Interim Results

RNS Number : 8424Y
Angle PLC
30 January 2014
 



 

For Immediate Release
30 January 2014

 

 

ANGLE plc

("ANGLE" or "the Company")

 

Interim Results for the six months ended 31 October 2013

 

PARSORTIX DEVELOPMENT COMPLETED AND CE MARK AWARDED

 

 

ANGLE plc (AIM: AGL), the specialist medtech company, today announces unaudited interim results for the six months ended 31 October 2013.

 

Highlights in the year to date

 

·     Balance sheet and specialist medtech focus strengthened by sale of Geomerics in December 2013 to ARM Holdings plc for up to £6.2 million in cash with £5.5 million already received
 
·    Product development completed for the Parsortix system for both research and clinical use
 
·     CE Mark authorisation secured for the Parsortix cell separation system for use as an in vitro diagnostic device in the European Union in the treatment of patients

 

·     University of Surrey Oncology Group completed its validation of Parsortix technology, using colorectal cancer cells.  The Parsortix system demonstrated twice the sensitivity of currently accepted clinical practice for CTC capture

 

·     Cancer Research UK's Paterson Institute for Cancer Research identified key clinical advantages for the Parsortix system and has included Parsortix in its ongoing efforts to deliver personalised medicine

 

·     Specialist, larger scale manufacturer appointed to manufacture the Parsortix system with the necessary quality systems and capacity to support roll out into the market
 
·     Partnership with the Medical Research Council's Cancer Unit at the University of Cambridge to establish a Cambridge Parsortix Laboratory

 

·     Appointment as a Scientific Adviser of Dr Harold Swerdlow, a world-leading expert in next generation sequencing (NGS) and Head of R&D at the Wellcome Trust Sanger Institute

 

·     Loss for the half year of £0.5 million (H1 2013: loss £0.4 million)

 

·     Cash balance at 31 October 2013 of £0.4 million (30 April 2013: £1.8 million).  Cash position subsequently strengthened with the sale of Geomerics

 

 

Garth Selvey, Chairman, commented:

 

"Now that CE Marking has been successfully completed, ANGLE is focused on establishing the necessary platform to support widespread market adoption of the Parsortix system.  To achieve this, ANGLE is working to establish the use of Parsortix in clinical practice through identifying key clinical applications with medical utility, securing clinical data that demonstrates the medical utility of those applications in patient trials, and obtaining key opinion leader support for the adoption of Parsortix in the routine medical care of cancer patients."

  

 

Details of analyst meeting and webcast

 

A meeting for analysts will be held at 10:00am on the morning of the results at the offices of Buchanan, 107 Cheapside, London EC2V 6DN. Please contact Buchanan on 020 7466 5000 for details.

 

There will be a live webcast of the analyst meeting. To listen to the webcast, please log on to the following web address approximately 5 minutes before 10.00am on the day of the results:

http://mediaserve.buchanan.uk.com/2014/angle300114/registration.asp

 

 

 

 

 

For further information:

 

ANGLE plc

01483 685830

Andrew Newland, Chief Executive

Ian Griffiths, Finance Director

 


Cenkos Securities

Stephen Keys, Christopher Golden (Nominated adviser)

Andy Roberts, Christian Hobart (Sales)

 

020 7397 8900

Buchanan

Mark Court, Fiona Henson, Sophie Cowles     

 

020 7466 5000



 

These Interim Results may contain forward-looking statements. These statements reflect the Board's current view, are subject to a number of material risks and uncertainties and could change in the future. Factors that could cause or contribute to such changes include, but are not limited to, the general economic climate and market conditions, as well as specific factors relating to the financial or commercial prospects or performance of the Group's products.

 

 



CHAIRMAN'S STATEMENT

 

Introduction

 

In the first six months of the year, ANGLE made extensive progress on product development and the deployment of the Parsortix system with key opinion leaders for research use. Considerable effort also went into supporting Geomerics through to its successful disposal, which was completed shortly after the period end.

 

Results

 

The loss for the half year was £0.5 million (H1 2013: loss £0.4 million), reflecting the planned increased level of investment in Parsortix and a fair value gain on the investment in Geomerics.

 

Investment, principally relating to Parsortix, increased to £1.1 million (H1 2013: £0.8 million).  This comprised operating costs of £0.8 million (H1 2013: £0.2 million) and capitalised expenditure of £0.3 million (H1 2013: £0.6 million).

 

The cash balance was £0.4 million at 31 October 2013 (30 April 2013: £1.8 million).     

 

Sale of Geomerics

 

After the half year end, ANGLE's investment in Geomerics was sold for a cash consideration of up to £6.2 million to ARM Holdings, the world's leading semiconductor intellectual property supplier. £5.5 million was received on 13 December 2013 and the balance of £0.7 million is being held as a retention, receivable on 12 December 2015.

 

Business development

 

ANGLE completed development of the automated cell harvesting capability for its Parsortix non-invasive cancer diagnostic system during the half year.

 

This major development enables the Parsortix system to harvest very rare circulating tumour cells (CTCs) in cancer patient blood for DNA and other analysis.  The resulting "liquid biopsy" means that the Parsortix system has the potential through a simple blood test to address a major new market for personalised cancer treatment. 

 

During the half year, the Company's research partners reported positively on their work with the Parsortix system. 

 

The University of Surrey Oncology Group completed their validation of Parsortix technology, using colorectal cancer cells. The Parsortix system demonstrated twice the sensitivity of currently accepted clinical practice for CTC capture.

 

Cancer Research UK's Paterson Institute for Cancer Research reported key clinical advantages for the Parsortix system and has included Parsortix in its ongoing efforts to deliver personalised medicine.  
 
Also during the half year, substantial work was undertaken towards securing regulatory authorisation for clinical sales in the European Union (CE Mark) by the end of 2013 and in the United States through the FDA's 510(k) procedure in 2014. 
 
We are delighted that, since the half year end, ANGLE has secured the CE Mark for the use of the Parsortix cell separation system as an in vitro diagnostic device in the European Union.

 

Achievement of this key milestone confirms that the clinical use of the Parsortix system, the Parsorter PC1, meets the Essential Requirements of the European Union In Vitro Device Directive (98/79/EC), a pre-requisite for the product's use in clinical applications (i.e. with patients) throughout Europe.

 

ANGLE is preparing an FDA 510(k) submission for clinical use of the Parsortix system in the United States. This builds on the work completed for the CE Mark and is on track for submission to the FDA by the end of Q1 2014.   Our aim is to secure FDA regulatory authorisation by the end of Q3 2014 but the timing is dependent on the FDA's response to our submission.

 

Manufacturing

 

During the half year, a specialist, larger scale manufacturer was appointed to manufacture the Parsortix system for research use (Parsorter PR1) and for clinical use (Parsorter PC1) with the necessary quality systems and capacity to support the roll out into the research and clinical markets. 

 

Medical Research Council Partnership 

 

Since the half year end, ANGLE has entered into an agreement with the Medical Research Council's Cancer Unit at the University of Cambridge to establish a Cambridge Parsortix Laboratory.  The MRC Cancer Unit is one of ANGLE's key opinion leaders and has had access to a Parsortix system since June 2013. The establishment of the Cambridge Parsortix Laboratory will allow the MRC Cancer Unit research team, and the wider scientific community at the University of Cambridge and Addenbrooke's hospital, to have improved access to the Parsortix system. It is an important recognition of the Parsortix system that the MRC Cancer Unit has decided to invest in establishing a stand-alone Parsortix Laboratory within its facility.

 

Sales platform

 

ANGLE is working to develop the sales platform needed to establish the Parsortix system in the very large clinical market, which is emerging as medical research is undertaken utilising CTCs to determine improved cancer patient treatment.

  

Now that the CE Mark is in place, ANGLE's sales priority is establishing the use of Parsortix in clinical practice (i.e. patient treatment).  The steps involved are:

 

·     Working with cancer research centres to identify clinical applications using the Parsortix system, which have a direct benefit on patient treatment;

 

·     Securing positive clinical data, in cooperation with cancer research centres, demonstrating the medical utility of those applications in patient trials; and

 

·     Obtaining key opinion leader support for the adoption of Parsortix in the routine medical care of cancer patients. 

 

We have made considerable progress in developing relationships with third party groups in pursuit of these objectives.

 

Twenty one of the Parsortix PR1 systems have so far been deployed.  Seven systems are in ANGLE's internal use, two are with our development partners and twelve have been deployed with key cancer groups. 

 

Of the twelve Parsortix systems deployed with key cancer groups, five are with our research partners, Cancer Research UK's Paterson Institute for Cancer Research and the University of Surrey Oncology Group.  The remaining seven are deployed with seven different third parties, comprising three leading cancer research centres in London, Cambridge and Germany, three leading hospitals in London and Oxford and one with a diagnostic company.

 

Our priority has been the deployment of machines with key cancer groups to support the future use of the Parsortix system in the multi-billion pound clinical market.  Now that progress has been made in this area, we intend to begin deployment of systems in support of research sales.  We expect sales revenues to take time to develop and be modest initially. 

 

As we establish each clinical application supported by proven clinical data and key opinion leaders, we would expect sustained revenue growth for that application.  We intend to amplify this growth by developing key relationships with major medtech companies and pharmaceutical companies over the same timeframe.  

 

Scientific Advisers

 

Since the half year end, a third Scientific Adviser has been appointed to help guide the Parsortix non-invasive cancer diagnostic technology to market.

 

Dr Harold Swerdlow is a world-leading expert in next-generation sequencing (NGS).  He is currently Head of Research and Development for the Wellcome Trust Sanger Institute, formerly the Sanger Centre. Previously, Dr Swerdlow invented core technology relating to NGS and commercialised this at Solexa Ltd., a company which he joined when it had only three employees.  Dr Swerdlow led the launch of Solexa's first product.  Following its NASDAQ listing, Solexa was acquired by Illumina for US$600 million.

 

At Wellcome Trust, Dr Swerdlow directs all next-generation DNA sequencing activities and runs the R&D department, which is primarily focussed on novel sample preparation methodologies for next-generation sequencing.

 

Next-generation sequencing (NGS) is becoming the premier technique in genetic and genomic analysis.  We believe that NGS is a core analytical technology, which will be fundamental to personalised cancer treatment in the future. Aligning the Parsortix cell-capture technology with NGS is a key commercial objective.

 

Outlook

 

Now that CE Marking has been successfully completed, ANGLE is focused on establishing the necessary platform to support widespread market adoption of the Parsortix system.  To achieve this, ANGLE is working to establish the use of Parsortix in clinical practice through identifying key clinical applications with medical utility, securing clinical data that demonstrates the medical utility of those applications in patient trials and obtaining key opinion leader support for the adoption of Parsortix in the routine medical care of cancer patients. 

 

 

 

 

 

Garth Selvey

Chairman

29 January 2014



 

OPERATIONS SUMMARY

 

Introduction

 

ANGLE continues to make strong progress with the commercialisation of its Parsortix system.  Development work is complete for the PR1 and PC1 machines for use in the research and clinical markets respectively.

 

ANGLE is now focused on gathering the key data and key opinion leader support needed to establish the Parsortix non-invasive cancer diagnostic system in the market.

 

Parsortix cell separation

 

ANGLE's ultimate objective is the widespread adoption of the Parsortix system in the diagnosis and treatment of cancer patients. According to the World Health Organisation, there were 14 million new cancer cases worldwide in 2012, a marked rise on the 12.7 million cases in 2008.  We estimate that this represents a potential global market for ANGLE's Parsortix system worth in excess of £8 billion per annum.

 

CE Mark authorisation of the Parsortix system for clinical use throughout Europe, secured in December 2013, is a major step forward as it enables ANGLE to drive commercialisation of the system on three fronts:

 

1)  Expansion of the market from the existing research use market to the much larger clinical use market 

 

As evidence of the medical utility of CTC analysis is developed, ANGLE will have a product that can be sold eventually for use in the routine treatment of cancer patients throughout the whole of Europe.   

 

2)  Engagement with major medtech companies to combine the Parsortix system with their molecular analysis platforms

 

ANGLE is working on demonstrating the compatibility of the Parsortix CTC harvesting capability with the established molecular analysis platforms deployed by some of the world's largest medtech companies.  The aim is that CTCs harvested from patient blood by the Parsortix system (the "liquid biopsy") are able to be analysed for mutations and other important medical information on the medtech companies' existing platforms thereby greatly expanding their market application. Following CE mark authorisation, ANGLE can progress discussions with these medtech companies for the combination of the Parsortix system with their platforms. 

 

3)  Engagement with major pharmaceutical companies to use the Parsortix system 

 

Pharmaceutical companies are under increasing pressure to demonstrate the medical benefit of their new cancer drugs for individual patients.  Now that ANGLE has achieved CE Mark authorisation for the Parsortix system, ANGLE can progress discussions with major pharma companies to utilise the Parsortix system in their extensive clinical trials programmes. Subsequently, Parsortix could be approved as a companion diagnostic test to be used first to determine whether the drug is suited to the patient's cancer, allowing personalised cancer medicine, and secondly to assess how effective the drug has been in treating the patient's cancer.    

 

ANGLE's ability to deliver on these key work streams is significantly strengthened by the disposal of its shareholding in Geomerics, which provides non-dilutive funding to support the commercialisation of the Parsortix system, demonstrates financial strength to commercial partners, and substantially completes ANGLE's re-focusing as a specialist medtech company.

 

Geomerics realisation

 

During the half year, ANGLE progressed with the sale of its investment in graphics technology developer Geomerics. In December 2013, ANGLE announced it had successfully concluded the sale to ARM Holdings plc, the world's leading semiconductor intellectual property supplier.  

 

ANGLE will receive a cash consideration of up to £6.2 million for its Geomerics shareholding, loans and trade receivables. £5.5 million has already been received and the balance of £0.7 million is being held as a retention, payable on 12 December 2015.   

 

Summary

 

ANGLE is now in a significantly strengthened position to deliver major shareholder returns from its unique patent protected Parsortix system, which can capture very rare CTCs from a simple patient blood test.  The CTCs can be captured in a form that gives the potential for analysis of the cells to provide the patient with specific personalised treatment using drugs which target their specific cancer at that time. This is very significant as it offers the potential for more effective treatment for the patient and a reduction in the unnecessary side effects of non-specific treatment.    

 


ANGLE plc

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 31 OCTOBER 2013

 

 


Note

         Six months ended

Year ended



31 October

31 October

30 April



2013

2012

2013



(Unaudited)

(Unaudited)

(Audited)



£'000

£'000

£'000

Revenue

2

414

467

969

Change in fair value

5

404

286

514

Operating costs


(1,374)

(1,126)

(2,555)






Operating profit/(loss)


(556)

(373)

(1,072)

Finance income


80

14

41

Finance costs


_____    _   -

___        _   -

____      _   - 

Net finance income/(costs)


________80

  __       _ 14

     __       41

Profit/(loss) before tax


(476)

(359)

(1,031)

Tax

3

                 -

                  -

                -

Profit/(loss) for the period


(476)

(359)

(1,031)

Other comprehensive income





Exchange differences on translating foreign operations


    _    _ (44)

  __         (9)

  ___        14

Other comprehensive income


__ _    _ (44)

_____      (9)

 __ _ _     14

Total comprehensive income for the period


(520)

(368)

(1,017)



==========

==========

==========

Profit/(loss) for the period attributable to:




Owners of the parent


(396)

(269)

(866)

Non-controlling interests


(80)

(90)

(165)



__________

__________

__________

Profit/(loss) for the period


(476)

(359)

(1,031)



==========

==========

==========

Total comprehensive income for the period attributable to:



Owners of the parent


(455)

(277)

(841)

Non-controlling interests


(65)

(91)

(176)



__________

__________

__________

Total comprehensive income for the period

(520)

(368)

(1,017)



==========

==========

==========

Earnings/(loss) per share

4




  Basic and Diluted (pence per share)

(1.05)

(0.93)

(2.54)

 

   All activity arose from continuing operations



ANGLE plc

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 OCTOBER 2013

 

 


Note

31 October

31 October

30 April



2013

2012

2013



(Unaudited)

(Unaudited)

(Audited)



£'000

£'000

£'000

ASSETS





Non-current assets





Non-controlled investments

5

-

3,607

2,361

Other receivables


-

154

-

Property, plant and equipment


198

81

138

Intangible assets

6

1,099

852

1,080



___________

___________

___________

Total non-current assets


1,297

4,694

3,579



___________

___________

___________

Current assets





Non-controlled investments

5

4,839

-

1,600

Inventories


15

4

62

Trade and other receivables


530

287

454

Cash and cash equivalents


358

922

1,828



___________

___________

___________

Total current assets


5,742

1,213

3,944



  ___________

  ___________

___________

Total assets


7,039

5,907

7,523



===========

===========

===========

EQUITY AND LIABILITIES





Equity





Issued capital

7

4,524

4,071

4,524

Share premium


18,414

16,682

18,414

Share based payments reserve


397

339

370

Other reserve


2,553

2,553

2,553

Translation reserve


(47)

(21)

12

Retained earnings


(19,069)

(18,072)

(18,673)

ESOT shares


(102)

(102)

(102)



___________

___________

___________

Equity attributable to owners of the parent


6,670

5,450

7,098



___________

___________

___________

Non-controlling interests


(376)

(230)

 

(311)

Total equity


6,294

5,220

6,787



================

================

================

Liabilities





Non-current liabilities





Controlled investments - loans


132

132

132



___________

___________

___________

Total non-current liabilities


132

132

132

Current liabilities





Trade and other payables


613

555

604



___________

___________

___________

Total current liabilities


613

555

604



___________

___________

___________

Total liabilities


745

687

736



___________

___________

___________

Total equity and liabilities


7,039

5,907

7,523



===============

===============

===============



ANGLE plc

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 31 OCTOBER 2013

 

 


Six months ended

Year ended


31 October

31 October

30 April


2013

2012

2013


(Unaudited)

(Unaudited)

(Audited)


£'000

£'000

£'000

Operating activities




Profit/(loss) before tax from continuing operations

(476)

(359)

(1,031)

Adjustments for:




    Depreciation of property, plant and equipment

29

6

19

    Amortisation and impairment of intangible assets

150

17

308

    Exchange differences

(2)

27

13

    Net finance (income)/costs

(80)

(14)

(41)

    Change in fair value

(404)

(286)

(514)

    Share based payments

______27

_______40

 __   _   71

Operating cash flows before movements in working capital:

(756)

(569)

(1,175)

(Increase)/decrease in inventories

47

(4)

(62)

(Increase)/decrease in trade and other receivables

(99)

61

(88)

Increase/(decrease) in trade and other payables

_______61

_____(153)

    ____(67)

Net cash from/(used in) operating activities

(747)

(665)

(1,392)

Investing activities




Purchase of property, plant and equipment

(84)

(71)

(140)

Purchase of intangible assets

(235)

(389)

(941)

Purchase  of convertible loans

-

(143)

(257)

Provision of short term loans

(407)

(63)

(63)

Proceeds from settlement of Other receivables

-

-

154

Interest received

________4

_________2

_______19

Net cash from/(used in) investing activities

(722)

(664)

(1,228)

Financing activities




Net proceeds from issue of share capital

-

 1,130

3,326

Interest paid

  _      __   -

        _       -

________-

Net cash from/(used in) financing activities

-

1,130

3,326

Net increase/(decrease) in cash and cash equivalents

(1,469)

(199)

706

Cash and cash equivalents at start of period

1,828

1,121

1,121

Effect of exchange rate fluctuations

_______(1)

  ______   -

________1

Cash and cash equivalents at end of period

358

922

1,828


=========

=========

=========


ANGLE plc

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 31 OCTOBER 2013

 

 


------------------------------------------------------------ Attributable to equity holders of the parent ------------------------------------------------------------






Share based





Total

Non-



Issued

Share

payments

Other

Translation

Retained

ESOT

shareholders'

controlling

Total


capital

premium

reserve

reserve

reserve

earnings

shares

equity

interests

equity


(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000












At 1 May 2012

3,782

15,830

300

2,553

(13)

(17,768)

(102)

4,582

(175)

4,407

For the period to 31 October 2012











Consolidated profit/(loss)






(269)


(269)

(90)

(359)

Other comprehensive income











Exchange differences in translating foreign operations





(8)



(8)

(1)

(9)

Total comprehensive income





(8)

(269)


(277)

(91)

(368)

Issue of shares

289

852






1,141


1,141

Share based payments



40





40


40

Released on forfeiture/lapse



(1)



1


-


-

Deemed disposal of non-controlling interest






(36)

-

(36)

36

-


___ ______

___ _______

___ ______

___ ______

___ ______

___ ________

___ ______

___ _______

___ _______

___ _______

At 31 October 2012

4,071

16,682

339

2,553

(21)

(18,072)

(102)

5,450

(230)

5,220

For the period to 30 April 2013











Consolidated profit/(loss)






(597)


(597)

(75)

(672)

Other comprehensive income











Exchange differences in translating foreign operations





33



33

(10)

23

Total comprehensive income





33

(597)


(564)

(85)

(649)

Issue of shares

453

1,732






2,185


2,185

Share based payments



31





31


31

Deemed disposal of non-controlling interest






(4)


(4)

4

-

At 30 April 2013

4,524

18,414

370

2,553

12

(18,673)

(102)

7,098

(311)

6,787

For the period to 31 October 2013











Consolidated profit/(loss)






(396)


(396)

(80)

(476)

Other comprehensive income











Exchange differences in translating foreign operations





(59)



(59)

15

(44)

Total comprehensive income





(59)

(396)


(455)

(65)

(520)

Share based payments



27





27


27


___ ______

___ _______

___ ______

___ ______

___ ______

___ ________

___ ______

___ _______

___ _______

___ _______

At 31 October 2013

4,524

18,414

397

2,553

(47)

(19,069)

(102)

6,670

(376)

6,294


==========

==========

==========

==========

=========

===========

==========

==========

==========

==========



ANGLE plc

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued)

FOR THE SIX MONTHS ENDED 31 OCTOBER 2013

 

 

Share premium

Represents amounts subscribed for share capital in excess of the nominal value, net of directly attributable share issue costs.

 

Other reserve

The other reserve is a "merger" reserve arising from the acquisition of the former holding company.

 

Translation reserve

The translation reserve account comprises cumulative exchange differences arising on consolidation from the translation of the financial statements of international operations.  Under IFRS this is separated from retained earnings.

 

ESOT shares

This reserve relates to shares held by the ANGLE Employee Share Ownership Trust (ESOT) and may be used to assist in meeting the obligations under employee remuneration schemes.

 

Non-controlling interests

Represents amounts attributed to non-controlling (minority) interests for profits or losses in the Statement of Comprehensive Income and assets or liabilities in the Statement of Financial Position.

 

Share based payments reserve

The share based payments reserve account is used for the corresponding entry to the share based payments charged through a) the Statement of Comprehensive Income for staff incentive arrangements relating to ANGLE plc equity b) the Statement of Comprehensive Income for staff incentive arrangements relating to the controlled investments equity, and c) the Statement of Financial Position for acquired intangible assets in the controlled investments comprising intellectual property (IP).  These components are separately identified in the table below.

 

Transfers are made from this reserve to retained earnings as the related share options are exercised, cancelled, lapse or expire or as a controlled investment becomes non-controlled (a deemed disposal).

 



Controlled

Controlled



ANGLE

investments

investments



employees

employees

IP

Total


(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)


£'000

£'000

£'000

£'000

At 1 May 2012

142

41

117

300

Charge for the period

40

-

-

40

  Released on forfeiture/lapse

(1)

-

-

(1)


_______

_______

_______

_______

At 31 October 2012

181

41

117

339

Charge for the period

31

-

-

31


_______

_______

_______

_______

At 30 April 2013

212

41

117

370

Charge for the period

27

-

-

27


_______

_______

_______

_______

At 31 October 2013

239

41

117

397


========

========

========

========



ANGLE plc

NOTES TO THE INTERIM FINANCIAL INFORMATION

FOR THE SIX MONTHS ENDED 31 OCTOBER 2013

 

 

1       Basis of preparation and accounting policies

These Condensed Interim Financial Statements are the unaudited interim consolidated financial statements (the "Condensed Interim Financial Statements") of ANGLE plc, a company incorporated in Great Britain and registered in England and Wales, and its subsidiaries (together referred to as the "Group") for the six month period ended 31 October 2013 (the "interim period"). 

 

The Condensed Interim Financial Statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting ("IAS 34"), as adopted by the EU, and on the basis of the accounting policies set out in the Report and Accounts 2013. New and revised International Financial Reporting Standards (IFRS) and interpretations recently adopted by the EU and that became effective in the period did not have or are not expected to have a significant impact on the Group. Where necessary, comparative information has been reclassified or expanded from the previously reported Condensed Interim Financial Statements to take into account any presentational changes made in the Report and Accounts 2013.

 

These Condensed Interim Financial Statements do not constitute statutory financial statements as defined in section 434 of the Companies Act 2006 and are unaudited.  The comparative information for the six months ended 31 October 2012 is also unaudited. The comparative figures for the year ended 30 April 2013 have been extracted from the Group financial statements as filed with the Registrar of Companies. The report of the auditors on those accounts was unqualified and did not contain statements under sections 498(2) or (3) of the Companies Act 2006. The accounting policies applied are consistent with those described in the annual financial statements for the year ended 30 April 2013.

 

The Condensed Interim Financial Statements were approved by the Board and authorised for issue on 29 January 2014.

 

Going concern

The Financial Statements have been prepared on a going concern basis which assumes that the Group will be able to continue its operations for the foreseeable future.

 

On 13 December 2013, the Company successfully completed the disposal of Geomerics Limited resulting in the receipt of £5.5 million with a further £0.7 million payable on 12 December 2015.

 

The Directors have prepared and reviewed the financial projections for the 12 month period from the date of signing of these Condensed Interim Financial Statements. Based on the level of existing cash and projected income and expenditure (the timing of some of which is at the Group's discretion), the Directors have a reasonable expectation that the Company and Group have adequate resources to continue in business for the foreseeable future.  Accordingly the going concern basis has been used in preparing the Condensed Interim Financial Statements.

 

       Critical accounting estimates and judgements

       The preparation of the Condensed Interim Financial Statements requires the use of estimates and assumptions and judgements that affect the reported amounts of assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period.  Although these estimates and assumptions and judgements are based on management's best knowledge of the amounts, events or actions, and are believed to be reasonable, actual results ultimately may differ from those estimates.

 



       The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities relate to 1) the valuation and impairment of unlisted investments held at fair value - Note 5 and 2) the valuation, amortisation and impairment of intangible assets - Note 6.

 

2     Operating segment and revenue analysis

       The Group's principal trading activity is undertaken in relation to Parsortix, a specialist medical diagnostics company with pioneering products in cancer diagnostics and foetal health. ANGLE also has investments in Geomerics (computer games middleware and computer graphics) and Novocellus (IVF embryo viability) and a specialist technology consultancy.

 

       For management reporting purposes, the Group is divided into the following operating segments:

·     Controlled investments where the Group has control, typically as a result of owning in excess of 50% of the equity. These investments include Parsortix and Novocellus. Their results, along with associated operating companies, are consolidated into the Group's results. 

·     Non-controlled investments where the Group does not have control. These comprise Geomerics and formerly the earn-out in relation to the sale of Acolyte Biomedica. These investments are held on the Statement of Financial Position at fair value, with changes in fair value passing through the Statement of Comprehensive Income.

·   Management services - provision of Management services to clients including research organisations, corporate and governmental organisations on a fee-for-service basis. 

The nature of these operations is significantly different. 

In assessing performance and making resource allocation decisions, the Board of Directors reviews each segment. The tables below show the operating results by segment together with assets and liabilities.

 



 


Controlled investments

Non-controlled investments

Management services

 

Total


(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)


£'000

£'000

£'000

£'000

Period ended 31 October 2013





Statement of Comprehensive Income

Revenue

102


312

414

Change in fair value


404


404

Amortisation and impairment of intangible assets

(150)



(150)

Other operating costs

(903)


(321)

(1,224)

Operating costs

____(1,053)

__________

_____(321)

____(1,374)

Operating profit/(loss)

(951)

404

(9)

(556)

Finance income/(costs)

________80

__________

__________

________80

Profit/(loss) before tax

(871)

404

(9)

(476)


=======

=======

=======

=======






Statement of Financial Position

Assets





Property, plant and equipment




198

Intangible assets - product development



974

Intangible assets - other




125

Investments (current)




4,839

Inventories




15

Trade and other receivables




530

Cash and cash equivalents




358





__________

Total assets




7,039





=======

Liabilities





Trade and other payables




613

Loans and borrowings




132





__________

Total liabilities




745





=======



 


Controlled investments

Non-controlled investments

Management services

 

Total


(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)


£'000

£'000

£'000

£'000

Period ended 31 October 2012





Statement of Comprehensive Income

Revenue

37


430

467

Change in fair value


286


286

Amortisation and impairment of intangible assets

(17)



(17)

Other operating costs

(607)


(502)

(1,109)

Operating costs

______(624)

__________

______(502)

____(1,126)

Operating profit/(loss)

(587)

286

(72)

(373)

Finance income/(costs)

________14

__________

__________

________14

Profit/(loss) before tax

(573)

286

(72)

(359)


=======

=======

=======

=======






Statement of Financial Position

Assets





Investments (non-current)




3,607

Other receivables (non-current)




154

Property, plant and equipment




81

Intangible assets - product development



455

Intangible assets - other




397

Inventories




4

Trade and other receivables




287

Cash and cash equivalents




922





__________

Total assets




5,907





=======

Liabilities





Trade and other payables




555

Loans and borrowings




132





__________

Total liabilities




687





=======

 



 


Controlled investments

Non-controlled investments

Management services

 

Total


(Audited)

(Audited)

(Audited)

(Audited)


£'000

£'000

£'000

£'000

Year ended 30 April 2013





Statement of Comprehensive Income

Revenue

79


890

969

Change in fair value


514


514

Amortisation and impairment of intangible assets

(308)



(308)

Other operating costs

(1,271)


(976)

(2,247)

Operating costs

 __   (1,579)

__________

 __      (976)

 __   (2,555)

Operating profit/(loss)

   (1,500)

       514

      (86)

    (1,072)

Finance income/(costs)

 __          41

__________

__________

 __          41

Profit/(loss) before tax

(1,459)

514

(86)

(1,031)


=======

=======

=======

=======






Statement of Financial Position

Assets





Investments (non-current)




2,361

Property, plant and equipment




138

Intangible assets - product development



954

Intangible assets - other




126

Investments (current)




1,600

Inventories




62

Trade and other receivables




454

Cash and cash equivalents




1,828





__________

Total assets




7,523





=======

Liabilities





Trade and other payables




604

Loans and borrowings




132





__________

Total liabilities




736





=======

 



 

3       Tax

The Group is eligible for the UK corporation tax substantial shareholdings exemption.  This results in the capital gain from any disposals of UK investments where the Group has an equity stake greater than 10%, and subject to certain other tests, being free of corporation tax. 

Tax is therefore based on the profits in the Management services business as relieved by losses incurred in the Group's other UK trading activities. Loss relief may not absorb the tax in relation to all of the profits and where this occurs tax is provided on the basis of the estimated effective tax rate for the full year.

Controlled investments undertake research and development activities.  In the UK these activities qualify for tax relief and result in tax credits.

4       Earnings/(loss) per share

        The basic and diluted earnings/(loss) per share is calculated on an after tax loss of £0.5 million (six months to 31 October 2012: loss £0.4 million, year to 30 April 2013: loss £1.0 million).  In accordance with IAS 33 Earnings per share 1) the "basic" weighted average number of ordinary shares calculation excludes shares held by the Employee Share Ownership Trust (ESOT) as these are treated as treasury shares and 2) the "diluted" weighted average number of ordinary shares calculation excludes potentially dilutive ordinary shares from instruments that could be converted.  Share options are potentially dilutive where the exercise price is less than the average market price during the period.  Due to the losses in the periods, share options are non-dilutive for the respective periods and therefore the diluted loss per share is equal to the basic loss per share. 

 

        The basic and diluted earnings/(loss) per share in the period are based on 45,129,800 weighted average ordinary 10p shares (six months to 31 October 2012:  38,563,053; year to 30 April 2013: 40,584,305). 

       



5       Investments

 

            Non-controlled investments

 


Non-current

Current

Total


assets

assets

assets


(Unaudited)

(Unaudited)

(Unaudited)


£'000

£'000

£'000

At 1 May 2012

2,594

-

2,594

Additions

207

-

207

Transfer from Trade and other receivables

509

-

509

Fair value gain

286

-

286

Interest

11

-

11


_________

_________

_________

At 31 October 2012

3,607

-

3,607

Reclassification

(1,246)

1,246

-

Additions

-

113

113

Fair value gain

-

228

 

228

Interest

-

13

13


_________

_________

_________

At 30 April 2013

2,361

1,600

3,961

Additions

-

407

407

Fair value gain

-

404

404

Interest

-

67

67

Reclassification

(2,361)

2,361

-


_________

_________

_________

At 31 October 2013

-

4,839

4,839


=========

=========

=========

 

Non-controlled investments relates to the Group's investment in Geomerics. Following the Group's focus on specialist medtech, this investment is non-core.  During the period Geomerics' shareholders entered into an exclusivity agreement with ARM Holdings plc for the sale of Geomerics. Subsequent to the period end the sale was completed with ANGLE receiving consideration of up to £6.2 million in cash with £5.5 million paid on completion.  At the period end, there was a reasonable expectation that the investment would be sold within 12 months and the Equity investment was reclassified from Non-current asset to Current asset.

Investments are made in equity and/or in the form of debt (loans) and are designated on initial recognition as financial assets at fair value through the income statement. Loans are normally repayable or convertible into equity and may be interest bearing. Certain loans made during the period carried preferential conversion and/or repayment terms and rights, which resulted in a fair value gain.

There have been no external funding events during the period to determine a new fair value and the company's sales are not yet predictable enough to use some form of discounted cash flow or other valuation method that would be acceptable under the private equity guidelines.  Although the Company was in exclusivity at the period end, at that time, there were a number of variables and uncertainties such that there was insufficient basis to determine a new fair value.

Under the Group's accounting policy, where a fair value cannot be estimated reliably the investment is reported at the carrying value at the previous reporting date unless there is objective evidence that the investment has since been impaired.

The Board has considered a number of factors in determining whether there is evidence that the fair value of an investment has been impaired since its last valuation. These factors have included 1) the positives and negatives in the progress of the investment 2) the current and forecast financial situation of the investment and its ability to make timely sales 3) a view on valuation of the Company taking into account the indicative offer 4) the original funding environment and the current funding environment and 5) the performance of various small cap and tech indices including AIM, Techmark and NASDAQ Stock Market in the relevant period.

6       Intangible assets


Intellectual

property

Computer

software

 

Goodwill

Product development

 

Total


(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)


£'000

£'000

£'000

£'000

£'000

Cost or deemed cost






At 1 May 2012

523

15

98

-

636

Additions

-

3

-

463

466

Exchange movements

-

-

-

(8)

(8)


_________

_________

_________

_________

_________

At 31 October 2012

523

18

98

455

1,094

Additions

-

-

-

497

497

Disposals

-

(6)

-


(6)

Exchange movements

1

-

-

21

22


_________

_________

_________

_________

_________

At 30 April 2013

524

12

98

973

1,607

Additions

-

-

-

201

201

Exchange movements

(1)

-

-

(36)

(37)


_________

_________

_________

_________

_________

At 31 October 2013

523

12

98

1,138

1,771


=======

=======

=======

=======

=======







Amortisation and impairment





At 1 May 2012

112

15

98

-

225

Charge for the period

-

1

-

-

1

Impairment

16

-

-

-

16


_________

_________

_________

_________

_________

At 31 October 2012

128

16

98

-

242

Charge for the period

-

-

-

19

19

Disposals

-

(6)

-

-

(6)

Impairment

272

-

-

-

272

Exchange movements

-

-

-

-

-


_________

_________

_________

_________

_________

At 30 April 2013

400

10

98

19

527

Charge for the period

-

-

-

150

150

Exchange movements

-

-

-

(5)

(5)


_________

_________

_________

_________

_________

At 31 October 2013

400

10

98

164

672


=======

=======

=======

=======

=======







Net book value






At 31 October 2013

123

2

-

974

1,099

At 30 April 2013

124

2

-

954

1,080

At 31 October 2012

395

2

-

455

852







       The carrying value of intangible assets is reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The recoverable amount is assessed on the basis of "value in use". The key assumptions to assess value in use are the estimated useful economic life, future revenues, cash flows and the discount rate to determine the net present value of these cash flows. Where value in use exceeds the carrying value then no impairment is made; where value in use is less than the carrying value then an impairment charge is made.

 

       Amortisation and impairment charges are charged to operating costs in the consolidated statement of comprehensive income.

 

       "Product development" relates to internally generated assets that were capitalised during the period in accordance with IAS 38 Intangible Assets. Capitalised product development costs are directly attributable costs comprising cost of materials, specialist contractor costs, labour, overheads and patent costs. Product development costs are amortised over their estimated useful lives commencing when a new product is in commercial production. The carrying value is reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Development costs not meeting the IAS 38 criteria for capitalisation continue to be expensed through the Income Statement as incurred.

      

7       Share capital

The Company has one class of ordinary shares which carry no right to fixed income and at 31 October 2013 had 45,243,059 Ordinary shares of £0.10 each allotted, called up and fully paid.

 

8       Post reporting date events

As explained in the Chairman's Statement and Operations Summary, the Company has made strong progress with Parsortix and has received payment of £5.5 million in relation to the disposal of Geomerics Limited.

Shareholder communications

The announcement is being sent to all shareholders on the register at 28 January 2014.  Copies of this announcement are posted on the Company's website www.ANGLEplc.com and are available from the Company's registered office:  3 Frederick Sanger Road, Surrey Research Park, Guildford, Surrey, GU2 7YD.

 


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