La mise en place des trois premières Business Units a commencé. La filiale Genoma va conduire le Groupe à un niveau supérieur avant la fin de l'année.
Esperite NV (Euronext .: ESP, « Esperite » ou « le Groupe »), leader européen dans le traitement et la cryo-conservation de cellules souches, nouvel entrant dans la médecine prédictive et la recherche en médecine régénérative, a publié ses résultats financiers pour les six mois qui ont pris fin le 30 juin 2014.
Au premier semestre 2014 le revenu net a diminué à €13,5 millions ((1er semestre 2013: €15,5 millions), mais les dépenses opérationnelles avant dépréciation et amortissement étaient de €8,4 millions (1er semestre 2013: €9,3 millions). Malgré la diminution du revenu brut par rapport au 1er semestre 2013 (- 6,4%), la marge brute s'est améliorée de 4,6%. L'EBITDA du premier semestre 2014 est positif à €0,3 million (1er semestre 2013: - €0.1 M ). L'EBIT au 1er semestre est de -€1.2 millions (1er semestre 2013: - €2,2 millions).
Ceci est le résultat des mesures de réduction de coûts qui ont été introduites en 2013 ainsi que des améliorations significatives dans les pratiques opérationnelles, le développement de nouveaux produits, l'ouverture de nouveaux territoires et la réalisation de synergies dans de nombreux domaines suite à l'acquisition du laboratoire de biotechnologie Salveo et des activités connexes. Ces synergies devraient avoir plus d'impact positif sur les résultats au cours de la 2e moitié de l'année.
Au cours de la première moitié de 2014, le groupe a connu une réorganisation majeure. Trois Business Units distinctes ont été créées afin de structurer le recentrage des activités.
Le groupe a été rebaptisé Esperite et a obtenu une deuxième cotation à Euronext Paris afin de renforcer sa position dans le secteur des sciences de la vie.
Sous le leadership fort de Frédéric Amar, une stratégie innovante de croissance et d'expansion a été mise en oeuvre, ainsi qu'une diversification des activités du Groupe au-delà de ses activités historiques, en médecine prédictive (protéomique et génomique) et dans le domaine de la recherche en médecine régénérative.
CryoSave: Leader européen dans le traitement de cellules souches et première banque de cryo-conservation d'Europe, le Groupe a soutenu son activité historique dans le marché du sang de cordon et du tissu de cordon ombilical malgré les fortes pressions du secteur. Au cours de l'année précédente et jusqu'au premier trimestre 2014, l'activité se maintenait sur une courbe décroissante. Le second trimestre 2014, Q2 2014, sous l'action de changements majeurs dans le management et l'organisation laisse présager de meilleures perspectives et une croissance positive tant pour le rythme d'acquisition des nouveaux clients que pour le chiffre d'affaires.
Genoma: Le nouveau portefeuille de produits comprendra initialement des tests innovants basés sur le séquençage génomique : « Tranquility », un test prénatal non invasif (NIPT) et la protéomique: « Verity », un test de détection de troubles métaboliques, ainsi que « Omega test », un test de dosage des oméga-3. Le groupe travaille déjà sur le développement d'autres technologies exclusives en collaboration avec les leaders du marché dans ces domaines.
The Cell Factory : le savoir-faire de Esperite place « The Cell Factory », sa division R & D, au coeur de la chaîne de valeur, entre la collecte et le stockage des cellules souches et les traitements actuels et futurs qui se développent dans le domaine de la médecine régénérative. Esperite, principalement axée sur les traitements autologues, jouera un rôle clé dans la recherche pour le développement de nouveaux traitements médicaux, en partenariat avec les centres de recherche, les universités publiques et les partenaires privés.
Frédéric Amar, CEO, a déclaré:
«Nous sommes heureux d'annoncer une tendance positive déjà visible dans le deuxième semestre. Le premier semestre a été très sensible à la performance de l'ensemble du marché du sang de cordon et du tissu du cordon ombilical. À l'heure actuelle, les priorités de la société sont un retour à une rentabilité plus régulière et une meilleure rentabilité des capitaux investis. Nous sommes pleinement engagés dans la mise en oeuvre de plans ciblés sur l'amélioration de la marge brute et sur la croissance des bénéfices. Il s'agit d'un processus global qui sera axé sur l'amélioration de la performance commerciale des activités internationales de Cryo-Save et de la nouvelle Business Unit Genoma, sur le renforcement de notre relation avec les partenaires, afin de mieux tirer parti de notre structure globale et de réaffecter les capitaux sur les marchés et les activités prioritaires. »
Financial highlights
- Revenue: €13.5 million (1 HY 2013[1]:
#_ftn1: €15.5 million) - Underlying* operating expenses before depreciation, amortisation and impairments: €8.4 million (1 HY 2013: €9.3 million).
- EBITDA**: €0.3 million (1 HY 2013: -€0.1 million)
- Underlying EBITDA: €0.5 million (1 HY 2013: €0.3 million)
- EBITA***: -€0.4 million (1 HY 2013: -€1.5 million)
- Underlying EBITA: -€0.2 million (1 HY 2013 -€0.5 million)
- Operating result: -€1.2 million (1 HY 2013: -€2.2 million)
- Underlying operating result: -€1.0 million (1 HY 2013: -€1.2 million)
- Result before taxation: -€1.3 million (1 HY 2013: -€2.4 million)
- Underlying result before taxation: -€1.1 million (1HY 2013: -€1.5 million)
- Net result: -€1.1 million (1 HY 2013: -€2.5 million)
- Basic earnings per share -0.114 € (1 HY 2013: -0.271 €)
- Net cash from operating activities -€2.3 million (1 HY 2013: -€1.1 million)
- Cash position of €3.8 million as at 30 June 2014
* Underlying results excludes non-recurring restructuring expenses and impairment loss
** EBITDA is defined as Earnings Before Interest, Taxation, Depreciation, Amortization and impairments
*** EBITA is defined as Earnings Before Interest, Taxation and Amortization of identified intangible assets
Operational highlights
- 12,300 new samples stored in 1 HY 2014 (1 HY 2013: 15,200). Of these, 7,600 were new cord blood samples and 4,700 new cord tissue samples
- Over 268,000 samples stored in total
- 69% of new customers opt for combined service of cord blood and cord tissue storage
- Name change to Esperite NV.
- Creation of 3 distinct business units, operating as separate brands and businesses
- Cryo-Save is continuing the Group's cord blood and tissue cryo-preservation activities
- The Cell Factory is the basis for the Group to expand its current research and development activities with a strong focus on regenerative medicine
- The Genoma business line will manage the Group's proteomics and genomics predictive medicine activities
Other
- The EGM appointed Mr Frédéric Amar as the Groups' Chief Executive Officer as of 14 March of this year.
- Mr. Walter van Pottelberge stepped down and resigned as non-executive board member
Outlook
- Esperite owns Cryo-Save, the market-leading international stem cell processing and cryo-conservation company and the largest stem cell bank in Europe with a sustainable high market share.
- During 2014 the company will further expand its activities and fuel growth by entering into the new segments of proteomics and genomics predictive medicine and translational regenerative medicine R&D; for this purpose, three separate and distinct business units have been created: Cryo-Save, The Cell Factory and Genoma. The first new products to be launched by Genoma will be Tranquility, a non-invasive prenatal test (NIPT), Verity, a metabolic disorder test and Omega Test, an omega-3 test.
- Esperite continues to ensure a promising future by
- Entering new markets with enormous potential, thus developing the company to become a multi-product and service provider
- Leveraging the Group's excellent relationships with clinics, hospitals and doctors as a solid basis to become an important promoter of new applications
- Covering a wide product and service range with applications for a wider range of age groups, thus enlarging the target groups substantially
Operational review
Name change to Esperite
On May 14th 2014, the company announced its intention to change its name to Esperite N.V. On July 2, 2014 the company's shareholders have approved the change of the company's formal name in support of the companies strategy to become an important predictive and regenerative medicine promoter.
On June 10th 2014, the company initiated its project of secondary listing in Paris.
Restructuring of activities
The Group has formed 3 distinct business units to support the implementation of its new strategy
Cryo-Save The Cryo-Save business line will continue the Group's cord blood and cord tissue cryo-preservation activities The Cell Factory The Cell Factory will lead the expansion of the Group's current R&D activities, especially focusing on regenerative medicine. In addition to managing clinical trials to support applications of umbilical cord blood and cord tissue, e.g. for the treatment of Cerebral Palsy, the activities of the Cell Factory will be focused on R&D programs for which a pipeline of advanced projects is already elaborated, e.g. among others in the area of CNS and Wound Care. Genoma The Genoma business line will lead the Group's new proteomics and genomics predictive medicine activities. This market offers a huge potential and the Group can already build on a solid basis of excellent relationships within the relevant medical community. |
Expansion of existing cord blood and cord tissue cryo-preservation activities.
This has been mainly driven by an increase of sales force coverage in various geographies including Spain and Italy, but also by starting activities in new territories. The Group controls a joint venture with CBB Group Sarl, the operator of the Portuguese leading Criobaby stem cell banking activities in order to be active again in Portugal.
Improvement of operational excellence
In May 2014 the Group has acquired the Swiss laboratory-related cord blood and cord tissue processing and storage activities, the regenerative medicine activities and the central commercial and IT functions of Salveo Biotechnology SA. This transaction has provided the Group with additional capacity and facilities in Geneva. It has supported and will continue to support the reallocation of resources and activities and has contributed to increase the level of operational excellence.
Industry overview
Stem Cells Cryo-preservation overview
Research and development of stem cells and stem cell derived products has been pursued further, with the aim to enable establishment of various clinically applied therapeutic protocols.
There are currently over 220* clinical trials still recruiting patients in which umbilical cord blood is to be used. Over 25+ clinical trials are recruiting patients for autologous umbilical cord blood stem cell transplantations, where indications include: hematologic malignancies, acquired hearing loss, cardiologic disorders, cerebral palsy and others.
The advent of stem cell therapy has broadened the spectrum of pre-clinical research, as well as clinical trial developments. Besides focusing on haematological disorder, therapeutic protocols using stem cells have moved into fields of regenerative medicine, tissue engineering, cellular therapy as well as stem cell derived product utilisation in therapy.
In these fields Umbilical Cord Blood derived stem cells continue to play a major role, and Umbilical Cord Tissue is gaining traction in the medical field as a result of several positive pre-clinical results which have led to clinical trials of Umbilical Cord Tissue mesenchymal stem cells.
Scientific publications showed the following promising results during the first half of 2014:
- Umbilical cord blood stem cells retain both the stemness and vasculogenic potential after repeated expansions. (September 2014)
- Umbilical cord blood derived stem cells show therapeutic potential in stroke. (June 2014)
- Umbilical cord blood derived stem cell expansion techniques in development with the aim to improve both cell counts and repopulation (July 2014)
- Specific 3D microenvironments enhances the release of neurotrophic factors from umbilical cord blood cells (May 2014)
- Wharton's Jelly derived mesenchymal stem cells show osteoblastic differentiation, further opening options for autologous bone tissue engineering. (July 2014)
- Umbilical cord tissue derived stem cells demonstrate cardiomyogenic potential. (June 2014)
- Umbilical cord tissue derived stem cells show possibility for tissue engineering atrioventricular heart valves. (July 2014)
- Successful demonstration of differentiation of mesenchymal stem cells obtained from Wharton's Jelly into cornea epithelial-like cells in a three-dimensional model. (June 2014)
Proteomics and Genomics Predictive Medicine
Genetic testing represents the most rapidly expanding segment of the molecular diagnostics market worldwide. Growing incidence of genetic diseases unravels new opportunities for genetic testing.
The global market forecast for Genetic Testing for prenatal only is expected over US$ 7 billions by 2017. The key driver for growth of the genetic testing market is the increasing knowledge about the potential benefits in genetic testing. Particularly, genetic tests to screen the newborns are expected to expand immensely over the coming years.
Improvements in the field of genetic testing are expected to aid in tailoring Personalized Medicine for specific targeted markets.
Genetic testing also supports the early diagnosis of diseases like haemophilia, sickle cell anaemia, and cystic fibrosis, facilitating several patients in leading a normal life.
Due to an increasing incidence of cancer cases, genetic testing is expected to register high growth, and would dominate the testing market by 2017.
Financial review
Revenue
Group revenue decreased by €2.0 million to €13.5 million, largely due to declining volumes in its main markets in Spain, Italy and Hungary. Price increases and enhanced services only partly offset the negative effect of the volume decline.
The number of new cord blood samples stored in the first half of 2014 amounted to 7,600 (1HY 2013: 8,900), whilst the number of new cord tissue samples stored was 4,700 (1HY 2013: 6,300), resulting in 12,300 new samples stored in 2014 (1HY 2013: 15,200). The Group has successfully stored over 268,000 samples per reporting date.
Gross profit and gross margin
Gross profit decreased to €8.9 million (2013: €9.5 million) as a result of the decrease of volume. The gross profit margin increased by 4.6 percentage point to 66.1%. The increase of gross profit margin is mainly the result of the full impact of the cost saving programme initiated in 2013.
Operating expenses
The underlying operating expenses are adjusted for non-recurring cost concerning:
- Severance cost: €0.2 million (1 HY 2013: €0.4 million)
Underlying operating expenses, excluding depreciation, amortisation and impairments € in millions | 1 HY 2014 | 1 HY 2013 |
Underlying marketing and sales expenses | 4.3 | 4.5 |
Underlying research and development expenses | 0.1 | 0.1 |
Underlying general and administrative expenses | 4.0 | 4.7 |
Total | 8.4 | 9.3 |
Underlying operating expenses decreased by €0.9 million, mainly as a result of cost savings in the area of general and administrative expenses.
Underlying EBITA and operating result
Underlying EBITA amounted to -€0.2 million (1 HY 2013: -€0.5 million). Lower underlying operational expenses (€0.9 million) impacted the underlying EBITA, partly offset by the impact of lower volume.
Underlying depreciation was €0.5 million (1 HY 2013: €0.6 million), and underlying amortisation including the amortisation of identified intangible assets as a result of acquisitions amounted to €0.8 million (1 HY 2013: €0.7 million).
Underlying operating result amounted to -€1.0 million (1 HY 2013: -€1.2 million).
Net finance cost/income
Net finance costs of €0.1 million remained at a similar level compared to the first half of 2013 (€0.2 million).
Underlying result before taxation
The underlying result before taxation amounted to -€1.1 million (1 HY 2013: -€1.5 million).
Taxation
The underlying effective tax rate (ETR) amounted to -19.0% (1HY 2013: 4.0%).
Underlying result for the period
The underlying result after taxation was -€0.9 million (1HY 2013: -€1.5 million).
Cash flow
Net cash from operating activities was -€2.3 million (1 HY 2013: -€1.1 million). The decrease was mainly a result of an increase of the working capital.
Investments in property, plant and equipment of €0.2 million mainly relate to laboratory (equipment), and replacement investments. Investments in intangible assets (€0.1 million) related to software.
Acquisition of activities, plant, laboratory (€2.2 million).
As at 30 June 2014, Esperite N.V. had a cash position of €3.8 million (31 December 2013: €8.6 million).
Related party transactions
There were no material related party transactions during the first half of 2014.
Principal risks and uncertainties
Pages 29-32 of Cryo-Save's Annual report 2013 include an extensive overview of the Group's principal risks and uncertainties, which are also applicable for the remaining six months of 2014.
Declaration of the Chief Executive Officer
The Chief Executive Officer declares that, as far as he is are aware and to the best of his knowledge, the financial statements in this half year report, made up according to the applicable standards for financial statements, give a true and fair view of the equity, financial position and the results of the Group and its consolidated companies. The Chief Executive Officer further declares that this report to the shareholders gives a true and fair view on the information that has to be contained therein.
Zutphen, the Netherlands, 18 August 2014
Frederic Amar, Chief Executive Officer
Condensed consolidated interim financial statements
These condensed consolidated interim financial statements are unaudited.
Condensed consolidated statement of income | |||
in thousands of euro | |||
For the six months ended 30 June | |||
Note | 2014 | 2013[2]: #_ftn2 | |
Revenue | 9 | 13,479 | 15,454 |
Cost of sales | (4,568) | (5,943) | |
Gross profit | 8,911 | 9,511 | |
Marketing and sales expenses | |||
- Other marketing and sales expenses | 4,338 | 4,524 | |
- Non-recurring restructuring expenses | - | 120 | |
Research and development expenses | 105 | 151 | |
General and administrative expenses | 10 | ||
- Other general and administrative expenses | 5,470 | 6,103 | |
- Non-recurring restructuring expenses | 240 | 116 | |
- Non-recurring impairment loss | - | 741 | |
Total operating expenses | 10,153 | 11,755 | |
Operating result | (1,242) | (2,244) | |
Finance income | 252 | 145 | |
Finance costs | (309) | (341) | |
Net finance (costs)/income | (57) | (196) | |
Results relating to equity-accounted investees | 0 | 0 | |
Result before taxation | (1,299) | (2,440) | |
Results relating to associates | 16 | (31) | |
Income tax expense/(gain) | 11 | (205) | 55 |
Result for the period | (1,078) | (2,526) | |
Attributable to: | |||
- Equity holders of the Company | (1,082) | (2,526) | |
- Non-controlling interest | 4 | - | |
Result for the period | (1,078) | (2,526) | |
Earnings per share (in euro cents) | 12 | ||
- Basic | (11.4) | (27.1) | |
- Diluted | (11.4) | (27.1) | |
Condensed consolidated statement of comprehensive income | |||
in thousands of euro | |||
For the six months ended 30 June | |||
2014 | 2013 | ||
Result for the period | (1,078) | (2,526) | |
Other comprehensive income | |||
Foreign currency translation differences | (75) | (36) | |
Other comprehensive income for the period | (75) | (36) | |
Total comprehensive income for the period | (1,153) | (2,562) | |
Attributable to: | |||
- Equity holders of the Company | (1,157) | (2,562) | |
- Non-controlling interest | 4 | - | |
Total comprehensive income for the period | (1,153) | (2,562) |
Condensed consolidated statement of financial position | |||||
in thousands of euro, before allocation of net result | 30 June | 31 December | |||
Note | 2014 | 2013 | |||
Intangible assets | 21,997 | 22,754 | |||
Property, plant and equipment | 10,086 | 8,644 | |||
Investments in equity accounted investees | 0 | 0 | |||
Investments in associates | 45 | 29 | |||
Deferred tax assets | 677 | 391 | |||
Trade and other receivables | 826 | 751 | |||
Total non-current assets | 33,631 | 32,569 | |||
Inventories | 509 | 518 | |||
Trade and other receivables | 9,445 | 7,872 | |||
Current tax assets | 1,823 | 1,736 | |||
Cash and cash equivalents | 3,762 | 8,558 | |||
Total current assets | 15,539 | 18,684 | |||
Total assets | 49,170 | 51,253 | |||
Equity | 13 | ||||
Issued share capital | 973 | 973 | |||
Share premium reserve | 38,364 | 38,169 | |||
Revaluation reserve | 224 | 274 | |||
Legal reserve | 253 | 253 | |||
Translation reserve | (1,526) | (1,450) | |||
Treasury shares | - | - | |||
Retained earnings | (12,490) | (11,450) | |||
Equity attributable to equity holders of the Company | 25,798 | 26,769 | |||
Non-controlling interest | 4 | - | |||
Total equity | 25,802 | 26,769 | |||
Liabilities | |||||
Borrowings | 4,103 | 3,003 | |||
Deferred revenue | 10,730 | 10,568 | |||
Deferred tax liabilities | 1,451 | 1,582 | |||
Other liabilities | 112 | 127 | |||
Total non-current liabilities | 16,396 | 15,280 | |||
Borrowings | 207 | 202 | |||
Trade and other payables | 5,224 | 6,242 | |||
Deferred revenue | 894 | 867 | |||
Deferred considerations | 80 | 1,460 | |||
Current tax liabilities | 567 | 433 | |||
Total current liabilities | 6,972 | 9,204 | |||
Total liabilities | 23,368 | 24,484 | |||
Total equity and liabilities | 49,170 | 51,253 | |||
Condensed consolidated statement of changes in equity | ||||||||
in thousands of euro | ||||||||
For the six months ended 30 June 2014 | ||||||||
Issued share capital | Treasury shares | Other reserves | Share-holders' equity | Non-controlling interest | Total equity | |||
At 1 January 2014 | 973 | - | 25,796 | 26,769 | - | 26,769 | ||
Exchange differences on translating foreign operations | - | - | (75) | (75) | - | (75) | ||
Other comprehensive income | - | - | (75) | (75) | - | (75) | ||
Result for the period | - | - | (1,078) | (1,078) | 4 | (1,074) | ||
Total comprehensive income | - | - | (1,153) | (1,153) | 4 | (1,149) | ||
Transactions with owners: | ||||||||
* Share-based payments | - | - | (13) | (13) | - | (13) | ||
* Convertible loan bond | - | - | 195 | 195 | - | 195 | ||
Total transactions with equity holders of the Company | - | - | 182 | 182 | - | 182 | ||
At 30 June 2014 | 973 | - | 24,825 | 25,798 | 4 | 25,802 |
For the six months ended 30 June 2013 | ||||||
At 1 January 2013 | 973 | (2,423) | 31,280 | 29,830 | - | 29,830 |
Exchange differences on translating foreign operations | - | - | (36) | (36) | - | (36) |
Other comprehensive income | - | - | (36) | (36) | - | (36) |
Result for the period | - | - | (2,526) | (2,526) | (2,526) | |
Total comprehensive income | - | - | (2,562) | (2,562) | - | (2,562) |
Transactions with owners: | ||||||
* Share-based payments | - | - | 60 | 60 | - | 60 |
* Dividend distributed | - | - | - | - | - | - |
* Repurchased shares | - | (285) | - | (285) | - | (285) |
Total transactions with equity holders of the Company | ||||||
- | (285) | 60 | (225) | - | (225) | |
At 30 June 2013 | 973 | (2,708) | 28,778 | 27,043 | - | 27,043 |
Condensed consolidated statement of cash flows (in thousands of euro) | |||
For the six months ended 30 June | 2014 | 2013 | |
Cash flows from operating activities | |||
Result for the period | (1,078) | (2,526) | |
Adjustments for: | |||
Income tax expense/(gain) | (205) | 55 | |
Finance costs | 309 | 341 | |
Finance income | (252) | (145) | |
Depreciation and amortisation | 1,507 | 1,452 | |
Impairment loss on tangible assets | - | 741 | |
Equity settled share-based payment transactions | (13) | 60 | |
268 | (22) | ||
Movements in working capital | |||
(Increase)/decrease in (non)current trade and other receivables | (1,648) | (1,101) | |
(Increase)/decrease in inventories | 9 | 534 | |
(Increase)/decrease current tax assets | (150) | 556 | |
Increase/(decrease) in (non)current liabilities | (680) | (441) | |
Increase/(decrease) in current tax liabilities | 28 | 87 | |
Net cash from operations | (2,173) | (387) | |
Interest paid | (299) | (330) | |
Interest received | 252 | 145 | |
Income taxes paid | (43) | (488) | |
Net cash from operating activities | (2,263) | (1,060) | |
Cash flows from investing activities | |||
Acquisition spending | (2,150) | - | |
Purchase of property, plant and equipment | (198) | (232) | |
Purchase of intangible assets | (81) | (187) | |
Disposals of non-current assets | 0 | 43 | |
Net cash (used in)/generated by investing activities | (2,429) | (376) | |
Cash flows from financing activities | |||
Repurchase of own shares | - | (285) | |
Redemption of borrowings | (104) | (108) | |
Net cash generated by/(used in) financing activities | (104) | (393) | |
Net increase/(decrease) in cash and cash equivalents | (4,796) | (1,829) | |
Cash and cash equivalents at 1 January | 8,558 | 7,082 | |
Exchange differences | 0 | 0 | |
Cash and cash equivalents at 30 June | 3,762 | 5,253 |
Notes to the condensed consolidated interim financial statements 2014
(in thousands of euro, unless indicated otherwise)
1. Reporting entity
Esperite N.V. the 'Company' or 'the Group' is a limited liability company domiciled in The Netherlands. The address of its registered office and principal place of business is Piet Heinstraat 11a, 7204 JN Zutphen, The Netherlands.
2. Basis of preparation
Statement of compliance
The Group's condensed consolidated interim financial statements as at and for the six months ended 30 June 2014 were approved for publication by the Board of Directors on 18 August 2014.
The condensed consolidated interim financial statements of the Company as at and for the six months ended 30 June 2014 have been prepared in accordance with IAS 34 Interim Financial Reporting. As permitted by IAS 34, these statements do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Company as at and for the year ended 31 December 2013. In addition, the notes to the condensed consolidated interim financial statements are presented in a condensed format.
For further details on the principle accounting policies of the Company, we refer to our website, www.esperite.com:
http://www.esperite.com.
3. Significant accounting policies
The significant accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2013.
The Group used the following new and revised IFRS standards and interpretations for the first time as of January 2014:
- Changes to IFRS 11: impacting Joint Venture accounting
Under IAS 31, the Group used the option to record its jointly controlled entity (Cryo-Save South Africa) under proportionate consolidation. IFRS 11 removes the option to apply proportionate consolidation and requires equity accounting for joint ventures. As a result, the 1HY 2013 figures have been restated.
4. Change in accounting estimates
In the first six months of 2014 the Group did not change any accounting estimate, which materially impacted the reported figures.
5. Use of estimates and judgements
The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. Estimated and underlying assumptions are reviewed on an ongoing basis. Revision to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected.
In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Groups' accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements as at and for the year ended 31 December 2013.
6. Seasonality
The interim operations of the Company are not impacted by seasonal or cyclical patterns.
7. Structure
Serbia
The Group effectuated its option to acquire the last tranche of 10%, of the shares of Cryo-Save Serbia (previously known as Life R.F. doo). Esperite N.V. paid for this option the normalized EBITDA times a certain multiplier. Furthermore, an appreciation payment was made based on normalized EBITDA corresponding to the actual percentage of shareholding of sellers at the time. As Life R.F. waived their dividend entitlements, the Group consolidated this entity for 100%.
Salveo
The company entered into an asset sale and purchase agreement on the basis of which it has acquired the Swiss laboratory-related cord blood and cord tissue processing and storage activities, the regenerative medicine activities, and the central commercial and IT functions of Salveo Biotechnology S.A. ('Salveo'). This transaction, which will provide the Group with additional capacity and facilities in Geneva, will allow the company to reallocate resources and activities, and to increase the level of operational excellence.
The consideration for the transaction with Salveo amounts to €2.1 million consisting of a €700,000 payment in cash and the issue of a €1.4m convertible loan note to Salveo. The convertible loan note has been included under non-current borrowings in the condensed consolidated statement of financial position.
Portugal
The Group entered into a joint venture with CBB Group Sarl, the operator of the Portuguese leading Criobaby stem cell banking activities. Pursuant to the transaction, CBB Group Sarl transfers its Portuguese activities to Cryo-Save Portugal Ltda and acquires a 40% share interest in this company, the remaining 60% of the shares being held by Cryo-Save.
8. Historical Operating segments
The Group identifies an historical operating segments in addition to the extraction and storage of adult human stem cells : it mainly consists of Output Pharma Services GmbH ('Output').
There are no material levels of integration between the two reportable segments. The accounting policies of the reportable segments are the same, except for revenue recognition. Information regarding the results of each reportable segment is included below. Performance is measured based on EBITA (earnings before interest, tax and amortization of identified intangible assets), as included in the internal management reports that are reviewed by the Board. There are no inter-segment transactions.
Corporate overhead costs were not allocated to the segment 'other', but to the segment 'stem cell storage'.
Information about reportable segments
for the six months ended 30 June | Stem cell storage | Other | Total | |||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |
Revenue | ||||||
Segment revenue | 13,165 | 14,788 | 314 | 666 | 13,479 | 15,454 |
Other segment information | ||||||
EBITA | (260) | (1,713) | (157) | 174 | (417) | (1,539) |
Finance income | 252 | 145 | - | - | 252 | 145 |
Finance expense | (309) | (341) | - | - | (309) | (341) |
Depreciation, amortisation & impairment | (1,494) | (2,180) | (13) | (13) | (1,507) | (2,193) |
Result before taxation | (1,142) | (2,614) | (157) | 174 | (1,299) | (2,440) |
Income tax expense/(gain) | (205) | 3 | - | 52 | (205) | 55 |
Segment assets | 48,852 | 51,212 | 318 | 460 | 49,170 | 51,672 |
Segment liabilities | 23,138 | 24,469 | 230 | 160 | 23,368 | 24,629 |
Capital expenditure | 2,341 | 414 | 38 | 5 | 2,379 | 419 |
Revenue from external customers attributed to the Company's country of domicile, The Netherlands, amounted to €0.1 million (1HY 2013: €0.2 million).
9. Revenue
for the six months ended 30 June | 2014 | 2013 |
Stem cell extraction and storage | 13,165 | 14,788 |
Other products and services | 314 | 666 |
Total revenue | 13,479 | 15,454 |
10. Depreciation, amortization and impairment expenses
for the six months ended 30 June | 2014 | 2013 |
Depreciation of property, plant and equipment | 499 | 608 |
Amortization of identified intangible assets | 825 | 705 |
Amortization of other intangible assets | 183 | 139 |
Impairment loss property, plant and equipment | - | 741 |
Total depreciation and amortization expenses | 1,507 | 2,193 |
11. Taxation
Income tax expense reported for the six month period ended 30 June 2014 is recognized based on management's best estimate of the weighted average annual effective income tax rate for the territories for which a tax expense is expected for the full financial year, applied to the pre-tax income of the interim period. The Group's applied consolidated effective tax rate for the six months ended 30 June 2014 was 16% (1HY 2013: -2%). The effective tax rate for the full year 2013 was -1%.
Estimates and judgment by management are required in determining the Group's deferred tax liabilities, amongst others corporate income tax and value added tax (VAT). The calculation of the tax liabilities is partly based on the interpretations of applicable tax laws in the jurisdictions in which the Group operates. Although the Group believes the tax estimates are reasonable, there is no assurance that the final determination of the tax liabilities will not be materially different from what is reflected in the statement of income and balance sheet. Should additional taxes be assessed these could have a material effect on the Group's results of operation or financial condition.
12. Earnings per share
for the six months ended 30 June | 2014 | 2013 |
Basic earnings per share (in euro cents) | (11.4) | (27.1) |
Diluted earnings per share (in euro cents) | (11.4) | (27.1) |
Basic earnings per share (EPS) are calculated by dividing net result attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the period.
The calculation of diluted earnings per share is based on the calculation of the basic earnings per share, adjusted to allow for the assumed conversion of all dilutive share options.
The average market value of ordinary shares during the first half of 2014 did not exceed the exercise price of the options granted in the years 2007-2012, hence these options had no dilutive effect.
Reconciliation between number of shares and weighted average number of shares:
for the six months ended 30 June | 2014 | 2013 |
Issued ordinary shares at 1 January | 9,728,692 | 9,728,692 |
Dividend paid out in shares | - | - |
Shares held in treasury | (232,007) | (414,665) |
Weighted average number of shares | 9,496,685 | 9,314,027 |
Reconciliation between weighted average number of shares and diluted weighted average number of shares:
for the six months ended 30 June | 2014 | 2013 |
Weighted average number of shares | 9,496,685 | 9,314,027 |
Share options | - | - |
Diluted weighted average number of shares | 9,496,685 | 9,314,027 |
Net result attributable to ordinary equity holders of the Company | (1,082) | (2,526) |
13. Share options, treasury shares and dividend
Share options
No options were granted in Esperite N.V. to Directors and certain other employees of the Group.
Treasury shares
The Company has no own shares in treasury at 30 June 2014 (31 December 2013: 0).
Dividend
Following the shareholder resolution on 14 May 2014, the Company paid no dividend for the year 2013.
14. Contingent liabilities or contingent assets
The Group is involved in legal cases and ongoing disputes or potential legal proceedings with some parties in the ordinary course of business. Liabilities and contingencies in connection with these matters are periodically assessed based upon the latest information available, usually with the assistance of lawyers. A liability is accrued only if an adverse outcome is more likely than not and the amount of the loss can be reasonably estimated. If one of these conditions is not met, the proceeding or claim is disclosed as contingent liability, if material. The actual outcome of a proceeding or claim may differ from the estimated liability and consequently may affect the financial performance and position.
In the first half of 2014, there were no material changes to the Groups' commitments and contingent liabilities from those disclosed in the Annual Report for the year ended 31 December 2013.
15. Events after the reporting period
Paris Listing
Next to the primary listing on Euronext Amsterdam, Esperite has also been listed on Euronext Paris as at 7 July. Euronext Paris is currently the most active trading platform for public life sciences companies in Europe. The company considers the secondary Euronext Paris listing as a clear signal of its ambitions in the sector.
List of used scientific sources:
References:
* - clinicaltrials.gov; search keywords: umbilical cord blood
+ - clinicaltrials.gov; search keywords: autologous cord blood
- Biomaterials. 2014 Oct;35(30):8566-75. doi: 10.1016/j.biomaterials.2014.06.037. Epub 2014 Jul 4. Retention of stemness and vasculogenic potential of human umbilical cord blood stem cells after repeated expansions on PES-nanofiber matrices. Joseph M1, Das M1, Kanji S1, Lu J1, Aggarwal R1, Chakroborty D2, Sarkar C2, Yu H2, Mao HQ3, Basu S2, Pompili VJ1, Das H4.
- Front Hum Neurosci. 2014 Jun 27;8:382. doi: 10.3389/fnhum.2014.00382. eCollection 2014. Neurorestorative therapy for stroke. Chen J1, Venkat P2, Zacharek A1, Chopp M2.
- J Clin Invest. 2014 Jul 1;124(7):3121-8. doi: 10.1172/JCI74556. Epub 2014 Jun 9. Umbilical cord blood expansion with nicotinamide provides long-term multilineage engraftment. Horwitz ME, Chao NJ, Rizzieri DA, Long GD, Sullivan KM, Gasparetto C, Chute JP, Morris A, McDonald C, Waters-Pick B, Stiff P, Wease S, Peled A, Snyder D, Cohen EG, Shoham H, Landau E, Friend E, Peleg I, Aschengrau D, Yackoubov D, Kurtzberg J, Peled T.
- Biochem Biophys Res Commun. 2014 May 9;447(3):400-6. doi: 10.1016/j.bbrc.2014.03.145. Epub 2014 Apr 12. 3D microenvironment of collagen hydrogel enhances the release of neurotrophic factors from human umbilical cord blood cells and stimulates the neurite outgrowth of human neural precursor cells. Park JW1, Kang YD1, Kim JS1, Lee JH2, Kim HW3.
- Plast Reconstr Surg. 2014 Jul;134(1):59e-69e. doi: 10.1097/PRS.0000000000000305. Osteoblastic differentiation of wharton jelly biopsy specimens and their mesenchymal stromal cells after serum-free culture. Mueller AA1, Forraz N, Gueven S, Atzeni G, Degoul O, Pagnon-Minot A, Hartmann D, Martin I, Scherberich A, McGuckin C.
- Cytotherapy. 2014 Jun 23. pii: S1465-3249(14)00610-0. doi: 10.1016/j.jcyt.2014.05.012. [Epub ahead of print] Cardiomyogenic differentiation potential of human endothelial progenitor cells isolated from patients with myocardial infarction. López-Ruiz E1, Perán M2, Picón-Ruiz M3, García MA4, Carrillo E5, Jiménez-Navarro M6, Hernández MC7, Prat I7, De Teresa E6, Marchal JA8.
- Artif Organs. 2014 Jul;38(7):E118-28. doi: 10.1111/aor.12321. Epub 2014 May 20. In vitro generation of atrioventricular heart valve neoscaffolds. Weymann A1, Radovits T, Schmack B, Li S, Korkmaz S, Soós P, Istók R, Veres G, Chaimow N, Karck M, Szabó G.
- Invest Ophthalmol Vis Sci. 2014 Jun 6;55(7):4073-83. doi: 10.1167/iovs.14-14304. Generation of a Biomimetic Human Artificial Cornea Model Using Wharton's Jelly Mesenchymal Stem Cells. Garzón I1, Martín-Piedra MA1, Alfonso-Rodríguez C1, González-Andrades M2, Carriel V1, Martínez-Gómez C3, Campos A1, Alaminos M1.
Enquiries:
Esperite | + 31 (0) 575 548 998 |
Frédéric Amar, Chief Executive Officer |
Contact details | For more information on Cryo-Save visit |
Esperite N.V. | www.esperite.com: http://www.esperite.com, or contact Investor Relations |
Piet Heinstraat 11a | at ir@cryo-save.com: mailto:ir@cryo-save.com |
7204 JN Zutphen | |
The Netherlands | |
Tel. +31 (0)575 50 91 00 | |
Fax +31 (0)575 50 91 16 |
About Esperite (www.esperite.com:
http://www.esperite.com)
Esperite, the leading international family stem cell bank, stores more than 268,000 samples from umbilical cord blood and cord tissue. There are already many diseases treatable by the use of stem cells, and the number of treatments will only increase. Esperite has cryopreserved samples from over 70 countries on six continents, with ultra-modern processing and storage facilities in Belgium, Switzerland, Germany, Dubai, South Africa and Portugal.
[1]:
#_ftnref1 1HY 2013 figures were restated due to the application of IFRS 11 'Joint Arrangements', where the interest in the
African joint venture has not been proportionally consolidated as from 1 January 2014 and therefore the comparative
figures have been restated.
[2]:
#_ftnref2 1HY 2013 figures were restated due to the application of IFRS 11 'Joint Arrangements', where the interest in the
African joint venture has not been proportionally consolidated as from 1 January 2014 and therefore the comparative
figures have been restated.
http://hugin.info/143308/R/1849707/645708.pdf
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Source: Esperite N.V. via Globenewswire