customers helps increase the Group's confidence that such new products will be well received by the market and also provides a good basis for forecast adoption rates (and revenues). However, in reality actual adoption rates can only ever be established after a product launch.

The Group helps mitigate, in part, the financial uncertainty associated with new product launches by ensuring that it retains large cash balances and access to debt finance sothat it is able to mitigate the effect of unexpected high or low adoption rates.

 

Financial. The Group has a number of international subsidiaries and trades with companies located throughout the world. The international nature of many of its business activities results in elevated financial risk, including, but not limited to: foreign exchange exposure, credit risk and cash collection/retention/ management (together "Key Financial Risks").

The Group has standardised, detailed monthly management reporting packs which all of its subsidiaries are required to complete. These submissions are reviewed centrally and the key points discussed at regular subsidiary or divisional management meetings. As appropriate, foreign exchange hedging is undertaken centrally. In addition, there are detailed delegated management authority levels which cover, among other things, Key Financial Risks.

Legal liabilities. Given its international activities, the Group could be subject to litigation in a number of different jurisdictions. By its very nature, such litigation could be related to a broad number of issues, including alleged patent infringement, problems relating to the Group's technology, contravention of anti-bribery legislation or alleged incorrect completion of documentation associated with its service activities.

Generally the Group adopts a cautious, low-profile and conservative approach with its activities. It has put in place a number of policies which employees are required to follow in order to reduce to the extent practicable these risks. Further the Group actively seeks to build a close relationship with its customers in order to resolve, as appropriate, any issues that may arise without the need for litigation.

Reliance on suppliers. Due to the complexity of many of its manufactured products, the Group is dependent on a number of key suppliers. These suppliers could supply components late, supply poor quality components, refuse to supply or cease trading. Such disruptions to the Group's supply chain could cause major issues to the trading activities of the Group.

The Group seeks to work closely and in partnership with its key suppliers. It also has a key supplier review/audit programme which helps the Group make strategic decisions about working more closely with a given supplier or, if appropriate, take the decision to identify an alternative supplier.

Reliance on customers within a given sector. Although the Group is not significantly dependent upon one single customer, changes within a sector or sub-sector could adversely affect the trading performance of the Group. For example, the pharmaceutical industry is currently facing significant challenges as a number of drugs lose patent protection or from the trend towards the marketing of disposable, single-use drug delivery systems, and accordingly there is a risk that such changes could affect the revenues that the Group generates from companies within this sector.

The Group monitors carefully the revenue it generates from any single customer (or customer group) and if appropriate takes proactive steps to reduce the proportion of such revenues within the subsidiary or division - or seeks to sell other product lines to such customers in order to diversify this risk.

Retention of key employees. The Group has a number of key employees working for it. The loss of certain of these employees could be problematic for the Group.

The Group has in place a number of measures which are designed to optimise key employee retention including, but not limited to ensuring that their work is stimulating and interesting; their remuneration is competitive; and the work place environment and culture is attractive. Additionally, employees have the opportunity, as appropriate, to participate in equity upside from employee share option schemes.

Dependence on key employees. As with any group of its size, the Group is dependent on certain key employees. Their sudden or unexpected departure from the Group can have a disruptive effect upon the Group's activities.

The Group actively seeks to highlight key employees and to consider ways in which the Group can reduce its dependence upon them by developing other employees' skills or, where necessary, hiring in supplementary employees with the necessary skill sets. Additionally, the Group's remuneration structure is designed so as to foster employee loyalty.

Cybersecurity. Cybersecurity threats come from a wide variety of sources and may target a wide range of different systems for diverse purposes. This makes such risks notably difficult to mitigate. Besides business disruption risk, there is also a threat to the Group's own and third party sensitive data which may, in the ordinary course of business, be held on the Group's systems.

The Group has had a third party carry out an assessment of the Group's principal systems and their vulnerability to attack; key findings of this review have been actioned and this review will be performed at regular intervals on an ongoing basis.

The Group actively considers the IT security connotations associated with any new systems developments and/or business operations.

 

Going concern

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report and the risks and uncertainties which affect the business are summarised above. The Group has sufficient financial resources to cover budgeted future cash-flows, together with contracts with its customers and suppliers across different geographic areas and industries.

 

In accordance with the Corporate Governance requirements the Directors confirm that they have a reasonable expectation that the Group has adequate financial resources to continue to trade for the foreseeable future. Thus, they continue to adopt the going concern basis in preparing the financial statements.

 

Responsibility statement

This responsibility statement has been prepared in connection with the Group's full Annual Report and Accounts for the year ended 31 December 2015, certain parts therefore are not included within this Preliminary Announcement.

We confirm that to the best of our knowledge:

· the financial statements, prepared in accordance with the relevant financial reporting framework, 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;

· the strategic 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 that they face; and

· the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's performance, business model and strategy.

This responsibility statement was approved by the Board of Directors on 29 April 2016 and is signed on its behalf by:

 

Nicholas Adams Michael Roller

Group Chief Executive Group Finance Director

 

Consolidated income statement

for the year ended 31 December 2015

 

Continuing operations

Notes

2015

£'000

2014

£'000

Revenue

2

26,877

27,266

Cost of sales

(15,466)

(15,870)

Gross profit

11,411

11,396

Gross profit margin

42%

42%

Operating expenses:

Sales & marketing costs

(5,485)

(6,390)

Administration costs

(3,648)

(4,310)

R&D and engineering costs

(1,507)

(1,508)

Profit from operations before exceptional Items

 

771

(812)

Impairment of intangible assets

 

-

(3,866)

Costs associated with reorganisation

 

(220)

-

Operating profit/(loss)

4

551

(4,678)

Investment revenues

 

150

-

Finance costs

 

(69)

(131)

Profit/(loss) before tax

632

(4,809)

Tax

5

5

1,029

Profit/(loss) for the year

10

637

(3,780)

Discontinued operations

Profit for the period from discontinued operations and disposal

3 & 6

 

34,501

 

2,763

Profit for the period

Profit/(loss) for the period attributable to equity holders of the parent

10

35,138

(1,017)

Earnings/(loss) per share from continued operations excluding profit on disposal - basic

7

1.5p

(8.9)p

- diluted

1.5p

(8.9)p

Earnings/(loss) per share attributable to the owners of the parent - basic

82.5p

(2.4)p

- diluted

81.8p

(2.4)p

 

Consolidated statement of comprehensive income

for the year ended 31 December 2015

 

2015

£'000

2014

£'000

Net profit/(loss) for the year

35,138

(1,017)

Exchange differences on translation of foreign operations*

(120)

(4)

Total recognised income/(loss)

35,018

(1,021)

* May be reclassified subsequently to profit and loss in accordance with IFRS.

 

Consolidated balance sheet

as at 31 December 2015

 

Notes

2015

£'000

2014

£'000

Non-current assets:

Goodwill

 

-

691

Other intangible assets

 

8,785

9,023

Property, plant & equipment

 

5,349

14,257

Deferred tax assets

 

175

175

14,309

24,146

Current assets:

 

 

 

Inventories

 

3,547

3,358

Trade and other receivables

 

5,429

11,790

Derivative financial instruments

 

-

-

Cash and cash equivalents

8

47,573

2,840

56,549

17,988

Total assets

70,858

42,134

Current liabilities:

Trade and other payables

 

(4,282)

(6,648)

Derivative financial instruments

 

(68)

(2)

Current tax liabilities

(152)

(581)

Obligations under finance leases

8

-

(104)

Borrowings

8

-

(224)

Provisions

 

(84)

(88)

Net current assets

51,963

10,341

Non-current liabilities:

Deferred tax liabilities

 

(1,354)

(1,997)

Other non-current liabilities

 

-

(1,433)

Total liabilities

(5,940)

(11,077)

Net assets

64,918

31,057

Equity:

Share capital

9

4,266

4,254

Share premium account

 

919

801

Equity reserve

 

2,079

1,995

Capital reserve

 

255

255

Translation reserve

 

(237)

(117)

Retained earnings

10

57,636

23,869

Equity attributable to equity holders of the Company

64,918

31,057

The financial statements of Bioquell PLC, registered number 00206372, were approved by the Board of Directors and authorised for issue on 29 April 2016.

They were signed on its behalf by:

Nicholas Adams Michael Roller

Director Director

29 April 2016 29 April 2016

Consolidated statement of changes in equity

for the year ended 31 December 2015

 

2015

£'000

2014

£'000

Profit/(loss) for the year

35,138

(1,017)

Exchange differences

(120)

(4)

Total comprehensive income/(loss) in the year

35,018

(1,021)

Other movements in the year:

Issued share capital

12

11

Issued share premium

118

89

Credit to equity reserve for share-based payments

119

123

Final dividend for year ended 31 December 2014/2013

(1,406)

(1,404)

Net increase/(decrease) in equity shareholders' funds

33,861

(2,202)

Equity shareholders' funds at beginning of year

31,057

33,259

Equity shareholders' funds at end of year

64,918

31,057

 

 

Consolidated cash flow statement

for the year ended 31 December 2015

 

Note

2015

£'000

2014

£'000

Net cash from operating activities

11

5,326

3,750

Investing activities

Proceeds on disposal of property, plant and equipment

-

53

Proceeds on disposal of TRaC Global Ltd net of cash transferred & cash costs of disposal

43,423

-

Purchases of property, plant and equipment

(1,030)

(2,418)

Expenditure on product development

(733)

(1,009)

Purchase of intangible asset

(125)

(6)

Net cash generated from/(used in) investing activities

41,535

(3,380)

Financing activities

Proceeds on issue of ordinary shares

130

100

Dividends paid on ordinary shares

(1,406)

(1,404)

Repayment of borrowings

(863)

(328)

New finance lease obligations

-

556

Net cash used in financing activities

(2,139)

(1,076)

Net increase/(decrease) in cash and cash equivalents

44,722

(706)

Cash & cash equivalents at beginning of year

2,840

3,550

Effect of foreign exchange rate changes

11

(4)

Cash & cash equivalents at end of year

47,573

2,840

 

Notes to the consolidated financial statements

for the year ended 31 December 2015

1.Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"). The financial statements have also been prepared in accordance with the IFRS adopted by the European Union and therefore the Group financial statements comply with Article 4 of the EU IAS Regulation.

During the year, the Group has applied IAS 19 (amended) 'Defined Benefit Plans: employee contributions'. Its adoption has not had a material impact on the disclosures and amounts reported. Otherwise the principal Group accounting policies are the same as set out in detail in the Annual Report and Accounts 2014 and have been applied consistently throughout the years ended 31 December 2014 and 2015.

The financial information set out in the full year results announcement does not constitute the Company's statutory accounts for the years ended 31 December 2015 or 2014 for the purpose of section 435 of Companies Act 2006, but it is derived from those accounts. Statutory accounts for 2014 have been delivered to the Registrar of Companies and those for 2015 will be delivered following the Company's Annual General Meeting on 10 June 2016. The auditors' reports on both the 2014 and 2015 accounts were unqualified, did not draw attention to any matters by way of emphasis without qualifying their report and did contain statements under s498(2) or (3) of the Companies Act 2006.

2. Revenue

An analysis of the Group's revenue follows. Revenue from continuing operations is generated from one segment, beingBio-decontamination.

2015

£'000

2014

£'000

Sales of goods

16,012

16,004

Revenue from the rendering of services

10,865

11,262

26,877

27,266

 

 

Geographical analysis

The Group's bio-decontamination equipment is manufactured within the UK and sold into the UK, Europe and Rest of World markets. The following table provides an analysis of the Group's sales by geographical market, irrespective of the origin of the goods or services:

Sales revenue by geographical market

Year ended

31 December

2015

£'000

Year ended

31 December

2014

£'000

UK

5,501

5,820

Rest of Europe

7,375

7,784

Rest of World

14,001

13,662

26,877

27,266

 

3. Discontinued operations

On 12 March 2015 the Group entered into a sale agreement to dispose of TRaC Global Limited, which carried out all of theGroup's Testing, Regulatory and Compliance work. The disposal was made to simplify the Group and allow focus on the core decontamination business and to release value for shareholders. The sale was completed on 7 May 2015, on which date controlof TRaC Global Limited passed to the acquirer.

The results of the discontinued operations which have been included in the Consolidated Income Statement, were as follows:

 

Period to

 7 May 2015

 £'000

12 months to31 December 2014£'000

Revenue

6,175

18,002

Expenses

(5,040)

(14,552)

Profit before tax

1,135

3,450

Attributable tax expense

(240)

(687)

Gain on disposal

33,606

-

Profit attributable to discontinued operations

34,501

2,763

During the period, TRaC Global Ltd contributed £0.6m (2014: £2.9m) to the Group's net operating cash flows, paid £0.3m(2014: £1.5m) in respect of investing activities and paid £2.0m (2014: received £0.3m) in respect of financing activities.

A profit of £33.6m arose on the disposal of TRaC Global Ltd, being the net proceeds of disposal less the carrying amountof the subsidiary's net assets and attributable goodwill.

4. Profit from operations

(Loss)/profit from operations has been arrived at after charging/(crediting):

2015

£'000

2014

£'000

Research & development costs

2,301

2,260

Impairment of intangible assets

-

3,866

Depreciation of property, plant and equipment

1,616

1,619

Amortisation of development costs

797

1,158

Amortisation of trademarks, patents and licence fees

178

251

Cost of inventories recognised as an expense

8,488

8,749

Cost of inventory written off in the year

29

50

Staff costs (see note 7)

10,563

11,463

Loss on disposal of property, plant and equipment

105

129

Net foreign exchange gain

(34)

(98)

 

A more detailed analysis of auditors' remuneration is provided below:

2015

£'000

2014

£'000

Fees payable to the Company's auditors for the audit of the Company's annual accounts

30

30

Fees payable to the Company's auditors for the audit of the subsidiaries pursuant to legislation

66

105

Total audit fees

99

135

Audit related assurance services

4

5

Total non-audit fees

4

5

A description of the work of the Audit Committee is set out in the Corporate Governance section on pages 12 to 13 of the annual report and includes an explanation of how auditor objectivity and independence is safeguarded when non-audit services are provided by the auditors.

5. Tax

2015

£'000

2014

£'000

UK corporation tax current year

(105)

114

UK corporation tax prior year

(68)

(18)

Deferred tax credit current year

282

904

Deferred tax adjustment prior year

(104)

29

5

1,029

Corporation tax is calculated at 20.25% (2014: 21.5%) of the estimated assessable profit for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.

 

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

2015

£'000

2014

£'000

Profit/(loss) before tax

632

(4,809)

Tax at the UK corporation rate of 20.25% (2014: 21.5%)

(128)

1,034

Adjusted for:

Tax effect of expenses not deductible in determining taxable profit

(35)

(194)

Effect on deferred tax asset of movement in share price

-

(87)

Effect of research and development relief

301

338

Tax effect of different tax rate of subsidiaries operating in other jurisdictions

(31)

35

Prior year adjustment

(172)

11

Utilisation of tax losses not recognised

-

(42)

Effective change in tax rate

70

(66)

5

1,029

Nothing was charged directly to equity (2014: charge to equity of £nil).

 

6. Disposal of TRaC

As referred to in note 5, on 7 May 2015 the Group disposed of its interest in TRaC Global Ltd. There were no disposals in the year ended 31 December 2014. The impact of TRaC Global Ltd on the Group's results in the current and prior periods is disclosed in note 5. The net assets of TRac Global Ltd at the date of disposal and the costs of the disposal transaction are shown below:

 

 

7 May 2015£'000

Intangible assets

 

 

(125)

Property, plant & equipment

 

 

(8,121)

Inventories

 

 

(131)

Trade and other receivables

 

 

(4,155)

Cash and cash equivalents

 

 

(891)

Trade and other payables

 

 

2,537

Current tax liabilities

 

 

913

Borrowings

 

 

834

Attributable goodwill

 

 

(691)

Attributable tax expense

 

 

240

 

 

 

(9,590)

Costs of disposal*

 

 

(1,304)

Gain on disposal

 

 

33,606

Total consideration

 

 

44,500

Satisfied by cash

 

 

44,500

* Includes bonuses paid to Directors totalling £227k gross

No tax arises on the disposal of TRaC as the transaction falls within the scope of the Substantial Shareholders Exemption (SSE).

7. Earnings per share

The calculation of the basic and diluted earnings per share is based on the following data:

Earnings

Year ended

31 December

2015

£'000

Year ended

31 December

2014

£'000

Earnings/(losses) for the purposes of basic earnings per share being net profit from continued operations excluding profit on disposal

657

(3,780)

Earnings/(losses) for the purposes of basic earnings per share being net profit attributable to equity holders of the parent

35,138

(1,017)

 

Number of shares

Year ended

31 December

2015

Year ended

31 December

2014

Weighted average number of ordinary shares for the purposes of basic earnings per share

42,613,220

42,512,990

Effect of dilutive potential ordinary shares:

 

- share options

365,485

-

Weighted average number of ordinary shares for the purposes of diluted earnings per share

42,978,705

42,512,990

 

8. Analysis of net cash

Year ended

31 December

2015

£'000

Year ended

31 December

2014

£'000

Cash and cash equivalents

47,573

2,840

Bank loan - due within one year

-

(224)

due after one year

-

(1,085)

Finance leases - due within one year

-

(104)

due after one uear

-

(348)

 

47,573

1,079

.

 

9. Share capital

 

2015

 

2014

Number

£'000

 

Number

£'000

Authorised

Ordinary shares of 10p each

55,947,780

5,595

 

55,947,780

5,595

Redeemable deferred ordinary shares of £1 each

255,222

255

 

255,222

255

5,850

5,850

Called up, allotted and fully paid

Ordinary shares of 10p each

42,664,082

4,266

 

42,535,363

4,254

4,266

4,254

During the year the Company issued a total of 128,719 ordinary shares of 10p each for £130,000 on the conversion of options under the Executive Share Option schemes and the Save-as-you-earn scheme.

10. Retained earnings

£'000

Balance at 1 January 2014

26,270

Net loss for the year

(1,017)

Payment of dividend

(1,404)

Exercised share options

20

Balance at 1 January 2015

23,869

Net profit for the year from continuing operations

637

Profit on disposal of TRaC and from discontinued activities

34,501

Payment of dividend

(1,406)

Exercised share options

35

Balance at 31 December 2015

57,636

 

11. Notes to the cash flow statement

2015

£'000

2014

£'000

Profit/(loss) for the period

35,138

(1,017)

Adjustments for:

Profit on disposal of discontinued operations

(34,741)

-

Tax charge/(credit) on discontinued operations

240

(342)

Finance costs

69

131

Investment revenues

(150)

-

Depreciation of property, plant and equipment

1,645

2,776

Amortisation and impairment losses of intangible assets

971

1,486

Impairment of intangible assets

-

3,824

Share-based payments

119

123

Loss on disposal of property, plant and equipment

105

129

Increase in provisions

(4)

11

Operating cash flows before movements in working capital

3,392

7,121

Increase in inventories

(295)

(828)

Decrease/(increase) in receivables

2,324

(1,628)

Decrease in payables

(176)

(784)

Cash generated by operations

5,245

3,881

Investment revenues

150

-

Interest paid

(69)

(131)

Net cash from operating activities

5,326

3,750

Cash and cash equivalents (which are presented as a single class of assets on the face of the balance sheet) comprise cash at bank and other short-term highly liquid investments with a maturity of three months or less.

 

 

 

 

12. Related party transactions

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are therefore not disclosed.

Remuneration of key management personnel

The total remuneration for all of the Directors of Bioquell PLC, who are the key management personnel of the Group, is setout below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures. Further information about the remuneration of individual Directors is provided in the audited part of the Directors' Remuneration Report on pages 22 to 25 of the annual report.

2015

£'000

2014

£'000

Short-term employee benefits

906

719

Post-employment benefits

75

75

Share-based payments

76

17

1,057

811

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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