RNS Number:2412T
Cytomyx Holdings PLC
15 December 2003
Cytomyx Holdings Plc
Preliminary Results for the year ended 30 September 2003
Chairman's Statement
Cytomyx has had an exciting year of growth and development, albeit in difficult
markets for the biotechnology and drug discovery markets worldwide. The company
has succeeded in making a step change in its critical mass through two key
acquisitions (Cambridge BioScience and Cytocell Technologies) and the
development of its original business, Cytomyx Limited, from a pure service
business to a dynamic mix of services and high value products.
Cytomyx Limited
Over the last year, Cytomyx has moved progressively from a company providing
pure services to the pharmaceutical and drug discovery industry to one that
also provides a range of high value and high margin products, often called
reagents. Reagents in our context means novel cell lines expressing proteins of
interest such as ion channels, DNA clones, unique proteins and other similar
gene- and protein-based entities. These products have in general been developed
within the company, or in-licensed. In this operating year, these new product
lines have already accounted for about 20% of revenues and this strategy looks
set to provide good future growth for the company.
Acquisitions in the Financial Year
Cytomyx Holdings has made two strategic acquisitions in the current financial
year, as follows;
Cambridge BioScience (CBS) was acquired in October 2002 just after the start of
our financial year. CBS is a well-established company with a consistently
profitable trading history spanning about 15 years. It is a value-added product
distributor exclusively focused on the life sciences market which includes
pharmaceutical and biotechnology companies as well as serving academic and
charitable research institutes. It currently acts in the UK on behalf of about
20 US companies and we are seeking to develop other similar opportunities for
product distribution. In this financial year, the company has outperformed the
forecasts on which we made the decision to acquire it by about 20% and has
turned in a strong net profit of #0.26m (after a charge of #62,000 for
amortisation of goodwill) on a turnover of #3.5m.
CBS is also handling the distribution logistics for the enlarged Cytomyx
operation from its Cambridge base. The company has been integrated well into the
group and we are very pleased with the progress made. The acquisition and
fund-raising associated with CBS represented one of the few such successful
transactions in a year that has proven difficult for the entire pharma and
biotechnology industry.
Cytocell Technologies Limited
In March 2003 we acquired the FISH products business of Cytocell Limited into
our new group company Cytocell Technologies Limited. Cytocell Limited was a ten
year old venture capital funded company based in Banbury, Oxfordshire,
specialising in DNA diagnostics.
In the first six months of trading we have achieved sales of #481,000 from these
products and we expect strong growth in the coming year as we develop and build
this product line.
These two acquisitions have resulted in an expanded group structure and Cytomyx
Holdings now has three wholly owned subsidiaries, Cytomyx Limited, Cambridge
BioScience Limited and Cytocell Technologies Limited.
Restructuring
During the rapid growth seen in the financial year reported here, we have taken
the opportunity to realise synergies across the new group structure through a
programme of restructuring. The Banbury based operations of Cytocell have now
been relocated to our Cambridge headquarters where staff integration across the
group has allowed us to rationalise our human resource requirement. This has
enabled us to eliminate overheads of about #400,000 per annum that will be
realised in full during the 2004 financial year without any impact on our
operational efficiency or output.
Financial
The Company grew its revenues by more than 500% in the present year, from
#930,180 to #5,101,315. Gross profit of #644,489 has grown to #2,560,138 . We
have made good progress towards the all-important target of profitability by
reducing our 2002 losses of #886,195 to #414,051.
Dividend
In light of the loss for the year, the early stage nature of the company and the
ongoing need for investment to grow Cytomyx Holdings, the Board does not
recommend the payment of a dividend for the year.
Summary
Without any decrement in our service business, which continues to grow, our
emphasis has shifted to one of providing an increasingly wide range of
innovative, high value products to our valued clients in the pharmaceutical,
biotechnology and drug discovery industries. Cytomyx will also seek to continue
its growth not only organically within the group to take advantage of
integration efficiencies through strong commercial, production and R&D
programmes, but also through opportunistic collaborations be they partnerships
or acquisitions.
Dr. Bill Mason
Chairman
CONSOLIDATED PROFIT AND LOSS ACCOUNT
Year ended Year ended
30 September 30 September
Note 2003 2002
# #
TURNOVER
Existing operations 1,143,506 930,180
Acquisitions 3,957,809 -
Turnover - continuing operations 5,101,315 930,180
Cost of sales (2,541,177) (285,691)
Gross profit 2,560,138 644,489
Distribution costs (152,937) -
Administrative expenses (2,757,265) (1,546,069)
Other operating income 15,969 15,912
OPERATING LOSS
Existing operations (643,455) (885,668)
Acquisitions 309,360 -
Operating loss - continuing operations 3 (334,095) (885,668)
Restructuring costs (118,086) -
LOSS ON ORDINARY ACTIVITIES BEFORE
INTEREST
(452,181) (885,668)
Interest receivable and similar income 7,592 8,636
Interest payable and similar charges (32,328) (15,514)
LOSS ON ORDINARY ACTIVITIES BEFORE
TAXATION
(476,917) (892,546)
Tax on loss on ordinary activities 62,866 6,351
LOSS FOR THE FINANCIAL YEAR (414,051) (886,195)
All activities derive from continuing operations.
There are no recognised gains and losses other than the loss for the financial
year and the preceding financial year. Accordingly, no statement of total
recognised gains and losses is given.
CONSOLIDATED BALANCE SHEET 30 SEPTEMBER 2003
As at As at
30 September 2003 30 September 2002
# #
Note
FIXED ASSETS
Intangible assets 1,233,895 -
Tangible assets 1,069,576 609,190
2,303,471 609,190
CURRENT ASSETS
Stocks 375,799 130,343
Debtors
Due after more than one year 60,600 60,600
Due within one year 1,184,044 473,289
Cash at bank and in hand 414,529 16,851
2,034,972 681,083
CREDITORS: amounts falling due
within one year (759,695) (720,324)
NET CURRENT ASSETS (LIABILITIES) 1,275,277 (39,241)
TOTAL ASSETS LESS CURRENT LIABILITIES 3,578,748 569,949
CREDITORS: amounts falling due
after more than one year (1,268,327) (13,299)
2,310,421 556,650
CAPITAL AND RESERVES
Called up share capital 2 701,230 180,763
Share premium account 2 3,478,203 1,830,848
Merger reserve 2 (99,900) (99,900)
Profit and loss account 2 (1,769,112) (1,355,061)
EQUITY SHAREHOLDERS' FUNDS 2 2,310,421 556,650
CONSOLIDATED CASHFLOW STATEMENT UNAUDITED
Year ended 30 September 2003
Year ended Year ended
30 September 30 September
2003 2002
Note # #
Net cash outflow from operating activities 3 (334,645) (471,186)
Returns on investments and servicing of finance 4 (24,736) (6,878)
Taxation 4 10,880 -
Capital expenditure and financial investment 4 (166,736) (148,138)
Acquisitions 4 (250,000) -
Net cash outflow before management of liquid resources
and financing (765,237) (626,202)
Management of liquid resources 4 - 700,000
Financing 4 1,255,680 (77,076)
Increase (decrease) in cash in the year 5 490,443 (3,278)
Reconciliation of net cash flow to movement in net funds
(debt) (note 6)
Increase (decrease) in cash in the year 490,443 (3,278)
Cash outflow from decrease in lease financing 24,320 78,339
Cash inflow from decrease in liquid resources - (700,000)
Change in net debt resulting from cash flows 514,763 (624,939)
New finance leases (46,243) (86,136)
Change in net debt 468,520 (711,075)
Net (debt) funds at beginning of year (125,347) 585,728
Net funds (debt) at end of year 343,173 (125,347)
Notes to the financial information - unaudited
1. ACCOUNTING POLICIES
This financial information has been prepared in accordance with the policies set
out in the statutory financial statements for the year ended 30 September 2003.
2. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS AND STATEMENT OF MOVEMENTS ON RESERVES
Called up Share Profit and
share premium loss account
capital account Merger Total
reserve
# # # # #
Group
Balance at 1 October 2002 180,763 1,830,848 (99,900) (1,355,061) 556,650
Loss for the year - - - (414,051) (414,051)
Shares issued 520,467 2,098,534 - - 2,619,001
Costs set against share premium - (451,179) - - (451,179)
Balance at 30 September 2003 701,230 3,478,203 (99,900) (1,769,112) 2,310,421
3. NET CASH OUTFLOW FROM OPERATING ACTIVITIES
2003 2002
# #
Operating loss (334,095) (885,668)
Depreciation charge 196,350 179,905
Amortisation of goodwill 61,306 -
Increase in debtors (558,117) (113,366)
(Increase) decrease in stocks (215,456) 28,168
Increase in creditors 215,367 319,775
Shares issued for non-cash consideration 300,000 -
Net cash outflow from operating activities (334,645) (471,186)
4. ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN THE CASH FLOW STATEMENT
2003 2002
# #
Returns on investments and servicing of finance
Interest received 7,592 8,636
Interest paid (32,328) (15,514)
Net cash outflow from returns on investments and servicing of
finance (24,736) (6,878)
Taxation
Research and development tax credit 10,880 -
Capital expenditure and financial investment
Payments to acquire tangible fixed assets (166,736) (148,138)
Acquisitions
Purchase of subsidiary undertaking (200,000) -
Purchase of trade and assets of Cytocell (50,000) -
Net cash outflow from acquisitions (250,000) -
Management of liquid resources
Movements in short-term investments - 700,000
Financing
Proceeds from issue of ordinary share capital 1,854,000 20,018
Cost of issuing ordinary share capital (574,000) (18,755)
Capital element of finance lease rental repayments (24,320) (78,339)
Net cash inflow (outflow) from financing 1,255,680 (77,076)
5. ANALYSIS OF CHANGES IN NET FUNDS
At Other At 30
1 October non-cash September 2003
2002 Cash changes
flows
# # # #
Cash at bank and in hand 16,851 397,678 - 414,529
Bank overdrafts (92,765) 92,765 - -
490,443
Finance leases (49,433) 24,320 (46,243) (71,356)
Net funds (deficit) (125,347) 514,763 (46,243) 343,173
The other non-cash changes result from new finance leases in the year.
6. ACQUISITIONS
Cambridge BioScience
On 14 October 2003, the group, through its subsidiary undertaking, Cambridge
BioScience Limited, acquired the trade and assets of Cambrdidge BioScience, a
leading distributor of life science research products, from A Seeley, a
director. The consideration paid for this business was #1.05 million. Further
contingent consideration will be payable in the form of loan notes amounting to
#630,000 subject to an upward or downward adjustment, pound for pound, to
reflect the operating profit of Cambridge BioScience Limited for the period from
acquisition to 31 March 2004. Acquisition costs were #119,084.
Cytocell
On 10 March 2003, the group acquired the goodwill and certain assets employed in
the development, manufacture and sale of kits which utilise DNA probe
technology. These products are based on Fluorescent In Situ Hybridisation ('
FISH') technology and are used in the detection of chromosomal disorders and
genetic abnormalities linked to certain cancers. The initial consideration paid
for the business was #50,000 cash and #50,000 shares comprising 6,666,667
ordinary shares of 0.1 pence each in the company.
7. FINANCIAL INFORMATION
The preceding information, comprising the Consolidated Profit and Loss Account,
Consolidated Balance Street, Consolidated Cash Flow Statement and associated
notes, does not constitute the Company's statutory financial statements for the
years ended 30 September 2003 and 2002 within the meaning of section 240 of the
Companies Act 1985, but is derived from those financial statements. Statutory
financial statements for the year ended 30 September 2002 have been delivered to
the Registrar of Companies and those for the year ended 30 September 2003 will
be delivered to the Registrar of Companies after the Company's Annual General
Meeting. The auditors have reported on the financial statements for the year
ended 30 September 2002; their report was unqualified and did not contain any
statements under s237 (2) or (3) Companies Act 1985. The auditors have not
reported on the financial statements for the year ended 30 September 2003.
This preliminary announcement was approved by the Board on 3 December 2003.
This information is provided by RNS
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