C4X Discovery Holdings plc
("C4XD" or the "Company")
Full year results for the year ended 31 July 2017
14 December 2017 - C4X Discovery Holdings plc (AIM: C4XD), a pioneering drug discovery company, today announces its full year results for the year ended 31 July 2017.
Financial highlights
· Completion of a £5.0 million fundraise in September 2016 through the placing of 4,901,961 new ordinary shares in the capital of the Company ("Ordinary Shares") at a price of 102 pence per Ordinary Share, as reported in the 2016 annual report.
· Completion of a £7.0 million fundraise in March 2017 through the placing of 8,235,294 new Ordinary Shares with existing and new investors at a price of 85 pence per Ordinary Share.
· Year-end cash of £6,031,000 (2016: £1,328,000) remains on the balance sheet following the £5 million and £7 million raised via placings.
· R&D expenditure rose 16% to £6,100,000 (2016: £5,239,000) reflecting both the increase in drug discovery activity and the continued development of lead drug candidates towards commercialisation.
Operational highlights
Corporate highlights
Strategy
· The Board is committed to the delivery of C4X Discovery Holding plc's ("C4XD's") vision to become the world's most productive drug discovery engine by exploiting cutting-edge technologies to design and create best-in-class small molecule candidates targeting a range of high value therapeutic areas.
· C4XD focusses on generating a high value pre-clinical asset portfolio that will drive revenue through early stage licensing deals with the pharmaceutical industry. Existing fee-for-service agreements have been discontinued during the current financial year.
Partnerships
· The Company continues to enhance its core state-of-the-art target identification and drug design capabilities through strategic partnerships:
o A multi-target risk-sharing alliance with Evotec AG ("Evotec") was announced in September 2016.
Discovery Engine progress
· C4XD's proprietary drug asset portfolio has grown from three programmes in 2014 to eight programmes across a number of therapeutic areas.
· Disease areas of focus are inflammation, neurodegeneration, and opportunistic areas (e.g. immuno-oncology, addiction and diabetes).
Senior appointments
· Brad Hoy, Chief Financial Officer, and Dr Craig Fox, Chief Scientific Officer, were appointed to the Board of Directors in November 2016.
Post-period end
· New pre-clinical data on C4XD's leading Orexin-1 antagonist programme were presented at Neuroscience 2017 in November in Washington, DC.
Dr Clive Dix, CEO of C4X Discovery, said: "This has been an important year for C4XD in positioning us to achieve our ambitions in drug discovery and deliver value for our shareholders. We have progressed our pipeline towards commercialisation, identified new drug targets and discovery programmes and raised the capital required to support our strategy.
"We have also seen high levels of pre-clinical partnering interest for our lead programme Orexin-1 to treat addiction and have entered into late stage commercial discussions. During the fundraise in March 2017 we stated that we fully expected to complete our first commercial deal within 12 months of that date. We believe and understand that this is a crucial element of successful implementation of our business model. We continue to believe that this important milestone will be met. Our goal is to become a self-sustaining business and I am confident we will see significant progress in the coming months in delivering on the potential of our model."
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 (MAR).
--ENDS-
For further information, please contact:
C4X Discovery Holdings plc
Clive Dix, Chief Executive Officer 07801 865 803
Panmure Gordon (UK) Limited (NOMAD and Broker)
Freddy Crossley (Corporate Finance) 020 7886 2500
Tom Salvesen (Corporate Broking)
Consilium Strategic Communications
Mary-Jane Elliott, Chris Gardner, Matthew Neal, Melissa Gardiner 0203 709 5700
About C4X Discovery
C4X Discovery aims to become the world's most productive drug discovery engine by exploiting cutting edge technologies to design and create best-in-class small-molecule candidates targeting a range of high value therapeutic areas. The company's goal is to drive returns through early-stage revenue-generating deals with the pharmaceutical industry.
C4X Discovery has a state-of-the-art suite of proprietary technologies across the drug discovery process. The company's innovative DNA-based target identification platform (Taxonomy3®) utilises human genetic datasets to identify novel patient-specific targets leading to greater discovery productivity and increased probability of clinical success. This is complemented by C4XD's novel drug design platform which comprises two innovative chemistry technologies, Conformetrix and Molplex, that combine 4D molecular shape analyses (based on experimental data) with best-in-class computational chemistry. This provides new and unprecedented insight into the behaviour of drug molecules, enabling the production of potent selective compounds faster and more cost effectively than the industry standard.
C4X Discovery is advancing its in-house pipeline in addiction, diabetes and inflammation with a number of new drug candidates identified and further progress made towards the clinic. In selecting new targets C4X Discovery will focus on the high-value disease areas of inflammation and neurodegeneration, and will continue to maximise value from opportunistic areas, for example, immuno-oncology, addiction, and diabetes.
The Company was founded as a spin-out from the University of Manchester. It has a highly experienced management team and Board who have delivered significant value creation within the healthcare sector historically and have enabled C4XD to reach multiple value inflexion points since IPO. For additional information please go to: www.c4xdiscovery.com.
INTERIM CHAIRMAN'S STATEMENT
Last year we set out our vision as the "architects" of drug discovery, constantly innovating and finding novel ways to solve challenges in biology and chemistry that confound others and, through this, building the world's most productive Drug Discovery Engine.
This has been an important year in delivering that vision. We have continued to strengthen the data package around our lead Orexin-1 antagonist and believe its broad applicability in addiction and related disorders such as anxiety, post-traumatic stress disorder and impulse control make it a compelling candidate for partnership.
Our agreement with Evotec will involve us working together on novel small molecule drug targets across a range of targets and stages of development.
We are also seeing the power of our Drug Discovery Engine with exciting new targets identified in inflammation/autoimmune diseases and neurodegenerative diseases. These, alongside our existing programmes, open new opportunities for future revenue-generating deals with the pharmaceutical industry.
During the year we have strengthened our financial position through the raising of a total of £12 million and added a wealth of knowledge and experience to our Board with Brad Hoy and Dr Craig Fox joining as Directors.
We continue to build towards becoming a significant self-sustaining business and look forward to further progress in the coming period in delivering on the potential of our model.
Sam Williams
Interim Chairman
CEO'S STATEMENT
This has been an important year for C4XD in implementing our vision as we have progressed our pipeline towards commercialisation, replenished our pipeline with new discovery programmes and raised the capital required to support our strategy.
Commercialisation
During the fundraise in March 2017 we stated that we fully expected to complete our first commercial deal within 12 months of that date. We believe and understand that this is a crucial element of successful implementation of our business model. We continue to believe that this important milestone will be met.
Our lead programme, Orexin-1, aims to treat addiction by targeting the "craving" process itself and, therefore, can be applied across a broad range of substance disorders. We have continued to build our pre-clinical data package, including the recent presentation of data at Neuroscience 2017 in Washington, DC.
We have seen high levels of pre-clinical partnering interest and have entered into late stage commercial discussions.
Forming strategic alliances
Last year we announced we would no longer continue providing any fee‑for‑service capabilities choosing instead to seek longer-term risk‑sharing strategic alliances.
In September 2016 we entered a new multi‑target, risk-sharing strategic collaboration with Evotec AG ("Evotec"), a leading drug discovery and development alliance company. This deal enables us to increase the output of our engine whilst reducing risk and cost.
Alongside our own proprietary suite of cutting-edge technologies, the alliance with Evotec will expand our ability to generate commercially attractive pre-clinical assets to meet the pharmaceutical industry's increasing demand for high quality, early stage drug candidates.
We will continue to seek similar, value‑adding alliances.
Successful fundraises
In September 2016, we completed a £5 million fundraise at 102 pence per share bringing in several new investors, including Calculus Capital Limited and Polar Capital LLP.
In March 2017 we completed a £7.0 million fundraise at 85 pence per share bringing in several new investors including Legal & General and Hargreave Hale which have strong track records in investing in the life science sector. This new cash enables us to progress and add to our pre-clinical pipeline and provides working capital for operations.
Building our discovery portfolio
We are constantly building our portfolio and will continue to invest into C4XD's core discovery activities in order to support our ambitions.
Over the past 12 months, key drug discovery programmes in addiction and inflammation have advanced and our Taxonomy3® DNA-based target discovery technology continues to produce novel target data in a number of commercially valuable disease areas. These targets can be addressed through our drug design platform including our Conformetrix and MolPlex chemistry technologies.
Critically, robust scientific and commercial intelligence gathering continues to drive selection criteria for inclusion in our portfolio.
Outlook
C4XD's strategy is delivering value for our shareholders and positioning us well to achieve our ambitions in drug discovery. The next year will continue to focus on securing deal revenue from the commercial discussions initiated this year, progressing our discovery candidates to pre-clinical development and commercialisation and continuing to replenish and build the pipeline by identifying novel and exciting drug targets. I am excited about what we can achieve, and I look forward to sharing this journey with you.
Clive Dix
Chief Executive Officer
FINANCIAL REVIEW
Results
Revenue for the 12 months ended 31 July 2017 amounted to £143,000 (2016: £279,000). These revenues were largely generated through collaborations with our partners. Last year the Group ceased its fee-for-service offering choosing only to work on a collaborative risk and revenue sharing basis. Grants secured are accounted for as a reduction in research and development ("R&D") expenses.
R&D expenses, which comprise payroll costs, materials spend and third party contract development costs, have increased by 16% to £6,100,000 for the year ended 31 July 2017 (2016: £5,239,000). This reflects both the increase in drug discovery activity and the continued development of lead drug candidates towards commercialisation.
Administrative expenses increased by £716,000 during the year to £2,533,000 (2016: £1,817,000) reflecting additional non‑scientific staff costs, in particular staff to build a commercial team, and additional premises costs to support growing activities.
The loss after tax for the year ended 31 July 2017 was £6,782,000 or 16.88 pence per share (2016: £5,321,000 or 16.83 pence per share).
The Group had net assets at 31 July 2017 of £9,060,000 (2016: £4,305,000) and cash, cash equivalents, short-term investments and deposits of £6,031,000 (2016: £1,328,000). The cash position reflects the £5 million and £7 million raised via placings in September 2016 and March 2017 respectively as detailed in the CEO's Statement.
Both cash and costs continue to be prudently managed.
Brad Hoy
Chief Financial Officer
Consolidated statement of comprehensive income
For the year ended 31 July 2017
Notes |
2017 £000 |
2016 £000 |
|
Revenue |
5 |
143 |
279 |
Cost of sales |
(3) |
(12) |
|
Gross profit |
140 |
267 |
|
Research and development expenses |
(6,100) |
(5,239) |
|
Administrative expenses |
(2,533) |
(1,817) |
|
Operating loss |
(8,493) |
(6,789) |
|
Finance income |
8 |
3 |
32 |
Loss before taxation |
(8,490) |
(6,757) |
|
Taxation |
9 |
1,708 |
1,436 |
Loss for the year and total comprehensive loss for the year |
(6,782) |
(5,321) |
|
Loss per share |
|||
Basic and diluted loss for the year |
10 |
(16.88)p |
(16.83)p |
The loss for the year arises from the Group's continuing operations and is attributable to the equity holders of the parent.
There were no other items of comprehensive income for the year (2016: £nil) and therefore the loss for the year is also the total comprehensive loss for the year.
The basic and diluted loss per share are the same as the effect of share options is anti-dilutive.
Consolidated statement of changes in equity
For the year ended 31 July 2017
Issued equity capital £000 |
Share premium £000 |
Share- based payment reserve £000 |
Merger reserve £000 |
Capital contribution reserve £000 |
Revenue reserve £000 |
Total £000 |
|
At 31 July 2015 |
2,335 |
10,013 |
51 |
920 |
195 |
(5,546) |
7,968 |
Loss for the year and total comprehensive loss for the year |
- |
- |
- |
- |
- |
(5,321) |
(5,321) |
Issue of share capital |
15 |
1,584 |
- |
- |
- |
- |
1,599 |
Share-based payments |
- |
- |
59 |
- |
- |
- |
59 |
Transactions with owners |
15 |
1,584 |
59 |
- |
- |
- |
1,658 |
At 31 July 2016 |
2,350 |
11,597 |
110 |
920 |
195 |
(10,867) |
4,305 |
Loss for the year and total comprehensive loss for the year |
- |
- |
- |
- |
- |
(6,782) |
(6,782) |
Issue of share capital |
140 |
11,939 |
- |
- |
- |
- |
12,079 |
Expenses of placing |
- |
(692) |
- |
- |
- |
- |
(692) |
Share-based payments |
- |
- |
150 |
- |
- |
- |
150 |
Transactions with owners |
140 |
11,247 |
150 |
- |
- |
- |
11,537 |
At 31 July 2017 |
2,490 |
22,844 |
260 |
920 |
195 |
(17,649) |
9,060 |
Company statement of changes in equity
For the year ended 31 July 2017
Issued equity capital £000 |
Share premium £000 |
Share- based payment reserve £000 |
Total £000 |
|
At 31 July 2015 |
2,335 |
10,013 |
22 |
12,370 |
Loss for the year and total comprehensive loss for the year |
- |
- |
- |
- |
Issue of share capital |
15 |
1,584 |
- |
1,599 |
Share-based payments |
- |
- |
59 |
59 |
Transactions with owners |
2,350 |
11,597 |
81 |
14,028 |
At 31 July 2016 |
2,350 |
11,597 |
81 |
14,028 |
Loss for the year and total comprehensive loss for the year |
- |
- |
- |
- |
Issue of share capital |
140 |
11,939 |
- |
12,079 |
Expenses of placing |
- |
(692) |
- |
(692) |
Share-based payments |
- |
- |
150 |
150 |
Transactions with owners |
140 |
11,247 |
150 |
11,537 |
At 31 July 2017 |
2,490 |
22,844 |
231 |
25,565 |
Statements of financial position
At 31 July 2017
Registered no. 09134041
Notes |
31 July 2017 Group £000 |
31 July 2017 Company £000 |
31 July 2016 Group £000 |
31 July 2016 Company £000 |
|
Assets |
|||||
Non-current assets |
|||||
Property, plant and equipment |
11 |
90 |
- |
94 |
- |
Intangible assets |
12 |
570 |
- |
654 |
- |
Goodwill |
13 |
1,192 |
- |
1,192 |
- |
Investment in subsidiaries |
14 |
- |
2,102 |
- |
1,952 |
1,852 |
2,102 |
1,940 |
1,952 |
||
Current assets |
|||||
Trade and other receivables |
15 |
548 |
23,462 |
429 |
12,075 |
Income tax asset |
16 |
1,700 |
- |
1,400 |
- |
Cash and cash equivalents |
17 |
6,031 |
1 |
1,328 |
1 |
8,279 |
23,463 |
3,157 |
12,076 |
||
Total assets |
10,131 |
25,565 |
5,097 |
14,028 |
|
Liabilities |
|||||
Current liabilities |
|||||
Trade and other liabilities |
18 |
1,071 |
- |
792 |
- |
Total liabilities |
1,071 |
- |
792 |
- |
|
Net assets |
9,060 |
25,565 |
4,305 |
14,028 |
|
Capital and reserves |
|||||
Issued equity capital |
19 |
2,490 |
2,490 |
2,350 |
2,350 |
Share premium |
19 |
22,844 |
22,844 |
11,597 |
11,597 |
Share-based payment reserve |
20 |
260 |
231 |
110 |
81 |
Merger reserve |
21 |
920 |
- |
920 |
- |
Capital contribution reserve |
22 |
195 |
- |
195 |
- |
Revenue reserve |
23 |
(17,649) |
- |
(10,867) |
- |
Total equity |
9,060 |
25,565 |
4,305 |
14,028 |
Cash flow statements
For the year ended 31 July 2017
Notes |
31 July 2017 Group £000 |
31 July 2017 Company £000 |
31 July 2016 Group £000 |
31 July 2016 Company £000 |
|
Loss after interest and tax |
(6,782) |
- |
(5,321) |
- |
|
Adjustments for: |
|||||
Depreciation of tangible fixed assets |
11 |
44 |
- |
33 |
- |
Amortisation of intangible assets |
12 |
135 |
- |
55 |
- |
Share-based payments |
20 |
150 |
- |
59 |
- |
Taxation |
(1,708) |
- |
(1,436) |
- |
|
Changes in working capital: |
|||||
(Increase)/decrease in trade and other receivables |
(119) |
(11,357) |
(40) |
67 |
|
Increase/(decrease) in trade and other payables |
392 |
- |
(28) |
- |
|
Decrease in deferred revenue |
(83) |
- |
(56) |
- |
|
Cash (outflow)/inflow from operating activities |
(7,971) |
(11,357) |
(6,734) |
67 |
|
Research and development tax credit received |
1,408 |
- |
736 |
- |
|
Net cash (outflow)/inflow from operating activities |
(6,563) |
(11,357) |
(5,998) |
67 |
|
Cash flows from investing activities |
|||||
Purchases of tangible fixed assets |
11 |
(40) |
- |
(42) |
- |
Purchases of intangible fixed assets |
12 |
(51) |
- |
(50) |
- |
Acquisition of subsidiary (net of cash acquired) |
- |
- |
(67) |
(67) |
|
Decrease/(increase) in cash placed on deposit |
17 |
- |
- |
4,000 |
- |
Net cash (outflow)/inflow from investing activities |
(91) |
- |
3,841 |
(67) |
|
Cash flows from financing activities |
|||||
Proceeds from issues of ordinary share capital |
19 |
12,049 |
12,049 |
- |
- |
Expenses relating to share capital issue |
19 |
(692) |
(692) |
- |
- |
Net cash inflow from financing activities |
11,357 |
11,357 |
- |
- |
|
Increase/(decrease) in cash and cash equivalents |
4,703 |
- |
(2,157) |
- |
|
Cash and cash equivalents at the start of the year |
1,328 |
1 |
3,485 |
1 |
|
Cash and cash equivalents at the end of the year |
6,031 |
1 |
1,328 |
1 |
|
Cash, cash equivalents and deposits at the end of the year |
17 |
6,031 |
1 |
1,328 |
1 |
Notes to the full year results
For the year ended 31 July 2017
1. Reporting entity
C4X Discovery Holdings plc (the "Company") is an AIM-listed company incorporated and domiciled in the UK.
These full year results consolidate those of the Company and its subsidiaries (together referred to as the "Group" and individually as "Group entities") for the year ended 31 July 2017.
The full year results of the Company and the Group for the year ended 31 July 2017 were authorised for issue by the Board of Directors on 14 December 2017 and the consolidated statement of financial position was signed on the Board's behalf by Clive Dix.
The full year results do not constitute the company's statutory accounts for the years ended 31 July 2017 or 2016 but are derived from those accounts. Statutory accounts for 2016 have been delivered to the registrar of companies, and those for 2017 will be delivered in due course. The auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to 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.
The significant accounting policies adopted by the Group are set out in note 3.
2. Basis of preparation
(a) Statement of compliance
The Group's and parent company's financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS") and International Financial Reporting Committee ("IFRIC") interpretations as they apply to the financial statements of the Group for the period ended 31 July 2017.
(b) Basis of measurement
The Company and Group financial statements have been prepared on the historical cost basis.
The methods used to measure fair values of assets and liabilities are discussed in the respective notes in note 3 below.
(c) Going concern
The Interim Chairman's and CEO's Statements outline the business activities of the Group along with the factors which may affect its future development and performance. The Group's financial position is discussed in the Financial Review along with details of its cash flow and liquidity. Note 25 to the financial statements sets out the Group's financial risks and the management of those risks.
Having prepared management forecasts and made appropriate enquiries, the Directors are satisfied that the Group has adequate resources for the foreseeable future. A majority of expenses are discretionary and within the control of management. Accordingly they have continued to adopt the going concern basis in preparing the Group and Company financial statements. However, given the nature of the Group's biotechnology-based business and need for ongoing investment in its drug development activities, the Group will be looking to raise additional funds in the future to allow for continued development.
(d) Functional and presentational currency
These financial statements are presented in Pounds Sterling, which is the Group's functional currency. All financial information presented has been rounded to the nearest thousand.
(e) Use of estimates and judgements
The preparation of financial statements requires management to make estimates and judgements that affect the amounts reported for assets and liabilities as at the reporting date and the amounts reported for revenues and expenses during the year. The nature of estimation means that actual amounts could differ from those estimates. Estimates and judgements used in the preparation of the financial statements are continually reviewed and revised as necessary.
While every effort is made to ensure that such estimates and judgements are reasonable, by their nature they are uncertain and, as such, changes in estimates and judgements may have a material impact on the financial statements.
The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying amount of assets and liabilities within the next financial year are discussed below.
Intangible fixed assets and goodwill
The Group tests annually whether intangible fixed assets and goodwill have suffered any impairment. The potential recoverable amounts of intangible fixed assets and goodwill have been determined based on value-in-use calculations. These calculations require the use of estimates both in arriving at the expected future cash flows and the application of a suitable discount rate in order to calculate the present value of these flows. There is a degree of judgement involved in making these assessments of attributable values on acquisition and making impairment assessments. The assumptions used in the value-in-use calculations are included in notes 12 and 13.
Equity-settled share-based payments
The determination of share-based payment costs requires: the selection of an appropriate valuation method; consideration as to the inputs necessary for the valuation model chosen; judgement regarding when and if performance conditions will be met; and the estimation of the number of awards that will ultimately vest. Inputs required for this arise from judgements relating to the future volatility of the share price of C4XD and comparable companies, the Group's expected dividend yields, risk-free interest rates and expected lives of the options. The Directors draw on a variety of sources to aid in the determination of the appropriate data to use in such calculations. The share-based payment expense is most sensitive to vesting assumptions and to the future volatility of the future share price factor. Further information is included in note 3.
Taxation
Management judgement is required to determine the amount of tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies. The carrying value of the unrecognised tax losses at 31 July 2017 was £1,425,000 (2016: £830,000). The value of the net deferred tax asset not recognised at the year end is £14,000 (2016: net liability of £12,000). Management judgement is similarly required in estimating the value of the research and development income tax credit receivable of £1,700,000 (2016: £1,400,000). Further information is included in note 9.
3. Significant accounting policies
The accounting policies set out below are consistent with those of the previous financial year and are applied consistently by Group entities.
(a) Basis of consolidation
The Group financial statements consolidate the financial statements of C4X Discovery Holdings plc and the entities it controls (its subsidiaries) drawn up to 31 July each year.
All business combinations are accounted for by applying the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group.
The Group measures goodwill at the acquisition date as:
· the fair value of the consideration transferred; plus
· the recognised amount of any non-controlling interests in the acquiree; plus
· the fair value of the existing equity interest in the acquiree; less
· the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
Transaction costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.
Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies. All C4X Discovery Holdings plc's subsidiaries are 100% owned. Subsidiaries are fully consolidated from the date control passes.
All intra-group transactions, balances and unrealised gains on transactions between Group companies are eliminated on consolidation. Subsidiaries' accounting policies are amended where necessary to ensure consistency with the policies adopted by the Group.
(b) Foreign currency transactions
Transactions in foreign currencies are initially recorded in the functional currency by applying the spot rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the reporting date. All differences are taken to the consolidated statement of comprehensive income.
(c) Segmental reporting
An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the entity's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. As at the reporting date the Group operated with only a single segment.
(d) Revenue recognition
Revenue is recognised to the extent that it is probable that economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable for the sale of goods or services, excluding discounts, rebates, VAT and other sales taxes or duties.
The Group's revenues to date comprise amounts earned under joint development agreements and individual project development programmes in respect of novel small molecule therapies.
Revenues received from development programmes are recognised on a straight-line basis over the period that the development work is being performed as measured by contractual milestones. Revenue is not recognised where there is uncertainty regarding the achievement of such milestones and where either revenue has not been paid or the customer has the right to recoup advance payments.
(e) Government grants
Government grants are recognised when it is reasonable to expect that the grants will be received and that all related conditions are met, usually on submission of a valid claim for payment.
Government grants of a revenue nature are deducted from administrative expenses in the consolidated statement of comprehensive income in line with the terms of the underlying grant agreement.
(f) Research and development
Research costs are charged in the consolidated statement of comprehensive income as they are incurred. Development costs will be capitalised as intangible assets when it is probable that future economic benefits will flow to the Group. Such intangible assets will be amortised on a straight-line basis from the point at which the assets are ready for use over the period of the expected benefit, and will be reviewed for impairment at each reporting date based on the circumstances at the reporting date.
The criteria for recognising expenditure as an asset are:
· it is technically feasible to complete the product;
· management intends to complete the product and use or sell it;
· there is an ability to use or sell the product;
· it can be demonstrated how the product will generate probable future economic benefits;
· adequate technical, financial and other resources are available to complete the development, use and sale of the product; and
· expenditure attributable to the product can be reliably measured.
Development costs are currently charged against income as incurred since the criteria for their recognition as an asset are not met.
(g) Lease payments
Rentals payable under operating leases, which are leases where the lessor retains a significant proportion of the risks and rewards of the underlying asset, are charged in the consolidated statement of comprehensive income on a straight-line basis over the expected lease term.
Lease incentives received are recognised as an integral part of the total lease expense over the term of the lease.
(h) Finance income
Finance income comprises interest income on funds invested. Interest income is recognised as interest accrues using the effective interest rate method.
(i) Income tax
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the consolidated statement of comprehensive income except to the extent that it relates to items recognised directly in equity or in other comprehensive income.
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to, the tax authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.
Deferred income tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements with the following exceptions:
· where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination, that at the time of the transaction affects neither accounting nor taxable profit nor loss; and
· in respect of taxable temporary differences associated with investments in subsidiaries where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred income tax assets and liabilities are measured on an undiscounted basis using the tax rates and tax laws that have been enacted or substantially enacted by the date and which are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available against which differences can be utilised. An asset is not recognised to the extent that the transfer of economic benefits in the future is uncertain.
(j) Tangible fixed assets
Property, plant and equipment assets are recognised initially at cost. After initial recognition, these assets are carried at cost less any accumulated depreciation and any accumulated impairment losses. Cost comprises the aggregate amount paid and the fair value of any other consideration given to acquire the asset and includes costs directly attributable to making the asset capable of operating as intended.
Depreciation is computed by allocating the depreciable amount of an asset on a systematic basis over its useful life and is applied separately to each identifiable component.
The following bases and rates are used to depreciate classes of assets:
Building improvements - straight line over remainder of lease period
Office equipment, fixtures and fittings - straight line over three years
The carrying values of property, plant and equipment are reviewed for impairment if events or changes in circumstances indicate that the carrying value may not be recoverable, and are written down immediately to their recoverable amount. Useful lives and residual values are reviewed annually and where adjustments are required these are made prospectively.
A property, plant and equipment item is derecognised on disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the derecognition of the asset is included in the consolidated statement of comprehensive income in the period of derecognition.
(k) Intangible assets
Intangible assets acquired either as part of a business combination or from contractual or other legal rights are recognised separately from goodwill provided they are separable and their fair value can be measured reliably. This includes the costs associated with acquiring and registering patents in respect of intellectual property rights.
Where intangible assets recognised have finite lives, after initial recognition their carrying value is amortised on a straight-line basis over those lives. The nature of those intangibles recognised and their estimated useful lives are as follows:
Patents - straight line over 20 years
IP assets - straight line over five years
Software - straight line over five years
(l) Goodwill
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is not amortised but is tested annually for impairment.
(m) Impairment of assets
At each reporting date the Group reviews the carrying value of its plant, equipment, intangible assets and goodwill to determine whether there is an indication that these assets have suffered an impairment loss. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an assessment of the asset's recoverable amount.
An asset's recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash flows that are largely independent of those from other assets or groups of assets. Where the carrying value of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, an appropriate valuation model is used, these calculations corroborated by valuation multiples, or other available fair value indicators. Impairment losses on continuing operations are recognised in the consolidated statement of comprehensive income in those expense categories consistent with the function of the impaired asset.
An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the consolidated statement of comprehensive income unless the asset is carried at its revalued amount, in which case the reversal is treated as a valuation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset's revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.
The carrying values of plant, equipment, intangible assets and goodwill as at the reporting date have not been subjected to impairment charges.
(n) Investments in subsidiaries
Investments in subsidiaries are stated in the Company statement of financial position at cost less provision for any impairment.
(o) Trade and other receivables
Trade receivables, which generally have 30 to 60 day terms, are recognised and carried at the lower of their original invoiced value and recoverable amount. The time value of money is not material.
Provision is made when there is objective evidence that the Group will not be able to recover balances in full. Significant financial difficulties faced by the customer, probability that the customer will enter bankruptcy or financial reorganisation and default in payments are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying value of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the consolidated statement of comprehensive income within administrative expenses.
When a trade receivable is uncollectable, it is written off against the allowance account for trade receivables.
(p) Cash, cash equivalents, short-term investments and cash on deposit
Cash and cash equivalents comprise cash at hand and deposits with maturities of three months or less. Short-term investments and cash on deposit comprise deposits with maturities of more than three months, but no greater than 12 months.
(q) Trade and other payables
Trade and other payables are non-interest bearing and are initially recognised at fair value. They are subsequently measured at amortised cost using the effective interest rate method.
(r) Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
The expense relating to any provision is presented in the consolidated statement of comprehensive income, net of any expected reimbursement, but only where recoverability of such reimbursement is virtually certain.
Provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risk specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
There were no provisions at 31 July 2017 (2016: nil).
(s) Financial assets and liabilities
Financial assets and liabilities are recognised when the Group becomes party to the contracts that give rise to them and are classified as financial assets and liabilities at fair value through the consolidated statement of comprehensive income. The Group determines the classification of its financial assets and liabilities at initial recognition and re-evaluates this designation at each financial year end.
A financial asset or liability is generally derecognised when the contract that gives rise to it is settled, sold, cancelled or expires.
At the year end, the Group had no financial assets or liabilities designated at fair value through the consolidated statement of comprehensive income (2016: £nil).
(t) Classification of financial instruments issued by the Group
Following the adoption of IAS 32 financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions:
· they include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Group; and
· where the instrument will or may be settled in the Company's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Company's own equity instruments or is a derivative that will be settled by the Company's exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Company's own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares.
(u) Share capital
Proceeds on issue of shares are included in shareholders' equity, net of transaction costs. The carrying amount is not remeasured in subsequent years.
(v) Share-based payments
Equity-settled share-based payment transactions are measured with reference to the fair value at the date of grant, recognised on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest. Fair value is measured using a suitable option pricing model.
At each reporting date before vesting, the cumulative expense is calculated, representing the extent to which the vesting period has expired and management's best estimate of the achievement or otherwise of non-market conditions and the number of equity instruments that will ultimately vest. The movement in cumulative expense since the previous reporting date is recognised in the consolidated statement of comprehensive income, with a corresponding entry in equity.
Where the terms of an equity-settled award are modified or a new award is designated as replacing a cancelled or settled award, the cost based on the original award terms continues to be recognised over the original vesting period. In addition, an expense is recognised over the remainder of the new vesting period for the incremental fair value of any modification, based on the difference between the fair value of the original award and the fair value of the modified award, both as measured on the date of the modification. No reduction is recognised if this difference is negative.
Where awards are granted to the employees of a subsidiary company, the fair value of the awards at grant date is recorded in the Company's financial statements as an increase in the value of the investment with a corresponding increase in equity via the share-based payment reserve.
(w) Defined contribution pension scheme
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The amounts charged against profits represent the contributions payable to the scheme in respect of the accounting period.
(x) New accounting standards and interpretations
A number of new standards, amendments to standards and interpretations have been endorsed by the EU and are effective for annual periods commencing on or after 1 January 2017 or ending 31 July 2018 or thereafter and have not been applied in preparing these consolidated financial statements and those that are relevant to the Group are summarised below. None of these are expected to have a significant effect on the consolidated financial statements of the Group in the period of initial application.
The following standards and interpretations have an effective date after the date of these financial statements.
EU effective date |
|
IFRS 9 Financial Instruments |
1 January 2018 |
IFRS 15 Revenue from Contracts with Customers |
1 January 2018 |
Effective date of IFRS 15 - Amendment to IFRS 15 |
1 January 2018 |
Accounting for Acquisitions of Interests in Joint Operations - Amendment to IFRS 11 |
1 January 2016 |
Clarification of Acceptable Methods of Depreciation and Amortisation - Amendments to IAS 16 and IAS 38 |
1 January 2016 |
Equity Method in Separate Financial Statements - Amendments to IAS 27 |
1 January 2016 |
Annual Improvements to IFRS - 2012-2014 Cycle |
1 January 2016 |
Investment Entities: Applying the Consolidation Exception - Amendments to IFRS 10, IFRS 12 and IAS 28 |
1 January 2016 |
Disclosure Initiative - Amendment to IAS 1 |
1 January 2016 |
Amendments to IFRS 4: Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts |
To be confirmed |
4. Acquisitions of businesses
Acquisition of subsidiary
On 1 March 2016, the Group acquired all of the ordinary shares in Adorial Limited together with its subsidiaries for a consideration of £1,670,700, of which £1,598,700 was satisfied by the issue of 1,508,207 ordinary shares at a price of 106 pence, being a 3% premium to the closing price of a C4XD share on 29 February 2016, and £72,000 in cash. The privately held company has a key proprietary genetic technology platform, Taxonomy3®, for the identification of novel drug targets.
In the five months to 31 July 2016 the subsidiary contributed a pre-tax loss of £75,000 to the consolidated pre-tax loss for the year. If the acquisition had occurred on 1 August 2015, Group revenue would have been unchanged, as Adorial currently has no revenue, and the pre-tax loss would have been an estimated £75,000 higher than currently shown. In determining these amounts, management has assumed that the fair value adjustments that arose on the date of acquisition would have been the same if the acquisition occurred on 1 August 2015.
Effect of acquisition
The acquisition had the following effect on the Group's assets and liabilities at 31 July 2016.
Recognised values on acquisition £000 |
|
Acquiree's net assets at the acquisition date |
|
Intangible assets - IP assets |
600 |
Trade and other receivables |
1 |
Cash and cash equivalents |
5 |
Trade and other payables |
(127) |
Net identifiable assets and liabilities |
479 |
Consideration paid |
|
Cash |
72 |
Equity issued - see above |
1,599 |
Total consideration |
1,671 |
Goodwill |
1,192 |
Goodwill has arisen on the acquisition due to the excess of the consideration paid over the net assets acquired.
The Group incurred acquisition-related professional fees of £68,000, which were included in administrative expenses in the Group's consolidated statement of comprehensive income in the prior year.
5. Segmental information
Operating segments
At 31 July 2017 the Group operated as one segment, being the provision of new technologies to improve the drug discovery process for novel small molecule therapies. This is the level at which operating results are reviewed by the chief operating decision maker (i.e. the CEO) to make decisions about resources, and for which financial information is available. All revenues have been generated from continuing operations and are from external customers.
31 July 2017 £000 |
31 July 2016 £000 |
|
Analysis of revenue |
||
Amounts earned under joint development agreements |
143 |
279 |
143 |
279 |
|
Included within amounts earned under joint development agreements is revenue from one material customer of £130,000 (2016: two material customers of £128,000 and £106,000 respectively).
The Group operates in two main geographic areas, although both are managed in the UK. The Group's revenue per geographical segment based on the customer's location is as follows:
31 July 2017 £000 |
31 July 2016 £000 |
|
Revenue |
||
UK |
143 |
151 |
Europe (excluding UK) |
- |
128 |
143 |
279 |
All the Group's assets are held in the UK and all of its capital expenditure arises in the UK.
6. Operating loss
The Group |
31 July 2017 £000 |
31 July 2016 £000 |
Operating loss is stated after charging/(crediting): |
||
Depreciation of property, plant and equipment (see note 11) |
44 |
33 |
Amortisation of intangible assets (see note 12) |
135 |
55 |
Research and development expense* |
6,100 |
5,239 |
Cost of inventories recognised as an expense (included in cost of sales) |
3 |
12 |
Grant income |
(117) |
(65) |
Operating lease rentals: |
||
Land and buildings |
201 |
62 |
Auditors' remuneration |
||
Audit services: |
||
- Fees payable to Company auditors for the audit of the parent and the consolidated accounts |
35 |
25 |
Fees payable in respect of the audit of subsidiary companies: |
||
- Auditing the accounts of subsidiaries pursuant to legislation |
15 |
25 |
- Other services |
6 |
4 |
Total auditors' remuneration |
56 |
54 |
* Included within research and development expense are staff costs totalling £2,286,000 (2016: £1,535,000) also included in note 7.
7. Staff costs and numbers
31 July 2017 £000 |
31 July 2016 £000 |
|
Wages and salaries |
2,605 |
1,784 |
Social security costs |
351 |
206 |
Pension contributions |
213 |
101 |
Share-based payments |
150 |
59 |
|
3,319 |
2,150 |
Directors' remuneration (including benefits in kind) included in the aggregate remuneration above comprised: |
||
Emoluments for qualifying services |
460 |
468 |
Directors' emoluments (excluding social security costs, but including benefits in kind) disclosed above include £174,000 paid to the highest paid Director (2016: £297,000). An analysis of the highest paid Director's remuneration is included in the Directors' remuneration report.
Retirement benefits are accruing to two Directors (2016: four Directors).
The average number of employees during the year (including Directors) was as follows:
The Group |
31 July 2017 Number |
31 July 2016 Number |
Directors |
6 |
4 |
Technological staff |
30 |
23 |
Administrative staff |
6 |
1 |
42 |
28 |
8. Finance income and expense
The Group |
31 July 2017 £000 |
31 July 2016 £000 |
Finance income |
||
Bank interest receivable |
3 |
32 |
3 |
32 |
Bank interest receivable includes £nil (2016: £nil), which is receivable after the year end.
9. Income tax
The tax credit is made up as follows:
The Group |
31 July 2017 £000 |
31 July 2016 £000 |
Current income tax |
||
UK corporation tax losses in the year |
- |
- |
Research and development income tax credit receivable |
(1,700) |
(1,400) |
Adjustment in respect of prior years |
(8) |
(36) |
Total current income tax |
(1,708) |
(1,436) |
The tax assessed for the year varies from the standard rate of corporation tax as explained below:
The Group |
31 July 2017 £000 |
31 July 2016 £000 |
Loss on ordinary activities before taxation |
(8,490) |
(6,757) |
Tax at standard rate of 19.67% (2016: 20.67%) |
(1,670) |
(1,351) |
Effects of: |
||
Expenses not deductible for tax purposes |
27 |
25 |
Movement in unprovided deferred tax |
- |
(12) |
Surrender of research and development relief for repayable tax credit |
1,003 |
835 |
Research and development tax credit receivable |
(1,700) |
(1,400) |
Share options exercised (CTA 2009 Pt 12 deduction) |
(142) |
- |
Tax losses carried forward |
782 |
503 |
Adjustment in respect of prior years |
(8) |
(36) |
Tax credit in income statement |
(1,708) |
(1,436) |
Reductions in the main rate of corporation tax from 20% to 19% (effective from 1 April 2017) and to 18% (effective 1 April 2020) were substantively enacted on 26 October 2015.
An additional reduction to 17% (effective 1 April 2020) was substantively enacted on 6 September 2016. This will reduce the Group's future tax charge accordingly.
The Group has accumulated losses available to carry forward against future trading profits. The estimated value of the deferred tax asset, measured at a standard rate of 17% (2016: 18%) is £1,425,000 (2016: £830,000), of which £nil (2016: £nil) has been recognised. Remaining tax losses have not been recognised as an asset as it is not probable that future taxable profits will be available against which the unused tax losses can be utilised.
The Group also has a deferred tax liability being accelerated capital allowances, for which the tax, measured at a standard rate of 17% (2016: 18%), is £30,000 (2016: £32,000).
The Group has a deferred tax asset for share-based payments, for which the tax, measured at a standard rate of 17% (2016: 18%), is £44,000 (2016: £20,000).
The net deferred tax asset of £14,000 has not been recognised (2016: the net deferred tax liability of £12,000 was not recognised as it was covered by accumulated tax losses).
10. Earnings per share
The Group |
31 July 2017 £000 |
31 July 2016 £000 |
Loss for the financial year attributable to equity shareholders |
(6,782) |
(5,321) |
Weighted average number of shares |
||
Ordinary shares in issue |
40,171,732 |
31,616,625 |
Basic loss per share (pence) |
(16.88) |
(16.83) |
Diluted loss per share has not been presented above as the effect of share options issued is anti-dilutive.
11. Property, plant and equipment
The Group |
Office equipment, fixtures and fittings £000 |
Building improvements £000 |
Total £000 |
Cost: |
|||
At 31 July 2015 |
91 |
38 |
129 |
Additions |
42 |
- |
42 |
At 31 July 2016 |
133 |
38 |
171 |
Additions |
40 |
- |
40 |
At 31 July 2017 |
173 |
38 |
211 |
Depreciation: |
|||
At 31 July 2015 |
41 |
3 |
44 |
Provided during the year |
25 |
8 |
33 |
At 31 July 2016 |
66 |
11 |
77 |
Provided during the year |
36 |
8 |
44 |
At 31 July 2017 |
102 |
19 |
121 |
Net book value: |
|||
At 31 July 2017 |
71 |
19 |
90 |
At 31 July 2016 |
67 |
27 |
94 |
The Company has no property, plant and equipment.
12. Intangible assets
The Group |
Patents £000 |
IP assets £000 |
Software £000 |
Total £000 |
Cost: |
||||
At 31 July 2015 |
87 |
- |
- |
87 |
Additions |
- |
- |
50 |
50 |
Additions - acquisition through business combinations |
- |
600 |
- |
600 |
At 31 July 2016 |
87 |
600 |
50 |
737 |
Additions |
51 |
- |
- |
51 |
At 31 July 2017 |
138 |
600 |
50 |
788 |
Amortisation: |
||||
At 31 July 2015 |
28 |
- |
- |
28 |
Provided during the year |
5 |
50 |
- |
55 |
At 31 July 2016 |
33 |
50 |
- |
83 |
Provided during the year |
5 |
120 |
10 |
135 |
At 31 July 2017 |
38 |
170 |
10 |
218 |
Net book value: |
||||
At 31 July 2017 |
100 |
430 |
40 |
570 |
At 31 July 2016 |
54 |
550 |
50 |
654 |
Patents are amortised on a straight-line basis over 20 years. Amortisation provided during the period is recognised in administrative expenses. The Group does not believe that any of its patents in isolation is material to the business.
IP assets and software are amortised on a straight-line basis over five years. Amortisation provided during the period is recognised in administrative expenses.
The recoverable amount of the combined value of intangible assets and goodwill exceeds the carrying value by 139%. The key assumptions considered most sensitive for the value-in-use calculations are those regarding the discount rate applied to the net present value calculations, the success rates of the project and the total expected licence value. Management has used a conservative discount rate of 25%. Due to the headroom which exists between the recoverable amount and the carrying value, there is no reasonable possible change in these assumptions that would cause the carrying value to exceed its recoverable amount.
The Company has no intangible assets.
13. Goodwill
The Group |
Purchased goodwill £000 |
Total £000 |
Cost: |
||
At 31 July 2015 |
- |
- |
Purchase of Adorial |
1,192 |
1,192 |
At 31 July 2016 and 31 July 2017 |
1,192 |
1,192 |
Impairment: |
||
At 31 July 2015 |
- |
- |
Provided during the year |
- |
- |
At 31 July 2016 |
- |
- |
Provided during the year |
- |
- |
At 31 July 2017 |
- |
- |
Net book value: |
||
At 31 July 2017 |
1,192 |
1,192 |
At 31 July 2016 |
1,192 |
1,192 |
The goodwill which originated in the prior period is explained in note 4. Goodwill is allocated to one cash-generating unit being that described in note 5. The value at which goodwill is carried is reviewed annually. No impairment charge was provided during the period.
The recoverable amount of the combined value of intangible assets and goodwill exceeds the carrying value by 139%. The key assumptions considered most sensitive for the value-in-use calculations are those regarding the discount rate applied to the net present value calculations, the success rates of the project and the total expected licence value. Management has used a conservative discount rate of 25%. Due to the headroom which exists between the recoverable amount and the carrying value, there is no reasonable possible change in these assumptions that would cause the carrying value to exceed its recoverable amount.
The Company has no goodwill.
14. Investment in subsidiaries
The Company |
Shares £000 |
Loans £000 |
Total £000 |
At 31 July 2016 |
1,871 |
81 |
1,952 |
Increase in respect of share-based payments |
- |
150 |
150 |
At 31 July 2017 |
1,871 |
231 |
2,102 |
By subsidiary |
|||
C4X Discovery Limited |
200 |
231 |
431 |
C4X Drug Discovery Limited |
- |
- |
- |
Adorial Limited |
1,671 |
- |
1,671 |
At 31 July 2017 |
1,871 |
231 |
2,102 |
Subsidiary undertakings |
Country of incorporation |
Principal activity |
Class of shares held |
31 July 2017 |
C4X Discovery Limited |
England and Wales |
Research and development |
Ordinary |
100% |
C4X Drug Discovery Limited |
England and Wales |
Dormant company |
Ordinary |
100% |
Adorial Limited |
England and Wales |
Drug discovery |
Ordinary |
100% |
Adorial Technologies Limited |
England and Wales |
Research and development |
Ordinary |
100% |
Adorial Pharma Limited |
England and Wales |
Research and development |
Ordinary |
100% |
15. Trade and other receivables
31 July 2017 Group £000 |
31 July 2017 Company £000 |
31 July 2016 Group £000 |
31 July 2016 Company £000 |
|
Trade receivables |
85 |
- |
39 |
- |
Prepayments |
200 |
- |
145 |
- |
Inter-company short-term loan to subsidiary |
- |
23,462 |
- |
12,075 |
Other receivables |
263 |
- |
245 |
- |
548 |
23,462 |
429 |
12,075 |
The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.
All trade receivables are denominated in Sterling.
There are no formal terms for the repayment of inter-company loans, none of which bear interest and all of which are repayable on demand.
Other receivables include £199,000 VAT receivable (2016: £243,000).
16. Income tax asset
31 July 2017 Group £000 |
31 July 2017 Company £000 |
31 July 2016 Group £000 |
31 July 2016 Company £000 |
|
Research and development income tax credit receivable |
1,700 |
- |
1,400 |
- |
1,700 |
- |
1,400 |
- |
|
17. Cash, cash equivalents and deposits
31 July 2017 Group £000 |
31 July 2017 Company £000 |
31 July 2016 Group £000 |
31 July 2016 Company £000 |
|
Cash and cash equivalents |
6,031 |
1 |
1,328 |
1 |
6,031 |
1 |
1,328 |
1 |
|
Cash and cash equivalents at 31 July 2017 include deposits with original maturity of three months or less of £nil (2016: £nil).
An analysis of cash, cash equivalents and deposits by denominated currency is given in note 25.
18. Trade and other payables
31 July 2017 Group £000 |
31 July 2017 Company £000 |
31 July 2016 Group £000 |
31 July 2016 Company £000 |
|
Current payables |
700 |
- |
392 |
- |
Other payables |
101 |
- |
116 |
- |
Deferred revenue |
- |
- |
83 |
- |
Accruals |
270 |
- |
201 |
- |
1,071 |
- |
792 |
- |
19. Issued equity capital
The Company |
Deferred shares Number |
Ordinary shares Number |
A ordinary shares Number |
Share capital £000 |
Deferred shares £000 |
Share premium £000 |
Total £000 |
Allotted, called up and fully paid shares: |
|||||||
As at 31 July 2015 |
2,025,000 |
30,988,550 |
- |
310 |
2,025 |
10,013 |
12,348 |
Issue of share capital |
- |
1,508,207 |
- |
15 |
- |
1,584 |
1,599 |
Ordinary and deferred shares as at 31 July 2016 |
2,025,000 |
32,496,757 |
- |
325 |
2,025 |
11,597 |
13,947 |
Issue of share capital |
- |
14,058,330 |
- |
140 |
- |
11,939 |
12,079 |
Expenses of placing |
- |
- |
- |
- |
- |
(692) |
(692) |
Ordinary and deferred shares as at 31 July 2017 |
2,025,000 |
46,555,087 |
- |
465 |
2,025 |
22,844 |
25,334 |
The Group |
Share capital £000 |
Deferred shares £000 |
Share premium £000 |
Total £000 |
Allotted, called up and fully paid ordinary shares of 1 pence: |
||||
As at 31 July 2015 |
310 |
2,025 |
10,013 |
12,348 |
Issue of share capital |
15 |
- |
1,584 |
1,599 |
As at 31 July 2016 |
325 |
2,025 |
11,597 |
13,947 |
Issue of share capital |
140 |
- |
11,939 |
12,079 |
Expenses of placing |
- |
- |
(692) |
(692) |
Ordinary and deferred shares as at 31 July 2017 |
465 |
2,025 |
22,844 |
25,334 |
On 1 March 2016, together with £72,000 cash, 1,508,207 shares were issued at a price of 106 pence, being a 3% premium to the closing mid-market price of a C4XD share on 29 February 2016, for the purpose of acquiring the whole of the share capital of Adorial Limited and its subsidiaries.
On 6 September 2016 4,901,961 shares were issued in a placing at a price of 102 pence resulting in share proceeds of £5,000,000. Share issue costs of £285,000 were incurred and have been deducted from share premium.
On 14 March 2017 8,235,294 shares were issued in a placing at a price of 85 pence resulting in share proceeds of £7,000,000. Share issue costs of £407,000 were incurred and have been deducted from share premium.
On 8 June 2017 34,200 ordinary shares were issued in satisfaction of loans made to Adorial Limited by its then directors, now employees of C4XD. The share price on the day of issue was 87 pence.
On 8 June 2017 886,875 ordinary shares were issued on exercise of options originally granted on 27 May 2014 at 5.58 pence per share.
The deferred shares of £1 carry no right to participate in dividends in respect of any financial year, until there shall have been paid to the holders of the ordinary shares £1 per ordinary share in respect of the relevant financial year, subject thereto, the deferred shares and the ordinary shares shall rank equally in respect of any further dividends in respect of the relevant financial year as if they constituted one class of share.
20. Share-based payment reserve
The Group |
£000 |
At 31 July 2015 |
51 |
Share-based payments |
59 |
At 31 July 2016 |
110 |
Share-based payments |
150 |
At 31 July 2017 |
260 |
The Company |
£000 |
At 31 July 2015 |
22 |
Share-based payments |
59 |
At 31 July 2016 |
81 |
Share-based payments |
150 |
At 31 July 2017 |
231 |
The share-based payment reserve accumulates the corresponding credit entry in respect of share-based payment charges. Movements in the reserve are disclosed in the consolidated statement of changes in equity.
A charge of £150,000 has been recognised in the consolidated statement of comprehensive income for the year (2016: £59,000).
Share option schemes
The Group operates the following share option schemes, all of which are operated as Enterprise Management Incentive ("EMI") schemes in so far as the share options being issued meet the EMI criteria as defined by HM Revenue & Customs. Share options issued that do not meet EMI criteria are issued as unapproved share options, but are subject to the same exercise performance conditions.
C4X Discovery Holdings plc Long Term Incentive Plan ("LTIP")
Grant in September 2009
Share options were granted to a staff member on 29 September 2009. The options granted are exercisable in the event of the listing of the Company, its acquisition or at the absolute discretion of the Board. The exercise price was set at 2.05 pence (the original exercise price of £22.00 was adjusted for a subdivision of 1,075 share options in C4X Discovery Holdings plc for each share option originally held in C4X Discovery Limited), being the estimated fair value of the shares on the day preceding the issue of the share options. The fair value benefit is measured using a Black Scholes model, taking into account the terms and conditions upon which the share options were issued.
Grant in August 2012
Share options were granted to staff on 28 August 2012. The options granted are exercisable in the event of the listing of the Company, its acquisition or at the absolute discretion of the Board. The exercise price was set at 5.58 pence (the original exercise price of £60.00 was adjusted for a subdivision of 1,075 share options in C4X Discovery Holdings plc for each share option originally held in C4X Discovery Limited), being the estimated fair value of the shares on the day preceding the issue of the share options. The fair value benefit is measured using a Black Scholes model, taking into account the terms and conditions upon which the share options were issued.
Grant in July 2013
Share options were granted to staff on 4 July 2013. The options granted are exercisable in the event of the listing of the Company, its acquisition or at the absolute discretion of the Board. The exercise price was set at 5.58 pence (the original exercise price of £60.00 was adjusted for a subdivision of 1,075 share options in C4X Discovery Holdings plc for each share option originally held in C4X Discovery Limited), being the estimated fair value of the shares on the day preceding the issue of the share options. The fair value benefit is measured using a Black Scholes model, taking into account the terms and conditions upon which the share options were issued.
Grant in May 2014
Share options were granted to staff on 27 May 2014. The options granted are exercisable in the event of the listing of the Company, its acquisition or at the absolute discretion of the Board. The exercise price was set at 5.58 pence (the original exercise price of £60.00 was adjusted for a subdivision of 1,075 share options in C4X Discovery Holdings plc for each share option originally held in C4X Discovery Limited), being the estimated fair value of the shares on the day preceding the issue of the share options. The fair value benefit is measured using a Black Scholes model, taking into account the terms and conditions upon which the share options were issued.
Grant in June 2015
Share options were granted to staff and Directors on 8 June 2015. The options granted are exercisable at any time between three years and ten years of them being granted. There are no performance criteria attached to the options. The exercise price was set at 100.0 pence, being the price at which shares were placed in the IPO in October 2014. The fair value benefit is measured using a Black Scholes model, taking into account the terms and conditions upon which the share options were issued.
Grant in December 2015
Share options were granted to a Director on 8 December 2015. The options granted are exercisable, subject to meeting certain performance criteria, at any time between three years and ten years of them being granted. The exercise price was set at 77 pence, being the average of the mid-market closing price over the three days prior to 8 December 2015. The fair value benefit is measured using a Black Scholes model, taking into account the terms and conditions upon which the share options were issued.
Grant in November 2016
Share options were granted to staff and a Director on 23 November 2016. The options granted are exercisable, at any time between three years and ten years of them being granted. The exercise price was set at 105 pence, being the average of the mid-market closing price over the three days prior to 23 November 2016. The fair value benefit is measured using a Black Scholes model, taking into account the terms and conditions upon which the share options were issued.
Grant in February 2017
Share options were granted to staff and a Director on 1 February 2017. The options granted are exercisable, at any time between three years and ten years of them being granted. The exercise price was set at 91 pence, being the average of the mid-market closing price over the three days prior to 1 February 2017. The fair value benefit is measured using a Black Scholes model, taking into account the terms and conditions upon which the share options were issued.
Grant in May 2017
Share options were granted to staff on 17 May 2017. The options granted are exercisable, at any time between three years and ten years of them being granted. The exercise price was set at 90 pence, being the average of the mid-market closing price over the three days prior to 17 May 2017. The fair value benefit is measured using a Black Scholes model, taking into account the terms and conditions upon which the share options were issued.
Share options are awarded to management and key staff as a mechanism for attracting and retaining key members of staff. The options are granted at no lower than either: (i) market price on the day preceding grant; or (ii) in the event of abnormal price movements at an average market price for the week preceding grant date. Options may be granted at prices higher than the market price on the day preceding grant where the Board believes it is appropriate to do so. These options vest over a three year period from the date of grant and are exercisable until the tenth anniversary of the award. Exercise of the award is subject to the employee remaining a full-time member of staff at the point of exercise. The fair value benefit is measured using a binomial valuation model, taking into account the terms and conditions upon which the share options were issued.
The following tables illustrate the number and weighted average exercise prices of, and movements in, share options during the year.
The Group and Company |
2017 Number |
2016 Number |
Outstanding at 1 August |
2,657,325 |
2,177,325 |
Granted during the year |
1,802,464 |
500,000 |
Exercised during the year |
(886,875) |
- |
Lapsed/cancelled |
(387,500) |
(20,000) |
Outstanding at 31 July |
3,185,414 |
2,657,325 |
Exercisable at 31 July |
812,700 |
1,699,575 |
During the year ended 31 July 2017, 886,875 options were exercised (2016: nil).
Weighted average exercise price of options
The Group and Company |
2017 Pence |
2016 Pence |
Outstanding at 1 August |
32.33 |
22.55 |
Granted during the year |
99.36 |
77.00 |
Exercised during the year |
5.58 |
- |
Forfeited/cancelled |
77.00 |
83.50 |
Outstanding at 31 July |
75.67 |
32.33 |
The weighted average fair value of options granted during the year to 31 July 2017 was 99.36 pence (2016: 77.00 pence). The range of exercise prices for options outstanding at the end of the year was 2.05 pence-105.00 pence (2016: 2.05 pence-83.50 pence).
For the share options outstanding as at 31 July 2017, the weighted average remaining contractual life is 8.1 years (2016: 7.8 yearsf).
During the year ended 31 July 2017, 886,875 options were exercised (2016: none).
The following table lists the inputs to the models used for the years ended 31 July 2017 and 31 July 2016.
The Group and Company |
2017 |
2016 |
Expected volatility (%) |
52.5% |
52.5% |
Risk-free interest rate (%) |
0.44%-1.00% |
0.78%-1.75% |
Expected life of options (year's average) |
3 years |
3 years |
Weighted average exercise price (pence) |
5.58 |
n/a |
Weighted average share price at date of grant (pence) |
99.36 |
77.00 |
The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.
No other features of options granted were incorporated into the measurement of fair value.
21. Merger reserve
The Group |
£000 |
As at 31 July 2015, 31 July 2016 and 31 July 2017 |
920 |
The merger reserve arises as a result of the reverse acquisition requirements of IFRS 3, meaning the consolidated accounts are presented as a continuation of the C4X Discovery Limited accounts along with the share capital structure of the legal parent company (C4X Discovery Holdings plc).
22. Capital contribution reserve
The Group |
£000 |
At 31 July 2015, 31 July 2016 and 31 July 2017 |
195 |
23. Revenue reserve
The Group |
£000 |
At 31 July 2015 |
(5,546) |
Loss for the year |
(5,321) |
At 31 July 2016 |
(10,867) |
Loss for the year |
(6,782) |
At 31 July 2017 |
(17,649) |
24. Commitments
Operating lease commitments
The Group leases premises under non-cancellable operating lease agreements. The future aggregate minimum lease and service charge payments under non-cancellable operating leases are as follows:
31 July 2017 Group £000 |
31 July 2016 Group £000 |
|
Land and buildings: |
||
Not later than one year |
150 |
62 |
After one year but not more than five years |
143 |
119 |
After five years |
- |
- |
293 |
181 |
25. Financial risk management
Overview
This note presents information about the Group's exposure to various kinds of financial risks, the Group's objectives, policies and processes for measuring and managing risk, and the Group's management of capital.
The Board has overall responsibility for the establishment and oversight of the Group's risk management framework. The Executive Directors report regularly to the Board on Group risk management.
Capital risk management
The Group reviews its forecast capital requirements on a half-yearly basis to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders.
The capital structure of the Group consists of equity attributable to equity holders of the parent, comprising issued share capital, reserves and retained earnings as disclosed in notes 19 to 23 and in the Group consolidated statement of changes in equity. Total equity was £9,060,000 at 31 July 2017 (£4,305,000 at 31 July 2016).
The Group is not subject to externally imposed capital requirements.
Liquidity risk
The Group's approach to managing liquidity is to ensure that, as far as possible, it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.
The Group manages all of its external bank relationships centrally in accordance with defined treasury policies. The policies include the minimum acceptable credit rating of relationship banks and financial transaction authority limits. Any material change to the Group's principal banking facility requires Board approval. The Group seeks to mitigate the risk of bank failure by ensuring that it maintains relationships with a number of investment grade banks.
At the reporting date the Group was cash positive with no outstanding borrowings.
Categorisation of financial instruments
Financial assets/(liabilities) |
Loans and receivables £000 |
Financial liabilities at amortised cost £000 |
Group £000 |
Company £000 |
31 July 2017 |
||||
Trade receivables |
85 |
- |
85 |
- |
Inter-company short-term loan to subsidiary |
- |
- |
- |
23,462 |
Cash, cash equivalents and deposits |
6,031 |
- |
6,031 |
1 |
Trade and other payables* |
- |
(801) |
(801) |
- |
6,116 |
(801) |
5,315 |
23,463 |
Financial assets/(liabilities) |
Loans and receivables £000 |
Financial liabilities £000 |
Group £000 |
Company £000 |
31 July 2016 |
||||
Trade receivables |
39 |
- |
39 |
- |
Inter-company short-term loan to subsidiary |
- |
- |
- |
12,075 |
Cash, cash equivalents and deposits |
1,328 |
- |
1,328 |
- |
Trade and other payables* |
- |
(591) |
(591) |
- |
1,367 |
(591) |
776 |
12,075 |
* Excluding accruals.
The values disclosed in the above table are carrying values. The Board considers that the carrying amount of financial assets and liabilities approximates to their fair value.
The main risks arising from the Group's financial instruments are credit risk and foreign currency risk. The Board of Directors reviews and agrees policies for managing each of these risks which are summarised below.
Credit risk
The Group's principal financial assets are cash, cash equivalents and deposits. The Group seeks to limit the level of credit risk on the cash balances by only depositing surplus liquid funds with multiple counterparty banks that have investment grade credit ratings.
The Group trades only with recognised, creditworthy third parties. Receivable balances are monitored on an ongoing basis with the result that the Group's exposure to bad debts is not significant. The Group's maximum exposure is the carrying amount of trade receivables as disclosed in note 15, which was neither past due nor impaired. All trade receivables are ultimately overseen by the Chief Executive Officer and are managed on a day-to-day basis by the finance team. Credit limits are set as deemed appropriate for the customer.
The maximum exposure to credit risk in relation to cash, cash equivalents and deposits is the carrying value at the balance sheet date.
Foreign currency risk
The Group is exposed to currency risk on sales and purchases that are denominated in a currency other than the respective functional currency of the Group. These are primarily US Dollars ("USD") and Euros. Transactions outside of these currencies are limited.
The Group may use forward exchange contracts as an economic hedge against currency risk, where cash flow can be judged with reasonable certainty. Foreign exchange swaps and options may be used to hedge foreign currency receipts in the event that the timing of the receipt is less certain.
There were no open forward contracts as at 31 July 2017 or at 31 July 2016 and the Group did not enter into any such contracts during 2017 nor 2016.
The split of Group assets between Sterling and other currencies at the year end is analysed as follows:
The Group |
GBP £000 |
USD £000 |
EUR £000 |
2017 Total £000 |
GBP £000 |
USD £000 |
EUR £000 |
2016 Total £000 |
Cash, cash equivalents and deposits |
5,986 |
40 |
5 |
6,031 |
1,328 |
- |
- |
1,328 |
Trade receivables |
85 |
- |
- |
85 |
39 |
- |
- |
39 |
Trade payables |
(629) |
(20) |
(51) |
(700) |
(378) |
(12) |
(2) |
(392) |
5,442 |
20 |
(46) |
5,416 |
989 |
(12) |
(2) |
975 |
Sensitivity analysis to movement in exchange rates
Given the immaterial net payable balances in foreign currency, the exposure to a change in exchange rate is negligible.
Interest rate risk
As the Group has no borrowings the risk is limited to the reduction of interest received on cash surpluses held at bank which receive a floating rate of interest. The principal impact to the Group is the result of interest-bearing cash and cash equivalent balances held as set out below:
The Group |
31 July 2017 |
31 July 2016 |
|||||
Fixed rate £000 |
Floating rate £000 |
Total £000 |
Fixed rate £000 |
Floating rate £000 |
Total £000 |
||
- |
6,031 |
6,031 |
- |
1,328 |
1,328 |
||
Cash, cash equivalents and deposits |
|||||||
The Company |
|||||||
Cash, cash equivalents and deposits |
- |
1 |
1 |
- |
1 |
1 |
As the majority of cash and cash equivalents are held on floating deposit and the overall level of interest rates is low, the exposure to interest rate movements is immaterial.
Maturity profile
Set out below is the maturity profile of the Group's financial liabilities at 31 July 2017 based on contractual undiscounted payments including contractual interest.
2017 |
Less than one year £000 |
One to five years £000 |
Total £000 |
Financial liabilities |
|||
Trade and other payables* |
801 |
- |
801 |
801 |
- |
801 |
2016 |
Less than one year £000 |
One to five years £000 |
Total £000 |
Financial liabilities |
|||
Trade and other payables* |
591 |
- |
591 |
591 |
- |
591 |
* Excluding accruals. Trade and other payables are due within three months.
The Directors consider that the carrying amount of the financial liabilities approximates to their fair value.
As all financial assets are expected to mature within the next 12 months an aged analysis of financial assets has not been presented.
26. Related party transactions
During the year, shareholder Aquarius Equity Partners Limited charged the Group £15,450 (2016: £15,450) for monitoring fees and were owed £1,545 at 31 July 2017 (2016: £1,545).
During the year, The Aquarius IV Fund LLP, a fund managed by shareholder Aquarius Equity Partners Limited, held 2,025,000 deferred shares of £1 each (2016: £2,025,000).
During the year Harry Finch was paid £2,800 (2016: £11,550) in connection with services he provided as a technical consultant. No amounts were owed at the year end (2016: £nil).
The Group
There were no sales to, purchases from or, at the year end, balances with any related party.
The Company
The following table summarises inter-company balances at the year end between C4X Discovery Holdings plc and subsidiary entities:
Notes |
31 July 2017 £000 |
31 July 2016 £000 |
|
Short-term loans owed to C4X Discovery Holdings plc by |
|||
C4X Discovery Limited |
15 |
23,462 |
12,075 |
C4X Drug Discovery Limited |
- |
- |
|
Adorial Limited |
- |
- |
|
23,462 |
12,075 |
||
There are no formal terms of repayment in place for these loans and it has been confirmed by the Directors that the long-term loans will not be recalled within the next 12 months.
None of the loans is interest bearing.
27. Compensation of key management personnel (including Directors)
2017 £000 |
2016 £000 |
|
Short-term employee benefits |
1,032 |
906 |
Pension costs |
72 |
59 |
Share-based payments |
86 |
45 |
1,190 |
1,010 |