Tissue Regenix Group plc
Unaudited Interim Results for the six months ended 30 June 2017
Leeds, 28th September 2017 - Tissue Regenix Group (AIM:TRX) "Tissue Regenix" or "The Group", the regenerative medical devices company, today announces its unaudited interim results for the six months ended 30 June 2017.
Highlights
· Total revenue growth of 118% driven by DermaPure® and GBM-V £1.37m (H1 2016: £631k)
· Completed Acquisition of CellRight Technologies
· New state-of-the-art processing facility in San Antonio, Texas
· Jesus Hernandez, founder and CEO of CellRight technologies, Appointed Chief Scientific Officer
· Successful Equity placing of £40m
· Restructure of US direct sales force
Antony Odell, CEO of Tissue Regenix Group plc commented: "We are pleased to be able to report continued revenue growth for Tissue Regenix. Our strategy to grow DermaPure® sales in the US drove revenue growth by 118% in the first half of 2017.
The financial performance of the Group has been in line with the Board's expectations, and with the cash resources now available, investment into the ongoing commercial development of the Group will continue and the Board is confident this will deliver increased shareholder value.
In August, we completed the transformational acquisition of CellRight Technologies. The acquisition allows us to add a complementary, regenerative platform technology, and to strengthen the US senior management team with Jesus Hernandez, assuming overall responsibility for the US business.
We would like to thank our existing and new shareholders who have supported the recent fundraising and transaction. We remain focused on delivering organic growth from our innovative product portfolio and committed to increasing market penetration and our international presence."
The Capital Markets Day scheduled for 12 October 2017 has been postponed. A rescheduled date will be announced in due course.
For more Information:
Tissue Regenix Group plc Caitlin Pearson Corporate Communications Director
|
Tel: 0330 430 3073 |
Jefferies International Ltd Simon Hardy / Christopher Binks
|
Tel: 020 7029 8000
|
FTI Consulting Brett Pollard / Mo Noonan/ Rob Winder |
Tel: 0203 767 1000 |
About Tissue Regenix
Tissue Regenix is a leading medical devices company in the field of regenerative medicine. Tissue Regenix was formed in 2006 when it was spun-out from the University of Leeds, UK. The company's patented decellularisation ('dCELL®') technology removes DNA and other cellular material from animal and human soft tissue leaving an acellular tissue scaffold which is not rejected by the patient's body and can then be used to repair diseased or worn out body parts. Current applications address many critical clinical needs such as sports medicine, heart valve replacement and wound care.
In November 2012 Tissue Regenix Group plc set up a subsidiary company in the United States - 'Tissue Regenix Wound Care Inc.', January 2016 saw the establishment of joint venture GBM-V, a multi- tissue bank based in Rostock, Germany.
In August 2017 Tissue Regenix acquired CellRight Technologies®, a biotech company that specializes in regenerative medicine and is dedicated to the development of innovative osteoinductive and wound care scaffolds that enhance healing opportunities of defects created by trauma and disease. CellRight's human osteobiologics may be used in spine, trauma, general orthopaedic, foot & ankle, dental, and sports medicine surgical procedures.
INTERIM FINANCIAL REPORT
FOR THE 6 MONTHS UP TO 30 JUNE 2017
Condensed Consolidated Statement of Comprehensive Income (Unaudited)
FOR THE 6 MONTHS UP TO 30 JUNE 2017
|
Notes |
6 months to 2017 £000 |
6 months to 2016 £000 |
11 months to 31 December 2016 £000 |
Revenue |
|
1,376 |
631 |
1,443 |
Cost of sales |
|
(508) |
(119) |
(354) |
Gross Profit |
|
868 |
512 |
1,089 |
Administrative expenses |
|
(6,310) |
(6,035) |
(12,149) |
Operating loss |
|
(5,442) |
(5,523) |
(11,060) |
Finance income |
|
17 |
81 |
114 |
Loss before tax |
|
(5,425) |
(5,442) |
(10,946) |
Taxation |
4 |
660 |
280 |
1,034 |
Loss after tax |
|
(4,765) |
(5,162) |
(9,912) |
|
|
|
|
|
Attributable to: |
|
|
|
|
Equity holders of the parent |
|
(4,589) |
(5,082) |
(9,786) |
Non-controlling |
|
(176) |
(80) |
(126) |
|
|
(4,765) |
(5,162) |
(9,912) |
|
|
|
|
|
Other comprehensive income/(expense): |
|
|
|
|
Foreign currency translation differences - |
|
38 |
(38) |
(1) |
Total comprehensive expense for the year |
|
(4,727) |
(5,200) |
(9,913) |
|
|
|
|
|
Attributable to: |
|
|
|
|
Equity holders of the parent |
|
(4,541) |
(5,105) |
(9,787) |
Non-controlling interests |
|
(186) |
(95) |
(126) |
|
|
(4,727) |
(5,200) |
(9,913) |
|
|
|
|
|
Loss per share |
|
|
|
|
Basic and diluted on loss attributable |
5 |
(0.60)p |
(0.68)p |
(1.29)p |
The loss for the period arises from the Group's continuing operations.
Condensed Consolidated Statement of Changes in Equity (Unaudited)
FOR THE 6 MONTHS UP TO 30 JUNE 2017
|
Attributable to equity holders of parent |
|
|
|||||||
|
Share Capital £000 |
Share Premium £000 |
Merger Reserve £000 |
Reverse Acquisition Reserve £000 |
Reserve For Own Shares £000 |
Share Based Payment Reserve £000 |
Retained Earnings Deficit £000 |
Total £000 |
Non- controlling Interests £000 |
Total Equity £000 |
At 31 January 2016 |
3,801 |
50,461 |
10,884 |
(7,148) |
(831) |
946 |
(36,791) |
21,322 |
(83) |
21,239 |
Loss for the period |
- |
- |
- |
- |
- |
- |
(5,082) |
(5,082) |
(80) |
(5,162) |
Other comprehensive expense |
- |
- |
- |
- |
- |
- |
(23) |
(23) |
(15) |
(38) |
Loss and total comprehensive expense for the year |
- |
- |
- |
- |
- |
- |
(5,105) |
(5,105) |
(95) |
(5,200) |
Share based payment expense |
- |
- |
- |
- |
- |
135 |
- |
135 |
- |
135 |
At 31 July 2016 |
3,801 |
50,461 |
10,884 |
(7,148) |
(831) |
1,081 |
(41,896) |
16,352 |
(178) |
16,174 |
Loss and total comprehensive expense for the year |
- |
- |
- |
- |
- |
- |
(4,682) |
(4,682) |
(31) |
(4,713) |
Share based payment expense |
- |
- |
- |
- |
- |
75 |
- |
75 |
- |
75 |
At 31 December 2016 |
3,801 |
50,461 |
10,884 |
(7,148) |
(831) |
1,156 |
(46,578) |
11,745 |
(209) |
11,536 |
Loss for the period |
- |
- |
- |
- |
- |
- |
(4,589) |
(4,589) |
(176) |
(4,765) |
Other comprehensive expense |
- |
- |
- |
- |
- |
- |
48 |
48 |
(10) |
38 |
Loss and total comprehensive expense for the period |
- |
- |
- |
- |
- |
- |
(4,541) |
(4,541) |
(186) |
(4,727) |
Share based payment expense |
- |
- |
- |
- |
- |
135 |
- |
135 |
- |
135 |
Issued on exercise of share options |
4 |
44 |
- |
- |
- |
- |
- |
48 |
- |
48 |
At 30 June 2017 |
3,805 |
50,505 |
10,884 |
(7,148) |
(831) |
1,291 |
(51,118) |
7,388 |
(395) |
6,993 |
Condensed Consolidated Statement of Financial Position (Unaudited)
AS AT 30 JUNE 2017
|
Notes |
30 June 2017 £000 |
31 July 2016 £000 |
31 Dec 2016 £000 |
Non-current assets |
|
|
|
|
Property, plant and equipment |
|
953 |
1,075 |
1,087 |
Intangible assets |
|
550 |
- |
550 |
Total non-current assets |
|
1,503 |
1,075 |
1,637 |
Current assets |
|
|
|
|
Inventory |
|
532 |
128 |
661 |
Trade and other receivables |
|
2,554 |
2,586 |
3,130 |
Cash and cash equivalent |
|
3,608 |
13,515 |
8,173 |
Total current assets |
|
6,694 |
16,229 |
11,964 |
Total assets |
|
8,197 |
17,304 |
13,601 |
Current liabilities |
|
|
|
|
Trade and other payables |
|
(1,204) |
(1,130) |
(2,065) |
Total liabilities |
|
(1,204) |
(1,130) |
(2,065) |
Net assets |
|
6,993 |
16,174 |
11,536 |
Equity |
|
|
|
|
Share capital |
6 |
3,805 |
3,801 |
3,801 |
Share premium |
6 |
50,505 |
50,461 |
50,461 |
Merger reserve |
6 |
10,884 |
10,884 |
10,884 |
Reverse acquisition reserve |
6 |
(7,148) |
(7,148) |
(7,148) |
Reserve for own shares |
|
(831) |
(831) |
(831) |
Share based payment reserve |
|
1,291 |
1,081 |
1,156 |
Retained earnings deficit |
7 |
(51,118) |
(41,896) |
(46,578) |
Equity attributable to equity holders |
|
7,388 |
16,352 |
11,745 |
Non-controlling interests |
|
(395) |
(178) |
(209) |
Total equity |
|
6,993 |
16,174 |
11,536 |
Approved by the Board and authorised for issue on 28 September 2017.
John Samuel
(Chairman)
Paul Devlin
(Chief Financial Officer)
Condensed Consolidated Cash Flow Statement (Unaudited)
FOR THE 6 MONTHS up to 30 JUNE 2017
|
|
6 months to 30 June 2017 £000 |
6 months to 31 July 2016 £000 |
11 months to 31 Dec 2016 £000 |
Operating Activities Operating loss |
|
(5,442) |
(5,523) |
(11,060) |
Adjustment for non-cash items: |
|
|
|
|
Depreciation of property, plant and equipment |
|
209 |
158 |
301 |
Share based payment |
|
135 |
135 |
210 |
Tax refunded |
|
153 |
- |
319 |
Operating cash outflow |
|
(4,945) |
(5,230) |
(10,230) |
Decrease/(increase) in inventory |
|
129 |
(64) |
(597) |
(Decrease)/increase in trade and other receivables |
|
1084 |
19 |
(90) |
Decrease in trade and other payables |
|
(825) |
(866) |
106 |
Net cash outflow from operations |
|
(4,557) |
(6,141) |
(10,811) |
Investing activities |
|
|
|
|
Interest received |
|
17 |
81 |
114 |
Net cash acquired on creation of joint venture |
|
- |
- |
- |
Capitalised development expenditure |
|
- |
- |
(550) |
Purchase of property, plant and equipment |
|
(73) |
(332) |
(487) |
Net cash outflow from investing activities |
|
(56) |
(251) |
(923) |
Financing activities |
|
|
|
|
Proceeds from issue of share capital |
|
48 |
- |
- |
Net cash inflow from financing activities |
|
48 |
- |
- |
Increase/(decrease) in cash and cash equivalents |
|
(4,565) |
(6,392) |
(11,734) |
Cash and cash equivalents at start of period |
|
8,173 |
19,907 |
19,907 |
Cash and cash equivalents at end of period |
|
3,608 |
13,515 |
8,173 |
Notes to the Condensed Financial Statements (Unaudited)
FOR THE 6 MONTHS UP TO 30 JUNE 2017
The interim financial information set out in this statement for the six months ended 31 June 2017 and the comparative figures for the six months ended 31 July 2016 are unaudited. This information does not constitute statutory accounts as defined in Section 435 of the Companies Act 2006.
The comparative figures for the 11-month period ended 31 December 2016 are the Company's statutory accounts for that financial period. Those accounts have been reported on by the Company's Auditor and delivered to the Registrar of Companies. The report of the Auditor was: (i) unqualified; (ii) did not include a reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report; and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.
This interim statement, which is neither audited nor reviewed, has been prepared in accordance with the measurement and recognition criteria of IFRSs. It does not include all the information required for the full annual financial statements, and should be read in conjunction with the financial statements of the Group as at and for the year ended 31 January 2016. It does not comply with IAS 34 "Interim Financial Reporting" as is permissible under the rules of the AIM Market ("AIM").
The financial information has been prepared on a going concern basis due to the share placing of £40m on 9 August, of which £25m is used to acquire CellRight and is presented in Sterling to the nearest £'000.
The preparation of financial information in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual events ultimately may differ from those estimates.
The interim financial information does not include all financial risk management information and disclosures required in annual financial statements. There have been no significant changes in any risk or risk management policies since 31 December 2016. The principal risks and uncertainties are largely unchanged and are as disclosed in the Annual Report for the period ended 31 December 2016.
The accounting policies applied in preparing these interim financial statements are the same as those applied in the preparation of the annual financial statements for the period ended 31 December 2016, as described in those financial statements other than standards, amendments and interpretations which became effective after 1 January 2017 and were adopted by the Group. These have had no significant impact on the Group's profit for the period or equity. The Board approved these interim financial statements on 28 September 2017.
The condensed consolidated financial statements have been prepared under the historical cost convention in accordance with International Financial Reporting Standards as adopted by the European Union.
The accounting policies adopted are consistent with those followed in the preparation of the audited financial statements of Tissue Regenix Group plc for the period ended 31 December 2016 and are disclosed in those statements.
The following table provides disclosure of the Group's revenue by geographical market based on location of the customer:
|
|
6 months to 31 June 2017 £000 |
6 months to 31 July 2016 £000 |
12 months to 31 Dec 2016 £000 |
USA |
|
853 |
631 |
1,322 |
Rest of world |
|
523 |
- |
121 |
|
|
1,376 |
631 |
1,443 |
The Group is organised into Cardiac, Wound Care, Orthopaedics and GBM-V divisions for internal management, reporting and decision-making, based on the nature of the products of the Group's businesses. Managers have been appointed within these divisions, who report to the Board. These are the reportable operating segments in accordance with IFRS 8 "Operating Segments". The Directors recognise that the operations of the Group are dynamic and therefore this position will be monitored as the Group develops. In accordance with IFRS 8, the Group has derived the information for its operating segments using the information used by the Chief Operating Decision Maker. The Group has identified the Board of Directors as the Chief Operating Decision Maker as it is responsible for the allocation of resources to the operating segments and assessing their performance.
Central overheads, which primarily relate to operations of the Group function, are not allocated to the business units
.
|
Wound Care 6 months to |
Orthopaedics 6 months to |
Cardiac 6 months to |
GBM-V 6 months to |
Central 6 months to |
Total 6 months to |
||||||
|
30 June 2017 £000 |
31 July 2016 £000 |
30 June 2017 £000 |
31 July 2016 £000 |
30 June 2017 £000 |
31 July 2016 £000 |
30 June 2017 £000 |
31 July 2016 £000 |
30 June 2017 £000 |
31 July 2016 £000 |
30 June 2017 £000 |
31 July 2016 £000 |
Total Segment |
938 |
- |
- |
- |
85 |
- |
523 |
- |
- |
- |
1,546 |
- |
Inter-segment |
(85) |
- |
- |
- |
(85) |
- |
- |
- |
- |
- |
(170) |
- |
Revenue |
853 |
631 |
- |
- |
- |
- |
523 |
- |
- |
- |
1,376 |
631 |
Cost of sales |
(248) |
(119) |
- |
- |
- |
- |
(260) |
- |
- |
- |
(508) |
(119) |
Gross Profit |
605 |
512 |
- |
- |
- |
- |
263 |
- |
- |
- |
868 |
512 |
SG&A |
(2,713) |
(3,074) |
(1,288) |
(1,300) |
(270) |
(255) |
(445) |
(160) |
(1,594) |
(1,246) |
(6,310) |
(6,035) |
Operating loss |
(2,108) |
(2,562) |
(1,288) |
(1,300) |
(270) |
(255) |
(182) |
(160) |
(1,594) |
(1,246) |
(5,442) |
(5,523) |
Finance income |
- |
- |
- |
- |
- |
- |
- |
- |
17 |
81 |
17 |
81 |
Loss before taxation |
(2,108) |
(2,562) |
(1,288) |
(1,300) |
(270) |
(255) |
(182) |
(160) |
(1,577) |
(1,165) |
(5,425) |
(5,442) |
Taxation |
133 |
50 |
353 |
200 |
174 |
30 |
- |
- |
- |
- |
660 |
280 |
Loss for the year |
(1,975) |
(2,512) |
(935) |
(1,100) |
(96) |
(225) |
(182) |
(160) |
(1,577) |
(1,165) |
(4,765) |
(5,162) |
|
Wound Care 11 months to 31 Dec 2016 £000 |
Orthopaedics 11 months to 31 Dec 2016 £000 |
Cardiac 11 months to 31 Dec 2016 £000 |
GBM-V 11 months to 31 Dec 2016 £000 |
Central 11 months to 31 Dec 2016 £000 |
Total 11 months to 31 Dec 2016 £000 |
Revenue |
1,322 |
- |
- |
121 |
- |
1,443 |
Cost of sales |
(288) |
- |
- |
(66) |
- |
(354) |
Gross Profit |
1,034 |
- |
- |
55 |
- |
1,089 |
SG&A |
(5,500) |
(2,738) |
(462) |
(308) |
(3,141) |
(12,149) |
Operating loss |
(4,466) |
(2,738) |
(462) |
(253) |
(3,141) |
(11,060) |
Finance income |
- |
- |
- |
- |
114 |
114 |
Loss before taxation |
(4,466) |
(2,738) |
(462) |
(253) |
(3,027) |
(10,946) |
Taxation |
323 |
600 |
111 |
- |
- |
1,034 |
Loss for the year |
(4,143) |
(2,138) |
(351) |
(253) |
(3,027) |
(9,912) |
|
6 months to 30 June 2017 £000 |
6 months to 31 July 2016 £000 |
11 months to 31 Dec 2016 £000 |
Current Tax: |
|
|
|
Tax credit on research and development costs in the period |
660 |
280 |
1,034 |
|
|
|
|
Deferred tax: |
|
|
|
Origination and reversal of temporary timing differences |
- |
- |
- |
Tax credit on loss on ordinary activities |
660 |
280 |
1,034 |
The Group has accumulated losses available to carry forward against future trading profits. No deferred tax asset has been recognised in respect of tax losses.
Basic loss per share is calculated by dividing the loss attributable to equity holders of the parent by the weighted average number of ordinary shares in issue during the period excluding own shares held jointly by the Tissue Regenix Employee Share Trust and certain employees. Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares in issue during the period to assume conversion of all dilutive potential ordinary shares.
|
6 months to 30 June 2017 £000 |
6 months to 31 July 2016 £000 |
11 months to 31 Dec 2016 £000 |
Total loss attributable to the equity holders |
(4,589) |
(5,082) |
(9,787) |
|
|
|
|
|
No. |
No. |
No. |
Weighted average number of ordinary shares in |
760,724,355 |
743,183,878 |
760,124,264 |
Loss per share |
|
|
|
Basic and diluted on loss for the period |
(0.60)p |
(0.68)p |
(1.29)p |
The Company has issued employees options over 23,786,780 ordinary shares and there are 16,940,386 jointly owned shares which are potentially dilutive. There is, however, no dilutive effect of these issued options as there is a loss for each of the periods concerned.
6) SHARE CAPITAL
|
Number |
Share Capital £000 |
Share Premium £000 |
Merger Reserve |
Reverse Acquisition Reserve |
Total £000 |
Total Ordinary shares 31 January 2016 |
760,124,264 |
3,801 |
50,461 |
10,884 |
(7,148) |
57,998 |
Issued for cash |
|
- |
- |
- |
- |
- |
Issued on exercise of share options |
|
- |
- |
- |
- |
- |
Total Ordinary shares of |
760,124,264 |
3,801 |
50,461 |
10,884 |
(7,148) |
57,998 |
Issued on exercise of share options |
|
- |
- |
- |
- |
- |
Total Ordinary shares |
760,124,264 |
3,801 |
50,461 |
10,884 |
(7,148) |
57,998 |
Issued for cash |
|
- |
- |
- |
- |
- |
Issued on exercise of share options |
|
4 |
44 |
- |
- |
48 |
Total Ordinary shares of 0.5p each as at 30 June 2017 |
761,068,755 |
3,805 |
50,505 |
10,884 |
(7,148) |
58,046 |
7) MOVEMENT IN RETAINED EARNINGS AND RESERVE FOR OWN SHARES
|
Retained Earnings Deficit £000 |
Reserve For Own Shares £000 |
At 31 January 2016 |
(36,791) |
(831) |
Loss for the period |
(5,082) |
- |
Exchange movement |
(23) |
- |
At 31 July 2016 |
(41,896) |
(831) |
Loss for the period |
(4,830) |
- |
Exchange movement |
22 |
- |
Minority interest |
126 |
- |
At 31 December 2016 |
(46,578) |
(831) |
Loss for the period |
(4,589) |
- |
Exchange movement |
48 |
- |
At 30 June 2017 |
(51,118) |
(831) |
A copy of this interim report will be distributed to shareholders and is also available on the Company's website at www.tissueregenix.com.
John Samuel (Chairman)
Antony Odell (Chief Executive Officer)
Paul Devlin (Chief Financial Officer)
Jonathan Glenn (Non-Executive Director)
Alan Miller (Non-Executive Director)
Randeep Singh Grewal (Non-Executive Director)
Steven Couldwell (Non-Executive Director)
Shervanthi Homer-Vanniasinkam (Non-Executive Director)
COMPANY SECRETARY
Paul Devlin
COMPANY WEBSITE
www.tissueregenix.com
COMPANY NUMBER
05969271 (England & Wales)
REGISTERED OFFICE
Unit 1 & 2
Astley Way
Astley Lane Industrial Estate
Leeds
West Yorkshire
LS26 8XT
REGISTRAR
Capita Registrars Limited
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU
KPMG LLP
1 Sovereign Square
Sovereign Street
Leeds
LS1 4DA
DLA Piper UK LLP
Princes Exchange
Princes Square
Leeds
LS1 4BY
NOMINATED ADVISER AND BROKER
Jefferies International Ltd
Vintners Place
68 Upper Thames Street
London
EC4V 3BJ
Tissue Regenix Group plc
Unit 1 and 2
Astley Way
Astley Lane Industrial Estate
Swillington
Leeds
LS26 8XT
www.tissueregenix.com