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Final Results

24 Apr 2018 07:00

RNS Number : 8891L
Circassia Pharmaceuticals Plc
24 April 2018
 

CIRCASSIA PHARMACEUTICALS PLC

PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2017

 

Strong NIOX® sales growth

Good progress in AstraZeneca US commercial partnership

Compelling clinical data for Tudorza® and Duaklir®

Commercial platform expansion in US and China

Refocused investment strategy to support commercial expansion

 

Oxford, UK - 24 April 2018: Circassia Pharmaceuticals plc ("Circassia" or "the Company") (LSE: CIR), a specialty pharmaceutical company focused on respiratory disease, today announces its preliminary results for the year ended 31 December 2017 and a post-period update.

 

Strong NIOX® progress

· Sales increased 18% (12% at CER1) to £27.3 million (2016 CER: £24.4 million)

· Direct clinical sales (non-research sales2) increased 26% (20% at CER) compared with 2016

· US clinical revenues grew 34% (27% at CER) vs 2016

· China clinical sales increased 44% (36% at CER) vs 2016

· New NICE guidelines issued in November highly supportive for FeNO testing in asthma diagnosis

· NIOX VERO® product evolution and digital app in development; targeting 2019 launch in Europe

 

AstraZeneca (AZ) US commercial partnership progressing well

· Transformational transaction for COPD products Tudorza® and Duaklir®3 completed April 2017

· Tudorza® profit share revenues £19.0 million from transaction completion to year end

· Tudorza® prescriptions stabilised; year ended 52% ahead of 2017 declining trend established prior to Circassia's full promotion

· Tudorza® ASCENT study met primary endpoints; compelling data to be filed for inclusion in label

· Duaklir® AMPLIFY phase III study met primary endpoints; AZ to submit NDA H1 2018

· AstraZeneca to increase equity stake in Circassia from 14.2% up to a maximum of 19.9%

 

Expanding commercial growth platform

· US sales force expanded to 200 with approximately 50-strong support team

· China commercial expansion; targeting NIOX® sales growth and platform for third-party products

 

Financial highlights

The following table includes key performance indicators (KPIs) representing the Group's underlying operations at the time of operation; these include allergy R&D costs and exclude a one-off R&D contribution to AZ and R&D impairments

2017 KPI*

2016 KPI*

2017 total

2016 total

Revenue

£46.3m

£23.1m

£46.3m

£23.1m

R&D expenditure

£20.9m4

£45.9m4

£97.4m

£17.8m

G&A expenditure

£11.0m5

£14.6m6

£10.9m

£14.9m

S&M expenditure

£49.6m5

£27.0m6

£49.6m

£27.2m

Group loss

£36.9m5

£35.9m6

£99.1m

£137.4m

Cash7 at period end

£59.5m at 31/12/17

£82.9m at 30/06/17

£59.5m

£117.4m

 

2018 investment strategy refocused

· Investment strategy increases focus on commercial expansion to drive revenue growth

· Strategic plan to out-license / partner respiratory direct substitute and novel formulation candidates

· R&D annualised expenditure to decrease by approximately £5 million

· G&A cost containment to deliver annualised savings of approximately £2 million

· S&M investment to increase approximately £7 million in 2018

 

Steve Harris, Circassia's Chief Executive, said: "2017 was a period of major transformation for Circassia, with the Company making good progress to becoming a commercially-focused specialty respiratory business. During the year our market-leading NIOX® asthma management products continued their strong growth, and in November we welcomed new NICE recommendations that are highly supportive for our products. We also established a major US collaboration with AstraZeneca for COPD products Tudorza® and Duaklir®, and markedly expanded our specialty sales infrastructure in the United States. The partnership is making good progress, and with Tudorza® US prescriptions well ahead of the trend prior to our involvement, we aim to increase uptake in the coming year. We also received compelling clinical data from large trials of both COPD products, and we look forward to filings seeking Duaklir® approval and an extension to Tudorza®'s label."

 

"With our revenues doubling in 2017 and our cost containment measures delivering tangible savings, we are driving our business towards self-sustainability. We intend to maintain this progress during 2018. We have refocused our investment strategy to support the ongoing expansion of our commercial platform, particularly in China, whilst reducing our R&D and corporate costs. During 2018, we will benefit from a full year's contribution from our enlarged US sales team and our collaboration with AstraZeneca, 'locking in' significant growth potential. With a strong commercial infrastructure, compelling portfolio and increasingly attractive platform for third-party products we look forward to the coming year with great optimism."

 

Analyst meeting and webcast

An analyst meeting will take place today at 9.30am at FTI Consulting, 200 Aldersgate, Aldersgate Street, London, EC1A 4HD. A webcast of the event will be posted in the Media section of the Company's website at www.circassia.com.

 

Enquiries

Circassia

Steve Harris, Chief Executive Officer

Tel: +44 (0) 1865 405 560

Julien Cotta, Chief Financial Officer

Rob Budge, Corporate Communications

JP Morgan Cazenove

James Mitford / James Deal

Tel: +44 (0) 20 7742 4000

Numis Securities

Clare Terlouw / James Black

Tel: +44 (0) 20 7260 1000

FTI Consulting

Simon Conway / Mo Noonan

Tel: +44 (0) 20 3727 1000

 

About Circassia

Circassia is a world-class specialty pharmaceutical business focused on respiratory disease. Circassia sells its novel, market-leading NIOX® asthma management products directly to specialists in the United States, United Kingdom and Germany, and in a wide range of other countries through its network of partners. In 2017, the Company established a commercial collaboration with AstraZeneca in the United States in which it promotes the chronic obstructive pulmonary disease (COPD) treatment Tudorza®, and has the commercial rights to pre-NDA COPD product Duaklir®. For more information please visit www.circassia.com.

 

\* The Financial highlights section contains key performance indicators (KPIs) that management believes better represent the underlying performance of the Group, reflecting the functioning of the departments at the time of operation; where relevant these exclude irregular or infrequent items

1Constant exchange rates (CER) for 2016 represent reported 2016 numbers restated using 2017 average exchange rates; management believes constant currency numbers better represent the underlying performance of the Group due to subsidiary functional currency fluctuations against Sterling

2Direct clinical sales to clinicians, hospitals and distributors; research sales to pharmaceutical companies for use in clinical studies

3Duaklir® is a registered trademark in Europe and other markets; use of the trademark in the US is subject to review and approval by the FDA

4In-house R&D: includes expenditure on underlying and discontinued operations excluding impairments to better reflect management expenditure at the time of operation

5Underlying operations, see consolidated statement of comprehensive income

6Underlying operations restated to show the results of the allergy business in discontinued operations; see note 10 of the consolidated financial statements for further details

7Cash, cash equivalents and short-term deposits

 

Forward-looking statements

This press release contains certain projections and other forward-looking statements with respect to the financial condition, results of operations, businesses and prospects of Circassia. The use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target" or "believe" and similar expressions (or the negatives thereof) are generally intended to identify forward-looking statements. These statements are based on current expectations and involve risk and uncertainty because they relate to events and depend upon circumstances that may or may not occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. Any of the assumptions underlying these forward-looking statements could prove inaccurate or incorrect and therefore any results contemplated in the forward-looking statements may not actually be achieved. Nothing contained in this press release should be construed as a profit forecast or profit estimate. Investors or other recipients are cautioned not to place undue reliance on any forward-looking statements contained herein. Circassia undertakes no obligation to update or revise (publicly or otherwise) any forward-looking statement, whether as a result of new information, future events or other circumstances.

 

 

CHAIRMAN'S STATEMENT

 

I am pleased to report that Circassia made good progress in 2017, achieving significant growth following the major changes to its business the prior year. With its investment in the allergy field halted, Circassia has focused resolutely on building its respiratory franchise, and consequently has transitioned into a very different business in a relatively short period. Circassia is now highly commercially focused, with a broad sales infrastructure, which it plans to expand further through a refocused investment strategy, and a portfolio of marketed products.

 

Building strategic momentum

In 2016, the Board reviewed and reconfirmed Circassia's strategy of building a self-sustaining specialty pharmaceutical company focused on respiratory disease. At the end of 2016, the Company significantly expanded its US commercial platform, both to increase revenues from its in-house NIOX® products and to attract in-licensing, partnering and acquisition opportunities. This growth strategy proved successful, and in 2017 Circassia established a flagship US partnership with AstraZeneca for the chronic obstructive pulmonary disease (COPD) products Tudorza® and Duaklir®. With the collaboration making good progress, Circassia plans to build on this momentum by deploying a refocused investment strategy pursuing a similar approach in China. By leveraging its existing presence in the country to establish an initial sales force, Circassia plans to boost its NIOX® revenues and provide a commercialisation option for third-party products in this major market.

 

Refocused investment strategy

Under its refocused strategy, Circassia intends to reallocate its resources and complete its transformation into a commercial business. The Company plans to fund commercial investment through a combination of growing revenues, corporate cost containment and reductions in research and development (R&D) expenditure by seeking to out-license / partner its respiratory pipeline of directly substitutable generic products and novel formulations of currently approved drugs. These development candidates are based on approved molecules, thereby reducing their risk profile, and the Company plans to initiate discussions with a number of potential partners. This strategy will allow Circassia to retain a stake in the products' future potential success whilst utilising third-party financing to progress the programmes through development. The Company will continue to invest in its R&D, medical affairs, pharmacovigilance, quality and regulatory activities supporting its US COPD products and global NIOX® franchise.

 

During the past year Circassia has made significant strategic progress, and with its refocused investment strategy the Company plans to complete its transition into a commercial business in the coming months. As a result, in a period of just two years Circassia will have transformed from an R&D-focused organisation into a growing commercial business with increasing revenues and global commercial infrastructure.

 

Significant operational progress

Throughout 2017, the Company's operational execution has underpinned this strategic progress. Following the establishment of its collaboration with AstraZeneca, Circassia rapidly doubled the size of its US field force, recruiting, training and launching the enlarged team in under two months. This new sales team has performed well, and at the end of the year Tudorza® prescriptions were significantly ahead of the declining trend established prior to Circassia's full promotion and are set for future growth. In parallel, Circassia's global commercial team continued to grow NIOX® revenues, while the R&D team filed for additional NIOX® approvals. The Company also advanced its broader pipeline, in-licensing novel nebuliser technology from Philips and preparing several programmes for clinical studies, positioning the products for potential out-licensing / partnering under Circassia's refocused investment strategy.

 

Evolving team

The rapid changes to Circassia's business are reflected in the make-up of its team. During 2017, the commercial group grew substantially, accounting for over 75% of the Company's headcount at the end of the year, while the R&D team was reduced by approximately 40%. This changing profile also extends to the Board. Circassia recently welcomed new Non-Executive Directors Jo Le Couilliard, Sharon Curran and Dr Heribert Staudinger, who bring significant commercial, specialty pharmaceutical and respiratory development experience to the Company. At the same time, the Board thanks Dr Jean-Jacques Garaud and Marvin S Samson for their invaluable advice and strategic counsel, and wishes them well on their retirement at the forthcoming Annual General Meeting.

 

Positioned for growth

With a period of extensive change nearing completion, Circassia is emerging as a strong, commercially-focused specialty pharmaceutical business. The Company's revenues doubled in 2017 and are positioned for further growth. During the coming year, Circassia plans to drive sales in its NIOX® franchise, building on positive new recommendations issued by the UK's National Institute for Health and Care Excellence (NICE). The Company will also benefit from a full year's revenues from its Tudorza® collaboration. In the coming year, Circassia anticipates exercising its option to acquire the full US commercial rights to Tudorza® from AstraZeneca and looks forward to its partner filing for Duaklir® approval.

 

During 2018, Circassia intends to leverage the ongoing momentum in its business, continuing its transition towards self-sufficiency. It plans to extend its commercial platform in China and seek additional third-party products to commercialise through its specialty infrastructure. Having undergone a period of difficult decisions and great change, Circassia's ambition to build a world-class global specialty pharmaceutical company, creating significant shareholder value, remains stronger than ever.

 

Dr Francesco Granata

Chairman

 

 

OPERATING REVIEW

 

Circassia made significant progress during the past year, continuing its transition into a commercial specialty pharmaceutical business focused on respiratory disease. The Company established a transformational US commercial collaboration with AstraZeneca for the COPD products Tudorza® and Duaklir® and its NIOX® asthma management franchise continued to grow strongly. Circassia expanded its commercial growth platform, doubling its US sales force to promote both Tudorza® and NIOX®, and its UK direct sales team performed well during its first full year since launch. As a result, the Company's revenues grew by 100%, while in parallel, Circassia's cost control measures delivered savings.

 

NIOX® asthma management products

Fractional exhaled nitric oxide (FeNO) is an important biomarker of underlying Th2 airway inflammation, and its measurement is increasingly recognised as a valuable component of asthma diagnosis and management. NIOX® is the leading point-of-care FeNO testing system available across major markets and the current VERO® generation is sold in a large number of countries, including in the US, Europe, Japan and China.

 

Strong sales performance

NIOX® revenues continued to grow strongly during 2017, increasing 18% to £27.3 million (12% at CER). Sales for clinical use (ie excluding sales to pharmaceutical companies for use in clinical trials) increased at a faster rate, growing 26% worldwide (20% at CER), 34% in the United States (27% at CER) and 44% in China (36% at CER). In the UK, revenues more than doubled compared with 2016, increasing 134% during the first full year since the Company established its direct sales capability. Revenues in Germany declined by 5% (11% at CER) due to local restructuring to focus on market access and revised pricing to encourage greater test usage, which is now delivering results. Research sales to pharmaceutical companies also offset the growth in clinical sales to some extent, with these less controllable revenues decreasing 8% (13% at CER) in 2017 compared with the prior year.

 

Expanding access

In 2017, Circassia continued to expand market access for its NIOX® products. In the United States, we established new agreements with over 50 major healthcare providers and recently signed an Innovative Technology contract with Vizient Inc., the largest member-owned healthcare company in the country. In parallel, our market access team extended NIOX® coverage to an additional nine million Americans and at the beginning of 2018 Medicare increased its FeNO testing reimbursement rate.

 

Improving distributor performance

We sell NIOX® directly in the US, UK and Germany, and in a large number of additional countries through a network of international partners. During 2017, we extended our distributor base in the Middle East and we continue to review commercialisation opportunities in Canada and South East Asia. We are also undertaking initiatives to assist our distributors' performance, including the provision of dedicated NIOX® training to improve local promotion. We intend to continue this distributor support in 2018 with the provision of tailored marketing materials.

 

Expanding NIOX® clearances

As part of our NIOX® growth strategy, we are seeking product clearances in additional territories and for new applications in existing markets. During 2017, we submitted regulatory filings for NIOX VERO® in Singapore and South Korea, and recently we received approval from the authorities. We also plan to complete submissions in Mexico, Taiwan and Saudi Arabia. In Europe, we launched a primary ciliary dyskinesia screening application for NIOX VERO® at the world's largest respiratory conference, the European Respiratory Society International Congress. This new application was subsequently cleared for use in Australia and South Korea. We also made regulatory progress in the United States, where the VERO®'s six second test mode received FDA clearance, providing physicians with an additional option that can be easier for children to use.

 

NIOX® brand strategy development

As well as extending access to NIOX®, our commercial team has evolved the product's brand strategy to enhance its promotion. As part of a new 2018 marketing campaign, we have developed revised selling materials, customer economic modelling tools, pricing and payment options and enhanced visual aids. We plan to roll out a digital promotional strategy, which includes the use of targeted channels alongside a relaunch of our flagship NIOX.com web portal. The 2018 campaign will also include updated advertising, which is built around a new core theme: "If you could see it you would treat it differently". Creative work and market testing of potential adverts is nearing completion and roll out is planned for the coming months.

 

New publications support FeNO testing

At the end of November, the UK's National Institute for Health and Care Excellence (NICE) published new clinical guidelines recommending the use of FeNO testing as a key component of asthma diagnosis. The guidelines call for the establishment of diagnostic hubs to achieve economies of scale when implementing the new recommendations. This provides Circassia with the opportunity to target Clinical Commissioning Groups throughout the UK to help implement the NICE guidance locally. As a result, we plan to assess opportunities to expand our current commercial organisation to leverage these recommendations.

 

The new NICE guidelines were subsequently complemented by publications in the US and Germany. In the United States, the government Agency for Healthcare Research and Quality published an evidence report that highlights the use of FeNO testing as a valuable part of asthma diagnosis and management. In Germany, new guidelines issued by leading German and Austrian respiratory societies confirmed the important role FeNO testing can play in assisting asthma assessment and treatment.

 

NIOX® product evolution

During 2017 we completed market research with NIOX® users to identify potential improvements to the system. The results revealed strong satisfaction with the current VERO® device, as well as uncovering a number of areas where we could enhance the NIOX® user experience without requiring modifications to the core technology. As a result, we plan to introduce a rapid evolution to the current product, incorporating enhancements to the screen, user interface and power consumption. This update will also exploit NIOX®'s existing Bluetooth capability and cloud connectivity, providing additional iOS and Android functionality. Development work for this evolution is underway and we plan to launch the new upgrade in 2019 in Europe.

 

AstraZeneca US commercial collaboration

In the first half of 2017, we established a transformational commercial collaboration with AstraZeneca in the United States. Under the terms of the agreement we have an initial profit share arrangement for the COPD mono-therapy Tudorza®, with an option to acquire the full commercial rights exercisable from H2 2018. In addition, we acquired the commercial rights to the late-stage COPD combination product candidate Duaklir®.

 

The transaction structure is attractive, with AstraZeneca taking a 14% equity stake in the Company as upfront consideration of $50 million. Further payments are deferred with the exact level payable dependent on the success of the two products, and will be based on Tudorza®'s in-market sales and Duaklir®'s approval. Acquisition of Tudorza®'s full US commercial rights will trigger a payment of between $5 million and $80 million, and a further $100 million will be payable on Duaklir® approval, or at the end of H1 2019 if earlier. We anticipate satisfying these payments through third-party financing, and have agreed a vendor loan with AstraZeneca as a back stop.

 

AstraZeneca has agreed to increase its equity stake in Circassia. As a result, Circassia intends to issue AstraZeneca additional ordinary shares in the Company's share capital, subject to shareholder approval, such that AstraZeneca will increase its holding from 14.2% up to a maximum of 19.9%. Circassia will use the proceeds to fund a deferred R&D contribution of $20 million, which is payable by the end of 2018 under the agreement with AstraZeneca, and part fund a final R&D contribution of $25 million payable by the end of 2019. Additionally, AstraZeneca has agreed to include any remaining R&D contribution not paid by the end of 2019 in the loan arrangements in the existing development and commercialisation agreement. Circassia anticipates receiving approximately $9 million of tax credits relating to these R&D contribution payments.

 

Tudorza® commercial progress

Tudorza® contains the long-acting muscarinic antagonist (LAMA) aclidinium bromide. It is indicated for the long-term maintenance treatment of bronchospasm associated with COPD, including chronic bronchitis and emphysema. This twice-daily inhaled therapy is approved in the United States, and is available under a number of brand names in many countries around the world. Under our Tudorza® profit share arrangement we have responsibility for the product's promotion while AstraZeneca manages manufacturing, supply, regulatory and pharmacovigilance activities.

 

During the first year of our collaboration, Tudorza® has made good progress. By early June 2017 we had doubled the size of our sales force, completing the recruitment and training in under two months. We subsequently reached and exceeded our call targets well ahead of schedule and continue to regularly complete over 6,000 sales calls per week. Our 200-strong sales force is now supported by a team of over 50, including marketing, analytics, market access, training and medical affairs experts. Our Tudorza® promotional plan is highly focused, targeting the majority of existing customers and the modest number of physicians who account for the highest number of COPD prescriptions. The plan includes a significantly increased intensity of sales calls, with Tudorza® featuring in the number one product detailing position.

 

Less than a year since we began promoting Tudorza®, prescription rates have begun to respond positively. By the end of the 2017, previous declines were stabilising and prescriptions were more than 50% above the 2017 trend established prior to Circassia's full promotion of the product. As a result, we received £19.0 million in revenues from the profit share arrangement for the period from the completion of the transaction in April to the end of the year. Prescription levels continue to respond to promotion, and during the first quarter of 2018 we halted the previous decline and prescriptions are now stable at approximately 4,700 per week. During 2018 we plan to build on this progress and aim to increase product uptake. We recently began to roll out a new Tudorza® "TUNIGHT + TUMORROW" marketing campaign, which includes a range of new sales materials highlighting the benefit of twice-daily dosing, significantly improving lung function with an evening and morning dose.

 

Tudorza® offers Circassia a significant growth opportunity. With over 15 million Americans diagnosed with COPD, the disease is the third leading cause of death in the United States. As a result, the US pharmaceutical treatment market was estimated to exceed $5 billion in 2017. At the end of the year, Tudorza® accounted for approximately 2.4% of US LAMA-containing prescriptions. A modest increase in market share would substantially increase Circassia's revenues and third-party estimates suggest the product has annual peak sales potential of over $90 million.

 

Tudorza® clinical progress

In December 2017, Tudorza® successfully completed a phase IV post-marketing study requested by the FDA. This large study, which was conducted in approximately 3,600 patients with moderate-to-very severe COPD and cardiovascular risk factors, met its primary efficacy and safety endpoints. Secondary endpoints included the rate of hospitalisations due to COPD exacerbations. The results demonstrate that alongside background therapy Tudorza® is effective at reducing exacerbation rates in patients with cardiovascular disease or risk factors. AstraZeneca plans to present these compelling data at a forthcoming medical meeting, and to submit them to the FDA seeking inclusion in the product's label. If successful this would present a competitive advantage for Tudorza® as other LAMAs do not have these cardiovascular safety data in this at-risk population included in their prescribing information.

 

Duaklir® progress

Duaklir® is a twice-daily inhaled fixed-dose combination COPD product. It contains the same LAMA as Tudorza®, aclidinium bromide, in combination with the long-acting beta agonist (LABA) formoterol fumarate. The product is approved in a number of countries under several brand names, and during the second half of 2017, the US development programme made significant clinical progress. The product successfully completed its phase III study, AMPLIFY, in which it met both co-primary efficacy endpoints achieving significant lung function improvements compared with the individual LAMA and LABA components. Additionally, a sub-study of 24-hour bronchodilation showed that twice-daily products Duaklir® and Tudorza® demonstrated significantly greater night-time bronchodilation than once-daily Spiriva®. These positive results were supported by data from the ACHIEVE dose-ranging study, which showed Duaklir® contains the optimal dose of formoterol. AstraZeneca plans to incorporate these clinical studies in a New Drug Application (NDA) for Duaklir®, which it intends to submit to the FDA in the first half of 2018. Duaklir® targets a significant market opportunity, with third-party estimates suggesting annual peak sales potential of over $180 million.

 

Commercial platform expansion

In 2017, our newly-expanded US commercial platform was an important factor in attracting AstraZeneca as a partner. In the coming year, we intend to pursue this strategy beyond the United States, expanding our infrastructure to drive NIOX® growth and facilitate further in-licensing, partnering or product acquisition. To lead this expansion, we recently recruited the Head of Commercial Operations, Asia Pacific from Takeda, who has taken up the newly-created role of Senior Vice President, Commercial for Europe and Rest of World.

 

As part of our expansion strategy, we recently initiated a recruitment campaign in China and established a local subsidiary alongside our existing representative office. In the coming weeks, we plan to increase our Beijing-based team, which currently manages local distributors, and establish a commercial 'back office'. This will be complemented by a team of sales managers targeting new customers in key regional centres, enabling us to accelerate NIOX® sales in this important market. Later in the year we intend to recruit a modest sales force, which will complement our existing distributor base.

 

This new team will allow us to target top grade hospitals that are not currently NIOX® customers. We anticipate this strategy will substantially increase our China revenues beyond the £3.5 million achieved in 2017, which was itself an increase of 44% on the previous year. In addition, we anticipate our expanded capabilities will offer potential partners a commercialisation alternative in this major market.

 

Respiratory pipeline portfolio

Circassia's pipeline includes a number of respiratory products based on approved molecules, which are currently in clinical development or positioned to move into the clinic. Under our refocused investment strategy we now plan to out-license / partner these substitutable generic products and novel COPD treatment formulations to leverage third-party funding while retaining upside potential.

 

Substitutable generic products

Circassia's portfolio of substitute products target a number of marketed asthma and COPD treatments, exploiting regulatory processes that permit approval based on the demonstration of equivalence.

 

· The most advanced of these products is a particle-engineered formulation of the inhaled corticosteroid fluticasone propionate, which targets direct substitution of GlaxoSmithKline's Flixotide® / Flovent® pMDI. Prior to Circassia's ownership the product was out-licensed in key territories, including Europe and the US. With the United States remaining the main commercial opportunity, we sought to regain rights for the more modest European market. However, we did not reach agreement and the product rights remain with our partner.

 

· Our combination formulation containing fluticasone propionate and the LABA salmeterol xinafoate targets direct substitution of GSK's Seretide® pMDI. This targets a major market opportunity with GSK's product in pMDI and DPI formats achieving global sales of over $4 billion in 2017. During 2017 we initiated an additional pharmacokinetic study having further adjusted the product following previous iterative studies, and we anticipate receiving the results in the near future.

 

· Our formulation of tiotropium bromide targets direct substitution of Boehringer Ingelheim's LAMA, Spiriva Handihaler®. This represents a significant commercial opportunity, with Spiriva®'s total global revenues estimated to total over $3 billion in 2017. We recently completed manufacture of stability batches of our formulation in preparation to begin an initial pharmacokinetic clinical study.

 

Novel COPD treatment formulations

Circassia's development candidates targeting the specialist treatment of COPD are based on novel formulations of approved drugs. The most advanced of these, a combination LAMA / LABA, incorporates mesh nebulisation technology in-licensed from medical innovation company, Philips Respiratory Drug Delivery. This next generation hand-held nebuliser is battery powered, easy-to-clean, Bluetooth enabled and features a breath actuation algorithm to improve usability. Our development programme advanced during 2017 and we recently completed manufacture of stability batches in preparation for a dose-ranging clinical study of the mono-components.

 

Our second development programme focuses on a novel formulation of an approved product that targets the treatment of severe COPD in patients with a history of exacerbations. Circassia's development programme aims to improve the efficacy and tolerability profile of the marketed product for use in this at-risk population.

 

Cost containment

Following receipt of disappointing allergy clinical results in 2016 and 2017, we moved quickly to halt investment in the field and contain costs in our R&D activities and administrative functions. This included consolidating our facilities in the US, UK and Sweden and reducing the size of our R&D team. These measures have resulted in significant savings. Our G&A costs decreased over 25% during 2017 following the closure of our offices in Chicago and Solna, Sweden. In addition, we reduced our in-house R&D expenditure, with R&D headcount approximately 40% lower at the end of the year.

 

Refocused investment strategy

During the coming year, we intend to build on these cost containment measures as part of a refocused investment strategy. This strategy is designed to complete our transition into a fully commercially-focused specialty pharmaceutical business, with rapidly growing revenues, strong commercial platform and expanding product portfolio. The strategy has a number of key elements:

 

1. Commercial expansion

We plan to continue investing in our commercial platform to drive revenues from our existing portfolio and attract additional third-party products through acquisition, in-licensing and partnering. In particular, we are building an initial sales force in China to rapidly increase our sales and build on the 44% growth achieved in 2017. We also intend to review opportunities to expand our UK sales organisation to leverage the opportunity created by the publication of new NICE guidelines in 2017.

 

2. R&D refocusing

We intend to reduce our R&D investment and focus on supporting regulatory, medical affairs, pharmacovigilance, quality and supply chain activities for Tudorza® and Duaklir® and developing a near-term evolution of NIOX VERO® and subsequent next generation NIOX® product. In parallel, we plan to out-license / partner our respiratory pipeline portfolio based on currently approved products, which will allow us to retain potential financial upside whilst leveraging third-party funding for their development. A number of these candidates are positioned to enter the clinic, and clinical pharmacokinetic results are anticipated for the Seretide® pMDI substitute in the coming weeks.

 

3. Cost containment programme

Alongside the reductions in our R&D activities we plan to continue our broader programme of cost containment. In particular, we plan to decrease corporate overheads and reduce expenditure at our Oxford headquarters, including further consolidation of our facilities.

 

By implementing this investment strategy we plan to drive continued revenue growth from our portfolio of marketed products, while providing the financial flexibility to pursue additional product and geographical expansion opportunities. As a result of these measures, we expect annualised cost reductions of approximately £5 million in our R&D and approximately £2 million in our corporate expenditure, while increasing our 2018 sales and marketing investment by approximately £7 million.

 

Summary and outlook

During the past year, Circassia made significant progress in its transition to a fully-fledged commercial specialty pharmaceutical business focused on the respiratory field. With sales of our NIOX® asthma management products growing strongly, our flagship COPD collaboration with AstraZeneca making good progress and our commercial platform expanding, we are building a highly attractive business.

 

In the coming year, we plan to capitalise on this momentum to complete our commercial transformation. Our China expansion is progressing well, and we intend to substantially increase NIOX® sales while seeking additional products to commercialise through our platform. In the United States, we look forward to regulatory submissions for Duaklir® approval and to extend Tudorza®'s label. We will continue our focus on growing Tudorza® revenues, leveraging our new marketing campaign and established field force, while also exploiting our commercial capabilities to promote NIOX® to a larger potential customer base. In parallel, we plan to progress development of our NIOX VERO® evolution, while seeking partners for our respiratory pipeline.

 

During 2018, we anticipate continued strong revenue growth building on the significant increase we achieved in 2017. With a full year's contribution from our Tudorza® collaboration and rapidly growing NIOX® sales we have significant growth potential 'locked in'. During the second half of the year, we anticipate the opportunity to acquire the full US commercial rights to Tudorza®, which we intend to fund through third-party financing, and we look forward to updating the market on this important milestone.

 

Overall, Circassia has a clear strategy. Since the Company's founding we have worked hard to build a strong specialty pharmaceutical business, commercialising novel products in key markets with a broad and balanced portfolio. Circassia has made good progress towards this objective during the past year, and with compelling products and robust commercial growth platform we are closer than ever to achieving our goal.

 

 

FINANCIAL REVIEW

 

The financial results for the year reflect a period of transition for Circassia. The Company increased its revenues by 100% to £46.3 million (2016: £23.1 million) while reducing its in-house research and development (R&D) and underlying general and administrative (G&A) costs and increasing its sales and marketing investment to support its growing commercial platform. As a result, its underlying operating loss reduced to £39.6 million (2016 restated: £43.8 million) and the Group loss for the financial year from underlying activities was £36.9 million (2016 restated: £35.9 million). This is welcome progress, and a reduction in the net loss is expected in 2018 as a result of ongoing cost containment measures and increased revenues. The total loss for the period decreased to £99.1 million (2016: £137.4 million). Explanations of the difference can be found in this review.

 

The table below sets out results for the year ended 31 December 2017 for the Group separated into continuing and discontinued operations. Continuing operations are further divided into underlying and non-underlying operations. Underlying continuing operations include revenues and costs derived from the collaboration with AstraZeneca, as well as sales of NIOX® and costs for the existing underlying Circassia business. These are the measures primarily used by management to manage the business and measure performance. Significant irregular items are classified as non-underlying. In 2017 these include R&D contributions to AstraZeneca and impairments. Discontinued operations include direct costs and overheads associated with allergy programmes following the decision to stop all further development in the field in April 2017. The presentation of the results for the year ended 31 December 2016 has been restated in accordance with IFRS 5 to provide a clearer comparison.

 

Underlying operations

Non-underlying operations

Total continuing

Discontinued operations1

Total

2017

2016

2017

2016

2017

2016

2017

2016

2017

2016

Restated2

Restated2

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

Revenue

46.3

23.1

-

-

46.3

23.1

-

-

46.3

23.1

Cost of sales

(10.0)

(8.0)

-

-

(10.0)

(8.0)

-

-

(10.0)

(8.0)

Gross profit

36.3

15.1

-

-

36.3

15.1

-

-

36.3

15.1

Gross margin

78%

65%

-

-

78%

65%

-

-

78%

65%

Sales and marketing

(49.6)

(27.0)

-

(0.2)

(49.6)

(27.2)

(0.5)

(77.5)4

(50.1)

(104.7)

Research and development

(15.3)

(17.3)

(82.1)

(0.5)

(97.4)

(17.8)

(5.6)

(28.4)4

(103.0)

(46.2)

Administrative expenditure

(11.0)

(14.6)

0.1

(0.3)

(10.9)

(14.9)

(0.2)

(0.8)

(11.1)

(15.7)

EBITDA

(34.7)

(38.5)

(45.0)

(1.0)

(79.7)

(39.5)

(6.3)

(31.9)

(86.0)

(71.4)

Operating loss

(39.6)

(43.8)

(82.0)

(1.0)

(121.6)

(44.8)

(6.3)

(106.7)

(127.9)

(151.5)

Other (losses) and gains

(1.1)

5.2

11.5

-

10.4

5.2

-

-

10.4

5.2

Share of (loss)/profit of joint venture

-

-

-

-

-

-

(0.2)

0.6

(0.2)

0.6

Finance income net

0.3

0.8

(2.7)

-

(2.4)

0.8

-

-

(2.4)

0.8

Loss before tax

(40.4)

(37.8)

(73.2)

(1.0)

(113.6)

(38.8)

(6.5)

(106.1)

(120.1)

(144.9)

Taxation

3.5

1.9

16.5

-

20.0

1.9

1.0

5.6

21.0

7.5

Loss for the financial year

(36.9)

(35.9)

(56.7)

(1.0)

(93.6)

(36.9)

(5.5)

(100.5)

(99.1)

(137.4)

Cash3

59.5

117.4

1 Disclosed as a single amount in the consolidated statement of comprehensive income.

2 Restated to show the results of the allergy business in discontinued operations, see note 10 to the consolidated financial statements.

3 Includes cash and cash equivalents and short-term deposits.

4 Sales and marketing expenditure includes £74.5m goodwill impairment and research and development includes £0.3m intangible assets impairment.

 

Revenue

 

Circassia's revenues for the year increased by 100% to £46.3 million (2016: £23.1 million). These include NIOX® sales, which increased by 18% (12% at constant exchange rates (CER)) to £27.3 million (2016: £23.1 million), and revenues of £19.0 million from the partnership with AstraZeneca for the sale of Tudorza®, which were recognised from 12 April 2017 when the companies' collaboration agreement became unconditional.

NIOX® revenues include sales for use in clinical practice, which grew by 26% (20% CER) to £22.8 million (2016: £18.0 million), sales for use in pharmaceutical company research, which decreased by 8% (13% CER) to £4.1 million (2016: £4.5 million), and other revenues of £0.4 million (2016: £0.6 million), which include freight. NIOX® clinical revenues increased by 34% (27% CER) in the United States, 44% (36% CER) in China and 134% in the UK. Revenues in Germany decreased by 5% (11% CER) following restructuring to focus on market access and revised pricing to encourage greater test usage.

 

Tudorza® revenues reflect 50% of the joint profit arrangement with AstraZeneca from sales of the product. AstraZeneca records in-market sales, cost of sales and other operational costs while Circassia records the costs of the field force and promotion.

 

Gross profit

 

Gross margin increased from 65% to 78%. This was mainly due to the contribution of revenues from the AstraZeneca collaboration. The gross margin was higher in H2 2017 than in H1 2017 based on these revenues for the full six month period. Gross profit on NIOX® sales was £17.3 million (2016: £15.1 million), with a gross margin of 63% (2016: 65%). This decrease mainly reflects the weakening of sterling.

 

Sales and marketing

 

Sales and marketing costs increased to £49.6 million (2016 restated: £27.2 million). This was mainly due to an increase in the size of the US field force from 100 to 200 as part of the collaboration agreement with AstraZeneca. When including discontinued operations total sales and marketing costs decreased to £50.1 million (2016: £104.7 million), following a goodwill write-down of £74.5 million in 2016.

 

R&D activities

 

R&D expenditure for underlying continuing operations decreased to £15.3 million (2016 restated: £17.3 million). This includes development work on NIOX® and the respiratory portfolio. In-house R&D, which better reflects expenditure at the time of operation by including underlying and discontinued operations and excluding impairments, decreased by 54% to £20.9 million from £45.9 million in 2016.

 

R&D expenditure for non-underlying continuing operations increased to £82.1 million (2016 restated: £0.5 million), which includes one-off costs of £45.1 million ($62.5 million) for the R&D contributions to AstraZeneca, all of which have been expensed in the income statement in 2017. The remainder is due to impairments of product candidates in the respiratory portfolio. This includes the Seretide® pMDI substitute, for which the impairment reflects a decrease in the market potential following delays in product launch as a result of negative PK study results in the previous two years. It also includes the Flixotide® pMDI substitute (EU rights) and a partnered particle-engineered version of salmeterol xinafoate which are no longer being pursued.

 

Intangible

£m

Seretide® pMDI substitute

31.0

Flixotide® pMDI substitute (EU rights)

4.7

Particle-engineered version of salmeterol xinafoate

1.3

Total

37.0

 

Costs of £5.6 million (2016: £28.4 million) are included in discontinued operations, following the halting of expenditure on allergy programmes.

 

Administrative expenditure

 

Administrative expenditure from continuing operations decreased by 27% to £10.9 million (2016 restated: £14.9 million). This reflects a number of cost saving measures, including the closure of the Company's sites in Solna, Sweden and Chicago, US and decreased expenditure on patent maintenance.

 

Other gains and losses

 

Other gains for the Group increased to £10.4 million (2016 restated: £5.2 million). Included in this figure are £8.3 million (2016: £nil) of foreign exchange gains on payables to AstraZeneca due to weakening of the US dollar against sterling.

 

Net finance income

 

Net finance costs were £2.4 million (2016 restated: £0.8 million income) for the year. Finance costs of £2.7 million (2016: £nil) reflect a charge to the income statement, which is based on the difference in the time value of money on the discounted $100 million deferred consideration payable to AstraZeneca at the year end.

 

Taxation

 

Taxation for the year was a £21.0 million credit (2016: £7.5 million credit). The main component was the R&D tax credit on qualifying expenditure, which was £13.8 million (2016: £8.6 million). Of this £3.5 million (2016 restated: £1.9 million) is included in underlying continuing operations and has increased because of growth in expenditure on the respiratory programmes.

Included in non-underlying continuing operations is a tax credit of £16.5 million (2016: £nil). Of this, £10.2 million is an R&D tax credit (2016: £nil) for R&D contributions to AstraZeneca. The remaining £6.3 million credit relates to the reduction of a deferred tax liability as a result of impairment of intangible assets in the respiratory portfolio.

 

Loss after tax and loss per share

 

The loss per share for continuing operations was 29p (2016 restated: 13p), reflecting a loss for the financial period of £93.6 million (2016 restated: £36.9 million), with the increase mainly the result of non-underlying items of £82.1 million, which include the R&D contribution to AstraZeneca and impairment of intangible assets in the respiratory portfolio. Basic loss per share for the period was 31p (2016: 48p) reflecting a loss for the financial period of £99.1 million (2016: £137.4 million).

 

Statement of financial position

 

The Group's net assets at 31 December 2017 were £224.8 million (2016: £280.7 million). An increase in non-current assets is offset by a similar increase in non-current liabilities and the remaining decrease mainly reflects the decrease in the Company's cash balance.

 

Non-current assets have increased to £312.5 million (2016: £195.7 million). This is mainly due to the recognition of assets giving rights to collaborate with AstraZeneca on the commercialisation of Tudorza® in the United States and an increase in intangible assets relating to the acquisition of Duaklir®.

 

Non-current liabilities have increased to £146.8 million (2016: £31.9 million). This is mainly due to the $100 million consideration payable to AstraZeneca and recognition of the future royalties payable on Duaklir® sales.

 

Cash flow

 

The Group's cash position (including short-term deposits) decreased from £117.4 million at 31 December 2016 to £59.5 million at 31 December 2017. The main cash outflow was £57.6 million cash used in operations (2016: £56.7 million). Cash used in operations decreased in H2 2017 to £23.3 million (H1 2017: £34.3 million). H2 2017 included receipt of an R&D tax credit of £8.9 million and payment of an R&D contribution to AstraZeneca of £13.1 million as well as payments for discontinued operations.

 

Outlook

 

The outlook for 2018 is positive, reflecting the Company's increasing focus on commercial expansion and its intention to build on the cost containment measures achieved in 2017. With anticipated savings in R&D and administration, together with the benefit of a full year of Tudorza® sales and growing NIOX® revenues, the overall net loss in 2018 is expected to decrease significantly.

 

With this revenue growth potential in effect 'locked in' in 2018, Circassia also anticipates the first opportunity to acquire the full US rights to Tudorza® in the second half of the year. If this option is exercised, Circassia will make further payments to AstraZeneca of between $5 million and $80 million dependent on Duaklir®'s approval and Tudorza®'s US sales. Circassia anticipates utilising third-party financing to satisfy the consideration, and a vendor loan is in place in the event this cannot be secured.

 

During 2018, the Company also plans to implement its refocused investment strategy. As a result, sales and marketing costs are expected to increase by approximately £7 million in 2018, with the expanded US field force in the marketplace for the full year and the Company building a sales force in China. As part of this refocusing, annualised savings of approximately £5 million are expected in R&D expenditure compared with this year's underlying continuing operations. The reduction in R&D activities will also enable the Company to reduce its corporate and facilities overheads in Oxford, reducing anticipated G&A expenditure by approximately £2 million on an annualised basis. In addition, as a result of this change there may be an impairment in the carrying value of the respiratory cash generating unit in 2018.

 

Additionally, Circassia intends to issue further ordinary share capital to AstraZeneca, subject to shareholder approval, such that AstraZeneca's holding will increase from 14.2% to a maximum of 19.9%. Circassia will use the proceeds to fund a deferred R&D contribution of $20 million, which is payable by the end of 2018 under the agreement with AstraZeneca, and part fund a final R&D contribution of $25 million payable by the end of 2019. AstraZeneca has agreed to include any remaining R&D contribution not paid by the end of 2019 in the loan arrangements in the existing development and commercialisation agreement. Circassia anticipates receiving tax credits totalling approximately $9 million on the R&D payments.

 

With sales growth potential in place, cost containment measures delivering results and a refocused investment strategy targeting commercial expansion, we look forward to 2018 with optimism.

 

Julien Cotta

Chief Financial Officer

 

 

Consolidated statement of comprehensive income

for the year ended 31 December 2017

 

2017

2016

Restated1

Underlying operations

Non-underlying items2

Total

Underlying operations

Non-underlying items2

Total

Notes

£m

£m

£m

£m

£m

£m

Continuing operations

Revenue

4

46.3

-

46.3

23.1

-

23.1

Cost of sales

(10.0)

-

(10.0)

(8.0)

-

(8.0)

Gross profit

36.3

-

36.3

15.1

-

15.1

Research and development costs

(15.3)

(82.1)

(97.4)

(17.3)

(0.5)

(17.8)

Sales and marketing

(49.6)

-

(49.6)

(27.0)

(0.2)

(27.2)

Administrative expenses

(11.0)

0.1

(10.9)

(14.6)

(0.3)

(14.9)

Operating loss

8

(39.6)

(82.0)

(121.6)

(43.8)

(1.0)

(44.8)

Other (losses) and gains

6

(1.1)

11.5

10.4

5.2

-

5.2

Finance costs

7

(0.1)

(2.7)

(2.8)

(0.1)

-

(0.1)

Finance income

7

0.4

-

0.4

0.9

-

0.9

Loss before tax

(40.4)

(73.2)

(113.6)

(37.8)

(1.0)

(38.8)

Taxation

12

3.5

16.5

20.0

1.9

-

1.9

Loss for the financial year from continuing operations

(36.9)

(56.7)

(93.6)

(35.9)

(1.0)

(36.9)

Discontinued operations

Loss for the year from discontinued operations attributable to owners of Circassia Pharmaceuticals plc

10

-

(5.5)

(5.5)

-

(100.5)

(100.5)

Loss for the financial year

(36.9)

(62.2)

(99.1)

(35.9)

(101.5)

(137.4)

Loss attributable to:

Owners of Circassia Pharmaceuticals plc

(36.9)

(62.2)

(99.1)

(35.8)

(101.5)

(137.3)

Non-controlling interests

-

-

-

(0.1)

-

(0.1)

Loss for the financial year

(36.9)

(62.2)

(99.1)

(35.9)

(101.5)

(137.4)

Other comprehensive income

Items that may be subsequently reclassified to profit or loss

Share of other comprehensive income of joint venture

18

-

-

-

-

0.1

0.1

Currency translation differences

29

2.2

-

2.2

9.7

-

9.7

Total other comprehensive income for the year

2.2

-

2.2

9.7

0.1

9.8

Total comprehensive expense for the year

(34.7)

(62.2)

(96.9)

(26.2)

(101.4)

(127.6)

Total comprehensive expense attributable to:

Owners of Circassia Pharmaceuticals plc

(34.7)

(62.2)

(96.9)

(26.1)

(101.4)

(127.5)

Non-controlling interests

-

-

-

(0.1)

-

(0.1)

Total comprehensive expense for the year

(34.7)

(62.2)

(96.9)

(26.2)

(101.4)

(127.6)

 

Loss per share attributable to owners of the parent during the year (expressed in £ per share)

 

2017

2016 Restated1

Basic and diluted loss per share

£

£

Loss per share from continuing operations

13

(0.29)

(0.13)

Total loss per share

13

(0.31)

(0.48)

 

1 Restated to show the results of the allergy business in discontinued operations, see note 10 for further details

2 See note 11 for details

 

The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the parent Company profit and loss account.

 

The profit for the parent Company for the year was £1.5 million (2016: £2.4 million).

 

The notes on pages 20 to 54 are an integral part of these consolidated financial statements.

 

Consolidated statement of financial position

as at 31 December 2017

 

 

2017

2016

Notes

£m

£m

Assets

Non-current assets

Property, plant and equipment

14

1.4

1.4

Goodwill

15

10.0

9.7

Intangible assets

16

199.7

167.1

Deferred tax assets

24

15.7

16.6

Investment in joint venture

18

0.5

0.9

Prepayment for business combination

35

77.9

-

Non-current tax assets

12

7.3

-

312.5

195.7

Current assets

Inventories

19

5.0

4.6

Trade and other receivables

20

18.9

7.7

Current tax assets

12

6.5

8.7

Short-term bank deposits

21

15.0

20.0

Cash and cash equivalents

21

44.5

97.4

89.9

138.4

Total assets

402.4

334.1

 

Equity and liabilities

Ordinary shares

25

0.3

0.2

Share premium

27

602.2

563.8

Other reserves

29

17.2

12.5

Accumulated losses

28

(394.9)

(295.8)

Total equity

224.8

280.7

 

Liabilities

Non-current liabilities

Deferred tax liabilities

24

24.1

31.9

Non-contingent consideration

35

68.7

-

Contingent consideration

35

33.6

-

Non-current trade payables

22

20.4

-

146.8

31.9

Current liabilities

Trade and other payables

22

30.8

21.5

30.8

21.5

Total liabilities

177.6

53.4

Total equity and liabilities

402.4

334.1

 

The notes on pages 20 to 54 are an integral part of these consolidated financial statements.

 

The financial statements on pages 14 to 54 were authorised for issue by the Board of Directors on24 April 2018 and were signed on its behalf by

 

 

Steven Harris

Julien Cotta

Chief Executive Officer

Chief Financial Officer

Circassia Pharmaceuticals plc

Circassia Pharmaceuticals plc

 

Registered number: 05822706

 

 

Parent Company statement of financial position

as at 31 December 2017

 

 

2017

2016

Notes

£m

£m

Assets

Non-current assets

Investments in subsidiaries

17

273.5

262.0

273.5

262.0

Current assets

Trade and other receivables

20

328.2

220.9

Short-term bank deposits

21

15.0

20.0

Cash and cash equivalents

21

0.3

73.0

343.5

313.9

Total assets

617.0

575.9

 

Equity and liabilities

Equity attributable to the owners of the Company

Ordinary shares

25

0.3

0.2

Share premium

27

602.2

563.8

Other reserves

29

8.6

6.1

Retained earnings

28

1.9

0.4

Total equity

613.0

570.5

Liabilities

Current liabilities

Trade and other payables

22

4.0

5.4

4.0

5.4

Total equity and liabilities

617.0

575.9

 

 

The notes on pages 20 to 54 are an integral part of these financial statements.

 

The financial statements on pages 14 to 54 were authorised for issue by the Board of Directors on

24 April 2018 and were signed on its behalf by

 

 

Steven Harris

Julien Cotta

Chief Executive Officer

Chief Financial Officer

Circassia Pharmaceuticals plc

Circassia Pharmaceuticals plc

 

Registered number: 05822706

 

 

Consolidated and parent Company statement of cash flows

for the year ended 31 December 2017

 

 

Group

Company

2017

2016

2017

2016

Notes

£m

£m

£m

£m

Cash flows from operating activities

Cash (used in) / generated from operations

30

(66.4)

(68.4)

0.4

1.9

Interest paid

(0.1)

(0.1)

-

(0.1)

Tax credit received

8.9

11.8

-

-

Net cash (used in) / generated from operating activities

(57.6)

(56.7)

0.4

1.8

Cash flows from investing activities

Acquisition of subsidiaries, net of cash acquired

-

(0.2)

-

(19.0)

Recapitalisation of subsidiary

-

-

(9.0)

-

Purchases of property, plant and equipment

14

(0.8)

(0.7)

-

-

Contingent consideration payment

-

(30.0)

-

(30.0)

Interest received

0.8

0.7

0.7

0.7

Joint venture distributions to owners

18

0.2

-

-

-

Loans granted to subsidiary undertakings

-

-

(68.2)

(29.0)

Decrease in short-term bank deposits

5.0

17.8

5.0

17.8

Net cash generated from / (used in) investing activities

5.2

(12.4)

(71.5)

(59.5)

Cash flows from financing activities

Costs offset against share premium

(1.6)

-

(1.6)

-

Purchase of treasury shares

34

-

(0.4)

-

-

Transactions with non-controlling interests

29

-

(3.2)

-

-

Net cash used in financing activities

(1.6)

(3.6)

(1.6)

-

Net decrease in cash and cash equivalents

(54.0)

(72.7)

(72.7)

(57.7)

Cash and cash equivalents at 1 January

21

97.4

166.0

73.0

130.7

Exchange gains on cash and cash equivalents

1.1

4.1

-

-

Cash and cash equivalents at 31 December

21

44.5

97.4

0.3

73.0

 

 

The notes on pages 20 to 54 are an integral part of these consolidated financial statements.

 

 

Consolidated statement of changes in equity

for the year ended 31 December 2017

 

 

 

 

Share capital

Share premium

Other (1) reserves

Accumulated losses

Total

Non-controlling interests

Total equity

Notes

£m

£m

£m

£m

£m

£m

£m

At 1 January 2016

25, 27, 28, 29

0.2

564.0

2.8

(158.5)

408.5

1.2

409.7

Loss for the financial year

28

-

-

-

(137.3)

(137.3)

(0.1)

(137.4)

Other comprehensive income

Share of other comprehensive income of joint venture

29

-

-

0.1

-

0.1

-

0.1

Currency translation differences

29

-

-

9.7

-

9.7

-

9.7

Total comprehensive income/(expense)

-

-

9.8

(137.3)

(127.5)

(0.1)

(127.6)

Transactions with owners:

Purchase of own shares

29

-

-

(0.4)

-

(0.4)

-

(0.4)

Employee share option scheme

29

-

-

2.4

-

2.4

-

2.4

Expenses offset against share premium

27

-

(0.2)

-

-

(0.2)

-

(0.2)

Transactions with non-controlling interests

29

-

-

(2.1)

-

(2.1)

(1.1)

(3.2)

At 31 December 2016

25, 27, 28, 29

0.2

563.8

12.5

(295.8)

280.7

-

280.7

At 1 January 2017

25, 27, 28, 29

0.2

563.8

12.5

(295.8)

280.7

-

280.7

Loss for the financial year

28

-

-

-

(99.1)

(99.1)

-

(99.1)

Currency translation differences

29

-

-

2.2

-

2.2

-

2.2

Total comprehensive expense

-

-

2.2

(99.1)

(96.9)

-

(96.9)

Transactions with owners:

Issue of ordinary shares

25

0.1

38.4

-

-

38.5

-

38.5

Employee share option scheme

29

-

-

2.5

-

2.5

-

2.5

At 31 December 2017

25, 27, 28, 29

0.3

602.2

17.2

(394.9)

224.8

-

224.8

( 1 ) Other reserves include share option reserve, translation reserve, treasury shares reserve, and transactions with NCI reserve.

 

 

The notes on pages 20 to 54 are an integral part of these consolidated financial statements. 

 

 

Parent Company statement of changes in equity

for the year ended 31 December 2017

 

Share

capital

Share

premium

Share option reserve

(Accumulated losses)/ Retained

earnings

Total

equity

Notes

£m

£m

£m

£m

£m

 

At 1 January 2016

25, 27, 28, 29

0.2

564.0

3.7

(2.0)

565.9

Profit and total comprehensive income

28

-

-

-

2.4

2.4

Transactions with owners:

Expenses offset against share premium

27

-

(0.2)

-

-

(0.2)

Employee share option scheme

29

-

-

2.4

-

2.4

At 31 December 2016

25, 27, 28, 29

0.2

563.8

6.1

0.4

570.5

At 1 January 2017

25, 27, 28, 29

0.2

563.8

6.1

0.4

570.5

Profit and total comprehensive income

28

-

-

-

1.5

1.5

Transactions with owners:

Issue of ordinary shares

25, 27

0.1

38.4

-

-

38.5

Employee share option scheme

29

-

-

2.5

-

2.5

At 31 December 2017

25, 27, 28, 29

0.3

602.2

8.6

1.9

613.0

 

The notes on pages 20 to 54 are an integral part of these financial statements.

 

 

Notes to the financial statements

 

1. Summary of significant accounting policies

 

General information

The Group is a specialty pharmaceutical group focused on the development and commercialisation of respiratory products.

Circassia Pharmaceuticals plc is a public limited company which is listed on the London Stock Exchange and incorporated and domiciled in England and Wales. The Company is resident in England and the registered office is The Magdalen Centre, Robert Robinson Avenue, Oxford Science Park, Oxford, Oxfordshire, England, OX4 4GA.

The principal accounting policies adopted in the preparation of this financial information are set out below. These policies have been consistently applied to all the financial years presented, unless otherwise stated.

 

Basis of preparation

 

The financial information has been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ('IFRS'), IFRS Interpretations Committee ('IFRS IC') interpretations endorsed by the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared using the historical cost convention modified by the revaluation of certain items, as stated in the accounting policies, and on a going concern basis.

 

The results shown for the years ended 31 December 2017 and 2016 are audited. The consolidated financial information contained in this announcement does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. Statutory accounts of the Company in respect of the financial year ended 31 December 2017 were approved by the Board of directors on 24 April 2018 and will be delivered to the Registrar of Companies in due course. The report of the auditors on those accounts was unqualified and did not contain an emphasis of matter paragraph nor any statement under Section 498 of the Companies Act 2006.

 

The exemption from audit has been claimed for the individual financial statements of Circassia Pharma Limited (registered number 6410308) and Prosonix Limited (registered number 05679156) for the year ended 31 December 2017 under section 479A of Companies Act 2006. Circassia Pharmaceuticals plc has given the required guarantee under section 479C in respect of the reporting year. Circassia Pharma Limited and Prosonix Limited results are included in these consolidated financial statements

 

Going concern

 

Though the Group continues to make losses, the Directors have reviewed the current and projected financial position of the Group, taking into account existing cash balances. On the basis of this review, the Directors have not identified any material uncertainties to the Group's ability to continue to adopt the going concern basis of accounting for a period of at least 12 months from the date of approval of the financial statements.

 

Changes in accounting policy and disclosures

a) The following new standards and amendments to standards were mandatory for the first time for the financial year beginning 1 January 2017 but had no significant impact on the Group:

- IAS 7 (amendment) - Statement of cash flows

- IAS 12 (amendment) - Income taxes

 

b) Standards, amendments and interpretations to existing standards that are not yet effective (and in some cases, had not yet been adopted by the EU) and have not been early adopted by the Group:

 

IFRS 9 'Financial instruments' (effective 1 January 2018): adopting IFRS 9 will impact hedge accounting and receivables provisions. The basis of documentation and effectiveness testing of hedges under the new standard will be linked more closely to the risk management objectives, which may generate different levels of ineffectiveness than the current testing under IAS 39. The Group currently does not adopt hedge accounting hence the changes are not expected to have any significant impact on the financial statements.

Receivables provisions will move from an incurred to an expected loss model. The Group's largest exposure is trade receivables with the gross value of £4.0 million as at 31 December 2017. The new model will impact the timing and value of provision recognition on higher risk balances. No material impact is anticipated as a result of these changes.

IFRS 15 'Revenue from contract with customers' (effective 1 January 2018): IFRS 15 supersedes current revenue recognition guidance including IAS 18 'Revenue' and specifies how and when entities recognise revenue as well as requiring such entities to provide users of financial statements with more informative, relevant disclosures. The standard provides a single, principles based five-step model to be applied to all contracts with customers. The review of the impact of IFRS 15 requires an assessment at contract level to confirm the full impact of adopting this standard. Based on the analysis completed to date, the Directors consider that the new standard will not materially impact the revenue recognition for the Group business activities.

 

Notes to the financial statements

 

1. Summary of significant accounting policies (continued)

 

IFRS 16 'Leases' (effective 1 January 2019) removes the current distinction between an operating and finance lease, introducing consistent requirements for all leases similar to the current finance lease accounting. The impact on the Group's financial statements is currently being assessed and it is anticipated that the standard will be adopted in the Group's financial statements in line with the effective date stated above.

There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group.

 

Use of estimates and assumptions

The preparation of financial information in conformity with IFRS requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial information and the reported amounts of revenues and expenses during the reporting period. Estimates and judgements are continually made and are based on historic experience and other factors, including expectations of future events that are believed to be reasonable in the circumstances.

 

Critical accounting estimates and assumptions

Where the Group makes estimates and assumptions concerning the future, the resulting accounting estimates will seldom exactly match actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below and are annotated with an asterisk.

 

Business combinations

The Group accounts for all business combinations under the acquisition method. Under the acquisition method, the identifiable assets acquired and liabilities and contingent liabilities assumed are measured at their fair value at the acquisition date. Judgements are made in determining the basis on which goodwill arising on business combinations is allocated to CGUs. Estimates are made in relation to the cash flow forecasts, probability factors and discount rates used for this purpose. In addition, a judgement is made as to determine the point at which control of a business passes to the Group and a business combination occurs. Until control is passed to the Group, consideration paid or payable is presented as a prepayment for the business combination.

 

Accounting for the Collaboration with AstraZeneca

Following the collaboration and profit share arrangement with AstraZeneca, a Purchase Price Allocation exercise was performed focusing on the following key accounting areas:

 

- Determination and allocation of the consideration

Under the terms of the agreement to secure certain US commercial rights to Tudorza® and Duaklir®, a maximum total consideration of $230 million plus future sales-based royalties is payable to AstraZeneca. For the purposes of IFRS 3, the total consideration included in the valuation consists of $50 million for shares issued to AstraZeneca, $100 million deferred non-contingent consideration and the fair value of royalties payable to AstraZeneca. It does not include the amount (up to $80 million) that would be paid to exercise the Tudorza® option, which will be accounted for once exercised.

 

Under IFRS 3, it is necessary to determine the amount of consideration which should be allocated to Duaklir®. As this

is an unusual scenario, there is no prescribed methodology for performing this exercise. Management has based the allocation of consideration between both products on a relative fair value approach. This was determined using a bottom-up business valuation for both products and allocating the amount expected to be paid for both products proportionately between both products. The valuation model was based on expected cash flows into perpetuity under two separate scenarios with certain key assumptions including the use of discount and terminal growth rates, revenue forecasts to 2034 incorporating a specific growth profile. These assumptions therefore give rise to a number of judgements in the valuation models.

 

- Initial valuation of Duaklir IPR&D

The Excess Earnings Method approach was determined to be the most appropriate methodology to use for the valuation of the In-Process Research & Development (IPR&D). This methodology made use of the same cash flows used in the Duaklir® business valuation with certain key assumptions including a specific rate of return of net working capital, no additional workforce requirement and minimal tangible fixed asset requirements.

 

- Initial valuation of Royalties*

As part of the transaction, Circassia will pay royalties to AstraZeneca on future sales of Duaklir® in the United States. There is some uncertainty over the final amount of future sales and thus royalties due and therefore actual outcomes could differ significantly from the estimates made. Under IFRS 3, these royalties have been classified as additional consideration and initially recognised as an IPR&D asset with a corresponding contingent liability. The value of the IPR&D asset was calculated by management using a tax-effected NPV of the future royalty cash outflows at the date of the transaction. See note 35 for further details.

 

Notes to the financial statements

 

1. Summary of significant accounting policies (continued)

 

Goodwill and other intangible assets*

Goodwill and other intangible assets impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. Judgements and estimates are made in respect of the carrying value of the cash generating units (CGUs) containing the goodwill taking into account key assumptions (see note 15) about the product candidates. If the Group is unable to obtain regulatory approval or to commercialise its product candidates, or experiences significant delays in doing so, this could result in an impairment of the related goodwill and intellectual property rights.

 

Investments*

Circassia Pharmaceuticals plc holds a number of investment balances in subsidiary companies. Investment impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. Judgements and estimates are made in respect of the carrying value of the cash generating units (CGUs) containing the investment. If there is a significant impairment of a particular CGU or if the Group's market capitalisation remains below the carrying value of Circassia Pharmaceuticals plc's aggregate investment in subsidiaries, this could result in an impairment of the investment.

 

Other accounting estimates and assumptions

Fair value of acquired assets

Intangibles - Technology

In estimating the fair value of Technology, a variation of the Income Approach called the Relief from Royalty Method is used. This methodology is considered the standard and preferred technique to value assets such as trademark, core technology and patents.

 

Intangibles - Customer Relationships

Customer Relationships have been valued based on the Excess Earnings Method. This valuation method is based on discounting the cash flows that can be attributed to the intangible asset, after taking into account the contribution of other assets.

 

Deferred tax

Deferred tax assets have been recognised in relation to tax losses carried forward in Aerocrine and Prosonix, but only to the extent of deferred tax liabilities arising in the same jurisdictions as the brought forward losses. Management have concluded that it is not yet probable that taxable profits will be available in the relevant jurisdictions to utilise brought forward losses in excess of deferred tax liabilities. Judgement is required in making this determination. Management anticipate that taxable profits will be considered probable for the purposes of recognising deferred tax assets under IAS 12 only when there is a stable history of profitability in those tax jurisdictions.

 

Share issue costs

Under IFRS incremental costs that are directly attributable to an equity transaction that otherwise would have been avoided had the equity instruments not been issued are accounted for through equity. Any acquisition related costs (for example due diligence) must be expensed in the income statement. There is a level of judgement in determining which costs meet the criteria of an equity transaction.

 

Share based payments

Options are valued using the Black Scholes option pricing model or the Monte Carlo Simulation depending on the type of option issued. For each relevant option grant, individual valuation assumptions were assessed based upon conditions at the date of grant. The range of assumptions in the calculation of share based payments is given in note 26.

 

Non-underlying items

The Group presents certain items of income and expense as non-underlying in the consolidated statement of comprehensive income. Management primarily manage the business and measure performance based on the results of "underlying operations". Significant irregular and exceptional items are classified as "non-underlying" items and are excluded from the underlying measures. This is a judgemental area and is performed by Management.

 

 

Notes to the financial statements

 

1. Summary of significant accounting policies (continued)

 

Consolidation

 

Subsidiaries

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Accounting policies of subsidiaries are consistent with the policies adopted by the Group.

 

Joint arrangements

The Group applies IFRS 11 to all joint arrangements. Under IFRS 11 investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations of each investor. Circassia Pharmaceuticals plc has assessed the nature of its joint arrangements and determined them to be joint ventures. Joint ventures are accounted for using the equity method.

Under the equity method of accounting, interests in joint ventures are initially recognised at cost and adjusted thereafter to recognise the Group's share of the post-acquisition profits or losses and movements in other comprehensive income. When the Group's share of losses in a joint venture equals or exceeds its interests in the joint ventures (which includes any long-term interests that, in substance, form part of the Group's net investment in the joint ventures), the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint ventures.

Unrealised gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group's interest in the joint ventures. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of the joint ventures have been changed where necessary to ensure consistency with the policies adopted by the Group.

 

Segmental reporting

The Group had four business segments during 2017, Allergy, Respiratory, NIOX® and US AZ collaboration. This is consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance, has been identified as the Executive Directors, who make strategic decisions.

The allergy operating segment has been classified as a discontinued operation. Information about this discontinued segment is provided in note 10.

 

Discontinued operations

A discontinued operation is a component of the Group's business that represents a separate major line of business or geographical area of operations that will not be progressed in the future. Discontinued operations are presented on the income statement as a separate line and are shown net of tax. Cash flows relating to discontinued operations are disclosed in the notes.

The allergy programme costs and the associated research and development tax credit for the year ended 31 December 2016 have been reclassified as discontinued operations in the consolidated statement of comprehensive income in accordance with IFRS 5 requirements. The decision to treat the allergy business as discontinued was made on 25 April 2017 when the Group announced a decision to cease all further activities on the allergy programmes.

 

Clinical study expenses

Where payments to clinical study sites are made in advance for the purchase of stocks of materials for use in clinical studies, the relevant costs are included in receivables as prepaid clinical study expenses. Expenses are charged to the income statement as clinical study services are carried out by third party suppliers, or clinical study materials are received.

 

Financial instruments

The Group's financial instruments comprise cash and cash equivalents, short-term bank deposits, receivables and payables arising directly from operations.

Cash and cash equivalents comprise cash in hand and short-term deposits which have an original maturity of three months or less and are readily convertible into known amounts of cash. Such assets are classified as current, where management intend to dispose of the asset within 12 months of the end of the reporting period. Bank deposits with maturity of more than 12 months after the end of the reporting period are classified as non-current assets.

 

 

Notes to the financial statements

 

1. Summary of significant accounting policies (continued)

 

Where derivatives exist in the financial year, they are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value at each reporting date, with any resulting gain or loss recognised through profit or loss.

The Group does not have any committed borrowing facilities, as its cash, cash equivalents and short-term deposits are sufficient to finance its current operations. Cash balances are mainly held on short and medium term deposits with quality financial institutions, in line with the Group's policy to minimise the risk of loss. The main risks associated with the Group's financial instruments relate to interest rate risk and foreign currency risk (note 2).

 

Leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight line basis over the period of the lease.

 

Goodwill and Intangible assets

Intangible fixed assets, relating to goodwill, customer relationships, technology and intellectual property rights acquired through licensing or assigning patents and know-how are carried at historic cost, less accumulated amortisation, where the useful economic life of the asset is finite and the asset will probably generate economic benefits exceeding costs.

Amortisation is calculated using the straight line method to allocate the cost of intangible assets over their estimated useful lives, as follows:

Intangible asset

Estimated useful lives

IPR&D

5 - 16 years

Customer Relationships

18 years

Technology

15 - 20 years

Software

5 years

 

Goodwill arising on the acquisition of subsidiaries represents the excess of the consideration transferred, the amount of any non-controlling interests in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the CGUs, or groups of CGUs, that are expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.

Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of the CGU containing the goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs of disposal. Any impairment is recognised immediately as an expense and is not subsequently reversed.

Where an acquired intangible asset is not yet available for use in the manner intended by management, the asset is tested annually for impairment by allocating the assets to the CGUs to which they relate. Amortisation would commence when product candidates underpinned by the intellectual property rights become available for commercial use. Amortisation would be calculated on a straight line basis over the shorter of the remaining useful life of the intellectual property or the estimated sales life of the product candidates.

Expenditure on product development is capitalised as an intangible asset and amortised over the expected useful economic life of the product candidate concerned. Capitalisation commences from the point at which technical feasibility and commercial viability of the product candidate can be demonstrated and the Group is satisfied that it is probable that future economic benefits will result from the product candidate once completed. Capitalisation ceases when the product candidate receives regulatory approval for launch. No such costs have been capitalised to date.

Expenditure on research and development activities that do not meet the above criteria, including ongoing costs associated with acquired intellectual property rights and intellectual property rights generated internally by the Group, is charged to the income statement as incurred. Intellectual property and in-process research and development from acquisitions are recognised as intangible assets at fair value. Any residual excess of consideration over the fair value of net assets in an acquisition is recognised as goodwill in the financial statements.

 

Computer Software

Expenditure on software costs is capitalised as an intangible asset and amortised over the expected useful economic life of the software. Until such an asset is fully developed, the costs are capitalised and classified within intangibles assets as 'Software in development'. These costs are not amortised until the software has been fully developed and operational, at which point the total cost of the software development is amortised over its estimated useful life.

 

Notes to the financial statements

 

1. Summary of significant accounting policies (continued)

 

Investments

Investments in subsidiary companies are recognised and carried at cost less any identified impairment losses at the end of each reporting period. Investments are impaired where there is objective evidence that the estimated future cash flows of the investment have been affected.

 

Inventories

Inventories are valued at the lower of the acquisition cost and the net realisable value. The FIFO (first in, first out) principle is used to calculate the value of inventories. Inventories mainly comprise products for sale and stocks of components for the service activities in Sweden and the US. The acquisition value comprises all expenses for purchases. The net realisable value is the expected sale price less expected costs for preparation and selling. Write-downs of inventory occur in the general course of business and are recognised in cost of sales.

 

Impairment of non-financial assets

Assets that have an indefinite useful life, for example goodwill or intangible assets not ready for use, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. Charges or credits for impairment are passed through the income statement.

 

Business combinations under common control

Transactions relating to asset and liability transfers between two Group entities are accounted for by applying the predecessor value method whereby the acquired assets and liabilities are recorded at their existing carrying values on the date of transfer. No new goodwill arises in predecessor accounting.

 

Property, plant and equipment

Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of replaced parts is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

 

Depreciation is calculated using the straight line method to allocate the cost of assets over their estimated useful lives, as follows:

 

Property, plant and equipment

Depreciation rate

Leasehold improvements

Over the life of the unbreakable portion of the lease

Plant and equipment

10% - 33%

Fixtures and fittings

20%

 

Individually significant tangible assets that are intended to be held by the Group for use in the production or supply of goods and services or for administrative purposes and that are expected to provide economic benefit for more than one year are capitalised. All other assets of insignificant value are charged to the income statement in the year of acquisition.

Costs incurred relating to an asset that is not yet complete are capitalised and held as Assets under construction until they are brought into use. The asset is then transferred to the appropriate asset class and depreciated in line with the policy above.

 

Trade and other receivables

Trade receivables are carried at original invoice amount less any provisions for doubtful debts. Provisions are made where there is evidence of a risk of non-payment, taking into account ageing, previous experience and general economic conditions. When a trade receivable is determined to be uncollectable, it is written off, firstly against any provision available and then to the income statement. Subsequent recoveries of amounts previously provided for are credited to the income statement. Other receivables are recognised initially at fair value and subsequently measured at amortised cost, using the effective interest method, less provision for impairment. A provision for impairment of other receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables.

 

 

Notes to the financial statements

 

1. Summary of significant accounting policies (continued)

 

Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. They are initially recognised at fair value and subsequently held at amortised cost. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

 

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the amounts involved are significant, provisions are determined by discounting the expected future cash flows at a pre-tax rate which reflects the current market assessment of the time value of money and, when appropriate, the risks specific to the liability.

 

Where a leasehold property substantially ceases to be used for the Group's business, or a commitment is entered into which would cause this to occur, provision is made to the extent that the recoverable amount of the interest in the property is expected to be insufficient to cover the future obligations relating to the lease.

 

A charge for restructuring costs is taken to the income statement when the Group has approved a detailed and formal

restructuring plan, and the restructuring has either commenced or the Group has a constructive obligation, for example

having made an announcement publicly to the employee or the Group as a whole.

 

Deferred non-contingent consideration

Deferred non-contingent consideration is measured by discounting the liability, where the effect of the time value of money is material, using a pre-tax discount rate that reflects current market assessments of the time value of money and, when appropriate, the risks specific to the liability. Where discounting is used, the increase in the liability due to the passage of time is recognised as an interest expense in the income statement.

 

Contingent royalty consideration

In a business combination, future royalty payments owed to the seller are treated as contingent consideration. The contingent consideration is recognised as a liability, an asset or equity depending on its terms. A contingent consideration arrangement is initially measured at fair value on the acquisition date based on a tax-effected net present value basis of the future cash outflows. Contingent consideration that is classified as a liability is remeasured to fair value at each reporting date, with changes included in the income statement in the post-combination period until the uncertainty is resolved.

 

Cash and cash equivalents

In the consolidated statement of cash flows, cash and cash equivalents include cash in hand, deposits held on call with banks, and other short-term highly liquid investments with original maturities of three months or less from the date of original investment.

 

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

 

Employee benefit costs

The Group makes contributions to defined contribution personal pension schemes for its Directors and employees. The pension cost charge recognised in the year represents amounts payable by the Group to the funds. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due.

 

Share based payments

The Group operates a number of equity-settled, share based compensation plans, under which the entity receives services from employees as consideration for equity instruments (options) of the Group. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted:

 

- including the effect of any market performance conditions (for example, an entity's share price);

- excluding the impact of any service and non-market performance vesting conditions (for example, profitability, sales growth targets and remaining an employee of the entity over a specified time period); and

- including the impact of any non-vesting conditions (for example, the requirement for employees to save).

 

Non-market performance and service conditions are included in assumptions about the number of options that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.

 

 

Notes to the financial statements

 

1. Summary of significant accounting policies (continued)

 

The grant by the Company of options over its equity instruments to the employees of subsidiary undertakings in the Group is treated as a capital contribution. The fair value of employee services received, measured by reference to the grant date fair value, is recognised over the vesting period as an increase to investment in subsidiary undertakings, with a corresponding credit to equity in the parent entity financial statements.

The Group's employees participate in various share option schemes as disclosed in note 26. Equity settled share based payments are measured at fair value at the date of grant and expensed on a straight line basis over the vesting period of the award. At the end of each reporting period the Group revises its estimate of the number of options with non-market performance conditions that are expected to become exercisable. The financial consequences of revisions to the original estimates, if any, are recognised in the income statement, with a corresponding adjustment to equity.

The fair value of share options is measured using either the Black Scholes option pricing model or the Monte Carlo Simulation. This is dependent on the conditions attached to each of the issued options. Where conditions are non-market based the Black Scholes option pricing model is used. Where market based conditions are attached to options, the fair value is determined using the Monte Carlo Simulation.

 

Other employee benefits

The expected cost of compensated short-term absence (e.g. holidays) is recognised when employees render services that increase their entitlement. An accrual is made for holidays earned but not taken, and prepayments recognised for holidays taken in excess of days earned.

 

Revenue

 

Revenue comprises the fair value of consideration received or receivable for the sale of goods and services in the ordinary course of the Group's activities. Revenue is shown net of value added tax and trade discounts and after elimination of intra-Group sales. Income is reported as follows:

 

Sale of goods

The Group sells medical technology equipment that enables inflammation of the airways to be measured as well as consumable items and spare parts. Sales are reported as income when the significant risks and benefits have transferred to the buyer and the seller no longer has any significant control over the goods. The Group provides 12 month guarantees for certain products and includes a provision for estimated future claims.

 

Rendering of services

Under the AstraZeneca collaboration agreement, the Group promotes the chronic obstructive pulmonary disease (COPD) treatment Tudorza® in the United States. Revenues recognised are the amounts invoiced to AstraZeneca pursuant to the right to collaborate with AstraZeneca on the commercialisation and development of Tudorza® in the United States. Revenue is recognised in the accounting periods in which the services are rendered.

 

Licence income

Technology and product licensing revenue represents amounts earned for licences granted under licensing agreements, including up-front payments, milestone payments and technology access fees. Revenues are recognised when this income becomes non-refundable under the terms of the licence and where the Group's obligations related to the revenues have been completed. Refundable licensing revenue is treated as deferred until such time that it is no longer refundable. In general, up-front payments are deferred and amortised in line with the period of development. Milestone payments relating to defined project achievements are recognised as income when the milestone is accomplished.

Royalty revenue is recognised on an accrued basis and represents income earned as a percentage of product sales in accordance with the relevant agreement net of any amounts contractually payable to others under the terms of the relevant royalty agreement.

 

Foreign currency translation

Monetary assets and liabilities in foreign currencies are translated into Sterling at the rates of exchange ruling at the end of the financial year. Transactions in foreign currencies are translated into Sterling at the rates of exchange ruling at the date of the transaction. Foreign exchange differences are taken to the income statement in the year in which they arise and presented within 'Other gains and losses'. Previously foreign exchange differences were presented within 'Finance costs or income'. The change in the presentation reflects the fact that historically the foreign exchange differences were to a large extent driven by movements on foreign cash balances whereas following the AstraZeneca collaboration agreement the foreign exchange differences also arise from translation of monetary liabilities and as such the change in presentation to 'Other gains and losses' was deemed appropriate. This constitutes a voluntary change in accounting policy and has been applied retrospectively in the financial statements resulting in 2016 total finance income reducing by £5.2 million and Other gains increasing by £5.2 million. Had the foreign exchange differences for 2017 been presented within 'Finance costs or income', total finance income would have been £7.2 million higher and other gains £7.2 million lower. There has been no impact to total loss for the current or previous financial year as a result of the policy change. Had the current policy been applied to 2015 financial results total finance income would have been £1.8 million lower and other gains £1.8 million higher with no impact on total loss for the financial year.

 

 

Notes to the financial statements

 

1. Summary of significant accounting policies (continued)

 

Foreign exchange differences on translation of foreign operations into the Group presentational currency, are recognised as a separate element of other comprehensive income. Cumulative exchange differences are presented in a separate component of equity entitled Translation reserve.

 

Taxation including deferred tax

The charge for current tax is based on the results for the year, adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted at the end of each reporting 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 statements at the year end represents the credit receivable by the Group for the year and adjustments to prior years.

 

Deferred tax is accounted for using the liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial information and the corresponding tax bases used in the computation of taxable profit. In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

 

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

 

Deferred tax is calculated at the average tax rates that are expected to apply to the period when the asset is realised or the liability is settled. Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity.

 

2. Financial and capital risk management

 

Capital risk management

The Group's objectives when managing capital are to safeguard the ability to continue as a going concern and ensure that sufficient capital is in place to fund the Group's activities. The Group's principal method of adjusting the capital available has been through issuing new shares. During 2017, the Company issued 47,355,417 Ordinary shares with a value of $50 million to AstraZeneca (AZ) as part of the consideration to secure certain US commercial rights to Tudorza® and Duaklir®. The Group's capital is comprised of share capital and share premium, which are disclosed in notes 25 and 27 respectively. The Group monitors the availability of capital with regard to its forecast future expenditure on an ongoing basis.

 

Transaction and translation risk

Foreign exchange fluctuations may adversely affect the Group's results and financial condition. The Group prepares its financial statements in Pound sterling, but a significant proportion of its expenditure and subsidiary results are in various currencies including US dollars, Swedish krona and Euros. The Group does not currently hedge against translation risk.

 

Financial risk factors

The Group's simple structure and the lack of external debt financing reduces the range of financial risks to which it is exposed. Monitoring of financial risk is part of the Board's ongoing risk management, the effectiveness of which is reviewed annually. The Group's agreed policies are implemented by the Chief Executive Officer, who submits periodic reports to the Board.

 

Foreign exchange risk

The majority of operating costs are denominated in Sterling, United States dollars, Euro or Swedish krona. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities.

In relation to foreign currency risk, the Group's policy is to hold the majority of its funds in Sterling, monitor foreign currency rates and purchase foreign currency at spot rates.

The change in foreign exchange rates that is assessed to be reasonably likely for each currency in 2017 is 10% (2016: 15%).

At 31 December 2017, if the Euro had weakened/strengthened by 10% against Sterling with all other variables held constant, the post tax loss for the year would have been £0.4 million (2016: £1.6 million) lower/higher, as a result of net foreign exchange gains/losses on translation of Euro-denominated payables, receivables and foreign exchange losses/gains on translation of Euro-denominated bank balances.

The impact on post tax loss at 31 December 2017 of a 10% weakening/strengthening of the US dollar against Sterling with all other variables held constant would have been a decrease/increase of £2.7 million (2016: £0.6 million).

 

Notes to the financial statements

 

2. Financial and capital risk management (continued)

 

The Group is also exposed to currency translation risk in respect of the foreign currency denominated assets and liabilities of its overseas subsidiaries. At present, the Group does not consider this to be a significant risk since the Group does not intend to move assets between Group companies.

 

Interest rate risk

The Group's policy in relation to interest rate risk is to monitor short and medium term interest rates and to place cash on deposit for periods that optimise the amount of interest earned while maintaining access to sufficient funds to meet day to day cash requirements.

The Group does not have any committed external borrowing facilities, as its cash and cash equivalents and short-term deposit balances are sufficient to finance its current operations. Consequently, there is no material exposure to interest rate risk in respect of interest payable.

If interest rates had been 10 basis points higher/lower the impact on net loss in 2017 would have been an increase/decrease of £0.1 million (2016: £0.1 million) due to changes in the amount of interest receivable.

 

Credit risk

The Group's policy following Admission to the London Stock Exchange is to place funds with financial institutions which have a minimum credit rating with Fitch IBCA of A- long term / F1 short-term. During 2017 the Group placed funds on deposit with 6 banks (2016: 7 banks). The Group does not allocate a quota to individual institutions but seeks to diversify its investments, where this is consistent with achieving competitive rates of return. It is the Group's policy to place not more than £35 million (or the equivalent in other currencies) with any one counterparty.

The value of financial instruments held represents the maximum exposure that the Group has to them. There is no collateral held for this type of credit risk.

 

No credit limits were exceeded during any of the periods reported, and management does not expect any material losses from non-performance by these counterparties.

 

Cash flow and liquidity risk

Funds are generally placed on deposit with the maturity profile of investments being structured to ensure that sufficient liquid funds are available to meet operating requirements. The Directors do not consider that there is presently a material cash flow or liquidity risk.

 

The table below analyses the Group's financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. Financial liabilities outstanding for periods greater than one year in 2017 include non-contingent consideration, contingent royalty consideration and R&D contributions payable to AtraZeneca. There were no financial liabilities outstanding for periods greater than one year in 2016. The amounts disclosed in the table are the contracted cash flows discounted to present value where such impact is material:

 

 

At 31 December

 

Less than 1 year

2017

£m

Over 1 year

2017

£m

Less than 1 year

2016

£m

Non-contingent consideration

-

68.7

-

Contingent consideration

-

33.6

-

Trade and other payables

30.8

20.4

21.5

Total

30.8

122.7

21.5

 

 

Derivative financial instruments and hedging

There were no derivatives at 31 December 2017 or 31 December 2016.

 

 

3. Operating segments

 

The chief operating decision-maker (the Executive Directors) is responsible for making key operating decisions in the Group. Assessment of performance and decisions regarding the allocation of resources are made by operating segment. The 2017 operating segments are identified within the Group by product portfolios:

 

- NIOX® relates to the portfolio of products used to improve asthma diagnosis and management by measuring fractional exhaled nitric oxide (FeNO);

- Respiratory relates to the portfolio of asthma and chronic obstructive pulmonary disease product candidates; and

- US AZ collaboration relates to the US collaboration agreement with AstraZeneca regarding the commercialisation of Tudorza® and of Duaklir® once approved.

 

The allergy operating segment has been classified as a discontinued operation. Information about this discontinued segment is provided in note 10.

 

There were no sales between the segments in either reporting year.

 

An impairment charge of £37.0 million in respiratory segment relates to three IPR&D intangible assets, see note 16 for further detail.

 

The table below presents information regarding the Group's operating segments for the years ended 31 December 2017 and 2016. Costs shared between the segments are not allocated to individual segments for decision making purposes. These are disclosed under the column headed 'Unallocated'.

 

Segment operating loss

 

Year ended 31 December 2017

NIOX®

Respiratory

US AZ collaboration

Unallocated

Total

£m

£m

£m

£m

£m

Revenue (from external customers by country, based on the destination of the customer)

US

9.5

-

19.0

-

28.5

EU

8.4

-

-

-

8.4

Asia Pacific

9.3

-

-

-

9.3

Rest of world

0.1

-

-

-

0.1

Total segment revenue

27.3

-

19.0

-

46.3

Research and development

(4.4)

(39.6)

(45.1)

(8.3)

(97.4)

Sales and marketing

(32.6)

-

(16.8)

(0.2)

(49.6)

Administrative expenses

-

-

-

(10.9)

(10.9)

Other

(10.0)

-

-

-

(10.0)

Operating loss from continuing operations

(19.7)

(39.6)

(42.9)

(19.4)

(121.6)

Depreciation, amortisation & impairment included in the expenditure above

(4.2)

(37.0)

-

(0.7)

(41.9)

Year ended 31 December 2016

Restated1

NIOX®

Respiratory

US AZ collaboration

Unallocated

Total

 

£m

£m

£m

£m

£m

Revenue (from external customers by country, based on the destination of the customer)

US

7.8

-

-

-

7.8

EU

7.8

-

-

-

7.8

Asia Pacific

7.4

-

-

-

7.4

Rest of world

0.1

-

-

-

0.1

Total segment revenue

23.1

-

-

-

23.1

Research and development

(9.7)

(6.8)

-

(1.3)

(17.8)

Sales and marketing

(27.2)

-

-

-

(27.2)

Administrative expenses

(4.8)

-

-

(10.1)

(14.9)

Other

(8.0)

-

-

-

(8.0)

Operating loss from continuing operations

(26.6)

(6.8)

-

(11.4)

(44.8)

Depreciation and amortisation included in R&D, S&M and G&A expenditure above

(4.4)

(0.4)

-

(0.5)

(5.3)

 

1 Restated to show the results of the allergy business in discontinued operations, see note 10 for further details

 

 

Notes to the financial statements

 

3. Operating segments (continued)

 

Assets by segment

 

As at 31 December 2017

NIOX®

Respiratory

US AZ collaboration

Unallocated

Total

£m

£m

£m

£m

£m

Cash, cash equivalents and short term deposits

3.7

-

-

55.8

59.5

Property, plant and equipment

-

-

-

1.4

1.4

Goodwill

5.4

4.4

0.2

-

10.0

Intangible assets

56.1

70.6

73.0

-

199.7

Deferred tax assets

-

-

-

15.7

15.7

Investment in joint venture

-

-

-

0.5

0.5

Prepayment for business combination

-

-

77.9

-

77.9

Non-current tax assets

-

-

-

7.3

7.3

Inventories

-

-

-

5.0

5.0

Trade and other receivables

-

-

-

18.9

18.9

Current tax assets

-

-

-

6.5

6.5

Total assets

65.2

75.0

151.1

111.1

402.4

Aa at 31 December 2016

NIOX®

Respiratory

US AZ collaboration

Unallocated

Total

£m

£m

£m

£m

£m

Cash, cash equivalents and short term deposits

7.3

3.5

-

106.6

117.4

Property, plant and equipment

-

-

-

1.4

1.4

Goodwill

5.3

4.4

-

-

9.7

Intangible assets

59.5

107.6

-

-

167.1

Deferred tax assets

-

-

-

16.6

16.6

Investment in joint venture

-

-

-

0.9

0.9

Inventories

-

-

-

4.6

4.6

Trade and other receivables

-

-

-

7.7

7.7

Current tax assets

-

-

-

8.7

8.7

Total assets

72.1

115.5

-

146.5

334.1

 

4. Revenue

 

The Group derives the following types of revenue:

 

 

2017

£m

2016

£m

Sale of goods

27.2

23.0

Rendering of services

19.0

-

Licence and milestone revenue

0.1

0.1

Total revenue

46.3

23.1

 

5. Employees and directors

 

The average monthly number of persons (including Executive Directors) employed by the Group during the year was:

 

 

By activity

2017

Number

2016

Number

Office and management

42

46

Sales and marketing

256

138

Research and development

68

107

Total average headcount

366

291

 

The average number of administration staff employed by the Company during the year, including Executive Directors, was 2 (2016: 2).

 

Employee benefit costs

Group

Company

 

 

2017

£m

2016

£m

2017

£m

2016

£m

Wages and salaries

39.6

28.1

1.4

1.1

Social security costs

3.2

2.8

0.2

0.2

Other pension costs

1.5

1.2

0.1

0.1

Share options expense

2.5

2.4

-

-

Total employee benefit costs

46.8

34.5

1.7

1.4

 

The Group contributes to defined contribution pension schemes for its Executive Directors and employees. Contributions of £95,356 (included in other payables) were payable to the funds at the year end (2016: £101,236).

 

Notes to the financial statements

 

5. Employees and directors (continued)

 

The details of Directors of the Group who received emoluments from the Group during the year are shown in the Annual report on remuneration in the Remuneration Committee report.

 

Key management personnel

 

Key management personnel during the year included Directors (Executive and Non-Executive), the Chief Commercial Officer (to 2 March 2017), Senior VP of Commercial US (from 1 July 2017), the General Counsel and Chief Compliance Officer, VP of Human Resources and the Chief Business Officer. The compensation paid or payable to key management is set out below.

 

 

 

2017

£m

2016

£m

Short term employee benefits (including bonus)

3.0

2.3

Post-employment benefits

0.2

0.2

Share based payment

0.8

1.5

Total

4.0

4.0

 

6. Other gains and losses

 

 

2017

2016

Restated1

£m

£m

Change in fair value of contingent Duaklir® royalty consideration

3.2

-

Net foreign exchange (loss) / gain

(1.1)

5.2

Foreign exchange gain on non-underlying items

8.3

-

Total other gains and losses

10.4

5.2

 

1 Restated to show Foreign exchange differences within 'Other gains and losses' (previously shown within 'Finance income and costs'.

 

Foreign exchange gains on non-underlying items of £8.3 million (2016: £nil) is made up of £5.4 million foreign exchange gain on the non-contingent consideration and £2.9 million foreign exchange gain on the contingent royalty consideration. See note 11 and note 35 for further details.

 

7. Finance income and costs

 

 

2017

2016

Restated1

£m

£m

Finance costs:

Bank charges and interest payable

(0.1)

(0.1)

Non-contingent consideration: unwinding of discount

(2.7)

-

Total finance costs

(2.8)

(0.1)

Finance income:

Bank interest receivable

0.4

0.9

Total finance income

0.4

0.9

 

1 Restated to show Foreign exchange differences within 'Other gains and losses'

 

 

Notes to the financial statements

 

8. Operating expenses

 

Operating loss is stated after charging the following:

2017

£m

2016

£m

Employee benefit costs (note 5)

46.8

34.5

Externally contracted research and development (1)

52.7

27.6

Marketing costs

10.0

5.8

Legal and professional fees including patent costs

3.6

5.1

Depreciation (2)

0.8

0.7

Amortisation (2)

4.1

4.6

Impairment of goodwill and other intangible assets

37.0

74.8

Operating lease

0.8

1.6

 

(1) Includes AZ R&D contribution, see note 11

(2) Depreciation and amortisation is included on the face of the statement of comprehensive income within 'Research and development costs', 'Sales and marketing' and 'Administrative expenses'

 

9. Auditors' remuneration

 

Services provided by the Group's auditors and their associates

During the year the Group obtained services from the auditors as detailed below:

 

2017

£m

2016

£m

Fees payable to the Group's auditors and their associates for the audit of the parent company and consolidated financial statements

0.2

0.2

Fees payable to the Group's auditors and their associates for other services:

The audit of the Company's subsidiaries

0.1

0.1

Other assurance services (1)

0.2

0.3

Total

0.5

0.6

 

(1) Other assurance services in 2017 and 2016 mainly relate to reporting accountant services performed on prospective acquisitions. 2017 costs were offset against the share premium reserve.

 

10. Discontinued operations

 

On 25 April 2017, following the receipt of the house dust mite allergy study results, it was announced that Circassia would no longer continue development of the allergy programmes. Therefore, the allergy programme costs and the associated research and development tax credit for the year ended 31 December 2016 have been reclassified as discontinued operations in the consolidated statement of comprehensive income to comply with IFRS 5 requirements.

 

Loss for the year

Notes

2017

2016

£m

£m

Expenditure

(6.3)

(31.9)

Goodwill and intangible assets impairment

-

(74.8)

Share of (loss)/profit of joint venture

18

(0.2)

0.6

Loss before tax

(6.5)

(106.1)

Taxation

12

1.0

5.6

Loss from discontinued operations

(5.5)

(100.5)

 

Cash flow

2017

2016

£m

£m

Net cash outflow from operating activities

(8.7)

(22.5)

Net decrease in cash from discontinued operations

(8.7)

(22.5)

 

 

Notes to the financial statements

 

11. Non-underlying items

 

Management primarily manage the business and measure performance based on the results of "underlying operations". Significant irregular and exceptional items are classified as "non-underlying" items and are excluded from the underlying measures. The following non-underlying items have been recognised in the income statement for the year:

 

Notes

2017

£m

2016

£m

Restated1

Charged to research and development costs

AZ R&D contribution

(45.1)

-

Intangible assets impairment

(37.0)

-

Restructuring costs

-

(0.5)

(82.1)

(0.5)

Charged to sales and marketing costs

Restructuring costs

-

(0.2)

-

(0.2)

Credited/(charged) to administrative expenses

Restructuring costs

0.1

(0.3)

0.1

(0.3)

Credited to other gains and losses

Foreign exchange movement on non-contingent consideration

35

5.4

-

Revaluation of contingent royalty consideration

35

3.2

-

Foreign exchange movement on contingent royalty consideration

35

2.9

-

11.5

-

Charged to finance costs

Non-contingent consideration: unwinding of discount

35

(2.7)

-

(2.7)

-

Loss before tax

(73.2)

(1.0)

Credited to taxation

16.5

-

Loss from continuing operations

(56.7)

(1.0)

Loss from discontinued operations

10

(5.5)

(100.5)

Total loss

(62.2)

(101.5)

Items that may be subsequently reclassified to profit or loss

Share of other comprehensive income of joint venture

-

0.1

Total

(62.2)

(101.4)

 

1 Restated to show the results of the allergy business in discontinued operations, see note 10 for further details

 

AZ R&D contribution

The cost relates to one-off R&D contribution of £45.1 million for Tudorza® and Duaklir® product development. An R&D tax credit of £10.2 million related to this expenditure is included in the taxation line for non-underlying items.

 

Intangible assets impairment

Impairments totalling £37.0 million (2016: £nil) relating to the respiratory portfolio were recognised in the year. Further disclosures are given in note 16. The resulting £6.3 million reduction in a deferred tax liability is included in the taxation line for non-underlying items.

 

Restructuring costs

Restructuring costs comprise cost optimisation initiatives including severance payments, compensation for loss of office, property and other contract termination costs.

 

Non-contingent consideration

The £5.4 million foreign exchange movement on non-contingent consideration relates to the impact of the weakening Dollar on translation of the $100 million deferred non-contingent consideration payable to AstraZeneca. The consideration was measured by discounting the liability with £2.7 million increase in the liability due to the passage of time (unwinding of discount) recognised as a finance cost in the year.

 

Contingent royalty consideration 

Contingent royalty consideration relates to the amount of royalties payable to AstraZeneca on the future Duaklir® sales. The liability was remeasured to fair value at the year end with the resulting £3.2 million gain recorded in other gains in the income statement. The £2.9 million foreign exchange movement relates to the impact of the weakening Dollar on translation of the contingent royalty consideration.

 

 

Notes to the financial statements

 

11. Non-underlying items (continued)

 

Loss from discontinued operations

The costs relating to the discontinued allergy operation are deemed to be an exceptional item to be excluded from the underlying operations, see note 10 for further details.

 

12. Taxation

 

The Group is entitled to claim tax credits in the United Kingdom for certain research and development expenditure. The amount included in the financial statements for the years ended 31 December 2017 and 2016 represents the credit receivable by the Group for the year and adjustments to prior years. The 2017 amounts have not yet been agreed with the relevant tax authorities.

 

 

2017

£m

2016

£m

Current tax

United Kingdom corporation tax research and development credit

(13.8)

(8.6)

Adjustments in respect of prior year

(0.2)

(0.2)

Total current tax

(14.0)

(8.8)

Deferred tax

Decrease / (increase) in deferred tax assets

0.6

(0.8)

(Decrease) / increase in deferred tax liabilities

(7.0)

0.6

Adjustments in respect of prior year

(0.6)

1.5

Total deferred tax

(7.0)

1.3

Total tax

(21.0)

(7.5)

Tax is attributable to:

Loss on continuing operations

(20.0)

(1.9)

Loss on discontinued operations

(1.0)

(5.6)

(21.0)

(7.5)

 

The tax credit for the year is lower (2016: lower) than the standard rate of corporation tax in the UK of 19.25% (2016: 20%). The differences are explained below:

 

 

2017

£m

2016

£m

Loss from continuing operations before tax

(113.6)

(38.8)

Loss from discontinued operation before tax

(6.5)

(106.1)

Loss before tax

(120.1)

(144.9)

Loss on ordinary activities before tax multiplied by the standard rate of corporation tax in the UK of 19.25% (2016: 20%)

(23.1)

(29.0)

Expenses not deductible for tax purposes (permanent differences)

0.5

15.6

Temporary timing differences on employee share options

-

0.2

Research & development relief uplift

(5.8)

(3.5)

Adjustments in respect of prior year

(0.8)

1.3

Tax losses for which no deferred income tax asset was recognised

8.2

7.9

Tax credit for the year

(21.0)

(7.5)

 

At 31 December 2017, the Group has tax losses to be carried forward of approximately £354.7 million (2016: £292.8 million).

 

At 31 December 2017, the Group has tax assets arising from tax credits in the United Kingdom for certain research and development expenditure of £13.8 million (2016: £8.7 million). Of this £7.3 million tax is receivable after more than one year and is classified as a non-current tax asset.

 

A reduction in the rate of UK corporation tax to 17% from 1 April 2020 has been substantively enacted. UK deferred tax assets and liabilities are recognised at a rate of 17% (2016: 17%).

 

 

Notes to the financial statements

 

13. Loss per share

 

Basic loss per share is calculated by dividing the loss attributable to ordinary equity holders of the Company by the weighted average number of Ordinary shares in issue during the year.

 

For the year ended 31 December 2017

Continuing operations

Underlying operations

Non-underlying operations

Total

Discontinued operations

Total

Loss attributable to ordinary equity owners of the parent company (£m)

(36.9)

(56.7)

(93.6)

(5.5)

(99.1)

Weighted average number of Ordinary shares in issue (Number)

319,541,498

319,541,498

319,541,498

319,541,498

319,541,498

Loss per share

(0.11)

(0.18)

(0.29)

(0.02)

(0.31)

 

For the year ended 31 December 2016

Restated1

Continuing operations

Underlying operations

Non-underlying operations

Total

Discontinued operations

Total

Loss attributable to ordinary equity owners of the parent company (£m)

(35.9)

(1.0)

(36.9)

(100.5)

(137.4)

Weighted average number of Ordinary shares in issue (Number)

284,889,171

284,889,171

284,889,171

284,889,171

284,889,171

Loss per share

(0.13)

(0.00)

(0.13)

(0.35)

(0.48)

 

1 Restated to show the results of the allergy business in discontinued operations, see note 10 for further details.

 

As net losses from continuing operations were recorded in 2017 and 2016, the dilutive potential shares are anti-dilutive and therefore were excluded from the earnings per share calculation.

 

14. Property, plant and equipment

 

Leasehold improvements

Fixtures and fittings

Plant and equipment

Total property, plant and equipment

Group

£m

£m

£m

£m

At 1 January 2016

Cost

0.5

0.1

1.2

1.8

Accumulated depreciation

(0.2)

-

(0.3)

(0.5)

Net book amount

0.3

0.1

0.9

1.3

Year ended 31 December 2016

Opening net book amount

0.3

0.1

0.9

1.3

Additions

0.1

0.1

0.5

0.7

Depreciation

(0.2)

(0.1)

(0.4)

(0.7)

Exchange differences

-

0.1

-

0.1

Closing net book amount

0.2

0.2

1.0

1.4

At 31 December 2016

Cost

0.6

0.3

1.7

2.6

Accumulated depreciation

(0.4)

(0.1)

(0.7)

(1.2)

Net book amount

0.2

0.2

1.0

1.4

Year ended 31 December 2017

Opening net book amount

0.2

0.2

1.0

1.4

Additions

0.2

0.2

0.4

0.8

Depreciation

(0.1)

(0.1)

(0.6)

(0.8)

Closing net book amount

0.3

0.3

0.8

1.4

At 31 December 2017

Cost

0.8

0.5

2.1

3.4

Accumulated depreciation

(0.5)

(0.2)

(1.3)

(2.0)

Net book amount

0.3

0.3

0.8

1.4

 

Notes to the financial statements

 

15. Goodwill

 

 

2017

£m

2016

£m

At 1 January

Cost

84.2

81.2

Accumulated impairment

(74.5)

-

Net book amount

9.7

81.2

Year ended 31 December

Opening net book amount

9.7

81.2

Acquisition of business (note 35)

0.2

-

Impairment

-

(74.5)

Exchange differences

0.1

3.0

Closing net book amount

10.0

9.7

At 31 December

Cost

84.5

84.2

Accumulated impairment

(74.5)

(74.5)

Net book amount

10.0

9.7

 

During 2017, Circassia entered into a collaboration agreement with AstraZeneca to commercialise Tudorza® and Duaklir®. The £0.2 million of goodwill relates to the Duaklir® business combination only. In the event that the Option over Tudorza® becomes exercisable, a further business combination is expected to occur, potentially resulting in the recognition of additional goodwill. This collaboration to commercialise Tudorza® and Duaklir® products is considered to be a new CGU.

 

In 2016, following the cat allergy immunotherapy phase III study results, the Allergy portfolio value was written off in full resulting in the impairment charge for the Allergy CGU of £74.5 million.

 

The carrying value of goodwill, translated at year end exchange rates, is allocated to the following CGUs:

 

2017

2016

Cash generating unit

£m

£m

NIOX®

5.4

5.3

Respiratory

4.4

4.4

AstraZeneca collaboration

0.2

-

10.0

9.7

 

The recoverable amount of the CGUs is assessed using a value in use model. Value in use is calculated as the net present value of the projected risk-adjusted pre-tax cash flows plus a terminal value of the CGU to which the goodwill is allocated. The NIOX® CGU valuation basis was changed to a value in use model (2016: a fair value less costs of disposal model) as a result of the changes to the business during the year following the AstraZeneca collaboration agreement. In addition, US operation assets are now shared between the NIOX® and AstraZeneca collaboration CGUs which resulted in assets being allocated between the two CGUs.

 

The value in use for the Respiratory CGU was calculated over a ten year period using a discount factor of 13% (being a weighted average cost of capital rate for the CGU). The calculations use risked pre-tax cash flow projections. In light of the stage of development of the product candidates these cover a ten year period. Cash flows beyond the ten year period were extrapolated using the estimated terminal growth rate stated below. The growth rate does not exceed the long-term average growth rate for the business. The discount rate used is pre-tax and reflects specific risks relating to the Group and uncertainties surrounding the cash flow projections, particularly in relation to the assumed successful launch of the Group's products in the expected timeframe and the resulting sales.

 

 

Notes to the financial statements15. Goodwill (continued)

 

The value in use for the NIOX® CGU was calculated over a ten year period using a discount factor of 10% (being a weighted average cost of capital rate for the CGU). The calculations use pre-tax cash flow projections. Cash flows over ten years have been considered appropriate based on the product lifecycle. Cash flows beyond the ten year period were extrapolated using the estimated terminal growth rate stated below. The growth rate does not exceed the long-term average growth rate for the business. The discount rate used is pre-tax and reflects specific risks relating to the Group and uncertainties surrounding the cash flow projections.

 

The value in use for the AstraZeneca collaboration CGU was calculated over a ten year period using a discount factor of 11.5% (being a weighted average cost of capital rate for the CGU). The calculations use risked pre-tax cash flow projections. Cash flows over ten years have been considered appropriate based on the product lifecycle. Cash flows beyond the ten year period were extrapolated using the estimated terminal growth rate stated below. The growth rate does not exceed the long-term average growth rate for the business. The discount rate used is pre-tax and reflects specific risks relating to the Group and uncertainties surrounding the cash flow projections.

 

The key assumptions used for the valuations of the CGUs are as follows:

 

Respiratory CGU

Valuation basis

Value in use

Anticipated launch dates

Group product candidate portfolio 2018 - 2027

Research and development costs

Based on management forecasts of clinical study costs for its product candidates, as well as related expenses associated with the regulatory approval process and commercialisation

Sales value, volume and growth rates

Estimates of sales value, volume and growth rates are internal forecasts based on both internal and external market information and market research commissioned by the Company

Advertising and promotion investment

Based on management forecasts of advertising and promotion required in the key territories

Profit margins

Margins reflect management's forecasts of sales values and costs of manufacture adjusted for its expectations of market developments

Period of specified projected cash flows

10 years

Terminal growth rate

Terminal growth rates based on management's estimate of future long term average growth rate

2017 - 1%

2016 - 1%

Discount rate

Discount rates based on weighted average cost of capital for the CGU, adjusted where appropriate.

2017 -13%

2016 - 13%

 

NIOX CGU

Valuation basis

Value in use

Research and development costs

Based on management forecasts of testing and development costs for its product candidates, as well as related expenses associated with the regulatory approval process and commercialisation

Sales value, volume and growth rates

Estimates of sales value, volume and growth rates are internal forecasts based on both internal and external market information and market research commissioned by the Company

Advertising and promotion investment

Based on management forecasts of advertising and promotion required in the key territories

Profit margins

Margins reflect management's forecasts of sales values and costs of manufacture adjusted for its expectations of market developments

Period of specified projected cash flows

10 years

Terminal growth rate

Terminal growth rates based on management's estimate of future long term average growth rate

2017 - 1%

2016 - 1%

Discount rate

Discount rates based on weighted average cost of capital for the CGU, adjusted where appropriate.

2017 -10%

2016 - 10%

 

 

Notes to the financial statements

15. Goodwill (continued)

 

AstraZeneca collaboration CGU

Valuation basis

Value in use

Anticipated launch dates

2019

Research and development costs

Based on contractual clinical study costs per the Collaboration Agreement with AstraZeneca

Sales value, volume and growth rates

Estimates of sales value, volume and growth rates are internal forecasts based on both internal and external market information and market research commissioned by the Company

Advertising and promotion investment

Based on management forecasts of advertising and promotion required in the key territories

Profit margins

Margins reflect management's forecasts of sales values and costs of manufacture adjusted for its expectations of market developments

Period of specified projected cash flows

10 years

Terminal growth rate

Terminal growth rates based on management's estimate of future long term average growth rate

2017 - 1%

2016 - n/a%

Discount rate

Discount rates based on weighted average cost of capital for the CGU, adjusted where appropriate.

2017 - 11.5%

2016 - n/a

 

In each case the valuations of Respiratory, NIOX® and AstraZeneca collaboration indicate sufficient headroom such that a change to key assumptions that are reasonably possible is unlikely to result in an impairment of the related goodwill.

 

Impact of possible changes in key assumptions

Unsuccessful development of two product candidates in the Respiratory CGU

Management have, in their sensitivity analysis, assessed the impact of the possibility that the development of two product candidates in the Respiratory CGU is unsuccessful.

 

Reduction in revenue growth in the NIOX® and AstraZeneca collaboration CGUs

Management have, in their sensitivity analysis, assessed the impact of the possibility that sales growth in the NIOX® and AstraZeneca collaboration CGUs is less than that of internal forecasts.

 

No change in the key assumptions mentioned above would have resulted in a goodwill or intangible assets impairment charge.

 

As discussed in the Chairman's statement and Operating review, the Group's strategy has been changed and it now intends to out-license / partner the rights to the respiratory portfolio and the impact of this change will need to be factored into impairment reviews in the future.

 

 

Notes to the financial statements16. Intangible assets

 

 

 

IPR&D

 

 

Customer relationships

 

 

 

Technology

 

 

 

Other

 

Total intangible assets

Group

£m

£m

£m

£m

£m

At 1 January 2016

Cost

88.9

30.8

46.8

1.8

168.3

Accumulated amortisation and impairment

-

(0.9)

(0.9)

(0.9)

(2.7)

Net book amount

88.9

29.9

45.9

0.9

165.6

Year ended 31 December 2016:

Opening net book amount

88.9

29.9

45.9

0.9

165.6

Amortisation charge

(0.1)

(1.8)

(2.0)

(0.7)

(4.6)

Impairment charge

-

-

-

(0.3)

(0.3)

Exchange differences

-

3.3

3.0

0.1

6.4

Closing net book amount

88.8

31.4

46.9

-

167.1

At 31 December 2016

Cost

88.9

34.3

50.0

1.6

174.8

Accumulated amortisation and impairment

(0.1)

(2.9)

(3.1)

(1.6)

(7.7)

Net book amount

88.8

31.4

46.9

-

167.1

Year ended 31 December 2017:

Opening net book amount

88.8

31.4

46.9

-

167.1

Acquisition of business (note 35)

73.0

-

-

-

73.0

Amortisation charge

(0.1)

(1.9)

(2.1)

-

(4.1)

Impairment charge

(37.0)

-

-

-

(37.0)

Exchange differences

0.1

0.3

0.3

-

0.7

Closing net book amount

124.8

29.8

45.1

-

199.7

At 31 December 2017

Cost

161.9

34.6

50.3

1.6

248.4

Accumulated amortisation and impairment

(37.1)

(4.8)

(5.2)

(1.6)

(48.7)

Net book amount

124.8

29.8

45.1

-

199.7

 

An impairment test is performed annually based on the value in use of the intangible assets.

 

The Group tests annually whether goodwill and intangible assets have suffered any impairment and tests more frequently when events or circumstances indicate that the current carrying value may not be recoverable.

 

Key assumptions and sensitivities used in the impairment review at a CGU level are disclosed in note 15. In addition, the Group performs impairment reviews in relation to individual assets.

 

An impairment of £31.0 million has been recognised for the Seretide® pMDI substitute to reflect updated cash flows used in the valuation of intangibles on the balance sheet following negative PK study results in the previous two years. This resulted from a reduction in the probability of success of the PK study bringing it more in line with analyst expectations. If the launch of the product was delayed by one or two additional years compared to the current assumptions, the impairment would be between £2.0 million and £3.7 million higher. If the probability of success was further reduced by 10%, the impairment would have been £4.6 million higher. If forecast sales were reduced by 10%, the impairment would have been £2.8 million higher.

 

In addition, an impairment of In-Process Research & Development (IPR&D) of £4.7 million in respect of Flixotide® pMDI substitute (EU rights) has been recognised following the decision to halt further development.

 

IPR&D of £1.3 million relating to a particle-engineered version of salmeterol xinafoate which is no longer being developed has also been impaired.

 

In-Process Research & Development (IPR&D)

IPR&D comprise a portfolio of asthma and chronic obstructive pulmonary disease product candidates.

 

The IPR&D has been initially valued using the Excess Earnings Method. This valuation method is based on discounting the cash flows that are attributable to the intangible asset, after taking into account the contribution of other assets. IPR&D assets are tested for impairment on the same basis.

 

Notes to the financial statements

 

16. Intangible assets (continued)

 

Customer relationships

Customer relationships represent the existing customers, as at the date of acquisition that are expected to continue to support the business. A remaining useful life of 18 years was determined at acquisition. Amortisation has been calculated on a straight line basis over this period from the date of acquisition.

 

Technology

Prosonix achieves a sophisticated level of control over the physicochemical properties of drug particles via an integrated platform of unique and proprietary particle engineering technologies and formulation processes. The Relief from Royalty Method was used to determine the fair value of the acquired Technology. In the Relief from Royalty Method, estimates of the value of these types of intangible assets are made by capitalising the royalties saved because the company owns the intangible asset. A remaining useful life of 20 years was determined at acquisition and amortisation will commence when the products underpinned by this technology become available for commercial use. A value in use model is used in testing for impairment.

 

Aerocrine developed its technology to measure fractional exhaled nitric oxide ("FeNO") since the mid-1990s. The Company was the first to develop an instrument for the measurement of FeNO as a valuable tool in the management of airway inflammation. The valuation of the Technology was based on pre-determined hypothetical royalty rate attributable to the use of the Technology. The estimated remaining useful life of the Technology is 15 years. Amortisation has been calculated on a straight line basis over this period from the date of acquisition.

 

Other

Other intangible assets relate to licences and software.

 

17. Investments in subsidiaries

 

Company

2017

£m

2016

£m

Investments in subsidiaries at 1 January

262.0

242.6

Additional investment in Prosonix Limited

9.0

-

Investment in Aerocrine AB

-

3.2

Investment in Circassia Pharmaceuticals Inc (formerly Aerocrine Inc)

-

15.5

Equity settled instruments granted to employees of subsidiaries

2.5

2.4

Impairment of Circassia Limited investment

-

(1.7)

Investments in subsidiaries at 31 December

273.5

262.0

 

The capital contribution relating to share based payment is for 4,141,200 (2016: 7,660,654) 0.08p share options granted by the Company to employees of subsidiary undertakings in the Group. Further details on the Group's share option schemes can be found in note 26.

 

Transfer of trade and certain assets from Prosonix Limited to Circassia Limited

On 2 March 2017, Prosonix Limited allotted one new Ordinary share to Circassia Pharmaceuticals plc for £9.0 million. This consisted of share capital of £0.001 and share premium of £8,999,999.999. Immediately following the share issue, Prosonix Limited reduced its issued share capital from £35,394,779.66 to £1,189.72 by cancelling and extinguishing 2,284,294 ordinary shares of £0.001 each, 1,891,840 A shares of £0.001 each and 9,941,261 B shares of £0.001 each, and by cancelling and extinguishing the entire share premium account, leaving behind 1,189,724 C shares of £0.001 each. The reduction in share capital was credited to a Capital reduction reserve account.

 

On 3 March 2017, Prosonix Limited fully repaid the intercompany loan due to Circassia Pharmaceuticals plc of £10,906,586.98. In addition, Prosonix Limited sold its business and certain assets for the price of £1,284,321.55 to Circassia Limited, representing the net book value of its business and certain assets, as part of a bona fide solvent reorganisation of the Circassia Group, subject to and on the terms and conditions of an asset purchase agreement between Prosonix Limited and Circassia Limited. Consequently, the majority of the Company's investment in Prosonix Limited was reclassified to investment in Circassia Limited.

 

Deed of assignment for AstraZeneca collaboration agreement

On 1 September 2017, management enacted a Deed of assignment between Circassia Pharmaceuticals plc and Circassia Limited, transferring all rights, powers, interests and benefits of the transaction. This transfer was accounted for at a book value of £42.1 million on 1 September 2017, with no gain or loss in either entity.

 

 

Notes to the financial statements

 

17. Investments in subsidiaries (continued)

 

Details of the Company's related entities are provided below. All subsidiaries are included in the consolidation and the Directors believe that the fair value of the investment in all subsidiaries exceeds their carrying values.

 

 

 

Name

 

Registered address

 

 

Nature of business

Proportion of ordinary shares held

Adiga Life Sciences

McMaster Innovation Park, Suite 305, 175 Longwood Road South Hamilton, Ontario, Canada

Pharmaceutical research

50%

Circassia Limited

The Magdalen Centre, Robert Robinson Avenue, Science Park, Oxford, OX4 4GA, UK

Pharmaceutical research and sale of devices for management of asthma

100%

Circassia Pharma Limited

The Magdalen Centre, Robert Robinson Avenue, Science Park, Oxford, OX4 4GA, UK

Dormant

100%

Circassia Pharmaceuticals Inc

5151 McCrimmon Parkway, Suite 260, Morrisville, North Carolina 27560, USA

Pharmaceutical research and sale of asthma and respiratory products

100%

Circassia AB

Fyrislundsgatan 80, 754 50, Uppsala, Sweden

Development and sale of devices for management of asthma

100%

Circassia AG

Louisenstraße 21, 61348, Bad Homburg, Germany

Sale of devices for management of asthma

100%

Prosonix Limited

The Magdalen Centre, 1 Robert Robinson Avenue, Oxford Science Park, Oxford, OX4 4GA, UK

Pharmaceutical research

100%

 

As discussed in the Chairman's statement and Operating review, the Group's strategy has been changed and it now intends to out-license / partner the rights to the respiratory portfolio and the impact of this change will need to be factored into impairment reviews in the future.

 

18. Investment in joint venture

 

 

2017

£m

2016

£m

At 1 January

0.9

0.2

Share of (loss) / profit

(0.2)

0.6

Distributions to owners

(0.2)

-

Share of other comprehensive income

-

0.1

At 31 December

0.5

0.9

 

Nature of investment in joint venture 2017 and 2016

 

Name of entity

Registered address

% of ownership interest

Nature of the relationship

Measurement method

Adiga Life Sciences

McMaster Innovation Park, Suite 305, 175 Longwood Road South Hamilton, Ontario, Canada

50

Note 1

Equity

 

Note 1.

Adiga Life Sciences ("Adiga") is a joint venture with McMaster University in Canada for early epitope and mechanistic clinical studies. Adiga is a private company and there is no quoted market price available for its shares.

 

There are no contingent liabilities or commitments relating to the Group's interest in the joint venture.

 

 

Notes to the financial statements

18. Investment in joint venture (continued)

 

Summarised financial information for joint venture

Set out below is the summarised financial information for Adiga which is accounted for using the equity method.

 

Summarised statement of financial position at 31 December

 

2017

£m

2016

£m

Current assets

Trade and other receivables

0.8

1.0

Cash

0.2

0.8

1.0

1.8

Current liabilities

Trade payables

-

-

Other payables

-

-

-

-

Net assets

1.0

1.8

 

Summarised statement of comprehensive income

 

for the year ended 31 December

 

2017

£m

2016

£m

Revenue

0.1

1.8

Research & development costs

(1.0)

(1.8)

Administration expense

(0.1)

0.2

(Loss) / profit from operation

(1.0)

0.2

Income tax

0.6

1.0

Post tax profit from operation

(0.4)

1.2

Other comprehensive income:

Currency translation differences

-

0.2

Total comprehensive income

(0.4)

1.4

 

The information above reflects the amounts presented in the financial statements of the joint venture adjusted for differences in accounting policies between the Group and the joint venture (and not Circassia Pharmaceuticals plc's share of those amounts).

 

The Adiga Life Sciences joint venture managed clinical research organisations (CROs) in Canada in respect of allergy programmes on behalf of Circassia. As the allergy programmes are no longer being continued, the results of the joint venture for the year ended 31 December 2017 and 2016 have been included within discontinued operations in the consolidated statement of comprehensive income, see note 10.

 

Reconciliation of summarised financial information

Reconciliation of the summarised financial information presented to the carrying amount of the Company's interest in the joint venture.

 

Summarised financial information

2017

£m

2016

£m

Opening net assets 1 January

1.8

0.4

(Loss) / Profit for the year

(0.4)

1.2

Dividends paid

(0.4)

-

Other comprehensive income

-

0.2

Closing net assets

1.0

1.8

Interest in joint venture @ 50%

0.5

0.9

Carrying value

0.5

0.9

 

 

Notes to the financial statements

19. Inventories

 

2017

2016

£m

£m

Finished goods

5.0

4.6

 

Inventories recognised as an expense during the year ended 31 December 2017 amounted to £8.5 million (2016: £7.1 million). These were included in 'Cost of sales'.

 

Write-down of inventories to net realisable value amounted to £0.9 million (2016: £0.5 million). These were recognised as an expense during the year and included in 'Cost of sales'.

 

 

20. Trade and other receivables

 

Group

Company

 

 

2017

£m

2016

£m

2017

£m

2016

£m

Trade receivables

3.7

3.4

-

-

Prepayments and accrued income

6.0

2.2

-

0.4

Other receivables

9.2

2.1

0.7

1.9

Receivables from subsidiary undertakings

-

-

327.5

218.6

Total trade and other receivables

18.9

7.7

328.2

220.9

 

The fair value of other receivables are their current book values. Included within receivables is £0.7 million (2016: £1.2 million) of trade receivables that were past due at the end of the reporting year but have not been impaired.

 

Receivables from subsidiary undertakings are amounts provided by the Company to its subsidiaries in order to undertake commercial operations and research studies. The receivables are unsecured, interest free and have no fixed date of repayment. Recoverability of the amounts are dependent on the success of those studies and future profitability of subsidiary undertakings.

 

The carrying amounts of the Group and Company receivables, excluding prepayments and recoverable taxes, are denominated in the following currencies:

Group

Company

 

 

2017

£m

2016

£m

2017

£m

2016

£m

UK pound

0.2

0.6

263.4

192.1

United States dollar

7.0

2.0

64.8

27.7

Swedish krona

0.1

1.2

-

1.1

Euro

1.6

1.5

-

-

8.9

5.3

328.2

220.9

 

 

Notes to the financial statements

21. Cash and cash equivalents and short-term bank deposits

 

 

Group

Company

 

 

2017

£m

2016

£m

2017

£m

2016

£m

Short-term bank deposit, with original maturity:

More than 3 months

15.0

20.0

15.0

20.0

Total short-term bank deposits

15.0

20.0

15.0

20.0

Cash and cash equivalents:

Cash at bank and in hand

44.5

97.4

0.3

73.0

Total cash and cash equivalents

44.5

97.4

0.3

73.0

The Group and Company cash and cash equivalents and short-term deposits are held with institutions with the following Fitch IBCA long-term rating:

Group

Company

 

 

2017

£m

2016

£m

2017

£m

2016

£m

AA

0.3

0.8

-

-

AA-

19.3

32.7

0.3

11.9

A+

20.1

35.0

-

35.0

A

19.8

48.9

15.0

46.1

59.5

117.4

15.3

93.0

 

 

The Group and Company cash and cash equivalents and short-term deposits are held in the following currencies at 31 December:

Group

Company

 

 

2017

£m

2016

£m

2017

£m

2016

£m

UK pound

39.6

96.0

15.3

90.9

United States dollar

16.6

3.2

-

-

Canadian dollar

0.2

0.6

-

-

Euro

2.6

10.5

-

2.1

Swiss franc

-

2.0

-

-

Swedish krona

0.5

5.0

-

-

Chinese yuan renminbi

-

0.1

-

-

59.5

117.4

15.3

93.0

 

22. Trade and other payables

 

Group

Company

 

 

2017

£m

2016

£m

2017

£m

2016

£m

Payable within one year

Trade payables

22.7

9.2

0.1

0.1

Social security and other taxes

0.3

0.5

-

-

Accruals

6.7

8.1

0.2

0.2

Other payables

1.1

3.7

-

-

Payables to subsidiary undertakings

-

-

3.7

5.1

Total trade and other payables

30.8

21.5

4.0

5.4

Payable after one year

Trade payables

20.4

-

-

-

Total non-current other payables

20.4

-

-

-

 

Non-current trade payables relate to an R&D contribution payable to AZ in 2019.

 

 

Notes to the financial statements

 

23. Financial instruments

 

The Group's financial instruments comprise cash and cash equivalents, short-term bank deposits, trade and other receivables, trade and other payables and contingent consideration. Additional disclosures are set out in the accounting policies relating to financial and capital risk management (note 2).

 

The Group had the following financial instruments at 31 December each year:

 

2017

2016

Assets

£m

£m

Cash and cash equivalents

44.5

97.4

Short-term bank deposits

15.0

20.0

Trade and other receivables

8.9

5.3

Loans and receivables

68.4

122.7

2017

2016

Liabilities

£m

£m

Trade and other payables - current

29.9

18.4

Trade payables - non-current

20.4

-

Non-contingent consideration

68.7

-

Contingent consideration

33.6

-

Financial liabilities

152.6

18.4

 

The Company had the following financial instruments at 31 December each year:

2017

2016

Assets

£m

£m

Cash and cash equivalents

0.3

73.0

Short-term bank deposits

15.0

20.0

Other receivables

0.7

2.3

Receivable from subsidiary undertaking

327.5

218.6

Loans and receivables

343.5

313.9

2017

2016

Liabilities

£m

£m

Trade and other payables - current

0.3

0.3

Payables to subsidiary undertakings

3.7

5.1

Financial liabilities

4.0

5.4

 

Cash balances comprise floating rate instant access deposits earning interest at prevailing bank rates.

Short-term deposits earn interest at fixed rates.

 

In accordance with IAS 39 'Financial Instruments Recognition and Measurement' the Group has reviewed all contracts for embedded derivatives that are required to be separately accounted for if they do not meet certain requirements set out in the standard. There were no such derivatives identified at 31 December 2017 or 31 December 2016.

 

Fair value

The Directors consider that the fair values of the Group's financial instruments do not differ significantly from their book values except as described below.

 

Contingent consideration is remeasured to fair value calculated using a discounted cash flow approach. The valuation methodology uses significant inputs which are not based on observable market data (unobservable inputs), therefore this valuation technique is classified as level 3 in the fair value hierarchy. See note 35 for further detail.

 

 

Notes to the financial statements

 

24. Deferred taxation

 

 

Intangibles

 

Tax losses

Net deferred tax liability

£m

£m

£m

As at 1 January 2016

31.2

(17.2)

14.0

Charge to the income statement

0.7

0.6

1.3

As at 31 December 2016

31.9

(16.6)

15.3

As at 1 January 2017

31.9

(16.6)

15.3

(Credit) / charge to the income statement

(7.8)

0.9

(6.9)

As at 31 December 2017

24.1

(15.7)

8.4

 

 

 

2017

£m

2016

£m

Deferred tax liabilities

24.1

31.9

Deferred tax assets

(15.7)

(16.6)

Total deferred tax position

8.4

15.3

 

The Group has the following unrecognised potential deferred tax assets as at 31 December:

 

 

 

2017

£m

2016

£m

Losses

60.3

51.8

Share based payments and provisions

-

1.3

Total unrecognised deferred tax asset

60.3

53.1

 

25. Share capital

 

Authorised, called up and fully paid

2017

£m

2016

£m

333,466,262 (2016: 284,889,171) Ordinary shares of 0.08p each

0.3

0.2

 

On 12 April 2017, the Company issued 47,355,417 ordinary shares with a value of $50 million to AstraZeneca as part of the consideration to acquire certain US commercial rights to Tudorza® and Duaklir®. Costs relating to the deal were £1.9 million, of which £1.6 million was offset against the Share premium reserve and £0.3 million was charged to the income statement in administrative expenses.

 

Movements in ordinary shares

 

 

 

Number of shares

Par value

£m

As at 1 January 2017

284,889,171

0.2

Share issue to AZ

47,355,417

0.1

Employee share scheme issues

1,221,674

-

As at 31 December 2017

333,466,262

0.3

 

 

Notes to the financial statements

 

26. Share based payments

 

Share options

Options have been awarded under the Circassia PSP Share Option Scheme ("the PSP Scheme"), the Circassia EMI Share Option Scheme ("the EMI Scheme") and the Circassia Unapproved Share Option Scheme ("the Unapproved Scheme").

 

The share options outstanding can be summarised as follows:

 

 

2017

Number of Ordinary shares ('000)

2016

Number of Ordinary shares ('000)

PSP Scheme(i)

8,855

6,610

EMI Scheme(ii)

-

535

Unapproved Scheme(iii)

187

516

9,042

7,661

 

The contractual life of all options is 10 years and the options cannot normally be exercised before the third anniversary of the date of grant.

 

(i) Options granted under the PSP Scheme have a fixed exercise price and are subject to additional vesting performance conditions. The exercise price of options granted under the 2014 PSP scheme is £nil and all subsequent PSP scheme awards have an exercise price of £0.0008. The performance conditions state that a proportion of an award shall vest subject to the Company Total Shareholder Return (TSR) ranking against the Comparator Index TSR and the remaining shall vest subject to the meeting of certain strategic Company objectives.

 

(ii) Options granted under the EMI Scheme have a fixed exercise price based on the market price at the date of grant.

 

(iii) Options granted under the Unapproved Scheme also have a fixed exercise price based on the market price at the date of grant.

The movement in share options outstanding is summarised in the following table:

 

2017

2017

2016

2016

Number ('000)

Weighted average exercise price (£)

Number

('000)

Weighted average exercise price (£)

Outstanding at 1 January

7,661

0.06

5,532

0.15

Granted

4,141

0.0008

3,346

0.0008

Expired

-

n/a

-

n/a

Forfeited / lapsed

(1,879)

0.0003

(1,217)

0.29

Exercised

(881)

0.0008

-

n/a

Outstanding at 31 December

9,042

0.05

7,661

0.06

Exercisable at 31 December

535

0.84

1,014

0.36

 

Share options outstanding at the end of the year have the following expiry and exercise prices:

 

Scheme

Grant year

Expiry year

Exercise price (£)

2017

2016

Number ('000)

Number ('000)

PSP 2014

2014

2024

0.0

348

1,514

PSP 2015

2015

2025

0.0008

1,925

2,101

PSP 2016

2016

2026

0.0008

2,760

2,994

PSP 2017

2017

2027

0.0008

3,822

-

Unapproved

2010 - 2013

2020 - 2022

0.0008

-

329

Unapproved

2013 - 2014

2023 - 2024

2.416

187

187

EMI

2007 & 2011

2007 & 2011

0.0008

-

536

Total

9,042

7,661

 

The weighted average remaining contractual life of share options outstanding at the end of the year was 8.4 years (2016: 7.9 years).

 

Options exercised in 2017 resulted in 880,532 shares being issued at a weighted average price of £0.0008 each. The related weighted average share price at the time of exercise was £0.88 per share.

 

There were no options exercised during the year ended 31 December 2016.

 

 

Notes to the financial statements 

 

26. Share based payments (continued)

 

Valuation models

The fair value of PSP share options granted during the year was determined using the Monte Carlo Simulation model and Black Scholes model dependent on the performance vesting conditions.

 

There have been no EMI Scheme or Unapproved Scheme options granted during the year (2016: nil), all options granted in previous years were valued using the Black Scholes model.

 

Black Scholes

There were no options granted during the year (2016: nil) that were valued solely using the Black Scholes model.

 

Monte Carlo Simulation

The following weighted average assumptions were used in the Monte Carlo Simulation model in calculating the fair values of the options granted during the year:

 

2017

2016

Exercise price

£0.0008

£0.0008

Share price

£0.96

£2.66

Expected volatility

30%

35%

Expected life

3 years

3 years

Expected dividends

0%

0%

Risk free interest rate

0.1%

0.4%

 

The Monte Carlo Simulation model has been used to value the portion of the awards which have a market performance vesting condition (Total Shareholder Return (TSR)). The model incorporates a discount factor reflecting this performance condition into the fair value of this portion of the award.

 

The weighted average fair value of options granted during the year determined using the Monte Carlo Simulation model at the grant date was £0.75 per option (2016: £1.75).

 

For the options valued using the Monte Carlo Simulation, expected volatility is measured by calculating the standard deviation of the natural logarithm of share price movements of comparable companies. This is a standard approach to calculating volatility. The risk free rate of return is the rate of interest obtainable from government securities as at the date of grant (i.e. Gilts in the UK) over the expected term (i.e. three years).

 

Restricted shares

The Company previously made awards of Ordinary shares to employees and Non-Executive Directors by entering into a form of restricted share agreement with each participant, under which the participant subscribed for or purchased Ordinary shares in the Company at 10p per ordinary share (converted into 0.08p shares post capital reorganisation). These shares are subject to certain restrictions on transfer and forfeiture, as set out in the restricted share agreement. The restrictions lift on the earlier of a sale of the Company and the expiry of a vesting period of between two and three years (depending on the date of award of the restricted shares).

 

There were no restricted shares in issue at 31 December 2017 (2016: 0.1 million Ordinary shares of 0.08p).

 

Deferred shares

During the year the Group awarded nil (2016: 156,035) deferred shares to Executive Directors as part of a deferred bonus for 2016. The shares are held by the Group's Employee Benefit Trust until the third anniversary of the grant date when they will transfer to the Executive Directors so long as they are still an officer or employee of the Group.

 

Income statement

See note 5 for the total expense recognised in the income statement in respect of the above equity settled instruments granted to Directors and employees.

 

 

Notes to the financial statements

 

27. Share premium

 

Group and Company

 

2017

£m

2016

£m

At 1 January

563.8

564.0

Issue of new shares

40.0

-

Expenses relating to share issue

(1.6)

(0.2)

At 31 December

602.2

563.8

 

28. (Accumulated losses) / retained earnings

Group

Company

2017

£m

2016

£m

2017

£m

2016

£m

At 1 January

(295.8)

(158.5)

0.4

(2.0)

(Loss)/profit for the year

(99.1)

(137.3)

1.5

2.4

At 31 December

(394.9)

(295.8)

1.9

0.4

 

29. Other reserves

 

Share option reserve

 

 

Translation reserve

 

Treasury shares reserve

Transactions with non-controlling interests (a)

 

 

Total other reserves

Group

£m

£m

£m

£m

£m

At 1 January 2016

4.0

3.1

(0.3)

(4.0)

2.8

Employee share option scheme

2.4

-

-

-

2.4

Currency translation joint venture

-

0.1

-

-

0.1

Other currency translation differences

-

9.7

-

-

9.7

Purchase of own shares (note 34)

-

-

(0.4)

-

(0.4)

Transactions with non-controlling interests

-

-

-

(2.1)

(2.1)

At 31 December 2016

6.4

12.9

(0.7)

(6.1)

12.5

Employee share option scheme

2.5

-

-

-

2.5

Currency translation differences

2.2

-

-

2.2

At 31 December 2017

8.9

15.1

(0.7)

(6.1)

17.2

 

(a) On 13 May 2016, the Group acquired the remaining 2.1% of the issued shares of Aerocrine AB for SEK37.6 million (£3.2 million) to become the owner of 100% of the shares in Aerocrine AB. Immediately prior to the purchase, the carrying amount of the existing 2.1% non-controlling interests in Aerocrine AB was £1.1 million. The Group recognised a decrease in non-controlling interests of £1.1 million and a decrease in equity attributable to owners of the parent of £2.1 million.

Company

 

Share option reserve

 

Total other reserves

£m

£m

At 1 January 2016

3.7

3.7

Employee share option scheme

2.4

2.4

At 31 December 2016

6.1

6.1

Employee share option scheme

2.5

2.5

At 31 December 2017

8.6

8.6

 

 

Notes to the financial statements30. Cash used in operations

Reconciliation of (loss)/profit before tax to net cash used in operations

Group

Company

2017

£m

2016

£m

2017

£m

2016

£m

(Loss)/profit from continuing operations before tax

(113.6)

(38.8)

1.5

2.4

Loss from discontinued operation before tax

(6.5)

(106.1)

-

-

(Loss)/profit before tax

(120.1)

(144.9)

1.5

2.4

Adjustment for:

Interest income

(0.4)

(0.9)

(0.3)

(0.9)

Interest expense

2.8

0.1

1.5

0.1

Depreciation

0.8

0.7

-

-

Amortisation

4.1

4.6

-

-

Impairment

37.0

74.8

-

1.7

Share of joint venture profit

0.2

(0.6)

-

-

Fair value gain on contingent royalty consideration

(3.2)

-

-

-

Share based payment charge

2.5

2.4

-

-

Foreign exchange on non-operating cash flows

(8.5)

(7.8)

(3.5)

-

Changes in working capital:

(Increase) / decrease in trade and other receivables

(11.6)

(1.4)

1.2

(1.6)

Increase in inventories

-

(1.2)

-

-

Increase in trade and other payables

30.0

5.8

-

0.2

Net cash (used in) / generated from operations

(66.4)

(68.4)

0.4

1.9

 

 

31. Contingent liabilities

 

There were no contingent liabilities at 31 December 2017 or at 31 December 2016.

 

During the year the Group received a notification about an arbitration claim raised for up to $4.0 million for the non-performance of certain obligations of the contract against one of the subsidiary companies. At the date these accounts were issued, details of the claim are yet to be presented by the claimant. Given the lack of detail at the early stage of the claim, it is not possible to make a reasonable estimate of the expected financial effect, if any, that will result from ultimate resolution of the proceedings. Hence, the nature and facts of the case are disclosed but no provision is made.

 

32. Operating lease commitments

 

The total of future minimum lease payments payable under the Group's non-cancellable operating lease for each of the following periods is as follows:

2017

£m

2016

£m

Due within one year

0.8

1.0

Due between one and five years

1.8

1.7

Over five years

0.5

0.7

 

The Group leases various offices and warehouses under non-cancellable operating leases expiring within one to over five years.

 

The total of future minimum sublease payments expected to be received for the Chicago property no longer utilised by the Group is £1.5 million.

33. Capital commitments

 

The Group had no capital commitments at 31 December 2017 or at 31 December 2016.

 

 

Notes to the financial statements34. Related party transactions

 

Group

 

There is no ultimate controlling party of the Group as ownership is split between the Company's shareholders. The most significant shareholders as at 31 December 2017 are as follows: Invesco Asset Management (28.37% of total voting rights); Woodford Investment Management (22.40% of total voting rights); AstraZeneca PLC (14.20% of total voting rights); Touchstone Innovations (7.95% of total voting rights); Neptune Investment Management (6.90% of total voting rights); OppenheimerFunds Inc (7.05% of total voting rights).

 

Transactions with related parties during the year and balances with related parties at 31 December are as follows:

 

Related party

2017

Purchases

£'000

2016

Purchases

£'000

2017

Payables

£'000

2016

Payables

£'000

Adiga Life Sciences (Joint venture)

330

1,929

-

-

Touchstone Innovations(1)

46

42

-

-

 

(1) 'Purchases' include compensation paid or payable in respect of services provided by Russ Cummings as Non-Executive Director of the Company.

 

Company

 

The following transactions with subsidiaries occurred in the year:

Related party

2017

£m

2016

£m

Rendering of services to Circassia Limited (1)

1.2

0.8

Settlement of liabilities on behalf of the subsidiaries

(2.8)

(5.5)

Net transfer of funds to subsidiaries

69.8

33.6

Deed of assignment transfer (note 17)

42.1

-

110.3

28.9

(1) Remuneration costs (excluding share options charges) relating to Steven Harris and Julien Cotta in respect of services rendered to Circassia Limited.

 

2017

£m

2016

£m

Balances due from subsidiary companies

327.5

218.6

Balances due to subsidiary companies

(3.7)

(5.1)

The amounts due are unsecured, interest free and have no fixed date of repayment.

 

Employee benefit trust

In 2014 the Company set up an Employee benefit trust for the purposes of buying and selling shares on the employees' behalf. No funding was paid into the Trust by the Company during the year ended 31 December 2017 (2016: £414,729).

 

No shares were purchased by the Trust during the year ended 31 December 2017 (2016: 156,035). As at 31 December 2017 a cash balance of £4,733 (2016: £5,068) was held by the Trust.

 

 

Notes to the financial statements35. Business combinations

 

On 12 April 2017, Circassia's collaboration and profit share arrangement with AstraZeneca became unconditional. Under the agreement, Circassia secured certain US commercial rights to Tudorza® and Duaklir®. On that day Circassia issued 47,355,417 ordinary shares with a value of $50 million to AstraZeneca. In addition, Circassia will pay AstraZeneca deferred non-contingent consideration of $100 million on the earlier of: (i) 30 June 2019; and (ii) the approval of Duaklir® by the FDA; and royalties on sales of Duaklir® in the United States.

 

Under the terms of the agreement, Circassia will have the option to secure the remaining commercial rights and economic benefits of Tudorza®. This will become exercisable from H2 2018 based on the sales performance of Tudorza® in the preceding 12 month period, or if Duaklir® gains FDA approval before 31 December 2019. Until the option becomes exercisable Circassia does not have control over the Tudorza® business hence the consideration paid and payable represents a prepayment for the business combination.

 

Following positive results from the AMPLIFY Phase III study, the filing of a New Drug Application (NDA) for Duaklir® with the United States Food and Drug Administration (FDA) is planned in the first half of 2018. Circassia has exclusive commercialisation rights to Duaklir® in the United States and as such it is considered that the Group assumed control over the Duaklir® business when the collaboration agreement became unconditional.

 

The future royalty payments to AstraZeneca on Duaklir® are recognised as an additional intangible asset and contingent consideration liability. A contingent consideration arrangement is initially measured at fair value on the acquisition date based on discounted future cash outflows. Contingent consideration that is classified as a liability is remeasured to fair value at each reporting date, with changes taken to the income statement. The amount of royalties payable as determined in the collaboration agreement is based on the future Duaklir® sales. As the valuation methodology uses this significant input which is not based on observable market data, this valuation technique is classified as level 3 in the fair value hierarchy. The fair values are calculated using the discount rate of 20.5%.

Consideration

2017

£m

Ordinary share capital 47,355,417 shares at £0.0008

-

Share premium

40.0

Deferred non-contingent consideration

71.4

Contingent Duaklir® royalty consideration

39.7

151.1

Recognised amounts of identifiable assets acquired

£m

Duaklir® IPR&D

33.3

Duaklir® royalty IPR&D

39.7

Total identifiable net assets

73.0

AZ collaboration goodwill

0.2

Prepayment for Tudorza® business combination

77.9

151.1

 

R&D contribution of £45.1 million for Tudorza® and Duaklir® product development was recognised in the income statement during the year.

 

Transaction costs totalling £1.9 million were incurred on the collaboration arrangement with AstraZeneca, of which £0.3 million is included within the operating loss (administrative expenses line) for the year ended 31 December 2017 and £1.6 million has been offset against the Share premium reserve.

 

The consideration for the Duaklir business was determined to be £73.2 million. Intangible assets (IPR&D) of £73.0 million have been recognised in the accounts. The difference between total value of the business and identifiable assets resulted in a recognition of £0.2 million goodwill.

 

Tudorza® option

If the option to secure the remaining commercial rights and economic benefits of Tudorza® is taken, Circassia will make further payments to AstraZeneca of up to $80 million dependent on the level of Tudorza® sales in the United States and if Duaklir® gains FDA approval. Such payments are not considered to be a present obligation until the option becomes exercisable therefore this has not been recognised as a liability in the financial statements for the year ended 31 December 2017.

 

 

Notes to the financial statements35. Business combinations (continued)

 

Until the Tudorza® option is exercised, the Group promotes the chronic obstructive pulmonary disease (COPD) treatment Tudorza® in the US in accordance with the collaboration and profit share arrangement. The commission fees receivable are based on Tudorza® product in-market sales and promotion activities performed by Circassia. In 2017 revenue recognised for rendering this service was £19.0 million.

 

Deferred non-contingent consideration

£m

At 12 April 2017

71.4

Unwinding of discount

2.7

Foreign exchange movement

(5.4)

At 31 December 2017

68.7

 

The value of the non-contingent consideration was calculated by discounting the liability using a pre-tax discount rate of 5.5%.

Contingent Duaklir® royalty consideration

£m

At 12 April 2017

39.7

Change in fair value

(3.2)

Foreign exchange movement

(2.9)

At 31 December 2017

33.6

 

Change in fair value and foreign exchange movements relating to contingent Duaklir® royalty consideration are included in Other (losses) / gains in the income statement.

 

The changes in future Duaklir® sales might result in a significantly higher or lower fair value of contingent Duaklir® royalty consideration (see the table below for list of key inputs used in the fair value measurement). 10% higher or lower Duaklir® sales would result in £3.4 million lower or higher fair value of the liability.

 

Significant estimates relating to contingent royalty consideration valuation

The assessment of the fair value of the contingent Duaklir® royalty consideration requires the selection of an appropriate valuation model at the date of acquisition, consideration as to the inputs necessary for the valuation model chosen and the estimation of the future cash flows of the product discounted at the risk adjusted rate. Key assessments and judgements included in the calculation of deferred royalty consideration are as follows:

 

Valuation model

Discounted cash flow

Anticipated launch date

2019 - reviewed and amended to take into account development, regulatory and marketing risks

Sales value, volume and growth rates

Estimates of sales value, volume and growth rates are internal forecasts based on both internal and external market information and market research commissioned by the Company

Period of specified projected cash flows

16 years

Discount rate

20.5%

 

 

36. Events occurring after the reporting date

 

During 2018, the Company plans to implement its refocused investment strategy. As a result, there will be no further development of the respiratory pipeline which may result in an impairment in the carrying value of the respiratory cash generating unit assets as detailed in note 3.

 

Circassia intends to issue further ordinary share capital to AstraZeneca, subject to shareholder approval, such that AstraZeneca's holding will increase from 14.2% to a maximum of 19.9%. Circassia will use the proceeds to fund a deferred R&D contribution of $20 million, which is payable by the end of 2018 under the agreement with AstraZeneca, and part fund a final R&D contribution of $25 million payable by the end of 2019. AstraZeneca has agreed to include any remaining R&D contribution not paid by the end of 2019 in the loan arrangements in the existing development and commercialisation agreement.

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