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| Date/Time | Headline | Source |
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| 16-03-10 | RNS |
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RNS Number : 6568I Sinclair Pharma PLC 16 March 2010 Sinclair Pharma plc (the "Company") The Company was informed on 15 March 2010 that following the disposal of 3,000,000 ordinary shares of 1p each ("Ordinary Shares") Andrew Sinclair is interested in a total of 5,110,000 Ordinary Shares, representing approximately 3.17 per cent. of the Company's issued share capital. For further information please contact:
Alan Olby, CFO
Shaun Dobson Claes Sp? This information is provided by RNS The company news service from the London Stock Exchange END
HOLJFMBTMBIBBMM More |
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| 25-02-10 | PRN |
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This news article is displayed preformatted as it may contain results tables
SPH.L
Sinclair Pharma plc
Interim results for the six months ended 31 December 2009
Sinclair Pharma plc (SPH.L), ("Sinclair" or the "Company") the international
specialty pharma company, today announces its half yearly results for the six
months ended 31 December 2009.
Financial Highlights
* Total revenues of £11.0m (H1 09: £16.2m)
* EBITDA loss of £2.4m pre exceptional items (H1 09: profit of £2.2m)
* Operating loss of £3.9m pre exceptional items (H1 09: profit of £0.9m)
* Net exceptional charges of £9.8m (H1 09: credits of £3.2m)
* Operating loss post exceptional items of £13.7m (H1 09: profit of £4.0m)
* Loss per share of 3.4p pre exceptional items (H1 09: earnings per share of 0.4p)
* Cash balance of £8.3m at 31 December (December 2008: £2.4m)
Business Highlights
* Business undergoes fundamental changes towards period end
* Chris Spooner appointed as new CEO
* Cost reduction program introduced and secures £1.5m of savings on an
annualised basis
* Successful Placing and Open Offer raises £18.2m and new £12.0m debt
facility secured
* Acquisition of well known Flammazine and Flammacerium products
+ Sold in 45 countries with annual revenues in excess of £9 million
* New senior management appointments and restructuring underpins commercial
focus
* Business primed for organic and acquisition based growth
* Board is confident of future prospects as profitability trends improve into
H2 and beyond
Operating Highlights
* US license with Orapharma inc. for Decapinol terminated
+ Facilitates a new marketing partner and entry into larger OTC market
* New direct sales capability established in France to promote OTC
dermatology franchise
* Italian affiliate reported a 62% increase in revenues of our dermatology
franchise
* Sales presence extended in Europe through creation of Sinclair Pharma GmbH
Grahame Cook, Non-executive Chairman commented:
The Company has entered into a new phase of its development with the departure
of its founders Michael Flynn and Jerry Randall, to whom we express our
gratitude for bringing the company from its inception to becoming a leading
presence in the specialty pharmaceuticals sector. Our new CEO, Chris Spooner,
has already concluded an in depth review of the business and our strategic
priorities and has begun to execute an energetic plan for change and growth as
well as cutting unproductive parts of the cost base and product portfolio. This
has been accompanied by a significant acquisition of assets from Solvay, which
will help give our distribution platform better critical mass. The results of
these vigorous actions are already bearing fruit and we look forward to the
remainder of the financial year with optimism. The Company now has an excellent
platform to deliver superior returns in the coming months and years.
For further information please contact:
Sinclair Pharma plc Tel: +44 (0) 1483 410 600
Chris Spooner, CEO
Alan Olby, CFO
Singer Capital Markets Ltd Tel: +44 (0)20 3205 7500
Shaun Dobson
Claes Spång
Biddicks, Financial Public Relations Tel: +44 (0)20 7448 1000
Shane Dolan
Notes to Editors:
About Sinclair Pharma Plc www.sinclairpharma.com
Sinclair Pharma plc is an international specialty pharmaceutical company
providing solutions to treat wounds, dermatological and oral diseases through
advanced surface technology and innovative delivery systems. It has a growing
sales and marketing operation that is present in France, Italy, Germany and
Spain, and a complementary marketing partner network that spans more than 90
countries.
"Safe Harbor" Statement under the US Private Securities Litigation Reform Act
of 1995: Some or all of the statements in this document that relate to future
plans, expectations, events, performances and the like are forward-looking
statements, as defined in the US Private Securities Litigation Reform Act of
1995. Actual results of events could differ materially from those described in
the forward-looking statements due to a variety of factors.
CEO's Overview
The past three months have been perhaps the busiest in the history of the
Company, following the recent acquisition of Flammazine and Flammacerium,
simultaneous refinancing, and management changes. The new products are
established and well-known brands sold in over 45 countries and currently
generating over £9 million in annual revenues. Sinclair plans to grow these
revenues via increased promotion, product development and new indications.
The new management team has embarked on a much-needed and rapid corporate
restructuring programme. This exercise is still ongoing, but its benefits in
terms of underlying profitability, transparency and employee productivity are
already being felt. The Company now operates with a much flatter management
structure. Defined objectives and KPIs together with greater individual
responsibility have accelerated both decision making and management information
systems. Indeed, I am delighted to report that without licensing income the
Company was marginally EBITDA positive in December despite including just two
weeks of Flammazine and Flammacerium sales and without the full benefit of
recent cost savings. We are still in the process of assuming full control of
Flammazine and Flammacerium logistics. As this process completes and further
cost savings are enjoyed, we expect the trend of rising profitability to
continue through this financial year.
Executive Management Team
We have strengthened our product development capabilities with the appointment
of Simon Youlton as CCSO (Commercial Chief Scientific Officer), reporting to me
as a key member of the Executive Management team. The finance function is
headed by CFO Alan Olby and Operations Finance Director, Jean-Louis Lamandé.
Both have been instrumental in installing improved management information
systems which has significantly accelerated monthly performance reporting.
Intellectual property management has returned to the corporate office under
Legal Director Steve Redman, while our COO Christophe Foucher has now assumed
full responsibility for all operations.
A key element of restructuring has been to decrease spending on administration
and overhead and increase and reprioritise spending on development and
marketing. The pre-licensing gross margin of 58% is low and reflects the
Company's complexity and sourcing strategy. A full supply chain review is now
in progress under the management of Vittorio Cavagnera, Head of Manufacturing
and Logistics. We expect this will result in increased in-house production at
Cléry and larger but fewer 3rd party manufacturing contracts. Inherent in this
process is the need to decrease the number of SKUs. While I am optimistic for
significant improvement in this area, logistical and contractual matters
prevent overnight results. We expect to see a steady and rising gross margin
trend over a three year period.
As part of the restructuring process, we have undertaken a strategic review of
the Group's R&D pipeline, cutting certain projects and reprioritising others.
This has resulted in a significant write down to the value of certain assets
which will now not be developed as they do not match the Group's new strategy.
This is a non-cash charge and reflects our best view of the current valuation
of various technology programmes predominantly related to the Zinc Taurine and
Silver nanotechnology.
We are also engaged in strengthening our regulatory affairs expertise to
prepare for future growth and ensure that ongoing registrations are achieved in
the shortest timeframes possible to reduce the time to market. The efficient
integration of Flammazine and Flammacerium will be dependent on the swift
transfer of marketing authorisations in the relevant territories, which span
more than 50 countries. Mauro Capodiferro, Regulatory Affairs Director, who
joined us in July, oversees this strategic goal.
In November Sinclair Pharma and Orapharma (Johnson & Johnson's specialist
dental division) announced they had mutually terminated the Rx out-licensing
venture for anti-gingivitis mouthwash Decapinol in the US. In doing so, we will
not receive the budgeted milestone income which was due on the US Orapharma
launch. However, at the time we also announced our intentions to sign a new
marketing partner, to target the OTC market, to rely less on milestone payments
and focus more on longer term profitability. We remain confident of our ability
to fulfil these ambitions, and, while we expect lower one-off income,
ultimately we intend to deliver superior value to shareholders and we hope to
announce a US Decapinol deal with a new focus on the OTC opportunity during
this calendar year.
While the Italian business has achieved a remarkable turnaround under Paolo
Prioglio, the French business has continued to suffer. While sterling weakness
has benefitted the bottom-line, we are confident that the long-term decline in
this business is bottoming-out. Following a re-organisation of the French sales
forces under recently appointed Patrick Loyer, we have already seen some
encouraging signs of improvement, which should be further bolstered by the
schedule of new products and line extensions due in the dermatology area this
year.
Sinclair Pharma's dermatology franchise appears well-suited to emerging market
demand. We continue to invest in international operations, and recently
announced our intention to move the entire organisation to Paris, increase
headcount and focus on emerging market opportunities via multi-product/
multi-country deals wherever possible.
Beyond organic growth and restructuring, we have made clear our intention to
grow and drive a step change in growth rate through product and corporate
acquisitions and alliances. We continue to believe that asset prices remain
depressed compared with recent years and that this is a favourable environment
for pursuing such a strategy.
In line with our new corporate Values and Conduct statements, I am delighted to
announce that Sinclair employees have adopted a corporate charity. Plans are
well underway for a series of events during the year with employees giving up
free time to help various nominated causes. I would like to take this
opportunity to thank everyone involved.
Operations review
The company is undergoing widespread restructuring. We have identified eight
broad areas for improvement - strategic brand focus, increased and more focused
sales and marketing spend, improved expertise in regulatory affairs, reduced G&
A spend, tighter financial control and a rigorous approach to investment
decisions, supply chain simplification and cost reductions, reporting structure
simplification, focused and higher technology product development.
Registrations: There is now a clear focus on accelerating the registration of
our strategic brands in rapidly developing countries. 17 new applications were
filed and five new registrations granted in 4 countries in H1.
Manufacturing: 5.2m units were produced during H1, with the products
streamlining programme now starting to deliver a significant improvement on the
gross margin. Important SKUs have been transferred in H1 from third party
manufacturers to our own manufacturing facility in Cléry (France).
Country Operations:
France: A new dedicated sales force has started to sell and promote our OTC
dermatology franchise directly to pharmacies since September 2009. We expect
positive results in H2 following the initial warm up phase. Dermachronic, our
line for the co-treatment of atopic dermatitis, has been launched to
dermatologists, while Sinlice, our anti head-lice product, has been launched to
pharmacists.
Italy: The sales force promoting our dermatology Rx franchise is now complete
and we now have a near full coverage of Italy. Thanks to better execution and
the launch of Dermacide Cica, our anti microbial gel, Rx sales revenue is now
back to double digit growth. Our main partner for oral care, Recordati, has
successfully launched Aloclair Teething Gel, our new product for the
alleviation of the pain associated with teething symptoms.
Spain: We now have good coverage of the four main regions in Spain. However,
the Spanish economic crisis is still limiting the prescription of our non
reimbursed dermatology Rx franchise. In oral care, Italfarmaco has demonstrated
a good uptake of Aloclair Plus, as has been the case in Italy.
Germany: In preparation for the integration of Flammazine, early December saw
the creation of Sinclair Pharma GmbH following the appointment of Country
Operation Director, Lothar Nau.
International Operations:
Our international operations team is now dedicating its resources into
establishing a strong footprint in selected emerging markets, becoming the
licensee of choice for US companies and maximising our product portfolio with
the aim of securing multi-product/country deals with single partners in other
territories. Sinclair's distribution agreements will now favour a higher
transfer price instead of large up-front payments, which will help to improve
the overall gross margin and to generate sustainable revenue going forward.
North America: Our treatment for seborrheic dermatitis, Sebclair, was launched
by Promius in July. The last three months have shown a good uptake of
dermatologist prescriptions. We have been actively seeking a strong partner for
the OTC promotion of our anti-gingivitis mouthwash, Decapinol.
India: Our Indian partner, Wockhardt, has launched three strategic products for
Sinclair: Aloclair, Papulex, for acne prone skin and Atopiclair, for atopic
dermatitis. We are committed to strengthening and focusing the support given to
Wockhardt in order to accelerate the uptake of Sinclair products in this
country.
Turkey and Israel: An agreement has been signed with Biocodex to launch
Papulex, Dermacide Cica and Herpclair in Turkey. Launches are expected in H2.
Our Israeli partners are performing very well and Atopiclair is now the N°1
product prescribed for atopic dermatitis in that market.
Asia: We have continued to pursue the registration of our dermatology products
in China. Preparation is underway for the launch of Aloclair Plus in Indonesia,
which is expected in H2, while the Flammazine acquisition has enabled Sinclair
to establish a presence in the Philippines for the first time.
Flammazine and Flammacerium
The last quarter has seen a strong effort to implement plans for the efficient
integration of Flammazine and Flammacerium into our dermatology/woundcare
franchise. First revenues were received in the last two weeks of December and
we will consolidate the full revenue in H2.
Financial Review
Gross revenues declined by 32% to £11.0m compared with £16.2m in 2008. This is
explained by a £5.1m fall in one-off licence fee income in the period. The
prior year figures were boosted by the non-cash licence agreement with BMG for
£3.3m and the disposal of Atopiclair rights in the US for £2.1m.
Revenues are made up as follows:
2009 2008
£m £m
Country operations
France 4.7 4.7
Italy 2.3 1.5
Spain 0.1 0.1
UK 0.2 0.2
Portugal - 0.2
7.3 6.7
International operations 3.0 3.7
Licence fees 0.7 5.8
11.0 16.2
In France we have continued to see a 7% decline in revenues in constant
currency terms, which have been masked by the depreciation of sterling against
the euro. However, following the restructuring of our direct selling to
pharmacy operation, we are confident of an improving performance in the second
half.
Our Italian affiliate has performed very well, reporting a 62% increase in
revenues of our dermatology franchise. This compares with a weak period in H1
09 after the sales push prior to June 2008, however the performance following
the sales force reorganisation has exceeded our expectations. A weak
performance from the dermocosmetic range has held back the overall figures.
Partner sales in Italy were 74% better than H1 09, helped by the launch of
Aloclair Plus and the teething gel line extension. Aloclair was our best
performing product in the period, reporting growth of 56% at constant exchange
rates, compared to H1 09.
International operations revenue includes an initial £0.2m contribution from
the Flammazine franchise from the last 2 weeks of December following completion
of the acquisition. The prior year figure included £0.9m revenue for Atopiclair
in the US which is not included this year following the sale of the rights to
Graceway in December 2008. On a like for like basis and excluding the impact of
currency movements, revenues from international operations is around £0.4m
lower than last year.
Gross profit for the period at £6.7m declined from £11.8m achieved in 2008 as a
result of the £5.1m decline in licensing income as discussed above. This
represents a pre-licensing gross margin of 58%, the same as achieved in the
prior year.
Operating expenses, pre exceptional items, were reduced to £10.7m, from £11.0m
in 2008, despite the negative impact of foreign exchange rates, and an increase
in the amortisation charge of £0.3m. This reflects the benefits of the
operational restructuring which commenced last year under the control of
Christophe Foucher and focused on reducing administration expenses, while
continuing to invest in sales and marketing. Selling, marketing and
distribution costs were flat compared with 2008, the impact of sterling
weakness against the Euro which pushes up reported costs being offset by the
closure of the UK sales force and restructuring of the Italian sales force to
save costs.
Further significant cost savings are anticipated following the recent
restructuring under the new management team. Savings in excess of £1.5m on an
annualised basis have been achieved through reduction in management positions
and reduction in corporate costs, enabling us to invest in more productive
areas of the business, principally in international operations.
Operating loss, pre exceptional items, is £3.9m, compared with the operating
profit of £0.9m reported for 2008. Excluding the one-off licence income for BMG
and Graceway, 2008's operating loss pre exceptional items was £4.2m.
Exceptional items
Net exceptional charges of £9.8m have been recorded for the period as follows:
* Impairment charges of £7.9m have been made against certain acquired product
rights and technologies acquired through product swaps. The value of the
dermacosmetic portfolio acquired from Syrio in 2007 has been re-assessed
following the disappointing sales performance experienced in recent months.
Also a strategic review of the R&D strategy following the corporate
restructuring has deprioritised the Zinc and silver nanotechnology and
other assets acquired through predominantly non-cash asset swap deals as
the focus of the R&D function is moved to Delmopinol and other areas. These
are non-cash charges that will not impact our future cash flows.
* Restructuring charges of £2.6m have been expensed in respect of the
severance packages paid to former Directors, senior management and other
employees who have left Sinclair following the appointment of the new
management team. The charge also includes a £0.5m non-cash charge for share
based payments that vested as a result of the restructuring.
* Foreign exchange gains of £1.0m (2008: £4.4m) on the translation of the
intra-group loan balance with France, as a result of Sterling's continued
weakening against the Euro. This is a non cash item.
Finance costs of £0.8m were reduced from £1.0m in 2008 due to a £0.4m lower
foreign exchange loss on financing. The current year cost includes interest on
the convertible loan notes issued in September and the new debt facility
secured in October 2009.
A deferred tax asset of £1.2m arises in relation to impairment charges and
losses recorded in certain territories during the period which results in a
credit to the income statement under taxation. We anticipate that part of this
deferred tax asset will be utilised in the second half.
Cash and net debt
Following the completion of the placing and open offer and acquisition of
products from Solvay, the Group had cash of £8.3m at 31 December 2009, compared
with £0.1m at 30 June 2009. Borrowings increased to £20.6m at 31 December 2009,
including the £12.0m new debt facility announced in October and the convertible
loan notes of £2.3m issued in September. Net debt at 31 December 2009 was £
12.3m, compared to £8.2m at 30 June 2009.
Principal risks and uncertainties
There are a number of risks and uncertainties which could have a material
impact on the Group's performance over the remaining six months of the
financial year and could cause actual results to differ materially from
expected results. The principal risks remain those set out on page 21 of the
Group's Annual Report for 2009, a copy of which is available on the Group's
website www.sinclairpharma.com.
CSO Report
As `Commercial' CSO, Simon Youlton's responsibilities include streamlining the
R&D efforts that were stretched too thinly across the organisation in different
Sinclair regional operations and to focus more resource on the key IP assets
where there is clear commercial opportunity.
A priority is to advance the patented delmopinol molecule which, although
already launched in several territories as the Decapinol® brand, has many new
applications where biofilms play an important part. Decapinol® (granted medical
device market authorisation in US and Europe) was a first in class product
designed for healthy plaque management without the need for aggressive
antiseptics. We believe these attributes can be extended to the cosmetic and
restorative orthodontics market which is both growing through the rise in
single crown replacement operations and suffering from a rise in
implant-related complications due to infections, termed peri-implantitis. The
objective of new studies will be to use our comprehensive formulation knowledge
and existing clinical data to obtain new market authorisations for use in such
surgery and to coat the dental implant materials (abutments) at source as a
protective layer that will combat that initial infection danger period when the
implants are exposed to the oral microflora during initial implantation
surgery.
The other main aspect of the new CSO role is to assess and deliver product and
technology opportunities through in-licensing. The strategy required for this
will be to become more of a traditional Rx company, building on the Company's
established springboard in dermatology, woundcare and oral health. Target
products and companies could include further penetration of the palliative
cancer and diabetic after-care market, infectious diseases and pain management.
Systems are also being put in place for knowledge management across the
organisation and for more effective and efficient scientific support to be made
available for existing Sinclair product lines.
Management Changes
The first half was noteworthy for the departure of several senior managers. CEO
Michael Flynn retired and was replaced by Chris Spooner, and CFO Jerry Randall
left to pursue new opportunities. We wish them well in their new lives, as we
do Marco Mastrodonato (Head of Sinclair Pharma Srl) and Paul Phull (Head of
international Operations).
Unaudited Consolidated Income Statement
For the six months ended 31 December 2009
Unaudited Unaudited
Six months ended 31 December 2009 Six months ended 31 December 2008
Notes Pre-exceptional Exceptional Total Pre-exceptional Exceptional Total
items items items items
(note 5) (note 5)
£'000 £'000 £'000 £'000 £'000 £'000
Revenue 4 11,017 - 11,017 16,245 - 16,245
Cost of sales (4,273) - (4,273) (4,413) - (4,413)
Gross profit 6,744 6,744 11,832 - 11,832
Selling, marketing and (5,058) - (5,058) (5,075) - (5,075)
distribution costs
Administrative (5,629) (9,805) (15,434) (5,886) 3,179 (2,707)
expenses
Operating (loss)/ (3,943) (9,805) (13,748) 871 3,179 4,050
profit
Finance income 6 9 - 9 79 - 79
Finance costs 6 (751) - (751) (960) - (960)
(Loss)/ profit before (4,685) (9,805) (14,490) (10) 3,179 3,169
taxation
Taxation 1,162 - 1,162 395 - 395
(Loss)/ profit for the (3,523) (9,805) (13,328) 385 3,179 3,564
period
(Loss)/earnings per 7 (3.4)p (9.5)p (12.9)p 0.4p 3.6p 4.0p
share (basic)
(Loss)/earnings per 7 (3.4)p (9.5)p (12.9)p 0.4p 3.4p 3.8p
share (diluted)
Unaudited Statement of Comprehensive Income
For the six months ended 31 December 2009
Unaudited Unaudited
Six months ended 31 December 2009 Six months ended 31 December 2008
Notes Pre-exceptional Exceptional Total Pre-exceptional Exceptional Total
items items items items
(note 5) (note 5)
£'000 £'000 £'000 £'000 £'000 £'000
(Loss)/ profit for (3,523) (9,805) (13,328) 385 3,179 3,564
the period
Other comprehensive income
Currency translation 1,078 - 1,078 5,648 - 5,648
differences
Total comprehensive (2,445) (9,805) (12,250) 6,033 3,179 9,212
income for the period
The notes on pages 14 to 20 form an integral part of this condensed
consolidated half-yearly financial information.
Unaudited Consolidated Balance Sheet
As at 31 December 2009
31 31 30 June
December December 2009
2009 2008
Notes £'000 £'000 £'000
Non-current assets
Goodwill 8 52,632 55,394 51,062
Intangible assets 9 28,069 22,729 19,708
Property, plant and equipment 1,342 2,052 1,643
Investments 165 - 165
Deferred tax assets 2,470 1,000 1,304
Other non-current assets 97 374 89
84,775 81,549 73,971
Current assets
Inventories 4,467 4,266 3,807
Trade and other receivables 10 7,944 13,218 9,764
Current tax receivables 40 57 48
Cash and cash equivalents 8,346 2,400 88
20,797 19,941 13,707
Total assets 105,572 101,490 87,678
Current liabilities
Financial liabilities - borrowings 12 (6,748) (4,009) (3,733)
Trade and other payables 11 (10,126) (13,730) (9,865)
Deferred income (158) (440) (713)
Current tax liabilities - (131) (163)
Provisions (467) - (382)
(17,499) (18,310) (14,856)
Non-current liabilities
Financial liabilities - borrowings 12 (13,891) (5,187) (4,602)
Deferred income (222) (357) (280)
Other non-current liabilities (273) - (239)
Provisions (796) - (343)
(15,182) (5,544) (5,464)
Total liabilities (32,681) (23,854) (20,320)
Net assets 72,891 77,636 67,358
Equity
Share capital 1,611 1,033 1,033
Share premium account 39,530 23,131 23,131
Merger reserve 50,474 50,474 50,474
Other reserves 7,606 9,847 6,528
Retained deficit (26,330) (6,849) (13,808)
Total equity 72,891 77,636 67,358
The notes on pages 14 to 20 form an integral part of this condensed
consolidated half-yearly financial information.
Unaudited Consolidated Statement of Changes in Shareholders' Equity
For the six months ended 31 December 2009
Share Share Merger Other Retained Attributable Minority Total
capital premium reserve deficit to equity interest
Reserves holders of equity
the parent
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 July 935 21,472 50,474 4,198 (10,760) 66,319 12 66,331
2008
Exchange differences - - - 5,648 - 5,648 - 5,648
arising on
translation of
overseas subsidiaries
Profit for the period - - - - 3,564 3,564 - 3,564
Total recognised - - - 5,648 3,564 9,212 - 9,212
income for the period
Share based payments - - - - 347 347 - 347
Issue of share 98 1,722 - - - 1,820 - 1,820
capital
Share issue expenses - (63) - - - (63) - (63)
Purchase of minority - - - - - - (12) (12)
interest
Balance at 31 1,033 23,131 50,474 9,846 (6,849) 77,635 - 77,635
December 2008
(unaudited)
Exchange differences - - - (3,318) - (3,318) - (3,318)
arising on
translation of
overseas subsidiaries
Loss for the period - - - (7,185) (7,185) - (7,185)
Total recognised - - - (3,318) (7,185) (10,503) - (10,503)
income/(expense) for
the period
Share based payments - - - - 226 226 - 226
Balance at 30 June 1,033 23,131 50,474 6,528 (13,808) 67,358 - 67,358
2009 (audited)
Exchange differences - - - 1,078 - 1,078 - 1,078
arising on
translation of
overseas subsidiaries
Loss for the period - - - - (13,328) (13,328) - (13,328)
Total recognised - - - 1,078 (13,328) (12,250) - (12,250)
income for the period
Share based payments - - - - 806 806 - 806
Issue of share 578 17,900 - - 18,478 - 18,478
capital
Share issue expenses - (1,501) - - (1,501) - (1,501)
Balance at 31 1,611 39,530 50,474 7,606 (26,330) 72,891 - 72,891
December 2009
(unaudited)
The notes on pages 14 to 20 form an integral part of this condensed
consolidated half-yearly financial information.
Unaudited Consolidated Statement of Cash Flows
For the six months ended 31 December 2009
Six months Six months
ended ended
31 31
December December
Notes 2009 2008
£'000 £'000
Net cash (outflow)/inflow from operations 13 (3,006) 14
Interest paid (609) (413)
Interest paid on finance leases (18) (33)
Taxation (paid)/recovered (108) 1,978
Net cash generated (used in)/from operating (3,741) 1,546
activities
Investing activities
Interest received - 382
Purchases of property, plant and equipment (43) (464)
Purchase of intangible assets (17,179) (1,824)
Payment of contingent consideration regarding - (237)
Groupe CS Dermatologie
Purchase of minority interest - (317)
Net cash used in investing activities (17,222) (2,460)
Financing activities
Repayments of obligations under finance leases (34) (108)
Proceeds from borrowings 15,440 1,284
Repayments of borrowings (3,197) (811)
Proceeds from issue of share capital 18,478 1,383
Share issue costs (1,257) (63)
Net cash generated from financing activities 29,430 1,685
Net increase in cash, cash equivalents and bank 8,467 771
overdrafts
Cash, cash equivalents and bank overdrafts at 1 (1,597) (354)
July
Exchange (losses)/gains on cash and bank (54) 42
overdrafts
Cash, cash equivalents and bank overdrafts at end 6,816 459
of period
Cash, cash equivalents and bank overdrafts
includes:
Cash and cash equivalents 8,346 2,400
Bank overdrafts (1,530) (1,941)
Cash, cash equivalents and bank overdrafts 6,816 459
The notes on pages 14 to 20 form an integral part of this condensed
consolidated half-yearly financial information.
Notes to the unaudited condensed consolidated half-yearly financial information
1. General Information
The Company is a public limited company, incorporated and domiciled in the
United Kingdom. The address of the registered office is: Unit 4, Godalming
Business Centre, Woolsack Way, Godalming, Surrey GU7 1XW. The Company has its
primary listing on the London Stock Exchange and a secondary listing on
Euronext, Paris.
This condensed consolidated interim financial information does not constitute
statutory accounts within the meaning of Section 434 of the Companies Act 2006.
Statutory accounts for the year ended 30 June 2009 were approved by the board
of directors on 30 October 2009 and delivered to the Registrar of Companies.
The report of the auditors on those accounts was unqualified, and did not
contain any statement under Section 498 of the Companies Act 2006.
This condensed consolidated half-yearly financial information was approved for
issue on 24 February 2010.
2. Basis of preparation
This condensed consolidated half-yearly financial information for the half-year
ended 31 December 2009 has been prepared in accordance with the Disclosures and
Transparency Rules of the Financial Services Authority and with IAS 34,
`Interim financial reporting' as adopted by the European Union. The half-yearly
condensed consolidated financial report should be read in conjunction with the
annual financial statements for the year ended 30 June 2009, which have been
prepared in accordance with IFRSs as adopted by the European Union.
3. Accounting policies
Except as described below, the accounting policies adopted are consistent with
those of the annual financial statements for the year ended 30 June 2009, as
described in those annual financial statements.
The following new standards and amendments to standards are mandatory for the
first time for the financial year ending 30 June 2010 and have been applied by
the Group.
* IAS 1 (revised), `Presentation of financial statements'. The revised
standard prohibits the presentation of items of income and expenses (that
is `non-owner changes in equity') in the statement of changes in equity,
requiring `non-owner' changes in equity' to be presented separately from
owner changes in equity. All `non-owner changes in equity' are required to
be shown in a performance statement.
The Group has elected to present two statements: an income statement and a
statement of comprehensive income. The interim financial statements have been
prepared under the revised disclosure requirements.
* IFRS 8, `Operating segments'. IFRS 8 replaces IAS14, `Segment reporting'.
It requires a `management approach' under which segment information is
presented on the same basis as that used for internal reporting purposes.
* IFRS 3 (revised), `Business combinations' and consequential amendments to
IAS 27 `Consolidated and separate financial statements', IAS28,
`Investments in associates' and IAS 31 `Investments in joint ventures',
effective prospectively to business combinations for which the acquisition
date is on or after the beginning of the first annual reporting date
beginning on or after 1 July 2009.
The revised standard applies to the acquisition method to business
combinations, with some significant changes. For example, all payments to
purchase a business are recorded at fair value at the acquisition date, the
contingent payments classified as debt subsequently re-measured through the
statement of comprehensive income. All acquisition- related costs should be
expensed.
The following new standards, amendments to standards and interpretations to
published standards are mandatory for accounting periods beginning on or after
1 January 2009 but are not relevant to the Group's operations:
IFRIC 17, `Distributions of non-cash assets to owners'.
IFRIC 18, `Transfer of assets from customers', effective for transfers of
assets received on or after 1 July 2009.
4. Segment information
The chief operating decision maker has been identified as the executive
management team. This team reviews the Group's internal reporting in order to
assess performance and allocate resources. Management has determined the
operating segments based on these reports.
The executive management team considers the business as being organised into
two distinct operating segments; International operations and Country
operations. Research and development, technology licensing income and costs,
intellectual property and corporate costs are included under the `other'
heading.
The executive management team assesses the performance of the operating
segments based on a measure of adjusted earnings before interest, tax,
depreciation and amortisation (EBITDA).
Six months ended 31 December 2009 Six months ended 31 December 2008
Business International Country Other Total International Country Other Total
Segments operations operations operations operations
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Revenue 3,712 7,305 - 11,017 6,083 6,829 3,333 16,245
Cost of (1,288) (2,985) - (4,273) (2,183) (2,230) - (4,413)
goods sold
Gross profit 2,424 4,320 - 6,744 3,900 4,599 3,333 11,832
EBITDA pre 1,402 (1,526) (2,251) (2,375) 2,790 (786) 215 2,219
exceptional
items
Total 15,234 66,338 24,000 105,572 22,736 78,754 - 101,490
segment
assets
During the period there were £134,000 (2008: £344,000) of sales at arms length
between segments. The revenue analysis above is stated net of inter-company
sales.
A reconciliation of total adjusted EBITDA to total profit before income tax is
provided as follows:
Six months Six months
ended ended
31 December 31 December
2009 2008
£'000 £'000
EBITDA for reportable segments (2,375) 2,219
Depreciation (189) (254)
Amortisation (1,379) (1,094)
Exceptional items (9,805) 3,179
Operating (loss)/profit before tax (13,748) 4,050
Revenue analysis
An analysis of revenue by category is set out in the table below:
Six months Six months
ended ended
31 December 31 December
2009 2008
£'000 £'000
Product revenue 9,910 9,873
Royalties 371 560
Licence fees and milestones 736 5,812
11,017 16,245
5. Exceptional Items
Exceptional items represent significant items of income and expense which due
to their nature, size or the expected infrequency of the events giving rise to
them, are presented separately on the face of the income statement to give a
better understanding to shareholders of the elements of financial performance
in the period, so as to facilitate comparison with prior periods and to better
asses trends in financial performance.
Six months Six months
ended ended
31 December 31 December
2009 2008
£'000 £'000
Impairment charges (7,938) -
Foreign exchange gains 984 4,413
Restructuring costs (2,635) (744)
Inventory provision (216) -
Aborted acquisition costs - (490)
(9,805) 3,179
Impairment charges of £7,938,000 have been made against certain product and
technology rights. Disappointing sales of the dermacosmetic products acquired
from Syrio in 2008 and a re-assessment of the market potential of the
technologies acquired though certain non-cash asset swap arrangements together
with a review of the Group's R&D strategy has led to the decision not to
continue development of the underlying products, in particular the zinc and
silver nanotechnology. This is a non-cash charge.
Foreign exchange gains of £984,000 (2008: £4,413,000) represents the gain on
the translation of an intra-group loan balance. This is a non cash item.
Restructuring costs of £2,635,000 (2008: £744,000) include severance packages
paid to former directors, senior management and other employees as part of the
restructuring. Costs include £503,000 in respect of share based payments that
vested on the restructuring.
The inventory provision of £216,000 relates to goods owned by the Group but
which have been impounded by customs authorities. This is a non-cash accounting
charge.
Prior year aborted acquisition related costs were incurred in relation to a
strategic acquisition opportunity during the summer of 2008. These discussions
were put on hold as a result of the market volatility in the autumn of 2008.
Costs of £490,000 were incurred to that point.
6. Finance income and costs
Six months Six months
ended ended
31 December 31 December
2009 2008
£'000 £'000
Finance costs
Interest on bank loans and overdrafts (230) (319)
Interest on other borrowings (140) -
Interest due on finance leases (17) (33)
Net foreign exchange losses on financing activities (100) (492)
Share based payments - warrants linked to new debt (140) -
facility
Other finance charges (124) (116)
Finance costs (751) (960)
Finance income
Bank interest receivable - 1
Other interest income 9 78
Finance income 9 79
Net finance expense (742) (881)
7. (Loss)/earnings per share
The basic (loss)/earnings per share has been calculated by dividing the (loss)/
profit for the period, by the weighted average number of shares in existence
for the period.
Shares held by the Employee's Share Trust, including shares over which options
have been granted to Directors and staff, have been excluded from the weighted
average number of shares for the purposes of calculation of the basic (loss)/
earnings per share.
Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares outstanding to assume conversion of all dilutive
potential ordinary shares. Potential ordinary shares of the Company are share
options, warrants and awards. A calculation has been undertaken to determine
the number of shares that could have been acquired at fair value (determined as
the average annual market price of the company's shares) based on the monetary
value of the subscription rights attached to outstanding options, warrants and
awards.
Six months Six months
Ended ended
31 December 31 December
2009 2008
Basic and diluted EPS
(Loss)/profit attributable to equity shareholders (£ (13,328) 3,564
000)
Weighted average number of shares 103,494,274 88,978,838
Adjustment for share options, warrants and awards - 3,915,407
Diluted weighted average number of shares 103,494,274 92,894,245
Basic (loss)/earnings per share (12.9)p 4.0p
Diluted (loss)/earnings per share (12.9)p 3.8p
8. Goodwill
31 31 30 June
December December 2009
2009 2008
£'000 £'000 £'000
Cost
At 1 July 53,941 50,989 50,989
Additions through business combinations - 381 355
Exchange adjustments 1,570 6,903 2,597
At period end 55,511 58,273 53,941
Accumulated amortisation and impairment
At 1 July and period end 2,879 2,879 2,879
Net book value at period end 52,632 55,394 51,062
9. Intangible Assets
31 31 30 June
December December 2009
2009 2008
£'000 £'000 £'000
Cost
At 1 July 25,793 17,779 17,779
Additions 16,856 5,704 6,743
Disposals (25) - (108)
Exchange adjustments 823 3,666 1,379
At period end 43,447 27,149 25,793
Amortisation and impairment
At 1 July 6,085 2,968 2,968
Charge for the period/year 1,379 1,094 2,084
Disposals (25) - (6)
Impairment charge (note 5) 7,736 - 898
Exchange adjustments 203 358 141
At period end 15,378 4,420 6,085
Net book value at period end 28,069 22,729 19,708
Additions in the current period relate to the acquisition of Flammazine and
Flammacerium from Solvay Pharmaceuticals for Euro17.5million plus expenses (£
16,816,000), completed in December 2009.
10. Trade and other receivables
31 31 30 June
December December 2009
2009 2008
£'000 £'000 £'000
Trade receivables 7,071 10,596 8,911
Less provision for impairment of trade (1,391) (178) (1,389)
receivables
Trade receivables-net 5,680 10,418 7,522
Other receivables 1,353 2,195 1,243
Prepayments and accrued income 911 605 999
7,944 13,218 9,764
11. Trade and other payables
31 31 30 June
December December 2009
2009 2008
£'000 £'000 £'000
Trade payables 4,851 7,073 5,471
Other tax and social security 712 894 788
Other payables 1,415 1,556 1,029
Accruals 3,148 4,207 2,577
10,126 13,730 9,865
12. Borrowings
31 31 30 June
December December 2009
2009 2008
£'000 £'000 £'000
Non-current
Bank loans 3,392 5,097 4,050
Other borrowings 10,452 - 492
Finance lease liabilities 47 90 60
13,891 5,187 4,602
Current
Bank overdrafts 1,530 1,941 1,685
Bank loans 1,294 1,555 1,629
Convertible loan notes 2,300 - -
Other borrowings 1,574 349 353
Finance lease liabilities 50 164 66
6,748 4,009 3,733
Total borrowings 20,639 9,196 8,335
Borrowings included above are repayable as
follows:
On demand or within one year 6,748 4,009 3,733
Over one and under two years 4,116 2,801 2,291
Over two and under five years 9,775 2,386 2,311
Total borrowings 20,639 9,196 8,335
The £12.0m new debt facility secured during the period is classified under
other borrowings. This is secured on the Group's assets and is repayable over
five years in monthly instalments. Part of the facility was used to refinance
an existing bank loan in the UK. Interest is charged at 5.5% and 6.5% over
LIBOR on different tranches of the facility. On £7.0m of the facility, no
repayments are due within the first year from drawdown. Expenses of £403,000
have been offset against the gross liability and are being amortised through
finance costs over the life of the facility.
The one year unsecured convertible loan notes were issued in September 2009 and
bear interest at 8%. The loan notes can be converted into ordinary 1p shares in
the Company at a price of 27.5p per share, at the option of the holder on 31
March 2010, 30 June 2010 and 3 September 2010, the redemption date. There is no
fair value attached to the equity element.
During the period an additional Euro1.5m loan was obtained from one of the Group's
French banks and other borrowings of £0.6m from certain Directors and Mr C
Spooner were converted into equity as described in note 14.
13. Cash flow from operating activities
Six months Six months
ended ended
31 December 31 December
2009 2008
£'000 £'000
(Loss)/profit before tax (14,490) 3,169
Adjustments for:
Finance income (9) (79)
Finance costs 751 960
Share based payments 666 347
Depreciation 189 254
Amortisation of intangible assets 1,379 1,094
Non-cash purchase of intangible assets - (4,381)
Impairment charge 7,938 -
(Decrease)/increase in provision for doubtful debts (26) 65
Increase in provisions 924 -
Exchange gains (1,112) (6,014)
(3,790) (4,585)
Changes in working capital (excluding effects of
acquisitions)
Increase in inventories (503) (259)
Decrease in receivables 2,135 4,041
(Decrease)/increase in payables (233) 943
Decrease in deferred income (615) (126)
Net cash (outflow)/inflow from operations (3,006) 14
14. Related party transactions
On 10 December 2009, the following Directors and related parties subscribed for
shares under the Placing and Open Offer at 32p per share:
Mr G Cook subscribed for 100,000 shares.
Mr JAP Randall subscribed for 704,614 shares which included full settlement of
the £36,000 loan and accrued interest that was owed to him.
Mr J-C Tschudin subscribed for 189,997 shares in full settlement of the Euro62,500
loan and accrued interest that was owed to him.
Mr C Spooner subscribed for 2,568,140 shares which included full settlement of
the £500,000 loan and accrued interest, and £300,000 fees payable under a
consultancy agreement.
Mr C Spooner also received a fee of £192,000, paid in cash, arising under his
consultancy agreement, on completion of the Placing and Open Offer.
At 31 December 2009, £200,000 remains outstanding to Mrs S Flynn, wife of Dr MJ
Flynn a former Director of the Company.
Statement of directors' responsibilities
The directors' confirm that this condensed set of financial statements has been
prepared in accordance with IAS 34 as adopted by the European Union, and that
the interim management report herein includes a fair review of the information
required by DTR 4.2.7 and DTR 4.2.8, namely:
* An indication of important events that have occurred during the first six
months and their impact on the condensed consolidated interim financial
information, and a description of the principal risks and uncertainties for
the remaining six months of the financial year; and
* Material related-party transactions in the first six months and any
material changes in the related-party transactions described in the last
annual report.
The directors of Sinclair Pharma Plc in the period were:
Mr G Cook Non-Executive Chairman
Dr MJ Flynn (resigned 22 December 2009)
Mr JAP Randall (resigned 10 December 2009)
Ms PA Freer Senior Independent Director
Mr J-C Tschudin Non-Executive Director
Mr C Spooner (appointed 22 December 2009) Chief Executive Officer
Mr C Foucher (appointed 22 December 2009) Chief Operating Officer
A list of current Directors in maintained on the Company's website
www.sinclairpharma.com.
By order of the Board
C Spooner
Chief Executive Officer
G Cook
Chairman
24 February 2010
Independent review report to Sinclair Pharma Plc
Introduction
We have been engaged by the company to review the consolidated financial
information in the half-yearly financial report for the six months ended 31
December 2009, which comprises the unaudited consolidated income statement,
unaudited consolidated statement of comprehensive income, unaudited
consolidated statement of changes in shareholders' equity, unaudited
consolidated balance sheet, unaudited consolidated statement of cash flows and
related notes. We have read the other information contained in the half-yearly
financial report and considered whether it contains any apparent misstatements
or material inconsistencies with the information in the condensed set of
financial statements.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been
approved by, the directors. The directors are responsible for preparing the
half-yearly financial report in accordance with the Disclosure and Transparency
Rules of the United Kingdom's Financial Services Authority.
As disclosed in note 2, the annual financial statements of the group are
prepared in accordance with IFRSs as adopted by the European Union. The
condensed set of financial statements included in this half-yearly financial
report has been prepared in accordance with International Accounting Standard
34, "Interim Financial Reporting", as adopted by the European Union.
Our responsibility
Our responsibility is to express to the company a conclusion on the condensed
set of financial statements in the half-yearly financial report based on our
review. This report, including the conclusion, has been prepared for and only
for the company for the purpose of the Disclosure and Transparency Rules of the
Financial Services Authority and for no other purpose. We do not, in producing
this report, accept or assume responsibility for any other purpose or to any
other person to whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.
Scope of review
We conducted our review in accordance with International Standard on Review
Engagements (UK and Ireland) 2410, `Review of Interim Financial Information
Performed by the Independent Auditor of the Entity' issued by the Auditing
Practices Board for use in the United Kingdom. A review of interim financial
information consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in
accordance with International Standards on Auditing (UK and Ireland) and
consequently does not enable us to obtain assurance that we would become aware
of all significant matters that might be identified in an audit. Accordingly,
we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 31 December 2009 is not prepared, in
all material respects, in accordance with International Accounting Standard 34
as adopted by the European Union and the Disclosure and Transparency Rules of
the United Kingdom's Financial Services Authority.
PricewaterhouseCoopers LLP
Chartered Accountants
Cambridge
25 February 2010
Notes:
(a) The maintenance and integrity of the Sinclair Pharma Plc website is the
responsibility of the directors; the work carried out by the auditors does not
involve consideration of these matters and, accordingly, the auditors accept no
responsibility for any changes that may have occurred to the financial
statements since they were initially presented on the website.
(b) Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation in other
jurisdictions.
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| 11-02-10 | RNS |
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RNS Number : 9703G Sinclair Pharma PLC 11 February 2010 11 February 2010 Sinclair Pharma plc ("Sinclair" or the "Company") Notice of Results Godalming, UK:Sinclair Pharma plc ("Sinclair": SPH:L), the international specialty pharma company, will announce its half-year financial results for the 6 months ended 31 December 2009 on Thursday, 25 February 2010. For details of analyst and press meetings on that day, please contact Shane Dolan at Biddicks on the number below. For further information please contact:
Alan Olby, CFO
Shaun Dobson Claes Sp?
Shane Dolan This information is provided by RNS The company news service from the London Stock Exchange END
NORBSGDDLUBBGGG More |
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| 10-02-10 | RNS |
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This news article is displayed preformatted as it may contain results tables
RNS Number : 9449G
Sinclair Pharma PLC
10 February 2010
BLOCK LISTING SIX MONTHLY RETURN
Information provided on this form must be typed or printed electronically and provided to an ris.
Date: 10 February 2010
Name ofapplicant: Sinclair Pharma PLC
Name of scheme: Sinclair Pharma plc Executive Incentive Plan,
Sinclair Pharma plc 2003 Enterprise Management Incentive Share
Option Scheme
Period of return: From: 18 August 2009 To: 8 February 2010
Balance of unallotted securities under scheme(s) 1,933,743
from previous return:
Plus: The amount by which the block scheme(s) has n/a
been increased since the date of the last return (if
any increase has been applied for):
Less: Number ofsecuritiesissued/allotted under nil
scheme(s) during period (see LR3.5.7G):
Equals: Balance under scheme(s) not yet 1,933,743
issued/allotted at end of period:
Name of contact: Alan Olby - CFO
Telephone number of contact: 01483 410600
This information is provided by RNS
The company news service from the London Stock Exchange
END
BLRBBGDDRGBBGGG
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There seem to be large trades happening ie over 11m in 10 days. Only has 161m shares in issue so possibly some interest at last. Lets hope its +ve news as SP has just drifted since RI.
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InvestingGarden, Not quite sure what you have done there!
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Sinclair Pharma in Solvay deal
http://www.iii.co.uk/investment/detail/?display=discussion&code=cotn%3ASPH.L&it=le&action=add |
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| 14-10-09 |
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The contents of the postings summarised here represents the opinions of the authors and not of Interactive Investor Trading Limited.
They have not been approved or issued by Interactive Investor Trading Limited.
They have not been approved or issued by Interactive Investor Trading Limited.
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