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Interim Results

2nd Aug 2016 07:00

RNS Number : 9062F
Cyprotex PLC
02 August 2016
 

 

Cyprotex PLC

("Cyprotex" or "the Company")

Interim Results 2016

Revenue growth and increase in profitability continue into 2016

 

Cyprotex PLC (AIM: CRX), a specialist ADME-Tox Contract Research Organisation (CRO), today reports its interim results for the half year to 30 June 2016.

 

 

Financial Highlights

 

· Revenues up 26% to £8.73 million (H1 2015: £6.93 million).

· Gross margins were 77.5% (H1 2015: 76.8%).

· Operating profit up significantly to £1.49 million (H1 2015: £0.36 million).

· Underlying EBITDA^ increased to £2.34 million (H1 2015: £1.10 million).

· Cash of £6.82 million (H1 2015: £4.13 million, FY 2015: £5.41 million).

 

^ excluding share based payment charge of £0.13 million (H1 2015: £0.08 million)

 

Operational Highlights

 

· Significant increase in new customers to 139 (H1 2015: 103).

· Watertown revenues in H1 2016, up almost 70% from the comparative period, benefitting from the general improvement in the investment environment in the East Coast of USA.

· Demand for high value drug-drug interaction packages and metabolite identification has been strong and has assisted in growing revenues ahead of expectations.

· Our presence at Alderley Park BioHub site has increased with the opening of a new bioanalytical laboratory to allow for planned expansion of these services later in the year and the expansion our toxicology facility. Proprietary 3D cellular models have been highly successful in revenue generation.

· Validation of a High Throughput (HT) ADME screening platform at our Watertown site has been completed and is supporting large scale screening contracts for the US Government and other customers.

· Upgrading of our toxicology assays at Kalamazoo to provide in vitro GLP genotoxicity services has already seen positive customer interest.

· Website upgrades and social media engagement have increased the global recognition of the Cyprotex brand.

· Revenue from the largest customer accounts for 10.3% (FY 2015: 9.6%) of total revenue and represents continuing business with a major pharmaceutical company.

 

Ian Johnson, Chairman of Cyprotex PLC, said:

 

"I am delighted to report that the progress made in 2015 has continued into 2016 and, as previously flagged to the market, we are substantially ahead of our expectations. The growth of the business is global and from an increasingly wide range of industries and sectors. Investment in all sites, which commenced in 2014, continues and is delivering high quality new services which contributed to the increase in revenue in H1 2016. Watertown and both UK sites have grown revenues and consequently operational profitability. The Kalamazoo site has received considerable investment to launch a suite of GLP genotoxicity services which we expect will drive revenue growth for the site in the second half of the year. Of note is the collaboration with Cytocentrics announced in February 2016 where we are developing a full range of ion channel services to meet the expected regulatory changes in cardiac safety testing as a consequence of the CiPA initiative. The second half has started well and the Board looks forward to the remainder of the year with continued confidence."

 

This announcement contains inside information for the purposes of Article 7 of EU regulation 596/2014.

 

For further information:

 

Cyprotex PLC

Tel: +44 (0) 1625 505 100

Dr Anthony Baxter, Chief Executive Officer

John Dootson, Chief Financial Officer

Mark Warburton, Chief Operating Officer and Legal Counsel

[email protected]

www.cyprotex.com

 

 

N+1 Singer (Nomad and broker to Cyprotex)

Tel: +44 (0)20 7496 3000

Shaun Dobson

Jen Boorer

 

[email protected]

[email protected]

www.n1singer.com

 

 

 

About Cyprotex PLC

 

Cyprotex is listed on the AIM market of the London Stock Exchange (CRX). It has sites at Macclesfield and Alderley Park, both of which are near Manchester in the UK, and at Watertown, MA and Kalamazoo, MI in the US. The Company was established in 1999 and works with more than 1400 partners within the pharmaceutical and biotech industry, cosmetics and personal care industry and the chemical industry. Cyprotex acquired Apredica and the assets of Cellumen, Inc. in August 2010 and the combined business provides support for a wide range of experimental and computational ADME-Tox and PK services. The acquisition of the assets and business of CeeTox in January 2014 has enabled Cyprotex to expand its range of services to target the personal care, cosmetics and chemical industries. In 2015, Cyprotex launched its new bioscience division to expand its capabilities into phenotypic and target based screening. The Company's core capabilities include high quality in vitro ADME services, mechanistic toxicology and high content toxicology screening services, including our proprietary CellCiphr® toxicity prediction technology, bioscience services, predictive modelling solutions including Cloe® PK, chemPK™, chemTarget and chemTox, and a range of skin, ocular and endocrine disruption services. For more information, please visit www.cyprotex.com

 

 

Chairman and Chief Executive Officer's Statement

 

The Company has made an excellent start to the year reporting a 26% increase in revenues and a four-fold increase in operational profitability over the corresponding period last year. This growth continues the strong operational performance observed during 2015.

 

The increase in sales is attributable to the successful continuation and expansion of several strategic ADME contracts with large pharma companies and growth of new product lines, including the ability to offer full in vitro drug-drug interaction (DDI) packages and the introduction of proprietary 3D cellular models. Revenue from our metabolite identification service continues to be strong following our investment in high resolution mass spectrometry in 2014. We have seen an increase in the general ADME and Tox outsourcing market indicating a strong investment climate in the pharma / biotech industries in Europe and the US.

 

Despite the ADME-Tox services market remaining fragmented and highly competitive, our expansion into high value and technically challenging new service offerings has been beneficial in gaining market share.

 

The investment programme that commenced in 2014 has continued into H1 2016. To support our toxicology service offerings and expand our bioscience capabilities, we have acquired a high throughput flow cytometer (iQue® Screener). This versatile cell analyser has a wide range of applications and we expect it to attract interest from customers working in the fields of immunology and oncology, in addition to other areas of research. Our expertise in 3D cellular models and high content imaging has enabled us to lead the way in an area of significant growth and is driving further R&D efforts to secure our position as a market leader. To support this growth in new services and to allow for expansion of our bioanalytical capabilities in the second half of the year, we have increased our presence at the Alderley Park BioHub site.

 

A key investment at our Kalamazoo site is the development of GLP compliant in vitro genotoxicity services, including the Ames test, in vitro micronucleus test and in vitro chromosomal aberration test. These tests are required for regulatory submissions in a range of different industries and therefore offer a potential large customer base. Early customer take up of these assays has been pleasing and we anticipate Genotox services to be an engine of growth at our Kalamazoo site going forward.

 

In February this year, we announced a strategic collaboration with Cytocentrics (a San Antonio, US based specialist ion channel company). Cytocentrics have placed two state-of-the-art Cytopatch TM4 instruments at our Watertown site and we expect to launch a full package of in vitro ion channel screening services which will form the basis of a comprehensive package of in vitro cardiac safety services in the second half of the year. This is in direct response to the ongoing CiPA initiative which is currently evaluating new regulatory cardiac safety testing approaches. In silico modelling techniques are becoming more widely accepted across a number of different industries. Our Scientific Computing Group has developed an impressive range of tools for the prediction of pharmacokinetics, toxicity and efficacy. In May 2016, a new version of chemPKTM was launched for predicting human pharmacokinetics directly from structure. The new version has enhanced functionality for different dosage routes and regimens. In June 2016, chemTarget was launched for predicting biological target interaction. chemTarget and chemPKTM are powerful virtual screening tools which can be used in combination for understanding clinically relevant efficacy of new chemical entities.

 

As a result of these first half initiatives and last years' new products and services, the UK and US operations have benefitted in terms of additional revenues. Growth has also come, as it did in 2015, from larger volumes serviced from existing customers. The positive impact to the Company flowing from the inter-dependency between the sites through cross selling and in our relationships with US Government agencies has continued into 2016.

 

Our UK sites remain the main driver for revenues and operational profits, however our Watertown site has also exhibited strong performance and excellent half year results. Our high throughput ADME screening platform at our Watertown facility has played a role in supporting this increase in business allowing us to service larger scale screening projects from the United States Environmental Protection Agency ('EPA'). Our Kalamazoo site has made a slower start to the year, however, we are confident that performance will improve in the second half through the introduction of the new genotoxicity services as well as other planned investment at the site.

 

 

 

 

 

Customer Relationships

 

To meet our financial goals, the Company realises the importance of building on existing customer relationships as well as attracting new customers. Investment in sales and marketing has helped us achieve this goal. The upgraded Cyprotex website (www.cyprotex.com) now incorporates all the services we offer across all the sites, and enquiries directly from the website result in approximately 50% of new business generated. New customers additions totalled 139, 36 higher than the comparative period. Our new blog, launched on the Cyprotex website in 2015, along with a focus on social media, has driven a significant increase in customer enquiries through search engine optimisation and external brand awareness. We are continuing the focus on making the Cyprotex name the brand of choice for ADME -Tox screening services given that we now have over 1400 customers, including many of the major and medium sized pharmaceutical companies as well as clients in many other industry segments such as cosmetics, agrochemicals, industrial chemicals, petrochemicals and medical devices. To attract further business from industries outside the pharmaceutical industry, in March 2016, we released our new Chemical and Cosmetics Testing guide. This valuable resource features many of the services offered at our GLP Kalamazoo site, and highlights the expertise we have in this testing field.

 

Several of our larger customers have signed up to exclusive service contracts with Cyprotex which has benefitted us on several levels and is a reflection of the growing confidence our customers have in our ability to continuously deliver a quality service.

 

Expansion into the Japanese market via a local distributor has resulted in the award of several more projects from Japanese clients. Brand awareness of Cyprotex continues to be strong globally and we have noticed an increase in business from areas such as Australia and Brazil.

 

Financial Performance

 

Reported turnover increased by £1.80 million or 26% higher than the comparable period last year, with sales to North American customers accounting for £1.04 million of this increase, driven predominantly by servicing larger ADME contracts and capitalising on our recent R&D investment strategy. Revenues generated at our UK facilities, which, as last year, contribute approximately 75% of the total revenue reported, were up 20% compared with the comparative period. Revenues from the Watertown site are also markedly higher than the comparative period, up almost 70%, due in part to the R&D investments made on this site, the general improvement in the investment environment in the East Coast of the USA and the burgeoning market for our services in North America. Revenues for our Kalamazoo site were down 20% on last years' comparative period, due to the delay in our GLP genotoxicity launch, a soft second quarter and the timing of receipt of expected income from US Government agencies.

 

Revenue from our largest customer accounts for 10.3%, a slight increase from 9.6% in the comparative period and represents continuing trade with a major pharmaceutical company.

 

Gross margins have remained robust at 77.5% up from 77.3% achieved in FY 2015 and 76.8% in H1 2015.

 

We have continued to invest in R&D projects to be able to launch new, competitive assays to the ADME-Tox market. In terms of capital expenditure, which is undertaken to support R&D programmes and drive new efficiencies, total additions in H1 2016 were £0.88 million with total investments in laboratory equipment in the last 30 months exceeding £3.20 million. Upgrading our equipment and investment in new capabilities brings additional depreciation charges to the income statement and as a consequence the depreciation charge is 13.3% higher at £0.65 million (H1 2015: £0.57 million).

 

We continue to invest substantially in our internal expertise, skills and knowledge base increasing staff numbers from 116 at 30 June 2015 to 144 at 30 June 2016.

 

With continuing improved trading the Company reports an increase in operating profits of £1.13 million, up from £0.36 million for H1 2015 to £1.49 million for H1 2016. Similarly, underlying EBITDA has nearly doubled, increasing to £2.34 million, up £1.24 million from H1 2015. Underlying EBITDA is defined as operating profits; adjusted for depreciation, amortisation and share based payment charges.

 

The Company's cash balances remain robust and stood at £6.82 million at period end, up from £4.13 million at the start of the year. Principal movements are £2.40 million generated from operations, £0.88 million spent on tangible fixed assets and £0.11 million in servicing finance and hire purchase debts.

 

In September 2013, the Company issued Loan Notes to the value of £7.00 million, to assist with its investment strategy. One of the terms attached to the issue of these Loan Notes is that the value of an associated embedded derivative is linked to changes in the Company's share price via conversion or notional conversion rights into ordinary shares. The Loan Note holders will then ultimately effectively share with ordinary shareholders any increase in value of the Company above 60 pence per share, the share price at time of issue. At 30 June 2016, the Company's share price was 110 pence (v 122 pence at 31 December 2015). The relative decrease in share price, along with other factors such as share price volatility, has at 30 June 2016 led to a downward revision in the fair value of the embedded derivative associated with the Loan Notes by £1.98 million to £7.44 million from £9.42 million at 31 December 2015. This decrease is recorded as finance income in the income statement in H1 2016.

 

The carrying value of embedded derivatives associated with the Loan Notes at period end can have a significant impact on reported total equity and at 30 June 2016 we report net liabilities of £0.67 million, with the carrying value of the embedded derivatives at £7.44 million. Trident Private Equity Fund III LP which holds all of the Redeemable Loan Notes issued (3,318,718) and 74.6% of the Convertible Loan Notes issued (2,434,238) has written to the Company on 21 March 2016 confirming that in the ordinary course, it will not seek repayment, redemption or conversion of those aforementioned Loan Notes, nor seek transfer of its interest in those Loan Notes, whilst the net assets of the Company remain less than 50% of its issued share capital. Trident Private Equity Fund III LP is manged by Harwood Capital LLP. Christopher Mills, a non-executive director of the Company, is the Chief Investment Officer of Harwood Capital LLP.

 

Strategic Review

 

The Company's strategic review continues to progress.

 

Strategy

 

Our stated strategy for future growth remains dependent on three factors. The first is growing our existing service revenues by better marketing our services and by outperforming our competitors in what is still a fragmented market. The second is growing revenues by investing in targeted R&D activities to provide new services to address customer needs which will provide superior quality revenues. Finally, it is to grow the business by acquisition of selective assets or companies which are technically and philosophically aligned with the Cyprotex vision.

 

The investments made in the last three years in technology and services are now being actively sold to customers and have significantly strengthened the second arm of this strategy as evidenced by the results in H1 2016. We intend to prioritise this internal investment strategy for the foreseeable future.

 

 

Outlook

 

Our recent investment plan in new R&D to provide state-of-the-art equipment and valuable additional services is now reaching completion and these new services have been launched and well received by existing and new customers alike. Revenues from these services have contributed to the excellent growth we have seen in the first half of the year. Growth from higher value contracts, such as regulatory DDI packages and bespoke 3D cellular models, has also been noted. Our suite of GLP genotoxicity services has been recently launched and we are planning the release of additional new services throughout the rest of the year. We expect these to drive revenue growth into the second half of the year. We will continue to focus on improving operational efficiency, particularly in the US, in order to achieve our financial goals.

 

The Board would like to thank all of our employees for a record first half performance and look forward to being able to report a strong full year financial performance.

 

 

Ian Johnson

Anthony D Baxter

Chairman

Chief Executive Officer

 

 

2 August 2016 

Consolidated interim income statement

six months to 30 June 2016

 

 

 

Unaudited

6 months to

Unaudited

6 months to

Audited

year to

 

 

30 June

30 June

31 December

 

Note

2016

2015

2015

 

 

£

£

£

Continuing operations

 

 

 

 

Revenue

4

8,725,611

6,928,080

15,609,851

Cost of sales

 

(1,960,405)

(1,610,458)

(3,550,936)

Gross profit

 

6,765,206

5,317,622

12,058,915

Administrative costs

 

(5,270,599)

(4,956,724)

(10,082,918)

Operating profit

 

1,494,607

360,898

1,975,997

Finance income

5

1,991,764

8,934

19,434

Finance cost

5

(240,524)

(757,118)

(8,539,314)

Profit/(loss) before tax

 

3,245,847

(387,286)

(6,543,883)

Income tax

 

(292,399)

23,393

35,768

Profit/(loss) after tax for the period

 

2,953,448

(363,893)

(6,508,115)

 

 

 

 

 

Attributable to

 

 

 

 

the equity holders of the parent

 

2,953,448

(363,893)

(6,508,115)

 

 

 

 

 

Profit/(loss) per share

 

 

 

 

Basic profit/(loss) per share

6

13.14p

(1.62)p

(28.99)p

Diluted profit/(loss) per share

6

12.58p

(1.62)p

(28.99)p

 

 

Consolidated interim statement of comprehensive income

six months to 30 June 2016

 

 

Unaudited

6 months to

Unaudited

6 months to

Audited

year to

 

30 June

30 June

31 December

 

2016

2015

2015

 

£

£

£

Continuing operations

 

 

 

Profit/(loss) for the period

2,953,448

(363,893)

(6,508,115)

Other comprehensive income

 

 

 

Exchange differences on translation of overseas operations

17,720

24,377

29,019

Total comprehensive profit/(loss) for the period

2,971,168

(339,516)

(6,479,096)

 

 

 

 

Attributable to

 

 

 

the equity holders of the parent

2,971,168

(339,516)

(6,479,096)

 

 

Consolidated interim statement of financial position

at 30 June 2016

 

 

Unaudited

6 months ended

Unaudited

6 months ended

Audited

year

 ended

 

 

30 June

30 June

31 December

 

 

2016

2015

2015

 

Note

£

£

£

ASSETS

 

 

 

 

Non current assets

 

 

 

 

Property, plant and equipment

9

4,530,653

4,215,111

4,136,534

Intangible fixed assets

10

535,832

597,492

556,192

Deferred taxation

 

360,268

541,052

656,838

 

 

5,426,753

5,353,655

5,349,564

 

Current assets

 

 

 

 

Inventories

 

905,073

777,413

860,949

Trade receivables

 

2,531,446

2,172,362

3,017,796

Other receivables

 

795,472

955,016

802,531

Income tax

 

15,143

95,444

24,928

Cash and cash equivalents

 

6,817,913

4,128,486

5,410,352

 

 

11,065,047

8,128,721

10,116,556

Total assets

 

16,491,800

13,482,376

15,466,120

LIABILITIES

 

 

 

 

Current liabilities

 

 

 

 

Trade payables

 

371,431

452,303

389,671

Other payables

 

1,027,055

824,531

1,201,538

Obligations under finance leases

 

203,064

204,881

209,971

Provisions

11

-

-

31,060

 

 

1,601,550

1,481,715

1,832,240

Non current liabilities

 

 

 

 

Obligations under finance leases

 

91,501

294,565

188,307

Other borrowings

5

15,344,957

9,336,911

17,090,418

Provisions

11

-

39,231

-

Deferred tax liabilities

 

125,156

143,115

130,409

 

 

15,561,614

9,813,822

17,409,134

Total liabilities

 

17,163,164

11,295,537

19,241,374

Net (liabilities)/assets

 

(671,364)

2,186,839

(3,775,254)

EQUITY- attributable to equity holders of the parent

 

 

 

 

Share capital

7

224,683

224,427

224,683

Share premium account

 

12,237,970

12,222,842

12,237,970

Other reserve

 

292,566

292,566

292,566

Share based payment reserve

 

1,277,516

982,691

1,144,794

Profit and loss account

 

(14,704,099)

(11,535,687)

(17,675,267)

Total equity

 

(671,364)

2,186,839

(3,775,254)

 

Consolidated interim statement of changes in equity

six months to 30 June 2016

 

 

Share capital

Share premium account

Other reserve

Share based payment reserve

Profit and loss account

Total

equity

 

£

£

£

£

£

£

Balance at 1 January 2016

224,683

12,237,970

292,566

1,144,794

(17,675,267)

(3,775,254)

Profit for the period

-

-

-

-

2,953,448

2,953,448

Other comprehensive income

 

 

 

 

 

 

Exchange differences on retranslation of overseas operations

-

-

-

-

17,720

17,720

Total comprehensive profit for the period

-

-

-

-

2,971,168

2,971,168

Share based payment charge

-

-

-

132,722

-

132,722

Balance at 30 June 2016

224,683

12,237,970

292,566

1,277,516

(14,704,099)

(671,364)

 

 

£

£

£

£

£

£

Balance at 1 January 2015

224,427

12,222,842

292,566

905,006

(11,196,171)

2,448,670

Loss for the period

-

-

-

-

(363,893)

(363,893)

Other comprehensive loss

 

 

 

 

 

 

Exchange differences on retranslation of overseas operations

-

-

-

-

24,377

24,377

Total comprehensive loss for the period

-

-

-

-

(339,516)

(339,516)

Share based payment charge

-

-

-

77,685

-

77,685

Balance at 30 June 2015

224,427

12,222,842

292,566

982,691

(11,535,687)

2,186,839

 

 

 

£

£

£

£

£

£

Balance at 1 January 2015

224,427

12,222,842

292,566

905,006

(11,196,171)

2,448,670

Loss for the year

-

-

-

-

(6,508,115)

(6,508,115)

Other comprehensive income

 

 

 

 

 

 

Exchange differences on retranslation of overseas operations

-

-

-

-

29,019

29,019

Total comprehensive loss for the year

-

-

-

-

(6,479,096)

(6,479,096)

Issue of share capital

- conversion of Loan Notes

 

256

 

15,128

 

-

 

-

 

-

 

15,384

Share based payments transactions

-

-

-

147,217

-

147,217

Share based payments deferred taxation

-

-

-

92,571

-

92,571

Balance at 31 December 2015

224,683

12,237,970

292,566

1,144,794

(17,675,267)

(3,775,254)

 

 

 

 

Consolidated interim statement of cash flows

six months to 30 June 2016

 

 

Note

Unaudited

6 months to

Unaudited

6 months to

Audited

Year to

 

 

30 June

30 June

31 December

 

 

2016

2015

2015

Cash flows from operating activities

 

£

£

£

Profit/(loss) after taxation

 

2,953,448

(363,893)

(6,508,115)

Adjustments for:

 

 

 

 

Depreciation of property, plant and equipment

9

649,366

573,170

1,152,271

Amortisation of intangible assets

10

61,847

83,509

129,561

Share based payment charge

8

132,722

77,685

147,217

Loss on disposals of property, plant and equipment

 

-

77

77

Finance income

5

(1,991,764)

(8,934)

(19,434)

Finance cost

5

240,524

757,118

8,539,314

Taxation recognised in the income statement

 

292,399

(23,393)

(35,768)

Decrease/(increase) in trade and other receivables

 

571,726

577,299

(133,367)

Increase in inventories

 

(17,210)

(36,264)

(116,759)

(Decrease)/increase in trade and other payables

 

(506,873)

49,985

332,062

Movement in provisions

11

-

-

(8,545)

Cash generated from operations

 

2,386,185

1,686,359

3,478,514

Taxation received

 

9,785

-

74,294

Net cash generated from operating activities

 

2,395,970

1,686,359

3,552,808

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Purchase of property, plant and equipment

 

(884,830)

(342,234)

(829,659)

Interest received

 

13,764

8,934

19,434

Net cash used in investing activities

 

(871,066)

(333,300)

(810,225)

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

Interest paid

 

(7,985)

(14,166)

(27,470)

Payment of finance lease liabilities

 

(103,713)

(138,027)

(239,178)

Payment of contingent consideration

11

(32,272)

-

-

Net cash used in financing activities

 

(143,970)

(152,193)

(266,648)

 

 

 

 

 

Net increase in cash and cash equivalents

 

1,380,934

1,200,866

2,475,935

Exchange differences on cash and cash equivalents

 

26,627

2,591

9,388

Cash and cash equivalents at beginning of period

 

5,410,352

2,925,029

2,925,029

Cash and cash equivalents at end of period

 

6,817,913

4,128,486

5,410,352

Notes to the interim condensed consolidated financial statements

six months to 30 June 2016

 

1. Nature of operations and general information

 

Cyprotex PLC ('Cyprotex') and subsidiaries' (together 'the Group') principal activity is the provision of in vitro and in silico ADMET/PK (Absorption, Distribution, Metabolism, Excretion, Toxicity, and Pharmacokinetic) information to a number of different industries including the Pharmaceutical, Biotechnology, Cosmetic, Personal Care, Agrochemical, Chemical Industries and Academia. Cyprotex's vision is to provide, in partnership with our customers in drug discovery and development, the highest quality, fastest turnaround and most cost effective ADMET and pharmacokinetic data to those customers.

 

Cyprotex PLC is the Group's ultimate parent company. It is incorporated and domiciled in England and Wales. The address of Cyprotex PLC's registered office is 100 Barbirolli Square, Manchester M2 3AB. The addresses of its principal places of business are 15 Beech Lane, Macclesfield, Cheshire, United Kingdom, SK10 2DR, BioHub at Alderley Park, Alderley Edge, Cheshire, SK10 4TG, 313 Pleasant Street, Watertown, Massachusetts, MA02472 USA and 4717 Campus Drive, Kalamazoo, Michigan MI49008 USA. It trades through its wholly owned subsidiaries, Cyprotex Discovery Limited based in Macclesfield and Alderley Park in the UK and Cyprotex US, LLC based in Watertown and Kalamazoo in the USA. Cyprotex PLC's shares are listed on the Alternative Investment Market of the London Stock Exchange.

 

Cyprotex's interim condensed consolidated financial statements ('the interim financial statements') are presented in Pounds Sterling (£), which is also the functional currency of the parent company. These interim financial statements have been approved for issue by the Board of Directors on 2 August 2016.

 

The financial information for the year ended 31 December 2015 set out in these interim financial statements does not constitute statutory accounts as defined in section 435 of the Companies Act 2006. The Group's statutory financial statements for the year ended 31 December 2015 have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified and did not contain statements under section 498(2) or section 498(3) of the Companies Act 2006.

 

 

 

2. Basis of preparation, going concern and accounting policies

 

Basis of preparation

 

For the purpose of preparing the December 2015 Annual financial statements the Directors used IFRS as adopted by the EU and in accordance with the AIM Rules issued by the London Stock Exchange. In preparing these interim financial statements for the six months to 30 June 2016, the same accounting policies have been used as set out in the Group's Annual Report for the year ended 31 December 2015. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the annual consolidated financial statements of the Group for the year ended 31 December 2015. The Group has not applied IAS 34 Interim Financial Reporting, which is not mandatory for AIM companies, in the preparation of these interim financial statements.

 

Going concern

 

The carrying value of embedded derivatives associated with the Loan Notes at period end can have a significant impact on reported total equity and at 30 June 2016 we report net liabilities of £0.67 million, with the carrying value of the embedded derivatives at £7.44 million. Trident Private Equity Fund III LP which holds all of the Redeemable Loan Notes issued (3,318,718) and 74.6% of the Convertible Loan Notes issued (2,434,238) has written to the Company on 21 March 2016 confirming that in the ordinary course, it will not seek repayment, redemption or conversion of those aforementioned Loan Notes, nor seek transfer of its interest in those Loan Notes, whilst the net assets of the Company remain less than 50% of its issued share capital. Trident Private Equity Fund III LP is manged by Harwood Capital LLP. Christopher Mills, a non-executive director of the Company, is the Chief Investment Officer of Harwood Capital LLP.

 

The Directors have reviewed the budget, financial forecast including cash flow forecasts including sensitivities and other relevant information. They believe that the Group has adequate resources to continue in operation for the foreseeable future.

 

 

 

Accounting policies -

 

New standards, interpretations and amendments adopted by the Group

 

The accounting policies adopted in the preparation of the interim financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2015, except for the adoption of new standards and interpretations effective as of 1 January 2016.

 

 

 

Effective dates

 

Annual Improvements to IFRS 2012 - 2014 Cycle

1 January 2016

 

Amendments to IAS1- Disclosure initiative

1 January 2016

 

Amendments to IAS16 and IAS 38:

Clarification of Acceptable Methods of Depreciation and Amortisation

1 January 2016

 

The Directors do not consider that the adoption of these standards and interpretations have had a material impact on the consolidated or company financial statements in the period of initial application.

 

 

3. Seasonal fluctuations

 

Historically revenues are strongest in the second half of the year. Revenues slow following the Christmas and New Year holidays, and again during the summer holidays, particularly from European clients.

 

 

Year ended

31 December 2015

Year ended

31 December 2014

Year ended

31 December 2013

Revenue

%

%

%

First half year

44.4

46.8

46.6

Second half year

55.6

53.2

53.4

 

The provision of ADMET services is subject to seasonal fluctuations, historically with peak demand in the second half of each year. For the six months ended 30 June 2016, revenues represented 55.9% of the annual level of revenues in the year ended 31 December 2015.

 

4. Segmental information

 

The Group has a single operating and reporting segment, that of providing in vitro and in silico ADMET/PK (Absorption, Distribution, Metabolism, Excretion, Toxicity, and Pharmacokinetic) information to a number of different industries including the Pharmaceutical, Biotechnology, Cosmetic, Personal Care, Agrochemical, Chemical Industries and Academia. The revenue and operating profit or loss for the periods are derived from the Group's single operating and reportable segment. This has been determined by reference to the information that the Chief Operating Decision Maker receives about the Group.

 

The Group gives a geographic analysis of revenue by destination. Key markets for the Group are identified as North America, Mainland Europe and the United Kingdom.

 

 

 

Unaudited

6 months ended

Unaudited

6 months ended

Audited

year

 ended

 

30 June

30 June

31 December

 

2016

2015

2015

Geographical analysis of revenue by destination:

£

£

£

United Kingdom

1,777,933

1,928,632

3,858,610

Rest of Europe

2,430,118

1,713,830

4,373,010

North America

4,189,713

3,145,962

7,083,482

Rest of the World

327,847

139,656

294,749

 

8,725,611

6,928,080

15,609,851

 

5. Finance income and finance cost

 

Finance income comprises the following:

 

 

Unaudited

6 months ended

Unaudited

6 months ended

Audited

year

 ended

 

30 June

30 June

31 December

 

2016

2015

2015

 

£

£

£

Income from deposits

13,764

8,934

19,434

Movement in Loan Notes embedded derivative value

1,978,000

-

-

 

1,991,764

8,934

19,434

 

 

 

 

Finance cost comprises the following:

 

 

Unaudited

6 months ended

Unaudited

6 months ended

Audited

year

 ended

 

30 June

30 June

31 December

 

2016

2015

2015

 

£

£

£

Interest element of finance leases and hire purchase contracts

7,985

14,166

27,470

PIK Loan Note interest

232,539

217,952

445,844

Movement in Loan Notes embedded derivative value

-

525,000

8,066,000

 

240,524

757,118

8,539,314

 

 

 

The Group entered into a Subscription Agreement on 21 August 2013 with Trident Private Equity Fund III LP, the ultimate outcome of which was the issue of £3 million of unsecured Redeemable Loan Notes ("Redeemables") and £4 million of unsecured Convertible Loan Notes ("Convertibles") in September 2013. By way of an Open Offer the Company issued £4 million nominal value of Convertible Loan Notes at par. Additionally it also, by way of subscription, issued £3 million nominal value of Redeemable Loan Notes at par. Details of this fundraising were sent to all shareholders by way of a circular. Both instruments pay interest in the form of 'payment in kind' ('PIK') notes at the rate of 5% per annum on a compound basis, payable on each anniversary of issue for a period of five years.

 

Convertible Loan Notes were offered and issued such that each shareholder would be entitled to 0.01783003 of nominal value £1.00 Convertible Loan Notes. Convertible Loan Notes are convertible at 6 pence per share, now 60 pence following a ten for one share consolidation in July 2014. Redeemable Loan Notes were issued subject to a notional conversion price of 6 pence per ordinary share, now 60 pence following a ten for one share consolidation in July 2014. Issue costs associated with this fundraising amounted to £122,000. Net proceeds from the issue of Loan Notes amounted to £6,878,000.

 

The Convertible Loan Notes and associated PIK notes can be converted at the election of the holders of Convertible Loan Notes into ordinary shares of the Company on 30 September 2014 and/or on each anniversary of that date. Subject to conversion rights being exercised by the Noteholder, Loan Notes are repayable by the Company on the earlier of:

 

· the Offer Date where there is a change in control of the Company or a scheme of arrangement put in place.

 

· the Maturity Date (30 September 2018). The Maturity Date in respect of the Convertible Loan Notes and Redeemable Loan Notes may also be extended by up to two years at the option of a 50% majority of the holders of Convertible Loan Notes and Redeemable Loan Notes respectively.

 

The amount to be paid by the Company in respect of the redemption of the Loan Notes will be the greater of:

 

i) the nominal amount of the Loan Notes and the PIK Notes: and

 

ii) where a change in control of the Company or a scheme of arrangement is put in place, the amount calculated by applying the Offer Price per ordinary share applicable to the Offer to the number of Ordinary Shares represented by the Notes on the assumption that the nominal value of the Loan Notes then in issue (including any PIK notes issued or to be issued on or immediately prior to the Offer Date) had been converted in to Ordinary Shares at the Conversion Price (60 pence) or Notional Conversion Price (60 pence), as the case may be, on the Offer Date: and

 

iii) where the Loan Notes are redeemed on the Maturity Date the amount calculated by applying the average mid-market closing price of the Ordinary Shares in the 30 Business days prior to the Maturity Date to the number of Ordinary shares represented by the Loan Notes on the assumption that the nominal value of the Loan Notes then in issue (including any PIK notes issued or to be issued on or immediately prior to the Maturity Date) had been converted into Ordinary shares at the Conversion Price (60 pence) or Notional Conversion price (60 pence) on the Maturity date (30 September 2018).

 

The Convertible Loan Notes and Redeemable Loan Notes are subject to a multiplier based upon the increase in share price from the Conversion or Nominal Conversion price of 60 pence. In both cases any increase in the average mid-market closing price of Cyprotex shares from a nominal base of 60 pence in the 30 prior market dealing days leads to a broadly proportionate increase in the amount of potential Loan Note related debt repayable on maturity. This increase in debt, relating to share price movements of the Company, is accounted for under International Financial Reporting Standards ("IFRS") as an additional finance cost in the income statement. Any decrease in debt, relating to share price movements of the Company, is accounted for under International Financial Reporting Standards ("IFRS") as an additional finance income in the income statement.

 

The Convertible Loan Notes have three separate economic components as follows:

 

· a liability component being a discounted fixed rate debt;

 

· an equity component due to the holders right to convert into Ordinary shares; and

 

· an embedded derivative due to conversion rights being linked to the Company's share price.

 

Each of these components was measured to fair value at the issue date.

 

This results in recognition of £164,496 (net of associated issue costs) as an equity component and the initial recognition of the debt component.

 

The Redeemable Loan Notes have two separate economic components as follows:

 

· a liability component being a discounted fixed rate debt; and

 

· an embedded derivative due to conversion rights being linked to the Company's share price via a notional issue price.

 

Each of these components was measured to fair value at the issue date and a gain of £122,734 is deferred in respect of differences in market and coupon rates at the date of issue.

 

Subsequently, the liability components of both the Convertible and Redeemable Loan Notes are recorded at amortised cost using the effective interest method, with interest-related charges recognised as an expense in finance cost in the income statement. The embedded derivatives associated with the Convertible and Redeemable Loan Notes are subsequently measured at fair value at each balance sheet date, and the gain or loss on re-measurement to fair value is recognised as finance income/cost in the income statement.

 

 

 

 

 

 

The carrying value attributed to the Loan Notes are as follows:

 

 

 

Unaudited

6 months ended

Unaudited

6 months ended

Audited

year

 ended

 

30 June

30 June

31 December

 

2016

2015

2015

 

£

£

£

Loan Notes - Convertible

4,436,035

4,190,467

4,304,162

Loan Notes - Redeemable

3,470,922

3,271,444

3,370,256

Embedded derivative

7,438,000

1,875,000

9,416,000

 

15,344,957

9,336,911

17,090,418

 

A summary of the components of the finance costs/(income) associated with the issue of Redeemable and Convertible Loan Notes is as follows:

 

 

Unaudited

6 months ended

Unaudited

6 months ended

Audited

year

 ended

 

30 June

30 June

31 December

 

2016

2015

2015

 

£

£

£

PIK Loan Note interest measured at fair value

232,538

217,952

445,844

Loan Note valuation of embedded derivatives movement

(1,978,000)

525,000

8,066,000

Net finance (income)/charge relating to Loan Notes

(1,745,462)

742,952

8,511,844

 

The number of Redeemable Loan Notes in issue is as follows:

 

 

Unaudited

6 months ended

Unaudited

6 months ended

Audited

year

 ended

 

30 June

30 June

31 December

 

2016

2015

2015

 

number

number

number

At 1 January

3,318,718

3,160,684

3,160,684

PIK Loan Notes issued on anniversary

-

-

158,034

Redeemable Loan Notes in issue

3,318,718

3,160,684

3,318,718

 

 

The number of Convertible Loan Notes in issue is as follows:

 

 

Unaudited

6 months ended

Unaudited

6 months ended

Audited

year

 ended

 

30 June

30 June

31 December

 

2016

2015

2015

 

number

number

number

At 1 January

4,389,074

4,194,764

4,194,764

PIK Loan Notes issued on anniversary

-

-

209,696

Converted into Ordinary shares of the Company

-

-

(15,386)

Convertible Loan Notes in issue

4,389,074

4,194,764

4,389,074

 

 

 

In the case of the embedded derivatives, in calculating their values, principal assumptions used were a share price volatility of 32.5%, a credit spread of 15% and a risk free rate of 0.88%.

 

6. Profit/(loss) per share

 

The calculation of the basic profit/(loss) per share is based on the profit/(loss) attributable to ordinary shareholders divided by the weighted average number of shares in issue during the period.

 

The calculation of diluted earnings per share is based on the basic earnings per share, adjusted to allow for the issue of shares and the post tax effect of dividends and/or interest, on the assumed conversion of all dilutive options and other dilutive potential ordinary shares.

 

Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below.

 

 

Unaudited

6 months ended

Unaudited

6 months ended

Audited

year

 ended

 

30 June

30 June

31 December

Continuing operations

Earnings attributable to ordinary shareholders, for both basic and diluted earnings per share:

2016

£

2015

£

2015

£

Profit/(loss) after taxation

2,953,448

(363,893)

(6,508,115)

 

 

 

 

 

Weighted average number of ordinary shares in issue:

number

number

number

Number used for basic profit/(loss) per share

22,468,340

22,436,258

22,449,232

Dilutive effect of options

1,015,550

-

-

Number used for diluted profit/(loss) per share

23,483,890

22,436,258

22,449,232

 

 

 

 

 

pence

pence

pence

Basic profit/(loss) per share

13.14p

(1.62)p

(28.99)p

Diluted profit/(loss) per share

12.58p

(1.62)p

(28.99)p

 

 

In both of the prior comparative periods a loss is reported for the period and the weighted average number of ordinary shares in issue, for the purpose of calculating diluted earnings/loss per share, is the same as that used for the basic earnings/loss per share calculation. This is because outstanding share options and Loan Note conversions would have the effect of reducing a loss and an adjusted loss per ordinary share and would therefore not be dilutive.

 

 

 

 

7. Share issues

 

No shares were issued in the 6 month period to 30 June 2016 or 6 months to 30 June 2015.

 

During the year ended 31 December 2015, 25,641 ordinary shares were issued pursuant to the conversion of Convertible Loan Notes at 60 pence per share. The share issues in exchange for the cancellation of Convertible Loan Notes yielded £nil in cash and increased equity by £15,384. The share price at the date of conversion was 64.5 pence.

 

Shares issued and movements in share capital may be summarised as follows:

 

 

Number

£

6 months to 30 June 2016

 

 

At 1 January 2016

22,468,340

224,683

At 30 June 2016

22,468,340

224,683

 

 

 

6 months to 30 June 2015

 

 

At 1 January 2015

22,442,699

224,427

At 30 June 2015

22,442,699

224,427

 

 

 

Year to 31 December 2015

 

 

At 1 January 2015

22,442,699

224,427

Issued - conversion of Loan Notes

25,641

256

At 31 December 2015

22,468,340

224,683

 

The Company has only one class of shares.

 

 

 

8. Share based payment

 

The Company adopted a Long Term Incentive Plan ('LTIP') on 22 January 2014. The purpose was to allow participants, who are executives in the Company, to potentially share in the creation of value for shareholders. A total of 3,333,331 share options under the LTIP have been awarded. The vesting of these executive options is on grant, at an exercise price of 60 pence per share, and are exercisable only upon change of control of the Company within a ten year period.

 

In order to calculate the fair value of potential awards a Monte Carlo simulation was used. The principal inputs to the valuation model were as follows:

 

 

 

 

 

Total

Number of awards remaining

499,999

666,666

2,166,666

3,333,331

Award and Grant date

23 Dec 2015

1 April 2014

25 Jan 2014

 

Expected life (years)

2.8

4.4

4.6

 

Share price at date of grant (pence)

116.0

56.3

75.0

 

Exercise price (pence)

60.0

60.0

60.0

 

Sale of business condition

met

met

met

 

Risk free rate

0.85%

1.71%

1.67%

 

Dividend yield

0.00%

0.00%

0.00%

 

Volatility

36.70%

44.60%

40.60%

 

 

 

 

 

The amounts charged to the income statement in respect of these awards, is as follows:

 

 

Unaudited

6 months ended

Unaudited

6 months ended

Audited

year

 ended

 

30 June

30 June

31 December

 

2016

2015

2015

 

£

£

£

Awards made on 25 January 2014

62,793

62,621

125,242

Awards made on 1 April 2014

15,105

15,064

19,578

Awards made on 23 December 2015

54,824

-

2,397

Total share based payment charge

132,722

77,685

147,217

 

 

 

9. Additions and disposals of property, plant and equipment

 

The following tables show additions and disposals of property, plant and equipment:

 

6 months to 30 June 2016

Long leasehold and buildings

Office equipment

Computer equipment

Laboratory equipment

Total

 

£

£

£

£

£

Carrying amount

 

 

 

 

 

At 1 January 2016

885,616

38,812

210,418

3,001,688

4,136,534

Additions

-

2,119

108,148

774,563

884,830

Disposals

-

-

-

-

-

Exchange

-

3

10,488

148,164

158,655

Depreciation

(11,012)

(3,426)

(69,714)

(565,214)

(649,366)

At 30 June 2016

874,604

37,508

259,340

3,359,201

4,530,653

 

6 months to 30 June 2015

 

Long leasehold and buildings

Office equipment

Computer equipment

Laboratory equipment

Total

 

£

£

£

£

£

Carrying amount

 

 

 

 

 

At 1 January 2015

907,645

44,228

216,198

3,249,320

4,417,391

Additions

-

415

60,265

281,554

342,234

Disposals

-

-

(67)

(10)

(77)

Exchange

-

4

2,941

25,788

28,733

Depreciation

(11,012)

(3,504)

(58,932)

(499,722)

(573,170)

At 30 June 2015

896,633

41,143

220,405

3,056,930

4,215,111

 

Year to 31 December 2015

 

Long leasehold and buildings

Office equipment

Computer equipment

Laboratory equipment

Total

 

£

£

£

£

£

Carrying amount

 

 

 

 

 

At 1 January 2015

907,645

44,228

216,198

3,249,320

4,417,391

Additions

-

1,478

108,153

720,028

829,659

Disposals

-

-

(67)

(10)

(77)

Exchange

-

6

4,035

37,791

41,832

Depreciation

(22,029)

(6,900)

(117,901)

(1,005,441)

(1,152,271)

At 31 December 2015

885,616

38,812

210,418

3,001,688

4,136,534

 

 

10. Intangible fixed assets

 

The following tables show the movement on intangible fixed assets:

 

6 months to

30 June 2016

Goodwill

Trade names

Customer relationships

Technology & knowhow

Technology & knowhow

(internally generated)

Total

 

£

£

£

£

£

£

Carrying amount

 

 

 

 

 

 

At 1 January 2016

-

-

-

228,558

327,634

556,192

Exchange

-

-

-

25,095

16,392

41,487

Amortisation

-

-

-

(25,894)

(35,953)

(61,847)

At 30 June 2016

-

-

-

227,759

308,073

535,832

 

6 months to

30 June 2015

Goodwill

Trade names

Customer relationships

Technology & knowhow

Technology & knowhow

(internally generated)

Total

 

£

£

£

£

£

£

Carrying amount

 

 

 

 

 

 

At 1 January 2015

-

-

37,824

267,786

362,876

668,486

Exchange

-

-

967

6,985

4,563

12,515

Amortisation

-

-

(33,246)

(24,592)

(25,671)

(83,509)

At 30 June 2015

-

-

5,545

250,179

341,768

597,492

 

Year to

31 December 2015

Goodwill

Trade names

Customer relationships

Technology & knowhow

Technology & knowhow

(internally generated)

Total

 

£

£

£

£

£

£

Carrying amount

 

 

 

 

 

 

At 1 January 2015

-

-

37,824

267,786

362,876

668,486

Exchange

-

-

913

9,891

6,463

17,267

Amortisation

-

-

(38,737)

(49,119)

(41,705)

(129,561)

At 31 December 2015

-

-

-

228,558

327,634

556,192

 

 

 

 

11. Contingent consideration

 

On 1 January 2014 the Group's US subsidiary, Cyprotex US, LLC, under an asset purchase agreement ('APA'), purchased certain assets and trade of CeeTox, Inc. ('CeeTox') from North American Science Associates, Inc ('NAMSA'). CeeTox is based in Kalamazoo, Michigan, USA. The initial purchase price of £0.84 million was paid on completion. There was potentially further consideration payable to NAMSA at a rate of 5% of net sales until 31 December 2015 if sales of certain identified assays exceed the level achieved in the year to 30 September 2013, from 1 January 2014 in two subsequent 12 month periods to a maximum of £3.1 million. On 1 January 2014, management estimated the amount of contingent consideration that would be payable at £0.04 million and the table below details movements on that provision:

 

 

 

Unaudited

6 months ended

Unaudited

6 months ended

Audited

year

 ended

 

30 June

30 June

31 December

Contingent consideration

2016

2015

2015

 

£

£

£

Opening provision

31,060

38,232

38,232

Paid

(32,272)

-

-

Released

-

-

(8,545)

Exchange

1,212

999

1,373

Closing provision

-

39,231

31,060

 

 

 

 

Unaudited

6 months ended

Unaudited

6 months ended

Audited

year

 ended

 

30 June

30 June

31 December

Contingent consideration

2016

2015

2015

 

£

£

£

Due within one year

-

-

31,060

Due after one year

-

39,231

-

Total

-

39,231

31,060

 

 

12. Taxation

 

At 30 June 2016, the Group has tax losses and tax deductibles of approximately £6.1 million that are available for offset against future profits arising from the same trade.

 

 

 

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