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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Cyprotex | LSE:CRX | London | Ordinary Share | GB00BP25RZ14 | ORD £0.01 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 160.50 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMCRX
RNS Number : 2310K
Cyprotex PLC
15 April 2015
15 April 2015
Cyprotex PLC
("Cyprotex" or the "Company" or the "Group")
Final results for the year ended 31 December 2014
Substantial investment made to secure future growth
Cyprotex PLC (AIM: CRX), the preclinical ADME-Tox services company, today reports its final results for the year ended 31 December 2014.
Financial Highlights
-- Strong revenue growth up 18.4% to GBP11.57 million (2013: GBP9.77 million) -- CeeTox acquisition contributed GBP1.12 million of total revenue -- Excluding CeeTox revenue grew 7.0% (2013: 17.3%)
-- Gross margins decreased to 75.0% (2013: 80.0%) predominantly as a result of greater outsourcing in the period
-- Operating loss of GBP0.71 million, excluding goodwill impairment, (2013: Operating profit of GBP0.61 million)
-- Goodwill impairment relating to US Operations of GBP3.04 million (2013: GBPnil) -- Underlying EBITDA^ of GBP0.61 million (2013: GBP1.54 million) -- Loss per share at 18.59 pence (2013: loss per share 3.56 pence^^) -- Cash of GBP2.9 million as at 31 December 2014 (2013: GBP7.1 million)
^ excluding share-based payment charge and impairment of intangibles
^^ rebased following a ten for one share consolidation
Operational Highlights
-- Acquisition and integration of CeeTox business completed
-- Expanded into the BioHub at the former Astra Zeneca Alderley Park site, and transferred a number of assays and staff to accommodate further growth in revenues
-- Significant investment in several major new products and services. These include a new High Throughput Facility in Watertown, a new suite of drug transporter assays, a new high resolution QTof mass spectrometer for improved metabolite identification services and new toxicology analysis equipment in Macclesfield
-- Dependence on one large customer and one large Government agency has been reduced at Kalamazoo
-- 171 new customers in 2014 (2013: 136 customers) -- 407 total customers served in 2014 (2013: 325 customers) -- Largest customer contributed 8.1% of revenues (2013: 9.8%) -- Commenced and completed two large contracts for the US Environmental Protection Agency (EPA)
Ian Johnson, Chairman of Cyprotex PLC, said:
"2014 was a year of considerable investment for the Company. In addition to the CeeTox acquisition which brought access to a range of new assays and customers, particularly in the Cosmetic and Personal Care space, we have invested heavily in several significant new technical projects which considerably widens the Company's potential service offerings to its current and to new customers. However, the CeeTox acquisition experienced operational issues before it ran effectively and the new technical projects took longer to validate than we anticipated. As a result, whilst revenues grew by 18% we recorded our first operating loss in 7 years, which was in line with guidance given at the time of our trading update in November. The acquisitions and investments are, however, critical for our future growth and we have every expectation that these will contribute to significant revenue growth and a return to profitability in 2015."
For further information:
Hot Features
Premium
Cyprotex PLC Tel: +44 (0) 1625
505 100
Dr Anthony Baxter, Chief Executive ir@cyprotex.com
Officer www.cyprotex.com
John Dootson, Chief Financial
Officer
Mark Warburton, Chief Operating
Officer and Legal Counsel
N+1 Singer (Nomad and broker to Tel: +44 (0)20
Cyprotex) 7496 3000
Shaun Dobson shaun.dobson@n1singer.com
Jen Boorer jennifer.boorer@n1singer.com
www.n1singer.com
Notes to Editors:
Cyprotex PLC
Cyprotex is listed on the AIM market of the London Stock Exchange (CRX). It has sites in Macclesfield, near Manchester in the UK, Watertown, MA and Kalamazoo MI in the US. The Company was established in 1999 and works with more than 1,000 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, extending from early drug discovery through to IND submission. 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. The Company's core capabilities include high quality in vitro ADME screening services, mechanistic toxicology and high content toxicology screening services, including our proprietary CellCiphr(R) toxicity prediction technology, predictive modelling using PBPK and QSAR techniques, including Cloe(R) PK for in vivo PK prediction, and a range of skin, ocular and endocrine disruption services. For more information, see www.cyprotex.com
Chairman and Chief Executive Officer's Report
Cyprotex announced the acquisition of certain assets, trade and business of CeeTox in January 2014. This acquisition was a key step in enabling the Group to widen its customer base into the Cosmetic, Personal Care and Household Chemicals markets where we believe ADME-Tox screening requirements are growing, providing opportunities for an expanded offering. The base in Kalamazoo, MI, USA was an additional positive feature resulting in the strengthening of our geographical base in the US, the largest market for our services. Lastly, the Kalamazoo facility can operate many of its assays to GLP (Good Laboratory Practice) an important consideration for screening data required for regulatory approvals. The acquisition has now been fully integrated into the Group and contributed GBP1.12 million of revenues in 2014. During the year we restructured the business, reduced costs, invested in improving several of the key assays to current standards and improved the marketing of these assets to a wider customer base. As a result revenues and numbers of clients increased in the second half of 2014 and we reduced the heavy reliance on two major customers at the Kalamazoo site.
The Company also invested in several large and some smaller R & D projects. These investments were made after a detailed analysis of the necessary technical direction in order to capture a larger quantum of service revenues in the ADME-Tox screening space. The investment in a High Throughput Facility in our Watertown site to replicate the highly efficient and cash generative system employed in Macclesfield involved capital expenditure of GBP0.62 million and the hiring of four additional staff. The validation of this complex facility took longer than expected which resulted in planned revenues for 2014 not being realised. This facility has now been validated and we expect to generate additional revenues from this system.
The Company also invested heavily in developing an enhanced drug transporter screening capability. Drug transporter screening is becoming a very important area to generate data to support submission documents needed by regulatory bodies such as the FDA. After a lengthy validation phase we have now commercialised the 8 main transporter types required for regulatory submissions. Sales from this new asset class commenced in the last quarter of 2014 and we expect this to be a key feature of our revenue growth in 2015. We have also invested in two new technologies to further our screening offerings in toxicology. We are now able to offer 3D microtissues and mitochondrial toxicity assays which are at the cutting edge of toxicological testing methods. Lastly, we invested in a Waters Quadrupole Time-of-flight ('QTof') high resolution mass spectrometer costing GBP0.28 million. This instrument has enabled us to enhance our Metabolite Identification offerings and almost immediately showed pleasing sales traction in the market.
In summary, the Company invested very heavily in new instrumentation and capabilities to strengthen our technical capabilities in a competitive market for ADME-Tox screening. All these technologies are now validated, and we expect revenue growth from these assays in 2015.
During the year we made positive changes to our website, making it easier for customers to navigate and request screening services. The former CeeTox screens have been incorporated into the Cyprotex group website and we have increased our marketing spend in 2014 to showcase the new services.
As a result of our sales and marketing efforts we saw new customer numbers in 2014 rise to 171 from 136 in 2013. The company served a total of 407 customers in 2014 compared to 325 in 2013 (48 came from the Kalamazoo site). Our largest customer now accounts for 8.1% of revenues in 2014 compared to 9.8% in 2013.
Financial Performance
Overall Group revenues grew by 18.4% in 2014 (2013: 17.3%) to GBP11.57 million (2013: GBP9.77 million) in line with updated guidance given in November. Our new Kalamazoo site, which commenced trading as a branch of Cyprotex US, LLC on 1 January 2014, contributed GBP1.12 million of the increase, the remaining business growing by 7.0% in revenue terms.
As previously announced, this sales growth was lower (c13%) than had been anticipated at the start of the financial year and given that we are a highly operationally geared business, this revenue shortfall had a significant impact on the outturn for 2014 with the Group posting its first operating loss, excluding goodwill impairment, in 2014 for seven years at GBP0.71 million (2013: operating profit of GBP0.61 million).
The principal project we undertook and which commenced late in 2013 was the creation of a US High Throughput ('HT') facility at our Watertown site, based on a similar platform to that operating successfully at our UK site. This HT project, based on a new analytical platform for the US, was technically challenging on a number of fronts including ensuring our standard turnaround times, and consistency and reproducibility of data are achieved and maintained. We had anticipated that the validation of this new HT facility would be completed early in 2014; however our final validation runs were only completed at the end of 2014. Consequently, we will commence commercialisation of these services to clients in 2015. Investments in tangible fixed assets to support this project totalled GBP0.6 million in the year. Project related salaries and consumables used in validation runs of GBP0.3 million have been expensed to the income statement in 2014.
Goodwill relates to the Group's US operations and is subject to a yearly impairment test. The results of this year's calculation performed by the Board indicate a shortfall in valuation equivalent to the carrying value of goodwill and a provision for impairment of GBP3.04 million has been recognised.
Our work on developing a suite of transporter assays was more time consuming than originally anticipated with their launch delayed until October 2014. Pleasingly, we saw immediate uptake of this service offering and this continues into 2015. The other new assays launched on the new QTof and 3D toxicology equipment were successfully launched on time and saw immediate customer take up.
Our reported operating cash outflow for the year at GBP1.32 million (2013: GBP1.53 cash inflow) has been adversely impacted by frustrating delays in fully novating a significant contract with the US Environmental Protection Agency ('EPA'), which has led to delays in invoicing work performed in the US in 2014 of GBP0.9 million. Post period end the novation was finally completed in March 2015. Otherwise cash outflows correlate in proportion to our trading loss.
In the previous year, the Company raised GBP6.88 million (net of expenses) by way of issuing unsecured Redeemable and Convertible Loan Notes ('Loan Notes'). The values of these Loan Notes are linked to the share price of the Company. Accordingly, as their balance sheet value changes, this change is also reported within finance costs or finance income and these reported amounts can fluctuate significantly with share price movements until their ultimate redemption value is reached on maturity. The earliest date of maturity is 30 September 2018. In 2014 changes to Loan Notes valuations saw the Company record finance income of GBP242,319 (2013: finance charge of GBP1,592,319).
Outlook and Summary
Whilst 2014 has been a challenging year for the Group, we believe our investments and improved marketing strategies will provide an enhanced platform for future growth. We have made a positive start to 2015 and anticipate a return to profitability in the current year.
Ian Johnson Dr Anthony D Baxter Non-Executive Chairman Chief Executive Officer
15 April 2015
Consolidated income statement
year to 31 December 2014
Continuing operations Note 2014 2013 2012
GBP GBP GBP
Revenue 4 11,570,719 9,768,027 8,327,274
Cost of sales (2,887,704) (1,953,071) (1,508,826)
------------- ------------ ------------
Gross profit 8,683,015 7,814,956 6,818,448
Administrative costs
(3,040,047) - -
* Goodwill impairment
* Other (9,392,254) (7,201,810) (6,492,379)
------------- ------------ ------------
Total administrative
costs (12,432,301) (7,201,810) (6,492,379)
------------- ------------ ------------
Operating (loss)/profit (3,749,286) 613,146 326,069
Finance income
* Finance income relating to loan notes issued
including embedded derivatives 5/12 242,319 - -
* Other finance income 24,585 12,107 7,218
Total finance income 5 266,904 12,107 7,218
------------- ------------ ------------
Finance costs
* Finance cost relating to loan notes issued including
embedded derivatives 5/12 (432,241) (1,695,719) -
* Other finance costs (37,020) (86,580) (84,072)
------------- ------------ ------------
Total finance cost 5 (469,261) (1,782,299) (84,072)
------------- ------------ ------------
(Loss)/profit before
tax (3,951,643) (1,157,046) 249,215
Income tax (219,783) 360,098 (46,713)
------------- ------------ ------------
(Loss)/profit for
the year (4,171,426) (796,948) 202,502
------------- ------------ ------------
Attributable to the
owners of the parent (4,171,426) (796,948) 202,502
------------- ------------ ------------
(Loss)/earnings per
share
Basic (loss)/earnings
per share 6 (18.59)p (3.56)p 0.91p
Diluted (loss)/earnings
per share 6 (18.59)p (3.56)p 0.90p
Consolidated statement of comprehensive income
year to 31 December 2014
2014 2013 2012
GBP GBP GBP
Continuing operations
(Loss)/profit for the
year (4,171,426) (796,948) 202,502
Other comprehensive income/(loss)
- Items that may be reclassified
subsequently to profit
or loss:
------------ ---------- ----------
Exchange differences on
retranslation of overseas
operations 161,087 (18,338) (124,202)
------------ ---------- ----------
Total comprehensive (loss)/income
for the year (4,010,339) (815,286) 78,300
------------ ---------- ----------
Attributable to the owners
of the parent (4,010,339) (815,286) 78,300
------------ ---------- ----------
Consolidated statement of financial position
at 31 December 2014
Note 2014 2013 2012
GBP GBP GBP
ASSETS
Non current assets
Property, plant and equipment 9 4,417,391 3,788,714 2,692,786
Intangible fixed assets 11 668,486 3,097,862 3,395,753
Deferred tax assets 539,804 855,005 540,900
------------- ------------ ------------
5,625,681 7,741,581 6,629,439
------------- ------------ ------------
Current assets
Inventories 734,684 425,638 367,967
Trade receivables 2,048,070 1,500,527 1,199,999
Other receivables 1,614,745 743,683 536,995
Income tax 95,444 - -
Cash and cash equivalents 2,925,029 7,094,608 858,539
------------- ------------ ------------
7,417,972 9,764,456 2,963,500
------------- ------------ ------------
Total assets 13,043,653 17,506,037 9,592,939
------------- ------------ ------------
LIABILITIES
Current liabilities
Trade payables 397,587 515,083 289,114
Other payables 770,431 1,114,562 570,037
Obligations under finance leases 238,862 315,696 228,765
Income tax - 1,364 -
Provisions - 59,025 108,100
Current portion of long term borrowings - - 72,360
------------- ------------ ------------
1,406,880 2,005,730 1,268,376
------------- ------------ ------------
Non current liabilities
Long term borrowings - - 538,493
Obligations under finance leases 398,278 638,235 567,916
Other borrowings 12 8,593,959 8,389,113 -
Provisions 38,232 - 58,814
Deferred tax liabilities 157,634 158,759 202,606
------------- ------------ ------------
9,188,103 9,186,107 1,367,829
------------- ------------ ------------
Total liabilities 10,594,983 11,191,837 2,636,205
------------- ------------ ------------
Net assets 2,448,670 6,314,200 6,956,734
------------- ------------ ------------
EQUITY
Equity attributable to equity holders of the parent
Share capital 7 224,427 224,341 223,687
Share premium account 12,222,842 12,217,742 12,210,140
Other reserve 292,566 292,566 128,070
Share based payment reserve 905,006 765,383 765,383
Profit and loss account (11,196,171) (7,185,832) (6,370,546)
------------- ------------ ------------
Total equity 2,448,670 6,314,200 6,956,734
------------- ------------ ------------
Consolidated statement of changes in equity
year to 31 December 2014
Share Share Other reserve Share Profit and Total
capital premium based payment loss account equity
account reserve
GBP GBP GBP GBP GBP GBP
Balance at 1 January
2014 224,341 12,217,742 292,566 765,383 (7,185,832) 6,314,200
--------- ----------- -------------- --------------- -------------- ------------
Loss for the year - - - - (4,171,426) (4,171,426)
Other comprehensive
income
Exchange differences
on retranslation of
overseas operations - - - - 161,087 161,087
--------- ----------- -------------- --------------- -------------- ------------
Total comprehensive
income for the year - - - - (4,010,339) (4,010,339)
--------- ----------- -------------- --------------- -------------- ------------
Issue of share capital
-- conversion of loan
notes 86 5,100 - - - 5,186
Share based payments
transactions - - - 139,623 - 139,623
Balance at 31 December
2014 224,427 12,222,842 292,566 905,006 (11,196,171) 2,448,670
--------- ----------- -------------- --------------- -------------- ------------
Share Share Other reserve Share Profit and Total
capital premium based payment loss account equity
account reserve
GBP GBP GBP GBP GBP GBP
Balance at 1 January
2013 223,687 12,210,140 128,070 765,383 (6,370,546) 6,956,734
--------- ----------- -------------- --------------- -------------- ------------
Loss for the year - - - - (796,948) (796,948)
Other comprehensive
loss
Exchange differences
on retranslation of
overseas operations - - - - (18,338) (18,338)
--------- ----------- -------------- --------------- -------------- ------------
Total comprehensive
loss for the year - - - - (815,286) (815,286)
--------- ----------- -------------- --------------- -------------- ------------
Issue of share capital
-- exercise of share
options 654 7,602 - - - 8,256
Equity element of convertible
loan note - - 164,496 - - 164,496
Balance at 31 December
2013 224,341 12,217,742 292,566 765,383 (7,185,832) 6,314,200
--------- ----------- -------------- --------------- -------------- ------------
Share Share Other reserve Share Profit and Total
capital premium based payment loss account equity
account reserve
GBP GBP GBP GBP GBP GBP
Balance at 1 January
2012 223,687 12,210,140 128,070 704,610 (6,448,846) 6,817,661
--------- ----------- -------------- --------------- -------------- ------------
Profit for the year - - - - 202,502 202,502
Other comprehensive
loss
Exchange differences
on retranslation of
overseas operations - - - - (124,202) (124,202)
Total comprehensive
income for the year - - - - 78,300 78,300
--------- ----------- -------------- --------------- -------------- ------------
Share based payments
transactions - - - 60,773 - 60,773
--------- ----------- -------------- --------------- -------------- ------------
Balance at 31 December
2012 223,687 12,210,140 128,070 765,383 (6,370,546) 6,956,734
--------- ----------- -------------- --------------- -------------- ------------
The other reserve first arose on the acquisition of Cyprotex Discovery Limited by the Company in January 2002, which was accounted for as a merger. Additions in the prior year of GBP164,496 relate to the equity component of Convertible Loan Notes issued in the year ended 31 December 2013 (see note12).
Consolidated statement of cash flows
year to 31 December 2014
Note 2014 2013 2012
Cash flows from operating GBP GBP GBP
activities
(Loss)/profit after taxation (4,171,426) (796,948) 202,502
Adjustments for:
Depreciation of property,
plant and equipment 1,039,084 646,983 453,777
Amortisation of intangible
assets 140,352 153,742 152,114
Impairment of intangibles 3,040,047 135,801 -
Share based payments charge 139,623 - 60,773
Gain on disposals of property,
plant and equipment (1,669) (10,997) (24,226)
Finance income (266,904) (12,107) (7,218)
Finance cost 469,261 1,782,299 84,072
Taxation recognised in
the income statement 219,783 (360,098) 46,713
Increase in trade and other
receivables (805,184) (508,891) (256,361)
Increase in inventories (209,370) (58,457) (20,414)
(Decrease)/increase in
trade and other payables (859,361) 629,369 17,910
Movement on provisions (49,764) (60,990) (102,532)
Cash (used in)/generated
from operations (1,315,528) 1,539,706 607,110
Taxation paid (6,387) (6,527) (4,246)
Net cash (used in)/generated
from operating activities (1,321,915) 1,533,179 602,864
------------ ------------ ----------
Cash flows from investing
activities
Purchase of property, plant
and equipment 10 (1,486,913) (1,169,165) (291,090)
Expenditure on intangibles 11 (191,107) - (93,034)
Proceeds from disposal
of property, plant and
equipment 2,543 11,000 39,500
Acquisition of business 15 (837,107) - -
Interest received 24,585 12,107 7,218
------------ ------------ ----------
Net cash used in investing
activities (2,487,999) (1,146,058) (337,406)
------------ ------------ ----------
Cash flows from financing
activities
Interest paid (37,020) (86,580) (84,072)
Proceeds from issue of - 8,256 -
share capital
Proceeds from loan notes 12 - 7,000,000 -
Loan note issue costs 12 - (122,000) -
Repayment of long-term
borrowings - (610,853) (70,647)
Payment of finance lease
liabilities (317,200) (288,705) (178,282)
Payment of contingent consideration (8,903) (50,259) (44,156)
Payment of short term borrowings - - (150,000)
------------ ------------ ----------
Net cash (used in)/generated
from financing activities (363,123) 5,849,859 (527,157)
------------ ------------ ----------
Net (decrease)/increase
in cash and cash equivalents (4,173,037) 6,236,980 (261,699)
Exchange differences on
cash and cash equivalents 3,458 (911) (7,442)
Cash and cash equivalents
at beginning of year 7,094,608 858,539 1,127,680
------------ ------------ ----------
Cash and cash equivalents
at end of year 2,925,029 7,094,608 858,539
------------ ------------ ----------
Notes to the final results
year to 31 December 2014
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 and PK (Absorption, Distribution, Metabolism, Excretion, Toxicity and Pharmacokinetics) information to a number of different industries including the Pharmaceutical, Biotechnology, Cosmetic, Personal Care, Agrochemical, Chemical Industries and Academia.
Cyprotex's vision is to accurately predict the human clinical outcome following exposure to a chemical or drug using high quality, robust in vitro methods combined with in silico technology. Rather than being a pure data provider, we add value and relevance to the ADME-Tox data supplied to our customers in the Pharmaceutical, Cosmetics, Personal Care, Chemical Industries and Academia.
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 and 313 Pleasant Street, Watertown, Massachusetts MA 02472 USA and 4717 Campus Drive, Kalamazoo, Michigan MI49008 USA. It trades through its wholly owned subsidiaries: Cyprotex Discovery Limited based in Macclesfield in the UK and Cyprotex US, LLC in Watertown and Kalamazoo in the USA. Cyprotex PLC's shares are listed on the Alternative Investment Market of the London Stock Exchange.
The consolidated financial information set out in this announcement is presented in Pounds Sterling (GBP), which is also the functional currency of the parent. The consolidated financial information has been approved for issue by the Board of Directors on 15 April 2015.
The information in this preliminary announcement does not constitute statutory accounts within the meaning of sections 434 to 436 of the Companies Act 2006 and no statutory accounts have yet been filed with the Registrar of Companies for the year ended 31 December 2014. Statutory accounts for the year ended 31 December 2013 have been filed with the Registrar of Companies. The auditors report on these accounts was unqualified and did not contain an emphasis of matter, nor did it contain a statement under section 498 of the Companies Act 2006. The statutory accounts for the year ended 31 December 2014 will be delivered to the registrar of Companies following the Company's Annual General Meeting.
The Group's statutory financial statements for the year ended 31 December 2013 and 31 December 2012, prepared under International Financial Reporting Standards (IFRS) have been filed with the Registrar of Companies.
Whilst the financial information included in this final results announcement has been computed in accordance with IFRS, this announcement in itself does not contain sufficient information to comply with IFRS.
2. Basis of preparation
The consolidated final results are for the year ended 31 December 2014. They have been prepared in accordance with the requirements of International Financial Reporting Standards (IFRS) as adopted by the European Union (EU), including International Accounting Standards (IAS) and interpretations issued by the International Financial Reporting Interpretation Committee (IFRIC) and applied in accordance with the Companies Act 2006. Practice is continuing to evolve on the application and interpretation of IFRS. Further standards may be issued by the International Accounting Standards Board (IASB) and standards currently in issue and endorsed by the EU may be subject to interpretations issued by IFRIC.
The consolidated final results have been prepared in accordance with the accounting policies set out in the Group's statutory financial statements for the year ended 31 December 2014.
The accounting policies have been applied consistently throughout the Group for the purposes of preparation of this consolidated financial information.
3. Going concern
The Group recorded a loss after taxation of GBP4,171,426 in the year ended 31 December 2014; this included an impairment charge to goodwill relating to the Group's US operations of GBP3,040,047 and an exceptional finance income of GBP242,319 based upon a revaluation of the embedded derivative associated with the Loan Notes issued by the Company in the previous financial year. The market value of the Company's Loan Notes is based upon the share price performance of the Company and only crystallises at the maturity date of 30 September 2018 or earlier on a change of control or scheme of arrangement. Cash outflows from operations in the year ended 31 December 2014 were at GBP1.32 million; however substantial unforeseen delays in novating an EPA contract had adversely impacted this figure by GBP0.9 million. The novation has now been completed which will reverse this impact. Cash and Deposits at 31 December 2014 are GBP2.9 million. The Directors have reviewed the budget, financial forecasts including cash flow forecasts and other relevant information. The general economic environment in its main European and US markets could adversely affect demand for the Group's services and there is the possibility that the Group's actual trading performance during the coming year may be different from management's expectation. Having considered all relevant factors, the Directors believe that the Group has adequate resources to continue in operation for the foreseeable future. Accordingly, they continue to adopt the going concern basis in
preparing the annual financial statements.
4. Revenue and Segmental information
Revenue represents the amounts derived from the provision of goods and services which fall within the Group's ordinary activities and is stated net of value added tax and trade discounts.
The Group has a single operating and reportable segment, that of providing in vitro and in silico ADMET and PK (Absorption, Distribution, Metabolism, Excretion, Toxicity and Pharmacokinetics) 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 year are derived from the Group's single operating and reportable segment. This segment 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.
2014 2013 2012
GBP GBP GBP
United Kingdom 1,887,601 1,788,722 1,896,918
Rest of Europe 3,261,360 3,836,119 2,819,774
North America 6,201,518 3,976,532 3,321,816
Rest of the World 220,240 166,654 288,766
----------- ---------- ----------
11,570,719 9,768,027 8,327,274
----------- ---------- ----------
5. Finance income and finance cost
Finance income comprises the following:
2014 2013 2012
GBP GBP GBP
Income from deposits 24,585 12,107 7,218
Movement in Loan Note derivative 242,319 - -
value (note12)
-------- ------- ------
266,904 12,107 7,218
-------- ------- ------
Finance cost comprises the following:
2014 2013 2012
GBP GBP GBP
Interest element of finance
leases and hire purchase
contracts 32,778 53,473 36,626
Bank loans - 14,763 18,501
Loans from directors - - 1,533
Interest component of contingent
consideration 4,242 18,344 23,924
PIK loan interest (note12) 432,241 103,400 -
Movement in Loan Note derivative - 1,592,319 -
value (note12)
Other interest and other
loan interest - - 3,488
-------- ---------- -------
469,261 1,782,299 84,072
-------- ---------- -------
Net finance cost 202,357 1,770,192 76,854
-------- ---------- -------
6. (Loss)/earnings per share
The calculation of the basic (loss)/earnings per share is based on the (loss)/earnings attributable to ordinary shareholders divided by the weighted average number of ordinary 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 ordinary 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 to the extent that the result is not anti-dilutive.
Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below.
2014 2013 2012
(rebased-(a)) (rebased-(a))
Continuing operations
(Loss)/profit after tax
and attributable to ordinary
shareholders (GBP) (4,171,426) (796,948) 202,502
------------ --------------- ---------------
Weighted average number
of ordinary shares in issue
(number used for basic (loss)/earnings
per share) 22,436,258 22,412,774 22,368,749
------------ --------------- ---------------
Dilutive effect of options
(number) - - 75,796
Weighted average number
of ordinary shares in issue
(number used for diluted
earnings per share) 22,436,258 22,412,774 22,444,545
------------ --------------- ---------------
Basic (loss)/earnings per
share (pence) (18.59)p (3.56)p 0.91p
------------ --------------- ---------------
Diluted (loss)/earnings
per share (pence) (18.59)p (3.56)p 0.90p
------------ --------------- ---------------
(a) On 24 July 2014, following approval by shareholders at a General Meeting the Company proceeded to effect a ten for one share consolidation. The effect of this share consolidation was to reduce the number of shares in issue by 90% from 224,340,569 to 22,434,056. Accordingly historic reported (loss)/earnings per share are rebased by multiplying by a factor of ten. Under the Share Consolidation every ten existing ordinary shares with nominal value GBP0.001 was consolidated into one new ordinary share with nominal value GBP0.01. The rights attaching to the New Ordinary Shares are identical in all respects to those of the Existing Ordinary Shares. Application was made for 22,434,056 New Ordinary Shares of GBP0.01 each to be admitted to trading on AIM with dealing commencing on 28 July 2014, with any fractional entitlements aggregated and sold in the market and the proceeds given to charity. Following the ten for one share consolidation the conversion or notional conversion price for Loan Notes issued by the Company, and the target and exercise price of any share option awards are all adjusted upwards by a factor of ten.
7. Share issues
The Company has only one class of shares. During the year to 31 December 2014, 8,643 ordinary shares were issued on conversion of Convertible Loan Notes on 30 September 2014. In the previous year 653,084 ordinary shares were issued on exercise of employee share options. Shares issued may be summarised as follows:
Number GBP
Year to 31 December 2014
At 1 January 2014 224,340,569 224,341
Rebased following ten for (201,906,513) -
one consolidation (note
6)
-------------- --------
At 1 January 2014 rebased 22,434,056 224,341
Issues of shares - conversion
of Loan Notes 8,643 86
-------------- --------
At 31 December 2014 22,442,699 224,427
-------------- --------
Year to 31 December 2013
At 1 January 2013 223,687,485 223,687
Issues of shares - employee
options 653,084 654
-------------- --------
At 31 December 2013 224,340,569 224,341
-------------- --------
Year to 31 December 2012
At 1 January 2012 223,687,485 223,687
-------------- --------
At 31 December 2012 223,687,485 223,687
-------------- --------
8. Taxation
At 31 December 2014, the Group has tax losses and deductibles totalling approximately GBP7.8 million that are available for offset against future profits arising from the same trade.
9. Additions and disposals of property, plant and equipment
The following tables show the significant additions and disposals of property, plant and equipment.
Year to 31 December Long leasehold Office Computer Laboratory Total
2014 and buildings equipment equipment equipment
GBP GBP GBP GBP GBP
Carrying amount
At 1 January
2014 925,499 49,152 207,467 2,606,596 3,788,714
Additions - business
acquired
(note 15) - 348 11,108 122,644 134,100
Additions - other 4,100 2,469 100,106 1,380,238 1,486,913
Exchange - 9 4,677 42,936 47,622
Depreciation (21,954) (6,876) (107,160) (903,094) (1,039,084)
Disposals - (874) - - (874)
--------------- ----------- ----------- ----------- ------------
At 31 December
2014 907,645 44,228 216,198 3,249,320 4,417,391
--------------- ----------- ----------- ----------- ------------
Year to 31 December Long leasehold Office Computer Laboratory Total
2013 and buildings equipment equipment equipment
GBP GBP GBP GBP GBP
Carrying amount
At 1 January
2013 943,001 35,247 130,948 1,583,590 2,692,786
Additions 4,400 20,204 141,611 1,596,424 1,762,639
Exchange - - (2,409) (17,316) (19,725)
Depreciation (21,902) (6,299) (62,683) (556,099) (646,983)
Disposals - - - (3) (3)
--------------- ----------- ----------- ----------- ----------
At 31 December
2013 925,499 49,152 207,467 2,606,596 3,788,714
--------------- ----------- ----------- ----------- ----------
Year to 31 December Long leasehold Office Computer Laboratory Total
2012 and buildings equipment equipment equipment
GBP GBP GBP GBP GBP
Carrying amount
At 1 January
2012 949,813 14,790 151,673 986,688 2,102,964
Additions 14,865 25,168 37,837 1,001,218 1,079,088
Exchange - - (3,614) (16,601) (20,215)
Depreciation (21,677) (4,711) (54,948) (372,441) (453,777)
Disposals - - - (15,274) (15,274)
--------------- ----------- ----------- ----------- ----------
At 31 December
2012 943,001 35,247 130,948 1,583,590 2,692,786
--------------- ----------- ----------- ----------- ----------
10. Finance lease and hire purchase arrangements
The Group entered into no new finance lease or hire purchase agreements in the year ended 31 December 2014, (2013: two; 2012: four). The cost of this equipment and amount of funding received are as follows:
2014 2013 2012
GBP GBP GBP
Cost of equipment - 494,879 875,554
Funding received from lenders - (445,391) (787,998)
------ ---------- ----------
Unfunded element - 49,488 87,556
------ ---------- ----------
These additions to property, plant and equipment can be reconciled to the amounts disclosed in the statement of cash flows and the statement of financial position as follows:
2014 2013 2012
GBP GBP GBP
Unfunded element (above) - 49,488 87,556
Other fixed additions to
property, plant and equipment
sourced from own funds 1,486,913 1,119,677 203,534
---------- ---------- ----------
Purchase of property, plant
and equipment as per the
statement of cash flows 1,486,913 1,169,165 291,090
Funding received from lenders
(above) - 445,391 787,998
Movement in unpaid additions - 148,083 -
at period end
---------- ---------- ----------
Total additions to property,
plant and equipment (note
9) 1,486,913 1,762,639 1,079,088
---------- ---------- ----------
11. Intangible assets
The following tables show the significant movements in intangible fixed assets.
Goodwill Trade Customer Technology Technology Total
names relationships & know-how & know-how
(internally
generated)
Cost or valuation GBP GBP GBP GBP GBP GBP
At 1 January
2014 2,499,807 183,537 310,366 459,146 259,017 3,711,873
Additions 410,481 - - - 191,107 601,588
Exchange 129,759 8,183 13,838 20,472 11,549 183,801
---------- -------- --------------- ------------ ------------- ----------
At 31 December
2014 3,040,047 191,720 324,204 479,618 461,673 4,497,262
---------- -------- --------------- ------------ ------------- ----------
Depreciation
and impairment
At 1 January
2014 - 183,537 212,083 156,876 61,515 614,011
Amortisation
during the year - - 61,697 45,636 33,019 140,352
Impairment 3,040,047 - - - - 3,040,047
Exchange - 8,183 12,600 9,320 4,263 34,366
---------- -------- --------------- ------------ ------------- ----------
At 31 December
2014 3,040,047 191,720 286,380 211,832 98,797 3,828,776
---------- -------- --------------- ------------ ------------- ----------
Net book value
---------- -------- --------------- ------------ ------------- ----------
At 31 December
2014 - - 37,824 267,786 362,876 668,486
---------- -------- --------------- ------------ ------------- ----------
Additions to Goodwill in the year ended 31 December 2014 relate to the acquisition of trade and certain assets of Ceetox, Inc. (note 15).
Additions to Technology & Know-How (internally generated) in the year ended 31 December 2014 relate to development work carried out on Transporter services.
Goodwill is subject to a yearly impairment test. Goodwill and other intangible assets relate to the acquisition of Cyprotex US, LLC (formerly known as Apredica, LLC) in August 2010 supplemented by the acquisition of certain trade and assets on Ceetox, Inc on 1 January 2014, by Cyprotex US, LLC. Cyprotex US, LLC is defined as the cash-generating unit for impairment testing purposes.
The Group performed its annual impairment test as at 31 December 2014. As a listed entity on the AIM market of the London Stock Exchange, at the highest level, the Group considers the relationship between its market capitalisation and book value.
Where Goodwill has been separately identified to a particular set of assets and liabilities, as in the case with Cyprotex US, LLC, a value-in-use calculation has been determined using detailed cash flow projections based upon those forecast to be generated by the Cyprotex US, LLC unit over the next five years. Beyond five years, a terminal growth rate is used with reference to previous growth achieved in the ADME-Tox market by the Group taking into consideration the forecast growth in the market or markets in which Cyprotex US, LLC currently operates. The results of this year's value-in-use calculation performed by the Board indicate a shortfall equivalent to the carrying value of goodwill and a provision for impairment of GBP3,040,047 has been recognised.
All amortisation and impairment costs are included in administration costs.
Goodwill Trade Customer Technology Technology Total
names relationships & know-how & know-how
(internally
generated)
GBP GBP GBP GBP GBP GBP
Cost or valuation
At 1 January
2013 2,515,144 184,663 312,270 461,963 260,606 3,734,646
Exchange (15,337) (1,126) (1,904) (2,817) (1,589) (22,773)
---------- -------- --------------- ------------ ------------- ----------
At 31 December
2013 2,499,807 183,537 310,366 459,146 259,017 3,711,873
---------- -------- --------------- ------------ ------------- ----------
Depreciation
and impairment
At 1 January
2013 - 44,627 150,930 111,642 31,694 338,893
Amortisation
during the year - 9,586 64,841 47,962 31,353 153,742
Impairment - 135,801 - - - 135,801
Exchange - (6,477) (3,688) (2,728) (1,532) (14,425)
---------- -------- --------------- ------------ ------------- ----------
At 31 December
2013 - 183,537 212,083 156,876 61,515 614,011
---------- -------- --------------- ------------ ------------- ----------
Net book value
---------- -------- --------------- ------------ ------------- ----------
At 31 December
2013 2,499,807 - 98,283 302,270 197,502 3,097,862
---------- -------- --------------- ------------ ------------- ----------
During the previous year the Board decided to rebrand its US operations. The Apredica trade name which was acquired in August 2010 was superseded and the US now trades as Cyprotex, US. Accordingly the carrying amount associated with the Apredica trade name was subject to full impairment in the year to 31 December 2013 and the remaining balance of GBP135,801 was written off.
Goodwill Trade Customer Technology Technology Total
names relationships & know-how & know-how
(internally
generated)
GBP GBP GBP GBP GBP GBP
Cost or valuation
At 1 January
2012 2,628,003 192,949 326,282 482,692 178,073 3,807,999
Additions - - - - 93,034 93,034
Exchange (112,859) (8,286) (14,012) (20,729) (10,501) (166,387)
---------- -------- --------------- ------------ ------------- ----------
At 31 December
2012 2,515,144 184,663 312,270 461,963 260,606 3,734,646
---------- -------- --------------- ------------ ------------- ----------
Depreciation
and impairment
At 1 January
2012 - 27,335 92,446 68,382 11,872 200,035
Amortisation
during the year - 19,051 64,430 47,658 20,975 152,114
Exchange - (1,759) (5,946) (4,398) (1,153) (13,256)
---------- -------- --------------- ------------ ------------- ----------
At 31 December
2012 - 44,627 150,930 111,642 31,694 338,893
---------- -------- --------------- ------------ ------------- ----------
Net book value
---------- -------- --------------- ------------ ------------- ----------
At 31 December
2012 2,515,144 140,036 161,340 350,321 228,912 3,395,753
---------- -------- --------------- ------------ ------------- ----------
Additions in the year ended 31 December 2012 to Technology & Know-How (internally generated) related to development work carried out on CellCiphr(R) technologies.
12. Other borrowings
In the previous year, 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 GBP3 million of unsecured Redeemable Loan Notes ("Redeemables") and GBP4 million of unsecured Convertible Loan Notes ("Convertibles") in September 2013. By way of an Open Offer the Company issued GBP4 million nominal value of Convertible Loan Notes at par. Additionally it also, by way of subscription, issued GBP3 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. Under the Open Offer, Convertible Loan Notes were offered and issued such that each shareholder would be entitled to 0.01783003 of nominal value GBP1.00 Convertible Loan Notes. Convertible Loan notes are convertible at 6 pence per ordinary 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 GBP122,000. Net proceeds from the issue of Loan Notes amounted to GBP6,878,000.
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 conversation 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 the 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.
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 at fair value at the issue date.
This resulted in recognition of GBP164,496 (net of associated issue costs) as an equity component and the initial recognition of the liability 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 at fair value at the issue date and a gain of GBP122,734 was deferred in respect of differences in market and coupon rates at 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 a finance cost/income in the income statement.
For the year ended 31 December 2014, re-measurement of the embedded derivatives resulted in additional income for both the Redeemable and Convertible Loan Notes totalling GBP242,319 (2013: (GBP1,592,319) charge).
The carrying values attributed to the Loan Notes and associated PIK notes at 31 December 2014 are as follows:
2014 2013 2012
GBP GBP GBP
Loan Notes - Convertible 4,066,762 3,823,195 -
Loan Notes - Redeemable 3,177,197 2,973,599 -
Embedded derivatives 1,350,000 1,592,319 -
8,593,959 8,389,113 -
---------- ---------- -----
A summary of the components of the finance costs/(income) associated with the Redeemable and Convertible Loan Notes is as follows:
2014 2013 2012
GBP GBP GBP
PIK note interest measured
at fair value 432,241 103,400 -
Loan note movement in valuation
of embedded derivatives (242,319) 1,592,319 -
---------- ---------- -----
Net charge/(income) 189,922 1,695,719 -
---------- ---------- -----
The number of Redeemable Loan Notes in issue at 31 December is as follows:
2014 2013 2012
number number number
Initial Loan Notes on issue 3,000,000 3,000,000 -
PIK Notes issued on first 160,684 - -
anniversary
---------- ---------- -------
Redeemable Loan Notes in
issue 3,160,684 3,000,000 -
---------- ---------- -------
The number of Convertible Loan Notes in issue at 31 December is as follows:
2014 2013 2012
number number number
Initial Loan Notes on issue 4,000,000 4,000,000 -
PIK Notes issued on first 199,950 - -
anniversary
Converted into ordinary (5,186) - -
shares of the Company
---------- ---------- -------
Convertible Loan Notes in
issue 4,194,764 4,000,000 -
---------- ---------- -------
In the case of the embedded derivatives in calculating their values, principal assumptions used were a share price volatility of 38% (2013: 38%), a credit spread of 20% (2013: 20%) and a risk-free rate of 1.1% (2013: 2.0%).
13. The Annual Report
The 2014 Annual Report and Accounts of the Group will be available to shareholders on 21 May 2015. Copies will be available on request from the Company Secretary, Cyprotex PLC, 15 Beech Lane, Macclesfield, Cheshire, SK10 2DR.
14. Annual General Meeting
The Annual General Meeting of the Company is scheduled to be held at 10:00am on Thursday 25 June 2015 at the offices of N+1 Singer Advisory LLP, One Bartholomew Lane, London EC2N 2AX.
15. Purchase of the trade and certain assets of CeeTox, Inc
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 purchase price was GBP0.84 million. Under the APA the group acquired fixed assets and working capital balances and the balance of the purchase price and any additional consideration in excess of the fair value of assets acquired is allocated to goodwill. There is potentially further consideration payable to NAMSA at a rate of 5% of net sales until 31 December 2016 if sales of certain identified assays exceed the level achieved in the year to 30 September 2013 in subsequent 12 month periods post acquisition to a maximum of GBP3.1 million. In the year to 30 September 2013, CeeTox recorded total revenues of GBP2 million and reported an operating loss of GBP1 million.
In the year ended 31 December 2014, our Kalamazoo operations reported sales of GBP1.1 million and an operating loss of GBP0.6 million. This acquisition enabled the Group to widen its customer base into the Cosmetic, Personal Care and Household Chemicals market where we believe ADME-Tox screening requirements are growing and where we were underrepresented in the market. The base in Kalamazoo, MI, USA added to our geographical base in the US, the largest market for our services. Additionally the Kalamazoo facility can operate many of its assays to GLP (Good Laboratory Practice) an important consideration for screening data required for regulatory approval.
Book value Adjustments Fair value
CeeTox
GBP GBP GBP
Property, plant and equipment 134,100 - 134,100
Inventory 35,564 52,439 88,003
Trade receivables and other
debtors 536,686 - 536,686
Trade payables and other
creditors (295,563) - (295,563)
----------- ------------ -----------
Fair value of net assets
acquired 410,787 52,439 463,226
Goodwill 410,481
-----------
Fair value of consideration
transferred 873,707
Contingent consideration
payable (36,600)
-----------
Cash flow on acquisition 837,107
-----------
External acquisition related costs of GBP32,900 have been expensed.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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