TIDMCOS
RNS Number : 0674U
Collagen Solutions PLC
10 July 2018
Collagen Solutions plc
("Collagen Solutions", the "Company" or the "Group")
10 July 2018
Final Results for the year ended 31 March 2018
Collagen Solutions plc (AIM: COS), the developer and
manufacturer of biomaterials and regenerative medicines for the
enhancement and extension of human life, announces its final
results for the year ended 31 March 2018.
Financial Highlights
-- Group revenue and other income decreased by 6% to GBP3.83 million (2017: GBP4.09 million)
-- Adjusted LBITDA (before separately identifiable items):
GBP1.58 million (2017: GBP1.26 million)
-- Cash balances at 31 March 2018: GBP5.02 million (2017: GBP8.98 million)
As previously announced, the revenue performance both in
comparison with prior year and original market expectations was
lower than anticipated. The decline on prior year was due to a
number of customer issues: a temporary withdrawal of one customer's
tissue product, suspension of two customer projects, and one
customer's adjustment of inventory levels. These losses in 4
customers contributed over GBP800k of year over year decline and
gains in new customers and growth in existing ones were not
sufficient to offset the scale of their, albeit largely temporary,
decline. Further, market expectations had assumed the signing of a
major customer contract in FY2018 which in fact was signed last
month.
We have taken action to mitigate softness in sales execution and
improve financial performance and behind
the apparently disappointing results there are a number of
underlying positive trends that bode well for future financial
performance.
Operational Highlights
-- Secured 16 new customers and 14 new customer agreements, up from 9 new customers last year
-- Grew EMEA by 40%, and our development business globally by 271%
-- Signed first ChondroMimetic(R) licence and distribution contract in South Korea
-- Announced successful results of an eight-year clinical study
of ChondroMimetic(R) and initiated its CE mark submission
-- Strengthened both the Board and the Executive team with key
hires bolstering the Group's commercial expertise
-- Secured import licences to China and restructured the Chinese
Joint Venture ("JV") for greater flexibility and customer technical
support
-- Completed the consolidation of our US R&D and Commercial sites into our Minneapolis site
-- Restructured and refocused our New Zealand resources to
maximise our opportunity for success in the tissue business
globally
-- Initiated the restructuring and investment required to
optimise our global manufacturing footprint
-- Initiated review of our financials to bolster cash, improve
margins and solidify trajectory to profitability
Post Period End
-- Secured major new customer development contract
-- Won Innovation award from key customer
-- Appointed Lou Ruggiero as Chief Business Officer
Annual General Meeting
-- The Company's AGM will be held at 3 Robroyston Oval, Nova
Business Park, Glasgow, G33 1AP on 22 August 2018 at 11:00am
Jamal Rushdy, Chief Executive Officer of Collagen Solutions,
commented: "On the one hand, we experienced a difficult year in
terms of our sales performance and the necessity to mitigate
several unexpected challenges in our core business, which is
disappointing both to ourselves and shareholders. However, I am
pleased that our global team, and highly supportive Board, faced
these challenges head-on and achieved several positive outcomes
during the year. I am confident the operational improvements and
new organisational appointments we have made has put the Company in
a much stronger position. Furthermore, our core business has
strengthened with new contracted business moving us further up the
value chain, while we achieved critical proprietary product
milestones including successful clinical results from our
ChondroMimetic(R) regenerative cartilage scaffold. As we are better
positioned than last year and have set ourselves meaningful yet
realistic goals for this year, I believe we will deliver improved
execution and results."
This announcement contains information which, prior to its
disclosure, was considered inside information for the purposes of
Article 7 of Regulation (EU) No 596/2014 (MAR).
Enquiries:
Collagen Solutions Plc
Jamal Rushdy, CEO Contact via Walbrook
Hilary Spence, CFO
Cenkos Securities plc (Nominated Adviser
and Broker)
Stephen Keys Tel: 0207 397 8900
Steve Cox (Corporate Finance)
Walbrook PR Ltd Tel: 020 7933 8780 or collagen@walbrookpr.com
Helen Cresswell Mob: 07841 917 679
Anna Dunphy Mob: 07876 741 001
CHAIRMAN'S STATEMENT
I am pleased to present Collagen Solutions' annual report and
accounts for the year ended 31 March 2018.
As I look back over the period since I wrote my last annual
statement we have encountered a number of challenges, some of which
we were aware of, some which were completely left field in nature
and some we managed to create all by ourselves.
Overview
Overall, 2018 was a year of significant change having
encountered a number of challenges which we have taken the
necessary steps to overcome. On the face of it by a cursory
examination of our headline revenue number (-6% year on year) we
appear to have not moved forward, but the underlying reality is
somewhat different.
Our Board and Management team have continued to make positive
progress, delivering 16 new customers and 14 new commercial
agreements and growing our development business, where we partner
with companies to develop their own medical devices, by 271%. Our
development business is crucial because of the partnerships it
allows us to build with our customers and the longevity of the
commercial relationships that result. We also won an award from one
of our customers for Innovation in this area, underlining our
expertise in the manufacturing and development of collagen
products.
We continue to put in place the clear organisation and detailed
initiatives to drive our focused strategy in the current financial
year and beyond, which is to build a leading global regenerative
biomaterials business based upon a core supply, development and
manufacturing platform, enhanced by developing our own novel
products, such as ChondroMimetic(R), across a range of clinical
indications.
To this end, towards the end of the year we refocused resources
in New Zealand on a growing tissue opportunity we feel we are
ideally placed to exploit. This meant the restructuring of our NZ
operations which improved financial foundations.
We have set ourselves a goal to accrete value by creating a
leading biomaterials business through a combination of organic
growth and exploitation of our own and licensed IP, as well as
through appropriate acquisitions, and we believe the momentum for
achieving this is increasing.
The funding secured in March 2017 will allow us to continue to
build the business and see us through the end of the financial year
and beyond. The changes initiated during 2018 and progress made
will provide us the platform to strengthen our core business in
2019.
Commercial focus
We went into 2017/18 knowing that one of our customers was
unlikely to order at the same level as in the previous year due to
financing issues therefore the year on year comparison must be
analysed in that context.
A significant element of our anticipated revenue growth was
going to come through the supply of pericardium tissue to a major
customer and having geared up significantly to be able to meet
predicted demand, our customer halted their own development
programme in November resulting in the cancellation of anticipated
orders. This was beyond our control and we have been working hard
to mitigate this.
We were also faced with two further unexpected customer issues
including a further project suspension and overstocking.
Our anticipated breakthrough in China has not happened as
planned and we were both delayed and distracted by our JV partner
seeking to acquire us. This rejection by us has forced us to
reconfigure our plans for China and how we operate there.
Finally, we signed a new development and supply contract last
month which we had anticipated would have been signed by 31 March
but despite our best efforts we were unable to conclude this until
last month.
We have yet to achieve a critical mass of revenue that enables
us to weather the storm of the vicissitudes of our customers
without disappointing the markets in terms of resultant missed
forecasts - we are at least two years away from achieving that.
Despite the under performance there have been a number of
positive developments during the year and they are highlighted
throughout the report. Most importantly from my perspective are
four key highlights. Firstly, in terms of the overall team (which
we have strengthened in the period), I admire both their resilience
and drive to succeed. Secondly in terms of ChondroMimetic(R) is the
absolutely outstanding results from our longitudinal study. Thirdly
and flatteringly has been the number of strategic approaches we
have received which indicates we must be doing something right even
if that has not been reflected in their value of us. Fourthly, and
most importantly going forward, is in terms of the quality and
nature of our customer pipeline which is the strongest it has ever
been.
Innovation and IP
We have continued to invest in the proprietary product pipeline,
in particular ChondroMimetic(R) , an exciting cartilage repair
technology based around a bi-layered collagen sponge. During the
year we announced positive results from follow up tests,
technically known as open label extension trials, on 15 of the 17
patients from the original clinical trials conducted in Budapest in
2009.
These new tests have provided us with eight years of
longitudinal data which will help enormously with our partnering
activities. CE mark submission has been made and we expect CE Mark
by the end of this financial year.
Our other key projects are in wound healing and in bone graft
substitutes. We remain confident about our ability to partner these
products although the increasing burden of regulation has resulted
in extended timelines.
Our collaborations with various academic and industry partners
continue and include our participation in two prestigious European
Horizon 2020 consortiums to develop (i) a disease-modifying therapy
for Parkinson's which could slow down the progression of the
disease rather than offering symptomatic benefits, and (ii)
cell-based tissue regeneration techniques
Board and management
During the year we have again made a number of key appointments
to strengthen both the Board and the executive team.
Chris Brinsmead was appointed as a Non-Executive Director in
January 2018. Chris brings to the Board a wealth of experience
gained from his time at AstraZeneca and a variety of other roles.
In the time since joining he has brought a new dimension to the
Board discourse.
Hilary Spence was appointed CFO in January 2018 bringing with
her 30 years of commercial, restructuring and cash management
experience. Hilary replaced Gill Black, who stepped down from the
Board for personal reasons but remains within the Group.
Recognising the need for stronger commercial delivery, Lou
Ruggiero, a seasoned sales executive, joined us in April to focus
on speed of delivery and execution within the commercial arena.
It is anticipated that Lou, together with Tom Hyland (COO), will
join the Board in the first half of this financial year.
The Board is confident that we now have a team in place to
deliver the short to medium-term strategic goals and have also
strengthened our functional teams to drive product innovation and
take the business to the next level of growth.
Our people
As part of our vital few initiatives for the year we committed
to providing development opportunities for our employees and worked
with them on individual employee development plans to deliver the
required targeted training to allow them to deliver enhanced
performance to the business in its growth phase. We value feedback
from our employees and carry out an annual survey to measure our
performance in this area.
Results
The Group's results for the year ended 31 March 2018 are set out
in the Consolidated Statement of Comprehensive Income and discussed
further in the Financial Review.
Focus and deliverables
The past year has seen further significant change in the
business but we hope that this change has provided a solid
foundation for the coming years. We remain ambitious and the agenda
for the coming year reflects both the opportunities that we have
identified and the associated challenges.
Our key targets for the current year are as follows;
- Financial Performance: A more solid financial footing
including improved gross margin and cash generation.
- Proprietary Products: We again have a multitude of development
milestones in our product portfolio pipeline. Crucially, we aim to
have ChondroMimetic(R) CE Mark approval by the end of the financial
year and be performing the first-in-man surgeries by March 31(st)
2019. We are very excited about the prospect of bringing to market
a product that could potentially have such a significant impact on
the quality of people's lives. Targets for Bone graft are to
complete the animal studies and complete the Wound animal pilot. We
expect an ever-greater contribution to the value of the business
from these projects as they approach commercialisation.
- Commercial Execution: Achieving revenue growth across all our key territories in particular:
o Delivering on our strategy to address a specific risk with a
Korean customer which will impact 18/19 but be offset by growth in
other areas
o Securing partners for our key proprietary products
o With the restructuring of our presence in China and the
securing of export licences we continue to examine a number of
potential options for a route forward
o Refocusing our resources and using the capacity that we have
built to build on our presence in the growing tissue market from
our base in New Zealand
- Operational Execution: Completing our New Zealand restructure
and ensuring that we realise the financial benefits in cost savings
and more so from the simplification of our global manufacturing and
deliver on the key development projects with our customers that
will in 2019 account for almost half of our revenue.
- Investor Relations: Improving the way that we tell our story.
The growth in our development business is hugely exciting for us
but has been masked by temporary customer issues. We need to get
better at communicating to the marketplace what we are achieving.
We will do this with clearer communication and better leading
metrics around commercial performance, business segmentation and
financial outlook.
Outlook
Going into the current year, we recognise the scale of our
challenge as we are not expecting our main customer in Korea to
order until next year. We believe that revenue, whilst not being
replaced, can be substituted by contracts that we have either
signed or have sufficient visibility on to make a reasoned
judgement of likely success. Our first quarter has ended
positively, and we are looking to build upon that in the second
quarter.
We recognise the constraints on working capital and our plans
reflect both the necessity to continue to invest in innovation and
our responsibilities to you as Shareholders to deliver value as set
out in our objectives above. We continue to examine sources of
non-dilutive funding which, if secured, would be used to increase
the scope and pace of our innovation pipeline.
We will continue to look for opportunities that we believe can
create strategic value and establish critical mass whilst at the
same time reviewing incoming strategic approaches to establish
whether they are in Shareholders' interests.
As the founding and largest independent shareholder, I continue
to be wholly committed to ensuring Collagen Solutions is a success
and continue to be assured by:
- the quality of the people we have at Collagen Solutions and
the fact that we have been able to attract into the Company people
of a very high calibre
- the quality of our current product offering and our
development and the feedback we receive from customers
- the continued support of the Board to our strategic plan
- the continued support of yourselves as Shareholders
Finally, we are committed to the positive future of Collagen
Solutions and our vision to be the industry's first choice for
regenerative biomaterials. We anticipate that we will have a
significant year of growth and change, and it will be a
transitional year in terms of new product development and revenue
generation. On behalf of the Board, I would like to thank our
shareholders, staff and partners for their continued support.
David Evans
Non-executive Chairman
9 July 2018
CEO'S STATEMENT
Overview
While there were several positive achievements during FY 2018,
the revenue declines from a few of our core customers and lack of
sufficient offsetting new business is disappointing and we have
taken action both to improve sales execution and financial results,
as further detailed below.
However, we made substantial progress in our stated strategy to
create value by moving up the value chain from a raw biomaterials
supplier towards being a trusted full-service partner to our
customers by developing and manufacturing innovative regenerative
medicine products.
Our core business strengthened as new account acquisition
accelerated and development revenue substantially increased,
representing significant embedded contracted value for future OEM
contract manufacturing while diversifying our customer base to
mitigate risks as we experienced during the year.
Also, our proprietary product programmes have achieved key
milestones including the successful positive results from our
eight-year clinical study of ChondroMimetic(R), an advanced
scaffold for cartilage regeneration, with the CE Mark and
first-in-man cases expected to be achieved this fiscal year.
Finally, we made key executive team appointments and implemented
operational changes to adapt our organisation and financial
position to better position us to successfully execute on our
mission ahead.
Strengthening our core business
During FY 2018, our new customer acquisition rate accelerated
with 16 new customers added compared with nine new customers in FY
2017. New customer acquisition was geographically balanced with
seven in North America, five in EMEA and four in Asia Pacific.
In addition to new customer acquisition, another key leading
indicator of future growth is our development revenue. In FY 2018,
development revenue grew by 271%. Development revenue is generated
from customer contracts to develop a product or specialised
biomaterial formulation that typically leads to recurring supply
and contract manufacturing business once our customers receive
regulatory approval. This development revenue is an indicator of
how we are moving up the value chain by developing products for
future contract manufacturing rather than basic raw materials
supply, thus representing an embedded value of future upside
potential.
Generally within our core business our revenue follows the
stages of our customers' product cycle from product evaluation, to
development, then regulatory review, and finally launch. We
typically generate prototyping and development revenue during the
evaluation and development stages, minimal or no revenue while the
customer is awaiting regulatory approvals, then more sustainable
and material revenue as the customer prepares and executes its
product launch.
FY 2018 results show that we had 48% of our customers,
representing 22% of revenue in the evaluation and development
phase, 17% of customers/ 10% of revenue under regulatory review,
and 31% of customers /59% of revenue in launch mode. For
perspective, we estimate that two years ago in FY 2016 our business
had 92% of revenue from launched products with 46% fewer customers,
clearly demonstrating the degree to which our core business has
diversified with a significant embedded value of our customers'
development pipeline yet to be realised.
Revenue performance
Revenue and other income for the year was GBP3.83 million,
including GBP3.50 million in sales and GBP0.33 million in other
income. This represents a decline of 6% on the prior year due
largely to a temporary withdrawal of one customer's tissue product,
indefinite suspension of two customer projects, and one significant
customer that adjusted inventory levels, all contributing to over
GBP800k of year-over-year declines and masking the aforementioned
triple-digit growth in development revenue and other gains from new
accounts gained in the year.
We believe at least half of these declines can be reversed as
they are not related to permanent customer losses but rather delays
in projects or adjustment of inventory levels. Additionally, we had
expected a major customer contract to close before the end of the
fiscal year but this was delayed further impacting results. This
agreement has subsequently closed in the first quarter of the
current fiscal year.
Geographically, revenue from North America and Asia Pacific
declined by 21% to GBP1.53 million and 13% to GBP1.38 million
respectively due to these issues, while EMEA grew 40% to GBP0.60
million as that region was not impacted by these events and
experienced substantial new customer growth.
While on the one hand we are pleased with our new account
acquisition and development agreements, we have taken action to
address the revenue decline during FY 2018 and lack of sufficient
offsets. One of the key strategic initiatives in the current fiscal
year, led by our newly appointed Chief Business Officer, is to
optimise our commercial operations to improve speed to close and
pipeline value to ensure we meet or exceed revenue targets.
Advancing our proprietary products
In February 2018 we announced the successful results from an
eight-year extension clinical study of 15 patients who received
ChondroMimetic(R) implants as an osteochondral scaffold for the
repair of cartilage defects in the knee. The data demonstrated that
the quality of the regenerated cartilage was nearly identical to
native cartilage, and patient clinical results sustained
'excellent' levels over an eight-year timeframe. Furthermore, a key
functional score showed outcomes were equal to or better than
equivalent scores reported in the literature for substantially more
expensive two-stage cartilage repair technologies.
The customer response to these results has been encouraging, and
a significant achievement was the execution of a licence and
distribution agreement in December 2017 with a South Korean
partner, Insung Medical Co. Ltd. Under the terms of the agreement,
Insung is pursuing regulatory and reimbursement approvals in Korea
and is supported by our existing commercial office in Seoul. We
continue to have discussions with both global and regional
distributors in preparation for our CE Mark approval in Europe,
which we continue to expect in the second half of 2018, followed by
the first cases before the end of our current fiscal year.
In addition to ChondroMimetic(R), we have two other proprietary
product programmes that we advanced during the fiscal year. One
programme is focused on a novel bone graft substitute family for
use in spine, trauma, and extremities procedures with excellent
surgeon handling characteristics and formulations designed for
enhanced bone healing. The other programme is related to wound
healing, including multiple internally developed collagen matrices
with the potential to address several markets in wound care and
burns. We have recently initiated animal trials for both of these
programmes and expect results in the second half of our current
fiscal year.
Adapting our organisation and operations
We have taken several steps this past year to enhance our
leadership team while also simplifying and focusing our operations
in order to improve our chances of achieving our ambitious growth
goals and path to profitability.
In commercial operations we recently appointed Lou Ruggiero as
Chief Business Officer. Lou is focused on several areas of
commercial optimisation through increased sales operating rigour,
sales team development, and new channel strategies to ensure we
meet or exceed revenue targets. In addition, we terminated our
Chinese joint venture such that we now own 100% of the Chinese
subsidiary, allowing us more flexibility in engaging with and
providing technical support to commercial partners in China.
Operationally, we successfully completed the consolidation of
our US offices in October to combine R&D and commercial teams
in Minneapolis, and established our global R&D leadership in
Minneapolis under our new VP of Research and Development, Chris
Wattengel. In parallel, driven by customer demand and led by our
COO, Tom Hyland, we have reconfigured much of our Glasgow operation
to be more flexible and responsive to utilise capacity beyond
collagen raw materials production to contract manufacturing and
other development work. Together these changes have facilitated the
triple-digit increase in development revenue and gain of new
customer manufacturing contracts.
We also appointed Hilary Spence as CFO in January of 2018 who
has been focused on improvements in financial performance and
analysis. We also decided to restructure our New Zealand operation,
improving efficiencies by moving New Zealand collagen production to
Glasgow and R&D to Minneapolis. This will not only enable the
New Zealand team to focus on a meaningful opportunity in the tissue
business, leveraging their operational and logistic strengths in
tissue procurement and proximity to Australia and New Zealand
abattoirs but will also drive improvement in our manufacturing
margins. These changes along with our expected revenue growth
provide a clear path to profitability.
Conclusion
Looking forward in the current fiscal year, we are focused on
delivering expected financial results, achieving key milestones
with our proprietary products including the first cases for
ChondroMimetic(R), and executing on key commercial and operational
initiatives as described by our Chairman.
On behalf of the management team, we remain enthusiastic and
committed to our vision to be the industry's first choice for
regenerative biomaterials, following a strategy to create value by
moving up the value chain with a greater share of development and
OEM contracts in our core business, plus developing novel
proprietary products for distribution and licensing.
Jamal Rushdy
Chief Executive Officer
9 July 2018
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 March 2018
Separately Separately
Before identifiable Before identifiable
separately items separately items
identifiable (note Total identifiable (note Total
items 5) 2018 items 5) 2017
Notes GBP GBP GBP GBP GBP GBP
------------------------- ----- ------------- ------------- ----------- ------------- ------------- -----------
Revenue 3,504,624 - 3,504,624 3,945,787 - 3,945,787
Cost of sales (1,039,401) - (1,039,401) (983,632) - (983,632)
------------------------- ----- ------------- ------------- ----------- ------------- ------------- -----------
Gross profit 2,465,223 - 2,465,223 2,962,155 - 2,962,155
Share-based compensation (68,011) - (68,011) (50,585) - (50,585)
Administrative expenses (3,412,092) (81,402) (3,493,494) (3,596,707) 227,155 (3,369,552)
Selling and marketing
costs (897,308) (41,046) (938,354) (718,986) - (718,986)
Other income 327,213 - 327,213 144,762 - 144,762
------------------------- ----- ------------- ------------- ----------- ------------- ------------- -----------
Operating loss before
interest, tax,
depreciation
and amortisation (1,584,975) (122,448) (1,707,423) (1,259,361) 227,155 (1,032,206)
Amortisation and
depreciation (526,946) - (526,946) (449,427) - (449,427)
Finance income 18,244 - 18,244 2,841 - 2,841
Finance expense (402,814) - (402,814) (134,958) - (134,958)
------------------------- ----- ------------- ------------- ----------- ------------- ------------- -----------
Loss before taxation (2,496,491) (122,448) (2,618,939) (1,840,905) 227,155 (1,613,750)
Taxation 27,376 - 27,376 (141,928) - (141,928)
------------------------- ----- ------------- ------------- ----------- ------------- ------------- -----------
Loss for the year (2,469,115) (122,448) (2,591,563) (1,982,833) 227,155 (1,755,678)
------------------------- ----- ------------- ------------- ----------- ------------- ------------- -----------
Attributable to:
Owners of the parent (2,447,026) (122,448) (2,569,474) (1,934,420) 227,155 (1,707,265)
Non - controlling
interest (22,089) - (22,089) (48,413) - (48,413)
------------------------- ----- ------------- ------------- ----------- ------------- ------------- -----------
(2,469,115) (122,448) (2,591,563) (1,982,833) 227,155 (1,755,678)
------------------------- ----- ------------- ------------- ----------- ------------- ------------- -----------
Currency translation
difference (876,014) - (876,014) 1,392,495 - 1,392,495
------------------------- ----- ------------- ------------- ----------- ------------- ------------- -----------
Other comprehensive
(loss)/income (876,014) - (876,014) 1,392,495 - 1,392,495
------------------------- ----- ------------- ------------- ----------- ------------- ------------- -----------
Total comprehensive
loss for the year (3,345,129) (122,448) (3,467,577) (590,338) 227,155 (363,183)
------------------------- ----- ------------- ------------- ----------- ------------- ------------- -----------
Attributable to:
Owners of the parent (3,319,761) (122,448) (3,442,209) (554,162) 227,155 (327,007)
Non - controlling
interest (25,368) - (25,368) (36,176) - (36,176)
------------------------- ----- ------------- ------------- ----------- ------------- ------------- -----------
(3,345,129) (122,448) (3,467,577) (590,338) 227,155 (363,183)
------------------------- ----- ------------- ------------- ----------- ------------- ------------- -----------
Basic and diluted loss
per share 4 (0.79p) (0.95p)
------------------------- ----- ------------- ------------- ----------- ------------- ------------- -----------
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 March 2018
2018 2017
Notes GBP GBP
ASSETS
Non-current assets
Intangible assets 14,332,892 14,581,893
Property, plant and equipment 1,228,530 1,142,741
-------------------------------------------- ----- ----------- -----------
15,561,422 15,724,634
-------------------------------------------- ----- ----------- -----------
Current assets
Inventories 324,904 313,395
Trade and other receivables 1,085,783 806,566
Cash and cash equivalents 5,022,314 8,978,150
-------------------------------------------- ----- ----------- -----------
6,433,001 10,098,111
-------------------------------------------- ----- ----------- -----------
Total assets 21,994,423 25,822,745
-------------------------------------------- ----- ----------- -----------
EQUITY AND LIABILITIES
Equity attributable to equity holders of
the parent company
Share capital 6 3,290,166 3,287,991
Share premium 14,869,909 14,851,092
Share-based payment reserve 205,820 137,809
Shares to be issued reserve 106,581 131,934
Merger reserve 4,531,798 4,531,798
Translation reserve 675,899 1,539,676
Retained deficit (6,797,962) (4,291,319)
-------------------------------------------- ----- ----------- -----------
16,882,211 20,188,981
-------------------------------------------- ----- ----------- -----------
Equity attributable to non-equity holders
of the parent company
Non-controlling interest reserve - 97,157
-------------------------------------------- ----- ----------- -----------
Total equity 16,882,211 20,286,138
-------------------------------------------- ----- ----------- -----------
Non-current liabilities
Deferred tax 192,509 221,847
Provision for other liabilities and charges 151,753 1,289,357
Borrowings 1,914,114 1,879,899
-------------------------------------------- ----- ----------- -----------
Total non-current liabilities 2,258,376 3,391,103
-------------------------------------------- ----- ----------- -----------
Current liabilities
Trade and other payables 802,394 1,000,086
Income tax liabilities - 58,530
Provision for other liabilities and charges 1,041,520 1,060,484
Borrowings 1,009,922 26,404
-------------------------------------------- ----- ----------- -----------
Total current liabilities 2,853,836 2,145,504
-------------------------------------------- ----- ----------- -----------
Total liabilities 5,112,212 5,536,607
-------------------------------------------- ----- ----------- -----------
Total liabilities and equity 21,994,423 25,822,745
-------------------------------------------- ----- ----------- -----------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2018
Shares
Share-based to
Share Share payment be issued Merger Translation Retained Non-Controlling Total
capital premium reserve reserve reserve reserve deficit Total Interest Equity
GBP GBP GBP GBP GBP GBP GBP GBP GBP GBP
----------------- --------- ---------- ----------- ----------- --------- ----------- ----------- ------------- ---------------- -------------
At 1 April 2016 1,759,038 7,892,330 87,224 2,050,706 4,531,798 159,418 (2,584,054) 13,896,460 - 13,896,460
Issue of shares
for cash 1,366,778 5,467,111 - - - - - 6,833,889 - 6,833,889
Share issue
costs - (371,527) - - - - - (371,527) - (371,527)
Issue of shares
to Collagen
Solutions (UK)
vendors 160,000 1,840,000 - (2,000,000) - - - - - -
Issue of shares
on acquisition
of assets 2,175 23,178 - (25,353) - - - - - -
----------------- --------- ---------- ----------- ----------- --------- ----------- ----------- ------------- ---------------- -------------
Total
transactions
with owners
in their
capacity
as owners 1,528,953 6,958,762 - (2,025,353) - - - 6,462,362 - 6,462,362
Share-based
compensation - - 50,585 - - - - 50,585 - 50,585
Norgine warrants
to be issued - - - 106,581 - - - 106,581 - 106,581
Non-controlling
interest share
of net assets - - - - - - - - 133,333 133,333
----------------- --------- ---------- ----------- ----------- --------- ----------- ----------- ------------- ---------------- -------------
Loss for the
year - - - - - - (1,707,265) (1,707,265) (48,413) (1,755,678)
Currency
translation
difference - - - - - 1,380,258 - 1,380,258 12,237 1,392,495
----------------- --------- ---------- ----------- ----------- --------- ----------- ----------- ------------- ---------------- -------------
Loss and total
comprehensive
loss for the
year - - - - - 1,380,258 (1,707,265) (327,007) (36,176) (363,183)
----------------- --------- ---------- ----------- ----------- --------- ----------- ----------- ------------- ---------------- -------------
At 1 April 2017 3,287,991 14,851,092 137,809 131,934 4,531,798 1,539,676 (4,291,319) 20,188,981 97,157 20,286,138
----------------- --------- ---------- ----------- ----------- --------- ----------- ----------- ------------- ---------------- -------------
Issue of shares
on acquisition
of assets 2,175 23,178 - (25,353) - - - - - -
Share issue
costs - (4,361) - - - - - (4,361) - (4,361)
Total
transactions
with owners
in their
capacity
as owners 2,175 18,817 - (25,353) - - - (4,361) - (4,361)
Share-based
compensation - - 68,011 - - - - 68,011 - 68,011
Non-controlling
interest
transfer
of shares to
Company - - - - - 8,958 62,831 71,789 (71,789) -
----------------- --------- ---------- ----------- ----------- --------- ----------- ----------- ------------- ---------------- -------------
Loss for the
year - - - - - - (2,569,474) (2,569,474) (22,089) (2,591,563)
Currency
translation
difference - - - - - (872,735) - (872,735) (3,279) (876,014)
----------------- --------- ---------- ----------- ----------- --------- ----------- ----------- ------------- ---------------- -------------
Loss and total
comprehensive
loss for the
year - - - - - (872,735) (2,569,474) (3,442,209) (25,368) (3,467,577)
----------------- --------- ---------- ----------- ----------- --------- ----------- ----------- ------------- ---------------- -------------
At 31 March
2018 3,290,166 14,869,909 205,820 106,581 4,531,798 675,899 (6,797,962) 16,882,211 - 16,882,211
----------------- --------- ---------- ----------- ----------- --------- ----------- ----------- ------------- ---------------- -------------
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 March 2018
2018 2017
GBP GBP
------------------------------------------------------- ----------- -----------
Cash flow from operating activities
Loss before taxation (2,618,939) (1,613,750)
Share-based compensation 68,011 50,585
Depreciation 290,242 234,390
Amortisation 236,704 215,037
Decrease in contingent consideration (793,285) (325,390)
Finance expense 402,814 134,958
Finance income (18,244) (2,841)
Loss on sale of property, plant and equipment 2,360 993
Increase in inventories (19,213) (54,345)
Increase in trade and other receivables (267,157) (212,571)
(Decrease)/increase in trade and other payables (168,747) 190,947
Increase in provisions 631,066 -
------------------------------------------------------- ----------- -----------
Cash used in operations (2,254,388) (1,381,987)
Interest paid (272,606) (7,082)
Taxation paid (118,249) (104,941)
------------------------------------------------------- ----------- -----------
Net cash used in operations (2,645,243) (1,494,010)
------------------------------------------------------- ----------- -----------
Investing activities
Proceeds from sale of property, plant and equipment - 414
Payments to acquire property, plant and equipment (422,397) (137,324)
Payments to acquire licensed IP and patents, and
development costs (796,420) (341,502)
Settlement deferred and contingent consideration (1,049,901) -
Interest received 18,244 2,841
------------------------------------------------------- ----------- -----------
Net cash used in investing activities (2,250,474) (475,571)
------------------------------------------------------- ----------- -----------
Financing activities
Net proceeds on issue of ordinary shares (4,361) 6,462,362
Net proceeds from Bond issue 1,000,000 1,940,000
Repayment of related party loan (29,862) (10,931)
------------------------------------------------------- ----------- -----------
Net cash generated from/(used in) financing activities 965,777 8,391,431
------------------------------------------------------- ----------- -----------
Net (decrease)/increase in cash and cash equivalents (3,929,940) 6,421,850
Effect of foreign exchange rate changes on the
balance of cash held in foreign currencies (25,896) 63,154
------------------------------------------------------- ----------- -----------
Net (decrease)/increase in cash and cash equivalents (3,955,836) 6,485,004
------------------------------------------------------- ----------- -----------
Cash and cash equivalents at the beginning of
the financial year 8,978,150 2,493,146
------------------------------------------------------- ----------- -----------
Cash and cash equivalents at the end of the financial
year 5,022,314 8,978,150
------------------------------------------------------- ----------- -----------
NOTES TO THE AUDITED PRELIMINARY ANNOUNCEMENT
1. BASIS OF THE ANNOUNCEMENT
The audited preliminary results for the year ended 31 March 2018
were approved by the Board of Directors on 9 July 2018. The
financial information in this preliminary announcement does not
constitute full accounts within the meaning of section 434 (3) of
the Companies Act 2006 but is derived from the accounts for the
year ended 31 March 2018. The figures for the year are audited. The
preliminary announcement is prepared on the same basis as set out
in the statutory accounts for the year ended 31 March 2018. Those
accounts upon which the auditors issued an unqualified opinion,
also had no statement under section 498(2) or (3) of the Companies
Act 2006.
While the financial information included in this preliminary
announcement has been prepared in accordance with the recognition
and measurement criteria of International Financial Reporting
Standards, as adopted by the European Union (EU) (IFRS), this
announcement does not in itself contain sufficient information to
comply with IFRS.
The Company is a limited liability company incorporated and
domiciled in England & Wales and whose shares are quoted on
AIM, a market operated by The London Stock Exchange. The
consolidated financial information of Collagen Solutions plc is
presented in pounds sterling (GBP), which is also the functional
currency of the Group.
The statutory accounts for the financial year ended 31 March
2018 will be delivered to the Registrar of Companies following the
Company's Annual General Meeting.
2. GOING CONCERN
As part of its going concern review the Board has followed the
guidelines published by the Financial Reporting Council entitled
"Guidance on the Going Concern Basis of Accounting and Reporting on
Solvency and Liquidity Risks 2016". In determining the appropriate
basis of preparing the financial statements, the Directors are
required to consider whether the Company and Group can continue in
operational existence for the foreseeable future, being a period of
not less than twelve months from the date of the approval of the
financial statements. As at 31 March 2018 the Group had cash and
cash equivalents of GBP5.02 million and net current assets of
GBP3.58 million.
Management prepares detailed working capital forecasts which are
reviewed by the Board on a regular basis. Cash flow forecasts and
projections have been prepared through to 31 March 2021 and take
into account sensitivities on revenues and costs. Having made
relevant and appropriate enquiries, including consideration of the
Company's and Group's current cash resources and the working
capital forecasts, the Directors have a reasonable expectation that
the Company and Group will have adequate cash resources to continue
to meet the requirements of the business for at least the next 12
months from the date of approval of the financial statements.
Accordingly, the Board continues to adopt the going concern basis
in preparing the financial statements.
3. SEGMENTAL REPORTING
The Group's Chief Operating Decision Maker, the Chief Executive
Officer, is responsible for resource allocation and the assessment
of performance. In the performance of this role, the Chief
Executive Officer reviews the Group's activities, in aggregate. The
Group has therefore determined that it has only one reportable
segment under IFRS 8, Operating Segments, which is
biomaterials.
4. LOSS PER SHARE
The calculation of basic loss attributable to the equity holders
of the parent is based on losses of GBP2,569,474 (2017:
GBP1,707,265) and on 324,419,433 (2017: 185,776,383) ordinary
shares being the weighted average number of shares in issue during
the year.
The loss for the year and the weighted average number of
ordinary shares for calculating the diluted loss per share for the
year ended 31 March 2018 are identical to those for the basic loss
per share. This is because the outstanding share options would have
the effect of reducing the loss per ordinary share and would
therefore not be dilutive under the terms of International
Accounting Standard (IAS) No. 33.
5. SEPARATELY IDENTIFIABLE ITEMS
2018 2017
GBP GBP
-------------------------------------------------- ---------- ----------
Included within administrative expenses:
Release of contingent consideration provision(1) 738,466 553,063
Restructuring costs:(2) (819,868) -
-------------------------------------------------- ---------- ----------
Comprising of:
Employee costs (231,909) -
Onerous lease costs of property (140,125) -
Onerous lease dilapidations (62,774) -
Fixed asset write offs (266,414) -
General and administrative costs (118,646) -
-------------------------------------------------- ---------- ----------
Foreign exchange loss(3) - (253,027)
Legal costs - Bond facility arrangement(4) - (72,881)
-------------------------------------------------- ---------- ----------
(81,402) 227,155
-------------------------------------------------- ---------- ----------
1. The release of the contingent consideration provision in the
year ended 31 March 2018 and the year ended 31 March 2017 relates
to the reassessment of the earn-outs payable for the acquisitions
of Collagen Solutions LLC and Collagen Solutions NZ Limited.
2. The restructuring costs during the year ended 31 March 2018
relate to the reorganisation of the New Zealand operations as
announced in March 2018 and the planned transfer of most production
processes to the Glasgow site and also the reorganisation of
R&D operations including the relocation of the US facility from
San Jose to Minnesota in late 2017.
3. The foreign exchange translation loss during the year ended
31 March 2017 relates to the translation of the earn-out payable in
New Zealand dollars to sterling for the acquisition of Southern
Lights Ventures 2002 Limited.
4. The legal costs in relation to setting up the Norgine Bond
facility arrangement during the year ended 31 March 2017 have been
expensed in the Consolidated Statement of Comprehensive Income and
are shown as a separately identifiable item. The issue costs in
relation to the drawdown of tranche A of the Bond facility on 31
March 2017 have been netted off against the proceeds of the Bond
received and its carrying value.
2018 2017
GBP GBP
--------------------------------------------- --------- -----
Included within selling and marketing costs:
Restructuring costs(1) (41,046) -
--------------------------------------------- --------- -----
Comprising of:
Employee costs (41,046) -
(41,046) -
--------------------------------------------- --------- -----
1. The restructuring costs during the year ended 31 March 2018
relate to the reorganisation of commercial operations including the
relocation of the US facility from San Jose to Minnesota in late
2017.
6. SHARE CAPITAL
2018 2018 2017 2017
Number GBP Number GBP
-------------------------------- ------------ ---------- ------------ ----------
Issued and fully paid
Issued ordinary shares of 1p 324,516,552 3,245,166 324,299,077 3,242,991
Issued deferred shares of 9p 500,000 45,000 500,000 45,000
-------------------------------- ------------ ---------- ------------ ----------
Balance at the end of the year 325,016,552 3,290,166 324,799,077 3,287,991
-------------------------------- ------------ ---------- ------------ ----------
Ordinary shares
The total number of issued shares at 31 March 2018 was
324,516,552 (2017: 324,299,077).
On 11 September 2017, 217,475 ordinary shares were issued as
part of the consideration for the ChondroMimetic(R) assets.
Deferred shares
The total number of deferred shares at 31 March 2018 was 500,000
(2017: 500,000). The deferred shares do not confer any voting
rights.
Options and warrants
At 31 March 2018 the Company had 22,613,632 (2017: 18,013,632)
unissued ordinary shares of 1p each under the Company's share
option and warrant schemes, details of which are as follows:
Option Date
price from which Expiry
Grant date Number (in p) exercisable date
------------------ ---------- ------- ----------------- --------------
29 March 2013 4,050,000 10 29 March 2013 28 March 2023
1 January 23 November
24 November 2014 1,000,000 7.75 2017 2024
1 April 2015 500,000 9.63 1 April 2018 31 March 2025
15 December 14 December
15 December 2015 3,300,000 8.89 2018 2025
14 July 2016 2,700,000 8.13 14 July 2016 13 July 2026
26 October 14 February
15 February 2017 500,000 5.63 2019 2027
7 March 2017 500,000 5.75 7 March 2020 6 March 2027
31 March 2017 5,075,283 5.91 31 March 2017 30 March 2027
12 July 2017 3,900,000 5.25 12 July 2020 11 July 2027
23 January
23 January 2018 388,349 7.88 2018 30 July 2020
15 November
5 March 2018 200,000 3.38 2017 4 March 2028
5 March 2018 200,000 3.38 18 September2018 4 March 2028
5 March 2018 200,000 3.38 18 September2019 4 March 2028
20 March 2018 100,000 3.63 20 March 2018 19 March 2021
------------------ ---------- ------- ----------------- --------------
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR EASXNEFLPEFF
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