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Report and Accounts 2009 - Part 3

3rd Dec 2009 07:00

RNS Number : 5087D
Phytopharm PLC
03 December 2009
 



Notes to the financial statements

Page 49

11 Loss per ordinary share

The calculation of basic and diluted loss per share is based on the loss on ordinary activities after taxation, namely £3,910,688 (2008: £2,274,702) and on 94,548,391 (2008: 75,452,138) ordinary shares, being the weighted average number of ordinary shares in issue and ranking for dividend during the period.

The Company has no dilutive potential ordinary shares in issue because it is loss making.

12 Property, plant and equipment

Group 

 Short 

Computer 

 Motor 

 Plant and 

 Fixtures 

 Total 

 leasehold 

equipment 

 vehicles 

 machinery 

and fittings 

 £ 

 £ 

 £ 

 £ 

 £ 

 £ 

 Cost 

At 1 October 2008 

3,363 

296,694 

160,677 

28,271 

188,368 

677,373 

Additions 

5,821 

8,704 

25,850 

567 

1,319 

42,261 

Disposals 

(54,043) 

(91,527) 

(145,570) 

At 30 September 2009 

9,184 

251,355 

95,000 

28,838 

189,687 

574,064 

Depreciation 

At 1 October 2008 

3,363 

193,622 

95,695 

23,619 

156,854 

473,153 

Charge for year 

1,779 

45,839 

38,230 

1,695 

13,432 

100,975 

Disposals 

(51,371) 

(51,059) 

(102,430) 

At 30 September 2009 

5,142 

188,090 

82,866 

25,314 

170,286 

471,698 

Net book value 

At 30 September 2009 

4,042 

63,265 

12,134 

3,524 

19,401 

102,366 

Net book value 

At 30 September 2008 

103,072 

64,982 

4,652 

31,514 

204,220 

Company

The Company has no property, plant and equipment.

13 Intangible assets

30 September

30 September

2009

2008

Cost 

At 1 October 

99,400

-

Additions 

-

99,400

Net carrying value 

At 30 September 

99,400

99,400

Intangible assets represent patent and know-how licences acquired externally that have been recognised as an asset at cost. The Board has undertaken a review of intangible assets, and has concluded that their carrying value as presented above is consistent with their recoverable value.

Company

The Company has no intangible assets.

Notes to the financial statements

Page 50

14 Investments

Group

Company

2009

2008

2009

2008

Investment in group undertakings

£

£

£

£

At 1 September

1,593,429 

2,330,855 

Share option credit

(147,768)

(737,426)

At 30 September

1,445,661 

1,593,429

Interests in Group undertakings

Proportion of voting rights and nominal value of issued shares held by

Name of undertaking

Country of incorporation

Description of shares held

Group %

Company %

Phytotech Limited

England and Wales

Ordinary 10 pence shares

100

100

Phytodevelopments Limited

England and Wales

Ordinary £1 shares

100

-

Both the above companies have been included in these financial statements and operated principally in their country of incorporation or registration.

The principal business activities of these subsidiary undertakings are:

Phytotech Limited - development of pharmaceutical products and functional foods

Phytodevelopments Limited - dormant

15 Amounts due from subsidiary undertaking

Group

Company

30 September

30 September

30 September

30 September

2009

2008

2009

2008

£

£

£

£

Amounts due from subsidiary undertaking

12,291,586 

10,003,509 

No provision was made against the amount due to the Company from its subsidiary undertaking during the year (2008: £36,384,471).

There are no fixed terms in respect of amounts owed by subsidiary undertakings. These are non-interest bearing, unsecured and not payable on demand.

16 Inventories

30 September

30 September

2009

2008

£

£

Finished goods and goods for resale

69,708 

Work in progress

126,292 

126,292 

Raw materials and consumables

123,182 

204,231 

249,474 

400,231 

The Company has no inventories.

Notes to the financial statements

Page 51

17 Trade and other receivables

The fair value of trade and other receivables are the current book values.

 Group 

 Company 

30 September

30 September

30 September

30 September

2009

2008

2009

2008

£

£

£

£

Trade receivables

44,794 

54,330 

Other receivables

11,803 

27,427 

(3,943)

4,052 

Prepayments and accrued income

171,422 

402,118 

25,997 

180,575 

228,019 

483,875 

22,054 

184,627 

As of 30 September 2009, the Group had no trade receivables that were past due but not impaired (2008: £4,090). These related to independent customers for whom there was no recent history of default.

The ageing analysis of these trade receivables is as follows:

Group

Company

30 September

30 September

30 September

30 September

2009

2008

2009

2008

£

£

£

£

Less than three months

44,794 

50,369 

Three months to one year

More than one year

3,961 

44,794 

54,330 

The carrying amounts of the Group's trade receivables are denominated in the following currencies:

Group

Company

30 September

30 September

30 September

30 September

2009

2008

2009

2008

£

£

£

£

GB pounds

6,228 

39,960 

Indian Rupee

3,961 

US dollar

36,280 

10,409 

South African Rand

2,286 

44,794 

54,330 

There is no bad debt provision against any trade receivables at 30 September 2009 and 30 September 2008.

The Company has no trade receivables.

18 Money market investments

Group

Company

30 September

30 September

30 September

30 September

2009

2008

2009

2008

£

£

£

£

Held-to-maturity financial assets

5,500,000 

5,500,000 

These represent fixed-rate short-term deposits placed with a range of banks at fixed terms.

Notes to the financial statements

Page 52

19 Cash and cash equivalents

Group

Company

30 September

30 September

30 September

30 September

2009

2008

2009

2008

£

£

£

£

Cash and cash equivalents

3,910,117 

1,607,067 

3,683,802 

736,950 

The Company holds its excess cash and cash equivalents in a combination of fixed interest accounts and fixed term money market deposits. At 30 September 2009 and 30 September 2008 these did not exceed three months in duration.

20 Trade and other payables

The fair value of trade and other payables are the current book values.

 Group 

 Company 

30 September

30 September

30 September

2009

2008

2009

2008

£

£

£

£

Trade payables

203,597 

343,461 

14,724 

71,989 

Other payables

5,871 

14,596 

Other taxation and social security

32,160 

44,689 

Accruals and deferred income

1,505,192 

930,840 

55,435 

58,655 

1,746,820 

1,333,586 

70,159 

130,644 

21 Provisions

Provision for employer's national insurance on share option gains

There is no provision for employer's National Insurance on share option gains at the period end as options granted under the 2007 share option schemes have transferred the liability for National Insurance to the employee.

Deferred taxation

The Group and Company have the potential deferred tax assets shown below, which are not recognised due to uncertainty as to the timing of their utilisation.

Group

Company

30 September

30 September

30 September

30 September

2009

2008

2009

2008

£

£

£

£

Tax effect of timing differences:

Excess of tax allowances over depreciation

332,609 

318,633 

8,195 

8,195 

Accumulated losses

11,186,799 

10,321,347 

1,007,374 

893,953 

11,519,408 

10,639,980 

1,015,569 

902,148 

Notes to the financial statements

Page 53

22 Financial instruments

The Group's financial instruments comprise primarily cash and liquid resources, and various items such as trade receivables and trade payables, which arise directly from its operations. The Group does not enter into derivative transactions.

The Group's ongoing objectives in using financial instruments are to maximise the returns on funds held on deposit, to minimise exchange rate risk where appropriate, and to generate additional cash resources through the issue of shares when market conditions are appropriate. In addition, the Group has from time to time conserved cash resources by entering into financing arrangements for the acquisition of major capital assets.

The balance sheet positions at 30 September 2009 and 30 September 2008 are not representative of the positions throughout the period as cash and short-term investments fluctuate considerably depending on when significant receipts have occurred and on the timing of share issues.

Risk in relation to the use of financial instruments

 

Capital risk

The capital structure of the Group consists of cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained loss. The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern and to ensure that the Group has sufficient capital available to meet future funding requirements.

Liquidity risk

The Group's policy throughout the year regarding liquidity has been to maximise the return on funds, but to minimise the associated risk by placing funds in low risk cash deposits and short term cash deposits. The Board monitors the level of cash and money market investments on a regular basis and management monitors the level on a daily basis, to ensure that the Group has sufficient liquid funds to meet its commitments as they fall due.

The Group and Company holds cash deposits at call or with a maturity of up to twelve months.

Trade payables are normally payable within the terms specified by the supplier.

Credit risk

Other than trade receivables, the financial instruments that subject the Group to a potential credit risk comprise principally of cash and money market investments. The Group's policy is to minimise the risks associated with cash and money market investments by placing these deposits with institutions with a recognised high rating (typically AA or above), or with one of the major clearing banks. Trade receivables are largely with highly reputable, creditworthy trading partners.

Interest rate risk 

The Group held all cash, bank and held-to-maturity investments in pounds sterling (GBP) Euro's (EUR) and United States Dollar (USD) accounts. Interest rates on current accounts are floating and are based on LIBID, while interest rates on term deposits are fixed for the duration of deposit.

The Group does not have any committed borrowing facilities. Consequently, there is no material exposure to interest rate risk in respect of financial liabilities.

Notes to the financial statements

Page 54

Foreign currency risk

The Group's principal functional currency is GBP. However during 2009, the Group had income and expenditure in USD. The Group's policy is to maintain natural hedges, where possible, by matching USD revenue with USD expenditure. The Group also incurred minimal expenditure in other foreign currencies and the strengthening of GBP against those currencies is not considered to have a material impact on the net loss for the period. Consequently, there is no material exposure to foreign currency rate risk.

Fair value of financial assets and liabilities

There is no material difference between the fair value and the carrying values of the financial instruments referred to above, because of the short maturity period of these financial instruments or their intrinsic size and risk.

Notes to the financial statements

Page 55

Financial instruments by category

30 September 2009

30 September 2008

Loans and receivables

Held to maturity financial assets

Total

Loans and receivables

Held to maturity financial assets

Total

£

£

£

£

£

£

Group

Assets as per balance sheet

Trade and other receivables excluding prepayments

56,597

56,597

81,757

81,757

Money market investments

5,500,000

5,500,000

Cash and cash equivalents

3,910,117

3,910,117

1,607,067

1,607,067

3,966,714

3,966,714

1,688,824

5,500,000

7,188,824

30 September 2009

30 September 2008

Loans and receivables

Held to maturity financial assets

Total

Loans and receivables

Held to maturity financial assets

Total

£

£

£

£

£

£

Company

Assets as per balance sheet

Trade and other receivables excluding prepayments

(3,943) 

4,052

4,052

Money market investments

5,500,000

5,500,000

Cash and cash equivalents

3,683,802

3,683,802

736,950

736,950

3,683,802

3,683,802

741,002

5,500,000

6,241,002

30 September 2009

30 September 2008

Other financial liabilities

Other financial liabilities

£

£

Group

Liabilities as per balance sheet

Trade and other payables excluding statutory liabilities

1,714,660

1,288,897

30 September 2009

30 September 2008

£

£

Other financial liabilities

Other financial liabilities

Company

Liabilities as per balance sheet

Trade and other payables excluding statutory liabilities

70,159

130,644

Notes to the financial statements

Page 56

23 Pensions and similar obligations

The Group operates a number of defined contribution pension schemes for employees. The assets of the schemes are held separately from those of the Group in independently administered funds. The pension cost represents contributions paid and payable by the Group to the funds and amounted to £54,409 (2008: £113,368). The amounts outstanding in respect of pensions are £5,871 (2008: £14,956).

24 Share capital

30 September 

30 September 

2009

2008

£

£

Authorised

150,000,000 (2008: 150,000,000) ordinary shares of 1pence each

1,500,000 

1,500,000 

Allotted, called-up and fully paid

94,548,391 (2008: 94,548,391) ordinary shares of 1pence each

945,484 

945,484 

In the period ended 30 September 2009 no shares were issued for cash consideration. During the period the Company received reimbursement of £37,913 in respect of VAT on previous share issue costs.

On 28 March 2008, the Company issued 38,929,048 new ordinary shares of 1 pence each at a price of 22 pence per share for a total cash consideration of £7,371,493 after the expenses of the issue. The nominal value of these shares was £389,291.

The remaining 13,034 shares issued relate to the Phytopharm Share Incentive Plan 2007 whereby the Company issued one "Matching Share" for every "Partnership Share" purchased by the employee up to May 2008. As from June 2008 "Matching Shares" under the scheme have been market purchases. All the shares are held by the scheme Trustee until the shares vest unconditionally with the employee. The nominal value of these shares was £130.

Notes to the financial statements

Page 57

25 Options over shares of Phytopharm plc

Potential issues of ordinary shares

The company may grant share options to selected employees on joining the Company and any such grants are made following the preliminary and interim announcements together with performance related grants to all employees. Performance criteria must be satisfied before share options can be exercised and these are detailed below. In addition the Company has a long-term incentive scheme under which long-term share incentives may be granted to selected Senior Executives.

The outstanding share scheme options and long-term incentive awards at 30 September 2009 are shown below analysed according to the exercise criteria.

Number

Currently

Currently

outstanding

Exercise

Date

Exercisable 

vested

exercisable

30/09/2009

Price

Note

granted

From

To

30/09/2009

30/09/2009

Phytopharm Share Option Plan 2007

52,000 

 £0.445 

2c

03/08/2007

03/08/2010

02/08/2017

87,863 

 £0.31 

2c

19/12/2007

19/12/2010

18/12/2017

14,327 

 £0.235 

2c

28/03/2008

28/03/2011

27/03/2018

274,621 

 £0.2175 

2c

30/05/2008

30/05/2011

29/05/2018

-

-

480,145 

 £0.0413 

2c

11/03/2009

11/03/2012

10/03/2019

-

-

908,956 

Phytopharm Long Term Incentive Plan 2007

27,810 

 £0.4825 

4

12/09/2007

01/10/2010

30/09/2011

125,285 

 £0.0613 

4

22/12/2008

22/12/2011

21/12/2012

-

-

153,095 

Notes to the financial statements

Page 58

1 On 9 January 2007 the Remuneration Committee made a performance share award of 350,000 ordinary shares to Dr D Rees, and 250,000 ordinary shares to Mr P Morgan at an exercise price of 45 pence per share. The Remuneration Committee considered that there was a considerable risk of Dr Rees leaving the Company as his existing share option awards were at option prices significantly in excess of the current share price and this performance share award was granted, as permitted by Listing Rule 9.4.2 (2) to retain the services of Dr Rees. The Remuneration considered that the award to Mr Morgan was necessary and as permitted by Listing Rule 9.4.2 (2), to secure the services of Mr Morgan. Following the resignation of Dr D D Rees and Mr P J Morgan on 13 November 2008, these options lapsed.

2a These options vest on the second anniversary of the date of grant and have been granted under the Phytopharm Share Option Plan 2007; Enterprise Management Incentive Scheme. The number of options exercisable will be determined by the Company's TSR compared to the constituents of the FTSE Small Cap Index. The value of options (at date of grant) will be exercisable if the Company's TSR in the relevant ranking group is above the median.

2b These un-approved options vest on the second anniversary of the date of grant and have been granted under the Phytopharm Share Option Plan 2007. The number of options exercisable will be determined by the Company's TSR compared to the constituents of the FTSE Small Cap Index. The value of options (at date of grant) will be exercisable if the Company's TSR in the relevant ranking group is above the median.

2c These options vest on the third anniversary of the date of grant and have been granted under the Phytopharm Share Option Plan 2007; Enterprise Management Incentive Scheme. The number of options exercisable will be determined by the Company's TSR compared to the constituents of the FTSE Small Cap Index. The value of options (at date of grant) will be exercisable if the Company's TSR in the relevant ranking group is above the median.

2d These un-approved options vest on the third anniversary of the date of grant and have been granted under the Phytopharm Share Option Plan 2007. The number of options exercisable will be determined by the Company's TSR compared to the constituents of the FTSE Small Cap Index. The value of options (at date of grant) will be exercisable if the Company's TSR in the relevant ranking group is above the median.

3a These options vest on the second anniversary of the date of grant and have been granted under the long-term incentive plan. The number of options exercisable will be determined by the Company's TSR compared to the constituents of the FTSE Small Cap Index. The value of options (at date of grant) will be exercisable at 25% if the Company's TSR in the relevant ranking group is above the median rising to 100% for upper decile performance.

3b These options vest on the third anniversary of the date of grant and have been granted under the long-term incentive plan. The number of options exercisable will be determined by the Company's TSR compared to the constituents of the FTSE Small Cap Index. The value of options (at date of grant) will be exercisable at 25% if the Company's TSR in the relevant ranking group is above the median rising to 100% for upper decile performance.

4 These options are granted under a save as you earn plan approved by HMRC. The last offer under the plan was made to all employees and Executive Directors on 13 August 2007.

Notes to the financial statements

Page 59

Option valuations

Options were valued using a stochastic model (also known as a Monte Carlo model). The fair value per option granted and the assumptions used in the calculation for options granted since 3 August 2007 are set out in the tables below. The Company's effective date for IFRS2, "Share Based Payments" implementation is 1 September 2005 and the IFRS has been applied to all options granted after 7 November 2002 which have not vested by this effective date and options granted before this effective date which have been subsequently modified.

Award

Grant date

Exercise price

Number of shares outstanding at 30 September 2009

Fair value per option at grant date

£

£

2007 Share option plan

03/08/2007

0.445 

52,000 

0.2034 

2007 Share option plan

19/12/2007

0.31 

87,863 

0.1531 

2007 Share option plan

28/03/2007

0.2375 

14,327 

0.1297 

2007 Share option plan

30/05/2008

0.2175 

274,621 

0.1142 

2007 Share option plan

11/03/2009

0.0413 

480,145 

0.0223 

2007 Sharesave plan

12/09/2007

0.4825

27,810 

0.1900 

2007 Sharesave plan

22/12/2008

0.0613

125,285 

0.0308 

Notes to the financial statements

Page 60

The fair values of the original share options granted but not vested as at 30 September 2009 were calculated using the following assumptions:

Award

Grant date

Expected term

Expected dividend yield (note(b))

Expected volatility (note (c))

Risk free rate (note (d))

Performance condition (note)

2007 Share option plan

03/08/2007

3 years

0%

67.5%

5.4%

2c

2007 Sharesave plan

12/09/2007

3 years

0%

64.5%

4.9%

4

2007 Share option plan

19/12/2007

3 years

0%

65.7%

4.7%

2c

2007 Share option Plan

28/03/2008

3 years

0%

69.8%

4.1%

2c

2007 Share option plan

30/05/2008

3 years

0%

69.9%

4.9%

2c

2007 Sharesave plan

22/12/2008

3 years

0%

77.2%

1.9%

4

2007 Share option plan

11/03/2009

3 years

0%

72.4%

2.3%

2c

Notes to assumptions

a)

i) 40% of participants exercise after 3 years if a gain of 40% is available. If this gain is not available, these individuals hold on to their shares until such a gain can be made. The performance test must be satisfied. If the test has not been satisfied at the date of leaving, the awards lapse.

ii) 25% of the remainder exercise from the 3rd anniversary onwards using a reducing balance methodology, providing that a gain of 20% is available. If this gain is not available, these individuals refrain from exercising until such a gain can be made.

iii) 15% of the total participants are "good leavers" (where the employee may have up to twelve months to exercise options).

iv) 5% of the participants exercise per annum in years 4 onwards on a reducing balance methodology, providing that the options are "in the money" (irrespective of the level of gain) to allow for leavers in these periods. This is reduced to 7 years for the 7 year options granted under the ESOS.

v) any remaining options are exercised at maturity providing that they are "in the money". Any awards that are "underwater" therefore lapse at maturity.

This exercise strategy is subject to the passing of the performance conditions described above.

b) The dividend yield of 0% reflects the absence of a history of paying dividends and a clear dividend policy statement at the relevant grant dates.

c) Expected volatility is the measurement of the amount by which a share price is expected to fluctuate during a period. The expected volatility has been calculated using the standard approach of calculating the standard deviation of the natural logarithm of historical share price movements.

d) UK Gilt rates prevalent on the date of grant with a period commensurate with the term of the award.

Notes to the financial statements

Page 61

A reconciliation of share option scheme movements for the periods ended 30 September 2008 and 30 September 2009 is set out below:

2009

2008

Weighted

Weighted

average

average

exercise price

exercise price

Number

£

Number

£

At 1 October

4,467,500 

0.36 

3,625,359 

0.42 

Granted

843,470 

0.05 

1,305,003 

0.23 

Exercised

-

-

-

-

Lapsed

(4,248,919)

0.35 

(462,862)

0.53 

At 30 September

1,062,051 

0.15 

4,467,500 

0.36 

The following tables summarise the information about the range of exercise prices for share options outstanding at 30 September 2009 and 30 September 2008:

30 September 2009

30 September 2008

Range of exercise prices

Weighted

average 

exercise 

price

Weighted

average

remaining life

contractual years

Weighted

average 

exercise 

price

Weighted

average

remaining life

Contractual years

Number of shares

Number of shares

£

£

£0.01

-

-

-

0.01

561,136 

9.45 

£0.04 to £0.07

0.05 

605,430 

8.34 

-

-

-

£0.21 to £0.23

0.22 

288,948 

9.00 

-

-

-

£0.31

0.31 

87,863 

8.00 

-

-

-

£0.44 to £.48

0.46 

79,810 

5.91 

-

-

£0.48 to £0.56

-

-

0.39 

3,906,364 

9.05 

The total credit for the period relating to employee share-based payment plans was £147,768 (2008: £737,426) all of which related to the above equity based transactions. The credit arose due to the large number of unvested options which lapsed in the period.

26 Post balance sheet events

In December 2009, the Group approved a £24.1 million (net of expenses) underwritten fundraising. The Placing and Open Offer will be voted on by shareholders at the General meeting on 29 December 2009.

27 Capital commitments

The Group had no capital commitments contracted but not provided for at 30 September 2009 (2008: £25,995). The Company had no capital commitments contracted but not provided for at 30 September 2009 (2008: £nil).

28 Contingent liabilities

There were no contingent liabilities in the Group or Company at 30 September 2009 (2008: £nil).

Notes to the financial statements

Page 62

29 Financial commitments

At 30 September 2009 there were the following commitments under non-cancellable operating leases:

2009

2008

Land and

Land and

buildings

Other

buildings

Other

£

£

£

£

Within one year

13,650 

6,474 

Between two and five years inclusive

17,063 

30,713 

6,474 

Company

The Company has no annual commitments under non-cancellable operating leases.

The Group has purchase obligations of £208,103 in respect of its sub-contracted research and development activities as at 30 September 2009 (2008: £481,896). The Company had no such commitments.

30 Related party transactions

Group

Under IAS 24 "Related Party Disclosures" the Group is not required to disclose inter-group transactions which are eliminated on consolidation.

The Directors regard Phytopharm plc as the ultimate controlling party of the Group.

Company

The inter-company balances outstanding at 30 September 2009 and 30 September 2008 are shown on the Company balance sheet.

The Company has been charged £333,407 (2008: £458,046) for corporate services provided by subsidiary undertakings.

The remuneration received by key management personnel, including the Directors, is disclosed in note 6.

Page 63

Shareholder information

Registered office

Corpus Christi House

9 West Street

Godmanchester

PE29 2HY

Phytopharm plc is a company registered in England and Wales, which is listed on the London Stock Exchange (symbol: PYM)

Company number

03131723

Registrars

Equiniti Registrars Limited

The Causeway

Worthing

BN99 6DA

Brokers

KBC Peel Hunt Limited

111 Old Board Street

London

EC2N 1PH

Auditors

PricewaterhouseCoopers LLP

Abacus House

Castle Park

Cambridge

CB3 0AN

Solicitors

White & Case

5 Old Broad Street

London

EC2N 1DW

Financial public relations

FD

Holborn Gate

26 Southampton Buildings

London

WC2A 1PB

Financial Advisors

N M Rothschild & Sons Limited

New Court

St Swithins Lane

London

EC4P 4DU

This information is provided by RNS
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