10 February 2015
Financial Results for the sixteen month period ended 30 September 2014
Focus on brain health with expanding customer base and disease areas
IXICO plc (Ticker: IXI) ("IXICO" or the "Company"), the brain health company, today announces its final results for the sixteen month period ended 30 September 2014.
Highlights
· During the period IXICO became a public company and continued its evolution in the emerging and fast moving digital healthcare market with a focus on brain health
· Contracts signed with four significant new customers in a range of disease indications
o IXICO has now been awarded contracts by nine of the top 15 global pharmaceutical companies
· New opportunities in Huntington's disease specialisation
o IXICO was awarded contracts for two separate clinical trials in Huntington's disease with two top 15 pharmaceutical companies
o In November 2014, these two contracts were extended and significantly increased
o Good sales pipeline of further opportunities in Huntington's disease
· International commercial alliance with VirtualScopics Inc. signed in July enhances IXICO's ability to provide clinical trial industry with global operational capabilities
o Joint office opened in New Hope Pennsylvania, close to pharmaceutical customers
o In December 2014 the alliance was awarded its first joint project by a global top 15 pharmaceutical company
· IXICO selected as industry partner in Dementias Platform UK
o In June 2014 IXICO appointed as imaging partner and one of only six industry partners within DPUK, a public-private partnership to accelerate progress in research into various dementias
o New opportunities already identified for further collaboration with pharmaceutical companies
· Significant investment in digital health
o IXICO's digital health technology now encompasses three linked and complementary product platforms
o Significant levels of interest from pharmaceutical companies in using Assessa® for patient selection
o Implementation of TrialTracker™ by VirtualScopics
o IXICO was awarded funding to develop digital health application MyBrainBook, designed to support dementia patients post-diagnosis
· Financial performance in line with market and board expectations
o Reported revenues of £3.4 million from services to pharmaceutical customers and other income of £0.9million from grants and RDEC
o As planned, losses after tax and non-recurring administrative expenses increased to £2.3 million due to investments in infrastructure and headcount
o Total cash and cash equivalents of £3.3 million as at 30 September 2014
Derek Hill, IXICO's CEO, said:
'I am delighted to report a transformational sixteen month period for IXICO in which its shares became publicly listed and we continued our evolution in the emerging and fast moving digital healthcare market with a focus on brain health.
We are seeing growth in our order book for our clinical trials services business and the potential for more strategic partnerships with pharmaceutical companies using our digital technology platform. Our technologies under development are focused on the opportunity to improve the care of patients by supporting faster and more accurate diagnosis and, critically, the post-diagnosis management of those patients.
We are also evaluating accretive technologies and business services which together with the development of existing and new business initiatives will create shareholder value and we remain excited about the future prospects for the Company."
About IXICO
IXICO, the brain health company, uses its innovative and proprietary digital platform technologies to help those involved in researching and treating serious diseases to make rapid decisions and improve patient outcomes. Established since 2004, IXICO has significant experience in working with global pharmaceutical and biotechnology companies in dementia clinical studies and other neuro-degenerative disorders including Huntington's disease and Multiple Sclerosis.
More information is available on www.ixico.com
Enquiries:
IXICO plc
Derek Hill, CEO
Susan Lowther, CFO
Charles Spicer, VP Corporate Development
+44 20 7691 2089
Peel Hunt LLP (Nominated Adviser and Broker)
James Steel
Clare Terlouw
+44 20 7418 8900
Daniel Stewart & Company (Joint Broker)
Martin Lampshire
Mark Treharne
+44 20 7776 6550
FTI Consulting Limited (Investor and Public Relations)
Ben Atwell
Simon Conway
Matthew Moss
+44 20 3727 1000
Introduction and Overview
We are very pleased to report on a transformational period for your company in which we met our financial and business performance expectations and continued the evolution from a service provider to the pharmaceutical industry into the brain health company, powered by IXICO's proprietary digital healthcare technologies. Our innovative digital platform provides a firm foundation from which we are growing the business by providing services and technology to those involved in researching and treating serious diseases to support rapid decision making and improve patient outcomes.
It is important to note that the period referred to in this Annual Report relates to the sixteen months ended 30 September 2014 with comparatives relating to the twelve months ended 31 May 2013.
IXICO successfully entered the public markets through the reverse acquisition of Phytopharm plc on 14 October 2013, which also strengthened the balance sheet as part of our strategy to invest in digital healthcare technologies and continued development as a brain health company. (Details of the reverse acquisition are included in note 3).
The board is pleased to report revenues for the period of £3.4million which together with income from grants and above the line tax credit (reported as other income) of £0.9million resulted in a combined total income of £4.4million (2013: £3.7million). Total operating expenses (including non-recurring administrative expenses of £0.9million) of £5.6million for the period reflect planned headcount growth in the Science, Operations and Software Development teams, investment in the digital healthcare strategy and the move to new offices in the UK and the US. Consequently losses after tax and non-recurring administrative expenses were £2.3million.
Operational Review
CLINICAL TRIALS AND EXPERIMENTAL MEDICINE
Our clinical trials and experimental medicine business performed well during the period and continues to do so. Early in the period we set three key business development objectives:
i) To expand our customer base internationally
ii) To win more business outside of our established Alzheimer's disease specialisation
iii) To collect and analyse data from a broader range of imaging methodologies such as PET and advanced MRI.
The collection and analysis of data is valuable in three ways:
i) it adds to our track record and experience in handling and analysing data which underpins our clinical trials business,
ii) the analysis of the data improves the performance of our digital health platform and
iii) it provides intellectual property opportunities arising from the results of the analysis.
During the period three key strategic initiatives have positioned us to meet these objectives. Firstly we have established an international commercial and operational alliance with VirtualScopics, Inc. (NASDAQ: VSCP), a leading provider of quantitative medical imaging, to deliver worldwide services to pharmaceutical, biotech and academic customers. Secondly we have successfully expanded into other neurodegenerative diseases by establishing IXICO as an important indication specialist in Huntington's disease including new contracts announced on 22 May 2014. Thirdly we have been appointed as an industry partner within the MRC's Dementias Platform UK (DPUK), a multi-million pound public-private partnership looking to accelerate progress in dementia research.
Expanded customer base
During the period we signed contracts with four significant new customers, in a range of disease indications including Alzheimer's disease and Huntington's disease. While the majority of our work is focussed in Europe and the US, two of our new customers are Asian companies as we continue to develop business in all key regions. This success in Asia followed our profile building activities in China and other Asian markets in late 2013 and early 2014 including two UK government trade missions.
IXICO has now been awarded contracts by nine of the top 15 global pharmaceutical companies, which we believe confirms our strong positioning in the clinical trials and experimental medicine markets. Whilst the market remains highly competitive and the development of new pharmaceutical therapies remains highly challenging, we have seen signs during the period of increased interest from the pharmaceutical industry in potential treatments for dementia and other neurodegenerative conditions and strong demand for our technology and services. Our differentiated offering provides pharmaceutical companies with know-how and technologies to deliver challenging studies in the neurodegeneration field and opportunities to utilise these as diagnostics and biomarkers. This, supported by our widened and deepened capabilities, including the alliance with VirtualScopics, has significantly strengthened our sales pipeline so we remain confident about the continued growth prospects for this part of the business.
VirtualScopics alliance
On 27 June 2014, we announced our international commercial alliance with VirtualScopics (NASDAQ:VSCP), a leading provider of quantitative medical imaging based in Rochester, New York. The alliance provides the clinical trials industry with global operational capabilities and a full range of therapeutic area and modality expertise. It also enhances the ability of both companies to deliver our services to pharmaceutical, biotech and academic customers and collaborators around the world. By combining our resources, we are enhancing our ability to deliver on the largest trials world-wide and to do so across a more diverse range of therapeutic areas.
Subsequently, we jointly opened an office in New Hope, Pennsylvania, strategically located in the corridor that runs through New Jersey and Pennsylvania, in a location close to many of our pharmaceutical customers.
On 16 December 2014, we announced that VirtualScopics had licensed IXICO's TrialTracker™ proprietary image data and query management platform. The agreement includes the implementation of TrialTracker™ together with multi-year software licence and maintenance support. VirtualScopics decided to purchase TrialTracker™ as their business platform of choice after a detailed review of existing technology solutions.
We were also delighted to announce on 16 December 2014, that the alliance had been awarded its first joint project by a global top 15 pharmaceutical company. This involves the provision of image analysis services for a phase II oncology clinical trial. In this instance, given its expertise in oncology, VirtualScopics will be the primary service provider and IXICO will provide clinical site support services from its London headquarters. TrialTracker™ will provide image data management.
The potential of the alliance has been further recognised in the marketplace with it being recently approved as a supplier to a key top 15 global pharmaceutical company and together we are submitting joint bids to other leading pharmaceutical companies.
Huntington's disease
Huntington's disease is a relatively rare genetic neurodegenerative disorder that affects the patient's normal movement, cognition and behaviour. It is more common in people of Western European descent than in those of Asian or African ancestry and the disease is relatively rare, affecting approximately 5-7 people per 100,000 in Western countries. There are currently no effective marketed treatments for the disorder. Interest in developing therapeutics to treat the disease is significant with a large number of pharmaceutical and biotechnology companies working in this area.
Huntington's disease has developed into an important indication specialty for IXICO and is part of our stated strategy to broaden our areas of disease focus. This strategy has been helped by the reverse acquisition of Phytopharm plc which had broader clinical neurodegenerative disease expertise.
IXICO has supported early stage, academic research into Huntington's disease since 2007, working with key opinion leaders around the world and charitable organisations to characterise biomarkers that could be used in clinical trials to evaluate the imaging based effectiveness of novel treatments in development.
We are pleased to report that our specialisation in Huntington's disease gained significant momentum in the period. On 22 May 2014, we announced that we had been awarded contracts for two separate clinical trials in Huntington's disease with two top 15 pharmaceutical companies (in addition to a third clinical study already then underway). On 26 November 2014, we announced that the two contracts had been extended and significantly increased.
IXICO has a good sales pipeline of further opportunities in Huntington's disease which the directors believe will result in further revenue growth from this therapeutic area.
UK Dementias Research Platform
On 19 June 2014, we announced that IXICO had been appointed as one of six industry partners within the Dementias Platform UK (DPUK) www.mrc.ac.uk/research/facilities/dementias-platform-uk. This is a multi-million pound public-private partnership, developed and led by the UK Medical Research Council, to accelerate progress in, and open up research into various dementias. The DPUK's aims are early detection, improved treatment and ultimately, prevention, of dementias. This five year project aims to enable earlier detection, improved treatment and, ultimately, prevention of the disease. The DPUK is creating the world's largest population study for use in dementias research, bringing together 2 million participants aged 50 and over, from 22 existing study groups within the UK. IXICO is working alongside five other industry partners (Astra-Zeneca, GlaxoSmithKline, Janssen Research & Development, Araclon and SomaLogic) and eight academic partners.
IXICO is the imaging partner on the DPUK project, deploying Assessa®, our CE marked digital healthcare platform for decision-support in dementia diagnosis. Derek Hill is a member of the executive committee and Michelle Lax, Vice President Clinical Operations, participates in the steering committee and the company partner forum. This involvement provides high-profile visibility for IXICO's capabilities and digital technologies with both pharmaceutical companies and key opinion leaders internationally. We have already identified new opportunities for collaboration with pharmaceutical companies as a result of our participation.
DIGITAL HEALTH
Digital health and digital medicine offer the potential to transform healthcare by combining health data for an individual and health information from clinical practice with active patient engagement. These technologies should enable individuals to become active and responsible partners in monitoring and managing their own (or a family member's) health thereby contributing to improving their care pathway. Digital health technologies are expected to revolutionise healthcare in the twenty-first century by reducing inefficiencies in the healthcare systems and making medicine more cost effective, accessible, personalised and precise.
Our position in digital health
Based on our knowledge and experience of brain health, we believe that by applying our technology we can better integrate healthcare data and identify patterns and connections not visible in current healthcare processes which can impact patient outcomes. Therefore, in parallel with the expansion of our clinical trials and experimental business, we are investing operational and financial resources into our digital technology platforms that underpin our ambitious plans for the future. Consequently, IXICO's digital health technology now encompasses three linked and complementary product platforms: TrialTracker™, Assessa® and MyBrainBook®. IXICO already has patented intellectual property supporting these products and continues to file patents as appropriate.
TrialTracker™
Our TrialTracker™ proprietary image data and query management platform supports and underpins our clinical trials business and as mentioned above will be used as a common platform with VirtualScopics. The implementation of TrialTracker™ by VirtualScopics is a significant landmark as it is the first time we have licensed the technology to a commercial third party. TrialTracker™ continues to be the core technology platform that we use in our clinical trials business and we continue to explore further opportunities to deploy it with other third parties.
Assessa®
We have been analysing two market segments for Assessa®, our CE marked decision support tool for diagnosing dementia: pharmaceutical companies seeking digital technologies to support current or planned drugs in the clinic, and healthcare service providers seeking to improve the quality of dementia diagnosis. We have significant levels of interest from pharmaceutical companies in using Assessa® for patient selection both during clinical trials and following commercial launch into the healthcare market to match patients to the right treatments, monitor response to treatment and better manage drug side effects. We have conducted product trials with key opinion leaders and Assessa® has been incorporated into a number of high profile public-private partnership projects in the UK and in Europe.
Making progress in the healthcare service provider market has, however, been slow. The launch partnership with InHealth Limited has provided fewer opportunities to bid for NHS contracts to support dementia diagnosis than we had initially expected and the commercial environment for dementia diagnostic technology in healthcare settings continues to evolve slowly. Healthcare payers appear keen to increase the proportion of patients with dementia that receive a diagnosis, but have limited incentive in improving the quality of that diagnosis through new technologies despite the importance of such being highlighted by the dementia research community.
Our experience in the market, and the parallel experience of other providers of diagnostic technologies, has led us to conclude that until more effective dementia medicines become available, innovative diagnostic technologies such as Assessa® are more effectively commercialized in this market segment through incorporation into pathways that clearly improve patient outcomes and reduce costs. Therefore in the clinical practice setting, we plan to extend Assessa® functionality by incorporating technologies that support post-diagnosis aspects of the clinical pathway, thereby more clearly linking the use of these technologies to improving patient outcomes. The MyBrainBook® platform that is being linked to Assessa® for this purpose is such an example and is described in further detail below.
Progress on our clinical pilot study of Assessa® in a community setting (in collaboration with InHealth, Cambridge Cognition Holdings plc, the NHS in Sussex, Brighton and Sussex Medical School, Imperial College London and the Alzheimer's Society) has been slower than anticipated following a change of clinical leadership at the academic centre conducting the trial. IXICO is now sponsoring the study and the first patients to be assessed using the combined digital technologies were enrolled in January 2015.
MyBrainBook®
In April 2014, IXICO was awarded a development contract by The Small Business Research Initiative for Healthcare (SBRI Healthcare) (www.sbrihealthcare.co.uk) to develop a digital health application, now known as MyBrainBook®, designed to support dementia patients post-diagnosis. SBRI Healthcare is an NHS England initiative, championed by the newly formed Academic Health Science Networks (AHSNs), that aims to promote UK economic growth whilst addressing unmet health needs and enhancing the take up of known best practice. The project is led by IXICO in partnership with the Health Innovation Network South London (www.hin-southlondon.org).
MyBrainBook® puts people with dementia at the centre of decisions about their care. It is a personalised digital health hub delivering facilitated support to patients and their carers. The goal is to prolong and enhance independent living by facilitating improved self-care with full interaction with the relevant healthcare professionals and other support agencies. This should smooth the transition into other care settings by travelling with the patient and relatives throughout the course of the illness. Following successful completion of the development project the technology is now in the beta stage. We have been successful in securing further grant funding to support its continued development including its integration with Assessa®.
Based on encouraging progress to date, we will work to roll it out in selected clinical deployments in 2015.
Grant funded product development
In the period we were awarded new grant funding of £1.6million (2013: £1.0million) from UK and European sources and at 30 September 2014, £1.6 million remained to be drawn down in the next five years.
We have established a track record of securing and delivering value from grant funding and were particularly pleased to be featured by Innovate UK (formerly the Technology Strategy Board) the UK's innovation agency, as a case study for the successful deployment of its grant funding.
The grant funding, together with the Research and Development Expenditure Credit ('RDEC') is a key part of our investment to develop innovative new products and provides a mechanism for early evaluation and uptake through the funding of pilots and trials. Furthermore working with academic, clinical and commercial partners provides us with important market intelligence and an evidence base for the commercial deployment of these products.
On 16 January 2015 we announced our selection as a partner in the European Prevention of Alzheimer's dementia Initiative (EPAD), part of the Innovative Medicines Initiative (IMI) which is a joint undertaking between the European Union and the European Federation of Pharmaceutical Industries and Associations, (EFPIA) to establish a European-wide register of 24,000 participants, of which 1,500 will be invited to participate in trials to test new treatments for prevention of Alzheimer's dementia. As part of this programme, IXICO will provide its TrialTracker™ platform to collect and manage imaging data in combination with its Assessa® medical device to identify subjects who are most likely to benefit from treatment.
This is part of our continued commitment to explore opportunities to participate in projects working alongside prestigious academic, clinical and commercial partners.
Intellectual Property
Enhancement and protection of our intellectual property is important to maintain our competitive position therefore, in the period we continued to invest in both the maintenance of our existing patent portfolio together with new filings related to our digital health strategy. We have also expanded our proprietary database of clinical and biomarker data, which underpins the uniqueness and performance of our digital health technology and enables breadth of its application across multiple brain disease areas.
A CENTRE OF EXCELLENCE IN DEMENTIA
Dementia, of which Alzheimer's disease is the most common cause, is widely recognised as being devastating, not only for the patient but also for their families and carers. An estimated 850,000 people in the UK currently suffer from dementia and by 2051 the number of sufferers in the country is forecast to reach over 2 million (Source: Alzheimer's Society). In 2013, an estimated 44 million people worldwide were living with dementia, and this number is expected roughly to double every twenty years to approximately 76 million by 2030, and approximately 135 million by 2050 (Alzheimer's Disease International). The global cost of dementia in 2010 was estimated at $604 billion or one per cent of global GDP (Alzheimer's Disease International).
A combination of earlier diagnosis of dementia and consequently earlier clinical intervention and support is increasingly believed to contribute to improving the lives of people with dementia, as well as their families and carers and, critically, to controlling health and social care costs.
Increased excellence in dementia
Building on our reputation as an international centre of excellence in dementia, we continue to work with leading researchers, pharmaceutical companies, governments, regulators and charities around the world to use our proprietary, technology platform to support rapid decision making in the diagnosis and management of people with impaired cognition.
We are working with the Critical Path Institute's Coalition Against Major Diseases (CAMD) on qualifying biomarkers within drug regulation, both for Alzheimer's disease and more recently in Parkinson's disease.
IXICO PEOPLE AND PROFILE
We continue to invest in building the IXICO team focusing on deepening the skill base and broadening our international profile. In October 2014, we delivered a key presentation at the annual meeting at the FDA's White Oak campus on the qualifying of hippocampal volume as a biomarker for enriching clinical trials in Alzheimer's disease. Derek Hill serves as a member of the Prime Minister's dementia research champion group and participated in the G8 Dementia Summit.
IXICO's increasing profile in digital healthcare technologies was recognised on 12 June 2014 when IXICO was invited to
a Technology Industry reception at Buckingham Palace hosted by Her Majesty the Queen.
The Science team was strengthened by the appointment of Dr Robin Wolz in March 2014 and Dr Nicola Hobbs in July 2014. Robin is an honorary research fellow at Imperial College and Nicola has maintained her link with University College London through an honorary faculty position.
On 1 October 2014, Susan Lowther joined IXICO as Chief Financial Officer from Novacyt SA, listed on the French Alternext exchange. Susan has extensive financial and business management experience which will help us to grow the business further and deliver our strategic objectives.
The headcount growth to 52 employees at 30 September 2014 (2013: 39) was primarily in the Operations, Science and Software Development teams to support both the clinical trials services business and new product development.
IXICO publications
During the 16 month period IXICO published thirteen scientific papers and abstracts in leading journals (such as Alzheimer's and Dementia and Neurobiology of Ageing) and at international conferences (such as the Alzheimer's Association International Conference and Clinical Trials in Alzheimer's Disease), contributing to the advancement of both the scientific and regulatory agendas across dementia research.
These were joint publications with pharmaceutical companies (including Eli Lilly, BMS, Janssen, Novartis and AstraZeneca), not-for-profit organisations (including the Critical Path Institute), leading academic centres (including the Mayo Clinic (USA), Imperial College (UK), University College London (UK), Inserm (France), Brescia University (Italy), regulators (EMA) and key opinion leaders in the field including Professors Nick Fox, Giovanni Frisoni and Clifford Jack.
CONCLUSION AND OUTLOOK
During the period IXICO became a public company and continued its evolution in the emerging and fast moving digital healthcare market with a focus on brain health.
We continue to see growth in our clinical trials services business and the potential for more strategic partnerships with pharmaceutical companies using our digital technology platform. Our technologies under development are focused on the opportunity to improve the care of patients by supporting faster and more accurate diagnosis and, critically, the post-diagnosis management of those patients.
We are evaluating accretive technologies and business services which together with the development of existing and new business initiatives should create shareholder value.
We will continue to work closely with our customers, collaborators and business partners to realise our vision and would like to thank them as well as all our staff, shareholders and advisers for their continued commitment, enthusiasm and support.
Financial Review
The financial performance for the sixteen month period ended 30 September 2014 includes revenues generated from the Group's clinical trials services business, together with investment in people and product development following completion of the reverse acquisition of Phytopharm plc on 14 October 2013. The prior year comparison refers to the performance of IXICO Technologies Limited (formerly IXICO Limited) for the twelve months ended 31 May 2013.
Revenue
Revenue for the period of £3.4million (2013: £3.6million) was generated from services provided to pharmaceutical customers.
Other income
Other income for the period comprised income from grants of £0.8million (2013: £0.1million) and RDEC of £0.1million (2013: £Nil).
Research and development
Research and development expenses of £1.4million (2013: £0.7million) were in line with expectations and the Group's plans to invest in new product development. Research and development is a key part of the Group's strategy with further expenditure planned in the forthcoming financial year.
Sales and marketing expenses
Sales and marketing expenses of £0.9million (2013: £0.6million) in the period reflected planned headcount growth and increased external marketing expenditure.
Administrative expenses
Administrative expenses of £3.3million (2013: £0.8million) in the period, reflected planned headcount growth together with the fit out and relocation to larger premises in Long Lane, London, EC1A 9PN. Administrative expenses included non-recurring administrative expenses of £0.9million (2013: £Nil) included the cost of acquiring the public listing, transaction fees and dilapidation costs of the premises previously occupied by Phytopharm plc.
Finance income and expense
Finance income represents interest received and receivable from the Group's cash balances and money market investments.
Finance credit of £Nil (2013: £0.1million) refers to the fair value movement and interest on a loan converted to equity on
20 September 2013.
Taxation
For the period ended 30 September 2014, the Group has elected to take advantage of the research and development expenditure credit ('RDEC'), in the first year of the transitional phase introduced in the Finance Act 2013, whereby a company may surrender corporation tax losses incurred on qualifying research and development expenditure incurred on or after 1 April 2013 for a corporation tax refund. RDEC will run in parallel to the large company research and development scheme which the Group has previously claimed, which will now cease on 31 March 2016.
As a result the corporation tax refund expected for the period increased to £0.3million (2013: £0.1million).
Non-current assets
Non-current assets at 30 September 2014, included property, plant and equipment of £0.1million (2013: £0.05million) and Intangible assets of £0.5million (2013:£Nil). Intangible assets include registered intellectual property and technology associated with neurodegenerative disease conditions acquired through the reverse acquisition and recognised at their fair value at the date of acquisition. The Group reviewed the amortisation period and the amortisation method for the intangible assets at the end of the reporting period and confirmed the assumptions in respect of the future cash flows and discount rate. Further details are set out in note 15 to the consolidated financial statements.
Current assets
Current assets at 30 September 2014 of £4.8million (2013: £2.1million) reflected an increase in trade and other receivables to £1.2million (2013: £0.9million) together with increased cash and cash equivalents of £3.3million (2013: £0.9million).
The Group holds all cash and cash equivalents in sterling and US dollar accounts with institutions with a recognised high rating (typically AA or above) or with one of the major clearing banks.
Current liabilities
Total current liabilities at 30 September 2014 of £1.5million (2013: £2.4million) were £0.9million lower than the prior period due to the conversion of loan notes to equity during the period resulting in convertible loan notes of £Nil (2013: £1.2million), offset by increased trade and other payables of £1.5million (2013: £1.2million).
Equity
Share capital at 30 September 2014 increased to £7.5million (2013: £2.6million) due to i) the conversion of the loan note (£1.0million), ii) ordinary shares issued as part of the reverse acquisition (£3.5million) and iii) the exercise of share options in the period (£0.4million).
Cash flow
During the period £4.5million of cash was acquired. Cash resources were used to pay costs associated with the transaction, plc costs and operating expenses.
Results and dividends
The Group's results for the period ended 30 September 2014 are presented on below. The Group's net loss after taxation for the period was £2.3million compared to a net profit after tax of £0.5million for the year ended 31 May 2013.
The Directors do not recommend the payment of a dividend.
Political donations
The Group made no political donations during the period (2013: £nil).
Notes to the Financial Statements
1. GENERAL INFORMATION
IXICO plc ('the Company') is a public limited company incorporated in England & Wales and is admitted to trading on the AIM market of the London Stock Exchange under the symbol IXI. The address of its registered office is 4th Floor, Griffin Court, 15 Long Lane, London EC1A 9PN.
The Company is an established provider of clinical trials services to the global pharmaceutical industry. The Company provides its proprietary, innovative technologies to those involved in researching and treating serious diseases, especially dementia, to enable timely decision making and improve patient outcomes.
On 14 October 2013 the Company, then named Phytopharm plc, became the legal parent of IXICO Technologies Limited (formerly Ixico Limited). Reverse acquisition accounting has been adopted since the substance of that transaction is that IXICO Technologies Limited (formerly IXICO Limited) is the accounting parent. IXICO Technologies Limited (formerly IXICO Limited) produced its previous annual statutory financial statements for the year ended 31 May 2013 and, following the transaction, has changed its accounting period end to 30 September. Accordingly, the current accounting period was extended for the sixteen month period commencing 1 June 2013 through 30 September 2014.
The consolidated financial statements consolidate the results of IXICO Technologies Limited (formerly IXICO Limited) for the sixteen month period commencing 1 June 2013 through 30 September 2014 together with the results of IXICO plc and its subsidiaries from the acquisition date of 14 October 2013 through 30 September 2014.
The comparative financial information is that of IXICO Technologies Limited (formerly IXICO Limited). The comparative figures for the financial year ended 31 May 2013 are included in the AIM admission document published by the Company on 23 September 2013. The AIM admission document is available on the Company's website www.ixico.com. Those figures have been reported on by IXICO Technology Limited's (formerly IXICO Limited) auditors and their report on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006.
2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION
Basis of preparation
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') as adopted by the European Union, IFRIC interpretations and the Companies Act 2006 applicable to companies operating under IFRS. The accounting policies adopted are consistent with those followed in the preparation of IXICO Technologies Limited (formerly IXICO Limited) annual financial statements for the year ended 31 May 2013 contained in the AIM admission document, which have been prepared in accordance with IFRSs as adopted by the European Union.
The consolidated financial statements have been prepared under the historical cost convention modified by the revaluation of certain financial instruments.
The consolidated financial statements are presented in Sterling (£). This is the predominant functional currency of the Company, and is the currency of the primary economic environment in which it operates. Foreign transactions are accounted in accordance with the policies set out below.
Basis of consolidation
The consolidated financial statements incorporate the results of IXICO plc and of its subsidiaries (together 'the Group'). Subsidiaries are entities over which the Company has the power to govern the financial and operating policies so as to obtain benefits from its activities.
Profit or loss and each component of other comprehensive income are attributed to the equity holders of the parent of the Group. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies. All intra-group assets and liabilities, equity, income and expenses relating to transactions between members of the Group are eliminated in full on consolidation.
Going concern
At the time of approving the consolidated financial statements, and based on a review of the group's forecasts and business plan, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Thus they have adopted the going concern basis of accounting in preparing the consolidated financial statements.
Significant management judgement in applying accounting policies and estimation uncertainty
When preparing the consolidated financial statements, the Directors make a number of judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses.
Significant management judgements
The following are significant management judgements in applying the accounting policies of the Group that have the most significant effect on the financial statements.
Revenue recognition
The Group recognises revenue with regard to amounts chargeable to customers under service contracts. The policy is to recognise testing services upon achievement of milestones set out in the related agreements. This is expected to approximate to the timing of the physical performance of the service activity on such contracts. Recognising revenue also requires significant judgment in determining actual work performed and the estimated costs to complete the work.
Recovery of deferred tax assets
Deferred tax assets have not been recognised for deductible temporary differences and tax losses as the Directors consider that there is not sufficient certainty that future taxable profits will be available to utilise those temporary differences and tax losses.
Estimation uncertainty
Information about estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses is provided below. Actual results may be substantially different.
Reverse acquisition and intangible assets
The Group applied the principles of IFRS 3's reverse acquisition accounting in respect of the Phytopharm plc transaction, modified to record the excess of the fair value of consideration transferred over the fair value of net identifiable assets as a listing expense.
The key judgements involved were the identification and valuation of intangible assets which required the estimation of future cash flows and the selection of a suitable discount rate and the determination that the difference between the fair value of the consideration effectively given and the aggregate of the fair values of the separable net assets acquired effectively represents the cost of acquiring the public listing, and has been treated as an administrative expense.
Share-based payments
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using the Black-Scholes model, with the assumptions detailed in note 23 of the consolidated financial statements.
Changes in accounting policies
The Group has adopted the following amendment to IFRS issued by the IASB, which are relevant to and effective for the Group's consolidated financial statements for the annual period beginning 1 June 2013:
• IFRS 13 Fair value measurement: IFRS 13 clarifies the definition of fair value and provides related guidance and enhanced disclosures about fair value measurements. It does not affect which items are required to be fair-valued. The scope of IFRS 13 is broad and it applies for both financial and non-financial items for which other IFRSs require or permit fair value measurements or disclosures about fair value measurements except in certain circumstances. IFRS 13 applies prospectively for annual periods beginning on or after 1 January 2013. Its disclosure requirements need not be applied to comparative information in the first year of application. The Group has however included as comparative information the IFRS 13 disclosures that were required previously by IFRS 7 'Financial Instruments: Disclosures'. The Group has applied IFRS 13 for the first time in the current year.
Accounting developments
At the date of approval of the consolidated financial statements, the following Standards and Interpretations which have not been applied in the consolidated financial statements were in issue but not yet effective (and in some cases had not yet been adopted by the EU):
• IFRS 9 Financial Instruments (IASB effective date 1 January 2018)(i)
• IFRS 15 Revenue from Contracts with Customers (effective 1 January 2017)(i)
• Defined Benefit Plans: Employee Contributions (Amendments to IAS 19) (effective 1 February 2015)
• Amendments to IFRS 11: Accounting for Acquisitions of Interests in Joint Operations (IASB effective date 1 January 2016)(i)
• Clarification of Acceptable Methods of Depreciation and Amortisation - Amendments to IAS 16 and IAS 38 (IASB effective date 1 January 2016)(i)
• Annual Improvements to IFRSs 2010-2012 Cycle (effective 1 February 2015)
• Annual Improvements to IFRSs 2011-2013 Cycle (effective date 1 January 2015)
• Annual Improvements to IFRSs 2012-2014 Cycle (effective 1 January 2016)(i)
• Amendments to IAS 27: Equity Method in Separate Financial Statements (effective 1 January 2016)(i)
• Sale or Contribution of Assets between an Investor and its Associate or Joint Venture - Amendments to IFRS 10 and
IAS 28 (effective 1 January 2016)(i)
(i) Not adopted by the EU (as at 9 January 2015).
Where relevant, the Group is still evaluating the effect of these Standards issued but not yet effective, on the presentation of its consolidated financial statements.
Reverse acquisition
Although the legal form of this transaction is an acquisition of IXICO Technologies Limited (formerly IXICO Limited) by IXICO plc (formerly Phytopharm plc), the substance is the reverse of this. Accordingly the business combination has been prepared using reverse acquisition accounting, modified to record the excess of the fair value of consideration transferred over the fair value of net identifiable assets as a listing expense.
Under the specific requirements of the Companies Act 2006 and IFRS 3 'Business Combinations', reverse acquisition accounting has been adopted for the period ended 30 September 2014. The key features of this basis of consolidation are:
• consolidated financial statements are a continuation of the results and balances of the legal subsidiary, IXICO Technologies Limited (formerly IXICO Limited),
• the reserves of the Group are those of the legal subsidiary pre-combination together with the results of the whole Group post transaction date,
• the equity of the Group represent the equity structure of the legal parent, IXICO plc (formerly Phytopharm plc) with comparatives re-stated using the exchange ratio of 15.67 established on acquisition,
• where the legal parent issues shares as consideration for the reverse acquisition, the company is obliged once the necessary conditions are satisfied, to record the share premium to the merger relief reserve,
• the difference between the equity of the legal parent and the issued equity instruments of the legal subsidiary pre-combination is recognised as a separate component of equity, and
• the IXICO plc Group will be brought into the consolidation from the date of its reverse acquisition at fair values at that date.
Where an acquiree's existing share-based payment awards are replaced by the acquirer, the exchange of share-based payment awards in conjunction with a reverse acquisition are accounted for as modifications of share-based payment awards in accordance with IFRS 2 'Share-based Payment'. When the legal acquirer voluntarily replaces the acquiree's share-based payment awards with its own awards either all or a portion of the value of the replacement awards forms part of the consideration transferred. The value of the replacement share-based payment awards relating to pre-combination service is included in consideration transferred and post-combination service is accounted for as compensation expense in the post-combination consolidated financial statements.
Revenue
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales-related taxes.
Revenue from short term professional services contracts, such as consultancy and training, is recognised as the service is performed.
Revenue on longer term contracts for services is recognised according to the substance of the Group's obligations under a contract. Where the substance of a transaction is that the Group's contractual obligations are performed gradually over time, revenue is recognised as contract activity progresses, to reflect the Group's partial performance of its contractual obligations. Where the substance of a contract is that a right to consideration does not arise until the occurrence of a critical event, revenue is not recognised until the event occurs.
Where longer term contracts for services allows for the reimbursement for certain expense incurred by the Group in the execution of the service contract, revenue is recognised only to the extent that the expenses incurred are eligible to be recovered. These reimbursements are included in revenue and are subject to a nil gross margin.
Revenue recognised in the income statement but not yet invoiced is held on the consolidated statement of financial position within 'trade and other receivables'. Revenue invoiced but not yet recognised in the income statement is held on the consolidated statement of financial position within 'trade and other payables'.
Other income
Government grants received relating to tangible fixed assets are treated as deferred income and released to the consolidated statement of comprehensive income over the expected useful lives of the assets concerned. Other grants received are recognised on a work done basis.
The Group has elected to take advantage of the research and development expenditure credit ('RDEC'), in the first year of the transitional phase introduced in the Finance Act 2013. A company may surrender corporation tax losses on research and development expenditure incurred on or after 1 April 2013 for a corporation tax refund. Relief is given as a taxable credit on 10% of qualifying R&D expenditure. The Group recognises research and development expenditure credit as an item of other income, taking advantage of the 'above the line' presentation.
Research and development expenditure
Research and development costs are written off to the consolidated statement of comprehensive income in the year in which they are incurred. All research and development costs, whether funded by grant or not, are included within operating expenses and classified as research and development costs.
All ongoing development expenditure is currently expensed in the year in which it is incurred. Due to the regulatory and other uncertainties inherent in the development of the Group's programmes, the criteria for development costs to be recognised as an asset, as prescribed by IAS 38 'Intangible assets', are not met until the product has been submitted for regulatory approval, such approval has been received and it is probable that future economic benefits will flow to the Group. The Group does not currently have any such internal development costs that qualify for capitalisation as intangible assets.
Exceptional items
Exceptional items are disclosed separately in the consolidated financial statements where it is necessary to do so to provide further understanding of the financial performance of the Group. They are material items of income or expense that have been shown separately due to the significance of their nature or amount. These amounts are of a non-recurring nature.
Share-based payments
Equity-settled share-based payments are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in note 23 of the consolidated financial statements. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of equity instruments that will eventually vest. At each balance sheet date, the Group revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market-based vesting conditions.
The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves.
Employee benefits
All employee benefit costs, notably holiday pay and contributions to the Group or personal defined contribution plans, are recognised in the statement of comprehensive income as they are incurred. The Group operates a defined contribution pension scheme. The assets of this scheme are held separately from those of the Group in independently administered funds. The Group does not offer any other post-retirement benefits.
Employee share trust
The Group recognises the assets and liabilities of the trust in its own accounts and shares held by the trust are recorded at cost as a deduction at arriving at total equity until such time as the shares vest unconditionally to employees. The trust is a separately administered trust, funded by contributions from employees and the Group.
Operating leases
Rentals payable under operating leases are charged to the consolidated statement of comprehensive income on a straight line basis over the lease term.
Property, plant and equipment
Property, plant and equipment are stated at historic purchase cost less accumulated depreciation.
The cost of property, plant and equipment is its purchase cost, together with any directly attributable expenses of acquisition. Depreciation is calculated so as to write off the cost of property, plant and equipment, less its estimated residual value, on a straight line basis over the expected useful economic lives of the assets concerned.
The principal rates used for this purpose are:
• Leasehold improvements: straight line over the shorter of 5 years or the lease term
• Fixtures and fittings: 33% straight line
• Equipment: 33% straight line
The assets' residual values and useful lives are reviewed, and adjusted if necessary, at each balance sheet date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within the consolidated statement of comprehensive income.
Intangible assets
Acquired intangible assets are recognised as an intangible asset if it is separable from the acquired business or arises from contractual or legal rights, is expected to generate future economic benefits and its fair value can be reliably measured.
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses.
Intangible assets are amortised using the straight-line method over their estimated useful economic life of 5 years. Amortisation is disclosed under administrative expenses in the consolidated statement of comprehensive income.
The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes are treated as changes in accounting estimates.
Intangible assets are assessed for impairment whenever there is an indication that the intangible asset may be impaired.
Impairment of assets
Non-current assets are reviewed for impairment both annually and when there is an indication that an asset may be impaired (when events or changes in circumstances indicate that carrying value may not be recoverable). An impairment loss is recognised in the consolidated statement of comprehensive income for the amount by which the asset's carrying value exceeds its recoverable amount.
The recoverable amount is the higher of an asset's fair value less cost to sell and value in use. Non-financial assets, other than goodwill, which have suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.
Investments in group undertakings
Investments in group undertakings are carried at cost less any impairment provision. Such investments are subject to an annual impairment review.
Trade and other receivables
Trade and other receivables are initially recognised at fair value and subsequently stated at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 30 days overdue) are considered indicators that the trade receivable is impaired.
The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the statement of comprehensive income within 'administrative expenses'. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against 'administrative expenses' in the consolidated statement of comprehensive income.
Current tax
Current tax represents United Kingdom tax recoverable and is provided at amounts expected to be recovered using the tax rates and laws that have been enacted at the balance sheet date.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand with original maturities at inception of three months or less.
Foreign currency translation
Transactions denominated in foreign currencies are translated into sterling at actual rates of exchange ruling at the date of transaction. Monetary assets and liabilities expressed in foreign currencies are translated into sterling at rates of exchange ruling at the end of the financial year. All foreign currency exchange differences are taken to the consolidated statement of comprehensive income in the year in which they arise.
Trade and other payables
Trade and other payables are non-interest bearing and are initially recognised at fair value and subsequently stated at amortised cost.
Equity instruments
Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.
Financial instruments
Financial assets and financial liabilities are recognised on the consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument. Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement.
The component parts of compound instruments (convertible loan notes) issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.
At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. The embedded derivative is recorded at fair value through profit and loss and fair valued at each reporting date.
The effective interest rate method is a method of calculating the amortised cost of a financial instrument and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash flows through the expected life of the financial instrument, or, where appropriate, to the net carrying amount on initial recognition.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting period.
Deferred taxation
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements in accordance with IAS 12 'Income taxes'. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax asset is recognised only to the extent that it is probable that sufficient taxable profit will be available in future years to utilise the temporary difference. Deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction affects neither the accounting, nor taxable profit or loss.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
3. REVERSE ACQUISITION
With effect from 14 October 2013 the Company, then named Phytopharm plc, became the legal parent of IXICO Technologies Limited (formerly IXICO Limited). The aggregate consideration for the acquisition was £4,843,000 satisfied by the initial issue of 8,014,403 new ordinary shares and put and call options over 465,350 shares which in substance reflect replacement awards issued by IXICO plc to satisfy outstanding share options under the IXICO Technologies Limited (formerly IXICO Limited) unapproved share option scheme.
Due to the relative values of the companies, the former IXICO Technologies Limited (formerly IXICO Limited) shareholders became the majority shareholders with approximately 55% of the share capital of the enlarged Group.
The fair value of the assets and liabilities acquired are as follows:
|
£'000 |
Cash and cash equivalents |
4,497 |
Money market investments |
103 |
Trade and other receivables |
600 |
Intangible fixed assets |
650 |
Trade and other payables |
(1,534) |
Deferred tax liability |
(130) |
Total identifiable net assets |
4,186 |
|
|
Excess treated as the cost of acquiring the public listing |
657 |
Total consideration |
4,843 |
Total consideration
The fair value of the new ordinary shares issued as consideration for the acquisition of IXICO Technologies Limited (formerly IXICO Limited) of £4,648,000 was determined on the basis of the Company's mid-market closing share price on 14 October 2013, being the date the Company acquired control of IXICO Technologies Limited (formerly IXICO Limited).
There is a potential issue of 465,350 new ordinary shares in the Company to satisfy the exercise of outstanding share options under the IXICO Technologies Limited (formerly IXICO Limited) unapproved share option scheme. These share options must be exercised by 14 October 2015 or they will lapse. The exercise of these options is at the option of the holder with a proscribed conversion rate for the effective issue of new IXICO plc shares. The fair value of the share options of £195,000 was estimated using a Black-Scholes valuation model assuming a risk-free interest rate equivalent to the United Kingdom 2 year gilt yield on 14 October 2013 and a volatility equivalent to the historical volatility attributable to the IXICO Technologies Limited (formerly IXICO Limited) share price. As at 30 September 2014, 106,545 ordinary shares were issued following the exercise of share options relating to the replaced share option scheme.
Cost of acquiring the public listing
The cost of acquiring the public listing being the excess of the fair value of consideration transferred over the fair value of net identifiable assets, has been recognised in the consolidated statement of comprehensive income.
Intangible assets
Intangible assets were acquired through the reverse acquisition and initially recognised at cost, their fair value at the date of acquisition. Intangible assets include, registered intellectual property (royalty income from a third party) and technology and marketing related intangibles associated with neurodegenerative disease conditions arising from the Company's historic research and development activities.
The fair value of the intangible assets was determined using discounted cash flow models. The key assumptions for the valuation method are those regarding future cash flows and discount rates. Cash flow projections are based on management forecasts approved by the Board covering a five year period. Management considered it prudent to ignore cash flows beyond the five year period. Management applied sensitivity analysis on certain cash flows due to the nature of the clinical trial process. The pre-tax discount rate of 12% was applied to the cash flow projections to reflect current market assessment of the time value of money and the risks specific to the asset.
Deferred tax liability
A deferred tax liability was recognised due to the temporary difference arising from the recognition of the intangible assets acquired through the reverse acquisition. The deferred tax liability has been measured at 20%, the tax rate that is expected to apply over the useful economic life of the intangible asset.
Money market investments
Money market investments represented deposits placed with a range of banks with notice periods exceeding three months. These investments reached maturity during the period and were placed on deposit, with maturities no longer than three months.
4. INVESTMENTS IN SUBSIDIARIES
The consolidated financial statements of the Group as at 30 September 2014 include:
|
|
|
|
Proportion of |
Proportion of |
|
|
Place of |
Principle |
ownership |
voting rights |
Name of subsidiary |
Class of share |
incorporation |
activities |
interest |
held |
IXICO Technologies Limited |
|
|
|
|
|
(formerly IXICO Limited) |
Ordinary |
United Kingdom |
Operations |
100% |
100% |
IXItech Limited |
|
|
|
|
|
(formerly Phytotech Limited) |
Ordinary |
United Kingdom |
Operations |
100% |
100% |
Phytodevelopments Limited |
Ordinary |
United Kingdom |
Dormant |
100% |
100% |
IXICO US LLC |
Members Interest |
United States |
Dormant |
100% |
100% |
5. SEGMENTAL INFORMATION
The Group's development and commercial functions operating across all the company's activities, are managed centrally and are reported internally as a single business. The chief operating decision maker has been identified as the chief executive officer. The executive management review the Group's internal reporting in order to assess performance and allocate resources. Management has determined the operating segment based on these reports. Accordingly, the Directors consider that there is only one reporting segment.
The Group is domiciled in the United Kingdom with all sales originating in the United Kingdom. All non-current assets are located in the United Kingdom.
In the period ended 30 September 2014, the Group had three customers that exceeded 10% of total revenue, being 49%, 15% and 14%. In the year ended 31 May 2013, the Group had three customers that exceeded 10% of total revenue, being 31%, 27% and 13%.
An analysis of the Group's revenue by geographic location of its customers are as follows:
|
16 months |
12 months |
|
ended |
ended |
|
30 September |
31 May |
|
2014 |
2013 |
|
£'000 |
£'000 |
United Kingdom |
1,959 |
1,125 |
United States |
984 |
2,146 |
Europe |
411 |
375 |
China |
59 |
- |
Revenue |
3,413 |
3,646 |
6. OTHER INCOME
|
16 months |
12 months |
|
ended |
ended |
|
30 September |
31 May |
|
2014 |
2013 |
|
£'000 |
£'000 |
Grant income |
826 |
70 |
Research and development expenditure credit |
116 |
- |
Other income |
942 |
70 |
All grant income originates in the United Kingdom.
The Group recognised research and development expenditure credit as an item of other income, taking advantage of the above the line presentation.
7. EXCEPTIONAL EXPENSES
Exceptional expenses are the non-recurring costs of acquiring the public listing, together with other transaction costs incurred by IXICO Technologies Limited (formerly IXICO Limited) and certain legacy costs incurred relating to the Huntingdon building previously occupied by the Phytopharm group.
These expenses have been recognised in the consolidated statement of comprehensive income as exceptional expenses due to their
non-recurring nature.
|
16 months |
12 months |
|
ended |
ended |
|
30 September |
31 May |
|
2014 |
2013 |
|
£'000 |
£'000 |
Cost of acquiring the public listing |
657 |
- |
Restructuring costs |
281 |
- |
Non-recurring administrative expenses |
938 |
- |
8. AUDITOR'S REMUNERATION
The analysis of the auditor's remuneration is as follows:
|
16 months |
12 months |
|
ended |
ended |
|
30 September |
31 May |
|
2014 |
2013 |
|
£'000 |
£'000 |
Fees payable to the Group's auditors for the audit of: |
|
|
the Company's annual accounts |
12 |
13 |
the subsidiaries' annual accounts |
16 |
- |
Total audit fees |
28 |
13 |
|
|
|
Tax compliance services |
13 |
2 |
Other services |
14 |
15 |
Total non-audit fees |
27 |
17 |
9. EMPLOYEES AND DIRECTORS
The average monthly number of persons (including executive directors) employed by the Group was:
|
16 months |
12 months |
|
ended |
ended |
|
30 September |
31 May |
|
2014 |
2013 |
|
£'000 |
£'000 |
Administration |
10 |
13 |
Operations, research and development |
35 |
28 |
Average total persons employed |
45 |
41 |
As at 30 September 2014 the Group had 52 employees (31 May 2013: 39).
Staff costs in respect of these employees were:
|
16 months |
12 months |
|
ended |
ended |
|
30 September |
31 May |
|
2014 |
2013 |
|
£'000 |
£'000 |
Wages and salaries |
1,959 |
1,658 |
Social security costs |
335 |
188 |
Other pension costs |
157 |
54 |
Share-based payments |
102 |
107 |
Total remuneration |
2,553 |
2,007 |
The Group operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those
of the Group in independently administered funds. The amounts outstanding at 30 September 2014 in respect of pension are £nil
(31 May 2013: £nil).
The share-based payment during the 16 months ended 30 September 2014 included £4,000 (Year ended 31 May 2013: £5,000) related to options issued to former directors of the Group who are no longer employees.
Key management remuneration:
|
16 months |
12 months |
|
ended |
ended |
|
30 September |
31 May |
|
2014 |
2013 |
|
£'000 |
£'000 |
Short-term employee benefits |
1,208 |
647 |
Post-employment benefits |
59 |
39 |
Total remuneration |
1,267 |
686 |
Key management includes executive directors, non-executive directors and senior management who have the responsibility for planning, directing and controlling, directly or indirectly, the activities of the Group.
10. OPERATING (LOSS)/PROFIT
An analysis of the Group's operating (loss)/profit has been arrived at after charging:
|
16 months |
12 months |
|
ended |
ended |
|
30 September |
31 May |
|
2014 |
2013 |
|
£'000 |
£'000 |
Research and development expenses |
1,369 |
694 |
Sales and marketing expenses |
922 |
570 |
Operating lease charges: land and building |
269 |
108 |
Depreciation of property, plant and equipment |
51 |
22 |
Amortisation of intangible asset |
130 |
- |
Foreign exchange loss/(gain) |
101 |
(48) |
Fees payable to the company's auditors |
55 |
30 |
Administrative expenses |
1,736 |
657 |
Non-recurring administrative expenses |
938 |
- |
Total operating expenses |
5,571 |
2,033 |
11. FINANCE EXPENSE
|
16 months |
12 months |
|
ended |
ended |
|
30 September |
31 May |
|
2014 |
2013 |
|
£'000 |
£'000 |
Deemed interest on the convertible loan |
- |
(114) |
Fair value movement on the embedded derivative |
- |
211 |
Finance (expense)/credit |
- |
97 |
Further information on the fair value movement on the embedded derivative and the interest on the convertible loan notes can be found in note 20 of the consolidated financial statements.
12. TAXATION
The tax charge for each period can be reconciled to the (loss)/profit per consolidated statement of comprehensive income as follows:
|
16 months |
12 months |
|
ended |
ended |
|
30 September |
31 May |
|
2014 |
2013 |
|
£'000 |
£'000 |
(Loss)/profit on ordinary activities before taxation |
(2,498) |
476 |
|
|
|
(Loss)/profit before tax at the effective rate of corporation tax |
|
|
in the United Kingdom of 22.25% (2013: 23.83%) |
(556) |
113 |
|
|
|
Effects of: |
|
|
Expenses not deductible for tax purposes |
(163) |
(32) |
Capital allowances in excess of depreciation |
(10) |
1 |
Trading losses carried forward |
(69) |
34 |
Other temporary differences |
(9) |
18 |
Adjustment in respect of prior years |
23 |
- |
R&D uplifts net of losses surrendered for tax credits |
578 |
(198) |
Tax credit for the period |
(206) |
(64) |
The tax credit for each period can be reconciled as follows:
|
16 months |
12 months |
|
ended |
ended |
|
30 September |
31 May |
|
2014 |
2013 |
|
£'000 |
£'000 |
Small or medium enterprise research and development credit |
(228) |
(64) |
Deduction for corporation tax on research and development expenditure credit |
27 |
- |
Adjustment in respect of prior years |
21 |
- |
Deferred tax movement on amortisation |
(26) |
- |
Tax credit for the period |
(206) |
(64) |
For the period ended 30 September 2014, the Group has elected to take advantage of the research and development expenditure credit ('RDEC'), in the first year of the transitional phase introduced in the Finance Act 2013. A company may surrender corporation tax losses on research and development expenditure incurred on or after 1 April 2013 for a corporation tax refund. RDEC will run in parallel to the large company research and development scheme which the Group has previously claimed, which will now cease on 31 March 2016. The following is a reconciliation between the tax charge and the tax receivable within the consolidated statement of financial position:
|
As at |
As at |
|
30 September |
31 May |
|
2014 |
2013 |
|
£'000 |
£'000 |
Current tax receivable at start of period |
297 |
233 |
Current tax receivable acquired in reverse acquisition |
323 |
- |
Current period credit |
295 |
64 |
Corporation tax repayment |
(597) |
- |
Current tax receivable at end of period |
318 |
297 |
The tax credit for each period can be reconciled to the current period credit recognised in tax receivable within the consolidated statement of financial position in each period as follows:
|
As at |
As at |
|
30 September |
31 May |
|
2014 |
2013 |
|
£'000 |
£'000 |
Tax credit for the year |
206 |
64 |
Research and development expenditure credit net of corporation tax deduction |
89 |
--- |
Current tax receivable in the period |
295 |
64 |
13. (LOSS)/EARNINGS PER SHARE
Basic (loss)/earnings per share is calculated by dividing the (loss)/profit for the period attributable to equity holders by the weighted average number of ordinary shares outstanding during the period after the deduction of the weighted average number of the ordinary shares held by the employee benefit trust during the period.
For diluted (loss)/earnings per share, the (loss)/profit for the period attributable to equity holders and the weighted average number of ordinary shares outstanding during the period is adjusted to assume conversion of all dilutive potential ordinary shares.
As at 30 September 2014, the Group has no dilutive potential ordinary shares in issue.
The calculation of the Group's basic and diluted (loss)/earnings per share is based on the following data:
|
16 months |
12 months |
|
ended |
ended |
|
30 September |
31 May |
|
2014 |
2013 |
|
£'000 |
£'000 |
(Loss)/profit for the period attributable to equity holders for basic (loss)/earnings |
(2,292) |
540 |
Deemed interest on the convertible loan notes |
- |
114 |
(Loss)/profit for the period attributable to equity holders adjusted for the effects of dilution |
(2,292) |
654 |
|
As at |
As at |
|
30 September |
31 May |
|
2014 |
2013 |
|
£'000 |
£'000 |
Weighted average number of ordinary shares for basis (loss)/earnings per share |
15,058,982 |
5,216,324 |
Effects of dilution: |
|
|
Share options |
358,806 |
1,287,159 |
Convertible loan notes |
- |
1,976,271 |
Shares held by trustees in respect to the Company's Share Incentive Plan 2007 |
(1,740) |
- |
Weighted average number of ordinary shares adjusted for the effects of dilution |
15,416,048 |
8,479,754 |
14. PROPERTY, PLANT AND EQUIPMENT
|
Leasehold |
Fixtures & |
|
|
|
improvement |
fittings |
Equipment |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
Cost |
|
|
|
|
At 31 May 2012 |
- |
6 |
153 |
159 |
Additions |
- |
- |
19 |
19 |
At 31 May 2013 |
- |
6 |
172 |
178 |
Additions |
62 |
1 |
62 |
125 |
Disposals |
- |
- |
(2) |
(2) |
At 30 September 2014 |
62 |
7 |
232 |
301 |
|
|
|
|
|
Accumulated Depreciation |
|
|
|
|
At 31 May 2012 |
- |
5 |
105 |
110 |
Charge for the period |
- |
1 |
21 |
22 |
At 31 May 2013 |
- |
6 |
126 |
132 |
Charge for the period |
4 |
1 |
46 |
51 |
Disposals |
- |
- |
(2) |
(2) |
At 30 September 2014 |
4 |
7 |
170 |
181 |
|
|
|
|
|
Net Book Value |
|
|
|
|
At 31 May 2013 |
- |
- |
46 |
46 |
At 30 September 2014 |
58 |
- |
62 |
120 |
As at 30 September 2014 and 30 September 2013, the Company had no property, plant and equipment.
15. INTANGIBLE ASSETS
|
Registered |
Technology |
|
|
intellectual |
& marketing |
|
|
property |
know-how |
Total |
|
£'000 |
£'000 |
£'000 |
Cost |
|
|
|
At 31 May 2012 and 31 May 2013 |
- |
- |
- |
Additions - reverse acquisition |
150 |
500 |
650 |
At 30 September 2014 |
150 |
500 |
650 |
|
|
|
|
Amortisation and Impairment |
|
|
|
At 31 May 2012 and 31 May 2013 |
- |
- |
- |
Amortisation |
30 |
100 |
130 |
At 30 September 2014 |
30 |
100 |
130 |
|
|
|
|
Net Book Value |
|
|
|
At 31 May 2013 |
- |
- |
- |
At 30 September 2014 |
120 |
400 |
520 |
Intangible assets were acquired through the reverse acquisition and initially recognised at cost, their fair value at the date of acquisition. Intangible assets include registered intellectual property (royalty income from a third party), technology and marketing related intangibles associated with neurodegenerative disease conditions arising from the Company's historic research and development activities.
The Group reviewed the amortisation period and the amortisation method for the intangible assets at the end of the reporting period. The assumptions in respect of the future cash flows and discount rate have not changed since initial recognition.
The Group continually monitors events and changes in circumstances that could indicate that the intangible assets may be impaired. During the reporting period, the Group identified no evidence that indicate the intangible assets may be impaired.
As at 30 September 2014 and 30 September 2013, the Company had no intangible assets.
16. INVESTMENTS IN GROUP UNDERTAKINGS
|
Company |
|
As at |
As at |
|
30 September |
30 September |
|
2014 |
2013 |
|
£'000 |
£'000 |
IXItech Limited (formerly Phytotech Limited) |
|
|
At 1 October |
2 |
1,815 |
Decrease in capital contribution relating to share option credit |
- |
(13) |
Impairment of investment |
- |
(1,800) |
At 30 September |
2 |
2 |
|
|
|
IXICO Technologies Limited (formerly IXICO Limited) |
|
|
At 1 October |
- |
- |
Initial issue of 8,014,403 new ordinary shares at £0.58 per share |
4,648 |
- |
Fair value of the exchanged share-based payment awards |
195 |
- |
Issue of 106,545 shares for the exercise of share options at £0.625 per share |
66 |
- |
At 30 September |
4,909 |
- |
Total investments in group undertakings |
4,911 |
2 |
IXItech Limited (formerly Phytotech Limited)
The capital contribution relating to share-based payments relates to share options granted by the Company to employees of subsidiary undertakings in the Group. Further information on the Group's share option schemes can be found in note 23 of the consolidated financial statements.
Following the completion of the Group's strategic review during the period ended 30 September 2013, the investment in IXITech Limited (formerly Phytotech Limited) amounting to £1,800,000 was impaired to the par value of the ordinary share capital of £2,000.
IXICO Technologies Limited (formerly IXICO Limited)
With effect from 14 October 2013 the Company, then named Phytopharm plc, became the legal parent of IXICO Technologies Limited (formerly IXICO Limited). The aggregate consideration for the acquisition was £4,843,000 satisfied by the initial issue of 8,014,403 new ordinary shares and put and call options over 465,350 shares which in substance reflect replacement awards issued by IXICO plc to satisfy outstanding share options under the IXICO Technologies Limited (formerly IXICO Limited) unapproved share option scheme.
The fair value of the new ordinary shares issued as consideration for the acquisition of IXICO Technologies Limited (formerly IXICO Limited) (£4,648,000) was determined on the basis of the Company's mid-market closing share price on 14 October 2013, being the date the Company acquired control of IXICO Technologies Limited (formerly IXICO Limited).
There is a potential issue of 465,350 new ordinary shares in the Company to satisfy the exercise of outstanding share options under the IXICO Technologies Limited (formerly IXICO Limited) unapproved share option scheme. These share options must be exercised by 14 October 2015 or they will lapse. The exercise of these options is at the option of the holder with a proscribed conversion rate for the effective issue of new IXICO plc shares. The fair value of the share options of £195,000 was estimated using a Black-Scholes valuation model assuming a risk-free interest rate equivalent to the United Kingdom 2 year gilt yield on 14 October 2013 and a volatility equivalent to the historical volatility attributable to the IXICO Technologies Limited (formerly IXICO Limited) share price. As at 30 September 2014, 106,545 ordinary shares were issued following the exercise of share options relating to the replaced share option scheme.
17. TRADE AND OTHER RECEIVABLES
|
Group |
Company |
|
As at |
As at |
As at |
As at |
|
30 September |
31 May |
30 September |
30 September |
|
2014 |
2013 |
2014 |
2013 |
|
£'000 |
£'000 |
£'000 |
£'000 |
Amounts receivable within one year |
|
|
|
|
Trade receivables |
600 |
820 |
- |
- |
Other receivables |
344 |
78 |
- |
60 |
Other taxation and social security |
- |
- |
33 |
- |
Prepayments |
217 |
29 |
47 |
19 |
Trade and other receivables |
1,161 |
927 |
80 |
79 |
|
|
|
|
|
Amounts receivable after more than one year |
|
|
|
|
Amounts due from subsidiary undertakings |
- |
- |
2,062 |
- |
Amounts due from subsidiary undertakings |
- |
- |
2,062 |
- |
The average credit period offered on sales of goods varies amongst customers having payment terms ranging from 30 days to 75 days. The Group has recognised an allowance for doubtful debts based on estimated irrecoverable amounts determined by reference to past default experience of the counterparty and an analysis of the counterparty's current financial position.
As at the period end, the provision for impairment of trade receivables is as follows:
|
Group |
Company |
|
As at |
As at |
As at |
As at |
|
30 September |
31 May |
30 September |
30 September |
|
2014 |
2013 |
2014 |
2013 |
|
£'000 |
£'000 |
£'000 |
£'000 |
Provision for impairment at start of period |
- |
- |
- |
- |
Increase in provision |
16 |
- |
- |
- |
Provision for impairment at end of period |
16 |
- |
- |
- |
Trade receivables disclosed include amounts which are past due at the period end but against which the Group has not recognised an allowance for doubtful receivables. There has not been a significant change in credit quality and the amounts (which include interest accrued on overdue receivable balances) are still considered recoverable. As at 30 September 2014, the average age of these receivables is 64 days (31 May 2013: 82 days).
As at the period end, the ageing of trade receivable which are past due but not impaired is as follows:
|
Group |
Company |
|
As at |
As at |
As at |
As at |
|
30 September |
31 May |
30 September |
30 September |
|
2014 |
2013 |
2014 |
2013 |
|
£'000 |
£'000 |
£'000 |
£'000 |
Less than 30 days |
- |
98 |
- |
- |
31-60 Days |
- |
- |
- |
- |
61-90 Days |
- |
- |
- |
- |
More than 90 days |
11 |
- |
- |
- |
Total trade receivables past due but not impaired |
11 |
98 |
- |
- |
The fair value of trade and other receivables approximate their current book values. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in note 25 of the consolidated financial statements.
Amounts due from subsidiary undertakings are interest free, unsecured and have no fixed date of repayment.
18. DEFERRED TAX ASSET (UNRECOGNISED)
|
Group |
Company |
|
As at |
As at |
As at |
As at |
|
30 September |
31 May |
30 September |
30 September |
|
2014 |
2013 |
2014 |
2013 |
|
£'000 |
£'000 |
£'000 |
£'000 |
Tax effect of timing differences: |
|
|
|
|
Depreciation in excess of tax allowances |
21 |
5 |
(4) |
5 |
Accumulated losses |
(12,715) |
(680) |
(1,452) |
1,233 |
Temporary differences |
(14) |
(4) |
- |
- |
Deferred tax asset (unrecognised) |
(12,708) |
(679) |
(1,456) |
1,238 |
The unrecognised deferred tax asset is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the latest balance date, currently 21%.
The unrecognised deferred tax is based on material temporary differences that have originated but not reversed at the balance sheet date from transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future.
19. TRADE AND OTHER PAYABLES
|
Group |
Company |
|
As at |
As at |
As at |
As at |
|
30 September |
31 May |
30 September |
30 September |
|
2014 |
2013 |
2014 |
2013 |
|
£'000 |
£'000 |
£'000 |
£'000 |
Amounts falling due within one year |
|
|
|
|
Trade payables |
398 |
195 |
55 |
347 |
Other taxation and social security |
66 |
114 |
- |
- |
Accrued expenses |
976 |
875 |
98 |
335 |
Other payables |
57 |
2 |
- |
- |
Trade and other payables |
1,497 |
1,186 |
153 |
682 |
|
|
|
|
|
Amounts falling due after more than one year |
|
|
|
|
Amounts due to subsidiary undertakings |
- |
- |
969 |
- |
Amounts due to subsidiary undertakings |
- |
- |
969 |
- |
Trade payables and accrued expenses principally comprise amounts outstanding for trade purchases and ongoing costs. As at
30 September 2014, the average credit period taken for trade purchases is 111 days (31 May 2013: 54 days). For all suppliers no interest is charged on the trade payables. The company's policy is to ensure that payables are paid within the pre-agreed credit terms and to avoid incurring penalties and/or interest on late payments.
The fair value of trade and other payables approximates their current book values.
Amounts due to subsidiary undertakings are interest free, unsecured and have no fixed date of repayment.
20. CONVERTIBLE LOAN NOTE
|
Group |
Company |
|
As at |
As at |
As at |
As at |
|
30 September |
31 May |
30 September |
30 September |
|
2014 |
2013 |
2014 |
2013 |
|
£'000 |
£'000 |
£'000 |
£'000 |
Current liability: |
|
|
|
|
Host debt |
- |
1,076 |
- |
- |
Embedded derivative |
- |
146 |
- |
- |
Convertible loan note |
- |
1,222 |
- |
- |
On 11 May 2010, the IXICO Technologies Limited (formerly IXICO Limited) board passed a resolution to create up to £1,200,000 of convertible unsecured loan notes, with a minimum of £800,000 on a three year term. They were interest bearing only if IXICO Technologies Limited (formerly IXICO Limited) did not convert or redeem within the three year term.
The loan notes could only be converted or redeemed in the following circumstances:
• Note holders could request redemption at twice the loan note value after three years or after a sale/exit event;
• Note holders could convert after three years, or after a sale/exit event, or after a further fundraising.
The conversion price was based on twice the last 12 months' audited revenue with the number of shares issued to loan note holders being twice the loan amount at the conversion price.
A deed of variation was made on 13 June 2013, to suspend the rights of note holders to demand redemption or conversion until the earlier of:
• 30 September 2013; or
• the date that the Group notifies note holders that a sale is no longer contemplated.
The convertible loan notes are carried at amortised cost.
On initial recognition, the conversion option in relation to the convertible loan notes led to a potentially variable number of shares, therefore the convertible loan notes are accounted for as a host debt (recorded initially at fair value, net of transaction costs and subsequently valued at amortised cost) with an embedded derivative (recorded at fair value through profit and loss and fair valued at each reporting date).
The convertible loan notes have been separated into two components - the host debt instrument and the embedded derivative on initial recognition. The value of the host debt instrument will increase to the principal amount by the date of maturity.
The effective interest cost of the convertible loan notes is the sum of that increasing value in the period. The derivative element varies in value according to the market price of the underlying ordinary shares and the period remaining for conversion, amongst other factors.
On 20 September 2013, the entire outstanding balance of the convertible loan notes was converted into 126,131 ordinary shares of
IXICO Technologies Limited (formerly IXICO Limited). In a reverse acquisition under IFRS 3 'Business Combinations', the equity of the Group represents the capital structure of the legal parent, IXICO plc. The comparatives, the capital structure of the legal subsidiary (IXICO Technologies Limited, formerly IXICO Limited) are re-stated using the exchange ratio of 15.67 established on acquisition. The shares issued on conversion equate to 1,976,271 shares based on the exchange ratio.
21. DEFERRED TAX LIABILITY
|
Group |
Company |
|
As at |
As at |
As at |
As at |
|
30 September |
31 May |
30 September |
30 September |
|
2014 |
2013 |
2014 |
2013 |
|
£'000 |
£'000 |
£'000 |
£'000 |
Balance at start of period |
- |
- |
- |
- |
Deferred tax liability resulting from the reverse acquisition |
130 |
- |
- |
- |
Amortisation charge |
(26) |
- |
- |
- |
Balance at end of period |
104 |
- |
- |
- |
The deferred tax liability was recognised due to the temporary difference arising from the recognition of the intangible assets acquired through the reverse acquisition. The deferred tax liability has been measured at 20%, the tax rate that is expected to apply over the useful economic life of the intangible asset.
The deferred tax liability is being amortised using the straight-line method over five years, reflecting the estimated useful economic life of the intangible asset. Amortisation is disclosed under administrative expenses in the consolidated statement of comprehensive income.
22. ISSUED CAPITAL AND RESERVES
Ordinary shares and share premium
|
|
Group |
|
|
Ordinary |
|
|
|
share of |
Share |
Share |
|
50 pence |
Capital |
Premium |
|
Number |
£'000 |
£'000 |
At 31 May 2012 and 31 May 2013 |
5,216,324 |
2,608 |
76,791 |
Issued on 20 September 2013 for the conversion of loan note |
1,976,271 |
988 |
- |
Issued on 14 October 2013 for the exercise of share options |
821,808 |
411 |
- |
Issued on 14 October 2013 for the cost of acquisition |
6,938,034 |
3,469 |
- |
Issued on 12 August 2014 for the exercise of share options |
106,545 |
53 |
13 |
At 30 September 2014 |
15,058,982 |
7,529 |
76,804 |
|
|
Company |
|
|
Ordinary |
|
|
|
share of |
Share |
Share |
|
50 pence |
Capital |
Premium |
|
Number |
£'000 |
£'000 |
At 30 September 2012 and 30 September 2013 |
6,938,034 |
3,469 |
76,791 |
Issued on 14 October 2013 for the cost of acquisition |
8,014,403 |
4,007 |
- |
Issued on 12 August 2014 for the exercise of share options |
106,545 |
53 |
13 |
At 30 September 2014 |
15,058,982 |
7,529 |
76,804 |
In a reverse acquisition under IFRS 3 'Business Combinations', the presentation of the financial statements represents the continuation of the legal subsidiary, IXICO Technologies Limited (formerly IXICO Limited), except for the legal capital structure. The equity of the Group represents the capital structure of the legal parent, IXICO plc. The comparatives, the capital structure of the legal subsidiary are re-stated using the exchange ratio of 15.67 established on acquisition to reflect the number of shares of the legal parent issued in the reverse acquisition. The capital structure of the legal subsidiary are also re-stated to reflect the share capital consolidation on 4 September 2013. After accounting for these adjustments, the comparative share capital of the legal subsidiary is 5,216,324 ordinary shares in issue.
On 4 September 2013 the Company effected a share capital consolidation whereby the Company issued one ordinary share of 50 pence for every fifty existing ordinary shares of one pence. On completion of the share capital consolidation the Company had 6,938,034 ordinary shares in issue.
On 20 September 2013, the entire outstanding balance of the convertible loan notes was converted into 126,131 ordinary shares of IXICO Technologies Limited (formerly IXICO Limited). The shares issued on conversion equate to 1,976,271 shares based on the exchange ratio of 15.67 established on acquisition.
On 14 October 2013, 52,450 ordinary shares of IXICO Technologies Limited (formerly IXICO Limited) were issued following the exercise of the approved share options as part of the reverse acquisition. The shares exercised equate to 821,808 shares based on the exchange ratio of 15.67 established on acquisition.
With effect from 14 October 2013 the Company, then named Phytopharm plc, became the legal parent of IXICO Technologies Limited (formerly IXICO Limited). The aggregate consideration for the acquisition was £4,843,000 satisfied by the initial issue of 8,014,403 new ordinary shares and put and call options over 465,350 shares which in substance reflect replacement awards issued by IXICO plc to satisfy outstanding share options under the IXICO Technologies Limited (formerly IXICO Limited) unapproved share option scheme.For the Group ordinary share and share premium reconciliation, the cost of acquisition relates to the ordinary share capital and share premium of the legal parent.
On 12 August 2014, 106,545 ordinary shares were issued following the exercise of share options relating to the replaced share option scheme. The difference between the cash amount received by IXICO Technologies Limited (formerly IXICO Limited) in respect of the shares issued by the company and the market value of the subsequent issue of replacement shares in IXICO plc has been booked in ordinary share and share premium accounts.
The Group and Company does not have an authorised share capital as provided by the Companies Act 2006.
Merger relief reserve
In accordance with Companies Act 2006 S.612 'Merger Relief', the company issuing shares as consideration for a business combination, accounted at fair value, is obliged, once the necessary conditions are satisfied, to record the share premium to the merger relief reserve.
Reverse acquisition reserve
Reverse accounting under IFRS 3 'Business Combinations' requires the difference between the equity of the legal parent and the issued equity instruments of the legal subsidiary pre-combination is recognised as a separate component of equity.
IXICO Share Incentive Plan 2007 (formerly the Phytopharm Share Incentive Plan 2007)
Netted against the accumulated loss are purchases of shares in IXICO plc, which relate to the IXICO Share Incentive Plan 2007, under which the Company issued one "Matching Share" for every one "Partnership Share" purchased by the employee. All shares are held by the scheme Trustees until the shares vest unconditionally with the employee. During the period ended 30 September 2014, the Group purchased nil ordinary shares of 50 pence (2013: 17,827 ordinary shares of 1 pence, 356 ordinary shares of 50 pence after the share capital consolidation) at a total cost of £nil (2013: £3,000). As at 30 September 2014, 1,740 ordinary shares of 50 pence were held by the scheme Trustees (2013: 1,738 ordinary shares of 50 pence).
23. SHARE-BASED PAYMENTS
Certain directors and employees of the Group hold options to subscribe for shares in the Group under share option schemes.
The number of shares subject to options, the periods in which they were granted and the period in which they may be exercised are given below.
The Group operates one share option scheme (31 May 2013: two) which now has fully vested. Options granted under the schemes are for £nil consideration and are exercisable at a price determined on the date of the grant.
The vesting period is three years. If the options remain unexercised after a period of ten years from the date of grant, the options expire. Options are forfeited if the employee leaves the company before options vest.
As part of the reverse acquisition the following took place:
• by a deed of variation dated 20 September 2013, the period in which the unapproved option holders can exercise their options following the acquisition was extended from six months to two years from 14 October 2015, and
• at the same time IXICO plc (formerly Phytopharm plc) issued a letter to each such option holder committing to exchange all the shares in IXICO Technologies Limited (formerly IXICO Limited) arising from the exercise of such options for ordinary shares in IXICO plc at the acquisition price.
During the period ended 30 September 2014, IXICO Technologies Limited (formerly IXICO Limited) share options have been re-stated based on the exchange ratio of 15.67 established on acquisition to reflect the number of shares of the legal parent issued in the reverse acquisition.
As part of the reverse acquisition, all outstanding approved share options in IXICO Technologies Limited (formerly IXICO Limited), 781,853 re-stated options (49,900 share options), were exercised on the date of acquisition.
IXICO plc established a replacement share option scheme to satisfy the exercise of outstanding share options under the IXICO Technologies Limited (formerly IXICO Limited) unapproved share option scheme granting 465,350 re-stated ordinary shares (29,700 shares). These share options must be exercised by 14 October 2015 or they will lapse. The exercise of these options is at the option of the holder with a proscribed conversion rate for the effective issue of new IXICO plc shares. As at 30 September 2014, 106,545 re-stated ordinary shares (6,800 shares) were issued following the exercise of share options relating to the replaced share option scheme.
As at the period end, the reconciliation of share option scheme movements is as follows:
|
As at 30 September 2014 |
As at 31 May 2013 |
|
|
Weighted |
|
Weighted |
|
|
average |
|
average |
|
|
exercise |
|
exercise |
|
Number |
price |
Number |
price |
Outstanding at start of period: IXICO plc (formerly Phytopharm plc) |
255 |
£2.07 |
- |
- |
Outstanding at start of period: IXICO Technologies Limited, |
|
|
|
|
formerly IXICO Limited (30 September 2014 re-stated) |
1,247,205 |
£3.46 |
65,460 |
£3.56 |
Granted |
- |
- |
14,140 |
£3.00 |
Exercised |
(888,399) |
£3.65 |
- |
- |
Lapsed |
(255) |
£2.07 |
- |
- |
Outstanding at end of period |
358,806 |
£2.32 |
79,600 |
£3.46 |
Exercisable at end of period |
358,806 |
£2.32 |
56,649 |
£3.54 |
During the 16 months ended September 2014, the options were exercised at a weighted average share price of £0.58. No share options were exercised during the 12 months ended 31 May 2013.
As at 30 September 2014, there were 358,806 re-stated options outstanding under the unapproved scheme (22,900 shares) and nil options outstanding under the approved scheme. As at 31 May 2013, there were 29,700 options outstanding under the unapproved scheme and 49,900 under the approved scheme.
During the 16 months ended 30 September 2014, nil options were granted (12 months ended 31 May 2013: 14,140). The estimated fair values of the options granted on those dates is nil (31 May 2013: £134,000). The inputs used in the measurement of fair values at grant date of the share options issued are as follows:
|
IXICO Technologies Limited |
|
(formerly IXICO Limited) |
|
As at 31 May 2013 |
Weighted average share price |
12 |
Weighted average exercise price |
£3 |
Expected volatility |
46% |
Expected life |
7 years |
Expected dividends |
0% |
Risk free interest rate |
0.5% |
Model used |
Black-Scholes |
Note to assumptions:
• Expected volatility
Expected volatility was determined by considering the expected share price movements based on revenue and multiples of other comparable listed companies in the sector.
• Expected life
The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
• Expected dividends
The historical dividend yield is 0%.
• Risk free interest rate
Risk free rate has been taken from Bank of England 3-month treasury bills at closest month-end dates to the grants of options.
The share options have a range of exercise prices from par to £6 per option and the weighted average contractual life is one year
(31 May 2013: 7.6 years).
The total charge for each period relating to employee share-based payments plans for continuing operations is disclosed in note 9
of the consolidated financial statements, all of which relates to the above equity-based transactions.
24. OPERATING LEASE ARRANGEMENTS
|
16 months |
12 months |
|
ended |
ended |
|
30 September |
31 May |
|
2014 |
2013 |
|
£'000 |
£'000 |
Minimum lease payments under operating leases recognised as an expense in the period |
269 |
108 |
As at the period end, the Group has outstanding commitments under non-cancellable operating leases, which fall due as follows:
|
Group |
Company |
|
As at |
As at |
As at |
As at |
|
30 September |
31 May |
30 September |
30 September |
|
2014 |
2013 |
2014 |
2013 |
|
£'000 |
£'000 |
£'000 |
£'000 |
Within one year |
127 |
- |
127 |
- |
In the second to fifth years inclusive |
498 |
- |
498 |
- |
After five years |
- |
- |
- |
- |
Operating lease payments represent rentals payable by the Group for its registered office. As at 31 September 2014, the lease expires in 4.5 years.
25. FINANCIAL RISK MANAGEMENT
The main risks arising from the Group's financial instruments are cash flow and liquidity, interest rate, foreign currency and credit risk.The Group's financial instruments comprise cash and various items such as trade receivables and trade payables, which arise directly from its operations.
Cash flow and liquidity risk
Management monitors the level of cash on a regular basis to ensure that the company has sufficient funds to meet its commitments where due. The table below analyses the company's financial assets and liabilities:
|
Group |
Company |
|
As at |
As at |
As at |
As at |
|
30 September |
31 May |
30 September |
30 September |
|
2014 |
2013 |
2014 |
2013 |
|
Loans and |
Loans and |
Loans and |
Loans and |
|
receivables |
receivables |
receivables |
receivables |
|
£'000 |
£'000 |
£'000 |
£'000 |
Assets as per statement of financial position |
|
|
|
|
Trade and other receivables excluding prepayments |
944 |
898 |
2,062 |
3 |
Cash and cash equivalents |
3,294 |
859 |
1,986 |
4,418 |
|
4,238 |
1,757 |
4,048 |
4,421 |
|
Group |
Company |
|
As at |
As at |
As at |
As at |
|
30 September |
31 May |
30 September |
30 September |
|
2014 |
2013 |
2014 |
2013 |
|
Financial |
Financial |
Financial |
Financial |
|
liabilities at |
liabilities at |
liabilities at |
liabilities at |
|
amortised cost |
amortised cost |
amortised cost |
amortised cost |
|
£'000 |
£'000 |
£'000 |
£'000 |
Liabilities as per statement of financial position |
|
|
|
|
Trade and other payables excluding statutory liabilities |
1,429 |
1,072 |
1,123 |
682 |
The Group's financial liabilities are all due within three months of the balance sheet date.
At 31 May 2013, the Group held a convertible loan note with a fair value of £1,222,000, accounted as host debt with an embedded derivative. The estimated fair value of the convertible loan note was categorised within Level 2 of the fair value hierarchy. The most significant input being the effective interest rate of 12%, which reflected the prevailing market interest rate for similar debt without conversion rights. On 20 September 2013, the entire outstanding balance of the convertible loan notes was converted into 126,131 ordinary shares of IXICO Technologies Limited (formerly IXICO Limited). The amount recognised in the consolidated statement of comprehensive income under finance expense during the 16 months ended 30 September 2014 is £nil (12 months ended 31 May 2013: £97,000 credit).
Interest rate risk
The Group operates an interest rate policy designed to optimise interest costs and reduce volatility in reported earnings.
The Group does not have any committed interest bearing borrowing facilities. Consequently, there is no material exposure to interest rate risk in respect of financial liabilities.
The Group holds all cash and cash equivalents with institutions with a recognised high rating. Interest rates on current accounts are floating. Changes in interest rates may increase or decrease the Group's finance income.
Foreign currency risk
The Group's exposure to the risk of changes in foreign exchange rates relates primarily to the Group's overseas operating activities, primarily denominated in US dollars and Euro. The Group's exposure to foreign currency changes for all other currencies is not material.
The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the period end were as follows:
|
Group |
Company |
|
As at |
As at |
As at |
As at |
|
30 September |
31 May |
30 September |
30 September |
|
2014 |
2013 |
2014 |
2013 |
US dollar exposure |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
Balance at end of period |
|
|
|
|
Monetary assets |
427 |
1,631 |
- |
- |
Monetary liabilities |
(51) |
- |
- |
- |
Total exposure |
376 |
1,631 |
- |
- |
|
Group |
Company |
|
As at |
As at |
As at |
As at |
|
30 September |
31 May |
30 September |
30 September |
|
2014 |
2013 |
2014 |
2013 |
Euro exposure |
EUR'000 |
EUR'000 |
EUR'000 |
EUR'000 |
Balance at end of period |
|
|
|
|
Monetary assets |
127 |
105 |
- |
- |
Monetary liabilities |
(30) |
(41) |
(4) |
- |
Total exposure |
97 |
64 |
(4) |
- |
At present the Group does not make use of financial instruments to minimise any foreign exchange gains or losses so any fluctuations in foreign exchange movements may have a material adverse impact on the results from operating activities.
Foreign currency sensitivity analysis
As at 30 September 2014, sensitivity analysis assumes a +/-10% change of the USD/GBP and EUR/GBP exchange rates which represents management's assessment of a reasonably possible change in foreign exchange rates (31 May 2013: 10%).
Had sterling been 10% (31 May 2013: 10%) weaker in relation to the US dollar and Euro then this would have had the following impact:
|
|
Group |
|
|
£'000 |
£'000 |
£'000 |
|
USD |
Euro |
Total |
16 months ended 30 September 2014 |
(27) |
(11) |
(38) |
12 months ended 31 May 2013 |
(107) |
(5) |
(112) |
Had sterling been 10% (31 May 2013: 10%) stronger in relation to the US dollar and Euro then this would have had the following impact:
|
|
Group |
|
|
£'000 |
£'000 |
£'000 |
|
USD |
Euro |
Total |
16 months ended 30 September 2014 |
33 |
13 |
46 |
12 months ended 31 May 2013 |
119 |
6 |
125 |
Fair value of financial assets and liabilities
There is no material difference between the fair value and the carrying values of the financial instruments because of the short maturity period of these financial instruments or their intrinsic size and risk.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group's financial assets are cash and cash equivalents and trade and other receivables. The carrying value of these assets represent the Group's maximum exposure to credit risk in relation to financial assets.
The Group's policy is to minimise the risks associated with cash and cash equivalents by placing these deposits with institutions with a recognised high rating.
The Group's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables, estimated by the Group's management based on prior experience and their assessment of the current economic environment. An allowance for impairment is made where there is an identified loss event, which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. The Group continually reviews customer credit limits based on market conditions and historical experience. Note 17 in the consolidated financial statements sets out the impairment provision for credit losses on trade receivables and the ageing analysis of overdue trade receivables.
Capital risk management
The Group considers capital to be shareholders' equity as shown in the consolidated statement of financial position, as the Group is primarily funded by equity finance. The Group is not yet in a position to pay a dividend.
The objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and for other stakeholders. In order to maintain or adjust the capital structure the Group may return capital to shareholders and issue new shares.
26. RELATED PARTY TRANSACTIONS
Group
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.
Key management compensation is disclosed in note 9 of the consolidated financial statements. Director emoluments are disclosed in the Directors' Report.
During the 16 months ended 30 September 2014, the Group sold project management services totalling £96,000 (12 months ended
31 May 2013: £131,000) to University College London Business Plc, a shareholder. The amount owed by University College London Business Plc at 30 September 2014 was £23,000 (31 May 2013: £39,000).
During the 16 months ended 30 September 2014, the Group also purchased services totalling £66,000 (12 months ended 31 May 2013: £103,000) from University College London Business Plc, a shareholder. The amount owed to University College London Business Plc at 30 September 2014 was £nil (31 May 2013: £103,000).
During the 16 months ended 30 September 2014, the Group also purchased services totalling £3,000 (12 months ended 31 May 2013: £7,000) from King's College London, a shareholder. The amount owed to King's College London at 30 September 2014 was £nil (31 May 2013: £2,000).
During the 16 months ended 30 September 2014, the Group purchased consultancy services totalling £19,000 (12 months ended 31 May 2013: £30,000) from Croggan Limited, a company owned by Dr A. J. M. Richards, a director. The amount owed to Croggan Limited at 30 September 2014 was £nil (31 May 2013: £nil).
During the 16 months ended 30 September 2014, the Group was charged monitoring fees totalling £8,000 (12 months ended 31 May 2013: £19,000) from Imperial Innovations Businesses LLP, a shareholder. The amount owed to Imperial Innovations Business LLP at 30 September 2014 was £nil (31 May 2013: £8,000).
During the 16 months ended 30 September 2014, the Group was charged monitoring fees totalling £7,000 (12 months ended 31 May 2013: £13,000) from YFM Venture Finance Limited, a shareholder. The amount owed to YFM Venture Finance Limited at 30 September 2014 was £nil (31 May 2013: £nil).
Company
The Company is responsible for financing and setting Group strategy. During the 16 months ended 30 September 2014, the Company's subsidiaries carried out the Group's research and development strategy, employed all the staff including the executive directors and managed the Group's intellectual property. The Company provides interest free and unsecured funding to its subsidiaries with no fixed date of repayment. The Company manages the Group's funds and makes payments, including managing the payments of the parent company.
During the 16 months ended 30 September 2014, the Company has been charged £530,000 (12 months ended 31 May 2013: £766,000) for corporate services provided by subsidiary undertakings. Details of the inter-company balances can be found on the face of the consolidated statement of financial position.
27. POST BALANCE SHEET EVENTS
On 1 October 2014, the Group granted 662,588 share options to employees of the Group under the IXICO EMI Share Option Plan 2014. On 17 October 2014, the Group granted 481,882 share options to the directors of the Group under the IXICO EMI Share Option Plan 2014. In total, 1,144,470 share options where granted under the IXICO EMI Share Option Plan 2014.
The granted share options will vest and are exercisable in three equal tranches at the end of years one, two and three. Vesting is conditional on achievement of individual employee and Group performance criteria determined by the Board.
