TIDMSPH
RNS Number : 3808K
Sinclair Pharma PLC
21 September 2016
Sinclair Pharma plc
Delivering strong growth, completed transformational US
distribution deal, on track to meet full year guidance
Sinclair Pharma plc (SPH.L), ("Sinclair", or the "Group", or the
"Company") the international specialty pharma company, today
announces its unaudited results for the six and twelve month
periods ended 30 June 2016.
Highlights
- Reported revenues show significant growth reflecting strong in
market sales and planned de-stocking in prior six month period.
Group revenues increased 125% to GBP17.3 million compared to GBP7.7
million in the previous six month period
o On track to meet guidance of 40% sales growth for calendar
year 2016, pre Brazil consolidation and US Silhouette Soft(R)
sales
o Silhouette Soft(R) sales increased 94% to GBP6.2 million
(GBP3.2 million for the previous six months)
o Ellansé(R) sales increased 147% to GBP4.2 million (GBP1.7
million in the previous six months)
o Perfectha(R) sales up 184% to GBP3.7 million (GBP1.3 million
in the previous six months)
o Sculptra(R) sales back on track, up 146% to GBP3.2 million
(GBP1.5 million in the previous six months)
o Distributor inventory levels remain normalised
- Completed transformational US distribution and strategic
marketing agreement with ThermiGen LLC for Silhouette
InstaLift(TM)
o Significant demand from US physicians for Silhouette
InstaLift(TM) product training
- Successfully renegotiated Ellansé(R) milestone payments,
significantly reducing the deferred consideration payable from
EUR36 million to a one-off payment of EUR15 million resulting in a
GBP8.5 million one-off exceptional gain during the period
o Successfully launched Ellansé(R) in Hong Kong, Japan,
Malaysia, and Singapore
- Net cash of GBP24.4 million at 30 June 2016
Post period Highlights
- Established Brazilian affiliate with repatriated local rights
for Silhouette Soft(R) and Perfectha(R)
o Brazil is one of the top five global aesthetic markets
o New local affiliate is immediately sales and earnings
enhancing
o Provides platform to directly launch Ellansé(R) following
approval expected in 2018
- Launch of Ellanse(R) and Silhouette Soft(R) in Mexico and Columbia
- Alan Olby, CFO, joined the Board
- Restructuring post medicinal divestment expected to generate
over GBP2.0 million in annualised cost savings
- Strong sales continue into Q3 2016. Sales for the current
quarter expected to exceed the GBP7.7 million recorded in the
July-Dec 2015 period
Chris Spooner, CEO commented "We have made material progress in
our strategy of building a high growth, global pure-play aesthetics
business from our strong foundations. We have delivered significant
sales growth in the last six months and are on track to meet our
guidance of 40% sales growth for calendar year 2016.
We are highly encouraged by the response to Silhouette
InstaLift(TM) pre-marketing activities in the US, which has
resulted in very strong early demand by physicians for product
training. In addition, our newly established Brazilian affiliate
provides direct access to a leading aesthetic market, and is
immediately sales and earnings enhancing.
Sinclair has already grown since the divestment of the
non-aesthetics business to a scale where it is near to EBITDA
breakeven pre US investment. Conversion on incremental sales to
EBITDA is very high as the relatively fixed cost base combined with
high gross margins drives operational leverage."
Following the change to the Group's year end date from 30 June
to 31 December, as previously announced the Group's audited results
for the 18 month period to 31 December 2016 will be announced by
the end of March 2017.
These financial results follow the divestment of the
non-aesthetics business which completed in December 2015, and thus
reflect the ongoing core aesthetics business with all results from
the non-aesthetics disclosed under discontinued operations.
This announcement includes inside information.
Ends
For further information please contact:
Sinclair Pharma plc Tel: +44 (0) 20 7467 6920
Chris Spooner
Alan Olby
Andy Crane
Peel Hunt LLP (NOMAD and Broker) Tel: +44 (0) 20 7418 8900
James Steel
Oliver Jackson
Media enquiries
FTI Consulting Tel: +44 (0) 203 727 1000
Ben Atwell
Brett Pollard
Stephanie Cuthbert
About Sinclair Pharma plc - www.sinclairpharma.com
Sinclair Pharma plc is an international company operating in the
fast growth, high gross margin, global aesthetics market. Sinclair
has built a strong portfolio of differentiated, complementary
aesthetics technologies, which are experiencing significant growth,
targeting unmet clinical needs for effective, high quality, longer
duration, natural looking and minimally-invasive treatments. The
Company is planning entry to multiple new geographic markets and
line extension launches over the next few years. Sinclair has an
established sales and marketing presence in the leading EU markets
and Brazil, and a network of international distributors including
ThermiGen in the US.
"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.
BUSINESS REVIEW
The strategic review undertaken by the Company, announced in
late 2014 and concluded on 19 May 2016, has transformed Sinclair
into a fast-growing, high margin, debt-free and pure-play aesthetic
dermatology company. The sale of the low growth portfolio of
non-aesthetic products in late 2015 to Alliance Pharma plc for
GBP132 million plus working capital significantly strengthened the
balance sheet and has allowed Sinclair to invest in its exciting
portfolio of high growth brands.
We have continued to make significant progress during this
period, delivering sales of GBP17.3 million up 125% on the previous
six months and we remain on track to meet our guidance of 40% sales
growth, pre Brazil consolidation and Silhouette InstaLift(TM) US
sales, for calendar year 2016. As previously announced we took
action last year to destock the Company's distribution channel,
which reduced reported sales for the six months ended 31 December
2015. This process was completed during the period and as a result
we have seen significant demand across all of the Group's products
which is more representative of the in-market performance.
In May, at the time that the strategic review was concluded,
Sinclair signed an exclusive four year US distribution and
strategic marketing agreement with Thermigen LLC ("Thermi" an
Almirall SA company), for Silhouette InstaLift(TM). This deal is
expected to be transformational for the Company as we see
significant opportunities to generate rapidly growing sales of
Silhouette InstaLift(TM) in the US market, and are delighted to be
collaborating with Thermi who provide access to the single largest
aesthetics market in the world via a highly successful and well
established sales force. Sinclair has initially granted Thermi
exclusive four-year distribution rights for the US market until
mid-2020. The agreement involves a material investment in the
launch and marketing of Silhouette Instalift(TM) by Sinclair in
return for a structure that gives Sinclair an annual option, after
year three, to repatriate the US rights.
Sinclair also established a Brazilian affiliate into which it
has repatriated local rights for Silhouette Soft(R) and
Perfectha(R). Direct distribution in Brazil commenced on 1 July
2016 and was immediately sales and earnings enhancing. Brazil is
one of the top five aesthetic markets globally and this new
affiliate provides a platform to build on the successful launch of
Silhouette Soft(R) and immediately enables direct sales of
Perfectha(R). It will also provide the platform to directly launch
Ellansé(TM) once regulatory approval anticipated in 2018, has been
granted. Initial sales in Brazil have exceeded forecasts providing
optimism for a return to growth of both products following a
slowdown while the transfer of rights for each were negotiated.
In addition, a strong balance sheet enabled Sinclair to
re-negotiate the Ellansé(R) milestone payments. In return for a
one-off payment of EUR15 million, the vendors waived their rights
to all further milestone payments which totalled EUR36 million and
were expected to have been paid over the next 3-5 years. This
transaction has generated a one-off exceptional gain of GBP8.5
million during this interim period as a result of the significant
reduction in deferred consideration payable.
Since the disposal of the non-aesthetics business Sinclair has
become a simpler and more focused business. There are now 5 brands,
reduced from 32, stock keeping units have dropped from 1251 to 52,
external manufacturers have reduced from 19 to 3 and there are 40
fewer distribution partners. At the time of the disposal 39 staff,
mostly in Europe, transferred to Alliance Pharma plc. A subsequent
restructuring to further streamline the business and reduce costs
has resulted in a further 13 employees leaving the Company. This
restructuring will give the Company a benefit of at least GBP2.0
million in annual cost savings.
Silhouette Instalift(TM) launch by Thermi
Thermi is the world leader in minimally invasive
thermistor-regulated energy solutions for aesthetics, dermatology
and women's health, and one of the fastest growing aesthetics
companies in the US. Silhouette InstaLift(TM) is the only
injectable aesthetic product with a lifting claim in the US market.
The ThermiRF(R) platform, enables aesthetic physicians to perform
ThermiTight(R), a micro-invasive single treatment solution for skin
laxity. The ability for one commercial team to offer both
ThermiTight and Silhouette InstaLift(TM) represents a major
breakthrough in the quest to offer patients a minimally invasive
non-surgical alternative to the facelift. With an installed base of
more than 1,000 systems in the US, Thermi is poised to quickly
establish Silhouette InstaLift(TM) as a key offering in minimally
invasive aesthetics by immediately promoting the product to
Thermi's established physician customer base. Importantly these
physicians are mostly plastic surgeons, the key initial target
customer group for Silhouette InstaLift(TM). Based on early
discussions with US physicians, we expect that the procedure in the
US will generally involve the use of at least 6 sutures, compared
to 4 on average in the rest of the world.
Silhouette InstaLift(TM) was launched by Thermi in August 2016.
Thermi is directly supporting the product through its 55 rep sales
force, with an additional 10 reps recruited for dedicated
Silhouette InstaLift(TM) sales. Sinclair is directly involved in
product marketing with Doug Abel (Sinclair US president) as head of
the joint Silhouette Instalift(TM) Marketing Committee. To-date,
c.200 US physicians have purchased and used Silhouette
InstaLift(TM). In addition, over 500 physicians have expressed
immediate interest in adding Silhouette InstaLift(TM) to their
practices.
Silhouette Soft(R)
Sales in the six month period almost doubled to GBP6.2 million
up 94% from GBP3.2m in the previous half, when reported sales were
constrained by a period of distributor de-stocking in the final
quarter of 2015. Sales in Sinclair's European affiliates were
strong at GBP2.1 million, doubling from GBP1.1 million in the prior
six month period, despite a difficult market environment in
France.
Silhouette Soft(R) was launched in South Korea in Q4 2015 and
delivered sales of GBP0.4 million in the period, up from GBP0.1
million in the prior six months. The Company also saw strong sales
increases in the UAE (GBP0.7 million up from GBP0.3 million) as
well as Australia, Japan, South Africa and Singapore. Recent
launches in Columbia and Mexico in Q3 2016 will likely provide
further growth in the current period and into 2017.
Sinclair completed a deal to repatriate the rights to Silhouette
Soft(R) in Brazil in April 2016, and subsequently relaunched both
Silhouette Soft(R) and Perfectha(R) on 1 July 2016. Although the
Brazilian aesthetics market has been adversely affected by a weak
currency and economy, Sinclair sees significant scope for
geographic expansion compared to the reach of its former
distributor, in addition to improvements to training and marketing
programmes which are expected to contribute to sustainable growth
over the medium term.
A significant new distribution agreement for Silhouette Soft(R)
in China and Hong Kong led to a launch in Hong Kong in the period
and the commencement of pre-registration activities for China,
ahead of a targeted launch in 2019. This agreement has recently
been extended to cover Taiwan, another important aesthetics market
in the APAC region, with registration underway for a launch planned
for 2017.
Key Activities
Following the positive reception of Silhouette Soft(R) at both
the European and Latin American World Experts' Meetings ('WEM')
last year, Sinclair held its first Asia WEM in Bali earlier this
year. This event was attended by over 300 leading aesthetic
physicians and plastic surgeons from the region, and included hands
on training workshops.
The 2016 European WEM is being held in Barcelona this month. The
Company believes this to be the best attended single company
educational event in the aesthetics industry, with over 1,000
dermatologists and plastic surgeons expected to attend.
Ellansé(R)
Sales of GBP4.2 million for the six months ended 30 June were up
147% from GBP1.7 million in the previous half. The prior six month
period was also heavily affected by planned distributor
de-stocking, particularly in South Korea and Mexico. The Company
continues to see a clear pick-up in the use of Ellansé(R) across
all regions and the broad nature of this growth combined with the
planned launches in major markets provides significant confidence
in the outlook for the product in the remainder of 2016 and
beyond.
The stock situation in South Korea has now normalized under our
new partner with sales to South Korea which is a key market for the
Company increasing to GBP1.1 million in the period from GBP0.4
million in the prior period. Ellanse(R) was re-launched in Mexico
in July 2016 following a change of distributor.
Sinclair's European affiliates continue to see strong growth for
Ellansé(R) with sales increasing to GBP1.1 million in the period,
from GBP0.6 million in the six months to December 2015, supported
by a strong training programme and increasing confidence in the
product from physicians who have now seen the clinical benefits and
excellent safety profile of the product over a longer period.
The launch of Ellansé(R) in Hong Kong during the period
generated sales of GBP0.5 million during the period. There were
also encouraging launches in Malaysia, Singapore and Japan,
combined with strong growth in multiple existing Ellansé(R)
markets, notably Taiwan.
Ellansé(R) is not yet approved in three of the world's largest
aesthetic markets namely, the US, China and Brazil. In China,
registration activities have commenced ahead of a targeted launch
in 2019. Registration in Brazil is also underway for launch by
Sinclair's Brazilian affiliate which is expected in 2018, and pre
IDE work continues in the US for a planned clinical study, ahead of
an expected approval in 2019.
Perfectha(R)
Sales in the period recovered strongly to GBP3.7 million, up
184% on the GBP1.3 million reported in the previous half, again
following a period of distributor de-stocking. The outlook for the
remainder of 2016 remains strong as a result of the new contractual
terms agreed with our South Korean partner, the July launch of
Sinclair Brazil which has beaten our initial estimates after two
months, anticipated launch in Mexico in Q3 2016, and continued
momentum of the product in our own direct affiliates in Europe.
Having resolved contractual and stocking issues with the Group's
partner in South Korea, Perfectha(R)'s largest market, sales
re-commenced contributing GBP0.7 million in the period versus
GBPnil in the prior six months. Deliveries to Brazil also
re-commenced in the period, ahead of the launch through Sinclair's
Brazilian affiliate in July 2016, following a period without sales
while the rights were repatriated from the local distributor. Sales
of Perfectha(R) in Russia remain weak as a result of the sharp
downturn in the Russian aesthetics market, largely due to weak
currency and economic uncertainties.
Perfectha(R) performed strongly in Sinclair's European
affiliates where sales increased to GBP0.9 million in the period,
compared to GBP0.4 million in the prior six months, and also in
several other territories particularly in the Middle East.
Sinclair's new partner for Perfectha(R) in China, Hong Kong and
Taiwan has commenced registration activities in the period, ahead
of a planned 2019 launch.
Sculptra(R)/New-Fill(R)
Sales in the period recovered to GBP3.2 million, compared with
GBP1.6 million in the first six months to December 2015 and GBP4.1
million in the same period last year. Sales and marketing
investment for these brands remains minimal but management believes
underlying use of the product remains strong, supported by long
term loyal users.
Product Development
Sinclair's current development activities focus on developing
line extensions and new indications for the existing aesthetics
portfolio, as well as undertaking additional studies required to
support regulatory submissions in new markets.
Following the initial submission of an IDE application for
Ellansé(R) in 2015, the Company continues to liaise with the FDA to
ensure that all necessary data are provided to meet the
requirements of the Premarket Approval (PMA) for the USA, which is
expected for 2019. Similarly, in collaboration with its
distribution partners, Sinclair will initiate appropriate
additional studies required to achieve regulatory approvals for
Ellansé(R) in Brazil and China, with launches anticipated in 2018
and late 2019 respectively. Parallel development programmes are
also being initiated to support the registration of Silhouette
Soft(R) and Perfectha(R) in China, with approvals anticipated by no
earlier than 2019. Sinclair has also started a number of clinical
trials across the Ellansé(R) portfolio aimed at generating further
data to demonstrate superior longevity, improved skin tone and use
of Ellanse(R) in combination with the Sinclair portfolio.
In Q4 2016 Sinclair will commence US multi-centre pivotal
clinical studies aimed at simplifying the labelled Silhouette
InstaLift(TM) insertion technique and providing additional data to
support product efficacy and longevity. Data submission is planned
for early Q2 2017.
Regulatory review of the new Perfectha(R) Lidocaine range of
products has been temporarily suspended while a new syringe, common
to all Sinclair injectable products is brought into production.
Approval in now anticipated in late 2017. Technology transfer
activities are underway to establish the manufacturing and supply
of Sinclair's collagen stimulating dermal filler, Atléan(R), at an
EU and FDA accredited manufacturing facility. Following completion
of the development work, regulatory submission is anticipated in
2017 with CE mark approval expected early in 2018.
Financial Review
The results reported for continuing operations in the six and
twelve months ended 30 June 2016 reflect only the Group's
continuing aesthetics business. All results of the non-aesthetics
business which was divested to Alliance Pharma Plc on 17 December
2015 are included under the discontinued operations heading as
required by IFRS. Results for the comparative periods have been
restated for consistency.
Results for the six months ended 30 June 2016
Continuing operations
As expected, reported revenue for the aesthetics business in the
six months ended 30 June 2016 increased 125% (112% on a constant
currency basis) to GBP17.3 million from GBP7.7 million in the six
months ended 31 December 2015 following the de-stocking process
which was undertaken in the final quarter of 2015. As discussed
above, strong sales increases were seen across all four products.
Total sales were unchanged compared with the same six month period
in 2015, a period that included significant levels of distributor
stock increases, especially by the Group's former Brazilian
distributor following the approval of Silhouette Soft(R) in that
territory in April 2015.
Gross profit of GBP12.2 million for the aesthetics business in
the period was 1.5% higher than in the same period last year and
gross margins were improved at 70.5% compared with 69.2% in H1
2015. The improvement in gross margin is driven by an improving
sales mix, in particular with higher margin Ellansé(R) contributing
a greater proportion of sales compared with the prior period with
lower margin Perfectha(R) and Sculptra(R) reporting lower sales
than in the comparative period. A reduced cost of goods for
Silhouette Soft(R), effective from May 2015, has also contributed
to the increase in gross margins.
Selling, marketing and distribution costs for the aesthetics
business increased to GBP9.2 million in the period from GBP6.6
million in H1 2015 predominantly as a result of US pre-launch
expenditure for Silhouette InstaLift(TM).
Administrative expenses before exceptional items of GBP8.3
million are GBP1.2 million higher than the same period last year,
largely as a result of a GBP0.9 million increase in non-cash
amortisation charges. The remaining increase stemming from
increased administration costs in the US ahead of the Silhouette
InstaLift(TM) launch.
There were a number of exceptional items of income and expense
included within administrative expenses in the period, which in
total amount to a net credit of GBP5.0 million (H1 2015: GBP0.5
million expense). These were:
-- A GBP9.0 million credit arising on the re-negotiation of
deferred contingent consideration liabilities for Ellansé(R) and
revisions to the forecast timings of deferred considerations for
Silhouette Soft(R) and Perfectha(R).
-- Restructuring costs of GBP2.4 million as a result of the
restructuring to simplify the business and reduce costs which
included severance payments payable to the Chief Operating Officer
and a number of other employees.
-- An inventory provision of GBP1.4 million as a result of the
decision to de-stock distributors and eliminate shorter shelf life
product from distribution.
-- Acquisition costs of GBP0.2 million linked to the
repatriation of rights to Silhouette Soft(R) in Brazil.
Finance costs of GBP3.3 million in the period are 31% lower than
in H1 2015 as a result of the repayment of the external debt
facility in December 2015 following the disposal of the
non-aesthetics business. Finance costs represent the non-cash
discount unwind charge on deferred and contingent consideration
from acquisitions, net of interest income on cash balances. The
discount charge of GBP3.3 million is reduced from GBP4.5 million in
the same period in 2015 as a result of the settlement of various
items of deferred consideration over the last year.
There is a small tax credit of GBP0.6 million for continuing
operations, compared with a credit of GBP0.7 million in H1 2015.
This credit arises from the amortisation of deferred tax
liabilities linked to intangible assets, net of a GBP0.3 million
charge for tax in overseas territories.
Discontinued operations
Profit for the period from discontinued operations of GBP1.5
million (H1 2015: GBP9.9 million) reflects the reversal of a GBP1.5
million tax charge which arose on the disposal of the
non-aesthetics business to Alliance Pharma Plc on 17 December 2015,
net of GBP0.1 million of administration expenses incurred post
completion. The prior period profit includes the full trading
results for the disposed non-aesthetic products.
Overall loss for the period to 30 June 2016 was GBP1.2 million
(2015: profit of GBP3.5 million). This resulted in an overall loss
per share of 0.2p for the period, earnings of 0.7p in 2015.
Balance sheet
The Group's balance sheet has been transformed following the
disposal of the non-aesthetics business and repayment of the
external debt facility, resulting in a strong balance sheet
position at 30 June 2016 including net cash of GBP24.4 million
compared with a net debt position of GBP42.2 million at 30 June
2015. The additional capital provided by the disposal of the
non-aesthetics business is being used to invest in future growth
opportunities including the US launch of Silhouette Instalift(TM)
and to cover future milestone payments from historical
acquisitions.
Non-current assets have decreased to GBP144.0 million at 30 June
2016 from GBP237.5 million at 30 June 2015 as a consequence of the
disposal of the non-aesthetics business impact on goodwill and
intangible asset balances and associated utilisation of deferred
tax assets, offset by the acquisition of Silhouette Soft(R) rights
in Brazil and impact of foreign exchange rates where the weakness
of Sterling has increased the value of Euro and US Dollar
denominated assets.
Current assets have fallen to GBP41.4 million at 30 June 2016
from GBP47.9 million as a result of the disposal of the
non-aesthetics business which resulted in a significant reduction
in working capital balances. Inventories have fallen to GBP5.1
million compared to GBP7.6 million at 30 June 2015 and trade, and
other receivables have more than halved from GBP27.7 million at 30
June 2015 to GBP11.9 million at 30 June 2016.
Current liabilities have fallen significantly to GBP22.5 million
at 30 June 2016 (30 June 2015: GBP46.7 million) as a result of the
payment of deferred consideration liabilities which are now GBP9.8
million, down from GBP23.1 million at 30 June 2015, and trade and
other payables falling to GBP11.8 million from GBP22.6 million
following the disposal of the non-aesthetics business. Key deferred
consideration liabilities due within the next year are $10.0
million linked to initial Silhouette InstaLift(TM) sales milestones
and the US clinical trial and GBP1.3 million in final settlement
for the repatriation of rights to Silhouette Soft(R) in Brazil.
Non-current liabilities have been significantly reduced in the
period from GBP133.1 million at 30 June 2015 to GBP52.7 million at
30 June 2016, a reduction of GBP80.4 million (-60%). This is a
result of the repayment of the debt facility, early settlement of
certain deferred consideration liabilities for Ellansé(R) and a
reduction in deferred tax liabilities as a consequence of the
disposal of the sale of the non-aesthetics business. Deferred
consideration due after one year consists of $40 million in sales
based milestones linked to the performance of Silhouette
InstaLift(TM) in the US which are expected to be payable over the
period 2018-2020 based on Thermi's current forecasts and a EUR6.5
million milestone due on the approval of a CE Mark for Perfectha
Lidocaine(R) anticipated to become due in 2018.
Cash flow and net debt
Net cash used in operating activities was GBP8.8 million in the
six months to 30 June 2016 from a cash generation of GBP8.5 million
in the same period last year. This consisted of cash used in
continuing operations of GBP5.2 million (H1 2015: GBP3.1 million),
cash outflow from discontinued operations of GBP3.1 million (H1
2015: GBP14.4 million) and interest and tax payments of GBP0.4
million (H1 2015: GBP2.8 million). The increase in cash outflows
was driven by the adjusted EBITDA loss of GBP1.9 million (2015
profit of GBP0.8 million) combined with an adverse working capital
position, and cash outflows from exceptional items of GBP1.8
million.
Cash used in investing activities in the six months to 30 June
2016 was GBP42.5 million, compared with GBP8.5 million in 2015.
This included the payment of a number of deferred consideration
milestones for Silhouette Soft(R), the early settlement of the
deferred consideration for Ellansé(R) and the cost of repatriating
rights to Silhouette Soft(R) in Brazil, offset by GBP3.6 million
additional proceeds on the disposal of the non-aesthetics business
reflecting the collection of working capital balances and inventory
true-up payments.
The overall net cash outflow in the six months to 30 June 2016
of GBP51.3 million resulted in a net cash position of GBP24.4
million at 30 June 2016.
Outlook
Sinclair is positioned to become a significant player in the
global aesthetics market. The Company is a leader in the field of
collagen stimulation with a portfolio of high growth, innovative
products that address patient demand for better, long-lasting
natural results. The portfolio also offers compelling economics for
physicians which is a key consideration for adoption and regular
use. The significant growth in sales during the second interim
period demonstrates increasing demand for Sinclair's products,
which the Company will continue to launch into new territories to
sustain premium growth over the medium term. Distributor inventory
levels remain normalised at 30 June 2016 and into Q3, in-line with
those at 31 December 2015.
Our partnership with ThermiGen in the US has started extremely
well. A common customer base, the complementary nature of the
products and ThermiGen's experienced and highly motivated sales
force give grounds for optimism for Silhouette InstaLift(TM) sales
in the US.
Q3 2016 (traditionally the quietest quarter of the year) has
seen strong growth with reported sales expected to exceed the
GBP7.7 million reported for the six month period to December 2015,
and compared with GBP4.1 million in Q3 2015. We are confident in
our 2016 outlook and the Board maintains guidance of 40% sales
growth, pre Brazil consolidation and US Silhouette InstaLift(TM)
sales. Foreign exchange movements post Brexit continue to offer
revenue tailwinds but remain broadly neutral in EBITDA terms due to
the costs of the US investment.
The simplification of the business has created opportunities to
streamline and re-invigorate the organisation and allow substantial
on-going cost savings. Cost control remains central to management
thinking as the Board looks to transition the Group back into
profitability as soon as possible. The Board is highly optimistic
that there will be significant near and medium term operating
leverage. The business is already close to break-even at the EBITDA
level (pre US investment), yet anticipated sales growth is strong
with very high marginal profitability as a result of high and
rising gross margins and a relatively fixed operating cost
base.
Unaudited Consolidated Income Statement
For the six months ended 30 June 2016
Unaudited Unaudited
Six months ended 30 June Six months ended 30
2016 June 2015
Exceptional Exceptional
items items
Pre-exceptional (note Pre-exceptional (note
Notes items 3) Total items 3) Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------- ------ ---------------- ------------ -------- ---------------- ------------ ---------
Continuing operations
Revenue 2 17,250 - 17,250 17,297 - 17,297
Cost of sales (5,089) - (5,089) (5,320) - (5,320)
------------------------- ------ ---------------- ------------ -------- ---------------- ------------ ---------
Gross profit 12,161 - 12,161 11,977 - 11,977
Selling, marketing
and distribution
costs (9,199) - (9,199) (6,633) - (6,633)
Administrative
expenses (8,287) 5,221 (3,066) (7,114) (546) (7,660)
------------------------- ------ ---------------- ------------ -------- ---------------- ------------ ---------
Operating loss (5,325) 5,221 (104) (1,770) (546) (2,316)
Finance costs 5 (3,290) - (3,290) (4,839) - (4,839)
------------------------- ------ ---------------- ------------ -------- ---------------- ------------ ---------
Loss before taxation (8,615) 5,221 (3,394) (6,609) (546) (7,155)
Taxation 6 631 - 631 746 - 746
------------------------- ------ ---------------- ------------ -------- ---------------- ------------ ---------
Loss for the period
from continuing operations (7,984) 5,221 (2,763) (5,863) (546) (6,409)
--------------------------------- ---------------- ------------ -------- ---------------- ------------ ---------
Discontinued operations 4
Profit for the period from
discontinued operations 1,541 9,876
--------------------------------------------------- ------------ -------- ---------------- ------------ ---------
(Loss)/profit for the period
attributable to the owners
of the parent (1,222) 3,467
=================================================== ============ ======== ================ ============ =========
Loss)/earnings
per share 7
From continuing
operations (0.5)p (1.3)p
From discontinued
operations 0.3p 2.0p
------------------------- ------ ---------------- ------------ -------- ---------------- ------------ ---------
(Loss)/earnings per
share for the period (0.2)p 0.7p
--------------------------------- ---------------- ------------ -------- ---------------- ------------ ---------
Unaudited Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2016
Unaudited Unaudited
Six months Six months
Ended ended
30 June 30 June
2016 2015
GBP'000 GBP'000
-------- ------------
(Loss)/profit for
the period (1,222) 3,467
Other comprehensive income (Items that may be reclassified
subsequently to profit and loss)
Currency translation
differences 6,036 (9,802)
Total comprehensive income/(expense) attributable
to the owners of the parent 4,814 (6,335)
============================================================= ======== ============
Total comprehensive income/(expense)
arises from:
Discontinued operations 1,541 9,876
Continuing operations 3,273 (16,211)
------------------------------------------------------------- -------- ------------
4,814 (6,335)
============================================================= ======== ============
The notes on pages 16 to 30 form an integral part of this
condensed consolidated interim financial information.
Unaudited Consolidated Income Statement
For the twelve months ended 30 June 2016
Unaudited Audited
Twelve months ended 30 Twelve months ended
June 2016 30 June 2015
Exceptional Exceptional
items items
Pre-exceptional (note Pre-exceptional (note
Notes items 3) Total items 3) Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------ ------ ---------------- ------------ --------- ---------------- ------------ ---------
Continuing operations
Revenue 2 24,922 - 24,922 27,842 - 27,842
Cost of sales (7,248) - (7,248) (9,262) - (9,262)
------------------------ ------ ---------------- ------------ --------- ---------------- ------------ ---------
Gross profit 17,674 - 17,674 18,580 - 18,580
Selling, marketing
and distribution
costs (17,308) - (17,308) (13,481) - (13,481)
Administrative
expenses (17,198) 5,720 (11,478) (16,287) (546) (16,833)
------------------------ ------ ---------------- ------------ --------- ---------------- ------------ ---------
Operating loss (16,832) 5,720 (11,112) (11,188) (546) (11,734)
Finance costs 5 (11,478) (2,861) (14,339) (12,695) - (12,695)
------------------------ ------ ---------------- ------------ --------- ---------------- ------------ ---------
Loss before taxation (28,310) 2,859 (25,451) (23,883) (546) (24,429)
Taxation 6 836 - 836 1,058 - 1,058
------------------------ ------ ---------------- ------------ --------- ---------------- ------------ ---------
Loss for the period
from continuing operations (27,474) 2,859 (24,615) (22,825) (546) (23,371)
-------------------------------- ---------------- ------------ --------- ---------------- ------------ ---------
Discontinued operations 4
Profit for the period from
discontinued operations 9,299 16,163
-------------------------------------------------- ------------ --------- ---------------- ------------ ---------
Loss for the period attributable
to the owners of the parent (15,316) (7,208)
================================================== ============ ========= ================ ============ =========
Loss per share 7
From continuing
operations (5.0)p (4.7)p
From discontinued
operations 1.9p 3.2p
------------------------ ------ ---------------- ------------ --------- ---------------- ------------ ---------
Loss per share
for the period (3.1)p (1.5)p
------------------------ ------ ---------------- ------------ --------- ---------------- ------------ ---------
Unaudited Consolidated Statement of Comprehensive Income
For the twelve months ended 30 June 2016
Unaudited Audited
Twelve months Twelve months
Ended ended
30 June 30 June
2016 2015
GBP'000 GBP'000
-------------- --------------
Loss for the period (15,316) (7,208)
Other comprehensive income (Items that may be
reclassified subsequently to profit and loss)
Currency translation differences 10,543 (6,555)
Reclassification adjustment relating to foreign
operations disposed of in the period 7,703 -
Total comprehensive income/(expense) attributable
to the owners of the parent 2,930 (13,763)
=================================================== ============== ==============
Total comprehensive income/(expense) arises from:
Discontinued operations 17,002 16,163
Continuing operations (14,072) (29,926)
--------------------------------------------------- -------------- --------------
2,930 (13,763)
=================================================== ============== ==============
The notes on pages 16 to 30 form an integral part of this
condensed consolidated interim financial information.
Unaudited Consolidated Balance Sheet
As at 30 June 2016
Unaudited Audited
30 June 30 June
2016 2015
Notes GBP'000 GBP'000
Non-current assets
Goodwill 8 60,947 122,072
Intangible assets 9 81,243 110,210
Property, plant and equipment 10 1,613 1,712
Deferred tax assets 70 3,308
Other financial assets 100 167
143,973 237,469
--------- ---------
Current assets
Inventories 5,098 7,623
Trade and other receivables 11 11,927 27,664
Cash and cash equivalents 24,365 12,661
41,390 47,948
--------- ---------
Total assets 185,363 285,417
--------- ---------
Current liabilities
Borrowings 13 - (19)
Trade and other payables 12 (11,813) (22,606)
Other financial liabilities 14 (9,796) (23,101)
Current tax liabilities (464) (393)
Provisions (401) (628)
(22,474) (46,747)
--------- ---------
Non-current liabilities
Borrowings 13 - (51,779)
Other financial liabilities 14 (29,281) (54,615)
Deferred tax liabilities (23,382) (26,704)
(52,663) (133,098)
--------- ---------
Total liabilities (75,137) (179,845)
--------- ---------
Net assets 110,226 105,572
========= =========
Equity
Share capital 4,974 4,974
Share premium account 86,128 86,128
Merger reserve 97,141 97,141
Other reserves 11,518 (6,728)
Accumulated losses (89,535) (75,943)
--------- ---------
Total shareholders' equity 110,226 105,572
========= =========
The notes on pages 16 to 30 form an integral part of this
condensed consolidated interim financial information.
Unaudited Consolidated Statement of Changes in Shareholders'
Equity
For the twelve months ended 30 June 2016
Share capital Share premium Merger reserve Other Accumulated losses Total
Reserves equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 30 June
2014 (audited) 4,974 86,137 97,141 (173) (70,162) 117,917
Exchange differences
arising on
translation of
overseas subsidiaries - - - (6,555) - (6,555)
Loss for the period - - - - (7,208) (7,208)
--------------- --------------- ---------------- ---------- -------------------- --------
Total comprehensive
expense for the
period - - - (6,555) (7,208) (13,763)
Share based payments - - - - 1,427 1,427
Share issue expenses - (9) - - - (9)
--------------- --------------- ---------------- ---------- -------------------- --------
Total transactions
with owners
recognised directly
in equity - (9) - - 1,427 1,418
Balance at 30 June
2015 (audited) 4,974 86,128 97,141 (6,728) (75,943) 105,572
Exchange differences
arising on
translation of
overseas subsidiaries - - - 10,543 - 10,543
Reclassification
adjustment relating
to foreign operations
disposed of in the
period (note
16) - - - 7,703 - 7,703
Loss for the period - - - - (15,316) (15,316)
--------------- --------------- ---------------- ---------- -------------------- --------
Total comprehensive
income/(expense) for
the period - - - 18,246 (15,316) 2,930
Share based payments - - - - 1,724 1,724
Total transactions
with owners
recognised directly
in equity - - - - 1,724 1,724
--------------- --------------- ---------------- ---------- -------------------- --------
Balance at 30 June
2016 (unaudited) 4,974 86,128 97,141 11,518 (89,535) 110,226
=============== =============== ================ ========== ==================== ========
The notes on pages 16 to 30 form an integral part of this
condensed consolidated interim financial information.
Unaudited Consolidated Statement of Cash Flows
Unaudited Audited
Unaudited Unaudited Twelve Twelve
Six months Six months months months
ended ended ended ended
30 June 30 June 30 June 30 June
Notes 2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
Net cash (outflow)/inflow from
operating activities including
discontinued operations 18 (8,370) 11,296 (12,687) 9,978
Interest paid - (2,433) (2,850) (5,181)
Interest paid on finance lease - (3) - (3)
Taxation paid (426) (376) (443) (542)
----------- ----------- --------- -------
Net cash (used in)/generated
from operating activities (8,796) 8,484 (15,980) 4,252
----------- ----------- --------- -------
Investing activities
Purchases of property, plant
and equipment (292) (520) (442) (826)
Purchase of intangible assets (320) (818) (735) (1,401)
Proceeds on settlement of financial
instrument 19 - 19 -
Proceeds from the sale of intangible
assets - 37 - 1,367
Net cash inflow from disposal
of subsidiaries 3,569 - 134,028 -
Payment of deferred consideration (40,077) (7,240) (43,688) (7,402)
Acquisition of subsidiary undertakings,
net of cash acquired 15 (5,456) 52 (5,456) (93)
Interest Received 43 - 43 -
Net cash (used in)/generated
from investing activities (42,514) (8,489) 83,769 (8,355)
----------- ----------- --------- -------
Financing activities
Repayment of borrowings - - (56,671) (973)
Payment of share issue expenses - (9) - (9)
Net cash used in financing activities - (9) (56,671) (982)
----------- ----------- --------- -------
Net (decrease)/increase in cash
and cash equivalents (51,310) (14) 11,118 (5,085)
----------- ----------- --------- -------
Cash and cash equivalents at
1 January 75,377 13,425 12,661 17,532
Exchange gain/(loss) on cash
and bank overdrafts 298 (750) 586 214
----------- ----------- --------- -------
Cash and equivalents at end of
period 24,365 12,661 24,365 12,661
----------- ----------- --------- -------
The notes on pages 16 to 30 form an integral part of this
condensed consolidated interim financial information.
Notes to the unaudited condensed consolidated half-yearly
financial information
1. General Information, basis of preparation and accounting
policies
Sinclair Pharma plc (the 'Company') is an international
speciality pharmaceutical company and following the sale of the
non-aesthetic business in December 2015, is now focused on
Aesthetics. The Group has a direct sales presence and marketing
presence in the top four European markets and a rapidly growing
international division concentrated on key emerging markets through
long-term multi-product and multi-country sales, marketing and
distribution deals with key strategic partners.
The Company is a public limited company which is listed on the
AIM market of the London Stock Exchange, and is incorporated and
domiciled in the United Kingdom. The address of its registered
office is Whitfield Court, 30-32 Whitfield Street, London, W1T
2RQ.
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 2015 were approved by the board of Directors on 22 December
2015 and delivered to the Registrar of Companies. The report of the
auditors on those accounts was unqualified, did not contain an
emphasis of matter paragraph and did not contain any statement
under Section 498 of the Companies Act 2006.
This condensed consolidated interim financial information for
the six and twelve months ended 30 June 2016 has been reviewed, not
audited and was approved for issue on 21 September 2016.
Basis of preparation
This condensed consolidated half-yearly financial information
for the six and twelve months ended 30 June 2016, has been prepared
in accordance with the Disclosures and Transparency Rules of the
Financial Conduct Authority (previously Financial Services
Authority) and with IAS 34, 'Interim financial reporting' as
adopted by the European Union as if the Company were listed on a
market regulated under EU law. The interim condensed consolidated
financial report should be read in conjunction with the annual
financial statements for the year ended 30 June 2015, which have
been prepared in accordance with IFRSs as adopted by the European
Union.
Accounting policies
The accounting policies adopted are consistent with those of the
annual financial statements for the year ended 30 June 2015, as
described in those annual financial statements.
There are no new IFRSs or IFRICs that are effective for the
first time for this interim period that would be expected to have a
material impact on the Group.
Estimates
The preparation of the interim financial statements requires
management to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported
values of assets and liabilities, income and expense. Actual
results may differ from these estimates.
In preparing these condensed interim financial statements, the
significant judgements made by management in applying the group's
accounting policies and the key sources of estimation uncertainty
were the same as those that applied to the consolidated financial
statements for the year ended 30 June 2015.
Taxes on income in the interim periods are accrued using the tax
rate that would be applicable to expected total annual profit or
loss, ignoring other timing differences which may occur between now
and the year end.
2. 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 that following the disposal of the
non-aesthetics business that the continuing business consists of
one reportable segment, which is Aesthetics, based on these
reports.
The executive management team assesses the performance of the
reportable segment based on a measure of adjusted earnings before
interest, tax, depreciation, amortisation, exceptional items and
share based payments (Adjusted EBITDA).
Unaudited Unaudited Unaudited Audited
Six months Six months Twelve Twelve
ended ended months months
ended ended
30 June 30 June 30 June 30 June
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
Revenue 17,250 17,297 24,922 27,842
Cost of goods
sold (5,089) (5,320) (7,248) (9,262)
------------ ------------ ---------- --------
Gross Profit 12,161 11,977 17,674 18,580
------------ ------------ ---------- --------
Adjusted EBITDA (1,894) 803 (10,248) (4,198)
============ ============ ========== ========
The executive management team also monitors business performance
based on geographic destination of sales. Revenues on a geographic
basis were as follows:
Unaudited Unaudited Unaudited Audited
Six months Six months Twelve months Twelve months
ended ended Ended ended
30 June 30 June 30 June 30 June
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
European direct 7,879 8,576 11,630 13,060
Asia Pacific (APAC) 4,295 2,581 5,486 4,933
United States of America 120 89 178 193
Intercontinental 4,956 6,051 7,628 9,656
Total Revenue 17,250 17,297 24,922 27,842
=========== =========== ============== ==============
A reconciliation of total adjusted EBITDA to operating loss is
provided as follows:
Unaudited Unaudited Unaudited Audited
Six months Six months Twelve months Twelve months
ended ended ended ended
30 June 30 June 30 June 30 June
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
Adjusted EBITDA (1,894) 803 (10,248) (4,198)
Depreciation (255) (259) (486) (451)
Amortisation (2,182) (1,353) (4,250) (4,437)
Exceptional administrative
expenses (note 3) 5,221 (546) 5,720 (546)
Share based and long term incentive
payments (994) (961) (1,848) (2,102)
----------- ----------- -------------- --------------
Operating loss (104) (2,316) (11,112) (11,734)
=========== =========== ============== ==============
3. 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
current period, so as to facilitate comparison with prior periods
and to better assess trends in financial performance.
Unaudited Unaudited Unaudited Audited
Six months Six months Twelve months Twelve
ended ended ended months
ended
30 June 30 June 30 June 30 June
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
Adjustment to contingent consideration 9,220 - 11,539 -
Restructuring (2,423) (22) (2,423) (22)
Inventory provision (1,378) - (1,653) -
Acquisition and business development
costs (note 15) (198) (524) (198) (524)
Impairment charge - - (1,545) -
----------- ----------- -------------- -------
Exceptional administrative
expenses 5,221 (546) 5,720 (546)
Prepaid arrangement fees -
finance cost - - (2,861) -
----------- ----------- -------------- -------
5,221 (546) 2,859 (546)
=========== =========== ============== =======
Adjustments to contingent consideration in the six months to 30
June 2016 include a credit of GBP8,539,000 following early
settlement of all remaining milestones relating to the acquisition
of Aqtis Medical BV resulting in a reduction to the total purchase
consideration, and adjustments a credit of GBP681,000 following
changes to the forecast timing of payments for certain milestones
payable following the acquisition of Obvieline SAS and Silhouette
Lift SL.
Further adjustments to contingent consideration in the twelve
month period to 30 June 2016 include a credit of GBP2,091,000
following a reduction in the contingent purchase consideration of
Juvinessence Limited which held the distribution rights for
Silhouette in the UK. This adjustment follows a review of the
forecast value of royalty payments. This is offset by an impairment
charge of GBP1,545,000 relating to the corresponding intangible
asset recognised on the repurchase of these rights in 2014.
These adjustments have been credited to the income statement as
the changes were triggered more than twelve months after the
original acquisition completion date. There is no tax impact of
these adjustments.
Following the disposal of the non-aesthetic products to create a
focussed aesthetics business, the Group has undertaken an internal
restructuring resulting in GBP2,423,000 of one-off severance and
redundancy costs being incurred.
In the period ended 31 December 2015, the Group took a decision
to de-stock its distribution partners. As a result during this
period of below average sales the Group's inventory increased and
aged. A decision was then made to withdraw inventory with a limited
shelf life from commercial sale in order to provide partners and
doctors product with as long a shelf life as possible. This has
resulted in a provision for short life inventory of GBP1,378,000 in
the six months ended 30 June 2016 and GBP1,653,000 in the twelve
months ended 30 June 2016.
Prepaid arrangement fees on the Group's debt facility totalling
GBP2,861,000 were expensed to the income statement on the repayment
of borrowings in December 2015. This charge is deductible for
tax.
4. Discontinued operations
On 26 November 2015, the group entered into a sale agreement to
dispose of all of the non-aesthetics business of the Group to
Alliance Pharma Plc ('Alliance') in order to create a fast growing
pure-play aesthetics business. The disposal completed on 17
December 2015, on which date control of the non-aesthetics business
passed to Alliance. The disposal included the Group's interest in
Sinclair Pharma France SAS, Advanced Bio-Technologies Inc, Sinclair
Pharma srl, and Maelor Laboratories Limited, as well as certain IP
assets.
The results of the discontinued operations, which have been
included in the consolidated income statement were as follows:
Unaudited Unaudited Unaudited Audited
Six months ended Six months ended Twelve months ended Twelve
30 June 30 June 30 June Months
2016 2015 2016 ended
30 June
2015
GBP'000 GBP'000 GBP'000 GBP'000
Revenue - 26,548 15,211 48,045
Cost of sales - (8,557) (7,420) (18,863)
------------------ ------------------ --------------------- ---------
Gross profit - 17,991 7,791 29,182
------------------ ------------------ --------------------- ---------
Selling, marketing and distribution costs - (3,181) (1,791) (5,331)
Administrative expenses (9) (5,010) (4,216) (7,574)
------------------ ------------------ --------------------- ---------
Operating (loss)/profit and (loss)/profit
before taxation (9) 9,800 1,784 16,277
Taxation - 76 62 (114)
------------------ ------------------ --------------------- ---------
(Loss)/profit for the period from
discontinued operations (9) 9,876 1,846 16,163
------------------ ------------------ --------------------- ---------
Pre tax gain on disposal of non-aesthetic
business (note 16) 91 - 4,111 -
Attributable taxation charge 1,459 - 3,342 -
------------------ ------------------ --------------------- ---------
Profit for the period from discontinued
operations (attributable to owners of the
Company) 1,541 9,876 9,299 16,163
================== ================== ===================== =========
Cash flows from discontinued operations
Unaudited Unaudited Unaudited Audited
Six months ended Six months ended Twelve months ended Twelve months
30 June 30 June 30 June ended
2016 2015 2016 30 June
2015
GBP'000 GBP'000 GBP'000 GBP'000
Net cash (outflows)/inflows from
operating activities (note 18) (3,140) 14,407 1,687 21,250
Net cash inflows/(outflows) from
investing activities 3,122 (312) 133,319 513
Net cash inflows from financing - - - -
activities
------------------ ------------------ --------------------- ---------------
Net cash (outflows)/inflows from
discontinued operations (18) 14,095 135,006 21,763
================== ================== ===================== ===============
5. Finance costs
Unaudited Unaudited Unaudited Audited
Six months Six months Twelve Twelve
ended ended months months
ended Ended
30 June 30 June 30 June 30 June
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
Interest on loans - (3,013) (2,651) (5,652)
Discount unwind on deferred and contingent
consideration (3,327) (4,517) (6,980) (8,790)
Other finance charges (6) (89) (120) (217)
Other finance income 43 - 43 -
Net foreign exchange loss on financing
activities - 2,780 (1,770) 1,964
----------- ----------- --------- --------
Total finance costs (pre-exceptional) (3,290) (4,839) (11,478) (12,695)
Exceptional finance costs (note 3) - - (2,861) -
----------- ----------- --------- --------
Total finance costs (3,290) (4,839) (14,339) (12,695)
=========== =========== ========= ========
6. Taxation
Unaudited Unaudited Unaudited Audited
Six months Six months Twelve Twelve
ended ended months months
ended ended
30 June 30 June 30 June 30 June
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
Current tax
Overseas tax (275) 121 (355) 67
Deferred tax
Utilisation of brought forward losses - 7 - -
Timing differences arising in the period - 361 (228) 361
Reversal of temporary differences 906 257 1,419 630
906 625 1,191 991
----------- ----------- --------- -------
Tax credit on loss before taxation 631 746 836 1,058
=========== =========== ========= =======
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. The loss and weighted
average number of shares for the purpose of calculating the diluted
loss per share are identical to those used for the basic loss per
share, as a loss is not dilutive.
Unaudited Unaudited Unaudited Audited
Six months Six months Twelve Twelve
ended ended months months
ended ended
30 June 30 June 30 June 30 June
2016 2015 2016 2015
Basic and diluted EPS
(Loss)/profit attributable to equity shareholders
(GBP'000) (1,222) 3,467 (15,316) (7,208)
Weighted average number of shares 496,983,706 496,983,706 496,983,706 496,983,706
Diluted weighted average number of shares 496,983,706 496,983,706 496,983,706 496,983,706
----------- ----------- ----------- -----------
Basic and diluted (loss)/earnings per share
(pence) (0.2)p 0.7p (3.1)p (1.5)p
----------- ----------- ----------- -----------
From continuing activities
Loss from continuing activities (GBP'000) (2,763) (6,409) (24,615) (23,371)
Basic and diluted loss per share (pence)
from continuing activities (0.5)p (1.3)p (5.0)p (4.7)p
From discontinued activities
Profit from discontinued activities (GBP'000) 1,541 9,876 9,299 16,163
Basic and diluted loss per share (pence)
from discontinuing activities 0.3p 2.0p 1.9p 3.2p
Adjusted loss per share
A reconciliation of adjusted loss per share is as follows:
Unaudited Unaudited Unaudited Audited
Six months Six months Twelve Twelve
ended ended months months
ended ended
30 June 30 June 30 June 30 June
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
(Loss)/profit for the period (1,222) 3,467 (15,316) (7,208)
Amortisation of acquired licences 2,159 1,253 4,207 4,237
Impairment losses (note 3) - - 1,545 -
Exceptional items (note 3) (5,221) 546 (4,404) 546
Discount unwind on deferred consideration 3,327 4,517 6,980 8,790
Discontinued activities (1,541) (9,876) (9,299) (16,163)
Deferred tax credits on amortisation and
exceptional items (906) (257) (1,419) (630)
Adjusted loss for the period (3,404) (350) (17,706) (10,428)
----------- ----------- --------- --------
Adjusted loss per share basic and diluted
(pence) (0.7)p (0.1)p (3.6)p (2.1)p
----------- ----------- --------- --------
8. Goodwill
Unaudited Audited
Twelve Twelve
months months
ended ended
30 June 30 June
2016 2015
GBP'000 GBP'000
Cost
At 1 July 128,628 133,862
Additions (note 15) 2,208 1,646
Adjustments to goodwill (575) (2,568)
Disposals (note 16) (79,852) -
Exchange adjustments 10,538 (4,312)
--------- --------
At period end 60,947 128,628
--------- --------
Accumulated amortisation and impairment
At 1 July 6,556 6,556
Disposals (note 16) (6,556) -
--------- --------
At period end - 6,556
--------- --------
Net book value at period end 60,947 122,072
========= ========
During the year ended 30 June 2016, the company acquired
Sinclair Pharma Brasil Ltda (note 15). The goodwill valuation for
this acquisition remains provisional.
During the year ended 30 June 2015, the company acquired
Medicalio SL and Arkea BV. Adjustments to provisional goodwill of
GBP575,000 have been made following changes in the directors'
estimates to the timing of certain milestone payments included
within contingent consideration.
Exchange adjustments arise as a result of the impact of the
difference in the Sterling: Euro exchange rate and the Sterling: US
Dollar exchange rate, at the beginning of the year or the date of
acquisition and at 30 June on balances recorded in Euros and US
Dollars.
9. Intangible assets
Unaudited Audited
Twelve Twelve
months months
ended ended
30 June 30 June
2016 2015
GBP'000 GBP'000
Cost
At 1 July 150,907 155,123
Additions 1,139 1,622
Additions arising on business combinations (note 15) 5,818 3,373
Disposals (74,596) (7,718)
Adjustments to business combinations (1,060) -
Exchange adjustments 11,893 (1,493)
--------- --------
At period end 94,101 150,907
--------- --------
Amortisation and impairment
At 1 July 40,697 40,888
Charge for the period 6,090 8,511
Disposals (36,605) (7,706)
Impairment charge (note 3) 1,545 -
Exchange adjustments 1,131 (996)
--------- --------
At period end 12,858 40,697
--------- --------
Net book value at period end 81,243 110,210
========= ========
Exchange adjustments arise as a result of the impact of the
difference in the Sterling: Euro exchange rate and the Sterling: US
Dollar exchange rate, at the beginning of the year or the date of
acquisition and at 30 June on balances recorded in Euros and US
Dollars.
Adjustments to business combinations represents a change in the
intangible asset arising on acquisition of Arkea BV, following a
re-appraisal of the asset valuation during the 12 month period
subsequent to acquisition.
10. Property, plant and equipment
Unaudited Audited
Twelve Twelve
months months
ended ended
30 June 30 June
2016 2015
GBP'000 GBP'000
Cost
At 1 July 4,474 3,777
Additions 532 978
Additions arising on business combinations (note 15) 5 -
Disposals (909) -
Exchange adjustments 414 (281)
--------- --------
At period end 4,516 4,474
--------- --------
Amortisation and impairment
At 1 July 2,762 2,378
Charge for the period 535 503
Disposals (605) -
Exchange adjustments 211 (119)
--------- --------
At period end 2,903 2,762
--------- --------
Net book value at period end 1,613 1,712
========= ========
11. Trade and other receivables
Unaudited Audited
30 June 30 June
2016 2015
GBP'000 GBP'000
Trade receivables 8,902 24,380
Less provision for impairment of trade receivables (700) (483)
--------- -------
Trade receivables-net 8,202 23,897
Other receivables 1,613 1,523
Prepayments and accrued income 2,112 2,244
--------- -------
11,927 27,664
========= =======
12. Trade and other payables
Unaudited Audited
30 June 30 June
2016 2015
GBP'000 GBP'000
Trade payables 3,381 12,576
Other taxes and social security costs 1,188 1,289
Other payables 661 851
Accruals and deferred income 6,583 7,890
--------- --------
11,813 22,606
========= ========
13. Borrowings
Movements in borrowings are analysed as follows:
Unaudited Audited
30 June 30 June
2016 2015
GBP'000 GBP'000
At 1 July 51,798 54,559
Repayments of borrowings (56,671) (973)
Release of prepaid arrangement fees 2,861 -
Amortisation of prepaid arrangement fees 162 383
Direct issue costs (8) (207)
Exchange adjustments 1,858 (1,964)
--------- --------
At 30 June - 51,798
========= ========
Following the disposal of the Non-Aesthetic business to Alliance
Pharma Plc all external Group borrowings were repaid on 18 December
2015.
14. Other financial liabilities
Other financial liabilities include deferred and contingent
purchase consideration which is due as follows:
Unaudited Audited
30 June 30 June
2016 2015
GBP'000 GBP'000
Obvieline SAS - 6,044
Silhouette Lift SL 7,552 15,795
Sinclair Pharma Brasil (note 15) 1,284 -
Other deferred and contingent consideration 960 1,262
----------- ---------
Total Current 9,796 23,101
Obvieline SAS 6,892 1,268
Aqtis Medical BV - 26,953
Silhouette Lift SL 32,730 44,940
Other deferred and contingent consideration 538 10,643
----------- ---------
Total non-current 40,160 83,804
Discount (10,879) (29,189)
----------- ---------
39,077 77,716
=========== =========
Items of deferred and contingent consideration represents the
Director's estimate of the fair value of the assumed contractual
minimum liabilities discounted to their present value using a
discount rate of 11.5%, the Groups' estimated weighted average cost
of capital.
Other includes:
Deferred consideration payable to the previous owner of SEPI AG
(a Swiss subsidiary acquired by IS Pharma in April 2008) to which
is payable to the original developers of Haemopressin in annual
instalments until March 2017 reflecting royalties that are expected
to be paid on future net revenue from Haemopressin. On 30 June
2016, GBP746,000 is current, and GBPNil is non-current.
Deferred consideration is payable to the vendors of Medicalio,
the former distributors of Silhouette in Spain. On 30 June 2016,
GBP214,000 is current and GBP538,000 is non-current.
Unaudited Audited
Deferred and contingent consideration is payable as 30 June 30 June
follows: 2016 2015
GBP'000 GBP'000
On demand or within one year 9,796 23,101
Over one and under two years 2,818 17,149
Over two and under five years 36,195 51,530
Over five years 1,147 15,125
Discount (10,879) (29,189)
Total other financial liabilities 39,077 77,716
========== =========
15. Business combinations
Sinclair Pharma Brasil Ltda
On March 29 2016, the Company acquired 100% of the share capital
of "Building Health Distribuidora de Produtos para a Saude Ltda",
an off-the shelf company registered in Brazil, which will
subsequently be renamed "Sinclair Pharma Brasil Ltda". On 30 June
2016, the Company completed it's re-acquisition of the distribution
rights for Silhouette Soft in Brazil and has transferred all
related trade and assets into the acquired entity.
As a result of the acquisition, the Group now has a direct
presence for Silhouette in the key Brazilian market via a 16 reps
sales force, and is now additionally using the sales force to
launch Perfectha. The goodwill of GBP2,208,000 arising from the
acquisition is attributable to the economies of scale expected from
selling Silhouette and Perfectha through the Group's direct sales
forces in Brazil. Goodwill is not deductible for tax purposes.
Details of the consideration paid, the fair value of assets
acquired and liabilities assumed, and provisional goodwill arising
are as follows:
Book value Adjustments Fair value
GBP'000 GBP'000
Intangible assets 21 5,797 5,818
Property, plant and equipment 5 - 5
Inventory 482 - 482
Trade and other receivables 93 (93) -
Deferred Tax liabilities - (1,971) (1,971)
----------- ------------ -----------
Net assets 601 3,733 4,334
Goodwill 2,208
-----------
Total consideration 6,542
===========
Satisfied by:
Cash consideration 5,258
Deferred consideration 1,284
-----------
Total consideration transferred 6,542
===========
Net cash outflow arising on acquisition
Cash consideration 5,258
Acquisition costs recognised within
exceptional items 198
-----------
5,456
===========
All deferred consideration is contractual with no contingent
elements. The contracted amounts in local currency, and Sterling
equivalent translated at the date of acquisition, are expected to
be settled as follows:
$'000 GBP'000
Within one year 1,724 1,284
Over one and under two years 161 126
====== ========
16. Disposal of non-aesthetics business
As referred to in note 5, on 17 December 2015 the group
completed the disposal of its non-aesthetics business to Alliance
Pharma Plc. The net assets of the non-aesthetics business at the
date of disposal were as follows:
GBP'000
Attributable goodwill 73,296
Intangible assets 37,989
Property, plant and equipment and other non-current
assets 402
Inventories 5,169
Trade and other receivables 11,701
Cash and cash equivalents 541
Trade and other payables (11,066)
Foreign currency reserves 7,703
---------
Net assets 125,735
Other disposal costs 4,182
Gain on disposal 4,111
---------
Total consideration 134,028
Satisfied by:
Cash and cash equivalents 134,028
The gain on disposal is included in the profit for the period
from discontinued operations (note 4).
17. Related party transactions
There were no related party transactions during the current or
preceeding period. Key management received payroll payments
totalling GBP1,594,000 for the six months ended 30 June 2016, which
included GBP200,000 of exceptional restructuring payments (2015:
GBP1,494,000) and GBP2,378,000 for the twelve months ended 30 June
2016 (2015: GBP2,130,000). At 30 June 2016, exceptional
restructuring payments of GBP1,617,000 remain unpaid and are
included within other payables.
18. Cash flow from operating activities
Unaudited Unaudited Unaudited Unaudited
Six months Six months Twelve Twelve
ended ended months months
30 June 30 June ended ended
30 June 30 June
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
Continuing Operations
Loss before tax (3,394) (7,155) (25,451) (24,429)
Exceptional items (5,221) 546 (5,720) 546
------------ ------------ ---------- ----------
Loss before tax and exceptional
items (8,615) (6,609) (31,171) (23,883)
Adjustments for:
Finance costs 3,290 4,839 14,339 12,695
Share based payments 994 961 1,848 2,102
Depreciation 255 259 486 451
Amortisation of intangible assets 2,182 1,353 4,250 4,437
Impairment of non-current asset - - 1,545 -
Increase in bad debt provision - (101) - (101)
Profit on disposal of intangible
assets 24 (63) 24 (415)
6,745 7,248 22,492 19,169
Changes in working capital (excluding
effects of acquisitions)
Decrease/(increase) in inventories 2,852 749 (1,410) (301)
(Increase)/decrease in receivables (1,457) (3,387) 7,400 (2,346)
Decrease in payables (2,921) (1,112) (11,208) (2,901)
Increase in provisions - - 43 -
Net cash outflow from continuing
operations before exceptional
items (3,396) (3,111) (13,854) (10,262)
------------ ------------ ---------- ----------
Exceptional costs paid (1,834) - (520) (1,010)
Net cash outflow from continuing
operations (5,230) (3,111) (14,374) (11,272)
Discontinued operations
Profit before tax 82 9,800 5,895 16,277
Adjustments for:
Depreciation - 12 49 52
Amortisation of intangible assets - 2,262 1,840 4,074
Share based payments - - - 59
Profit on disposal (91) - (4,111) -
Changes in working capital
Decrease/(increase) in inventories - 154 (95) 274
Decrease in debtors 3,214 915 5,667 4,629
(Decrease)/increase in payables (6,124) 1,264 (7,337) (4,115)
Decrease in provisions (221) - (221) -
------------ ------------ ---------- ----------
Net cash (outflow)/ inflow from
discontinued operations (3,140) 14,407 1,687 21,250
------------ ------------ ---------- ----------
Cash (outflow)/inflow from operations
including discontinued operations (8,370) 11,296 (12,687) 9,978
============ ============ ========== ==========
19. Financial risk management
The group's activities expose it to a variety of financial
risks: credit risk, price risk, and liquidity risk.
The condensed interim financial statements do not include all
financial risk management information and disclosures required in
the annual financial statements; they should be read in conjunction
with the group's annual financial statements as at 30 June
2015.
There have been no changes in any risk management policies since
the year end.
Liquidity risk
The Group's approach to managing liquidity is to ensure, as far
as possible, that it will always have sufficient liquidity to meet
its liabilities as they fall due. The Board reviews the forecast
liquidity at every Board meeting using cash flow forecasts which
are updated on a regular basis in line with the business plan.
On December 18 2015, following the disposal of the
non-aesthetics businesses to Alliance, all external group debt was
repaid.
Fair value estimation
The Group analyses financial instruments carried at fair value,
by valuation method. The different levels have been defined as
follows:
-- Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).
-- Inputs other than quoted prices included within level 1 that
are observable for the asset or liability, either directly (that
is, as prices) or indirectly (that is, derived from prices) (Level
2).
-- Inputs for the asset or liability that are not based on
observable market data (that is, unobservable inputs) (Level
3).
Specific valuation techniques used to value financial
instruments include:
-- The fair value of interest rate caps is calculated as the
present value of the estimated future cash flows based on
observable yield curves;
-- Other techniques, such as discounted cash flow analysis, are
used to determine fair value for the remaining financial
instruments.
-- The interest rate cap is included in Level 2 and the contingent consideration in Level 3.
The following table presents the group's financial assets and
liabilities that are measured at fair value at 30 June.
At 30 June 2016 Level Level Level Total
1 2 3 GBP'000
GBP'000 GBP'000 GBP'000
------------------------------------------------------------ ---------- --------- --------- ---------
Liabilities
* Contingent consideration from business combinations - - 36,431 36,431
------------------------------------------------------------ ---------- --------- --------- ---------
At 30 June 2015
------------------------------------------------------------ ---------- --------- --------- ---------
Level Level Level Total
1 2 3 GBP'000
GBP'000 GBP'000 GBP'000
------------------------------------------------------------ ---------- --------- --------- ---------
Assets
- Interest rate cap - 48 - 48
Liabilities
- Contingent consideration from
business combinations - - 75,463 75,463
------------------------------------------------------------ ---------- --------- --------- ---------
The following table presents the changes in Level 3 instruments
for the period ended 30 June 2016:
Contingent consideration
in a business
combination
-------------------------------------------------- -------------------------
As at 1 July 2015 75,463
Reclassification to deferred consideration (735)
Gains and losses recognised in profit or loss
within finance costs 6,804
Adjustments to fair value (12,889)
Payments (41,637)
Foreign exchange movements 9,425
-------------------------------------------------- -------------------------
As at 30 June 2016 36,431
-------------------------------------------------- -------------------------
Total gains or losses for the period included
in profit or loss for assets held at the end of
the reporting period 6,804
Details regarding the valuation and sensitivity of the
contingent consideration are disclosed in note 15.
There were no transfers between levels 1, 2, or 3 during the
period and no changes in valuation techniques during the
period.
Principal risks and uncertainties
Sinclair Pharma plc is a business that depends on product
revenues generated through its own sales force and marketing
operations and marketing partners to achieve a successful pipeline
to build future revenues. The Group's performance and future
prospects may be affected by risks and uncertainties relating to
our business environment. Our internal controls include a risk
management process to identify key risks and, where possible,
manage those risks through systems and processes and by
implementing specific mitigation strategies.
The most significant identified risks that could materially
affect the Group's ability to achieve its financial and operating
objectives are summarised below.
Risk associated with commercialised success of products
The Group's revenues are, and will be, principally from sales of
its products. There can be no assurance that current product
revenues can be maintained or increased in the future. Product
sales may be affected by adverse market conditions or other factors
including: pricing pressures from governments or other authorities,
competition from other products, the withdrawal of a product
because of a regulatory or other reason, or the financial or
commercial failure of a marketing partner. The Company spreads risk
by commercialising its products throughout the global markets. The
Company maintains adequate insurance to mitigate the risks
associated with product recall.
Interruption to product supply
The Group relies on third-party manufacturers for the supply of
the majority its products. Problems at manufacturers' facilities
may lead to delays and disruptions in the supply chain which could
have significant negative impact on the Group. The Group maintains
a close dialogue with key suppliers and rigorously monitors
inventory levels and customer demand to ensure that any
interruption to product supply can be managed, and back up sources
of supply are maintained where possible.
Product liability risk
The Group's products may produce unanticipated adverse side
effects that may hinder their marketability. Sinclair maintains
product liability insurance and operates quality systems relating
to the manufacture of its products and a pharmacovigilance system
to monitor safety of its marketed products.
Competition and intellectual property risk
The position of Sinclair's products in the market is dependent
on its ability to obtain and maintain patent and/or trademark
protection for its products, preserve its trade secrets, defend and
enforce its rights against infringement and operate without
infringing the proprietary or intellectual property rights of third
parties. The validity and enforceability of patents and/or
trademarks may involve complex legal and factual issues resulting
in uncertainty as to the extent of the protection provided. The
Group's intellectual property may become invalid or expire before
or during commercialisation of the product. The Group continuously
seeks to develop its products to ensure they are competitive and
monitors its intellectual property rights to identify and protect
against any infringements.
Foreign exchange risk
The Group has transactional currency exposures as the majority
of revenues and expenditures and deferred consideration liabilities
are in Euros and US Dollars. Fluctuations in exchange rates between
Sterling and Euro and US Dollars could adversely impact financial
results. Sinclair seeks to match currency receipts and expenditure
as far as possible with deferred consideration liabilities
denominated in the functional currency of the underlying businesses
acquired. The Group may also engage in short-term hedging
transactions in order to hedge against changes in exchange rates
during the financial year.
Statement of Directors' responsibilities
The Directors have voluntarily adopted to comply with the
requirements of the Disclosure and Transparency Rules 4.2.7 and
4.2.8 as if the Company were listed on a regulated market under EU
law.
The Directors' confirm that these condensed set of interim
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
Mr C P Spooner Chief Executive
Officer
Mr C H Foucher Chief Operating (resigned 1 September
Officer 2016)
Mr J-C Tschudin Non-executive Director (resigned 19 July
2016)
Mr J Thompson Non-executive Director
Mr A M Olby Chief Financial (appointed 19 July
Officer 2016)
By order of the Board
CP Spooner
Chief Executive Officer
G Cook
Chairman
21 September 2016
Independent review report to Sinclair Pharma Plc
Report on the consolidated interim financial statements
Our conclusion
We have reviewed Sinclair Pharma Plc's consolidated interim
financial statements (the "interim financial statements") in the
interim report of Sinclair Pharma Plc for the 6 and 12 month
periods ended 30 June 2016. Based on our review, nothing has come
to our attention that causes us to believe that the interim
financial statements are not prepared, in all material respects, in
accordance with International Accounting Standard 34, 'Interim
Financial Reporting', as adopted by the European Union and the AIM
Rules for Companies.
What we have reviewed
The interim financial statements comprise:
-- the consolidated interim statement of financial position as at 30 June 2016;
-- the consolidated interim income statement and consolidated
statement of comprehensive income for the period then ended;
-- the consolidated interim statement of cash flows for the period then ended;
-- the consolidated interim statement of changes in equity for the period then ended; and
-- the explanatory notes to the interim financial statements.
The interim financial statements included in the interim report
have been prepared in accordance with International Accounting
Standard 34, 'Interim Financial Reporting', as adopted by the
European Union and the AIM Rules for Companies.
As disclosed in note to the interim financial statements, the
financial reporting framework that has been applied in the
preparation of the full annual financial statements of the Group is
applicable law and International Financial Reporting Standards
(IFRSs) as adopted by the European Union.
Responsibilities for the interim financial statements and the
review
Our responsibilities and those of the directors
The interim report, including the interim financial statements,
is the responsibility of, and has been approved by, the directors.
The directors are responsible for preparing the interim report in
accordance with the AIM Rules for Companies which require that the
financial information must be presented and prepared in a form
consistent with that which will be adopted in the company's annual
financial statements.
Our responsibility is to express a conclusion on the interim
financial statements in the interim report based on our review.
This report, including the conclusion, has been prepared for and
only for the company for the purpose of complying with the AIM
Rules for Companies and for no other purpose. We do not, in giving
this conclusion, 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.
What a review of interim financial statements involves
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.
We have read the other information contained in the interim
report and considered whether it contains any apparent
misstatements or material inconsistencies with the information in
the interim financial statements.
PricewaterhouseCoopers LLP
Chartered Accountants
Manchester
September 2016
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 interim 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR VBLFLQKFZBBL
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