Final Results

Aortech International PLC 23 September 2005 For Immediate Release 23 September 2005 AorTech International plc ('AorTech' or 'the Company') Preliminary Results for the year ended 31 March 2005 AorTech International plc (AIM: AOR), the Biomaterials Intellectual Property and material manufacturing Company announces its Preliminary Results for the year ended 31 March 2005. Operational Highlights • Expansion of the Elast-Eon Master technology data base • Successful bench testing of formulations for spinal disc applications • Major internal developments in next generation breast implants to include • Validation of superiority of Elast-Eon for breast implant shell, particularly in comparison with silicone • Meeting with the FDA to assess the use of Elast-Eon in breast implants • Development of specific Elast-Eon formulations suitable for minimally invasive devices, injectable in situ cure and progress in defining the regulatory road map for the ultimate approval of this product • Development of form-stable, metal-free and ultra-low extractable gels • Support for client manufacturing as part of first human use • Renaming of the Company to AorTech Biomaterials plc - to be proposed at AGM Financial Highlights • Loss After Tax for the year was £1,867,390. (2004: Profit £527,260) • Net cash position as at 31 March 2005 was £4,015,126 (2004: £5,968,200) Commenting on the results, Frank Maguire, Chief Executive of AorTech said: 'Having come through a major refocus of the business, AorTech now has a number of exciting products and applications based on Elast-Eon. Our work to develop the Masterfile for the FDA is a credit to our team as their commitment is now being reflected in real commercial opportunities. 'We would like to thank our shareholders for their support during this time and look forward to reporting further progress in all of our key projects over the coming months.' For further information please contact: AorTech International plc 00 1 801 201 4336 Frank Maguire, Chief Executive Buchanan Communications 020 7466 5000 Ben Willey, Lisa Baderoon, Rebecca Skye Dietrich Notes to Editors: AorTech International plc is a public limited company formed under the laws of Scotland, UK and is traded on the Alternative Investment Market, a market operated by the London Stock Exchange plc, under the trading symbol AOR. Additional material concerning AorTech International is available on the Company's website at www.aortech.com, or may be obtained by contacting the Company's Investor Relations firm, Buchanan Communications Limited. CHAIRMAN'S STATEMENT RESULTS The Company had turnover in the year ended 31 March 2005 of £136,958 (2004 £360,185), whilst operating expenses for the year were £2,189,908, some 13% less than in the preceding year. These expenses included development expenditure of £653,896 and amortization of intangible fixed assets of £94,589. The Loss on Ordinary Activities Before Tax was £1,867,390 - some £417,833 more than in 2004 during which year the Company benefited from £552,856 of gains on exceptional items. Loss After tax for the year was £1,867,390. This compares with a Profit After Tax of £527,260 during the year ended 31 March 2004 following receipt of £1,976,817 in tax credits in respect of development work during earlier years. The cash position as at 31 March 2005 was £4,015,126 - some £1,953,074 less than on the corresponding day in 2004. In line with the resolution passed at the last Annual General Meeting, the Share Premium Account has been cancelled, and this is reflected in the statutory Accounts. BUSINESS REVIEW AND ACTIVITIES The progress made at AorTech in Financial Year 2005 is a story that began with the vigorous turnaround of FY 2003 and the foundation building in the year 2004. The turnaround comprised of a number of key strategic actions, including: • The appointment of new management • Termination of £30 million Becton Dickinson acquisition • Sale of the loss making heart valve business • Voluntary withdrawal of TruCCOMs from market • Sale of TruCCOMs intellectual property • Termination of in-house development of Tri-leaflet heart valve • Start up of Biomaterial licensing and supply business • A reduction in cash burn from £10m in FY 2003 to under £1m in 2004 • Biomaterial technology licenses and supply agreements executed June 2003. Having accomplished these changes, management developed a strategy for the new business. During the foundation year of 2004, the business: • generated 17 new materials evaluation programmes reflecting the expansion of Elast-Eon platform into new areas • progressed 2 step-out projects through to advanced stages of product development • increased its scientific profile through World Biomaterials Congress presentations • provided support for key client relationships, resulting from dramatic improvements in quality of materials achieved through process optimisation to facilitate higher yields in device production • submitted its first master file to FDA • developed a supplier management programme and the expansion of the supplier base • successfully completed research programmes on drug-eluting stents and spinal discs • achieved advances in breast implant potential • succeeded in developing the Melbourne manufacturing and technology centre into a key strategic asset. Frank Maguire and I would like to acknowledge the contributions made by Laurie Rostron, Chairman of the Company until May 2005, to the turnaround and foundation phases of this reincarnated business. His guidance and steady hand were instrumental in setting this new business off in a positive direction. The accomplishments of the past year reflect the beginnings of commercial as well as strategic, regulatory and technical progress. Milestones of note include: • Expansion of the Elast-Eon Master technology data base • Maintenance of high quality and stable supply of Elast-Eon • Development of new abrasion resistant, low creep grades for orthopaedic applications, in particular the rapidly growing spinal disc segment • Major internal developments in next generation breast implants that address material selection and preliminary toxicity and biostability results • Validation of superiority of Elast-Eon for breast implant shell, particularly in comparison with silicone • Completion of sterilization feasibility for the Elast-Eon breast implant • Meeting with the FDA to assess the use of Elast-Eon in breast implants • Development of specific Elast-Eon formulations suitable for minimally invasive devices, injectable in situ cure and progress in defining the regulatory road map for the ultimate approval of this product • Development of form-stable, metal-free and ultra-low extractable gels • Successful bench testing of formulations for spinal disc applications • Support for client manufacturing as part of first human use project OUTLOOK The Company believes that first human use of Elast-Eon and the generation of the first royalty income for the business will occur within one year. The effect that this event will have on the biomaterial licensing and supply business will be positive and manifest itself along with steadily growing revenue streams - in terms of an increasing number of licensing deals and projects and the individual value of these projects to AorTech. It will be the result of the consistent diligent and expert work by all of our valued employees. It will be the point in time where the work of the past three years can be acknowledged and the 'new' AorTech will have been launched. After considering the feedback from the investment community and a number of key shareholders, the Board has reached a decision to propose a re-naming of the Company to AorTech Biomaterials plc. This will be subject to approval at the Annual General Meeting of the Company. I am delighted at the progress we have made with both our 'generation 5', safer surgical type breast implant and the breakthroughs we are experiencing with the development of a true minimally invasive breast implant. The AorTech Board is looking forward to increasingly positive commercial results in the coming year. There are a number of new applications, licensees and the prospect of clinical use of Elast-Eon for a number of long-term implants where there is a high demand for extraordinary fatigue performance, abrasion resistance, blood compatibility and general physical strength. BOARD CHANGES We announced at the end of October 2004 that Ian Cameron was stepping down from his position as Finance Director but would remain as a Non Executive Director and Company Secretary in the short term. Ian retired from the Board with effect from 20th December 2004. Having contributed substantially to AorTech during his six years with the Company. He has been succeeded as Company Secretary by David Parsons, ACIS. In May 2005, my predecessor as Chairman, Laurie Rostron, and Peter Gibson, Non-Executive Director of the Company, retired from the Board. Earlier in this Statement I have acknowledged the contribution made by Laurie Rostron, but I would also take this opportunity to express my warm thanks to both colleagues for their considerable efforts and input during a difficult, transitional period for the Company. In May 2005, we also announced the appointment of Dr Stuart Rollason as a Non-Executive Director. Dr Rollason brings a wealth of experience, both medical and corporate, to the Board and it has become clear that his input will prove of much value in the months ahead. AUDITORS The Company's current auditors, PricewaterhouseCoopers LLP, have resigned with effect from the forthcoming Annual General Meeting. PricewaterhouseCoopers LLP have confirmed to us that there are no circumstances connected with their resignation that they consider should be brought to the attention of members. Grant Thornton UK LLP have confirmed that they would be pleased to accept appointment as the Company's auditors. I am grateful to the partners and staff of PricewaterhouseCoopers LLP for the professionalism and services they have provided during their tenure. CONCLUSION The task ahead remains challenging, but I believe that the credibility attained from the successful completion of the long, arduous process of qualifying Elast-Eon for human use will provide a substantive boost for our heart valve and breast implant projects with investors, regulators and potential industry partners. My sincere thanks go to Frank Maguire, and his highly skilled team, for their considerable achievements, efforts and support during the past year. Jon Pither Chairman 23 September 2005 CONSOLIDATED PROFIT AND LOSS ACCOUNT for the year ended 31 March 2005 Notes 2005 2004 £ £ Turnover 2 136,958 360,185 Cost of Sales 3 (31,339) (30,649) Gross Profit 105,619 329,536 Net operating expenses 3 (2,189,908) (2,527,045) Net operating expenses include: Development expenditure (653,896) (559,032) Amortisation of intangible fixed assets (94,589) (97,863) Group operating loss 3 (2,084,289) (2,197,509) Exceptional items 4 - 552,856 Loss on ordinary activities before interest (2,084,289) (1,644,653) Interest receivable 216,899 195,096 Loss on ordinary activities before taxation (1,867,390) (1,449,557) Taxation 5 - 1,976,817 (Loss)/Profit for the financial year (1,867,390) 527,260 (Loss)/Profit per ordinary share Basic 6 (49.01p) 13.84p Diluted (49.01p) 13.84p There is no difference between the losses stated above and their historical cost equivalent. All results are derived from continuing operations. STATEMENT OF TOTAL RECOGNISED GAINS/(LOSSES) for the year ended 31 March 2005 2005 2004 £ £ (Loss)/Profit for the financial year (1,867,390) 527,260 Currency translation differences arising on consolidation (45,215) 130,024 Total (losses)/gains recognised since last annual report (1,912,605) 657,284 BALANCE SHEET as at 31 March 2005 2005 2004 Fixed assets Intangible assets 1,449,366 1,565,806 Tangible assets 189,678 235,608 Investment in subsidiary undertakings - - 1,639,044 1,801,414 Current assets Stocks 68,852 48,853 Debtors 278,948 185,848 Cash at bank 4,015,126 5,968,200 4,362,926 6,202,901 Creditors: amounts falling due within one year (348,460) (438,200) Net current assets 4,014,466 5,764,701 Total assets less current liabilities 5,653,510 7,566,115 Net assets 5,653,510 7,566,115 Capital and reserves Called up share capital 9,525,695 9,525,695 Share premium account - 63,359,594 Other reserve (2,003,143) (2,003,143) Profit & Loss account (1,869,042) (63,316,031) Equity shareholders' funds 5,653,510 7,566,115 CONSOLIDATED CASH FLOW STATEMENT for the year ended 31 March 2005 Note 2005 2004 £ £ Net cash outflow from operating activities Net cash outflow before exceptional items 7 (2,139,103) (1,898,890) (2,139,103) (1,898,890) Outflow related to exceptional items - (1,335,862) Net cash outflow from operating activities (2,139,103) (3,234,752) Returns on investment and servicing of finance Interest received 216,899 188,359 Taxation Research and development tax credits received - 2,075,716 Capital expenditure and financial investment Purchase of intangible fixed assets - - Purchase of tangible fixed assets (28,000) (14,908) Sale of tangible fixed assets - 136,440 Net cash inflow/(outflow) from capital expenditure and (28,000) 121,532 financial investment Disposals Disposal of commercial valve operations - (50,000) Cash outflow before management of liquid resources and (1,950,204) (899,145) financing Management of liquid resources Cash released from short term deposit 1,994,364 734,983 Increase/(decrease) in cash in the year 44,160 (164,162) Note 1. The financial statements for AorTech International plc have been approved but have yet to be signed for the year ended 31 March 2005. The financial information set out in the announcement does not constitute the Company's statutory Accounts for that year nor for the year ended 31 March 2004. The financial information for the year ended 31 March 2004 is derived from the statutory accounts for that year which have been delivered to the Registrar of Companies. The auditors reported on those Accounts; their report was unqualified and did not contain a statement under either Section 237 (2) or Section (3) of the Companies Act 1985. The statutory Accounts for the year ended 31 March 2005 have been finalised on the basis of the financial information presented by the Directors in this preliminary announcement and will be delivered to the Registrar of Companies following the Company's Annual General Meeting. Note 2 Segmental analysis by class of business and geographical area (a) Class of business - The Group operates one class of business (b) Geographical area - The analysis by geographical area of the Group's turnover is set out below: 2005 2004 sales by sales by sales by sales by destination origin destination origin £ £ £ £ Geographical segment: United Kingdom 13,024 - - - Rest of Europe - - - - Rest of World 123,934 136,958 360,185 360,185 136,958 136,958 360,185 360,185 Note 3 - Cost of sales, gross profit, selling and marketing costs and administrative expenses 2005 2004 £ £ Turnover 136,958 360,185 Cost of Sales (31,339) (30,649) Gross Profit 105,619 329,536 Selling and marketing costs (185,384) (296,492) Administrative expenses: Development expenditure (653,896) (559,032) Amortisation of intangible fixed assets (94,589) (97,863) Other (1,256,039) (1,573,658) Total administrative expenses (2,004,524) (2,230,553) Net operating expenses (2,189,908) (2,527,045) Group operating loss (2,084,289) (2,197,509) Note 4 - exceptional items 2005 2004 (nil) £ Gain on termination of truCCOMS operations 307,660 Gain on disposal of commercial valve 111,581 operations Fundamental restructuring costs 133,615 552,856 Cash consideration 87,660 held in Escrow for 12 months 220,000 307,660 Gain on disposal 307,660 The gain during the year ended 31 March 2004 for fundamental restructuring costs arose from the overprovision of estimated costs at 31 March 2003 Note 5 - Taxation The tax credit of £1,976,817 in 2004 relates to research and development credits received in respect of expenditure incurred in previous years. Note 6 - (Loss) / Profit on Ordinary Share The basic (loss) per ordinary share is calculated on the loss of the Group of £1,867,390 (2004: profit of £527,260) and on 3,810,278 (2004 : 3,810,278) equity shares, being the weighted average number of shares deemed to be in issue. The exercise of share options would not have been dilutive and accordingly the basic and diluted (loss)/profit per share are the same. Note 7 - Net cash outflow from operating activities Net cash outflow from operating activities for the year to 31 March 2004 included expenditure of £636,518 which was not incurred in the current year. This information is provided by RNS The company news service from the London Stock Exchange
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