For immediate release |
9 March 2010 |
Advanced Medical Solutions Group plc
(“AMS” or the “Group”)
Preliminary Results for the Year Ended 31 December 2009
Winsford, UK: Advanced Medical Solutions Group plc (AIM: AMS), the global medical technology company, today announces its preliminary results for the year ended 31 December 2009.
Business Highlights
· New, world class facility within budget and on schedule to open by end 2010
· First US sales of LiquiBand ™
· Cardinal Health signed as part of multi-partner distribution strategy for penetrating US tissue adhesive market
· SilverCel* Non-Adherent launched by Systagenix
· ActivHealÒ offering receives strong endorsement from UCLH
· Acquisition of Corpura BV completed
Financial Highlights
· Strong second half delivering market expectations
· Revenue increased by 19% to £24.1 million (2008: £20.3 million)
Revenue increased 15% to £23.4 million at constant currency(i)
· Operating profit (pre-exceptional items)(ii) up 51% to £4.1 million (2008: £2.7 million)
Operating profit (post exceptional items) was £2.4 million (2008: £2.7 million)
· Following investments in new facility and acquisitions, net funds(iii) at year-end were £1.7 million (2008: £7.3 million) with strong operating cash in-flow of £3.7 million (pre-exceptional items) (2008: £2.8 million)
Net cash inflow from operations after exceptional items £2.1 million (2008: £2.8 million)
· Basic earnings per share (pre-exceptional items) up 34% to 3.1p (2008: 2.3p)
Basic earnings per share (post exceptional items) was 1.9p (2008: 2.3p)
(i) Constant currency removes the effect of currency movements by re-translating the current year’s
performance at the previous year’s exchange rates
(ii) Exceptional costs of £0.8 million were incurred on an aborted acquisition and £0.9 million related to the new
Winsford facility
(iii) Net funds is defined as cash and cash equivalents plus short term investments less financial liabilities
Commenting on the results Dr. Geoffrey Vernon, Chairman of Advanced Medical Solutions Group plc, said:
” I am pleased to report that further major steps have been taken in exploiting the Group’s significant growth opportunities with key strategic new markets entered, new partners added, innovative new products launched and further regulatory approvals received.
“The Board remains very optimistic about the prospects for the business in 2010 and beyond and, accordingly, intends to introduce a maiden dividend for the full year 2010.”
For further information, please contact:
Advanced Medical Solutions Group plc |
|
Don Evans, Chief Executive Officer Mary Tavener, Group Finance Director Chris Meredith, Chief Operating Officer |
Tel: +44 (0) 1606 545508 |
|
|
Buchanan Communications |
|
Mark Court / Stasa Filiplic / Jennie Spivey |
Tel: +44 (0) 20 7466 5000 |
|
|
Investec Bank plc |
Tel: +44 (0) 20 7597 5970 |
Gary Clarence / Daniel Adams |
|
Notes to Editors:
Advanced Medical Solutions develops and manufactures products for the $15 billion global woundcare market.
Founded in 1991 and quoted on AIM, Advanced Medical Solutions is focused on the design, development and manufacture of innovative products for advanced woundcare and wound closure.
The advanced woundcare products are based on the moist wound healing principle. AMS uses its in-house technology to provide a vertically integrated ‘one stop shop’ for all categories of moist wound healing products. The Company has the capability to move a product from design and development through to production and delivery for distribution and sale into customer markets.
AMS’ technology in cyanoacrylate based tissue adhesives is used for the closure of small cuts and trauma wounds through to large surgical incisions, and also for protecting or sealing skin to prevent breakdown or infection.
AMS’ products which currently serve the majority of the key global markets are sold either direct or through strategic partners and distributors.
Chairman’s Statement
Overview
I am pleased to inform investors that, as anticipated, despite the difficult first half year, the Group achieved a strong second half which resulted in the business trading in line with expectations for the full year 2009 and maintaining its excellent year on year growth.
Further major steps have been taken in positioning the Group to exploit its significant growth opportunities:
· key strategic new markets entered;
· new partners added;
· innovative new products launched; and
· further regulatory approvals received.
In particular, initiation of sales of LiquiBand™ into the US market is a major milestone for the Group. The acquisition of Corpura BV, our foam technology platform provider, was completed in September 2009 and integration is essentially complete. The construction and fit-out of the new facility in Winsford progresses within budget and on schedule. Manufacturing at the new facility is underway and our first products have already been shipped. This facility is on target to be completed and fully operational by the end of 2010.
Financial Highlights
Group revenue at £24.1 million (2008: £20.3 million) was up 19% with profit from operations before exceptional items up 51% at £4.1 million (2008: £2.7 million). This was an excellent performance in a difficult economic environment.
Profit from operations post exceptional items was £2.4 million (2008: £2.7 million).
The business continues to generate cash at the operational level with net cash inflow from operations before exceptional items of £3.7 million (2008: £2.8 million). Net cash inflow from operations after exceptional items was £2.1 million.
Following investments in the new facility, plant and equipment and acquisitions, net funds at year-end were £1.7 million (2008: £7.3 million).
Organic Growth
The Group continues to make good progress in delivering the building blocks for continued growth.
In advanced woundcare, revenue was up 18% on last year, with the silver alginate range of products up 27% year on year. In wound closure and sealants, revenue was up 20% with European and ROW sales up 40%.
InteguSeal** Skin Sealant grew 28% and we believe that Kimberly-Clark Health Care’s acquisition of I-Flow together with further publication of clinical studies will continue to drive growth.
Completion of the acquisition of Corpura BV strengthens our position in polyurethane foam, the largest, fastest growing segment in advanced woundcare.
The positive endorsement of our ActivHeal® offering by University College London Hospital (UCLH) is significant given the cost pressures facing the NHS.
The new facility at Winsford provides AMS with a world-class medical device facility with capacity to support its future growth plans.
Entry into the $200 million US tissue adhesive market with our LiquiBand™ products is a major step forward. The two products now available allow access to around 80% of the market and Cardinal Health provides us with a powerful distribution partner for commercialising our tissue adhesive technology in this key strategic market. We are very encouraged by the initial activities of their substantial sales team and by the response from clinicians to our products.
The launch of SILVERCEL* Non-Adherent by Systagenix is another key event for broadening our presence in the dynamic silver alginate market.
Licensing and Acquisitions
The Group continues to look at suitable licensing and acquisition opportunities to expand the business and accelerate growth.
The two principal areas that the Board has been considering are new material technologies that leverage existing distribution outlets and opportunities that will broaden the Group’s direct sales presence for its wound closure range of products.
One potential acquisition opportunity was seriously considered during Q1 2009 however, in the market conditions prevailing at the time, acceptable terms could not be agreed and discussions ended.
The joint venture, under which AMS acquired an interest in Corpura BV in May 2008, progressed to full acquisition in September 2009 and is starting to deliver the strategic rationale behind this investment whereby the Group is looking to utilise polyurethane foam as a platform technology for incorporating additives as part of its R & D programme. The 510(k) approval for silver polyurethane foam received in August 2009 underlines this approach.
Dividend Policy
In 2007, AMS conducted a capital reorganisation enabling the Board to pay dividends. The Board continually reviews the Company’s dividend policy to ensure it is appropriate for the stage of the Company’s development and, to date, the Board has not recommended the payment of a dividend. While the focus remains on growing the business and delivering capital growth, with the major investment in the new facility project coming to an end during 2010 and given the cash generation in the business, the Board’s intention is to recommend a maiden dividend for the year ended 31st December 2010, which will be payable in 2011, and to follow a progressive dividend policy thereafter.
Board
As part of strengthening the Board going forward I am pleased to welcome Penny Freer to AMS as Senior Independent Non-Executive Director and I am also pleased to see Chris Meredith’s progression through to Chief Operating Officer.
Steve Harris has indicated that he wishes to step down as a Non-Executive Director at the next AGM. I would like to thank Steve for his significant contribution to the development of the business over the past nine years.
Employees
On behalf of the Board and all our shareholders, I thank all AMS employees for their considerable efforts in delivering our 2009 results. I would also like to formally welcome all the Corpura BV employees to the AMS Group.
Offer Period
On 26th February 2010, Consort Medical plc announced that it had made an approach to AMS, which may or may not lead to an offer being made for the Group. On the same date, AMS announced a confirmation of the approach and that the Board and its advisers had rejected it. The Board of AMS continues to advise shareholders to take no action at this stage. Further announcements will be made as appropriate.
Outlook
The strong trading seen in the second half of 2009 has continued into 2010 with the Group order book substantially ahead of this time last year. While it is anticipated that trading will be more weighted to the second half as in the previous year, the weighting is expected to be more balanced.
The Board remains very optimistic about the prospects for the business in 2010 and beyond. Over the past few years the management team have been putting in place a number of the key building blocks to achieve the Board’s strategic objectives and in the past few months these have been coming to fruition including:
· a new facility to provide additional capacity and deliver operational efficiencies from late 2010 and beyond;
· the launch of new innovative products such as SilverCel* Non-Adherent, which was launched by Systagenix in October 2009. Initial indications on this product have been very positive;
· the introduction of LiquiBand™ into the US in December 2009 with 2010 being the first full year of sales into this key strategic market. Initial orders have been in line with expectations and are growing in line with the underlying expected demand. Furthermore, initial responses from clinicians in the US have been very positive;
· the first major US distribution partner for LiquiBand™, Cardinal Health was announced in January 2010 and has now begun selling product through its substantial sales force. Further distribution agreements are expected to be signed in 2010;
· the endorsement of the cost saving potential of ActivHeal® is likely to stimulate demand from the NHS given the recent and anticipated cost pressures facing the UK health system;
· the strengthening of the Group’s position in the polyurethane foam market which is the largest, fastest growing segment in advanced woundcare; and
· the maintenance of a strong pipeline of new products and regulatory approvals.
Given these developments, and the organic growth the Group is anticipating from its existing products, the outlook for 2010 remains very positive and accordingly, as mentioned earlier, the Board is intending to introduce a maiden dividend for the full 2010 financial year, payable in 2011.
Dr. Geoffrey N. Vernon
Chairman
* Trademark of Systagenix Wound Management
** Trademark of Kimberly-Clark Worldwide, Inc ©2007 KCWW
Financial Review
Revenue for the Group grew 19% to £24.1 million (2008: £20.3 million). Adjusting for constant currency, the underlying growth was 15%.
Advanced woundcare sales increased 18% to £19.4 million (2008: £16.4 million). The advanced woundcare business includes three months’ revenue from the Corpura acquisition which was completed on 30th September 2009. This contributed £0.7 million to revenues. Strong growth was seen in the silver alginate range of products which grew 27% compared with last year and are now approximately 40% of the advanced woundcare business. Sales of ActivHeal™, the Group’s value range of woundcare products for the NHS market, increased 5%.
The wound closure and sealants business grew 20% to £4.7 million (2008: £3.9 million). Good growth of just over 40% was seen from our European and ROW distributors as increased sales penetration is seen in these markets. Sales of InteguSeal**, our surgical skin sealant product licensed to Kimberly-Clark Health Care also increased by 28%.
Gross margin across the Group was 48% (2008: 48%). Excluding the Corpura acquisition the existing business would have delivered a gross margin of 49%. Adjusting for constant currency the underlying gross margin was 48%.
Profit from operations pre-exceptional items increased by 51% to £4.1 million (2008: £2.7 million) and operating margin (pre-exceptional items) increased to 17% from 13% in 2008. Administration costs which include the Group’s continuing property costs, plc costs and administrative functions increased to £7.8 million pre-exceptional items (2008: £7.7 million). Investment was made in sales and marketing ahead of supporting the launch of LiquiBand™ into the US and has been maintained at 11% of revenue (2008: 11%). Spend on Research and Development across the Group is around 6% of Group revenue (2008: 7%) split fairly evenly across the businesses. The Group benefited from the reversal of marking currency hedging derivatives to market through the income statement which, net of other foreign exchange differences, was a benefit of £0.1 million (2008: (£0.1) million). The acquisition of Corpura BV contributed nil to profit from operations.
The Group incurred £1.7 million of exceptional costs in the year. The Group is well advanced in moving from its two existing manufacturing sites in Winsford into a new building that will accommodate manufacturing, warehousing, laboratories and offices. There are costs associated with this project such as the transfer and re-validation of manufacturing equipment, additional rent and staff dedicated to the project which are deemed exceptional. £0.9 million of such costs were incurred in the period. As previously indicated the Group is budgeting a further £1 million of costs to be incurred in 2010. The majority of these costs are expected to be incurred in the first six months.
The Group also incurred £0.8 million of costs on an aborted acquisition that had reached an advanced stage of discussion. These costs are also classified as exceptional.
Profit from operations post-exceptional items was £2.4 million, a decrease of 11% compared with 2008 (2008: £2.7 million).
The Group continues to work with existing and new partners on development projects and earns income through these projects. £0.5 million of other income was earned in the period (2008: £0.7 million).
The Group achieved pre-exceptional profit before tax of £4.1 million in the period. An increase of 39% compared with 2008 (£2.9 million). Profit before tax was £2.4 million (2008: £2.9 million).
The Group recognised a tax credit of £0.4 million resulting from deferred tax (2008: £0.4 million) reflecting the extent to which recoverability of tax loses can be forseen with reasonable certainty. The Group holds a deferred tax asset on the balance sheet of £2.4 million (2008: £2.0 million). The Group additionally has a further £24.0 million (2008: £25.0 million) of tax losses that have not been recognised.
Profit after tax but before exceptional items for the period was £4.5 million (2008: £3.3 million). On this basis, basic earnings per share was 3.09p (2008: 2.31p) and fully diluted earnings per share was 2.87p (2008: 2.16p). The Group profit after tax and exceptional items was £2.8 million (2008: £3.3 million) resulting in a basic earnings per share of 1.93p (2008: 2.31p) and fully diluted earnings per share of 1.79p (2008: 2.16p).
Cash flow
The Group had a cash inflow from operating activities and before exceptional items of £3.7 million (2008: £2.8 million) and £2.1 million after exceptional items of £1.7 million. Working capital increased in the period by £1.6 million. Inventory increased by £0.8 million in line with the factory move and would be expected to reduce at the end of 2010 when the factory move is completed. Trade and other receivables increased by £1.6 million reflecting the increased sales within the Group. Debtor days were 54 (2008: 53). Trade and other payables increased £0.8 million reflecting the growth of the Group.
The Group invested £4.5 million in the fit out of the new facility in line with the budgeted spend and spent a further £2.2 million in capital equipment for the Group.
On 30th September 2009 the Group acquired the remaining 50.6% of the shares of Corpura BV from Recticel for a total of €2.3 million. Part of this payment was deferred and is included in trade and other payables on the balance sheet.
As a result of this investment the Group had net funds of £1.7 million at the end of the year (2008: £7.3 million).
The Group entered into a 3 year Revolving Credit Facility with Lloyds TSB Bank for £5million which includes a £1 million overdraft facility at market rate in August 2009. The Group anticipates that it will draw down on this facility during 2010 but it is not forecast to be fully utilised at any point over the next 3 years.
In carrying out their duties in respect of going concern, the Directors have carried out a review of the Group’s financial position and cash flow forecasts for the next 12 months and have reached a conclusion that the Group is well placed to manage its business risks in the current economic environment as is more fully described in Note 10.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) Year ended 31 December 2009 |
(Audited) |
||
|
|
Before Exceptional items |
Exceptional items (see note 7) |
Total |
Year ended 31 December 2008 |
|
Note |
£’000 |
£’000 |
£’000 |
£’000 |
Revenue |
4 |
24,091 |
– |
24,091 |
20,316 |
Cost of sales |
|
(12,482) |
– |
(12,482) |
(10,562) |
Gross profit |
|
11,609 |
– |
11,609 |
9,754 |
Distribution costs |
|
(157) |
– |
(157) |
(160) |
Administration costs |
|
(7,799) |
(1,672) |
(9,471) |
(7,666) |
Profit on disposal of property, plant & equipment |
|
– |
– |
– |
35 |
Other income |
|
488 |
– |
488 |
656 |
Share of results of joint venture |
|
(66) |
– |
(66) |
80 |
Profit from operations |
4,5 |
4,075 |
(1,672) |
2,403 |
2,699 |
Finance income |
|
21 |
– |
21 |
265 |
Finance costs |
|
(30) |
– |
(30) |
(37) |
Profit before taxation |
|
4,066 |
(1,672) |
2,394 |
2,927 |
Income tax |
|
390 |
– |
390 |
382 |
Profit for the year attributable to equity holders of the parent |
|
4,456 |
(1,672) |
2,784 |
3,309 |
Earnings per share |
|
|
|
|
|
Basic |
6 |
3.09p |
(1.16)p |
1.93p |
2.31p |
Diluted |
6 |
2.87p |
(1.08)p |
1.79p |
2.16p |
The above results relate to continuing operations.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 December 2009
|
|
(Unaudited) 2009 |
(Audited) 2008 |
|
|
£’000 |
£’000 |
Assets |
|
|
|
Non-current assets |
|
|
|
Acquired intellectual property rights |
|
1,230 |
1,398 |
Software intangibles |
|
34 |
40 |
Development costs |
|
725 |
520 |
Property, plant and equipment |
|
10,284 |
3,199 |
Deferred tax assets |
|
2,422 |
2,045 |
Investment in joint venture |
|
– |
1,749 |
Loans and receivables |
|
– |
662 |
Goodwill |
|
2,978 |
– |
Trade and other receivables |
|
6 |
209 |
|
|
17,679 |
9,822 |
Current assets |
|
|
|
Inventories |
|
3,179 |
2,231 |
Trade and other receivables |
|
6,945 |
4,894 |
Investments |
|
– |
5,730 |
Cash and cash equivalents |
|
1,992 |
1,882 |
|
|
12,116 |
14,737 |
Total assets |
|
29,795 |
24,559 |
Liabilities |
|
|
|
Current liabilities |
|
|
|
Trade and other payables |
|
5,887 |
4,008 |
Other taxes payable |
|
463 |
308 |
Financial liabilities |
|
18 |
17 |
Obligations under finance leases |
|
16 |
14 |
|
|
6,384 |
4,347 |
Non-current liabilities |
|
|
|
Trade and other payables |
|
278 |
– |
Financial liabilities |
|
244 |
262 |
Obligations under finance leases |
|
39 |
58 |
|
|
561 |
320 |
Total liabilities |
|
6,945 |
4,667 |
Net assets |
|
22,850 |
19,892 |
Equity |
|
|
|
Share capital |
|
7,248 |
7,169 |
Share premium |
|
99 |
23 |
Share-based payments reserve |
|
502 |
300 |
Investment in own shares |
|
(27) |
(18) |
Share-based payments deferred tax reserve |
|
576 |
571 |
Other reserve |
|
1,531 |
1,531 |
Translation reserve |
|
248 |
427 |
Retained earnings |
|
12,673 |
9,889 |
Equity attributable to equity holders of the parent |
|
22,850 |
19,892 |
CONSOLIDATED Statement of Changes in Equity
Attributable to equity holders of the Group
|
|
|
|
Share |
|
|
|
|
|
||||
|
|
Share |
Investment |
based |
|
|
|
|
|
||||
|
Share |
based |
in own |
payments |
Share |
Other |
|
Retained |
|
||||
|
capital |
payments |
shares |
deferred tax |
premium |
reserves |
Translation |
earnings |
Total |
||||
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
||||
At 1 January 2009 (audited) |
7,169 |
300 |
(18) |
571 |
23 |
1,531 |
427 |
9,889 |
19,892 |
||||
Share-based payments |
– |
202 |
– |
5 |
– |
– |
– |
– |
207 |
||||
Issue of share capital |
8 |
– |
– |
– |
– |
– |
– |
– |
8 |
||||
Share options exercised |
71 |
– |
– |
– |
76 |
– |
– |
– |
147 |
||||
Shares purchased by EBT |
– |
– |
(114) |
– |
– |
– |
– |
– |
(114) |
||||
Shares sold by EBT |
– |
– |
105 |
– |
– |
– |
– |
– |
105 |
||||
Exchange differences on translation of foreign operations |
–
|
–
|
–
|
–
|
–
|
–
|
(179)
|
–
|
(179)
|
||||
Consolidated profit for the year to 31 December 2009 |
– |
– |
– |
– |
– |
– |
– |
2,784 |
2,784 |
||||
At 31 December 2009 (unaudited) |
7,248 |
502 |
(27) |
576 |
99 |
1,531 |
248 |
12,673 |
22,850 |
||||
CONSOLIDATED Statement of Changes in Equity
Attributable to equity holders of the Group
|
|
Share |
Investment |
Share based |
|
|
|
|
|
|
Share |
based |
in own |
payments |
Share |
Other |
|
Retained |
|
|
capital |
payments |
shares |
deferred tax |
premium |
reserves |
Translation |
earnings |
Total |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
At 1 January 2008 (audited) |
7,157 |
154 |
(13) |
320 |
17 |
1,531 |
– |
6,580 |
15,746 |
Share based payments |
– |
146 |
– |
251 |
– |
– |
– |
– |
397 |
Issue of share capital |
5 |
– |
– |
– |
– |
– |
– |
– |
5 |
Share options exercised |
7 |
– |
– |
– |
6 |
– |
– |
– |
13 |
Shares purchased by EBT |
– |
– |
(89) |
– |
– |
– |
– |
– |
(89) |
Shares sold by EBT |
– |
– |
84 |
– |
– |
– |
– |
– |
84 |
Exchange differences on translation of foreign operations
|
– |
– |
– |
– |
– |
– |
427 |
– |
427 |
Consolidated profit for the year to 31 Dec 2008 |
– |
– |
– |
– |
– |
– |
– |
3,309 |
3,309 |
At 31 December 2008 (audited) |
7,169 |
300 |
(18) |
571 |
23 |
1,531 |
427 |
9,889 |
19,892 |
CONSOLIDATED STATEMENT OF CASH FLOW
For the year ended 31 December 2009
|
|
(Unaudited) Year ended |
(Audited) Year ended |
|
|
31 December 2009 |
31 December 2008 |
|
|
£’000 |
£’000 |
Cash flows from operating activities |
|
|
|
Profit from operations |
|
2,403 |
2,699 |
Adjustments for: |
|
|
|
Share of results of joint venture |
|
66 |
(80) |
Depreciation |
|
678 |
673 |
Amortisation – intellectual property rights |
|
168 |
168 |
– development costs |
|
96 |
160 |
– software intangibles |
|
26 |
24 |
Profit on sale of non-current assets |
|
– |
(35) |
Increase in inventories |
|
(826) |
(505) |
Increase in trade and other receivables |
|
(1,583) |
(1,613) |
Increase in trade and other payables |
|
826 |
1,140 |
Share based payments expense |
|
202 |
146 |
Net cash inflow from operating activities |
|
2,056 |
2,777 |
Cash flows from investing activities |
|
|
|
|
|
|
|
Proceeds on disposal of property, plant and equipment |
|
– |
56 |
Purchase of software |
|
(20) |
(19) |
Capitalised research and development |
|
(301) |
(343) |
Purchases of property, plant and equipment |
|
(6,735) |
(894) |
|
|
|
|
Movements in investments in money market deposits |
|
5,730 |
924 |
Interest received |
|
74 |
487 |
Investment in joint venture |
|
– |
(1,376) |
Acquisition of subsidiary |
|
(69) |
– |
Movement in loans and receivables |
|
(711) |
(531) |
Net cash used in investing activities |
|
(2,032) |
(1,696) |
Cash flows from financing activities |
|
|
|
Finance lease |
|
(17) |
(17) |
Repayment of secured loan |
|
(17) |
(29) |
Issue of equity shares |
|
155 |
13 |
Shares purchased by EBT |
|
(114) |
(89) |
Shares sold by EBT |
|
105 |
84 |
Interest paid |
|
(30) |
(37) |
Net cash from/(used in) financing activities |
|
82 |
(75) |
Net increase in cash and cash equivalents |
|
106 |
1,006 |
Cash and cash equivalents at the beginning of the year |
|
1,882 |
876 |
Effect of foreign exchange rate changes |
|
4 |
– |
Cash and cash equivalents at the end of the year |
|
1,992 |
1,882 |
1. Reporting Entity
Advanced Medical Solutions Group plc (“the Company”) is a public limited company incorporated and domiciled in England and Wales (registration number 2867684). The Company’s registered address is Premier Park, 33 Road One, Winsford Industrial Estate, Cheshire, CW7 3RT.
The Company’s ordinary shares are traded on the AIM market of the London Stock Exchange. The financial statements of the Company for the twelve months ended 31 December 2009 comprise the Company and its subsidiaries (together referred to as the “Group”).
The Group is primarily involved in the design, development and manufacture of novel high performance polymers (both natural and synthetic) for use in advanced woundcare dressings and medical adhesives for closing and sealing tissue, for sale into the global medical device market.
2. Basis of Preparation
These preliminary statements have been prepared in accordance with the accounting policies set out in the annual report for the year ended 31 December 2008 and those to be adopted at 31 December 2009 (see note 3).
While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRSs), as adopted for use in the EU, this announcement does not itself contain sufficient information to comply with IFRSs. The Group expects to publish full financial statements that comply with IFRSs in April 2010.
The financial information set out in the announcement does not constitute the Group’s statutory accounts for the years ended 31 December 2009 or 31 December 2008. The financial information for the year ended 31 December 2008 is derived from the statutory accounts for that year, which have been delivered to the Registrar of Companies. The auditors reported on those accounts; their report was unqualified, did not draw attention to any matters by way of emphasis without qualifying their report and did not contain a statement under s237(2) or (3) Companies Act 1985. The audit of the statutory accounts for the year ended 31 December 2009 is not yet complete. These accounts 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 Group’s annual general meeting.
The financial statements have been prepared on the historical cost basis of accounting except as disclosed in the accounting policies set out below.
The individual financial statements for each group company are presented in the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each group company are expressed in pounds sterling, which is the functional currency of the Company, and the presentation currency for the consolidated financial statements.
3. Accounting policies
The same accounting policies, presentations and methods of computation are followed in the preliminary financial information as applied in the Group’s latest annual audited financial statements, with the exception of the presentation of exceptional items and the adoption of IAS1 (revised). The annual financial statements of Advanced Medical Solutions Group plc are prepared in accordance with International Financial Reporting Standards as adopted by the European Union.
Exceptional items are those items that are unusual because of their size, nature or incidence or that the directors consider should be disclosed separately to enable a full understanding of the Group’s results. This includes non-recurring transaction abort costs and site relocation costs (see note6,7). Exceptional items have been presented separately on the face of the income statement. The directors consider that this presentation gives a fairer presentation of the results of the Group.
In addition, the Group has adopted IAS1 (revised) ‘Presentation of financial statements’. There has been no effect on the presentation or disclosure in the preliminary announcement.
4. Segment information
For management purposes, the Group is organised into two business units, advanced woundcare and wound closure and sealants. These divisions are the basis on which the Group reports its segment information.
Intersegment pricing is determined on an arm’s length basis.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly investments and related revenue, corporate assets, head office expenses and income tax assets. These are the measures reported to the Group’s Chief Executive for the purpose of resource allocation and assessment of segment performance.
Business segments
The principal activities of the advanced woundcare business unit are the research, development, manufacture and distribution of novel, high performance polymers for use as wound dressings.
The principal activities of the wound closure and sealants business unit is the research, development, manufacture and distribution of medical adhesives and products for closing and sealing tissue.
Segment information about these businesses is presented below.
Year ended 31 December 2009 (unaudited) |
Advanced woundcare £’000 |
Wound closure & sealants £’000 |
Eliminations £’000 |
Consolidated £’000 |
Revenue |
|
|
|
|
External sales |
19,391 |
4,700 |
– |
24,091 |
Inter-segment sales |
43 |
– |
(43) |
– |
Total revenue |
19,434 |
4,700 |
(43) |
24,091 |
|
|
|
|
|
Inter-segment sales are charged at prevailing market prices.
Result |
|
|
|
|
|
Segment result |
|
3,492 |
801 |
– |
4,293 |
Unallocated expenses |
|
|
|
|
(1,890) |
Profit from operations |
|
|
|
|
2,403 |
Finance income |
|
|
|
|
21 |
Finance costs |
|
|
|
|
(30) |
Profit before tax |
|
|
|
|
2,394 |
Tax |
|
|
|
|
390 |
Profit for the year |
|
|
|
|
2,784 |
|
|
|
|
|
|
Exceptional costs are allocated as follows: site move expenditure (£909,000) is included in Advanced Woundcare’s result; and, aborted transaction costs (£763,000) are included in unallocated expenses.
Notes Forming Part of the Consolidated Financial Statements
4. Segment information(continued)
At 31 December 2009 (unaudited) Other Information |
Advanced woundcare £’000 |
Wound closure & sealants £’000 |
Eliminations £’000 |
Consolidated £’000 |
||
|
|
|
|
|
|
|
Capital additions: |
|
|
|
|
|
|
Software intangibles |
10 |
10 |
|
20 |
|
|
Research & development |
297 |
4 |
|
301 |
|
|
Property, plant and equipment |
6,570 |
165 |
|
6,735 |
|
|
Depreciation and amortisation |
626 |
342 |
|
968 |
|
|
|
|
|
|
|
|
|
Balance sheet |
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
Segment assets |
22,868 |
5,710 |
|
28,578 |
|
|
Unallocated assets |
|
|
|
1,217 |
|
|
Consolidated total assets |
|
|
|
29,795 |
|
|
Liabilities |
|
|
|
|
|
|
Segment liabilities |
4,413 |
988 |
|
5,401 |
|
|
Unallocated liabilities |
|
|
|
1,544 |
|
|
Consolidated total liabilities |
|
|
|
6,945 |
|
|
|
|
|
|
|
|
|
Year ended 31 December 2008 (audited) |
Advanced woundcare £’000 |
Wound closure & sealants £’000 |
Eliminations £’000 |
Consolidated £’000 |
Revenue |
|
|
|
|
External sales |
16,415 |
3,901 |
– |
20,316 |
Inter-segment sales |
33 |
– |
(33) |
– |
Total revenue |
16,448 |
3,901 |
(33) |
20,316 |
|
|
|
|
|
Inter-segment sales are charged at prevailing market prices.
Result |
|
|
|
|
|
Segment result |
|
3,036 |
848 |
– |
3,884 |
Unallocated expenses |
|
|
|
|
(1,185) |
Profit from operations |
|
|
|
|
2,699 |
Finance income |
|
|
|
|
265 |
Finance costs |
|
|
|
|
(37) |
Profit before tax |
|
|
|
|
2,927 |
Tax |
|
|
|
|
382 |
Profit for the year |
|
|
|
|
3,309 |
|
|
|
|
|
|
Notes Forming Part of the Consolidated Financial Statements
4. Segment information (continued)
At 31 December 2008 (unaudited) Other Information |
Advanced woundcare £’000 |
Wound closure & sealants £’000 |
Eliminations £’000 |
Consolidated £’000 |
||
|
|
|
|
|
|
|
Capital additions: |
|
|
|
|
|
|
Software intangibles |
15 |
4 |
– |
19 |
|
|
Research & development |
294 |
49 |
– |
343 |
|
|
Property, plant and equipment |
727 |
251 |
– |
978 |
|
|
Depreciation and amortisation |
721 |
304 |
– |
1,025 |
|
|
|
|
|
|
|
|
|
Balance sheet |
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
Segment assets |
10,596 |
5,019 |
– |
15,615 |
|
|
Unallocated assets |
|
|
|
8,944 |
|
|
Consolidated total assets |
|
|
|
24,559 |
|
|
Liabilities |
|
|
|
|
|
|
Segment liabilities |
2,847 |
1,079 |
– |
3,926 |
|
|
Unallocated liabilities |
|
|
|
741 |
|
|
Consolidated total liabilities |
|
|
|
4,667 |
|
|
|
|
|
|
|
|
|
Included in the advanced woundcare segment for the year ended 31 December 2008 are assets of £1,749,000 and results of £80,000 in respect of Corpura B.V., the Group’s joint venture.
Geographical segments
The advanced woundcare and wound closure and sealants segments operate mainly in the UK, with a sales office located in the USA. In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers. Segment assets are based on the geographical location of the assets.
The following table provides an analysis of the group’s sales by geographical market, irrespective of the origin of the goods/services, based upon location of the Group’s customers:
|
|
|
|
|
|
(Unaudited) Year ended |
(Audited) Year ended |
|
|
31 December 2009 |
31 December 2008 |
|
|
£’000 |
£’000 |
United Kingdom |
|
7,268 |
7,023 |
Europe excluding United Kingdom |
|
10,269 |
7,991 |
United States of America |
|
5,888 |
4,810 |
Rest of World |
|
666 |
492 |
|
|
24,091 |
20,316 |
All assets are classified as under the United Kingdom due to the immateriality of the carrying value of all assets held in the United States of America.
5. Profit from operations
|
(Unaudited) Year ended |
(Audited) Year ended |
|
31 December |
31 December |
|
2009 |
2008 |
|
£’000 |
£’000 |
Profit from operations is arrived at after charging/(crediting): |
|
|
Profit on sale of non-current assets |
– |
(35) |
Depreciation of property, plant and equipment |
678 |
673 |
Amortisation of: |
|
|
– acquired intellectual property rights |
168 |
168 |
– software intangibles |
26 |
24 |
– development costs |
96 |
160 |
Operating lease rentals – plant and machinery |
131 |
90 |
– land and buildings |
575 |
315 |
Research and development costs expensed to the income statement |
1,613 |
1,534 |
Cost of inventories recognised as expense |
11,646 |
9,993 |
Staff costs |
8,397 |
6,929 |
Fair value(gain)/ loss on derivative financial instruments |
(599) |
599 |
Net foreign exchange loss/(gain) |
513 |
(474) |
6. Earnings per share
The calculation of the basic and diluted earnings per share is based on the following data:
|
(Unaudited) Year ended 31 December 2009 £’000 |
(Audited) Year ended 31 December 2008 £’000 |
Earnings for the purposes of basic and diluted earnings per share being net profit attributable to equity holders of the parent |
2,784 |
3,309 |
Number of shares |
‘000 |
‘000 |
Weighted average number of ordinary shares for the purposes of basic earnings per share |
144,166 |
143,284 |
Effect of dilutive potential ordinary shares: |
|
|
share options, deferred share bonus, LTIPs |
11,200 |
9,979 |
Weighted average number of ordinary shares for the purposes of diluted earnings per share |
155,366 |
153,263 |
7. Exceptional items
The Group is in the process of rationalising its two existing sites in Winsford into a new facility. During the year ended 31 December 2009 expenditure of £909k was incurred in respect of the site move.
On 9 April 2009, the Board announced that it had been pursuing an acquisition opportunity that had reached an advanced stage of discussions but which had now been terminated. The costs incurred in the year ended 31 December 2009 in respect of this aborted transaction amounted to £763k.
During the year ended 31 December 2008, profit of £35,000 was recognised on disposal of property, plant and equipment.
8. Dividends
No dividend has been proposed.
9. Acquisition of subsidiary
On 30 September 2009 the Group acquired the remaining 50.6% of the issued share capital of Corpura B.V., having acquired 49.4% on 30 May 2008. Corpura B.V. develops and produces hydrophilic polyurethane foams in Etten Leur, the Netherlands. This transaction has been accounted for by the purchase method of accounting.
|
Book value |
Fair value |
|
£ |
£ |
Net assets acquired |
|
|
Intellectual property |
137 |
– |
Property, plant and equipment |
1,278 |
1,104 |
Inventories |
214 |
122 |
Trade and other receivables |
272 |
272 |
Cash and cash equivalents |
169 |
169 |
Trade and other payables |
(202) |
(202) |
Loans |
(1,403) |
(1,403) |
|
465 |
62 |
Goodwill |
|
3,062 |
Total consideration |
|
3,124 |
Goodwill is denominated in Euros in line with Corpura’s functional currency and the currency of consideration. Re-translation of the goodwill at the closing Euro rate on 31 December 2009 lead to a reduction in the goodwill recorded on the balance sheet to £2,978,000. This translation difference of £84,000 is recognised within the Group’s translation reserve.
Satisfied by: |
|
|
Cash |
|
1,687 |
Deferred consideration |
|
1,302 |
Directly attributable costs |
|
135 |
|
|
3,124 |
The above consideration includes amounts paid in 2008 in respect of the formation of the joint venture totalling £1,376,000 (cash of £1,276,000; directly attributable costs £100,000) together with exchange on these Euro-denominated transactions at 30 September 2009 amounting to £277,000.
Net cashflow arising on acquisition |
|
|
Cash consideration, including directly attributable costs |
|
238 |
Cash acquired |
|
(169) |
|
|
69 |
The goodwill arising on the acquisition of Corpura B.V. is attributable to the anticipated improved profitability of the Company and the development of new products utilising the Company’s platform material for delivering new technologies that can help accelerate wound healing, neither of which relate to separately identifiable intangible assets.
Corpura B.V. contributed £701,000 to revenue and £21,000 to profit before tax for the period between the date of acquisition and the balance sheet date.
If the acquisition of Corpura B.V. had been completed on the first day of the financial year, group revenues for the period would have been £25,468,000 and the group profit attributable to equity holders of the parent would have been £2,711,000.
10. Going Concern
In carrying out their duties in respect of going concern, the Directors have carried out a review of the Group’s financial position and cash flow forecasts for the next 12 months. These have been based on a comprehensive review of revenue, expenditure and cash flows, taking into account specific business risks and the current economic environment.
With regards to the Group’s financial position, it had cash and cash equivalents at the year-end of £2.0 million. The Group also has in place a revolving credit facility of £5 million inclusive of a £1 million overdraft facility which expires in July 2012.
While the current economic environment is uncertain, AMS operates in a market whose demographics are extremely favourable, underpinned by an increasing need for products to treat chronic and acute wounds. Consequently, strong market growth is predicted. The Group has a number of long-term contracts with customers across different geographic regions and also with substantial financial resources, ranging from government agencies through to global healthcare companies.
Having taken the above into consideration the Directors have reached a conclusion that the Group is well placed to manage its business risks in the current economic environment. Accordingly, they continue to adopt the going concern basis in preparing the preliminary financial information.
11. Approval
This statement was approved by the Directors on 9 March 2010. A copy can be obtained from the Secretary at the Company’s Head Office, Premier Park, 33 Road One, Winsford Industrial Estate, Winsford, Cheshire CW7 3RT.
This information is provided by RNS
END
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