Press release
OXFORD
BIOMEDICA
PLCINTERIM
RESULTS FOR THE
SIX MONTHS ENDED
30 JUNE 2024
Delivering
Pure-Play CDMO
Growth Strategy
- Continued execution of "One OXB"
strategy with global integration progressing across UK, US and
French operations
- Existing near-term and medium-term financial guidance
reiterated, supported by positive growth trajectory of the
business
- Continued strong demand for OXB's CDMO services, with an
increase in number of late stage programmes
- Client portfolio is maturing and now
includes 37 clients and 48 programmes as of September 2024
(September 2023: 24 clients and 41 programmes), representing a
growth of 54% for clients and 17% for programmes year-on-year
- Successfully onboarded multiple new
clients, including signing 7 early-stage AAV programmes in the US
- Currently supporting late stage
activities for 4 clients preparing for commercial launch of CAR-T
products, compared to 1 late stage programme in September 2023
- Strong commercial KPIs underpin expected momentum in second
half of 2024 and beyond:
- Contracted value of client orders in
the first eight months of the year reflect strong demand for CDMO
services at approximately £94 million; this is supported by a high
level of GMP suite utilisation for 2025
- The total potential revenue pipeline
grew by 29% from $438 million to $565 million, since the start of
the year (as of 13 September 2024)
- Post-period end, Dr. Lucinda
Crabtree joined as CFO on 2 September; transition process
well-progressed
Oxford, UK -
23 September
2024: OXB (LSE: OXB), a quality and innovation-led
cell and gene therapy CDMO, today announces interim results for the
six months ended 30 June 2024.
Dr. Frank
Mathias, OXB's
Chief Executive
Officer, said: "The first half of
2024 has been a period of significant progress for OXB as we
continue to execute our multi-vector, multi-site 'One OXB'
strategy.
"The integration of our global network of sites is progressing
well, delivering operational benefits that enhance our ability to
meet diverse client needs and accelerate project timelines. We've
experienced strong demand across our viral vector services, with
particularly robust revenue growth in lentiviral vector
manufacturing. Importantly, we're also seeing encouraging progress
in AAV, including the signing of several new early stage programmes
in the US.
"Our commercial momentum is strong across all our key regions -
the UK, US and France. We're particularly pleased with the growth
in our late-stage programmes, now supporting late stage activities
for four clients preparing for commercial launch of CAR-T
products.
"The positive trajectory of our key performance
indicators, including our growing revenue backlog and the high
level of GMP suite reservations for 2025, gives us confidence in
our future performance. These metrics reflect the increasing
maturity of our client programmes and the growing demand for our
services in the cell and gene therapy sector.
"As we look ahead, we remain focused on further integrating our
operations and growing our global portfolio of clients and projects
across all stages of clinical development. I'm proud of the OXB
team whose expertise and dedication are driving our achievements,
enabling our clients to deliver life-changing therapies to patients
and create long-term value for our shareholders."
FINANCIAL HIGHLIGHTS (including post-period
events)
- Double-digit revenue growth; total
revenues increased by 18% to £50.8 million (H1 2023: £43.1
million). Organic revenue growth was 38%. Organic growth excludes
the impact of the acquisition of OXB France and the loss of
revenues from Homology Medicines, Inc ("Homology").
- Revenue growth was driven by higher
levels of manufacturing and commercial development activity,
including:
- New client acquisition and revenue
growth in lentiviral vector manufacturing as a result of an
increase in the number of batches manufactured and clients
transitioning to Process C, OXB’s best-in-class perfusion
bioreactor process for lentiviral vector manufacturing.
- New contributions from OXB France
following the acquisition of ABL Europe in January 2024, total
revenues in France of £5.7 million in H1 2024.
- Offset by a decline in US revenues
due to Homology ceasing clinical activities, revenues from Homology
in H1 2024 were £0.2 million (H1 2023: £12.9 million).
- Lower cost base as a result of the
2023 reorganisation:
- Operating EBITDA loss of £(20.3)
million (H1 2023: £(33.7 million) and operating loss of £(32.2)
million (H1 2023: £(50.7) million).
- Sufficient capital to achieve current
strategic plan:
- Cash at 30 June 2024 was £81.4
million (31 Dec 2023: £103.7 million); Net cash was £41.7 million
(31 Dec 2023: £65.2 million).
- Commercial KPIs underpin expected
momentum for the second half of 2024 and beyond:
- The contracted value of client
orders1 signed during the first 8 months of 2024 was approximately
£94 million as at 31 August 2024.
- Revenue backlog2 as at 31 August 2024
stood at approximately £120 million, compared to £94 million at 31
December 2023. This is the amount of future revenue available to
earn from current orders.
OUTLOOK AND
FINANCIAL GUIDANCE
- The Group reiterates its existing
near-term and medium-term financial guidance communicated to the
market:
- 2024 total Group revenues of between
£126 million and £134 million, with a three-year revenue CAGR of
more than 35% for 2023-2026.
- Low double-digit Operating EBITDA
loss in 2024, including the impact of the acquisition of OXB France
and investment in talent to support increased late stage client
activity in 2025.
- The Group expects to achieve
Operating EBITDA margins in excess of 20% by the end of 2026, and
to be profitable on an EBITDA level in 2025.
1 Contracted value of client orders represent the value of
customer orders for which the customer has signed a financial
commitment, whereby any changes to agreed values will be subject to
either change orders or cancellation fees.2 Revenue backlog
represents ordered CDMO revenues available to earn. It is
calculated on a cumulative basis by adding new contracted client
orders less the value of revenues already recognised or no longer
available after project scope adjustments or cancellations.
Analyst briefing
OXB's management team, led by Dr. Frank Mathias, CEO, Dr.
Lucinda Crabtree, CFO and Dr. Sebastien Ribault, CBO will be
hosting a briefing and Q&A session for analysts at 13:00 BST /
8:00 EST today, 23 September, at Chartered Accountants Hall, One
Moorgate Place, London EC2R 6EA, United Kingdom.
A live webcast of the presentation will be available via this
link. The presentation will be available on OXB's website at
www.oxb.com
If you would like to dial in to the call and ask a question
during the live Q&A, please email OXB@icrhealthcare.com
Notes
Unless otherwise defined, terms used in this announcement shall
have the same meaning as those used in the Annual report and
accounts.
Enquiries
Oxford Biomedica
plc |
T: +44 (0)1865 509 737/ E: ir@oxb.com |
Sophia Bolhassan, Head of Investor Relations |
|
ICR Consilium |
T: +44 (0)20 3709 5700 / E: OXB@icrhealthcare.com |
Mary-Jane ElliottAngela GrayDavide Salvi |
|
RBC Capital
Markets (Joint
Corporate Brokers): |
T: +44 (0)20 7653 4000 |
Rupert WalfordKathryn Deegan |
|
JP Morgan (Joint
Corporate Brokers): |
T: +44 (0)207 1347329 |
James MitfordManita ShinhJem de los Santos |
|
About OXB
OXB (LSE: OXB) is a quality and innovation-led contract
development and manufacturing organisation (CDMO) in cell and gene
therapy with a mission to enable its clients to deliver life
changing therapies to patients around the world.
One of the original pioneers in cell and gene therapy, OXB has
more than 25 years of experience in viral vectors; the driving
force behind the majority of cell and gene therapies. OXB
collaborates with some of the world's most innovative
pharmaceutical and biotechnology companies, providing viral vector
development and manufacturing expertise in lentivirus,
adeno-associated virus (AAV), adenovirus and other viral vector
types. OXB's world-class capabilities span from early stage
development to commercialisation. These capabilities are supported
by robust quality-assurance systems, analytical methods and depth
of regulatory expertise.
OXB offers a vast number of unique technologies for viral vector
manufacturing, including a 4th generation lentiviral vector system
(the Tetravecta™ system), dual plasmid system for AAV production,
suspension and perfusion process using process enhancers and stable
producer and packaging cell lines.
OXB, a FTSE4Good constituent, is headquartered in Oxford, UK. It
has bioprocessing and manufacturing facilities across Oxfordshire,
UK, Lyon and Strasbourg, France and near Boston, MA, US. Learn
moreat www.oxb.com, and follow us on LinkedIn and YouTube.
Overview
In the first half of 2024 Oxford Biomedica plc ("OXB" or "the
Group") remained firmly focused on the execution of its new
multi-vector multi-site "One OXB" strategy, laying the foundations
for further sustainable growth. Despite the challenges of
continuing unfavourable global economic conditions, this strategy
is gaining traction. This is demonstrated by the high demand for
OXB’s CDMO services across all key viral vector types, alongside
strong commercial KPIs. These factors underpin expected momentum
for the second half of 2024 and beyond.
To align with the new focus of the business, OXB made several
strategic updates to its Board and senior leadership team including
the post-period end appointment of Lucinda (Lucy) Crabtree as the
new Chief Financial Officer. Smoothly taking over from Stuart
Paynter, Lucy Crabtree has already begun working closely with Frank
Mathias and the rest of the leadership team to execute the new OXB
strategy.
OXB has continued to gain market share in the rapidly growing
cell and gene therapy market. The contracted value of client orders
signed during 2024 stood at approximately £94 million as of 31
August 2024, including an increase in orders signed towards the end
of the first half of 2024 and continuing momentum post-period end.
OXB expects strong cadence of new orders to continue in the second
half of 2024 and beyond, underpinned by a strong business
development pipeline, with a high level of GMP suite utilisation
for 2025 giving increased visibility.
Operational Review
CDMO Services
Demand for OXB's CDMO services remains strong across all key
viral vector types, with an expected increase in AAV and
adenovirus-based programmes. OXB has capitalised on this demand,
growing and diversifying itsCDMO portfolio throughout the year. The
Group has successfully onboarded multiple new clients, including
signing 7 early stage AAV programmes in the US. Concurrently,
existing client programmes have advanced, with the Group supporting
late stage activities for 4 clients as they prepare for the
commercial launch of CAR-T products and subsequent Biologics
License Application (BLA) submissions. Approximately a quarter of
OXB's clients are working with the Group on more than one
programme, underscoring the strength and embedded commercial
opportunity of these relationships.
In January, OXB completed the acquisition of ABL Europe SAS, now
renamed Oxford Biomedica (France) SAS ("OXB France"), significantly
enhancing the Group's capacity to meet growing client demand. This
move has transformed OXB's operational footprint, which now spans
three key regions: UK, US and France, and solidified OXB's position
as a world-leading quality and innovation-led CDMO in the cell and
gene therapy field. The acquisition has also expanded OXB's
capabilities significantly, complementing its established expertise
in Adenovirus, Lentiviral vectors and AAV with OXB France's
advanced capabilities in Pox viruses, including MVA and
Vaccinia.
The integration of OXB France is significantly progressed, with
the site already delivering process development and GMP
manufacturing for clients across multiple vector types.
The resulting multi-vector, multi-site model is already
demonstrating significant operational benefits alongside commercial
benefits. A key operational advantage is the Group's ability to
seamlessly allocate projects across its international network of
facilities. This cross-border collaboration enables OXB to:
- Optimise resource utilisation across
all sites
- Balance workloads efficiently
- Leverage specialised expertise from
different locations
- Manage multiple work packages
simultaneously
- Increase flexibility in line with
client preferences
As a result, the Group has enhanced its capacity to meet diverse
client needs and accelerate project timelines.
This expanded operational model, combined with OXB's strong
track record, expertise and know-how in manufacturing viral
vectors, strengthens the Group's position as a leading CDMO in the
cell and gene therapy sector.
Programme stage |
September 20231 |
September 20242 |
|
24 clients |
37 clients |
|
41 client programmes |
48 client programmes |
Pre-clinical through to early stage clinical |
393 |
42 |
Late stage clinical |
1 |
4 |
Commercial agreements |
1 |
2 |
- As per the H1 2023 results
release
- As of this results release (includes
post-period events)
- Includes undisclosed stage
programmes
Business
Development
OXB has continued to strengthen its business development
activities throughout 2024. The Group's focus on utilising its
multi-viral vector CDMO capabilities to broaden its client base and
deepen existing clientrelationships has started to deliver results,
reflecting sustained demand for OXB's services from a diverse range
of pharmaceutical and biotechnology companies.
The contracted value of client orders signed during 2024 was
approximately £94 million as at 31 August 2024. Clients
transitioning from early stage manufacturing to late stage and
commercial activities have moved from a batch reservation model to
a binding forecast model, providing increased revenue visibility
for late stage client programmes.
The Group tracks its pipeline of potential
revenue opportunities through a rigorous internally developed
process.The total potential revenue pipeline grew by 29% from $438
million at the start of year to $565 million as of 13 September
2024. Growth has also been seen in the risk adjusted pipeline
(adjusted for conversion probability) demonstrating OXB’s increased
efficiency in progressing potential commercial opportunities.
The pipeline is well-balanced, with approximately half
representing potential revenue opportunities with existing clients.
It includes opportunities across all stages of development,
including commercial manufacturing.
Innovation
The Group focuses on client-centric innovation that addresses
the unique challenges of cell and gene therapy. By enhancing viral
vector production, the Group is not only industrialising the
process, but also achieving higher productivity, better quality and
lower costs, thereby benefiting clients and ultimately patients.
This combination of platform and process innovation is expected to
significantly reduce the cost per dose, accelerating clinical
development and expanding patient access to these therapies.
At the start of the year, the Group launched the inAAVate™
platform, which offers a proprietary ‘plug and play’Dual-Plasmid
system for transient transfection, as well as a standard triple
transfection system for AAV-based gene therapies. The inAAVate™
platform has demonstrated cell culture titre to over 1E15 vg/L for
multiple serotypes across multiple genomes, and shown a significant
increase in AAV vector productivity and quality with >50% full
capsids in the bioreactor and >90% full capsids in the final
drug substance. The Dual-Plasmid system, together with the Group's
proprietary transfection process has been successfully scaled up to
2,000L with multiple GMP runs at 500L scale, and represents a
high-quality platform with industry-leading productivity to enable
successful AAV product development.
Additionally, the Group has developed additive technologies that
are already being used in GMP for client programmes (U1) or
expected later in the second half of 2024 / first half of 2025
(I3A). These allow for an increase
in the number of lentiviral particles generated and an
improvement in their potency such that less vector has to be used
to achieve the same benefit; a continuing challenge for the
industry.
Corporate &
Organisational Development
The Group has undergone changes in its Board composition and
leadership team during the period, better aligning the Board's
skills and expertise with its focus as a pure-play cell and gene
therapy CDMO.
In March 2024, Peter Soelkner joined the Board as a
Non-Executive Director. Mr. Soelkner brings over 30 years of
experience in the global pharmaceutical services industry, with
significant CDMO expertise. He is currentlyManaging Director of
Vetter Pharma, where he has helped grow revenues from $200 million
to more than $1 billion over the past 15 years.
Catherine Moukheibir and Dr. Michael Hayden did not stand for
re-election at the June 2024 Annual General Meeting, as part of the
Group’s efforts to streamline the Board while bolstering its CDMO
expertise. Dr. Hayden continues to serve as an adviser to the
Science and Technology Advisory Committee.
In July 2024, Laurence Espinasse was appointed as a
Non-Executive Director. Ms. Espinasse brings more than two decades
of experience across the legal and healthcare sectors and currently
serves as the General Counsel and Compliance Officer at Institut
Mérieux SA ("Institut Mérieux").
On 17 July 2024, post-period, the Group announced the
appointment of Dr. Lucinda (Lucy) Crabtree as Chief Financial
Officer (CFO) and Board member, effective 2 September 2024. Dr.
Crabtree brings extensive experience in the biopharmaceutical and
investment sectors, having previously served as CFO at MorphoSys AG
and Autolus Therapeutics. Concurrently, Stuart Paynter stepped down
as CFO and from the Board after almost seven yearsof service.
One OXB: integrated
global CDMO strategy
The Group has made significant progress with the integration of
its global network of sites under its new multi-vector multi-site
strategy as a pure-play CDMO. The Group continues to deliver on the
20 "One OXB"workstreams, improving efficiency of operations,
retaining talent and focusing on client-centric innovation, aiming
for full integration by the end of 2025.
Key achievements include:
- Successfully transferring its
lentiviral vector capabilities to its Bedford, Massachusetts site,
with rollout to US clients underway and plans to enable OXB’s
French sites to provide similar lentiviral vector services by the
end of 2024.
- Developing a new product introduction
process that significantly speeds up clients' transition from
clinical stages to GMP manufacturing. This new process is expected
to significantly reduce internal resource usage and shorten the
time needed to transfer new products onto OXB's platform.
- Extending the Sales and Operations
Planning (S&OP) process to French sites, following successful
implementation in the UK and US. This allows the Group to use a
systematic and consistent approach to deciding where to best
allocate client projects according to key criteria such as delivery
and business impact.
Post-period end in September, the Group announced the launch of
its new corporate brand. As part of this rebrand, the Group has
rebranded as OXB, unveiling a more modern and recognisable visual
identity that reflects the global nature of the Group’s operations
and its transformation into a pure-play cell and gene therapy
CDMO.
Acquisition of
ABL Europe from
Institut Merieux
In September 2023, OXB announced its intention to acquire ABL
Europe from Institut Mérieux, for a deal value of €15 million
(including €10 million of post-completion cash funding in ABL
Europe from Institut Mérieux). Under IFRS 3: Business Combinations,
accounting, the fair value of the shares paid as consideration was
€6.6m, which
comprises the shares issued of 3,149,374 at the acquisition date
share price of 180.6p. ABL Europe, renamed OXB France post the
acquisition, is a pure-play European CDMO with specialised
expertise in the development and manufacturing of viral vectors for
biotech and biopharma companies including viruses for cell and gene
therapy, oncolytic viruses and vaccine candidates.
The transaction completed on 29 January 2024, providing the
Group with bioprocessing and manufacturing facilities in the EU,
through sites in Lyon and Strasbourg, France. This strategic
acquisition increases access to EU-based clients and broadens the
Group's international development, manufacturing and testing
presence, whilst increasing its capacity in process and analytical
development and early stage manufacturing, with over 1,800m2 of GMP
manufacturing space. The addition of the sites in France brings
more than 100 CDMO experts to the Group and adds expertise in Pox
viruses, including MVA and Vaccinia, to OXB's client offering.
On 18 June 2024, TSGH SAS, a subsidiary of Institut Mérieux,
invested €20 million (£16.9 million) through the subscription of
5,201,107 new ordinary shares at a price of 325p per share.
Following this subscription, the acquisition, and previous
market purchases, Institut Mérieux now holds a 10.9% stake in OXB,
making it a major, long-term shareholder and further underpinning
its conviction in OXB's strategy.
Environmental, Social &
Governance
The Group remains committed to its role as a responsible
business and its ESG mission to deliver life-changing cell and gene
therapies to patients in an ethical and socially responsible way.
The ESG strategy has been reviewed to reflect OXB’s strategic reset
as a pure-play CDMO. As a result of this review, OXB will focus on
four pillars: People; Community; Environment and Supply Chain.
The Group's newly formed Environment, Social, Governance and
Risk (" ESGR") Committee is responsible for the governance and
oversight of all of OXB's ESG commitments and reports to the
Corporate Executive Team (CET) and ultimately to the Board. The
ESGR Committee is chaired by Thierry Cournez, the Group's Chief
Operating Officer.
Namrata Patel, Independent Non-Executive Director is responsible
for providing strategic insight and practical solutions to shape
and achieve objectives with regards to the Group's sustainability
strategy and presents progress updates to the Audit Committee and
the Board.
Full details on our ESG pillars can be found on our ESG webpage
at www.oxb.com
Financial review
The Group has made significant progress under its new
multi-vector multi-site strategy as a pure-play CDMO during the
first six months of 2024. This included the acquisition of OXB
France, the successful transfer of OXB’s lentiviral vector
capabilities to its Bedford, MA site and the continued integration
of its global network ofsites. Following the discontinuation of its
Product segment at the end of 2023, the Group now operates solely
as a pure-play CDMO. Consequently, for 2024, the Group reports as a
single segment.
Selected highlights of the Group's financial results are as
follows:
- Total revenues increased by 18% to
£50.8 million (H1 2023: £43.1 million). Organic revenue growth was
38%. Organic growth excludes the impact of the acquisition of OXB
France and the loss of revenues from Homology.
- Revenue growth was driven by higher
levels of manufacturing and commercial development activity,
including:
- New client acquisition and revenue
growth in lentiviral vector manufacturing.
- New contributions from OXB France
following the acquisition of ABL Europe in January 2024; total
revenues in France of £5.7 million in H1 2024.
- Offset by a decline in US revenues
due to Homology ceasing clinical activities, revenues from Homology
in H1 2024 were £0.2 million (H1 2023: £12.9 million).
- Revenues from bioprocessing and
commercial development activities increased by 15% to £46.9 million
(OXB France £5.7 million) (H1 2023: £40.6 million). This was driven
by double digit revenue growth in lentiviral vector manufacturing
as a result of an increase in the number of batches manufactured
and clients transitioning to Process C, OXB’s best-in-class
perfusion bioreactor process for lentiviral vector
manufacturing.
- Revenues from milestones, licences
and royalties increased by 56% to £3.9 million (H1 2023: £2.5
million); due to completion of a client milestone in relation to
first patient dosing in a pivotal clinical trial.
- Acquisition of ABL Europe from
Institut Mérieux for a fair value consideration of €6.6 million by
means of a share-for-share exchange increasing net assets of the
Group by £7.4 million and giving rise to a bargain purchase gain
of
£1.7 million. Refer to note 19.
- Refinancing ($30 million cash)
completed of Oxford Biomedica (US) LLC ("OXB US") at 26 June 2024,
resulting in an increase in ownership by OXB and dilution of Q32
Bio Inc ("Q32 Bio") (which acquired Homology in March 2024). OXB's
ownership of OXB US as a result has increased to 90% from 80%.
- Operating EBITDA loss of £(20.3)
million (H1 2023: £(33.7) million) and operating loss of £(32.2)
million (OXB France (£4.4) million) (H1 2023: £(50.7) million).
Reduced operating EBITDA loss as a result of the increase in
revenues and the impact of the 2023 reorganisation lowering the
overall cost base.
- Cash(burn) of £(43.6) million (H1
2023: £(10.2) million) arising principally from operating loss and
the absence of positive one-off working capital movements which
occured in the first half of 2023.
- Cash at 30 June 2024 was £81.4
million (31 Dec 2023: £103.7 million); Net cash was £41.7 million
(31 Dec 2023: £65.2 million).
Key financial
indicators
The Group evaluates its performance inter alia
by making use of alternative performance measures as part of its
Key Financial Performance Indicators (refer to the table below).
The Group believes that these Non-GAAP measures, together with the
relevant GAAP measures, provide a comprehensive, accurate
reflection of theGroup's performance over time. The Board has taken
the decision that the Key Financial Performance Indicators against
which the business will be assessed are Revenue, Operating EBITDA
and Operating profit/(loss). The figures presented in this section
for prior years are those reported in the Interim Reports for those
years.
£'m |
H1 2024 |
H1 2023 |
Revenue |
|
|
Bioprocessing/ commercial development |
46.9 |
40.6 |
Licences, milestones and royalties |
3.9 |
2.5 |
Total revenue |
50.8 |
43.1 |
Operations |
|
|
Operating EBITDA1 |
(20.3) |
(33.7) |
Operating (loss) |
(32.2) |
(50.7) |
Cash Flow |
|
|
Cash (used in) operations |
(39.2) |
(5.4) |
Capex2 |
(4.8) |
(4.9) |
Cash (burn)3 |
(43.6) |
(10.2) |
Financing |
|
|
Cash |
81.4 |
129.4 |
Loan |
39.7 |
90.1 |
Non-Financial Key
Indicators |
|
|
Headcount |
|
|
Half Year4 |
834 |
891 |
Average4 |
845 |
891 |
1 Operating EBITDA (Earnings Before Interest,
Tax, Depreciation, Amortisation, revaluation of investments and
assets at fair value through profit and loss, and Share Based
Payments) is a non-GAAP measure often used as a surrogate for
operational cash flow as it excludes from operating profit or loss
all non-cash items, including the charge for share based payments.
However, deferred bonus share option charges are not added back to
operating profits in the determination of Operating EBITDA as they
may be paid in cash upon the instruction of the Remuneration
Committee. A reconciliation to GAAP measures is provided on page
12.2 This is purchases of property, plant and equipment as per the
cash flow statement which excludes additions to right-of-use
assets.
3 Cash burn is net cash consumed from operations
plus net interest plus capital expenditure. A reconciliation to
GAAP measures is provided on page 13.
4 Includes approx 130 heads as part of the
acquisition of OXB France.
Revenue
£'m |
H1 2024 |
H1 2023 |
Revenue |
|
|
Bioprocessing/ commercial development |
46.9 |
40.6 |
Licences, milestones and royalties |
3.9 |
2.5 |
Total revenue |
50.8 |
43.1 |
The Group's revenues increased by 18% to £50.8 million (H1 2023:
£43.1 million) with organic revenue growth of 38%, excluding the
impact of the acquisition of OXB France and the loss of revenues
from Homology.Revenues from bioprocessing and commercial
development activities increased by 15% to £46.9 million (H1
2023:£40.6 million) driven by new client acquisition and revenue
growth in lentiviral vector manufacturing as a result of an
increase in the number of batches manufactured, and clients
transitioning to Process C, OXB’s best-in-class perfusion
bioreactor process for lentiviral vector manufacturing and £5.7
million of revenue from OXB France post-acquisition. This was
offset by a decline in US revenues due to Homology ceasing clinical
activities. Revenues from Homology in H1 2024 were £0.2 million (H1
2023: £12.9 million).
Revenues from milestones, licences and royalties increased by
56% to £3.9 million (H1 2023: £2.5 million); due to completion of a
client milestone in relation to first patient dosing in a pivotal
clinical trial.
Operating EBITDA
£'m |
H1 2024 |
H1 2023 |
Revenue |
50.8 |
43.1 |
Other income |
3.2 |
1.4 |
Gain on sale of property |
- |
0.5 |
Total expenses1 |
(74.4) |
(78.7) |
Operating EBITDA2 |
(20.3) |
(33.7) |
Non cash items3 |
(11.9) |
(17.0) |
Operating (loss)/profit |
(32.2) |
(50.7) |
1 Total expenses are operational expenses
including cost of goods incurred by the Group. A reconciliation to
GAAP measures is provided on page 11.
2 Operating EBITDA (Earnings Before Interest,
Tax, Depreciation, Amortisation, revaluation of investments and
assets at fair value through profit and loss, and Share Based
Payments) is a non-GAAP measure often used as a surrogate for
operational cash flow as it excludes from operating profit or loss
all non-cash items, including the charge for share based payments.
However, deferred bonus share option charges are not added back to
operating profits in the determination of Operating EBITDA as they
may be paid in cash upon the instruction of the Remuneration
Committee. A reconciliation to GAAP measures is provided on page
12.3 Non-cash items include depreciation, amortisation, revaluation
of investments, fair value adjustments of available-for-sale assets
and the share-based payment charge.
Operating EBITDA loss of £(20.3) million (H1 2023: £(33.7)
million) and operating loss of £(32.2) million (H1 2023:£(50.7)
million) arose as a result of the increase in revenues and the
ongoing impact of the 2023 restructure lowering the overall cost
base.
In 2024, the Group benefited, in Other Income, from a £1.7
million one-off gain as a result of the fair value of the French
acquisition. In 2023, the Group benefited from a one-off profit on
sale of its Harrow House facility of £0.5 million in a sale and
lease back transaction. Other operating income also includes sub
lease rental income £1.2 million and grant income to further
develop supply chain capabilities of £0.2 million.
Total Expenses
In order to provide the users of the accounts with a more
detailed explanation of the reasons for the year on year movements
of the Group's operational expenses included within Operating
EBITDA, the Group has added together research and development,
bioprocessing and administrative costs and has removed
depreciation, amortisation and the share option charge as these are
non-cash items which do not form part of the Operating EBITDA
alternative performance measure.
As Operating (loss) is assessed separately as a key financial
performance measure, the year on year movement in these non-cash
items is then individually analysed and explained specifically in
the Operating and Net (loss) section. Expense items included within
Total Expenses are then categorised according to their relevant
nature with the year on year movement explained in the second
table.
£'m |
H1 2024 |
H1 2023 |
Research and development1 |
15.8 |
31.4 |
Bioprocessing costs |
23.6 |
30.3 |
Administrative expenses |
14.1 |
12.9 |
Operating expenses |
53.5 |
74.6 |
Depreciation, Amortisation and share option charge |
(11.9) |
(17.0) |
Adjusted Operating expenses2 |
41.6 |
57.6 |
Cost of sales |
32.8 |
21.1 |
Total Expenses3 |
74.4 |
78.7 |
1 Includes the RDEC tax credit.
2 Research, development, bioprocessing and
administrative expenses excluding depreciation, amortisation and
the share option charge.
3 Cost of goods plus research, development,
bioprocessing and administrative expenses excluding depreciation,
amortisation and the share option charge.
Revenue increased by 18% in H1 2024 whilst the Group's cost base
decreased by 6% to £(74.4) million. 2024 has seen a decrease in
gross margin to 35% (H1 2023: 51%) due to client and product mix
and the timing of client product lifecycles to support future
commercial launches.
There was a decrease of £16.0 million (28%) in adjusted
operating expenditure in H1 2024 to £41.6 million (H1 2023:£57.6
million) reflecting the impact of the streamlining of roles,
synergies achieved from the move to a site-based model; including
£5.6 million savings from the closure of the Product division and
£3.3 million reduction in amortisation and depreciation in 2024,
primarily driven by the impact of the 2023 impairment of OXB US
assets following the decision by Homology to cease clinical
activities.
Administration costs have increased by £1.2 million primarily
driven by the larger Group post acquisition of OXB France, changes
in Group management and cost inflation.
The table below shows total expenses by type of expenditure
(excluding depreciation, amortisation and other non-cash
items):
£'m |
H1 2024 |
H1 2023 |
Raw materials, consumables and other external bioprocessing
costs |
20.4 |
15.9 |
Manpower-related |
40.0 |
47.1 |
External R&D expenditure |
0.3 |
1.5 |
Other costs |
16.6 |
16.7 |
RDEC Credit |
(2.9) |
(2.5) |
Total Expenses1 |
74.4 |
78.7 |
1 Total expenses are operational expenses including cost of
goods incurred by the Group. A reconciliation to GAAP measures is
provided on page 11.
- Raw materials, consumables and other external bioprocessing
costs used in lentivector and AAV batch manufacturing and
development have increased in line with increased activities.
- The decrease in manpower-related
costs is due to the restructuring completed at the end of 2023 with
the loss of approximately 200 roles across the UK and the US
business, offset by the addition of approximately 130 roles in the
French business.
- External R&D expenditure
decreased significantly as a result of the closure of the product
division in the second half of 2023.
- Other costs were higher as a result
of the inclusion of the administrative expenditure of OXB France
and inflationary increases.
- The RDEC credit has increased to
£2.9 million (H1 2023: £2.5 million) due to an increase in
qualifying activity.
Operating (loss) and net
(loss)
£'m |
H1 2024 |
H1 2023 |
Operating EBITDA1 |
(20.3) |
(33.7) |
Depreciation, Amortisation and share option charge |
(11.9) |
(17.0) |
Operating (loss) |
(32.2) |
(50.7) |
Interest |
(3.1) |
(3.4) |
Foreign exchange on loans |
(0.4) |
1.7 |
Taxation |
(0.7) |
(0.3) |
Net (loss) |
(36.4) |
(52.7) |
- Operating EBITDA
(Earnings Before Interest, Tax, Depreciation, Amortisation,
revaluation of investments and assets at fair value through profit
and loss, and Share Based Payments) is a non-GAAP measure often
used as a surrogate for operational cash flow as it excludes from
operating profit or loss all non-cash items, including the charge
for share based payments. However, deferred bonus share option
charges are not added back to operating profits in the
determination of Operating EBITDA as they may be paid in cash upon
the instruction of the Remuneration Committee.
In arriving at Operating (loss) it is necessary to deduct from
Operating EBITDA the non-cash items referred to above. The
depreciation (£10.2 million) and amortisation (£1.3 million)
charges are both lower in 2024 post the 2023 impairment of OXB US
assets driven by the decision by Homology to cease clinical
activities. The share option charge decreased by £1.9 million due
to the employee restructuring, as well as the non-vesting of
certain share options with performance conditions.
The impact of these charges resulted in an operating loss H1
2024 of £(32.2) million in 2024 compared to H1 2023 loss of £(50.7)
million in the prior year.
H1 2024 net interest and foreign exchange charge increased by
£1.8 million partly as result of £1.7 million gain in respect of
the Oaktree loan being replaced by losses (£0.4 million) in 2024.
In addition, lower group cash balances reduced interest received
(£0.5 million) and the additional leases as a result of the
acquisition of OXB France.
Other Comprehensive
Income
The Group recognised a loss within other comprehensive income in
H1 2024 of £0.2 million (H1 2023: £4.6 million expense) in relation
to movements on the foreign currency translation reserve.
The translation reserve comprises all foreign currency
differences arising from the translation of the financial
statements of foreign operations, including gains arising from
monetary items that in substance form part of the net investment in
foreign operations.
Cash flow
£'m |
H1 2024 |
H1 2023 |
Operating (loss) |
(32.2) |
(50.7) |
Non-cash items included in operating loss1 |
11.9 |
17.0 |
Operating EBITDA2 |
(20.3) |
(33.7) |
Non - cash gain |
(1.7) |
- |
Working capital movement3 |
(17.2) |
24.8 |
Cash (used in) operations |
(39.2) |
(8.9) |
R&D tax credit received |
- |
3.5 |
Net Cash (used in)
operations |
(39.2) |
(5.4) |
Net interest |
0.4 |
0.1 |
Capex4 |
(4.8) |
(4.9) |
Net cash (burn)5 |
(43.6) |
(10.2) |
- Depreciation, Amortisation,
revaluation of investments and assets at fair value through profit
and loss, and Share Based Payments.
- Operating EBITDA (Earnings Before
Interest, Tax, Depreciation, Amortisation, Impairment, revaluation
of investments and assets at fair value through profit and loss,
and Share Based Payments) is a non-GAAP measure often used as a
surrogate for operational cash flow as it excludes from operating
profit or loss all non-cash items, including the charge for share
based payments. However, deferred bonus share option charges are
not added back to operating profits in the determination of
Operating EBITDA as they may be paid in cash upon the instruction
of the Remuneration Committee. A reconciliation to GAAP measures is
provided on page 12.
This is Changes in working capital as laid out in: Cash flow from
operating activities on page 31This is Purchases of property, plant
and equipment as per the cash flow statement which excludes
additions to Right-of-use assets.Cash burn is net cash consumed
from operations plus net interest plus capital expenditure. The
Group held £81.4 million of cash at 30 June 2024, having begun the
year with £103.7 million. Significant movements across the year are
explained below:
- The negative working capital movement
of £17.2 million arose principally due to increased manufacturing
activity which has reduced contract liabilities relating to batch
deposits by £6.2 million and increased trade receivables by £12.6
million.
- The Group received the 2021 RDEC tax
credit in January 2023, £3.5 million and the 2022 RDEC tax credit
in October 2023, £4.0 million therefore there is no RDEC receipt in
H1 2024 as expected.
- Purchases of property, plant and
equipment remained stable at £4.8 million, as the Group restricted
its capex spend to replacement requirements except for some highly
strategic and specifically approved projects.
- The Group benefited from £9.0
million net cash on acquisition of OXB France.
- The net inflows from financing during
2024 was £10.0 million, consisting of proceeds from a share issue
of
£17.0 million by Institut Mérieux and share option exercises offset
by lease and loan payments of £5.0 million and £2.2 million
respectively, lease payments have increased due to the sale and
leaseback of the Group's Harrow House and Windrush Court facilities
and the additional leases within OXB France.
- The result of the above movements is
a net decrease of £21.9 million which, together with a negative
movement in foreign currency balances of £0.4 million, leads to a
decrease in cash from £103.7 million to £81.4 million.
Statement of financial
positionThe most notable items on the Statement of
financial position, including changes from 31 December 2023, are as
follows:
- Intangible assets decreased from
£31.0 million to £30.0 million due to amortisation of £1.3 million,
offset by foreign exchange movements of £0.3 million;
- Property, plant and equipment has
decreased by £4.1 million from £75.7 million to £71.6 million due
to depreciation of £10.2 million; disposals of £1.8 million and FX
and other impacts £0.8 million. Offset by capital expenditure of
£4.8 million on mainly plant and equipment and OXB France
acquisition of £3.9 million;
- Inventories have increased from £12.9
million to £16.6 million, partly driven by the addition of OXB
France and an increase in UK inventory in preparation for the H2
2024 activity;
- Trade and other receivables increased
from £24.7 million at the start of the year to £40.8 million mainly
as a result of higher levels of client activity and the addition of
OXB France.
- Trade and other payables have
increased from £17.8 million at the start of the year to £26.9
million due to the addition of OXB France and higher levels of
activity driving increased trade creditors to respond to increased
client activity;
- Contract liabilities decreased from
£26.1 million in 2023 to £24.0 million due to utilisation of batch
deposits invoiced in advance for the goods and services being
provided by the Group in the period;
- Provisions increased to £8.6
million, an increase of £0.1 million as a result of an increase in
the estimate of restoring the existing properties to their original
state;
- Lease liabilities decreased from
£72.9 million to £70.6 million due to the derecognition of the
lease liability on the Corporate office and lease payments made by
the Group during the period more than offsetting the additions as a
result of OXB France;
- The loan balance has increased by
the acquisition of a working capital loan in OXB France of £0.8
million and the dollar denominated loan has increased to £39.0
million ($50 million) due to foreign currency movements and
interest in the period; and
- Put option liability to acquire the
remaining 10% of OXB US that the Group doesn’t already own has
decreased from £9.3 million at 31 December 2023 to £2.8 million due
to a decrease in the value at which the option is expected to be
exercised and a reduction in the share ownership to 10%.
Financial outlook
Near-term outlookAs previously
communicated, revenues are expected to be second-half weighted,
with contracted client orders providing a high degree of
visibility. The Group reiterates revenue guidance for the full year
within the £126 million to £134 million range. OXB expects a low
double-digit Operating EBITDA loss for the full year 2024. As
previously communicated, 2024 Operating EBITDA includes a mid to
high single digit loss from OXB France, which was fully funded by
cash received from Institut Mérieux prior to completion of the
acquisition, as well as additional technical and operational hires
to support an increase in late-stage client activity expected in
2025. The Group's revenue backlog as at 31 August 2024 stood at
approximately £120 million, compared to £94 million at 31 December
2023. This is the amount of future revenue available to earn from
current orders. The contracted value of client orders signed during
2024 was approximately £94 million as at 31 August 2024. Capital
expenditure for 2024 is expected to be limited to maintenance capex
required as well as modest spend on certain key capital expenditure
projects, including transfer of the Group's lentiviral vector
capabilities into its US and France sites.
Financial metric
2024 guidance Revenue £126m to
£134m Operating EBITDA Low double-digit loss
Medium term
financial guidanceBuilding on its
leading position in lentiviral vectors, the Group aims to
ultimately have a market leading position in the viral vector
outsourced supply market across all key vector types. OXB
reiterates its medium-term financialguidance of a three-year
revenue CAGR in excess of 35% for 2023-2026, to be profitable on an
Operating EBITDA level in 2025, with Operating EBITDA margins in
excess of 20% by the end of 2026. Financial
metric Medium-term
guidance Revenue CAGR (2023-2026) >35% 2025
Operating EBITDA Profitable Operating EBITDA margins >20% by end
of 2026 Principal risks
and uncertaintiesRisk assessment
and evaluation is an integral and well-established part of the
Group’s management processes. The Group has continued to employ
mitigating actions during the first six months of the financial
year, each tailored to the specific risk in question. As such,
principal risks are not expected to change in respect of the second
six months of the financial year, and remain appropriate to the
Group. OXB continues to monitor going concern, as set-out on page
16 & 22, and the risk that OXB fails in the execution of its
new multi-vector multi-site "One OXB" strategy remain key risks.
The Group also remains alert to the continuing emerging risks
relating to cyber, legal, regulatory and compliance. As noted
above, OXB employs strategies to manage and mitigate these risks.
Details of the Group’s principal risks and uncertainties can be
found on pages 68 to 71 of the 2023 Annual Report and Accounts
which is available on the Group’s website at https://oxb.com/.
Commercialisation risks
- OXB fails in its strategy to become a
quality and innovation-led pure-play CDMO
- Failure of plans with collaborators
and clients
- Unable to keep up with rapid
technological change
- Failure to adapt to the move into a
new multi-vector multi-site business
Supply chain and
business execution
risks
- Failure of key third party
suppliers
- Bioprocessing failure due to batches
that do not meet the required specification
- Cyber-attacks and failures in IT
infrastructure and security
- Failure to attract, develop and
retain talented and capable workforce
Legal, regulatory
and compliance
risks
- Adverse outcomes of litigation and
governmental investigations
- Adverse outcomes of regulatory
inspections
- Infringement of intellectual
property
Economic and
financial risks
- Impacts of climate change
- Exposure to foreign currency
fluctuations
- Product liability claims
- On-going macroeconomic and
geopolitical events
Going concernThe financial
position of the Group, its cash flows and liquidity position are
described in the Financial Statements and notes to these financial
statements section of these accounts. The Group made a loss after
tax for the 6-month period ended 30 June 2024 of £36.4 million, and
consumed net cash flows from operating activities for the same
period of £39.2 million. The Group also:
- Closed the acquisition of ABL Europe
(renamed OXB France) in January 2024 which included €10 million of
post-completion cash funding from Institut Mérieux; and
- Ended the period with cash and cash
equivalents of £81.4 million.
In considering the basis of preparation of the H1 2024 Report and
half-year accounts, the Directors have prepared cash flow forecasts
for the period to 31 December 2025, being a period of at least 12
months from the date of approval of these financial statements. The
base case assumes trading in H2 2024 will be significantly stronger
than H1 2024 in line with the trading update made on 8 August, with
a gradual increase in revenues consistent with the +35% compound
annual growth rate target over the FY23 to FY26 period previously
given, driven by the conversion of the existing sales pipeline into
revenues, and new business achieved through growth in the market.
80% of 2024 base case forecasted revenues are covered by binding
purchase orders and rolling client forecasts which give a level of
confidence in the revenues forecast over the next 12 months.
Furthermore, the Group has proven its ability to continue to be
successful in winning new clients and building its brand as
demonstrated by successfully entering into new client agreements
with multiple new clients over the last 6 months. The Directors
have undertaken a rigorous assessment of the forecasts in the base
case scenario and assessed identified downside risks. A severe but
plausible downside scenario was modelled which includes:
- Commercial challenges leading to a
substantial manufacturing and development revenue downside
affecting both the LentiVector® platform and AAV businesses;
- No revenues from new clients;
- Decreases in forecasted existing
client milestones and removal of any future licence revenues; and
- The potential impacts of a downturn
in the biotechnology sector on the Group and its clients including
expected revenues from existing clients under long term
arrangements.
Under the severe but plausible downside scenario, revenues would be
15% below the forecast for 2024 and 48% below the forecast for
2025. The Group would continue to meet their existing loan
covenants until May 2025 without taking any mitigating actions.
However, in the event that revenues track towards the severe but
plausible downside scenario, the Group will take mitigating actions
by the end of Q4 2024 that include rationalisation of facilities
and rightsizing the workforce. The Group also has the ability to
control capital expenditure costs and lower other operational
spend, as necessary. Under both the base case and severe but
plausible downside scenario with mitigations, the Group has
sufficient cash resources to continue in operation for the period
to 31 December 2025. Taking account of the matters described above,
the Directors are confident that the Group has sufficient funds to
continue to meet their liabilities as they fall due for at least 12
months from the date of approval of the financial statements and
therefore have prepared the financial statements on a going concern
basis. Lucinda Crabtree Chief
Financial Officer Consolidated
Statement of
Comprehensive
Incomefor the
six months ended
30 June 2024
(Unaudited) Six
monthsended 30
June 2024 Six monthsended 30 June
2023 Notes £'000 £'000 Continuing
operations Revenue 4 50,806
43,061 Cost of sales (32,851) (21,122)
Gross profit
17,955 21,939 Research and development costs
(15,764) (31,417) Bioprocessing costs
(23,595) (30,314) Administration expenses
(14,073) (12,838) Other operating income
3,241 1,402 Gain on sale and leaseback
- 472 Change in fair value of available for sale
assets (2) 8 Operating
(loss) (32,238) (50,748) Finance
income 6 1,759 2,217 Finance costs 6
(5,257) (3,813) (Loss)
before tax
(35,736) (52,344) Taxation (663)
(317) (Loss) for
the period
(36,399) (52,661) Other
comprehensive income Foreign
currency translation differences (164) (4,640)
Other comprehensive
income (164) (4,640)
Total comprehensive
(expense) (36,563) (57,301)
(Loss) attributable
to: Owners of the Company
(32,485) (47,956) Non-controlling interest
(3,914) (4,705) (36,399) (52,661)
Total comprehensive
income attributable
to: Owners of the Company
(32,603) (51,349) Non-controlling interest
(3,960) (5,952) (36,563) (57,301)
Basic and Diluted (loss) per ordinary share
(30.88) (49.74) Consolidated Statement of
Financial PositionAs
at 30 June
2024 (Unaudited) 31 December
30 June 2024
2023 Notes £'000 £'000 Assets
Non-current assets Intangible
assets & goodwill 7 29,991 30,981 Property,
plant and equipment 8 71,596 75,692 Trade and
other receivables 10 4,506 4,340
106,093 111,013 Current
assets Inventories 9 16,569
12,872 Trade and other receivables 10 40,831
24,741 Deferred tax 69 - Cash and cash equivalents
11 81,409 103,716 138,878 141,329
Current liabilities Trade and
other payables 12 26,921 17,802 Provisions 14
208 747 Contract liabilities
23,995 21,598 Deferred income 440
514 Loans 15 557 - Lease liabilities 13
4,260 3,654 Put option liability 16
2,768 - 59,149 44,315 Net
current assets 79,729
97,014 Non-current liabilities
Provisions 14 8,421 7,710 Contract liabilities
- 4,494 Deferred income 691 837
Loans 15 39,183 38,534 Lease liabilities 13
66,307 69,270 Put option liability 16
- 9,348 114,602 130,193
Net assets
71,220 77,834 Equity
attributable to
owners of the
parent Ordinary shares 17 52,654
48,403 Share premium account 17 394,831 380,333
Other reserves 8,839 (1,812) Accumulated losses
(390,064) (352,918) Equity
attributable to
owners of the
Company 66,260 74,006
Non-controlling interest 4,960 3,828
Total equity
71,220 77,834 Consolidated Statement of
Cash Flows for
the six months
ended 30 June
2024 (Unaudited)
Six monthsended
30 June 2024 Six
monthsended 30 June 2023 Notes £’000 £’000
Cash flows from
operating activities Cash
consumed in operations 18 (39,199) (8,916) Tax
credit received - 3,502 Net cash used in
operating activities
(39,199) (5,414) Cash
flows from
investing activities Acquisition
of subsidiary, cash acquired 19 9,004 - Purchases
of property, plant and equipment 8 (4,813) (4,854)
Proceeds on disposal of property, plant and equipment 8
636 4,420 Interest received 2,459
2,217 Net cash generated
from investing
activities 7,286 1,783
Cash flows from
financing activities Proceeds
from issue of ordinary share capital 16,993 422
Interest paid 15 (2,037) (2,094) Payment of lease
liabilities 13 (2,514) (2,222) Payment of lease
liabilities interest 13 (2,476) (2,999) Loans paid
(183) - Net cash
generated / (used in) from
financing activities
9,783 (6,893) Net
decrease in cash
and cash
equivalents (22,130) (10,524)
Cash and cash equivalents at 1 January 103,716
141,285 Movement in foreign currency balances
(177) (1,331) Cash
and cash
equivalents at
30 June 81,409
129,430 Statement of
Changes in
Equity Attributable
to Owners of
the Parentfor
the six months
ended 30 June
2024 (Unaudited)
Reserves Ordinary shares
Share premium account Merger
Other Equity Translation
Accumulated losses Total
Non- controlling interest
Total equity Group Notes
£'000 £'000
£'000 £'000
£'000 £'000
£'000 £'000
£'000 At 1 January 2023 48,132 379,953 2,291
(35,003) 7,825 (198,545) 204,653 31,539 236,192 Loss for period - -
- - - (47,956) (47,956) (4,705) (52,661) Foreign currency
translation differences - - - - (3,393) - (3,393) (1,247) (4,640)
Other comprehensive
income - -
- - (3,393)
- (3,393)
(1,247) (4,640)
Total comprehensive
income for the
period - -
- - (3,393)
(47,956) (51,349)
(5,952) (57,301)
Transactions with
owners: Share options Proceeds from shares issued
128 294 - - - - 422 - 422 Value of employee services - - - - -
2,073 2,073 460 2,533 Total
contributions 128
294 - -
- 2,073 2,495
460 2,955
Changes in
ownership interests: - Put Option
revaluation - - - 16,310 - - 16,310 - 16,310 At
30 June 2023
48,260 380,247
2,291 (18,693)
4,432 (244,428)
172,109 26,047
198,156 Loss for period - - - - - (109,534)
(109,534) (21,967) (131,501) Foreign currency translation
differences - - - - (476) - (476) (191) (667)
Total comprehensive
income for the
period - - - - (476)
(109,534) (110,011)
(22,158) (132,168)
Transactions with
owners: Share options Proceeds from shares issued
143 86 - - - - 229 - 229 Value of employee services - - - - - 1,044
1,044 (61) 983 Total
contributions 143
86 - -
- 1,044 1,273
(61) 1,212
Changes in
ownership interests: - Put Option
revaluation - - - 10,634 - - 10,634 - 10,634 At
31 December 2023
48,403 380,333
2,291 (8,059)
3,956 (352,918)
74,006 3,828
77,834 Loss for period - - - - - (32,485) (32,485)
(3,914) (36,399) Foreign currency translation differences - - - -
(118) - (118) (46) (164) Total
comprehensive income
for the period -
- - - (118) (32,485)
(32,603) (3,960)
(36,562) Transactions
with owners: Share options
Proceeds from shares issued 4,251 14,498 4,126 - - - 22,875 -
22,875 Value of employee services - - - - - 416 416 15 431
Total contributions
4,251 14,498
4,126 - -
416 23,291 15
23,306 Changes
in ownership
interests: - Decrease in NCI interest (5,077)
(5,077) 5,077 - Put Option revaluation - - - 6,643 - - 6,643 -
6,643 At 30 June 2024 52,654
394,831 6,417
(1,416) 3,838
(390,064) 66,260
4,960 71,220
Notes to the
Financial Information
1 General
information and
basis of
preparationThis condensed set of financial
statements has been prepared in accordance with IAS 34 Interim
Financial Reporting as adopted for use in the UK, as well as the
Disclosure Guidance and Transparency Rules of the Financial Conduct
Authority. The annual financial statements of the Group are
prepared in accordance with UK-adopted international accounting
standards. As required by the Disclosure Guidance and Transparency
Rules of the Financial Conduct Authority, the condensed set of
financial statements has been prepared applying the accounting
policies and presentation that were applied in the preparation of
the Group’s published consolidated financial statementsfor the year
ended 31 December 2023. However, selected explanatory notes are
included to explain events and transactions that are significant to
an understanding of the changes in the Group’s financial position
and performance since the last annual financial statements. The
financial information set out above does not constitute the
Company’s Statutory Accounts. Statutory accounts for the year ended
31 December 2023 were approved by the Board of Directors and have
been delivered to the Registrar of Companies. The report of the
auditor (i) was unqualified, (ii) included no references to any
mattersto which the auditor drew attention by way of emphasis
without qualifying their report, and (iii) did not contain a
statement under section 498 (2) or (3) of the Companies Act 2006.
These interim financial statements have been prepared applying
consistent accounting policies to those applied by the Group in the
2023 Annual Report. These condensed consolidated interim financial
statements were approved by the Board of Directors on 23 September
2024. They have not been audited. Oxford Biomedica plc, the parent
company in the Group, is a public limited company incorporated and
domiciled in the UK and is listed on the London Stock Exchange. All
material related party transactions in the first six months of 2024
are described in note 23 of theseinterim financial statements.
There was no material change in related parties from those
described in the last annual report.
2 Going
concernThe financial position of the Group, its
cash flows and liquidity position are described in the Financial
Statements and notes to these financial statements section of these
accounts. The Group made a loss after tax for the 6-month period
ended 30 June 2024 of £36.4 million, and consumed net cash flows
from operating activities for the same period of £39.2 million. The
Group also:
- Closed the acquisition of ABL Europe
(renamed OXB France) in January 2024 which included €10 million of
post-completion cash funding from Institut Mérieux; and
- Ended the period with cash and cash
equivalents of £81.4 million.
In considering the basis of preparation of the H1 2024 Report and
half-year accounts, the Directors have prepared cash flow forecasts
for the period to 31 December 2025, being a period of at least 12
months from the date of approval of these financial statements. The
base case assumes trading in H2 2024 will be significantly stronger
than H1 2024 in line with the trading update made on 8 August, with
a gradual increase in revenues consistent with the +35% compound
annual growth rate target over the FY23 to FY26 period previously
given, driven by the conversion of the existing sales pipeline into
revenues, and new business achieved through growth in the market.
80% of 2024 base case forecasted revenues are covered by binding
purchase orders and rolling client forecasts which give a level of
confidence in the revenues forecast over the next 12 months.
Furthermore, the Group has proven its ability to continue to be
successful in winning new clients and building its brand as
demonstrated by successfully entering into new client agreements
with multiple new clients over the last 6 months. The Directors
have undertaken a rigorous assessment of the forecasts in the base
case scenario and assessed identified downside risks. A severe but
plausible downside scenario was modelled which includes:
- Commercial challenges leading to a
substantial manufacturing and development revenue downside
affecting both the LentiVector® platform and AAV businesses;
- No revenues from new clients;
- Decreases in forecasted existing
client milestones and removal of any future licence revenues; and
- The potential impacts of a downturn
in the biotechnology sector on the Group and its clients including
expected revenues from existing clients under long term
arrangements.
Under the severe but plausible downside scenario, revenues would be
15% below the forecast for 2024 and 48% below the forecast for
2025. The Group would continue to meet their existing loan
covenants until May 2025 without taking any mitigating actions.
However, in the event that revenues track towards the severe but
plausible downside scenario, the Group will take mitigating actions
by the end of Q4 2024 that include rationalisation of facilities
and rightsizing the workforce. The Group also has the ability to
control capital expenditure costs and lower other operational
spend, as necessary. Under both the base case and severe but
plausible downside scenario with mitigations, the Group has
sufficient cash resources to continue in operation for the period
to 31 December 2025. Taking account of the matters described above,
the Directors are confident that the Group has sufficient funds to
continue to meet their liabilities as they fall due for at least 12
months from the date of approval of the financial statements and
therefore have prepared the financial statements on a going concern
basis. 3 Accounting
policiesThe accounting policies, including the
classification of financial instruments, applied in these interim
financial statements are consistent with those of the annual
financial statements for the year ended 31 December 2023, as
described in those financial statements except for the new policies
detailed below: Business
combinations The Group accounts for business
combinations using the acquisition method when the acquired set of
activities and assets meets the definition of a business and
control is transferred to the Group. In determining whether a
particular set of activities and assets is a business, the Group
assesses whether the set of assets and activities acquired
includes, at a minimum, an input and substantive process and
whether the acquired set has the ability to produce outputs. The
consideration transferred in the acquisition is generally measured
at fair value, as are the identifiable net assets acquired. Any
goodwill that arises is tested annually for impairment. Any gain on
a bargain purchase is recognised in profit or loss immediately.
Transaction costs are expensed as incurred, except if related to
the issue of debt or equity securities. The consideration
transferred does not include amounts related to the settlement of
pre-existing relationships. Such amounts are generally recognised
in profit or loss. Judgements
Acquisition date
of OXB FranceThe
acquisition date of ABL Europe (renamed OXB France) has been deemed
to be 29 January 2024 and is the date that control passed to OXB.
This is due to multiple substantive conditions which existed in the
Sae and Purchase Agreement, which were not all fully completed
until this date. Impairment assessment of
OXB US Cash Generating Unit
(CGU)OXB US has been identified as a CGU (cash
generating unit) of the business. During 2023, an impairment
trigger was identified as it was assessed that the CGU did not meet
the original revenues forecasted as part of the acquisition and an
impairment assessment and adjustment was made at 31 December 2023.
The Group has performed an impairment indicator assessment of OXB
US as at 30 June 2024 and determined that there are no triggers
which indicate any further impairment and, as such, a full
impairment assessment is not required at 30 June 2024.
EstimationsThe key assumptions concerning the
future, and other key sources of estimation uncertainty at the
reporting date, that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within
the next financial year, are discussed below. The nature of
estimation means that actual outcomes could differ from those
estimates. Fair
value assumptions
on acquisition
of OXB FranceThe
estimations for the fair value of the Plant, Property and Equipment
has been made using a Depreciated Replacement Cost. This cost has
then been adjusted for economic obsolescence to determine the fair
value adjustments to the opening acquisition balance sheet, refer
to Note 19. Percentage of
completion of
bioprocessing batch
revenuesBioprocessing of clinical/commercial
product for clients is recognised on a percentage of completion
basis over time as the processes are carried out. Progress is
determined based on the achievement of verifiable stages of the
bioprocessing process. Revenues are recognised on a percentage of
completion basis and as such require judgement in terms of the
assessment of the correct stage of completion including the
expected costs of completion for that specific bioprocessing batch.
The value of the revenue recognised with regards to the
bioprocessing batches which remain in progress at period end is
£29.3 million. If the assessed percentageof completion was 10
percentage points higher or lower, revenue recognised in the period
would have been£3.9 million higher or £3.3 million lower.
Percentage of
completion of
fixed price
process development
revenuesAs it satisfies its performance
obligations the Group recognises revenue and the related contract
asset with regards to fixed price process development work
packages. Revenues are recognised on a percentage of completion
basis and as such require judgement in terms of the assessment of
the correct percentage of completion for that specific process
development work package. The value of the revenue recognised with
regards to the work packages which remain in progress at period end
is £18.3 million. If the assessed percentageof completion was 10
percentage points higher or lower, revenue recognised in the period
would have been£3.4 million higher or £3.8 million lower.
Provision for out of
specification bioprocessing
batchesBioprocessing of clinical/commercial
product for clients is recognised on a percentage of completion
basis over time as the processes are carried out. Progress is
determined based on the achievement of verifiable stages of the
process. As the Group has now been bioprocessing product across a
number of years, and also in a commercial capacity, the Group has
assessed the need to include an estimate of bioprocessed product
for which revenue has previously been recognised and which may be
reversed should the product go out of specification during the
remaining period over which the product is bioprocessed. In
calculating this estimate the Group has looked at historical rates
of out of specification batches across the last five years and has
applied the percentage of out of specification batchesto total
batches produced across the assessed period to the revenue
recognised on batches which have not yet completed the
bioprocessing process at period end. The Group makes specific
provisions for product batches where it is considered that the
average overall historical failure rate does not adequately cover
the perceived risk of revenue recognised on those specific batches
having to be subsequently reversed. This estimate, based on the
historical average percentage as well as certain specific
provisions, may be significantly higher or lower depending on the
number of bioprocessing batches actually going out of specification
in future. The estimate will increase or decrease based on the
number of bioprocessing batches undertaken, the percentage of
completion of those bioprocessing batches and the number of batches
which go out of specification over the assessment period.
Consequently, bioprocessing revenue of £2.8 million (31 December
2023: £1.1 million) has not been recognised during the six months
ended 30 June 2024 with the corresponding credit to contract
liabilities. This revenue will be recognised as the batches
complete bioprocessing. Amortisation
of intangibles
assets (developed
technology)The estimated useful life of developed
technology acquired by the Group is 15 years as the Group expects
the technology to generate cash flows for a total of 15 years. The
estimate of 15 years is based on management’s experience of the
time period over which the technology acquired as part of the
acquisition of OXB US will become fully obsolete. Over time as the
platform technology is improved, parts of the technology become
obsolete asthey are superseded by new technology until after 15
years the original technology is expected to have been fully
replaced by newer/improved technology. Following the impairment in
December 2023, if the estimated useful life of the assets had been
10 years, the estimated amortisation for the six months ended 30
June 2024 would be £0.4 million higher (2023: £1.8m); whilst, if
the estimated useful life of the assets had been 20 years, the
estimated amortisation for the six months ended 30 June 2024 would
be £0.4 million lower (H1 2023: £0.9m). Valuation
of put option
liabilityWhere a put option with non-controlling
shareholders exists on their equity interests, a liability for the
fair value of the exercise price of the option is recognised. On 10
March 2022, the Group recognised a put option liability to acquire
the remaining 20% of OXB US that it doesn’t already own, from
Homology (now Q32 Bio). As a result of refinancing of OXB US in H1
2024 Q32 Bio's ownership reduced to 10%. The option is subsequently
recognised at amortised cost taking account of adjustments to the
present value of the estimated future contractual cash flows. At 30
June 2024 the put option liability was adjusted to £2.8 million
(Dec 2023: £9.3m). The Group estimates the value of the put
liability using a Monte Carlo simulation which calculates the
expected future exercise value of the put option, taking into
consideration OXB US’ forecasted revenues over the period up until
the expected exercise date along with the expected volatility of
those revenues over that same period. The expected future exercise
value is then discounted to the present using a discount rate in
order to capture the counter party risk of the expected payment.
Key estimation uncertainty inputs which directly impact the
valuation of the put option liability are assessed to be:
- Revenues of OXB
US - the revenues of OXB US are based on the management approved
forecast up until the end of the option period. Should the forecast
change or the actual results vary this may impact the value of the
put option liability.
- Expected
volatility of revenues - should the expected volatility of OXB US’s
revenues vary, this may impact the value of the put option
liability.
- Discount rate - the discount rate
may be impacted by economic and market factors, as well as changes
to the risk free rate of return which impacts debt borrowing rates.
Should the discount rate calculated by management be adjusted, this
may impact the value of the put option. Management has calculated
the discount rate based on the risk free rate, the expected return
from similar companies and the Group’s cost of debt.
Fair value Put
option liability
Increase Decrease
30-Jun-24 £'000s
£'000s Revenues of Oxford Biomedica (US) LLC 20%
higher or lower 316 (633) Discount rate 2% lower or higher - 79
4 Segmental
analysis From December 2023, the composition of
the Senior Executive Team (SET) changed to align with the
transformation of the Company to a pure-play CDMO. The SET became
known as the Corporate Executive Team (CET) and became responsible
for the global management of the Company. In 2023 the SET monitored
the performance of the Group in two business segments:
- Platform – this segment consists of the revenue generating
bioprocessing and process development activities undertaken for
third parties. It also includes internal technology developments
and the costs involved in developing platform related intellectual
property;
- Product – this segment consists of
the clinical and preclinical development of in vivo and ex-vivo
gene and cell therapy products which are owned by the Group.
During 2023 the Group ceased its Product segment and has
concentrated solely on pure-play CDMO. As such, in 2024, the Group
considers there to only be one segment. Disaggregation
of revenueRevenue is disaggregated by the
type of revenue which is generated by the commercial arrangement.
Revenue shown in the table below is denominated in sterling and is
generated in the UK and US. For the six months ended 30 June
Platform Product
Total 2024 £'000
£'000 £'000 Bioprocessing/
Commercial development 46,859 - 46,859 Licence fees &
incentives 3,947 - 3,947 Total
50,806 - 50,806
Platform Product
Total 2023 £'000
£'000 £'000 Bioprocessing/
Commercial development 40,446 86 40,532 Licence fees &
incentives 2,529 - 2,529 Total
42,975 86 43,061
Revenue by
geographical location
Revenue by
client location
30 June 2024
30 June 2023
£'000 £'000 UK 4,677 1,292 United
States 31,932 29,460 Europe 14,197 12,309 Total
revenue 50,806
43,061 In the first half of 2024, 4 clients (H1
2023: 5) each generated more than 10% of the Group’s revenue.
5 Basic
earnings and
diluted earnings
per ordinary
shareThe basic loss per share of 30.88p (H1 2023:
49.74p) has been calculated by dividing the loss for the period
attributable to the owners of the company by the weighted average
number of shares in issue during the six months ended 30 June 2024,
being 105,194,129 (H1 2023: 96,521,209). As the Group made a loss
in the current and prior periods, there were no potentially
dilutive options therefore there is no difference between the basic
loss per ordinary share and the diluted loss per ordinary share.
6 Finance
Costs Six
monthsended 30
June 2024 Six
monthsended 30
June 2023 £'000
£'000 Finance income: Bank interest receivable
1,759 2,217 Total finance
income 1,759
2,217 Finance costs: Unwinding of discount in
provisions (319) (225) (Loss)/gain on foreign exchange (358) 1,672
Interest payable on loan (2,264) (2,261) Interest payable on
finance leases (2,316) (2,999) Total
finance costs
(5,257) (3,813)
Net finance
costs (3,498)
(1,596) 7 Intangible
assets & goodwill Goodwill
Developedtechnology
Patents Total Note
£’000 £’000
£’000 £’000 Cost
At 1 January 2024 628 105,889 1,811 108,328 Effects of movements in
exchange rates - 819 - 819 At 30
June 2024 628
106,708 1,811
109,147 Amortisation and
impairment At 1 January 2024 628 74,914 1,805
77,347 Charge for the period - 1,304 - 1,304 Effects of movements
in exchange rates - 505 - 505 At
30 June 2024
628 76,723 1,805
79,156 Net book
amount at 30
June 2024 -
29,985 6 29,991
Net book amount
at 31 December
2023 - 30,975 6 30,981 The Cash-generating unit
(CGU) identified is the manufacturing and process development
operation of OXB US located at the Bedford, Massachusetts site in
the United States. The Group has completed an assessment and
determined that there are no indicators of impairment identified
and as such further impairment of OXB US is not required at 30 June
2024. Due to a tax deduction not being available on a portion of
the developed technology intangible asset, there isa deferred tax
liability of £2.1 million at June 2024. £7.3 million was recognised
at the acquisition date, reduced to £2.2 million after the December
2023 impairment, with the liability expected to unwind in line with
the 15 year useful life of the developed technology intangible
asset. 8 Property,
plant &
equipment Office equipment
Bio-
processingand
Freeholdproperty
LeaseholdImprovements
andcomputers
Laboratoryequipment
Right-of-use
assets Total
£’000 £’000
£’000 £’000
£’000 £’000 Cost
At 1 January 2024 - 61,063 10,371 54,960 50,766 177,160 Additions
at cost - 229 143 4,440 - 4,812 Acquisitions throughbusiness
combinations 1,414 - 205 686 1,545 3,850 Disposals - (407) (121)
(152) (1,131) (1,811) Change in Estimate - - - - (747) (747)
Effects of movements inexchange rates (14) 203 (4) 54 183 422
At 30 June
2024 1,400
61,088 10,594
59,988 50,616
183,686 Depreciation
& Impairment At 1 January
2024 - 33,901 8,182 34,982 24,403 101,468 Impairment - - - - 178
178 Charge for the period 155 3,123 722 4,487 1,691 10,178 Effects
of movements inexchange rates (2) 148 6 77 94 323 Disposals - - 0
(57) - (57) At 30
June 2024 153
37,172 8,910
39,489 26,366
112,090 Net book
amount at30
June 2024 1,247
23,916 1,684
20,499 24,250
71,596
9 Inventory
30 June 2024
31 Dec 23 £'000
£'000 Raw materials 16,569 12,872
Total Inventory
16,569 12,872 Inventories constitute raw materials
held for bioprocessing, research and development purposes. During
2024 the Group wrote down £1,188,000 (2023: £781,000) of inventory
which is not expected to be used in production or sold onwards.
10 Trade
and other
receivables 30
June 2024 31 Dec
23 Current £'000
£'000 Trade receivables 14,829
8,114 Contract assets 10,834 5,228 Other
receivables 1,487 2,081 Other tax receivable
9,342 4,962 Prepayments 4,339
4,356 Total trade
and other
receivables 40,831 24,741
Non-current trade and other receivables constitute other
receivables of £4,506,000 (Dec 23: £4,340,000) which are deposits
held in escrow as part of the Oxbox and Patriot’s Park lease
arrangements. 11 Cash and
cash equivalents 30
June 2024 31 Dec
23 £'000 £'000
Cash at bank and in hand 81,409 103,716 Cash and
cash equivalents includes £1.5 million in relation to improvement
works at Harrow House agreed under the sale and leaseback
arrangement. 12 Trade
and other
payables 30 June
2024 31 Dec 23
£'000 £'000 Trade payables
13,007 6,052 Other taxation and social security
1,969 1,478 Accruals 11,945
10,272 Total Trade
and other
payables 26,921 17,802
13 LeasesThe
Group leases many assets including Property. Information about
leases for which the Group is a lessee is presented below:
Right-of-use assets
Property Cars IT
Total £'000
£'000 £'000
£'000 Balance at 1 January 2024 26,363 - - 26,363
Acquisitions 1,430 60 54 1,544 Disposals (1,131) - - (1,131)
Impairment of assets (178) - - (178) Change in estimate (747) - -
(747) Depreciation charge for the period (1,674) (10) (7) (1,691)
Effects of movements in exchange rates 90 - - 90
Balance at 30
June 2024 24,153
50 47 24,250
Lease liabilities
30 June 2024
£'000 Maturity
analysis -
contractual undiscounted
cash flows Less than one year
9,798 One to five years 41,855 Six to ten years 39,384 More than
ten years 17,262 Total
undiscounted cash
flows 108,299 30
June 2024 £'000
Lease liabilities
included in the
Statement of
Financial Position Current 4,260
Non-current 66,307 Total lease
liabilities at
30 June 2024
70,567 30 June
2024 £'000
Amounts recognised
in statement of
comprehensive income Interest on
lease liabilities 2,264 Expense relating to short-term leases 224
30 June 2024
£'000 Amounts
recognised in
the statement of
cash flows Total cash outflow for
leases 4,990
14 Provisions
The dilapidations provisions relate to the anticipated costs of
restoring the leasehold Oxbox, Yarnton, Wallingford Warehouse,
Windrush Court and Harrow House properties to their original
condition at the end of the lease terms ending between 2024 and
2037 respectively. The future anticipated costs of restoring the
properties are calculated by inflating the current expected
restoration costs using the 3 year historic UK Consumer Price
Inflation rate, up to the end of the lease term.
15 Loans
30 June 2024
31-Dec-23 £'000
£'000 At 1 January 38,534 39,780 Acquired through
business combination 757 - Interest accrued 2,265 4,570 Interest
paid (2,037) (4,136) Foreign exchange movement 245 (2,003)
Amortised fees 159 323 Loan repayment (183) - At reporting
period end 39,740
38,534 The Oaktree facility, expiring October
2026, was secured by a pledge over substantially all of the Group’s
assets. The terms include financial covenants including holding a
minimum of US$20 million cash at all times, restrictions on the
level of indebtedness the Group may enter into or distributions
made by the Group. As part of the Oaktree loan facility, the
Company also has access to draw down a further US$25 million from
Oaktree to fund certain permitted acquisitions, subject to the same
commercial conditions as the amended facility and available for a
three-year period. If this were to be exercised, it would be
assessed against meeting the substantial modification requirements
under IFRS 9. 16 Put
option liability 30
June 2024
31-Dec-23 £'000
£'000 At 1 January 9,348 38,182 Revaluation
(6,580) (28,834) At reporting period
end 2,768 9,348 In June 2024, the
Group increased its ownership by a further 10% to 90% of OXB US, as
a result the put option liability to acquire the remaining 10% has
been revalued.
17 Share
capital and
Share premiumAt 31 December 2023
and 30 June 2024 Oxford Biomedica had an issued share capital of
96,804,353 and 105,304,986 ordinary 50 pence shares
respectively.150,152 shares were created as a result of the
exercise of options by employees during the period. Between January
and June 2024, the Group issued 8,350,481 new ordinary shares to
Institut Mérieux.
18 Cash
flows from
operating activities
Six monthsended
30 June 2024
Six monthsended
30 June 2023
£'000 £'000
Continuing operations Loss before
tax (35,736) (52,344) Adjustment for: Depreciation
10,178 11,208 Amortisation of intangible assets
1,304 3,627 Loss on disposal of property, plant
and equipment - 29 Gain on sale and leaseback - (472) Net finance
costs 3,498 1,596 Charge in relation to employee
share schemes 431 2,532 Negative goodwill on
acquisition (1,721) - Other non-cash losses /
(gains) 57 (8) Changes in working capital, net of
effects from purchase of controlled subsidiary: (Increase)/
decrease in contract assets and trade and other receivables
(13,126) 23,991 Decrease/ (increase) in trade and
other payables 2,905 (6,536) (Increase)/ decrease
in contract liabilities (6,185) 8,374 Decrease in
provisions - 4 (Increase) in inventory
(804) (917) Net cash used in
operations (39,199)
(8,916)
19 Acquisition
of subsidiaryOn 29 January 2024, the
Group acquired 100% of the shares and voting interests in ABL
Europe, now renamed OXB France. As a result, the Group’s equity
interest granted it control of OXB France. The acquisition
significantly enhances the Group's capacity to meet growing client
demand. This move has transformed the Group's operational
footprint, which now spans three key regions: UK, US and France.
The acquisition further solidifies OXB's position as a
world-leading quality and innovation-led CDMO in the cell and gene
therapy field. The Group's capabilities have expanded
significantly, complementing its established expertise in
Adenovirus,Lentiviral vectors and AAV with OXB France's advanced
capabilities in Pox viruses, including MVA and Vaccinia. Included
in the identifiable assets and liabilities acquired at the date of
acquisition are inputs, production processes and an organised
workforce. The Group has determined that together the acquired
inputs and processes contribute to the ability to create revenue.
The Group has concluded that the acquired inputs and processes
constitute a business.
a. Consideration
transferredOn acquisition date the fair value of the shares in OXB
plc was 180.6p, this represents the fair value of the consideration
under IFRS 3. 3,149 million shares were issued giving a
consideration of £5.7 million. Consideration
transferred: 30
June 2024 £'000
Fair value of shares in OXB issued to Institut Mérieux 5,700
Total consideration
transferred 5,700
b. Acquisition
related expensesThe Group incurred acquisition related legal and
due diligence expenses of £1.5 million which is included in
Administrative expenses.
c. Identifiable
assets acquired and liabilities assumed
Identifiable assets
acquired and
liabilities assumed:
Acquired
netassets Fair
value adj Fair
valueof net
assets £'000
£'000 £'000 Property plant and
equipment 8,018 (4,168) 3,850 Intangible assets 832 (832) - Long
term receivables 191 191 Inventory 2,894 - 2,894 Cash and cash
equivalents 9,004 - 9,004 Prepayments and accrued income 2,145 -
2,145 Trade and other receivables 1,384 - 1,384 Lease liabilities
(1,548) - (1,548) Payroll and other taxes (2,568) - (2,568) Other
liabilities (7,931) - (7,931) Total
identifiable net
assets acquired:
12,421 (5,000)
7,421
d. GoodwillThe
acquisition of ABL Europe (renamed OXB France) increases access to
EU-based clients and broadens the Group's international
development, manufacturing and testing presence, whilst increasing
its capacity in process and analytical development and early stage
manufacturing. Conversely, the vendors have been able to dispose of
a business that was not profitable for them. As a result of the
mutual benefits of the transaction, the fair value of the net
assets acquired is in excess of the fair value of the shares
transferred as consideration which has created a negative goodwill.
Negative goodwill arising from the acquisition has been recognised
through the profit and loss in other operating income as follows:
Goodwill Acquired
netassets £'000
Consideration transferred 5,700 Fair value of identifiable assets
7,421 Negative goodwill
(1,721)
e. Impact of
acquisitionDuring the period ended 30 June 2024, the acquisition
has contributed £5.7 million revenue and pre-tax loss of£4.4
million. Had the acquisition taken place on 1 Jan 2024, then the
revenue contributed in the period would have been £0.7 million more
and a further £0.9 million loss.
f. Acquired
receivablesThe fair value of trade and other receivables is
£1,384,000 and includes trade receivables with a fair value
of£1,384,000. The gross contractual amount for trade receivables
due is equal to the fair value.
20 Non-controlling
interest (“NCI”)The following table
summarises the information relating to the Group’s subsidiary that
has material NCI: 31 December
30 June 2024
2023 £'000 £'000
NCI percentage 10% 20% Non-current assets 64,329 50,282 Current
assets 22,076 11,813 Non-current liabilities - (22,479) Current
liabilities (36,802) (20,477) Net
assets 49,603
19,139 Net
assets attributable
to NCI 4,960
3,828 Revenue
779 26,813 Loss (19,569)
(133,361) OCI (228) (7,190) Total
comprehensive income
(19,797) (140,551) Profit
allocated to NCI (3,914)
(26,672) OCI allocated to
NCI (46) (1,438)
Cash flows from operating activities (4,432) (15,105) Cash flows
from investment activities (3,704) 3,077 Cash flow from financing
activities (dividends to NCI: nil) 21,906 (3,717)
Net increase in
cash and cash
equivalents 13,770
(15,745)
21 Acquisition of
Non-controlling interestOn 26 June 2024,
the Group acquired an additional 10% interest in OXB US from Q32
Bio (which had acquired Homology in March 2024) for $63 million,
increasing its ownership from 80% to 90%, with Q32 Bio holding the
remaining 10%. The carrying amount of OXB US NCI's net assets in
the Group’s consolidated financial statements on the date of the
increase in ownership was (£0.1 million). 30
June 2024 £'000
Carrying amount of NCI acquired 5,077 Consideration paid to NCI -
Increase in
equity attributable
to owners of
the Company
5,077 The increase in equity attributable to
owners of the Company comprised solely an increase to retained
earnings. 22 Capital
commitmentsAt 30 June 2024, the Group had
commitments of £603,000 for capital expenditure for leasehold
improvements, plant and equipment not provided in the financial
statements (Dec 2023 £3,476,000).
23 Related
party transactions
Transactions Balance
outstanding June
24 June 23
June 24 June
23 £'000 £'000 £'000 £'000 Sales
of goods and
services Q32 (2023: Homology) -
12,872 - 7,777 Purchase
of services Q32 (2023: Homology)
- 384 - 22 Other
Q32 (2023: Homology) - rental income 294 1,070
271 572 All outstanding balances with related
parties are to be settled in cash within six months of the
reporting date. None of the balances are secured. There are no
related party transactions in the period with Institut Mérieux.
24 Statement of
Directors’ responsibilitiesThe Directors
of Oxford Biomedica plc are set out on page 36 of this report. We
confirm that to the best of our knowledge:
- the condensed set of financial
statements has been prepared in accordance with IAS 34 Interim
Financial Reporting as adopted for use in the UK.
- the interim management report
includes a fair review of the information required by:
- DTR 4.2.7R of the Disclosure Guidance
and Transparency Rules, being an indication of important events
that have occurred during the first six months of the financial
year and their impact on the condensed set of financial statements;
and a description of the principal risks and uncertainties for the
remaining six months of the year; and
- DTR 4.2.8R of the Disclosure
Guidance and Transparency Rules, being related party transactions
that have taken place in the first six months of the current
financial year and that have materially affected the financial
position or performance of the entity during that period; and any
changes in the related party transactions described in the last
annual report that could do so.
By order of the Board Frank
MathiasCEO23 September 2024 Independent
review report to Oxford Biomedica plcReport on the
condensed consolidated interim financial statements
Our conclusionWe have reviewed Oxford Biomedica
plc’s condensed consolidated interim financial statements (the
“interim financial statements”) in the Press Release of Oxford
Biomedica plc for the 6 month period ended 30 June 2024
(the “period”).Based on our review, nothing has come to our
attention that causes us to believe that the interim financial
statements are not prepared, in all material respects, in
accordance with UK adopted International Accounting Standard 34,
'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom’s Financial
Conduct Authority.The interim financial statements comprise:
- the
Consolidated Statement of Financial Position as at
30 June 2024;
- the
Consolidated Statement of Comprehensive Income for the period then
ended;
- the
Consolidated Statement of Cash Flows for the period then
ended;
- the Statement
of Changes in Equity Attributable to Owners of the Parent for the
period then ended; and
- the explanatory
notes to the interim financial statements.
The interim financial statements included in the Press Release of
Oxford Biomedica plc have been prepared in accordance with UK
adopted International Accounting Standard 34, 'Interim Financial
Reporting' and the Disclosure Guidance and Transparency Rules
sourcebook of the United Kingdom’s Financial Conduct
Authority.Basis for conclusionWe conducted our
review in accordance with International Standard on Review
Engagements (UK) 2410, ‘Review of Interim Financial Information
Performed by the Independent Auditor of the Entity’ issued by the
Financial Reporting Council for use in the United Kingdom (“ISRE
(UK) 2410”). A review of interim financial information consists of
making enquiries, primarily of persons responsible for financial
and accounting matters, and applying analytical and other review
procedures.A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing
(UK) and, consequently, does not enable us to obtain assurance that
we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit
opinion.We have read the other information contained in the Press
Release and considered whether it contains any apparent
misstatements or material inconsistencies with the information in
the interim financial statements.Conclusions relating to
going concernBased on our review procedures, which are
less extensive than those performed in an audit as described in the
Basis for conclusion section of this report, nothing has come to
our attention to suggest that the directors have inappropriately
adopted the going concern basis of accounting or that the directors
have identified material uncertainties relating to going concern
that are not appropriately disclosed. This conclusion is based on
the review procedures performed in accordance with ISRE (UK) 2410.
However, future events or conditions may cause the group to cease
to continue as a going concern.Responsibilities for the
interim financial statements and the reviewOur
responsibilities and those of the directors The Press
Release, including the interim financial statements, is the
responsibility of, and has been approved by the directors. The
directors are responsible for preparing the Press Release in
accordance with the Disclosure Guidance and Transparency Rules
sourcebook of the United Kingdom’s Financial Conduct Authority. In
preparing the Press Release, including the interim financial
statements, the directors are responsible for assessing the group’s
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the
group or to cease operations, or have no realistic alternative but
to do so.Our responsibility is to express a conclusion on the
interim financial statements in the Press Release based on our
review. Our conclusion, including our Conclusions relating to going
concern, is based on procedures that are less extensive than audit
procedures, as described in the Basis for conclusion paragraph of
this report. This report, including the conclusion, has been
prepared for and only for the company for the purpose of complying
with the Disclosure Guidance and Transparency Rules sourcebook of
the United Kingdom’s Financial Conduct Authority and for no other
purpose. We do not, in giving this conclusion, accept or assume
responsibility for any other purpose or to any other person to whom
this report is shown or into whose hands it may come save where
expressly agreed by our prior consent in writing.
PricewaterhouseCoopers LLPChartered
AccountantsReading23 September 2024
Shareholder information
DirectorsDr. Roch Doliveux (Chair)Dr. Frank
Mathias (Chief Executive Officer)Stuart Henderson (Vice
Chair)Professor Dame Kay Davies (Senior Independent
Director)Laurence Espinasse(Non-Executive Director from 24 July
2024)Robert Ghenchev(Non-Executive Director)Namrata P.
Patel(Independent Non-Executive Director)Leone
Patterson(Independent Non-Executive Director)Stuart Paynter(Chief
Financial Officer till 2 September 2024)Dr. Lucinda Crabtree(Chief
Financial Officer from 2 September 2024)Dr. Heather
Preston(Independent Non-Executive Director)Peter
Soelkner(Independent Non-Executive Director from 15 March 2024)
Joint Corporate
Broker RBC Europe Limited 100 Bishopsgate London
EC2N 4AAFinancial adviser
and Joint
Corporate BrokerJ.P. Morgan
Securities plc 25 Bank StreetCanary Wharf LondonE14
5JPFinancial and
Corporate CommunicationsICR
Consilium 85 Gresham StLondon EC2V 7NQRegistered
Independent
AuditorsPricewaterhouseCoopers LLP 3 Forbury
place23 Forbury Road ReadingRG1
3JHSolicitorCovington & Burling LLP 22
BishopsgateLondon EC2N 4BQRegistrars Link Group
10th Floor Central Square29 Wellington Street Leeds LS1
4DLCompany Secretary
and Registered
OfficeNatalie Walter Windrush Court Transport Way
Oxford OX4 6LTTel: +44 (0) 1865 783 000Fax: +44 (0) 1865 783
001enquiries@oxb.com www.oxb.com
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