24 Nov 2015 07:00
Abzena plc
Half year results: Delivery, acquisition and growth
Cambridge, UK, 24 November 2015 - Abzena plc (AIM:ABZA, 'Abzena' or the 'Group'), a life sciences group providing services and technologies enabling the development and manufacture of biopharmaceutical products, publishes its half year results for the six months to 30 September 2015.
Operational Highlights
· 10 partner programs with 'Abzena inside' technology now in clinical development
o Gilead's GS-5745 progressed into Phase III (gastric cancer) with ongoing trials also in ulcerative colitis (Phase II/III) and Crohn's Disease (Phase II)
o Post period end, developer of 'Abzena inside' product SDP051, Adheron Therapeutics acquired by Roche for up to $580m - SDP051 will now move into Phase II
· Service business revenues up 47% on H1 2015, primarily through strong organic growth as partners increasingly engage across the full spectrum of Abzena's biopharmaceutical development offering
· Antibody Drug Conjugate (ADC) technology achieving significant traction as plans are developed for progression of ThioBridge™ ADCs towards clinical development by Abzena's partners
· Acquisition of PacificGMP for $7.0 million (£4.5 million) in September 2015
o Expands offering to include GMP ('Good Manufacturing Practice') manufacturing of biopharmaceuticals for clinical trial
o Provides USA operating footprint within major West coast biotech hub
· Announced today, Placing to raise £20 million (net of costs) and agreed acquisition of The Chemical Research Solution LLC (TCRS) for $15m (£10m) - see separate releases for further information
Financial Highlights
· Group revenue up 43% to £3.5 million (H1 2015: £2.4 million)
· Gross profit up 31% to £1.6 million (H1 2015: £1.2 million)
· Reported loss of £3.5 million (H1 2015: £2.7 million) reflecting increased investment in the business
· Cash and cash equivalents at 30 September 2015 of £7.4 million (31 March 2015: £15.8 million) following acquisition of PacificGMP
Dr John Burt, CEO of Abzena commented:
"The business has grown significantly in the period, both organically and via acquisition. We anticipate further growth with the recent acquisition of PacificGMP which adds manufacturing to our offering, enabling us to support our customers from lead identification through to clinical trials."
"The increasing number of 'Abzena inside' products in clinical development represents significant value to the Group in the form of potential milestones and/or royalty payments. In addition, as seen by the acquisition of Adheron Therapeutics by Roche, the attractiveness of these products to big pharma for their own pipelines is further evidence of their value."
"Since IPO we have actively demonstrated our ability to acquire, integrate and grow our business in line with our strategy to expand our range of technologies and services to attract more customers and partners. We start the second half of the period with good current trading and the planned acquisition of TCRS that will extend our offering in the ADC field."
Enquiries:
Abzena plc John Burt, Chief Executive Officer Julian Smith, Chief Financial Officer
| +44 1223 903498
|
Cenkos Securities (Nominated Adviser and Broker) Christopher Golden / Ivonne Cantu
| +44 20 7397 8900
|
N+1 Singer (Joint Broker) Aubrey Powell / Liz Yong
| +44 20 7496 3000 |
Instinctif Partners Melanie-Toyne Sewell / Rozi Morris
| +44 20 7457 2020 abzena@instinctif.com |
About Abzena
Abzena provides proprietary technologies and complementary services in the UK and USA to enable the development and manufacture of biopharmaceutical products. The development of biopharmaceuticals is a growing area and requires specialist technology and expertise..
The Group comprises Antitope, PacificGMP and PolyTherics, which between them have built a global customer base including the majority of the top 20 biopharmaceutical companies as well as large and small biotech companies and academic groups.
Antitope provides immunogenicity assessment, protein engineering to create humanized antibodies and deimmunised therapeutic proteins, and cell line development for manufacture.
PacificGMP provides contract process development and manufacture of biopharmaceuticals, including monoclonal antibodies, recombinant proteins, vaccines, and gene therapy and cell therapy products, for preclinical and clinical studies.
PolyTherics specializes in proprietary site-specific conjugation technologies for antibody drug conjugate development and solutions for optimizing the therapeutic properties of biopharmaceuticals.
Abzena (AIM: ABZA) has its main operations in Cambridge, UK and in San Diego, CA, USA. For more information, please see www.abzena.com.
Note: The term "Abzena inside" is applied to cover products that have been created using or incorporate Abzena's proprietary technologies, and include Composite Human Antibodies™ and ThioBridge™ antibody drug conjugates. These products are being developed by Abzena's partners and Abzena has the potential to earn future licence fees, milestone payments and/or royalties.
Chairman's and Chief Executive Officer's Report
Overview
Biopharmaceutical innovation is thriving as the mechanisms of disease become better understood. Current key areas include immuno-oncology, harnessing the patient's own immune system, and antibody drug conjugates (ADCs) which bind specifically to tumours and kill them with their payload of cancer drugs. Both these fields of biopharmaceutical innovation are protein-based and need specialist technology and expertise to develop and advance new products into the clinic for the benefit of partners and patients.
World-wide sales of biopharmaceuticals are currently around $163bn and growing at a CAGR of about 8% and of the top ten drugs by global revenue, seven are biopharmaceuticals. The focus of many large pharma companies is shifting from small molecule drugs to biopharmaceuticals reflecting the more valuable market opportunities addressable by biopharmaceutical products. The development of biopharmaceuticals requires specialist technology and expertise which many R&D organisations do not have access to and so rely on partnerships with companies such as Abzena for the early development and manufacture of their products. The outsourced early development services and contract manufacturing markets for biopharmaceuticals as a whole are more than $5bn and growing.
Abzena's strategy is to exploit this growing outsourcing market in biopharmaceutical development and to become the partner of choice for technologies and complementary services to enable the development and manufacture of these complex protein-based drugs. To date, the Group has an impressive roster of clients amongst the leading pharma and biotech companies, including partners engaged in the development of truly innovative medicines across a broad range of therapeutic areas. In order to achieve its aims, Abzena is developing and expanding its offering to the biopharmaceutical R&D community, and driving the growth of the number of 'Abzena inside' products in its portfolio.
During the period, the Group generated H1 revenues of £3.5 million (H1 2015: £2.4 million). Operational costs, excluding exceptional items associated with the acquisition of PacificGMP were £5.2 million (H1 2015: £4.4 million. Half year losses were £3.5 million (H1 2015: £2.7 million). Cash at 30 September 2015 was £7.4m which decreased from £15.8m at the end of March, due to investment in the growth of the Group's service business, continuing R&D investment and as a result of the acquisition of PacificGMP.
The service business, which comprises immunogenicity assessment, protein engineering, manufacturing cell line development and bioconjugation, and, with the acquisition of PacificGMP in mid-September, manufacturing of proteins and antibodies for preclinical studies and clinical trials, grew by 47% in the period compared to the previous year. This represents a growth rate of 39% on a like-for-like basis, excluding the contribution from PacificGMP, and is largely as a result of immunology service revenue increasing by 63% and cell line development revenues being 56% higher than the comparable period last year.
The portfolio of partner products with 'Abzena inside ' in clinical development expanded to ten during the period, from five at the time of IPO in July 2014. The portfolio has demonstrated good clinical progress with four products now in later stage clinical trials, and three of these products being pursued in multiple indications. The acquisition of one of the Group's 'Abzena inside' product partners, Adheron Therapeutics, by Roche, indicates that the prospect of future licence cashflows for Abzena from its technology licences continues to grow and supports the Director's belief in the significant value of the Group's technology licence portfolio.
In September, the Group expanded its manufacturing capability and international reach with the acquisition of PacificGMP for $7.0 million (£4.5 million). The acquisition significantly expands Abzena's biopharmaceutical development capabilities into GMP manufacturing of products for clinical trials, extending its reach further along the development pathway. It also provides an operational footprint on the West coast of the USA.
Post period end and announced today, Abzena has proposed the acquisition of TCRS for $15 million (£10 million; see separate announcement). This acquisition complements both the PacficGMP manufacturing offering and Abzena's ThioBridge™ ADC technology, as TCRS is primarily focused on producing ADCs. It will broaden Abzena's service capability and, with further investment from Abzena, will add GMP manufacture of ADCs to the Group's service offering, as well as providing a key location on the East coast of the USA.
With the progress reported during the period, combined with the acquisition of TCRS and Placing announced today, Abzena continues to deliver on the promises made at IPO. Current trading is in line with management expectations and Abzena is in an even stronger position to capitalise on the need for outsourced expertise and technology for the successful development and manufacture of biopharmaceutical drugs.
Financial review and current trading
Group revenues for the six months to 30 September 2015 increased 43% to £3.5 million (H1 2015: £2.4 million) providing a 31% increase in gross profit to £1.6 million (H1 2015: £1.2 million).
Research & development expenditure during the period increased to £1.9 million (H1 2015: £1.7 million) largely due to additional investment in the Thiobridge™ ADC technology. All R&D expenditure has been expensed during the period in which it was incurred.
The Group reports a loss of £3.5 million (H1 2015: £2.7 million) resulting from an operating loss for the period of £4.0 million (H1 2015: £3.0 million) and after reflecting the R&D tax credit repayable from HMRC of £0.4 million (H1 2015: £0.3 million). The increase in loss is due to acquisition costs, combined with anticipated overall cost increases as the Group establishes its management team and expands its operations in the UK and USA.
Cash and cash equivalents at 30 September 2015 were £7.4 million following the acquisition of PacificGMP in September.
Abzena acquired PacificGMP for a total cash outlay of $7.0 million (£4.5 million) and warrants over 564,762 Abzena shares with an aggregate value of $0.7 million (£0.5 million). The acquisition is expected to be immediately earnings enhancing, before amortization of acquired intangible assets. In the 12 months to July 2015, PacificGMP generated revenues in accordance with IFRS principles of $3.0 million (£1.9 million).
Post period end, the Group has announced the proposed acquisition of TCRS for $15 million (£10 million), comprising $8.8 million in cash, the assumption of $1.5 million of long term debt, the issue of 3,609,978 ordinary shares of Abzena plc and the creation of a restricted stock unit plan for TCRS senior management over 1,502,808 ordinary shares. To fund the acquisition and for further commercial purposes, Abzena is raising £20 million (net) in a Placing of up to 35,004,972 new shares and the sale of 7,412,359 secondary shares at a Placing price of 60 pence per share. Completion of the acquisition is subject to completion of the proposed Placing, also announced today. For full details, please see the separate announcement.
Operational Review
Abzena offers an integrated solution to pharma and biotech companies looking to develop biopharmaceutical products. These types of products are generally protein-based and much more complex to select, develop and manufacture compared to small molecules. Pharma and biotech companies are increasingly outsourcing development to specialist companies such as Abzena that combine scientific expertise and capability into an integrated offering.
The Group's offering includes complementary services which help R&D organisations select, develop and manufacture better biopharmaceutical drugs. The business has multiple inter-related value drivers:
§ Research Services & Technology Evaluation - enabling optimisation and selection of better product development candidates
§ Development Services - enabling progression into preclinical studies and clinical trials by manufacturing process development and production to GMP quality standards
§ Technology Licence Portfolio - option and licence agreements, providing a share of value from further development and commercialisation of 'Abzena inside' products by partners
The services businesses currently provide the majority of revenues, however, as the 'Abzena inside' products progress through development and into the clinic, there is significant upside potential in the form of future licence fees, milestone payments and/or royalties. There are also cross-selling opportunities, where Research Services and Technology Evaluation projects feed into new Development Services projects and/or the Technology Licence Portfolio of 'Abzena inside' products.
Services (Research & Technology Evaluation, Development)
The services business saw strong growth of 47% for the six months to 30 September 2015 with immunology-related services showing the largest increase. The increase in Abzena's service business has been driven by its international customer base taking advantage of its expanding offering, with a high level of repeat business.
There has also been increasing traction with Abzena's proprietary ADC linker technology, ThioBridge™, which links antibodies that target tumours to anti-cancer drugs, as plans are developed to advance ThioBridge™ ADCs towards clinical development. Further patent applications have been filed for the ThioBridge™ ADC technology as Abzena continues to invest in its research programme for novel cytotoxic payloads for use in ADC development.
On 11 September 2015, Abzena acquired PacificGMP, thereby expanding the Group's service offering to include GMP biomanufacturing and establishing an operating presence on the West coast of the USA. Since completing the acquisition, integration has progressed well and there has been interest from existing partners keen to access this GMP manufacturing capability. Being able to do this means that Abzena can continue to support its partners developing 'Abzena inside' products further along the biopharmaceutical development process.
Today, Abzena also announced the proposed acquisition of TCRS for $15 million (£10 million) (see separate announcement) which will, with further capital investment, provide a GMP ADC manufacturing capability to the Group. Abzena already offers the technology to link antibodies to anti-cancer, or other, drugs and GMP manufacture of the antibody. The acquisition of TCRS will add manufacturing of ADCs to GMP standard; an important offering to customers. A further benefit to Abzena is TCRS's location in a key life sciences hub on the East coast of the USA, which, along with PacificGMP, will enable the Group to access customers on both sides of the country.
Technology Licence Portfolio
The Group has seen good progress from partners pursuing 'Abzena inside' product programmes with several advances in the clinic to the next phase of trials. In the current portfolio, Abzena has more than 40 technology licence and option agreements, of which 10 Composite Human Antibodies™ created by Abzena are now in clinical development, up from 8 at the end of March 2015. Further product candidates are being progressed by Abzena's partners and the Directors expect two more products to enter the clinic shortly.
The most notable developments in the portfolio included Gilead's GS-5745, which moved from Phase I directly to Phase III in gastric cancer, to Phase II/III in ulcerative colitis and to Phase II in Crohn's disease, with a further Phase II study in rheumatoid arthritis expected to be initiated in Q2 2016. Through 2016, Abzena expects that Gilead will be announcing results from several clinical trials, including studies of simtuzumab in patients with liver fibrosis due to PSC (primary sclerosing cholangitis) and NASH (nonalcoholic steatohepatitis). The other 'Abzena inside' products which are most advanced in Phase II studies are Opsona Therapeutics' OPN-305 for delayed renal graft function and Vascular Pharmaceuticals' VPI-2690B for diabetic nephropathy. There are a further six products in Phase I and the Directors believe that a further five product candidates could enter clinical development over the next two years.
As significant capital is required for the full clinical development and registration of a novel biopharmaceutical product, the Directors are delighted that five of the portfolio of 10 clinical stage products are being pursued by major biopharmaceutical companies, including Gilead for GS-5745 and simtuzumab.
The acquisition post-period end of one of Abzena's partners, Adheron Therapeutics, which was developing an 'Abzena inside' product, SDP 051, by Roche, will enable the product to be progressed to Phase II clinical trials. The acquisition of Adheron Therapeutics for up to $580 million, of which $105 million was payable upfront, means that three companies focused on developing 'Abzena inside' products have been acquired in deals with total value in excess of $1.5 billion, of which more than $500 million has been paid upfront.
The Directors consider that these deals represent significant validation of the Group's technology platforms and, as they reduce the financing risk associated with ongoing development, increase the probability that the value within the portfolio of licence and option agreements will translate into significant future cash flow for the Group.
Senior management team
The acquisition of PacificGMP has brought in to the Abzena Group an experienced management team and skilled workforce with industry experience across process development, single-use technology for GMP manufacture and regulatory compliance. Gary Pierce, CEO and General Counsel of PacificGMP, has become President, PacificGMP and Leigh Pierce, PacificGMP's President and CSO, has become Chief Technology Officer (Biomanufacturing), both reporting directly to John Burt, CEO, Abzena plc.
Since the period end, Dr Campbell Bunce has also joined the Group as Senior Vice President of Scientific Operations. Previously General Manager of Immunology Products at Oxford Immunotec, Dr Bunce brings 18 years' experience in immunology R&D and project management.
Outlook
Abzena plans to become a self-sustaining business as the "partner of choice" for its customers in enabling the selection, development and manufacture of better biopharmaceuticals. Significant growth in service revenue is anticipated over the next five years driven by an international customer base taking advantage of Abzena's expanding range of offerings, with a high level of repeat business. R&D innovation in the Group's technology and services means that there are also further opportunities to add to the Group's licence portfolio.
In addition, as the portfolio of 'Abzena inside' products grows and progresses, the Group expects to start to see high value royalty revenues and milestones on multiple products. With more than 40 technology licences and licence options already in place and more added each year, Abzena offers its investors exposure to the potential high value from these products, some of which have the potential to become blockbuster products.
Strong progress has been made in the relatively short time that Abzena has been publicly quoted, with significant growth in service revenues, progression of the 'Abzena inside' technology licence portfolio and the expansion of the business with the acquisition of PacificGMP and proposed acquisition of TCRS. Therefore, the Directors look to the future with a high degree of confidence.
Consolidated Statement of Comprehensive Income
Unaudited | Unaudited | Audited | ||
6 months to | 6 months to | 12 months to | ||
30 September | 30 September | 31 March | ||
2015 | 2014 | 2015 | ||
Note | £'000 | £'000 | £'000 | |
Continuing operations | ||||
Revenue | 3 | 3,501 | 2,441 | 5,667 |
Cost of sales | (1,881) | (1,206) | (2,532) | |
------ | ------ | ------ | ||
Gross profit | 1,620 | 1,235 | 3,135 | |
Other operating income | 166 | 107 | 189 | |
Research and development costs | (1,857) | (1,717) | (2,989) | |
Administrative expenses - other | (3,393) | (2,635) | (5,634) | |
Administrative expenses - exceptional items | 4 | (500) | - | - |
------ | ------ | ------ | ||
Operating loss | (3,964) | (3,010) | (5,299) | |
Finance income | 29 | 44 | 88 | |
Finance expense | (5) | (4) | (9) | |
------ | ------ | ------ | ||
Loss before income tax | (3,940) | (2,970) | (5,220) | |
Income tax | 5 | 408 | 311 | 498 |
------ | ------ | ------ | ||
Loss and total comprehensive loss for the period | (3,532) | (2,659) | (4,722) | |
------ | ------ | ------ | ||
Basic and diluted losses per Ordinary Share | 6 | (4p) | (7)p | (7p) |
The accompanying notes are an integral part of these interim financial statements.
Consolidated Balance Sheet
Unaudited | Unaudited | Audited | ||
as at | as at | as at | ||
30 September | 30 September | 31 March | ||
2015 | 2014 | 2015 | ||
Note | £'000 | £'000 | £'000 | |
Assets | ||||
Non-Current Assets | ||||
Goodwill | 8,009 | 2,032 | 2,032 | |
Other intangible assets | 6,572 | 7,134 | 6,910 | |
Property, plant and equipment | 1,875 | 790 | 1,490 | |
------ | ------ | ------ | ||
Total Non-Current Assets | 16,456 | 9,956 | 10,432 | |
Current Assets | ||||
Inventories | 933 | 431 | 817 | |
Trade and other receivables | 4,070 | 2,303 | 3,161 | |
Current income tax assets | 1,104 | 903 | 1,147 | |
Cash and cash equivalents | 7,415 | 18,665 | 15,799 | |
------ | ------ | ------ | ||
Total Current Assets | 13,522 | 22,302 | 20,924 | |
------ | ------ | ------ | ||
Total Assets | 29,978 | 32,258 | 31,356 | |
------ | ------ | ------ | ||
Equity and Liabilities
Equity | ||||
Issued share capital | 195 | 195 | 195 | |
Share premium | 18,982 | 18,982 | 18,982 | |
Profit and loss account | 5,163 | 10,735 | 8,672 | |
------ | ------ | ------ | ||
Total Equity | 24,340 | 29,912 | 27,849 | |
------ | ------ | ------ | ||
Liabilities | ||||
Non-Current Liabilities | ||||
Deferred tax | 5 | 1,088 | 1,122 | 1,153 |
Current Liabilities | ||||
Trade and other payables | 3,976 | 1,218 | 2,354 | |
Provisions | 574 | 6 | - | |
------ | ------ | ------ | ||
Total Current Liabilities | 4,550 | 1,224 | 2,354 | |
Total Liabilities | 5,638 | 2,346 | 3,507 | |
------ | ------ | ------ | ||
Total Equity and Liabilities | 29,978 | 32,258 | 31,356 | |
------ | ------ | ------ |
The accompanying notes are an integral part of these interim financial statements.
The interim financial statements were approved by the Board of Directors on 23 November 2015 and were signed on its behalf by John Burt (Chief Executive Officer) and Julian Smith (Chief Financial Officer).
Consolidated Cash Flow Statement
Unaudited | Unaudited | Audited | ||
6 months to | 6 months to | 12 months to | ||
30 September | 30 September | 31 March | ||
2015 | 2014 | 2015 | ||
£'000 | £'000 | £'000 | ||
Cash flows from operating activities: | ||||
Loss before income tax | (3,940) | (2,970) | (5,220) | |
Depreciation of property, plant and equipment | 234 | 114 | 285 | |
Amortisation of intangible assets | 268 | 279 | 504 | |
(Decrease) / Increase in provisions | - | (112) | (118) | |
Net finance income | (24) | (40) | (79) | |
Working capital adjustments: | ||||
(Increase) in trade and other receivables | (308) | (140) | (898) | |
(Increase) in inventories | (116) | (136) | (522) | |
(Decrease) / increase in trade and other payables | (996) | 53 | 1,189 | |
------ | ------ | ------ | ||
Net working capital movements | (1,420) | (223) | (231) | |
------ | ------ | ------ | ||
Cash (used in) operations | (4,882) | (2,952) | (4,859) | |
Taxation (paid) / received | 484 | (7) | (133) | |
------ | ------ | ------ | ||
Net cash (used in) operating activities | (4,398) | (2,959) | (4,992) | |
Cash flows from investing activities: | ||||
Acquisitions (net of cash acquired) | (3,452) | - | - | |
Purchase of intangible assets | - | - | - | |
Purchase of property, plant and equipment | (558) | (210) | (1,082) | |
Interest received | 29 | 44 | 88 | |
------ | ------ | ------ | ||
Net cash used in investing activities | (3,981) | (166) | (994) | |
Cash flows from financing activities: | ||||
Cash proceeds from share issues | - | 20,627 | 20,627 | |
Issue costs | - | (1,590) | (1,590) | |
EBT purchase of shares | - | - | - | |
Interest paid | (5) | (4) | (9) | |
------ | ------ | ------ | ||
Net cash generated (used in ) / from financing activities | (5) | 19,033 | 19,028 | |
Net (decrease) / increase in cash and cash equivalents | (8,384) | 15,908 | 13,042 | |
------ | ------ | ------ | ||
Cash and cash equivalents at beginning of the period | 15,799 | 2,757 | 2,757 | |
Cash and cash equivalents at end of the period | 7,415 | 18,665 | 15,799 | |
----- | ------ | ------ |
The accompanying notes are an integral part of these interim financial statements.
Consolidated Statement of Changes in Equity
For the six month period to 30 September 2015
Unaudited | Unaudited | Unaudited | Unaudited | |
Issued Share Capital | Share Premium | Retained Earnings |
Total | |
£'000 | £'000 | £'000 | £'000 | |
Balance at 1 April 2015 | 195 | 18,982 | 8,672 | 27,849 |
Comprehensive income | ||||
Total comprehensive loss for the period | - | - | (3,532) | (3,532) |
Deferred Consideration | - | - | 23 | 23 |
------ | ------ | ------ | ------ | |
Balance at 30 September 2015 | 195 | 18,982 | 5,163 | 24,340 |
------ | ------ | ------ | ------ |
For the six month period to 30 September 2014
Unaudited | Unaudited | Unaudited | Unaudited | |
Issued Share Capital | Share Premium | Retained Earnings |
Total | |
£'000 | £'000 | £'000 | £'000 | |
Balance at 1 April 2014 | 13 | 22,416 | (8,895) | 13,534 |
Comprehensive income | ||||
Total comprehensive loss for the period | - | - | (2,659) | (2,659) |
Dividend capitalised | - | - | (127) | (127) |
Transactions with owners | ||||
Bonus share issued | 118 | - | - | 118 |
E Class share conversion | 3 | - | - | 3 |
Reduction in share premium(1) | - | (22,416) | 22,416 | - |
Share capital issued | 61 | 20,572 | - | 20,633 |
Issue costs | - | (1,590) | - | (1,590) |
------- | ------- | ------- | ------- | |
Balance at 30 September 2014 | 195 | 18,982 | 10,735 | 29,912 |
------- | ------- | ------- | ------- |
(1) In accordance with the statutory procedures set out in sections 641 to 644 of the Companies Act 2006, the Board of PolyTherics Limited, elected to reduce the share capital of that company, by cancelling the share premium account on 24 June 2014, ahead of the formation of Abzena plc.
The share issue costs reflect the costs directly and wholly attributable to the raising of equity finance through the process of the IPO.
For the year ended 31 March 2015
Audited | Audited | Audited | Audited | |
Issued Share Capital | Share Premium | Retained Earnings |
Total | |
£'000 | £'000 | £'000 | £'000 | |
Balance at 1 April 2014 | 13 | 22,416 | (8,895) | 13,534 |
Comprehensive income | ||||
Total comprehensive loss for the year | - | - | (4,722) | (4,722) |
Transactions with owners | ||||
Bonus share issue | 118 | - | (127) | (9) |
E Class share conversion | 3 | - | - | 3 |
Recaptilisation | - | (22,416) | 22,416 | - |
Share capital issued | 61 | 20,572 | - | 20,633 |
Issue costs | - | (1,590) | - | (1,590) |
------ | ------ | ------ | ------ | |
Balance at 31 March 2015 | 195 | 18,982 | 8,672 | 27,849 |
------ | ------ | ------ | ------ |
(1) In accordance with the statutory procedures set out in sections 641 to 644 of the Companies Act 2006, the Board of PolyTherics Limited, elected to reduce the share capital of that company, by cancelling the share premium account on 24 June 2014.
The accompanying notes are an integral part of these interim financial statements.
Notes to the interim financial information
1. Basis of preparation
These unaudited condensed consolidated interim financial statements have been prepared in accordance with the AIM Rules and European Union endorsed International Financial Reporting Standards. These comprise the consolidated statement of comprehensive income, the consolidated interim balance sheet, the consolidated cash flow statement, the consolidated statement of changes in equity and the related notes ("the condensed consolidated interim financial statements"). The Group has chosen not to adopt IAS 34, "Interim Financial Reporting", in the preparation of these condensed consolidated interim financial statements.
These condensed consolidated interim financial statements have been prepared on a going concern basis under the historical cost convention, as modified by the revaluation of certain financial assets at fair value, as required by IAS 39, "Financial instruments: Recognition and Measurement". The accounting policies adopted are consistent with those of the annual financial statements for the year ended 31 March 2015.
These condensed consolidated interim financial statements do not comprise statutory accounts within the meaning of Section 434 of the Companies Act 2006. Statutory accounts for Abzena plc for the year ended 31 March 2015 were approved by the Board of Directors on 5 June 2015 and have been delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under Section 498 of the Companies Act 2006.
These Group financial statements include the results for Abzena plc and its subsidiary companies Polytherics Limited, Antitope Limited, Warwick Effect Polymers and PacificGMP. The results of PacificGMP have been included from the date of acquisition
2. General information
Abzena plc is a public limited company incorporated and domiciled in England and Wales with registered number 08957107.
The Company's registered office is Babraham Research Campus, Babraham, Cambridge, CB22 3AT.
The principal activity of the Group is that of life science research and development and the provision of services and technology licensing to the biopharmaceutical industry.
3. Segmental reporting
The Directors are of the opinion that under IFRS 8 the Group has only one operating segment, being the commercialisation of intellectual property through short-term service contracts and long-term licensing income. The Board of Directors assess the performance of the operating segment using financial information which is measured and presented in a manner consistent with that in the financial information.
An analysis of the Group's Revenue is as follows:
Unaudited | Unaudited | Audited | |
6 months to | 6 months to | 12 months to | |
30 September | 30 September | 31 March | |
2015 | 2014 | 2015 | |
£'000 | £'000 | £'000 | |
Research Services & Technology Evaluation Revenues | |||
Immunology | 2,038 | 1,247 | 2,940 |
Protein Engineering | 690 | 629 | 1,218 |
Bioconjugation | 239 | 285 | 657 |
Development Services Revenues | |||
Cell Line Development | 271 | 174 | 594 |
Biomanufacturing | 191 | - | - |
------ | ------ | ------ | |
3,429 | 2,335 | 5,409 | |
Licence fees, milestone payments and royalties | 72 | 106 | 258 |
------ | ------ | ------ | |
Total Group Revenue | 3,501 | 2,441 | 5,667 |
------ | ------ | ------ |
4. Exceptional items
Unaudited | Unaudited | Audited | |
6 months to | 6 months to | 12 months to | |
30 September | 30 September | 31 March | |
2015 | 2014 | 2015 | |
£'000 | £'000 | £'000 | |
Exceptional items | 500 | - | - |
Exceptional items have been expensed to the Statement of Comprehensive Income, and relate to the acquisition of PacificGMP. These items are non-recurring in nature.
5. Taxation
Analysis of taxation (credit) in the period
The Group is entitled to claim tax credits in the United Kingdom for certain research and development expenditure. The amount included in the financial information represents the credit receivable by the Group for the period.
Analysis of taxation credit in the period:
Unaudited | Unaudited | Audited | |
6 months to | 6 months to | 12 months to | |
30 September | 30 September | 31 March | |
2015 | 2014 | 2015 | |
£'000 | £'000 | £'000 | |
United Kingdom corporation tax | (307) | (256) | (440) |
Adjustment in respect of prior period | (36) | - | (33) |
------ | ------ | ------ | |
Total Current Tax | (343) | (256) | (473) |
Deferred Tax | (65) | (55) | (25) |
------ | ------ | ------ | |
Total Tax in the Consolidated Statement of Comprehensive Income | (408) | (311) | (498) |
------ | ------ | ------ |
There is no current tax charge in the period as the Group has utilised losses brought forward and is entitled to a cash tax credit in the United Kingdom for certain research and development expenditure.
Deferred tax liability
Unaudited | Unaudited | Audited | |
6 months to | 6 months to | 12 months to | |
30 September | 30 September | 31 March | |
2015 | 2014 | 2015 | |
£'000 | £'000 | £'000 | |
Balance at 1 April | 1,153 | 1,183 | 1,183 |
Unwinding of deferred tax during the year | (33) | (61) | (95) |
Movement in fixed asset temporary differences | (32) | - | 68 |
Movement in short term temporary differences | - | - | (3) |
------ | ------ | ------ | |
Total deferred tax liability | 1,088 | 1,122 | 1,153 |
------ | ------ | ------ |
6. Losses per share
Basic losses per share is calculated by dividing the loss for the financial period by the weighted average number of Ordinary Shares in issue during the year. The losses and weighted average number of shares used in the calculations are set out below:
Unaudited | Unaudited | Audited | |
6 months to | 6 months to | 12 months to | |
30 September | 30 September | 31 March | |
2015 | 2014 | 2015 | |
Losses per Ordinary Share | |||
Loss for the financial year (£000) | (3,532) | (2,659) | (4,722) |
Weighted average number of Ordinary Shares (basic) (thousands) | 97,476 | 37,732 | 71,615 |
Losses per Ordinary Share basic (pence) | (4p) | (7)p | (7)p |
As net losses were recorded in the 6 months ended 30 September 2015, 30 September 2014 and the year ended 31 March 2015, the potentially dilutive share options are anti-dilutive for the purposes of the losses per share calculation and their effect is therefore not reflected.
7. Business Combinations
Acquisition of PacificGMP
On 11 September 2015, the Group completed the acquisition of PacificGMP, a contract development and manufacturing company based in San Diego, California, USAA. In addition to adding a significant line of service revenue and an operational base in the USA, the acquisition extends Abzena's offering to include GMP manufacturing capability, to provide products for use in customers' clinical trials, and to enable Abzena to continue its engagement with customers further along the biopharmaceutical research and development value chain.
Abzena acquired the entire issued share capital of PacificGMP and settled certain acquisition created non-trading liabilities at the date of completion. The consideration comprised elements of cash consideration and deferred equity based consideration based in the form of warrants granted to all shareholders and a restricted stock unit scheme vesting on the achievement of revenue based targets over the two years after acquisition.
The total cash outlay in respect of the acquisition was $7.0 million (£4.5 million), structured as $5.8 million (£3.7 million) consideration paid to the shareholders, gross of cash balances acquired and the sum of $1.2 million (£ 0.8 million) used to settle certain creditors structured as an intragroup loan. Warrants over 564,762 Abzena shares have been granted with an aggregrate value of $0.7million (£0.5 million). The strike price was based on the average price of Abzena shares over the 60 trading days prior to acquisition. The warrants represent 0.58% of the current issued share capital of Abzena and are exercisable for up to three years from issue at an exercise price of £0.80 per share.
The costs associated with the acquisition of £0.5 million have been charged as an exceptional item in the consolidated statement of comprehensive income for the period ended 30 September 2015.
Given the timing of the acquisition, no attempt has yet been made to analyse the constituents of the intangible assets acquired, which are anticipated to include: customer contracts and relations, trade name, and knowhow in these interim statements. The identification and valuation of those intangible assets to be recognised apart from goodwill pursuant to IAS38 and IFRS3 and the assessment of the respective remaining useful lives will be completed and reflected in the financial statements for the year ended 31 March 2016.
The revenue included in the consolidated statement of comprehensive income since 12th September 2015 contributed by PacificGMP was £0.2 million, gross margin of £0.1 million, administration and laboratory expenses of £0.1 million.
8. Post Balance Sheet Events
Fund raising and extraordinary general meeting
The Group announced on 24 November 2015 the proposed raising £20 million (net of costs) in a Placing of 35,004,972 new shares at a Placing price of 60 pence per share. It is anticipated that the fund raising will increase net cash balances by £20 million, ordinary share capital by £0.1 million and share premium by £19.9 million.
The funds will be used, in part, to finance the cash element of $8.8 million (£5.8 million) for the proposed acquisition of TCRS. As a result of the fund raising the company has convened a General Meeting to be held on 10 December 2015. Full details of the proposed fund raising are included in the Circular published by the Company on 24 November 2015.
Acquisition of TCRS