Final Results
Fulcrum Pharma PLC
15 November 2001
For Immediate Release: 15 November 2001
Fulcrum Pharma PLC
Preliminary Results for the Period Ended 31 August 2001
Fulcrum Pharma PLC (LSE: FUL), the independent drug development company, today
announces its preliminary results for the period ended 31 August 2001.
Highlights:
* Turnover increased 234% to £6.0 million (2000: £1.8 million)
* PBT and exceptional items improved to £546,000 (2000: £24,000)
* Fulcrum Japan enters profit for first time - contributing 25% of
internal contribution
* EPS of 0.70p a ten fold increase on the figure of 0.07p for last
year (adjusted diluted EPS of 0.42p)
* Net cash balance of £2.0 million
* European, US and Japanese client base expanded - now includes:
Shire, Xenova and Pharmagene as well as blue chip global Pharma and
premier Japanese Pharma companies
* Drug Development Services continue to be applied to a wide range
of therapeutic areas
Commenting on the results, Professor Sir Charles George, Chairman of Fulcrum
Pharma, said:
'With the advent of contracts of higher value and increasing duration Fulcrum
is building revenue streams that enable the Board to view the future with
confidence. Strategies are in place to penetrate the US market, further expand
our client base in Europe and Japan as well as grow the number and length of
contracts.
'The Board anticipates another successful year of contract wins and
international expansion and looks forward to reporting on further developments
during the course of 2002.'
For further information, please contact :
Fulcrum Pharma PLC
Jon Court, Chief Executive 0870 710 7152
Neil Oughton, Business Development Director 0870 710 7155
Buchanan Communications 0207 466 5000
Nicola How / Louise Bolton
Fulcrum Pharma PLC
Preliminary Results for the Period Ended 31 August 2001
OVERVIEW
Fulcrum has established itself during the year as a leading provider of
Virtual Drug Development Services to clients in all sectors of the industry
across the globe. Fulcrum's clients include blue chip global Pharma, premier
Japanese companies plus companies emerging as rising stars. The Company's
specialism in Japan has enabled significant growth of the business and Fulcrum
has worked, or is working, for five of the top twenty Japanese Pharma
companies. Further Fulcrum is now supporting a major UK company to achieve its
business goals in Japan. Revenues from Fulcrum's Drug Development Services
business have increased significantly during the last year from £1.8 to £6.0
million.
RESULTS BEFORE EXCEPTIONAL ITEMS
Fulcrum is pleased to report a Profit Before Tax and exceptional items of £
546,000 for the year ended 31 August 2001, achieved on turnover of £6,026,000
(2000 Profit Before Tax £24,000, turnover £1,804,000). Earnings per share on
this basis were 0.70p, a tenfold increase on the figure of 0.07p last year.
The adjusted diluted earnings per share after the expected deferred
consideration (see section below) are 0.42p.
It is our intention to pay a dividend after the interim results in 2002.
EXCEPTIONAL ITEM
Deferred consideration:
Fulcrum acquired the share capital of Fulcrum Pharma Developments Ltd (FPD
Ltd) in March 2000 by means of a share for share exchange. Due to
uncertainties regarding the valuation of FPD Ltd, it was agreed between the
company and the vendors that additional shares would be issued by the company,
by way of deferred consideration, the number of such shares depending on the
profits of the company in the year ending 31 August 2001. Although the
directors believe that the substance of this arrangement is deferred
consideration they have received advice that the appropriate accounting
treatment is to charge the profit and loss account with the fair value of the
additional shares to be issued (£950,000). This accounting entry does not
reduce the Group's net assets and is a non-cash transaction. In the view of
the directors, this amount should be disregarded for the purposes of reviewing
the underlying performance of the company.
Fulcrum has taken the decision to propose amendments to the share exchange
agreement in order to eliminate interpretation issues and clarify the basis of
the treatment of the deferred consideration which has been applied in these
accounts. Such amendments will include an alteration to the definition of '
Profit Before Tax' contained in the share exchange agreement under which the
amount of deferred consideration is calculated. The non-Executive directors
have consulted with the Company's Nominated Adviser, Seymour Pierce and
consider that this course of action is fair and reasonable as far as the
shareholders are concerned. The agreed changes to the share exchange agreement
do not affect the outcome and original intent of the share exchange agreement,
which was to provide deferred consideration to certain of the vendors of FPD
Ltd, as summarised in the prospectus dated March 2000 which was prepared in
connection with the Company's admission to the Alternative Investment Market.
As a result of the proposed amendments to the share exchange agreement, the
deferred shares will be issued based on the profit before tax and exceptional
items set out in this report. Accordingly following completion of the changes
to the share exchange agreement the directors expect to issue 31,666,667 new
ordinary shares to certain of the vendors of FPD Ltd.
OPERATING REVIEW
Client Update:
Fulcrum's active and continued business development activities have resulted
in initial and successful penetration of the key sectors of the pharmaceutical
outsourcing market. Clients were dispersed through the major Pharma markets
where R&D spend and outsourcing of drug development services are concentrated.
Statistics show that the industry spent $45 billion on R&D in 2000 when
expenditure was split as follows: US (36%), EU (37%) and Japan (19%). For
reasons of client confidentiality it is not possible to name the majority of
Fulcrum's clients. However, in the past year revenues were distributed evenly
between 3 client sectors: emerging / biotech companies, blue chip large and
mid size pharmaceutical and biotechnology companies and Japanese Pharma.
Over the past year there has been a significant expansion of Fulcrum's client
base in Europe, US and Japan, with the Group having provided drug development
services to over 20 companies in these areas. Significantly, Fulcrum has
worked for 5 of the top twenty Japanese Pharma companies over the past year,
as well as with 2 of the top ten global Pharma companies. In addition the
Group received significant repeat business.
In Fulcrum's local market repeat business was won with Xenova and new
contracts established with Shire and Pharmagene.
Drug Development Services:
Fulcrum's Drug Development Services have been widely applied over the past 12
months. The reasons that a company in the healthcare arena would use Fulcrum's
services are most commonly to take advantage of the speed with which a tailor
made, dedicated Fulcrum team can progress a drug through the complex
development and regulatory approval process. Fulcrum enables faster and more
cost effective drug development than industry standards. This is at a time
when the Pharma industry as a whole has not improved productivity (number of
new drugs produced per year) or development timelines over the past decade
(source: 12th Annual FT World Pharmaceutical Conference, November 2001). The
breadth of therapeutic areas to which Fulcrum's drug development services have
been applied on behalf of clients has demonstrated the flexibility of
Fulcrum's virtual drug development business model. These have included the
development of anti-cancer, anti-infective, anti-inflammatory, central nervous
system and metabolic disease therapeutics.
Projects that have been implemented for clients, based on Fulcrum's key
services, include:
- Design and planning of drug development programmes and plans;
- Implementation and management of programmes and plans through
tailor-made teams;
- Assembly and assessment of product information and knowledge for
registration and marketing.
Projects have included entire drug development programmes encompassing
preclinical, clinical, manufacturing, regulatory science and Quality
Assurance; partial programmes (e.g. clinical trials only); integration of
Japanese designs into Western drug development programmes; working with and
appointing Scientific Advisory Boards as well as advising on regulatory
strategies.
Japan Office:
Last year Fulcrum established a foothold in the Japanese Pharma market
resulting in significant business and client opportunities for the Group. The
Fulcrum Pharma Japan office is located in the centre of the 'Pharma district'
in Tokyo. This enables the necessary level of client contact in a market where
it is essential to understand the culture in addition to the business drivers.
The Japanese office is also convenient for Osaka where there is another
concentration of potential clients. During the past year Fulcrum Japan and the
Group have provided services to 5 of the top twenty Japanese Pharma companies
plus non-Japanese Pharmas who have declared an intent to become top ten
players in this market by the year 2010.
The staff in the Tokyo office are Japanese nationals who combine extensive
global drug development expertise with local knowledge to provide high quality
local drug development services to Japanese and European clients plus business
development for the UK office.
FINANCIAL REVIEW
Profit before tax and exceptional items has improved to £546,000 compared to £
24,000 in the previous financial year. Our Japanese operation has been
included in our financial consolidation for the first time and significantly
Fulcrum Japan provided 25% of the Group's internal contribution.
In January 2001 Fulcrum raised £1,250,000 through a placing of 12.5 million
shares for the purposes of strategic expansion. These funds have enabled the
Company to pursue expansion opportunities, which remain on target for
implementation before the end of the next financial year.
The Company has established a healthy cash position with a net balance of £2.0
million to support its strategy for future growth. Further highly qualified
employees have been added to the Operations Group to deepen drug development
experience and complement existing capabilities. Active recruitment is
continuing.
To drive recruitment and incentivise existing employees, management has
introduced a bonus scheme related to the Company's financial performance. This
is in addition to the existing share option schemes.
FUTURE STRATEGY
Fulcrum has drawn up a strategy for future growth and expansion. The Group's
key focus area will be on growing the number and duration of contracts by
continuing its high quality service to existing customers as well as spending
management time and resource on winning new clients through targeted business
development. In 2002 it is also Fulcrum's aim to utilise its funds for
strategic expansion to access portfolios of contracts from the Industry and to
accelerate penetration of the world's largest healthcare market, the US, and
it is likely that this will be achieved through the Group opening a US office
during 2002 (although the Group is not able to discuss exact plans at this
stage). The Board of Fulcrum also fully intends to increase its capabilities
in the fast-growing Japanese outsourcing market - the last year has seen the
Group expand in this area ahead of expectations and the Board sees no reason
why this trend should not continue in the future.
PROSPECTS
With the advent of contracts of higher value and increasing duration Fulcrum
is building revenue streams that enable the Board to view the future with
confidence. Strategies are in place to penetrate the US market, further expand
our client base in Europe and Japan and grow the number and duration of
contracts. The Board anticipates another successful year of contract wins and
international expansion and looks forward to reporting on further developments
during the course of 2002.
Professor Sir C F George Dr J P Court
Chairman Chief Executive Officer
14 November 2001
Consolidated profit and loss account
For the year ended 31 August 2001
28 weeks
to
31 August
52 weeks to 31 August 2001 2000
Notes Before
Exceptional Exceptional
Items items (2) Total Total
£'000 £'000 £'000 £'000
TURNOVER 1 6,026 - 6,026 1,804
Cost of Sales (4,642) (554) (5,196) (987)
GROSS PROFIT 1,384 (554) 830 817
Selling expenses (201) (185) (386) (86)
Administrative expenses (686) (211) (897) (720)
OPERATING PROFIT/(LOSS) 2 497 (950) (453) 11
Interest receivable and similar 49 - 49 13
income
PROFIT/(LOSS) ON ORDINARY
ACTIVITIES BEFORE TAXATION 546 (950) (404) 24
Tax on profit/(loss) on ordinary
activities (163) - (163) (7)
RETAINED PROFIT/(LOSS) FOR 383 (950) (567) 17
THE PERIOD
Earnings per share (pence)
Adjusted basic 4 0.70p 0.07p
Adjusted diluted 4 0.42p 0.07p
Basic and diluted 4 (1.04p) 0.07p
Adjusted earnings per share excludes the effect of the exceptional items.
STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
There were no recognised gains and losses other than the loss for the year
ended 31 August 2001 of £567,000 (2000: profit of £17,000).
BALANCE SHEET
At 31 August 2001
Group Company
2001 2000 2001 2000
Notes £'000 £'000 £'000 £'000
FIXED ASSETS
Tangible assets 42 13 - -
Investment in subsidiaries - - 133 133
CURRENT ASSETS
Debtors 985 892 2,001 713
Cash at bank and in hand 1,980 716 58 18
2,965 1,608 2,059 731
CREDITORS: amounts falling due within one
year (572) (849) (23) (10)
NET CURRENT ASSETS 2,393 759 2,036 721
TOTAL ASSETS LESS CURRENT
LIABILITIES 2,435 772 2,169 854
PROVISIONS FOR LIABILITIES
AND CHARGES (10) - - -
2,425 772 2,169 854
CAPITAL AND RESERVES
Called up share capital 5 615 467 615 467
Share premium 5 1,543 421 1,543 421
Merger reserve 5 (133) (133) - -
Profit and loss account 5 400 17 11 (34)
Equity shareholders' funds: 2,425 772 2,169 854
Jon Court Neil Oughton
Director Director
15th November 2001
CONSOLIDATED STATEMENT OF CASH FLOW
For the year ended 31 August 2001
52 weeks to 28 weeks to
31 August 31 August
2001 2000
Notes £'000 £'000
NET CASH INFLOW/(OUTFLOW)
FROM OPERATING ACTIVITIES 6a 15 (29)
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
Interest received 49 13
TAXATION PAID (7) -
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT
Purchase of tangible fixed assets (63) (23)
NET CASH OUTFLOW BEFORE MANAGEMENT OF
LIQUID RESOURCES AND FINANCING (6) (39)
FINANCING
Issue of ordinary share capital 1,320 1,000
Share issue costs (50) (245)
1,270 755
INCREASE IN CASH 1,264 716
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS
52 weeks to 28 weeks to
31 August 31 August
2001 2000
£'000 £'000
Increase in cash 1,264 716
NET FUNDS AT START OF YEAR 6b 716 -
NET FUNDS AT END OF YEAR 6b 1,980 716
NOTES TO THE ACCOUNTS
For the year ended 31 August 2001
1. SEGMENTAL INFORMATION
The group has a single class of business of virtual drug development.
Turnover by geographical market is given below:
52 weeks to 28 weeks to
31 August 31 August
2001 2000
£'000 £'000
United Kingdom 3,519 312
Rest of Europe 148 367
United States of America 1,527 824
Japan 832 301
6,026 1,804
2. EXCEPTIONAL ITEM
As set out in the paragraph below, the Company has recorded an exceptional
charge of £950,000 in the profit and loss account to reflect the difference
between the fair value of the shares at the date of the agreement and the
amount of consideration, if any, that shareholders may be required to pay for
the additional shares. This charge has been allocated across the relevant cost
centres to which the individuals provide their services as follows:
£'000
Cost of sales 554
Selling Expenses 185
Administrative expenses 211
950
The Group has an operating profit before tax and exceptional items of £497,000
(2000: £11,000). As disclosed in the listing document dated 8 March 2000,
produced by the Company in connection with its admission to the Alternative
Investment Market ('AIM') and in the Company's annual accounts for the year
ended 31 August 2000, certain shareholders, including directors, of the
Company are entitled under a share exchange agreement dated 7 March 2000 to be
allotted up to a maximum of 56,666,666 additional 1p ordinary shares in the
Company by reference to the consolidated profits before tax of the Group for
the twelve months ended 31 August 2001. Based on the profit before tax and
exceptional items of £546,000, the Company expects to issue 31,666,667
additional ordinary shares as deferred consideration.
3. DIVIDENDS
The Directors do not propose a dividend for the year ended 31 August 2001.
4. EARNINGS PER SHARE
The basic earnings per ordinary share is based on the Group's loss for the
year of £567,000 (2000: profit of £17,000) divided by the weighted average
number of ordinary shares in issue, calculated using merger accounting
principles, of 54,547,619 (2000: 24,423,559). Diluted earnings per share is
the same as basic earnings per share as the effect of options and shares to be
issued is anti-dilutive.
Adjusted basic earnings per ordinary share is based on the Group's profit
before exceptional items of £383,000, divided by the weighted average number
of ordinary shares in issue, calculated using merger accounting principles, of
54,547,619.
The adjusted diluted earnings per share is based on the Group's profit for the
year before exceptional items of £383,000, and on 90,672,904 ordinary shares
calculated as follows:
2001
Basic weighted average number of shares 54,547,619
Dilutive potential ordinary shares - employee share options 2,613,023
- shares to be issued under
share exchange agreement 31,666,666
- warrants 1,845,596
90,672,904
5. RECONCILIATION OF MOVEMENTS ON RESERVES AND SHAREHOLDERS' FUNDS
Called up Share Profit
Share Premium Merger & loss
Capital Account Reserve account Total
£'000 £'000 £'000 £'000 £'000
At incorporation - - - - -
Issue of share capital 467 666 - - 1,133
Admission costs - (245) - - (245)
Profit for the period - - - 17 17
Equity elimination upon consolidation - - (133) - (133)
At 1 September 2000 467 421 (133) 17 772
Issue of share capital 148 1,172 - - 1,320
Issue costs - (50) - - (50)
Loss for the year - - - (567) (567)
Discount on shares and share options - - - 950 950
At 31 August 2001 615 1,543 (133) 400 2,425
6. NOTES TO THE STATEMENT OF CASH FLOWS
(a) Reconciliation of the operating (loss)profit to net cash inflow/
(outflow) from operating activities:
2001 2000
£'000 £'000
Operating loss (453) 11
Depreciation 34 10
Non cash exceptional item 950 -
(Increase) in debtors (93) (892)
(Decrease)/increase in creditors (423) 842
Net cash inflow/(outflow) from operating activities 15 (29)
(b) Analysis of net funds
At 1 September At 31 August
2000 Cash flow 2001
£'000 £'000 £'000
Cash at bank and in hand 716 1,264 1,980
7. ANNOUNCEMENT BASED ON DRAFT ACCOUNTS
The financial information set out in the announcement does not constitute the
Company's statutory accounts for the periods ended 31 August 2001 or 2000.
The financial information for the year ended 31 August 2000 is derived from
the statutory accounts for that period which have been delivered to the
Registrar of Companies. The auditors reported on these accounts; their report
was unqualified and did not contain a statement under s237(2) or (3) Companies
Act 1985. The statutory accounts for the year ended 31 August 2001 will be
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.
Copies of the accounts are being sent to shareholders and are also available
to the public at the registered office of the Company, Hamilton House, 111
Marlowes, Hemel Hempstead, Hertfordshire HP1 1BB.