Ilika plc
("Ilika" or the "Company" or the "Group")
Financial Statements for Ilika plc and Ilika Technologies Limited
for the Year Ended 30 April 2010
Ilika (AIM:IKA), the advanced cleantech materials discovery company, today announces non-statutory financial results for Ilika plc and for Ilika Technologies Limited for the year ended 30 April 2010.
Financial highlights
§ Gross revenues £1.1 million supplemented by £0.2 million of grant income
§ Net loss of £3.1 million (2009:£1.9 million)
§ Adjusted EPS -£19.08 (2009: -£15.25)
§ Successful AIM IPO on 14 May 2010 in which Ilika plc raised £5.175 million by placing 10,147,059 Shares at 51 pence per share together with 10,147,059 Placing Warrants.
Commenting on the results Ilika's Chairman, Jack Boyer, said: "Ilika continues to make excellent progress and is rapidly developing a number of exciting partnerships, such as the announcement today of a JDP with a major vehicle manufacturer, for the development of new materials which will have a major impact on the cleantech sector's development."
"The Company's May 2010 listing served as a major endorsement by current and new investors and we see a number of excellent new opportunities for the business which we expect to deliver significant value to shareholders."
Operational highlights
§ Partnership with CeramTec for the discovery of a lead-free replacement for piezoelectric materials
§ Contract extension with Toyota for the development of new battery materials
§ Appointment of a business development agent in Japan, enlarging the deal pipeline and generating expectations of revenue growth in the coming financial year
§ Altrika, the Company's biomedical subsidiary, commenced trading, commenced sales of its CryoSkin® and MySkin® products for the treatment of burns and wounds in the UK through a specialist distributor
§ Altrika's JDP with a global blood filtration specialist progressed, with new polymers reaching advanced testing
§ Hydrogen Storage project receives further funding from the Technology Strategy Board (TSB)
Post Balance Sheet events
§ In May 2010 Ilika became the first cleantech company to list on AIM in 2010.
§ Diverso, a China-based clean technology investment company ("Diverso"), appointed to develop new business opportunities on its behalf in the People's Republic of China.
§ Agreement signed with Taiwan's premier not-for-profit R&D organisation, the Industrial Technology Research Institute ("ITRI"), to scale-up and commercialise jointly the next generation fuel cell catalysts.
§ New development project signed with the Industrial Technology Research Institute ("ITRI") in Taiwan to make use of Altrika's high throughput materials discovery capability for bio-functional polymers to support a key tissue regeneration research project.
§ Relationship with major vehicle manufacturer progressed from contractual agreement to JDP, to develop new fuel cell materials for use in the transport, stationary power and electronics sectors, as announced today.
Current trading
The current financial year has started well, with the signing of several significant contracts, including an agreement with Diverso to develop business in the People's Republic of China and a contract with ITRI in Taiwan, to scale up and commercialise the next generation of fuel cell catalysts. The Group looks forward to announcing further agreements in the near future.
The Board looks forward to reporting further progress during the coming year and beyond.
Additional information
These non statutory financial statements are for shareholder information only. There will be no Ilika plc AGM to receive these statements.
- Ends -
For more information contact:
Ilika plc Graeme Purdy, Chief Executive Steve Boydell, Finance Director
|
+44 (0) 23 80111400
|
Nomura Code Securities Limited Phil Walker / Christopher Golden
|
+44 (0) 20 7776 1200 |
Pelham Bell Pottinger Archie Berens / Olly Scott / Francesca Tuckett
|
+44 (0) 20 7861 3232
|
About Ilika
Ilika (AIM: IKA) is an advanced materials company which accelerates the discovery of new and patentable materials using its unique high throughput technologies (''HTT'') process for identified end uses in the energy, electronics and biomedical sectors. This process enables hundreds of scalable materials to be made in a single, automated operation and subsequently tested for key properties.
Traditionally, materials development has been a slow and arduous task, with manual, sequential methods used to make samples of material that are then tested for suitability. On average, it takes between seven and 10 years to move from an initial discovery through to the first commercial prototype. Experiments carried out by the Company can be executed 10 to 100 times faster than using traditional techniques.
The Company focuses on three principal sectors and has a number of active development programmes addressing markets within each sector:
Energy - developing innovative new materials for Lithium-ion batteries for vehicles for Toyota; developing high capacity hydrogen storage materials with Shell Hydrogen and Johnson Matthey through joint development programmes; developing cheaper alternatives to Platinum electrodes for use in fuel cells through a grant-funded project with the Carbon Trust; developing new materials for use in fuel cells for the transport sector for a major vehicle manufacturer; and carrying out in-house research on film photovoltaic solar cells.
Electronics - developing lead-free piezoelectric materials through a joint development programme with CeramTec; and developing phase change memory materials for high capacity memory.
Biomedical - developing polymers to enable the filtering of somatic stem cells from blood with a major global supplier of filters; it has been selling its CryoSkin® and MySkin® products for the treatment of burns and wounds in the UK through a specialist distributor and intends to commence clinical trials of its corneal bandage candidate.
The Group's commercialisation strategy is to enter into joint development or licensing agreements with large multinational companies which are seeking to commercialise products developed using the intellectual property created through jointly-funded programmes. Current commercialisation partners include large multinational companies such as Toyota, Shell, Johnson Matthey and CeramTec. The Company generates revenues from three sources: licensing and milestone payments from joint development programmes; fee for service from contract research projects; and from sales of CryoSkin® and MySkin®.
CHAIRMAN'S STATEMENT
I am pleased to present the non-statutory financial statements for the year ended 30 April 2010 for Ilika plc and for Ilika Technologies Limited, update shareholders on the Group's performance in the financial year to date and provide an introduction to our unique technology.
Ilika's materials discovery capabilities significantly reduce the long timelines traditionally required for the development of new materials. The Group's primary commercialisation strategy is to enter into joint development or licensing agreements with large multinational companies seeking to commercialise products developed using the intellectual property created through jointly funded programmes.
The Company focuses its efforts on those industrial partnerships where an end need has been identified and an addressable market in excess of $1 billion is expected to exist. Ilika aims to exploit the huge opportunities unlocked by having its materials integrated into market-leading commercial products sold worldwide.
Current commercialisation partners include large multinational companies such as Toyota, Shell, Johnson Matthey and CeramTec. Ilika generates revenues from three sources: licensing and milestone payments from joint development programmes, fees for service from contract research projects, and from sales of CryoSkin® and MySkin®.
The majority of Ilika's business is in the development of materials for the energy sector, but it is also active in the electronics and biomedical areas
Ilika's unique high throughput technology (HTT), accelerates the discovery of new and patentable materials for identified end uses in our chosen sectors. This process enables hundreds of materials to be made in a single, automated operation and subsequently tested for the necessary properties.
Experiments carried out by Ilika can be executed 10 to 100 times faster than by using conventional techniques. The production of a new material has traditionally been a slow and arduous process, taking between 7 and 10 years to move from an initial discovery through to the first commercial prototype.
Ilika's HTT process has the additional attraction of enabling materials to be rapidly scaled up for commercial application once the requisite chemical and physical properties have been achieved.
Review of the Year
The Company's corporate development has moved forward significantly in 2009-10. Major milestones achieved during the year include entering into a joint development programme with CeramTec for the discovery of novel piezoelectric materials, and a contract extension with Toyota for the development of battery materials.
In July 2009, Ilika's subsidiary, Altrika, commenced trading to manage all of the Group's biomedical products and development programmes. Altrika has been selling its CryoSkin® and MySkin® products for the treatment of burns and wounds in the UK through a specialist distributor appointed in October 2009.
People
Ilika is fortunate to benefit from a highly experienced Board of Directors, including its founder and Chief Scientific Officer, Professor Brian Hayden. Brian is one of the world's leading experts in materials science and among the most academically cited globally. During the year Ilika was privileged to have Dr. Werner Braun and Professor Sir William Wakeham on the Board. Their experience in the UK and internationally has been instrumental in supporting the Group's development. The Board was also pleased to welcome Clare Spottiswoode CBE at the time of the IPO. Her experience in the energy sector will be a significant asset to the Company as it continues to develop new materials solutions in that market. All these directors have been appointed to the Ilika plc board post year end.
Our research focused team of 22 PhDs are fundamental to the success of Ilika. I would like to take this opportunity to acknowledge all of these dedicated scientists for their hard work and commitment to making Ilika a world class company. I would also like to thank our strategic partners, distributors and advisers for their contribution to the development of the Company during the course of the financial year.
Outlook
In May Ilika became the first cleantech company in 2010 to list on AIM. The proceeds of the listing are expected to be sufficient to fund the Group's development until financial break-even and will increase production capacity for current and future joint development partnerships.
A major benefit of the IPO has been to publicise the transparency and organisational discipline which characterises Ilika's operations. The Group's current and future partners can do business with Ilika knowing that it meets the exacting standards of corporate governance that come with a listing on the public markets.
The current financial year has started well, with the signing of several significant contracts, including an agreement with Diverso to develop business in the People's Republic of China and a contract with ITRI in Taiwan, to scale up and commercialise the next generation of fuel cell catalysts. We are delighted to announce today that the Company has progressed the relationship with a major vehicle manufacturer into a JDP to develop new fuel cell materials for use in the transport, stationary power and electronics sectors. The Group looks forward to announcing further agreements in the near future.
Thanks to its highly innovative technology, Ilika already has a strong presence with well-known global customers, particularly in Europe and Asia. The Company will continue to build its presence in these important markets in addition to pursing the considerable opportunities in North America for materials discovery and development.
The Board looks forward to reporting further progress during the coming year and beyond.
Jack Boyer
Chairman
14 July 2010
CHIEF EXECUTIVE'S REVIEW
Ilika's unique high throughput technology (HTT) enables the synthesis and screening of new materials which are vital to solving some of the world's most important unmet needs.
The Company has built a portfolio of blue chip partners in significant markets that validate its technology. It has secured up-front payments in Joint Development Programmes (JDPs) from these partners to offset development costs prior to mass market commercialisation of the materials. The JDPs provide income, development expertise and a route to market for the new materials that Ilika develops.
Ilika's technology platform can be applied to a large number of substantial potential markets but its priorities, in order of importance, are the energy, electronics and biomedical sectors. These markets have been chosen because they combine clear unmet needs with large potential revenues and are a close fit with the HTT platform's technical capabilities. Renewable energy applications require innovative new materials and Ilika views demand in the sector to be especially attractive.
Approximately 70% of the Company's business is in the area of new materials for efficient energy conversion and storage. A further 20% of its work relates to the electronics sector, where regulation and consumer demand are driving the search for materials with lower heavy metal content and better performance. This operational weighting is the reason why Ilika describes itself as a cleantech materials discovery business.
Ilika's wholly-owned subsidiary, Altrika, addresses the burgeoning need for materials with a biological function. Altrika's facility in Sheffield manufactures the Group's revolutionary cell-based treatment for burns victims and is regulated by the Human Tissue Authority and Medicines and Healthcare products Regulatory Agency.
In most cases energy from renewable sources needs to be efficiently converted from one form into another, in addition to being effectively stored. Ilika has active programmes in batteries, hydrogen storage, fuel cells and solar cells.
The past year has seen tremendous interest in using batteries in vehicles, where rapid charging and compact design are essential for mass adoption. Improved battery performance will require new cell chemistries, where the principal components of the cell, the electrodes and electrolytes, are made from carefully selected materials. The objective is to make them suitably light and small without losing performance.
Since 2008, Ilika has had a commercial relationship with Toyota, one of the world's most innovative automotive companies. This relationship has provided Ilika with a resounding customer endorsement and driven the Company to stay at the forefront of this rapidly moving field.
Hydrogen Storage
The use of hydrogen as an energy carrier has been widely discussed in recent years, but it must overcome significant challenges before it becomes a mainstream alternative. Hydrogen's limitations revolve around the difficulty in transporting it and converting it into electricity cheaply.
Hydrogen transportation is largely carried out in compressed gas cylinders at pressures of up to 700 bar for use in prototype vehicles. Such pressures present a major hazard to both suppliers and users. In addition, large energy losses are incurred in compressing hydrogen to such pressures. Cryogenic storage of hydrogen is similarly fraught with difficulties because of the high vapour pressure of hydrogen even at low temperatures and the energy required to condense hydrogen released as a result of boil-off.
Ilika believes the answer to effective hydrogen storage lies in the use of metal hydrides, (metal alloys which have reacted with hydrogen to form a stable solid). These hydrides often exist in powder form and can store hydrogen chemically to yield much greater energy densities than lithium-ion batteries. Consequently they offer an important and attractive long term alternative to batteries. Ilika has worked with Shell to develop lightweight metal hydrides which have been patented and are now being scaled-up by a consortium lead by Johnson Matthey, supported by grant funding from the Technology Strategy Board.
Hydrogen is most readily converted to electricity using a fuel cell. Despite being invented 170 years ago about 40pc of the cost of a fuel cell is in the so-called membrane electrode assembly, which uses platinum, one of the world's scarcest commodities, as a catalyst. For hydrogen fuel cells to reach the mass market a more abundant and cost effective alternative will need to be developed.
The Carbon Trust has recognised the value of Ilika's patents in this field and has supported further development of its platinum-free catalysts which offer cost and availability advantages. A number of organisations around the world, including the Industrial Research Institute of Taiwan (ITRI), have expressed interest in scaling up Ilika's results in this area.
In June 2010, Ilika entered into a non-exclusive agreement with ITRI whereby ITRI will meet the cost of scale-up work with a view to making samples of catalyst available to customers for evaluation by the end of 2011.
Solar
The photovoltaic sector is undergoing a period of rationalization which is creating opportunities for Ilika. Manufacturers of thin-film photovoltaic panels clearly need to differentiate themselves from the competition through improvements in their technology. Ilika is currently marketing its expertise in optimising both the active photovoltaic materials and the protective gas barrier layers.
In November 2009, Ilika Technologies Limited entered into a JDP with Ceramtec, one of the world's leading manufacturers of technical ceramics. The partnership aims to find a replacement for the lead ingredient in CeramTec's piezoelectric materials following the entry into force of the EU's new Restriction of Hazardous Substances (RoHS) regulations, which prohibit the use of lead in electronic materials.
CeramTec's piezoelectric materials are used in actuators and sensors in the aerospace and automotive industries. There is a large existing market which ceramics manufacturers are supplying under an exemption from the prevailing regulations until a replacement can be found. The initial discovery project is designed to run until May 2011 after which materials offering the most potential will be scaled-up for manufacture. The expectation is that uptake will be rapid given the regulatory drivers in place.
A second area of the electronics industry where Ilika is active is the development of the next generation of solid-state memory as FLASH devices approach the limits of their physical storage capacity. The demand for terabyte levels of memory capacity on portable devices is growing rapidly, driven in particular by demand for video data content. To meet this demand the electronic memory industry is embracing new types of data storage technology, which, in contrast to traditional silicon-based chip architectures, generally use innovative new materials. Negotiations are maturing with a leading US-based manufacturer of memory devices which is actively developing next generation technology.
Altrika is Ilika's wholly-owned subsidiary which has technology and products focused on producing biologically-functionalised materials for the medical device sector.
Altrika's JDP with a global blood filtration specialist progressed well in the last year and the active polymer materials identified in the earlier stages of the project are now being tested on model filters at the partner's development facility. Results have continued to be positive and a decision is expected in this calendar year regarding the suitability of the materials for further scale-up.
In 2009, Altrika acquired the assets of a business based in Sheffield. These assets include key personnel, supporting IP and a lab (development and small scale production) licensed by both the Human Tissue Authority and Medicines and Healthcare products Regulatory Agency.
A portfolio of three products has been developed based on a novel polymer, initially developed by Altrika, to which live cells can effectively bind, creating bioengineered cell-based products that can be used to repair tissue.
The first two products in this portfolio, CryoSkin® and MySkin®, have been successfully launched as burns treatments in the UK and are producing revenues. The third, a corneal bandage, is awaiting clinical trials. Altrika is in discussions with agents and regulators to make CryoSkin® and MySkin® available in other jurisdictions both within and outside of the EU.
Interest levels in Altrika's materials development capabilities continue to be robust, with a number of new JDP's expected to mature in the next financial year.
In 2009, the majority of Ilika's revenue was generated through agreements with organisations in Japan, Europe and the US.
At the beginning of 2010, Ilika appointed an agent to accelerate its business development activities in Japan. As a result, Ilika's deal pipeline from Japan has been enlarged and is expected to deliver revenue growth in the coming financial year.
Ilika has also recently announced a new partnering agreement with Diverso to strengthen its business in China. Diverso will initially focus on the energy sector, with a mandate to arrange and secure collaborative research projects or licensing arrangements between the Company and third party commercialisation partners in China.
Diverso is incentivised to secure new business for Ilika as it will be reimbursed by Ilika based upon the revenues it receives from such third party commercialisation partners.
Through its investment at Ilika's IPO, Diverso, through a subsidiary company, is also a substantial shareholder in Ilika. Ilika believes the large and rapidly growing Chinese market offers significant opportunities: not only is R&D expenditure growing by 20% per year with strong government backing, but Chinese companies are also willing to pay significant sums for technology in order to gain ground on more established western rivals.
The US market appears to be recovering more rapidly than Europe from the recent economic downturn and Ilika plans to increase its business development efforts in that jurisdiction in the current financial year.
Ilika has made strong progress in the year to 30 April 2010, developing of its IP portfolio, the strength and breadth of its commercialisation agreements and the maturity of the commercialisation efforts relating to forthcoming product launches.
The Company's successful IPO in May 2010 earmarked it as a unique enterprise with a compelling commercial and technical offering. Ilika has been able to announce a series of developments in the few weeks since its IPO and will continue with its strategy of securing JDP's with globally competitive partners.
In the forthcoming year Ilika will also follow through its strategy of portfolio scale-up in preparation for a systematic roll-out of products incorporating Ilika's materials over the medium and long term.
Graeme Purdy
Chief Executive
14 July 2010
FINANCIAL REVIEW
Ilika plc was incorporated on 12 March 2010 with a view to the acquisition of Ilika Technologies Limited and its subsidiary, Altrika Limited, (the "Limited Group") and subsequent AIM listing. The acquisition and subsequent AIM listing occurred on 14 May 2010. The AIM admission document, published on 14 May 2010, contained financial information for the financial period to 31 October 2009 and these non-statutory financial statements are for the year ended 30 April 2010. As, at that date, the Ilika plc group did not exist, the financial information presented in this report, is principally that of the Limited Group, and the Ilika plc balance sheet is shown at the end of this document.
Revenue for the year ended 30 April 2010 was £1.06m (£0.92m for 2008/9), supplemented by £0.22m of grant income (£0.20m for 2008/9).
The vast majority of revenue relates to the payments made by Ilika's partners for research and development activities, particularly in the energy and electronics sectors. During the year, Ilika established its own biomedical production facility and released two new biomedical products which contributed £88k of revenue.
Grant funding was received from the Carbon Trust, supporting development of Ilika's proprietary fuel cell electrodes and the Technology Strategy Board, to develop hydrogen storage materials with Johnson Matthey plc
Administration expenses in the year increased by around £1.1m in comparison to the year to 30 April 2009. This was partly due to the set up and running costs of the new biomedical facility, but is mainly due to the increased share based payment accounting charge. This charge has risen from £86k in 2008/9 to £816k this year. It is an accounting entry which has no impact on the Limited Group's cashflows. This increase is attributable to the fact that the listing of Ilika plc's shares, at the market price of the stock, is deemed a maturity event for share options. The prior year's charge was calculated with reference to previous, historical estimates of the fair value of the share options granted. No share options were exercised in the year. Loss per share for the year was £25.81 (£15.97 for 2008/9). Loss per share adjusting for the share based payment charge was £19.08 (£15.25 for 2008/9) - see note 9.
As at 30 April 2010, the Limited Group's cash position was £792k. On 14 May 2010, Ilika plc raised £5.175m by placing 10,147,059 Shares at 51 pence per share together with 10,147,059 Placing Warrants.
On 6 May 2010, Ilika plc entered into a share exchange agreement with the shareholders of Ilika Technologies limited whereby Ilika plc acquired the entire issued share capital of Ilika Technologies Limited in consideration of the issue and allotment of 10,352,499 Ordinary Shares and 1,781,400 Convertible preference shares to the shareholders of Ilika Technologies Limited, pro rata to their existing shareholdings.
On 14 May 2010, Ilika plc was admitted to AIM.
Steve Boydell
Finance Director and Company Secretary
14 July 2010
INDEPENDENT NON STATUTORY AUDITORS' REPORT TO THE DIRECTORS OF ILIKA TECHNOLOGIES LIMITED
We have audited the non-statutory financial statements of Ilika Technologies Limited for the year ended 30 April 2010 which comprise the consolidated statement of comprehensive income, the consolidated balance sheet, the consolidated cash flow statement, the consolidated statement of changes in equity and the related notes. These non-statutory financial statements have been prepared in accordance International Financial Reporting Standards ("IFRSs") as adopted by the European Union.
Our report has been prepared pursuant to the requirements of our engagement letter and for no other purpose. Our audit work has been undertaken so that we might state to the company's directors those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's directors as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The Directors of Ilika Technologies Limited are responsible for preparing the non-statutory financial statements in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union and for being satisfied that they give a true and fair view.
Our responsibility is to audit the non-statutory financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the non-statutory financial statements sufficient to give reasonable assurance that the non-statutory financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Group's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the non-statutory financial statements.
Opinion on financial statements
In our opinion:
· the non-statutory financial statements give a true and fair view of the state of the Ilika Technologies Limited group's affairs as at 30 April 2010 and of its loss for the period then ended, and
· the non-statutory financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union.
BDO LLP,
Southampton
United Kingdom
Date:
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127)
Consolidated statement of comprehensive income
|
Year ended 30 April |
||
|
Notes |
2010 |
2009 |
|
|
£ |
£ |
|
|
|
|
Revenue |
2 |
1,060,872 |
916,131 |
Cost of sales |
|
(644,384) |
(531,682) |
|
|
-------------- |
-------------- |
Gross profit |
|
416,488 |
384,449 |
|
|
|
|
Administrative expenses |
|
(3,899,100) |
(2,824,762) |
|
|
|
|
Other operating income |
5 |
215,000 |
196,213 |
|
|
-------------- |
-------------- |
Operating loss |
3 |
(3,267,612) |
(2,244,100) |
|
|
|
|
Financial income |
6 |
9,686 |
163,371 |
Financial expense |
7 |
(6,448) |
(6,451) |
|
|
-------------- |
-------------- |
Loss before tax |
2 |
(3,264,374) |
(2,087,180) |
Taxation |
8 |
132,823 |
150,078 |
|
|
-------------- |
-------------- |
Loss for period / total comprehensive income |
|
(3,131,551) |
(1,937,102) |
|
|
-------------- |
-------------- |
Loss per share |
9 |
|
|
Basic |
|
(25.81) |
(15.97) |
Diluted |
|
(25.81) |
(15.97) |
|
|
-------------- |
-------------- |
|
|
|
|
All amounts relate to continuing activities.
Consolidated balance sheet
|
As at 30 April |
||
|
Notes |
2010 |
2009 |
|
|
£ |
£ |
ASSETS |
|
|
|
Non current assets |
|
|
|
Intangible assets |
10 |
66,738 |
77,254 |
Property, plant and equipment |
11 |
2,068,129 |
2,712,046 |
|
|
-------------- |
-------------- |
Total non current assets |
|
2,134,867 |
2,789,300 |
|
|
-------------- |
-------------- |
Current assets |
|
|
|
Trade and other receivables |
12 |
614,110 |
316,958 |
Current tax receivable |
|
132,823 |
150,078 |
Cash and cash equivalents |
13 |
792,418 |
2,600,641 |
|
|
-------------- |
-------------- |
Total current assets |
|
1,539,351 |
3,067,677 |
|
|
-------------- |
-------------- |
Total assets |
|
3,674,218 |
5,856,977 |
|
|
-------------- |
-------------- |
|
|
|
|
EQUITY |
|
|
|
Issued share capital |
16 |
1,213 |
1,213 |
Share premium |
|
8,451,483 |
8,451,483 |
Warrant reserve |
|
90,433 |
90,433 |
Retained earnings |
|
(5,887,258) |
(3,571,886) |
|
|
-------------- |
-------------- |
Total equity |
|
2,655,871 |
4,971,243 |
|
|
-------------- |
-------------- |
|
|
|
|
LIABILITIES |
|
|
|
Current liabilities |
|
|
|
Trade and other payables |
14 |
1,000,157 |
848,484 |
|
|
|
|
Non current liabilities |
|
|
|
Other payables |
14 |
18,190 |
37,250 |
|
|
-------------- |
-------------- |
Total liabilities |
|
1,018,347 |
885,734 |
|
|
-------------- |
-------------- |
Total equity and liabilities |
|
3,674,218 |
5,856,977 |
|
|
-------------- |
-------------- |
Consolidated cash flow statement
|
Year ended 30 April |
||
|
Notes |
2010 |
2009 |
|
|
£ |
£ |
Cash flows from operating activities |
|
|
|
Loss before tax |
|
(3,264,374) |
(2,087,180) |
Adjustments for: |
|
|
|
Amortisation |
|
21,594 |
22,438 |
Depreciation |
|
764,327 |
629,609 |
Equity settled share based payments |
|
816,179 |
86,413 |
Profit on disposal of plant, property and equipment |
|
(183) |
- |
Net financial income |
|
(3,238) |
(156,920) |
|
|
-------------- |
-------------- |
Operating cash flow before changes in working capital, interest and taxes |
|
(1,665,695) |
(1,505,640) |
(Increase)/decrease in trade and other receivables |
(297,152) |
270,345 |
|
Increase/(decrease) in trade and other payables |
151,673 |
(37,421) |
|
|
|
-------------- |
-------------- |
Cash utilised by operations |
|
(1,811,174) |
(1,272,716) |
|
|
|
|
Tax received |
|
150,078 |
105,021 |
|
|
-------------- |
-------------- |
Net cash flow from operating activities |
|
(1,661,096) |
(1,167,695) |
|
|
|
|
Cash flows from investing activities |
|
|
|
Interest received |
|
9,686 |
163,371 |
Purchase of intangible assets |
|
(11,078) |
(16,508) |
Sale of property plant and equipment |
1,141 |
- |
|
Purchase of property, plant and equipment |
(121,368) |
(1,771,229) |
|
|
|
-------------- |
-------------- |
Net cash used in investing activities |
|
(121,619) |
(1,624,366) |
|
|
|
|
Cash flows from financing activities |
|
|
|
Capital element of finance leases |
|
(19,060) |
(19,060) |
Interest element of finance leases |
|
(6,448) |
(6,451) |
|
|
-------------- |
-------------- |
Net cash from financing activities |
|
(25,508) |
(25,511) |
|
|
-------------- |
-------------- |
Net decrease in cash and cash equivalents |
|
(1,808,223) |
(2,817,572) |
Cash and cash equivalents at the start of the period |
|
2,600,641 |
5,418,213 |
|
|
-------------- |
-------------- |
Cash and cash equivalents at the end of the period |
|
792,418 |
2,600,641 |
|
|
-------------- |
-------------- |
Consolidated statement of changes in equity
|
Share capital |
Share premium account |
Warrant reserve |
Profit and loss account |
Total |
|
£ |
£ |
£ |
£ |
£ |
As at 30 April 2008 |
1,213 |
8,451,483 |
90,433 |
(1,721,197) |
6,821,932 |
Share based payment |
- |
- |
- |
86,413 |
86,413 |
Loss for the year and total comprehensive income |
- |
- |
- |
(1,937,102) |
(1,937,102) |
|
-------------- |
----------------- |
-------------- |
------------------- |
------------------ |
As at 30 April 2009 |
1,213 |
8,451,483 |
90,433 |
(3,571,886) |
4,971,243 |
Share based payment |
- |
- |
- |
816,179 |
816,179 |
Loss for the year and total comprehensive income |
- |
- |
- |
(3,131,551) |
(3,131,551) |
|
-------------- |
----------------- |
-------------- |
------------------ |
----------------- |
As at 30 April 2010 |
1,213 |
8,451,483 |
90,433 |
(5,887,258) |
2,655,869 |
|
-------------- |
----------------- |
-------------- |
----------------- |
---------------- |
Share capital
The share capital represents the nominal value of the equity shares in issue.
Share premium account
When shares are issued, any premium paid above the nominal value is credited to the share premium reserve.
Warrant reserve
The warrant reserve relates to the fair value of the warrants issued.
Retained earnings
The retained earnings reserve records the accumulated profits and losses of the Group since inception of the business.
Notes to the consolidated non-statutory financial statements
1 Accounting policies
Basis of preparation
The non-statutory financial statements have been prepared in accordance with International Financial Reporting Standards adopted by the European Union ("IFRSs").
These non-statutory financial statements are a consolidation of the financial statements of Ilika Technologies Limited and Altrika limited, where Ilika Technologies Limited (the "company") has the power, either directly or indirectly, to govern the financial and operating policies of another entity or business so as to obtain benefits from its activities, it is classified as a subsidiary. The consolidated non-statutory financial statements present the results of the company and its subsidiary, Altrika Limited, (together the "Group") as if they formed a single entity. Intercompany transactions and balances between these group companies are therefore eliminated in full.
The financial information set out in these non-statutory financial statements does not constitute the company's statutory accounts for the periods ended 30 April 2010 or 30 April 2009. The Statutory accounts for the period ended 30 April 2009, prepared under UK GAAP, have been filed with the Registrar of Companies and those for the period ended 30 April 2010, also prepared under UK GAAP, will be delivered to the Registrar in due course; both have been reported on by the Independent Auditors. The Independent Auditors' report on the Financial Statements for the period ended 30 April 2009 was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006. The Independent Auditors' report on the Financial Statements for the period ended 30 April 2010 was also unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.
Going concern
The non-statutory financial statements are prepared on a going concern basis which the directors believe continues to be appropriate. The Group meets its day to day working capital requirements through existing cash resources which, at 30 April 2010, amounted to £792,000. On 6 May 2010, the Group was acquired by Ilika plc which subsequently completed an initial public offering on the Alternative Investment Market, see note 21 for further details. The directors have prepared projected cash flow information for the period ending twelve months from the date of their approval of these non-statutory financial statements. On the basis of this cash flow information the directors believe that the Group will be able to continue to trade for the foreseeable future.
(a) New standards, amendments to standards or interpretations adopted early
The following new standards have been adopted early:
· Amendments to IAS 1 Presentation of Financial Statements: A Revised Presentation: As a result of the application of this amendment the Group has elected to present a single statement of comprehensive income, previously it presented a profit and loss statement and the statement of recognised income and expense. In addition, a statement of changes in equity is now presented as a primary statement where previously the information was included in a note. The Amendment does not change the recognition or measurement of transactions and balances in the financial statements.
· IFRS 8, Operating Segments (effective for accounting periods beginning on or after 1 January 2009). The Group has adopted IFRS 8 in advance of its effective date, with effect from 1 May 2008. This standard sets out the requirements for the disclosure of information about an entity's operating segments and also about the entity's products and services, the geographical areas in which it operates and its major customers. The segments are to be identified on the basis of internal reports about components of the entity that are reviewed by the chief operation decision maker in order to allocate resources to the segments and to assess its performance. It replaces IAS 14, Segmental Reporting. The adoption of the standard has not resulted in a change of the number and composition of the segments reported by the Group.
(b) New standards, amendments to standards or interpretations not yet applied
The following standards, interpretations and amendments, which have not been applied in these non-statutory financial statements, will or may have an effect on the Group's future financial statements:
International Accounting Standards (IAS/IFRS)
|
Effective date for periods commencing |
IFRS 2 (amendment) Group Cash-settled Share-based Payment Transactions |
1 January 2009
|
This amendment clarifies that vesting conditions are service conditions and performance conditions only
|
|
IFRS 3 (revised) Business Combinations |
1 July 2009 |
This revision requires that acquisition costs are written off instead of including them in the cost of investment and intangible assets are recognised even if it cannot be reliably measured.
|
|
IAS 24 (revised) Related Party Disclosure |
1 January 2011 |
This revision provides a simplified definition of a related party.
|
|
IAS 27 (amendments) Consolidated and Separate Financial Statements |
1 July 2009 |
This amendment affects the acquisition of subsidiaries achieved in stages. |
No other new standards or amendments are expected to have an effect on the Group.
IFRS 3 (revised) and IAS 27 (amendments) will be applicable prospectively.
The following principal accounting policies have been applied consistently in dealing with items which are considered material in relation to the financial information.
Revenue
Revenue comprises the fair value for the sale of goods and services, net of value added tax and is recognised as follows:
Sales of goods
Sales of equipment and skin based products are recognised when products are delivered to a customer, the customer has accepted the products and collectability of the related receivables is reasonably assured.
Sales of services
Sales of research and development services are recognised in the accounting period in which the services are rendered, by reference to completion of the specific transaction assessed on the basis of the actual service provided as a proportion of the total services to be provided.
Leases
Where a Group Company enters into a lease which entails taking substantially all the risks and rewards of ownership of an asset, the lease is treated as a "finance lease". The asset is recorded in the balance sheet as property, plant and equipment and is depreciated over its estimated useful life or the term of the lease, whichever is shorter. Future instalments under such leases, net of finance charges, are included within creditors. Rentals payable are apportioned between the finance element, which is charged to the consolidated income statement, and the capital element which reduces the outstanding obligation for future instalments. All other leases are accounted for as "operating leases" and the rental charges are charged to the consolidated income statement on a straight line basis over the life of the lease.
Financial income and financial expense
Financial income and financial expense is recognised in the income statement as it accrues, using the effective interest method.
Pension and other post retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Share based payment transactions
The Group issues equity-settled share-based payments to all employees. Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions.
The fair value of options granted by the Group is measured by use of the Black-Scholes pricing model taking into account the following inputs: the exercise price of the option; the life of the option; the market price on the date of grant of the option; the expected volatility of the share price; the dividends expected on the shares; and the risk free interest rate for the life of the option. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
Research and development expenditure
Expenditure on the research phase is charged to the income statement in the period in which it is incurred. Development expenditure on new products is capitalised only once the criteria specified under IAS 38, Intangible Assets, have been met. Prior to and during the year ended 30 April 2010, no development expenditure satisfied the necessary conditions of IAS 38.
Taxation
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.
Foreign currency
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.
Depreciation is charged to the profit and loss statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. The estimated useful lives are as follows:
Leasehold improvements |
lease term |
Furniture & fittings |
5 years |
Computer equipment |
3 years |
Laboratory and office equipment |
5 years |
Impairment
The carrying amounts of the Group's assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated.
An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount. Impairment losses are recognised in the income statement.
Intangible assets
Computer software
Acquired computer software licenses are capitalized on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised to administrative expenses using the straight line method over their estimated useful lives (one to three years).
Intellectual Property
Acquired intellectual property is included at cost and is amortised to administrative expenses on a straight-line basis over its useful economic life of 15 years.
Financial instruments
Financial assets and financial liabilities are recognised on the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument. The Group's financial assets are all classified as loans and receivables and carried at amortised cost. The Group's financial liabilities are all classified as 'other' liabilities which are carried at amortised cost. Cash and cash equivalents comprise cash balances and call deposits.
Government grants
Grants that compensate the Group for expenses incurred are recognised in the income statement on a systematic basis in the same periods in which the expenses are recognised. Grant revenue is disclosed within other operating income.
Key sources of estimation uncertainty
The preparation of the Group's financial statements, in accordance with IAS 1, Presentation of Financial Statements, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the Group's financial statements. The Group's estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
· Depreciation of property, plant and equipment
Depreciation is provided in the consolidated financial statements so as to write-down the respective assets to their residual values over their estimated useful lives and as such, the selection of the estimated useful lives and the expected residual values of the assets requires the use of estimates and judgements. Details of the estimated useful lives are as shown above in the policy note for depreciation.
· Amortisation lives
Intangible assets are recorded at their fair value at acquisition date and are amortised on a straight-line basis over their estimated useful economic lives from the time they are available for use. Any change in the estimated useful economic lives could affect the future results of the Group; however, no changes were made in the year.
· Revenue recognition
The Group's revenue substantially comprised revenues from the provision of research and development services. The contacts set out defined deliverables the achievement of which trigger milestone payments. Judgement is used to determine the stage of completion and the point at which revenue is recognised.
· Share based payments
The critical accounting estimates, assumptions and judgements underpinning the valuation of the option awards are disclosed in note 20.
· Taxation
The current tax receivable is the expected tax receivable on the expenditure for the period using the tax rates and laws that have been enacted or substantially enacted at the balance sheet date, and any adjustments to tax payable in respect of previous years. The ultimate receivable may vary from the amounts provided and is dependent upon negotiations with the relevant tax authorities.
2 Segment reporting
IFRS 8 requires the group to report on operating segments on the same basis as that used by the chief operating decision maker to assess the performance of the business segments and to allocate resources accordingly. For management purposes, the group is organised by market category and operational information is presented to the chief operating decision maker in the following market categories; Energy, Electronics, Biomedical and Products and recharges.
The Group's activities originate from the production, design and development of high throughput methods of material synthesis, characterisation and screening. The Group has commercialised skin based products, details of which are given below.
Energy
The Group has materials development programmes in the battery, fuel cell and hydrogen storage sectors.
Electronics
The Group's technology can be applied to a wide range of electronic materials. The Group is initially focusing on piezoelectric and memory materials.
Biomedical
In 2009, the Group incorporated a subsidiary to handle all of its biomedical products and development programmes. The biomedical business is built on the Group's biopolymer technology.
Recharges
The group has recharged academic partners for their limited use of its equipment.
Details of the revenues from external customers by operating segment are given below:
|
Year ended 30 April |
|
Turnover |
2010 |
2009 |
|
£ |
£ |
Analysis by class of business: |
|
|
Energy |
910,937 |
783,694 |
Electronics |
- |
105,000 |
Biomedical |
148,895 |
26,500 |
Recharges |
1,040 |
937 |
|
-------------- |
-------------- |
|
1,060,872 |
916,131 |
|
-------------- |
-------------- |
Analysis by geographical market: |
|
|
By destination |
|
|
Belgium |
179,381 |
223,878 |
United Kingdom |
89,435 |
937 |
Germany |
42,000 |
- |
Netherlands |
- |
226,838 |
Japan |
689,556 |
437,978 |
North America |
60,500 |
26,500 |
|
-------------- |
-------------- |
|
1,060,872 |
916,131 |
|
-------------- |
-------------- |
Analysed as: |
|
|
|
|
|
Rendering of Services |
972,477 |
916,131 |
Sales of goods |
88,395 |
- |
|
-------------- |
-------------- |
|
1,060,872 |
916,131 |
|
-------------- |
-------------- |
In the period to 30 April 2010, the Biomedical class of business turnover can be analysed as £88,395 for sale of skin based products and £60,500 for research and development services. All revenues associated with the energy and electronics class of business are for research and development services.
A number of customers individually account for more than 10% of the total turnover of the group. The revenues from these companies are indicated below on a segment basis:
|
Year ended 30 April |
|
Turnover |
2010 |
2009 |
|
£ |
£ |
|
|
|
Customer 1 |
689,556 |
437,978 |
Customer 2 |
179,381 |
223,878 |
Customer 3 |
- |
121,838 |
Customers less than 10% |
42,000 |
- |
|
-------------- |
-------------- |
Energy Total |
910,937 |
783,694 |
|
|
|
Customer 4 |
- |
105,000 |
|
-------------- |
-------------- |
Electronics Total |
- |
105,000 |
|
|
|
Customer 5 |
60,500 |
26,500 |
Customers less than 10% |
88,395 |
- |
|
-------------- |
-------------- |
Biomedical total |
148,895 |
26,500 |
|
-------------- |
-------------- |
|
|
|
Customers less than 10% |
1,040 |
937 |
|
-------------- |
-------------- |
Product and recharges Total |
1,040 |
937 |
|
-------------- |
-------------- |
|
1,060,872 |
916,131 |
|
-------------- |
-------------- |
The chief operating decision maker only reviews turnover by operating segment then reviews expenses and profit on an aggregate basis. Therefore the segmental loss before tax information, along with the segmental total assets and liabilities information has not been split out in this note.
The loss before tax per the management accounts is the same as the loss before tax on the consolidated statement of comprehensive income with the exception of the share based payment expense which is only calculated as a year end adjustment. For details of the calculation see note 20. The total assets and liabilities per the management accounts are the same as the consolidated balance sheet with the exception of the period end tax adjustment.
3 Operating loss
|
Year ended 30 April |
|
This is arrived at after charging: |
2010 |
2009 |
|
£ |
£ |
Research and development |
|
|
expenditure in the year |
1,145,360 |
1,212,853 |
Depreciation |
764,327 |
629,609 |
Amortisation of intangible assets |
21,594 |
22,438 |
Auditors remuneration: Fees payable to the Group's auditor for the audit of the Group's accounts |
4,750 |
4,750 |
Fees payable to the Group's auditor for other services: - The Audit of the Group's subsidiaries - Tax services - Other services |
2,500 9,555 23,718 |
- - |
Operating lease rentals |
174,119 |
140,613 |
Share based payment charge |
816,179 |
86,413 |
|
-------------- |
-------------- |
4 Employees
The average number of employees during the year, including executive directors, was:
|
Year ended 30 April |
|
|
2010 |
2009 |
|
Number |
Number |
Administration |
9 |
8 |
Materials synthesis |
17 |
18 |
|
|
|
|
------ |
------ |
|
26 |
26 |
|
------ |
------ |
Staff costs for all employees, including executive directors, consist of:
|
Year ended 30 April |
|
|
2010 |
2009 |
|
£ |
£ |
Wages and salaries |
1,235,823 |
1,119,596 |
Social security costs |
129,426 |
116,195 |
Share based payment expense |
816,179 |
86,413 |
Pension costs |
76,741 |
88,897 |
|
-------------- |
-------------- |
|
2,258,169 |
1,411,101 |
|
-------------- |
-------------- |
The directors costs consist of:
|
Basic salary |
Fees |
Benefits in kind |
Bonus |
Total Short term benefits |
Pension |
Share based payment expense |
Total |
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
Year to 30 April 2010 |
|
|
|
|
|
|
|
|
G Purdy |
122,760 |
- |
365 |
36,828 |
159,953 |
12,276 |
154,292 |
326,521 |
A Marrocco |
14,841 |
- |
65 |
- |
14,906 |
1,228 |
90,824 |
106,958 |
S Boydell |
46,836 |
- |
71 |
9,373 |
56,280 |
3,832 |
- |
60,112 |
J Boyer |
40,920 |
- |
- |
- |
40,920 |
- |
199,946 |
240,866 |
W Braun |
20,460 |
- |
- |
- |
20,460 |
- |
26,371 |
46,831 |
K Seifert |
- |
- |
- |
- |
- |
- |
26,371 |
26,371 |
R Penning De Vries |
- |
24,510 |
- |
- |
24,510 |
- |
- |
24,510 |
W Wakeham |
10,230 |
- |
- |
- |
10,230 |
- |
- |
10,230 |
B Hayden |
2,917 |
31,739 |
- |
- |
34,656 |
- |
56,698 |
91,354 |
|
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
|
258,964 |
56,249 |
501 |
46,201 |
361,915 |
17,336 |
554,502 |
933,753 |
|
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
Year to 30 April 2009 |
|
|
|
|
|
|
|
|
G Purdy |
122,760 |
- |
365 |
14,209 |
137,334 |
12,276 |
12,494 |
162,104 |
A Marrocco |
92,070 |
- |
274 |
9,764 |
102,108 |
7,366 |
4,126 |
113,600 |
J Boyer |
40,920 |
- |
- |
- |
40,920 |
- |
26,192 |
67,112 |
W Braun |
20,383 |
- |
- |
- |
20,383 |
- |
1,738 |
22,121 |
K Seifert |
16,973 |
- |
- |
- |
16,973 |
- |
1,738 |
18,711 |
D Norwood |
13,640 |
- |
- |
- |
13,640 |
- |
- |
13,640 |
B Hayden |
- |
35,603 |
- |
- |
35,603 |
- |
4,964 |
40,567 |
|
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
|
306,746 |
35,603 |
639 |
23,973 |
366,961 |
19,642 |
51,252 |
437,855 |
|
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
Benefits in kind include critical illness cover.
The share options of the directors under the Ilika Technologies Approved Share Option Scheme are set out below:
|
2010 Number |
2009 Number |
G Purdy |
7,607 |
7,607 |
A Marrocco |
1,000 |
1,000 |
S Boydell |
900 |
- |
The share options of the directors under the Ilika Technologies Unapproved Share Option Scheme are set out below:
|
2010 Number |
2009 Number |
G Purdy |
1,362 |
1,362 |
J Boyer |
5,402 |
5,402 |
W Braun |
200 |
200 |
K Seifert |
200 |
200 |
B Hayden |
593 |
593 |
No options have lapsed under either scheme.
5 Other operating income
|
Year ended 30 April |
|
|
2010 |
2009 |
|
£ |
£ |
|
|
|
Grant income |
210,457 |
182,133 |
Sundry other income |
4,543 |
14,080 |
|
----------- |
----------- |
|
215,000 |
196,213 |
|
----------- |
----------- |
6 Financial income
|
Year ended 30 April |
|
|
2010 |
2009 |
|
£ |
£ |
|
|
|
Income from short term deposits |
9,686 |
163,371 |
|
---------- |
----------- |
|
|
|
7 Financial expense
|
Year ended 30 April |
|
|
2010 |
2009 |
|
£ |
£ |
Interest on: |
|
|
Finance leases |
6,448 |
6,451 |
|
--------- |
--------- |
8 Taxation
(a) Tax on profit from ordinary activities
There is no taxation charge due to the losses incurred by the Group during the year. The taxation credit represents R&D tax credit claims as follows:
|
Year ended 30 April |
|
|
2010 |
2009 |
|
£ |
£ |
|
|
|
Current tax on loss for the year |
(132,823) |
(150,078) |
|
----------- |
----------- |
(b) Factors affecting current tax charge
The tax assessed on the loss on ordinary activities for the period is different to the standard rate of corporation tax in the UK of 28%. The differences are reconciled below:
|
2010 |
2009 |
|
£ |
£ |
|
|
|
Loss on ordinary activities before tax |
(3,264,374) |
(2,087,180) |
|
-------------- |
-------------- |
Loss on ordinary activities before tax multiplied by the standard rate of corporation tax in the UK of 28% |
(914,025) |
(584,410) |
Effects of: |
|
|
Expenses not deductible for corporation tax |
13,348 |
1,314 |
Other temporary differences not recognised |
191,332 |
24,459 |
Plant, property and equipment temporary differences not recognised |
228,589 |
(323,776) |
R&D relief |
5,583 |
10,972 |
Origination of unrecognised tax losses |
342,350 |
721,363 |
|
-------------- |
-------------- |
Total tax credit for the year |
(132,823) |
(150,078) |
|
-------------- |
-------------- |
|
|
|
Deferred tax |
2010 |
2009 |
|
£ |
£ |
Recognised deferred taxation |
|
|
Accelerated capital allowances |
553,939 |
743,507 |
Other temporary differences |
(553,939) |
(385,099) |
Losses |
- |
(358,408) |
|
-------------- |
-------------- |
Charge for the year |
- |
- |
|
-------------- |
-------------- |
Unrecognised deferred taxation
There are tax losses available for carry forward against future trading profits of approximately £6,228,000 (2009: £4,973,000). A deferred tax asset in respect of these losses of approximately £1,736,000 (2009: £1,392,000) has not been recognised in the accounts, as the full utilisation of these losses in the foreseeable future is uncertain.
9 Earnings per share
Earnings per ordinary share have been calculated using the weighted average number of shares in issue during the relevant financial periods. The weighted average number of equity shares in issue and the earnings, being profit after tax, are as follows:
|
Year ended 30 April |
|
|
2010 |
2009 |
|
No. |
No. |
|
|
|
Weighted average number of equity shares |
121,339 |
121,339 |
|
-------------- |
-------------- |
|
|
|
|
£ |
£ |
|
|
|
Earnings, being profit after tax |
(3,131,551) |
(1,937,102) |
|
-------------- |
-------------- |
The loss attributable to ordinary shareholders and weighted average number of ordinary shares for the purpose of calculating the diluted earnings per ordinary share are identical to those used for basic earnings per share. This is because the exercise of share options would have the effect of reducing the loss per ordinary share and is therefore not dilutive under the terms of IAS 33. At 30 April 2010 there were 46,049 options outstanding (2009: 45,149 options outstanding) as detailed in note 16 and note 20. Following the share for share exchange, there is no effect on the earnings per share.
The share based payment charge has had a significant effect on the loss per share for the year. The loss per share after adding back this charge is shown below:
|
Year ended 30 April |
|
|
2010 |
2009 |
|
£ |
£ |
|
|
|
Earnings, being profit after tax |
(3,131,551) |
(1,937,102) |
|
|
|
Share based payment charge |
816,179 |
86,413 |
|
|
|
Earnings adjusted for share based payment charge |
(2,315,372) |
(1,850,689) |
|
-------------- |
-------------- |
|
|
|
|
|
|
Loss per share |
(25.81) |
(15.97) |
|
-------------- |
-------------- |
|
|
|
Loss per share adjusting for the share based payment charge |
(19.08) |
(15.25) |
|
-------------- |
-------------- |
10 Intangible assets
|
Software licences |
Intellectual property |
Total |
|
£ |
£ |
£ |
Cost |
|
|
|
As at 30th April 2008 |
33,030 |
75,000 |
108,030 |
Additions |
16,508 |
- |
16,508 |
Disposals |
(26,730) |
- |
(26,730) |
|
----------- |
----------- |
----------- |
As at 30th April 2009 |
22,808 |
75,000 |
97,808 |
Additions |
11,078 |
- |
11,078 |
|
----------- |
----------- |
----------- |
As at 30th April 2010 |
33,886 |
75,000 |
108,886 |
|
----------- |
----------- |
----------- |
Amortisation |
|
|
|
As at 30th April 2009 |
16,096 |
8,750 |
24,846 |
Provided for the year |
17,438 |
5,000 |
22,438 |
Disposals |
(26,730) |
- |
(26,730) |
|
----------- |
----------- |
----------- |
As at 30th April 2009 |
6,804 |
13,750 |
20,554 |
Provided for the year |
16,594 |
5,000 |
21,594 |
|
----------- |
----------- |
----------- |
As at 30th April 2010 |
23,398 |
18,750 |
42,148 |
|
----------- |
----------- |
----------- |
Net book value |
|
|
|
As at 30th April 2009 |
16,004 |
61,250 |
77,254 |
|
----------- |
----------- |
----------- |
As at 30th April 2010 |
10,488 |
56,250 |
66,738 |
|
----------- |
----------- |
----------- |
11 Property, plant and equipment
|
Leasehold improvements |
Plant, machinery and equipment |
Fixtures and fittings |
Total |
|
£ |
£ |
£ |
£ |
Cost |
|
|
|
|
As at 30 April 2008 |
221,665 |
1,446,003 |
153,437 |
1,821,105 |
Additions |
130,002 |
1,636,632 |
4,595 |
1,771,229 |
Disposals |
- |
(11,027) |
- |
(11,027) |
|
-------------- |
-------------- |
-------------- |
-------------- |
As at 30 April 2009 |
351,667 |
3,071,608 |
158,032 |
3,581,307 |
Additions |
20,000 |
100,235 |
1,133 |
121,368 |
Disposals |
- |
(1,568) |
- |
(1,568) |
|
-------------- |
-------------- |
-------------- |
-------------- |
As at 30 April 2010 |
371,667 |
3,170,275 |
159,165 |
3,701,107 |
|
-------------- |
-------------- |
-------------- |
-------------- |
Depreciation |
|
|
|
|
As at 30 April 2008 |
75,063 |
143,926 |
31,690 |
250,679 |
Provided for the year |
187,006 |
411,437 |
31,166 |
629,609 |
Disposals |
- |
(11,027) |
- |
(11,027) |
|
-------------- |
-------------- |
-------------- |
-------------- |
As at 30 April 2009 |
262,069 |
544,336 |
62,856 |
869,261 |
Provided for the year |
95,310 |
633,303 |
35,714 |
764,327 |
Disposals |
- |
(610) |
- |
(610) |
|
-------------- |
-------------- |
-------------- |
-------------- |
As at 30 April 2010 |
357,379 |
1,177,029 |
98,570 |
1,632,978 |
|
-------------- |
-------------- |
-------------- |
-------------- |
Net book value |
|
|
|
|
As at 30 April 2009 |
89,598 |
2,527,272 |
95,176 |
2,712,046 |
|
-------------- |
-------------- |
-------------- |
-------------- |
As at 30 April 2010 |
14,288 |
1,993,246 |
60,595 |
2,068,129 |
|
-------------- |
-------------- |
-------------- |
-------------- |
Commitments for capital expenditure
|
Year ended 30 April |
|
|
2010 |
2009 |
|
£ |
£ |
|
|
|
Contracted but not provided for |
- |
9,567 |
|
-------- |
-------- |
The net book value of tangible assets for the Group includes an amount of £36,683 (2009 - £55,743) in respect of assets held under finance lease contracts.
12 Trade and other receivables
|
As at 30 April |
|
|
2010 |
2009 |
|
£ |
£ |
|
|
|
Trade receivables |
87,891 |
1,330 |
Prepayments and accrued income |
368,888 |
192,356 |
Other receivables |
157,331 |
123,272 |
|
------------ |
------------ |
|
614,110 |
316,958 |
|
------------ |
------------ |
13 Cash and cash equivalents
|
As at 30 April |
|
|
2010 |
2009 |
|
£ |
£ |
|
|
|
Current bank accounts |
492,418 |
850,641 |
Short term deposits |
300,000 |
1,750,000 |
|
-------------- |
-------------- |
|
792,418 |
2,600,641 |
|
-------------- |
-------------- |
14 Trade and other payables
Current
|
As at 30 April |
|
|
2010 |
2009 |
|
£ |
£ |
|
|
|
Trade payables |
328,281 |
323,099 |
Other payables |
3,584 |
1,732 |
Other taxes and social security costs |
33,143 |
32,340 |
Lease purchase agreements |
19,060 |
19,060 |
Accruals and deferred income |
616,089 |
472,253 |
|
-------------- |
-------------- |
|
1,000,157 |
848,484 |
|
-------------- |
-------------- |
Non current
|
As at 30 April |
|
|
2010 |
2009 |
|
£ |
£ |
|
|
|
Lease purchase agreements |
18,190 |
37,250 |
|
--------- |
--------- |
Lease purchase agreements
|
As at 30 April |
|
|
2010 |
2009 |
|
£ |
£ |
Amounts payable |
|
|
Within one year |
19,060 |
19,060 |
In one year to two years |
18,190 |
19,060 |
In two years to five years |
- |
18,190 |
|
--------- |
--------- |
|
37,250 |
56,310 |
|
--------- |
--------- |
Lease purchase agreements are secured on the related assets and carry interest at fixed rates.
15 Financial Instruments
The Group's principal financial instruments comprise, lease financing arrangements, cash and short-term deposits as well as other various items arising from its operations such as trade receivables and trade payables which are shown in the table below. The main purpose of these instruments is to finance the Group's working capital requirements as well as funding its capital expenditure programmes. The Group does not enter into derivative transactions such as interest rate swaps or forward exchange contracts.
|
As at 30 April |
|
|
2010 |
2009 |
|
£ |
£ |
Financial Assets |
|
|
|
|
|
Loans and receivables |
|
|
Trade receivables |
87,891 |
1,330 |
Accrued income |
88,173 |
58,074 |
Other receivables |
157,331 |
123,272 |
Current bank accounts |
492,418 |
850,641 |
Short term deposits |
300,000 |
1,750,000 |
|
-------------- |
-------------- |
Total loans and receivables |
1,125,813 |
2,783,317 |
|
-------------- |
-------------- |
Financial Liabilities |
|
|
|
|
|
Other financial liabilities |
|
|
Trade payables |
328,281 |
323,099 |
Other payables |
3,582 |
1,732 |
Lease purchase agreements |
37,250 |
56,310 |
Accruals |
547,312 |
173,920 |
|
-------------- |
-------------- |
Total other financial liabilities |
916,425 |
555,061 |
|
-------------- |
-------------- |
The risks associated with these financial instruments are set out below
Foreign currency risk
The Group buys goods and services in currencies other than sterling. The Group's non sterling liabilities and cash flows can be affected by movements in exchange rates. These transactions are not significant and therefore no forward exchange contracts have been entered into. It is Group policy not to engage in any speculative trading in financial instruments. Any risk is mitigated by sales transactions being denominated in Sterling.
Credit risk
The Group's credit risk is attributable to its trade receivables and banking deposits. The Group places its deposits with reputable financial institutions to minimise credit risk. The maximum exposure to credit risk for each period is the amount disclosed above as total loans and receivables. For the periods above there were no trade receivables which were past due or impaired. Risk is further mitigated through the use of credit limits, but also through the nature of the customers, who, for the most part, are large multinationals. There is no bad debt provision.
15 Financial instruments (continued)
Liquidity risk
The Group's policy is to maintain adequate cash resources to meet liabilities as they fall due. With the exception of its hire purchase liabilities, which are disclosed in note 14, all other Group payable balances fall due for payment within one year. Cash balances are placed on deposit for varying periods with reputable banking institutions to ensure there is limited risk of capital loss. The Group does not maintain an overdraft facility. Whilst cash reserves do not meet short term liabilities at the year end, post year end Ilika plc, who acquired the group, have raised funds, see note 21.
Interest Rate Risk
The main risk arising from the Group's financial instruments is interest rate risk. The Group placed deposits surplus to short-term working capital requirements with a variety of reputable UK-based banks and building societies. These balances are placed at floating rates of interest and deposits have maturities of one to three months. The Group's cash and short-term deposits are set out in note 13.
Fixed-rate financial liabilities comprise a finance lease, which expires in April 2012 and has a weighted average interest rate of 13.5%. The maturity profile is detailed in note 14. Floating-rate financial assets comprise cash on deposit and cash at bank. Short-term deposits are placed with banks for periods of up to 6 months and are categorised as floating-rate financial assets. Contracts in place at 30 April 2010 had a weighted average period to maturity of 19 days and a weighted average annualised rate of interest of 0.35%.
Interest Rate Risk Sensitivity analysis
It is estimated that a change in base rate to zero would have increased the Group's loss before taxation for the year to 30 April 2010 by approximately £9,000. (2009: £164,000)
It is estimated that an increase in base rate by 1 percent would decrease the Group's less before taxation for the year to 30 April 2010 by approximately £11,000 (2009:£26,000)
There is no difference between the book and fair value of financial assets and liabilities.
Capital Management
The primary aim of the Group's capital management is to safeguard the Group's ability to continue as a going concern, to support its businesses and maximise shareholder value. The Group monitors its capital structure and makes adjustments as and when it is deemed necessary and appropriate to do so using such methods as the issuing of new shares. At present, other than finance leases, all funding is raised by equity. See note 21 for the fundraising that occurred after the year end.
16 Share capital
|
As at 30 April |
|
|
2010 |
2009 |
|
£ |
£ |
Authorised |
|
|
158,248 Ordinary Shares of £0.01 each |
1,582 |
1,582 |
23,752 Convertible Preference Shares of £0.01 each |
238 |
238 |
|
----------- |
----------- |
Allotted, called up and fully paid |
|
|
103,525 ordinary shares of £0.01 each |
1,035 |
1,035 |
17,814 Convertible Preference Shares of £0.01 each |
178 |
178 |
|
----------- |
----------- |
|
1,213 |
1,213 |
|
----------- |
----------- |
Share Rights
The ordinary share and preference shares rank pari passu in all respects other than:
· The profits which the group may determine to distribute in respect of any financial period shall be distributed only among the holders of the ordinary shares. The preference shares shall not entitle the holders of them to any share in such distributions
· On a return of capital or assets on a liquidation, reduction of capital or otherwise the surplus assets of the group remaining after payment of its obligations shall be applied:
o First, in paying to the holders of the preference shares the amount paid thereon, being the amount equal to the par value of the preference shares excluding any premium
o Secondly, the balance of such surplus assets shall belong to and be distributed amongst the holders of the ordinary shares
The preference share holders have the right to, at any time, convert the preference shares held to the same number of ordinary shares.
Share options and warrants
Employee related share options are disclosed in note 20. In addition to these, there were 22,072 non employee share options over ordinary shares of £0.01 at the year end. The Company's brokers also have a warrant to subscribe to 1,301 Ordinary Shares of £0.01.
17 Operating leases
The total future minimum rent payable under non-cancellable operating leases is as follows:
|
As at 30 April |
|
|
2010 |
2009 |
|
£ |
£ |
Property |
|
|
Within one year |
- |
64,448 |
In one to two years |
50,753 |
- |
In two to five years |
471,784 |
- |
|
------------ |
----------- |
|
522,537 |
64,448 |
|
------------ |
------- |
18 Pensions
The Group operates a defined contribution group personal pension scheme. The pension cost charge for the period represents contributions payable by the Group to the scheme and amounted to £76,741 (2009: £88,897).
19 Related party transactions
The directors consider that no one party controls the Group.
During the year ended 30 April 2010, the Group incurred costs of £251,529 (2009: £252,308) with the University of Southampton in connection with research and development activities. The University of Southampton is the controlling shareholder of Southampton Asset Management Limited, which has an interest in the Group. At the 30 April 2010, the amount unpaid in respect of these costs was £15,239 (2009:£17,399).
During the year ended 30 April 2010, the Group incurred costs of £nil (2009:£5,715) with IP Group plc, a shareholder in the Group in connection with non executive recruitment fees. At the 30 April 2010, the amount unpaid in respect of these costs was £nil (2009:£nil).
During the year ended 30 April 2010, the Group paid consultancy fees of £35,000 (2009:£35,603) directly to Prof. B. Hayden, a director of the Group. At the 30 April 2010, the amount unpaid in respect of these costs was £nil (2009:£nil). The Group also incurred fees from the University of Southampton in respect of Prof B. Hayden. These amounts are included in the £251,529 shown above.
20 Share based payments expense and share options
Share based payment expense
The Group has recognised an expense to the consolidated statement of comprehensive income representing the fair value of outstanding equity-settled share based payment awards to employees.
The Group has calculated the fair market value of options using the Black-Scholes method.
Those fair values were charged to the consolidated statement of total comprehensive income over the relevant vesting periods adjusted to reflect actual and expected vesting levels.
The Group has incentivised and motivated staff through the grant of share options under the Enterprise Management Incentive (EMI) scheme and through unapproved share option schemes.
|
Weighted Average Exercise Price |
Number |
||
|
2010 |
2009 |
2010 |
2009 |
Outstanding: |
£ |
£ |
|
|
|
|
|
|
|
At start of the period |
33.09 |
33.09 |
21,776 |
19,996 |
Granted during the period |
80.00 |
- |
900 |
1,780 |
|
-------- |
-------- |
---------- |
---------- |
At the end of the period |
34.95 |
33.09 |
22,676 |
21,776 |
|
-------- |
-------- |
---------- |
---------- |
The exercise price of options outstanding at the end of the period ranged between £10 and £242.83 and their weighted average contractual life was 5.9 years (2009: 6.7 years). These share options are exercisable only on or after the flotation or sale of the Group and must be exercised within 10 years from the date of grant.
The following information is relevant in the determination of the fair value of options granted under the equity-settled share based remuneration schemes operated by the Group
|
Year to 30 April |
Year to 30 April |
|
2010 |
2009 |
Equity-settled: |
|
|
|
|
|
Weighted average share price at date of grant / £ |
49.50 |
207.81 |
|
|
|
Exercise Price / £ |
80 |
10.00 - 242.83 |
|
|
|
Weighted average contractual life / years |
9.7 |
9.7 |
|
|
|
Expected volatility |
30% |
39% |
Expected dividend yield |
0% |
0% |
Risk free interest rate |
0.5% |
2.84% |
|
|
|
The volatility has been based on the annualized average of the standard deviations of the daily historical continuously compounded returns of the share price of three companies listed on the Alternative Investment Market which have a broadly similar technology risk profile to the Group. The risk free rate was assumed to be the yield to maturity on a UK Gilt strip with the term to maturity equal to the expected life of the option.
The charge for the period has been calculated on the basis that the group floated in May 2010.
|
2010 |
2009 |
|
£ |
£ |
Share based payment expense |
813,179 |
86,413 |
|
----------------- |
----------- |
Ilika Technologies Approved Share Option Scheme
At 30 April 2010 the following share options were outstanding in respect of the ordinary shares:
Date of grant |
Number of shares |
Period of option |
Exercise Price per share |
19/05/04 |
3,750 |
10 years |
£10 |
29/06/04 |
2,197 |
10 years |
£10 |
09/06/05 |
1,395 |
10 years |
£10 |
30/03/06 |
192 |
10 years |
£10 |
14/05/07 |
1,561 |
10 years |
£80 |
15/01/08 |
744 |
10 years |
£100 |
02/02/09 |
1,380 |
10 years |
£80 |
01/12/09 |
900 |
10 years |
£80 |
No options were exercised in the year.
Ilika Technologies Unapproved Share Option Scheme
At 30 April 2010 the following share options were outstanding in respect of the ordinary shares:
Date of grant |
Number of shares |
Period of option |
Exercise Price per share |
29/06/04 |
2,731 |
10 years |
£10 |
01/12/05 |
2,800 |
10 years |
£10 |
08/05/06 |
1,155 |
10 years |
£10 |
11/07/07 |
1,955 |
10 years |
£80 |
30/08/07 |
1,516 |
10 years |
£10 |
11/11/08 |
400 |
10 years |
£242.83 |
No options were exercised in the year.
21 Post Balance Sheet Events
On 6 May 2010, Ilika plc entered into a share exchange agreement with the shareholders of Ilika Technologies limited whereby Ilika plc acquired the entire issued share capital of Ilika Technologies Limited in consideration of the issue and allotment of 10,352,499 Ordinary Shares and 1,781,400 Convertible preference shares to the shareholders of Ilika Technologies Limited, pro rata to their existing shareholdings.
On 6 May 2010, Southampton Asset Management exercised, conditional upon admission to the Alternative Investment Market ("AIM"), its options over 2,099,900 options over ordinary shares.
On 14 May 2010, Ilika plc was admitted to AIM. This initial public offering comprised of the issue of 10,147,059 Placing Shares at 51 pence per share together with 10,147,059 Placing Warrants. The net proceeds, after transaction costs, were approximately £4,350,000.
INDEPENDENT NON STATUTORY AUDITORS' REPORT TO THE DIRECTORS OF ILIKA PLC
We have audited the non-statutory financial statements of Ilika plc for the period ended 30 April 2010 which comprises the balance sheet and the related notes. These non-statutory financial statements have been prepared in accordance International Financial Reporting Standards ("IFRSs") as adopted by the European Union.
Our report has been prepared pursuant to the requirements of our engagement letter and for no other purpose. Our audit work has been undertaken so that we might state to the company's directors those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's directors as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The Directors of Ilika plc are responsible for preparing the non-statutory financial statements in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union and for being satisfied that they give a true and fair view.
Our responsibility is to audit the non-statutory financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the non-statutory financial statements sufficient to give reasonable assurance that the non-statutory financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the non-statutory financial statements.
Opinion on financial statements
In our opinion:
· the non-statutory financial statements give a true and fair view of the state of the Company's affairs as at 30 April 2010, and
· the non-statutory financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union.
BDO LLP,
Southampton
United Kingdom
Date:
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127)
Balance sheet of Ilika plc as at 30 April 2010
|
|
As at 30 April 2010 £
|
Current assets |
|
|
Cash at bank and cash equivalents |
|
0.01 |
|
|
----- |
Total net assets |
|
0.01 |
|
|
----- |
Equity |
|
|
Issued share capital |
|
0.01 |
|
|
----- |
Shareholders' funds - equity (note 2) |
|
0.01 |
|
|
----- |
Notes to the financial information
1 Accounting polices
Basis of preparation
These non-statutory financial statements have been prepared in accordance with International Financial Reporting Standards adopted by the European Union (''IFRSs'') and have been prepared to update the financial information presented in the admission document to the company's financial year end.
Ilika plc was incorporated on 12 March 2010. Since the date of incorporation, Ilika plc has not traded, nor has it received any income, incurred any expenses or paid any dividends. Consequently no statement of comprehensive income is presented. No statement of change in equity or cashflow statement has been presented as the only movement is the £0.01 issue of share capital.
No directors report has been presented and the directors responsibilities in respect of these non-statutory financial statements are set out on page 8.
2 Share capital
|
|
As at 30 April 2010 £
|
Allotted, called up and fully paid
|
|
|
1 ordinary share of 1p each |
|
0.01 |
|
|
----- |
3 Post balance sheet events
On 6 May 2010, the Company issued 10,352,500 Ordinary Shares and 1,781,400 Convertible Preference Shares in consideration for the entire issued share capital of Ilika Technologies on a ratio of 100:1 shares. On 6 May 2010, the Company issued 2,099,900 ordinary shares pursuant to the exercise of a number of the non employee share options.
On 14 May 2010, Ilika plc was admitted to AIM. This initial public offering comprised of the issue of 10,147,059 Placing Shares at 51 pence per share together with 10,147,059 Placing Warrants. The net proceeds, after transaction costs, were approximately £4,350,000.