20 August 2014

Source BioScience plc

('Source BioScience' or 'the Group')

HALF YEAR REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2014

Source BioScience plc (LSE: SBS) the international laboratory services and products business publishes its Half Year Report for the six months ended 30 June 2014.

Financial highlights

·      Revenue increased by 46% to £12.8 million (2013: £8.8 million)

·      EBITDA increased by 55% to £2.4 million (2013: £1.5 million adjusted*)

·      Operating profit increased by 41% to £1.1 million (2013: £0.8 million adjusted*)

·      Profit before tax increased by 49% to £0.9 million (2013: £0.6 million)

·      EPS increased by 19% to 0.17p basic (2013: 0.14p basic)

·      Cash balance of £3.3 million (31 December 2013: £4.2 million) and net debt of £4.7 million
(31 December 2013: £5.0 million)

*Adjusted results for 2013 are stated after eliminating the acquisition costs of £0.1 million for Inverclyde Biologicals. 
The adjusted results have been included to present a fair comparison between 2013 and 2014.

Operational highlights

·      Commercial launch of the enhanced Source BioScience portfolio commenced in the USA

·      Overnight Service™ for DNA sequencing launched in Los Angeles; product distribution has started from Atlanta

·      Renewal of existing cervical cancer screening agreement with a current NHS customer, worth in excess of £1.1 million over the initial five year term

·      Renewal as a preferred provider of DNA sequencing services to the Research Councils UK for a further two years, which is worth in excess of £1.0 million over the period

Laurie Turnbull, Chairman of Source BioScience, said:  "The first half of the year has been another period of significant progression for Source BioScience.  New opportunities are being crystallised for the enlarged Group, particularly in the US with our new facilities in Atlanta and Los Angeles.  The period has also delivered the consolidation and integration of the two strategically important acquisitions made in 2013.  The operational integration has been substantially concluded and the commercial integration continues as planned. 

"Source BioScience can now offer a broader portfolio of services and products to customers in more geographical markets.  This not only provides outstanding opportunities for increased sales, but also a more rounded and balanced shape to the business.

"I would also like to reiterate my welcome to Pam Liversidge to the Board as a Non-Executive Director.  Pam has enjoyed a successful career in senior leadership roles across a broad spectrum of companies and her considerable knowledge will be invaluable to the enlarged Group.  The Company is determined to recruit and retain the highest calibre individuals and Pam will bring experience and an important, additional skill base to the Board as we continue with the implementation of the Group's growth strategy.

"For the rest of the year and beyond, our focus is to exploit the excellent platform we now have to further increase sales further and drive the expansion of our international business.  Although it is still early days, we are seeing a positive response to the enlarged Group and enhanced offering, and we are pleased with the performance to date which is in line with market expectations for the full year."

--- ENDS ---



For further information, please contact:

Source BioScience plc
Dr Nick Ash
Chief Executive Officer
Tel: +44 (0) 115 973 9010
Email: enquiries@sourcebioscience.com
www.sourcebioscience.com

For investor and media enquiries:

N+1 Singer (Financial Advisor, Sponsor and Broker)
Aubrey Powell / James White
Tel: +44 (0)207 496 3000
www.n1singer.com

Instinctif Partners (PR Agency to Source BioScience)
Melanie Toyne-Sewell / Jen Lewis / Emma Barlow
Tel: +44 (0)207 457 2020
Email: sourcebioscience@instinctif.com

About Source BioScience

Source BioScience is a trusted provider of state-of-the-art products and services to the healthcare and clinical, life and applied scientific and biopharma industries.  It is an international business with centres in four countries and customers in over 90 countries.  The Group offers a complementary portfolio of products and services that share common technologies, lab processes, infrastructure and expertise. These include clinical diagnostics, genomics, proteomics, drug discovery and development research as well as controlled environment storage and testing services for a diverse range of markets.  These products and services are provided to a large and diverse customer base including the top 50 pharmaceutical companies, leading universities and research institutes worldwide, the UK NHS and other healthcare providers.  The Group is listed on the Premium Main Market of the London Stock Exchange (LSE: SBS).

Cautionary statement 

This business review may contain forward-looking statements.  By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances.  Actual outcomes and results may differ materially from any outcomes or results expressed or implied by such forward-looking statements.  Any forward-looking statements made by or on behalf of Source BioScience speak only as at the date they are made and no representation or warranty is given in relation to them, including as to their completeness or accuracy or the basis on which they were prepared.  Source BioScience does not undertake to update forward-looking statements to reflect any changes in the Group's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.



CHAIRMAN'S STATEMENT

Introduction

Source BioScience has continued its growth and development through the first half of 2014.  In the Interim Management Statement issued on 19 May 2014 the Company reported a robust first quarter performance and this has been sustained for the full six months to 30 June 2014.

Financial Review

Revenue for the six months ended 30 June 2014 increased by 46% to £12.8 million (2013: £8.8 million) and the gross margin remained consistent at 47% (2013: 47%).

Healthcare revenue grew by 12% to £5.1 million (2013: £4.6 million), LifeSciences revenue was consistent with last year at £3.7 million (2013: £3.7 million) and Stability and Bio Storage revenue was £4.0 million for the period (2013: £0.5 million) reflecting the benefit of the acquired Vindon business during Q3 2013.

Group divisional operating profit (operating profit before central costs) increased by 22% to £2.8 million in aggregate (2013: £2.3 million).

The Group's cost base has remained tightly controlled throughout the period; normal administrative expenses increased to £3.4 million (2013: £2.4 million), reflecting the enlarged size and scale of the Group, representing 26% of revenue (2013: 27% of revenue).

As a result of the improved divisional performance overall and the management of the cost base, EBITDA increased by over 55% to £2.4 million (2013: £1.5 million adjusted) and profit before tax improved by 49% to £0.9 million (2013: £0.6 million).

EPS increased by 19% to 0.17p basic (2013: 0.14p basic) demonstrating the earnings accretive nature of the 2013 acquisitions and the financing structure adopted.

The financial position of the Group strengthened, with net assets of £25.0 million (31 December 2013: £24.4 million).  The Group's cash balance was £3.3 million at 30 June 2014 (31 December 2013: £4.2 million) and borrowings were £8.0 million (31 December 2013: £9.2 million).

Cash generated from operations was £1.1 million in the period (2013: £1.8 million) and net cash outflow was £0.9 million (2013: £0.2 million outflow) after £1.4 million of financing payments (capital and interest) and £0.7 million of capital expenditure on laboratory facilities and deferred consideration for Inverclyde Biologicals.

The majority of the capital expenditure has been to support the growth of the LifeSciences activities.  Core infrastructure has been enhanced to expand the Overnight Service™, driving the growth of the sequencing business, and the geographic reach of the products business.  Molecular biology and sequencing capability has been introduced to the USA, in Atlanta and Los Angeles respectively, and further enhancements to GenomeCube® have been delivered.

Healthcare

Healthcare comprises diagnostic services, including testing for cancer and other diseases and a complementary portfolio of laboratory and clinical products, including cervical cancer screening and blood banking serology reagents.

The division has delivered a strong performance in the period.  Revenue was £5.1 million, 12% ahead of the same period last year (2013: £4.6 million), and divisional operating profit increased by 18% to £1.8 million (2013: £1.5 million).

Diagnostic services

The Healthcare diagnostic services business provides expert histopathology (tissue analysis), molecular diagnostics (gene-based analysis) and companion diagnostic testing services to public and private healthcare providers.

Continued growth in the core cancer diagnostic services, coupled with the planned expansion into other disease areas, generated 35% growth from this business unit in the period compared with the same period last year.  A significant component of this growth resulted from the launch of a sexually transmitted infection ('STI') testing service in August 2013 and the subsequent winning of a number of chlamydia screening tenders in the UK. Contract wins to date are worth in excess of £2.0 million over the next three years.  A number of these contracts are already underway and operating at the expected run rate, whilst other contracts will come on stream later in the current financial year.

Chlamydia testing is provided free to 16 to 24 year olds in the UK, supported by the NHS Chlamydia Screening Programme and can be accessed via the Company's www.dontpassiton.co.ukonline service.  Where Chlamydia testing is not available free, the Company's confidential service for a range of STI testing can be accessed at www.jbuclinic.co.uk.

The increasing demand for gene-based testing for many types of disease, including cancer and STIs as highlighted above, strengthens the commercial advantage of the Group.  Source BioScience is one of only a limited number of accredited laboratories in Europe with the capability to deliver this type of complex testing to hospital laboratories as well as directly to individuals.

Healthcare products

The Healthcare products business comprises a portfolio of laboratory and clinical products.  The Cytology (cell analysis) operation provides products essential for the preparation and analysis of cervical smear samples as part of the NHS Cervical Cancer Screening Programme and which underpin approximately 50% of the cervical cancer screening programme in England and Wales.

Demand for Cytology products closely correlates with overall compliance with the screening programme which, as reported previously, peaked in 2009.  The Company has managed the impact of this ongoing change in the dynamics of the screening programme by the introduction of additional services and products to support the screening programme, for example the implementation of the BD FocalPoint™ automated imaging solution.  The Company has identified further opportunities for FocalPoint™ as the NHS consolidates the provision of cervical cancer screening services into a smaller number of high throughput laboratories.

The Serology operation provides diagnostic products and other clinical reagents, including phosphate buffered saline solutions, to laboratories undertaking blood typing and tissue analysis including NHS Blood and Transplant.  This operation has benefitted from the additional commercial focus applied over the past year and annualised revenue is up 15% post acquisition.

LifeSciences

The LifeSciences division provides ultra-fast DNA sequencing services and related products, delivered by the Group's international network of laboratories and distributors to academic research groups, biotechnology and pharmaceutical companies. Source BioScience's ambition is to become the leading commercial provider of DNA sequencing in Europe and the USA.

LifeSciences revenue was consistent with the same period last year at £3.7 million (2013: £3.7 million) and divisional operating profit was £0.3 million (2013: £0.6 million).  The reduction in operating profit resulted from a shift in the sales mix and further investment in personnel and operational capability to support the Group's ambition to become Europe's and North America's leading commercial provider of DNA sequencing.

Source BioScience USA

During the last twelve months, the Group has invested significantly in its LifeSciences operational capability, commissioning three additional DNA sequencing facilities in Bellshill, Rochdale and Los Angeles.  A molecular biology laboratory has also been commissioned in Atlanta to support the expansion of the products business into the US.  In parallel the Group has increased its commercial investment to exploit the new markets for the products and services, both in Europe and also the US.

The US market is seen as the next step in the growth of the Source BioScience business and the necessary investment has been made in infrastructure and people to deliver growth.  The US business was launched in April this year, and whilst it is still early in the development process, it is satisfying to report that the new US-based activities are already generating incremental revenue for the Group.

Sequencing services

DNA sequencing, in particular the Overnight Service™, supported by the network of UK, European and most recently US laboratories, is a key element in the growth strategy for the entire LifeSciences business.  The number of DNA samples sequenced for customers increased by over 50% compared with the same period last year.  This momentum is being sustained by the introduction of new services, the expansion of the laboratory network and continued development of the Source BioScience brand.

LifeSciences products

GenomeCube®, the Group's proprietary search engine and bioinformatics tool for the LifeSciences product portfolio, has undergone further developments during the period.  These have been aimed at enhancing the customers' buying experience and ensuring that GenomeCube® is configured appropriately to support the comprehensive digital marketing strategy for the second half of 2014 and beyond.

GenomeCube® is a key component of the international growth strategy for the medium to longer term and all of the Group's products, including the reSource™ range, will be available through it.  This will enable the accelerated globalisation of the products business, providing distributors, and customers, fast and ready access to the enhanced product portfolio.

Stability and Bio Storage

The Stability and Bio Storage division provides support for drug discovery, from biomarker discovery and clinical trial services through to stability storage and sample archiving under environmentally controlled conditions.

Stability and Bio Storage revenue was £4.0 million (2013: £0.5 million).  Last year, revenue comprised only clinical trial support laboratory services.  Operating profit was £0.8 million (2013: £0.2 million).

Stability and Bio Storage services

The Stability and Bio Storage activities are delivered from five sites in Nottingham and Rochdale (UK), Tramore (Ireland) and Atlanta and Los Angeles (USA).  At these sites, customers in the biopharma and life science research markets are offered stability storage, minus 80 Celsius and ultra-low temperature (liquid nitrogen) storage.  The Ireland facilities are accredited to Good Manufacturing Practice standards and the UK facilities are licensed by the Human Tissue Authority for the secure storage of biological samples.

The ability to bring the latest tissue and gene-based analysis technologies to stability and cryo-storage customers (and vice versa) enables the Group to perform downstream analyses at single site accredited facilities.  New opportunities with biopharma customers have already been crystallised, resulting from the enhanced service offering, and performance is in line with expectations.

Stability and Bio Storage products

The Group also designs, manufactures and installs a range of high quality standard and bespoke controlled environment reach-in and walk-in room systems that provide the climatic conditions specified to customers' requirements.  These include meeting the regulatory guidelines for stability storage testing for biotechnology and pharmaceutical customers, simulating the conditions of all four global climatic zones for long term, intermediate and accelerated stability testing.

A number of new products have been launched to meet the demands of biopharma customers, including customers that have traditionally engaged Source BioScience for laboratory services only.

Integration of Vindon with the Group

The integration is progressing well and to plan.  The acquired Vindon business forms the activities of the Stability and Bio Storage division and has allowed the Group to extend its products and services into the US.

Phase 1 of the integration focused on operational initiatives and consolidation of the Group's facilities and is substantially concluded. 

Phase 2 comprised the launch of the enhanced range of laboratory services, including DNA sequencing and molecular biology, across the new sites in Rochdale, Tramore, Los Angeles and Atlanta.  The Source BioScience US business was launched in April 2014, including Overnight Service™ for DNA sequencing in Los Angeles and molecular biology product despatch from Atlanta, enabling customers to access these products within a timeframe, and at a price, that cannot be matched by distributing the products from the UK.  The commercial plans are progressing in line with expectations.

Phase 3, representing the consolidation of the service offering to leverage the full range of Group expertise from biomarker identification, clinical trial support to compound storage, providing a one-stop-shop for biopharma customers, is a medium term objective and is well underway.

People

Source BioScience's people are critical to its success.  In addition to ensuring the Group operates the appropriate laboratory facilities and technology platforms, the Board is also mindful to ensure that the Group recruits and retains the highest calibre individuals.  To support the commercial aspirations of the Group and its initiatives, a number of which are highlighted in this Report, the Board has recruited an experienced Head of Marketing during the period.

The Board will continue to invest to ensure that the Company has the best people in place, and a skilled and experienced senior management team, to support the planned growth and expansion of the business across all of its activities and its international markets.

Outlook

The acquisitions made during 2013 have opened up significant opportunities to the Group, both from additional products and services as well as the extension of the Group's international reach.  Source BioScience now has access to new markets and customers and an established platform for further growth on both the East and West coasts of the USA.  The launch of the Source BioScience US business during April 2014 was a critical milestone on the road to exploiting the potential of the US markets for the Group.

Healthcare has delivered strongly in the period, driven by continued growth in the Diagnostics business, particularly in traditional histopathology and gene-based diagnostics for cancer, in addition to DNA-based testing for sexually transmitted infection.  Capacity and capability constraints faced by the NHS can be met by the Group's ability to address both short and long term demand, with rapid turnaround times. Source BioScience is already a valued partner for outsourced diagnostic services and speciality products, and the intention is to enhance this status with the introduction of new diagnostic products and services.

In LifeSciences, the Company has forged a leading position in Europe for the provision of DNA sequencing services and genomic products, and the ambition is to replicate this in the USA.  With an international network of laboratories, Source BioScience is ideally placed to meet the growing demand for genetic analysis.  The Group's intention is to continue the growth of the European market for DNA sequencing and drive marketing efforts in the US for the Overnight Service™ following its launch in Los Angeles.

The launch of the first reSource™ range of products during 2013 eliminated many of the geographical commercial restrictions on the product portfolio and significantly expanded the addressable market.  The commissioning of a molecular biology laboratory at the Atlanta facility in April 2014, coupled with further enhancements to GenomeCube®, are further steps in the long term strategy to exploit the potential of the product portfolio in the US and other geographic markets.

Significant attention has been focused in the period on the alignment of the operational and commercial structure for the new Stability and Bio Storage division with the rest of the Group.  The second half of the year will bring some ongoing refinement to the operational integration and laboratory infrastructure of the Group.  In addition, commercial initiatives to align the diagnostic laboratory services with the stability storage capabilities will be rolled out during the second half of the year, supported by a considerably strengthened marketing function.

The excellent momentum seen in the first half of the year is flowing through to the second half.  The Board is confident of the outlook for the full year and expects that each of the factors outlined above will contribute to the continuing progress of the Group during the remainder of 2014 and beyond.

Laurie Turnbull

Chairman
20 August 2014



Unaudited Condensed Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2014



Six months
ended
30 June
2014

Six months
ended
30 June
2013

Year
ended
31 December
2013


Note

£'000

£'000

£'000






Revenue

2

12,766

8,773

19,525

Cost of sales


(6,705)

(4,653)

(10,535)

Gross profit


6,061

4,120

8,990

Selling and distribution expenses


(1,213)

(843)

(1,889)

Research and development


(82)

(26)

(48)





Administrative expenses:





- normal


(3,363)

(2,404)

(5,265)

- amortisation of intangibles arising from acquisitions


(333)

(90)

(368)

- restructuring costs


-

-

(1,104)

- acquisition costs


-

(138)

(1,215)

Administrative expenses


(3,696)

(2,632)

(7,952)

Operating profit/(loss)


1,070

619

(899)

Finance income


5

5

12

Finance costs


(222)

(52)

(250)

Profit/(loss) on ordinary activities before tax


853

572

(1,137)

Taxation


(320)

(279)

(621)

Profit/(loss) attributable to equity holders of the Company


533

293

(1,758)

Other comprehensive income/(expense)





Items that are, or may subsequently be, recycled to profit





or loss:





- exchange differences on translation of foreign operations


25

(58)

(38)

Total comprehensive  income/(expense) attributable to equity holders of the Company


558

235

(1,796)






Earnings per share:





Basic profit/(loss) per ordinary share

3

0.17p

0.14p

(0.74)p

Diluted profit/(loss) per ordinary share

3

0.17p

0.14p

(0.74)p



Unaudited Condensed Consolidated Statement of Changes in Shareholders' Equity
For the six months ended 30 June 2014


Attributable to equity holders of the parent company



Share
capital

Share
premium

Merger
and other
reserves

Special
reserve

Translation
reserve

Profit
and loss
reserve

Total
equity


£'000

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 1 January 2013

4,096

39

2,408

10,788

36

(1,132)

16,235

Currency translation adjustments

-

-

-

-

(58)

-

(58)

Profit for the period

-

-

-

-

-

293

293

Total comprehensive (expense)/income for the period

-

-

-

-

(58)

293

235

Transactions with owners, recorded
directly in equity








Employee share options:








- value of services provided

-

-

-

-

-

8

8

Balance at 30 June 2013

4,096

39

2,408

10,788

(22)

(831)

16,478

Balance at 1 July 2013

4,096

39

2,408

10,788

(22)

(831)

16,478

Currency translation adjustments

-

-

-

-

20

-

20

Loss for the period

-

-

-

-

-

(2,051)

(2,051)

Total comprehensive income/(expense) for the period

-

-

-

-

20

(2,051)

(2,031)

Transactions with owners, recorded
directly in equity








Employee share options:








- value of services provided

-

-

-

-

-

22

22

- taxation in respect of share based payments

-

-

-

-

-

35

35

- proceeds from shares issued

8

11

-

-

-

-

19

Proceeds from shares issued

2,161

7,718

-

-

-

-

9,879

Balance at 31 December 2013

6,265

7,768

2,408

10,788

(2)

(2,825)

24,402

Balance at 1 January 2014

6,265

7,768

2,408

10,788

(2)

(2,825)

24,402

Currency translation adjustments

-

-

-

-

25

-

25

Profit for the period

-

-

-

-

-

533

533

Total comprehensive income
for the period

-

-

-

-

25

533

558

Transactions with owners, recorded
directly in equity








Employee share options:








- value of services provided

-

-

-

-

-

50

50

- proceeds from shares issued

6

16

-

-

-

-

22

Balance at 30 June 2014

6,271

7,784

2,408

10,788

23

(2,242)

25,032



Unaudited Condensed Consolidated Statement of Financial Position
As at 30 June 2014



As at
30 June
2014

As at
30 June
2013

As at
31 December
2013



£'000

£'000

£'000

Non-current assets





Goodwill


15,996

9,564

15,996

Other intangible assets


2,330

761

2,737

Financial assets


-

91

47

Property, plant and equipment


10,396

5,156

10,772

Deferred tax


1,471

2,294

1,542



30,193

17,866

31,094

Current assets





Inventories


1,205

867

1,063

Trade and other receivables


4,764

3,237

4,763

Cash and cash equivalents


3,278

1,959

4,158



9,247

6,063

9,984

Current liabilities





Trade and other payables


5,800

4,527

6,724

Financial liabilities





- borrowings


2,260

755

2,338

Deferred consideration


-

200     

200



8,060

5,482

9,262

Net current assets


1,187

581

722

Total assets less current liabilities


31,380

18,447

31,816

Non-current liabilities





Trade and other payables


590

-

575

Financial liabilities





- borrowings


5,738

1,936

6,818

Derivative financial instruments


20

33

21



6,348

1,969

7,414

Net assets


25,032

16,478

24,402






Equity





Issued share capital


6,271

4,096

6,265

Share premium


7,784

39

7,768

Special reserve


10,788

10,788

10,788

Other reserves


2,431

2,386

2,406

Profit and loss reserve


(2,242)

(831)

(2,825)

Total equity


25,032

16,478

24,402



Unaudited Condensed Consolidated Statement of Cash Flows
For the six months ended 30 June 2014



Six months
ended
30 June
2014

Six months
ended
30 June
2013

Year
ended
31 December
2013



£'000

£'000

£'000

Cash flows from operating activities





Profit/(loss) for the period


533

293

(1,758)

Adjustments for:





Depreciation of tangible fixed assets


774

534

1,227

Recognition of grant income


-

(6)

(9)

Amortisation of capitalised development costs


125

124

250

Amortisation of other intangibles


333

90

368

(Profit)/loss on sale of property, plant and equipment


(8)

(11)

29

Fair value gain on investments


(1)

(19)

(60)

Finance costs


222

52

250

Finance income


(5)

(5)

(12)

Taxation


320

279

621

Share-based payments - value of employee service


50

8

30

(Increase)/decrease in inventories


(142)

(189)

444

Increase in trade and other receivables


(1)

(570)

(643)

(Decrease)/increase in creditors


(1,099)

1,207

1,709

Cash generated from operations


1,101

1,787

2,446

Interest paid


(190)

(69)

(232)

Tax received


-

2

2

Tax paid


(60)

(1)

(92)

Net cash generated from operating activities


851

1,719

2,124






Cash flows from investing activities





Acquisition of subsidiaries


(200)

(1,400)

(13,606)

Cash acquired with subsidiaries


-

313

288

Share purchases


-

(34)

(34)

Purchases of property, plant and equipment


(487)

(341)

(1,540)

Proceeds from sale of property, plant and equipment


71

11

11

Proceeds from sale of investments


48

12

96

Purchases of intangible assets


(60)

(78)

(131)

Interest received


5

5

12

Net cash used in investing activities


(623)

(1,512)

(14,904)






Cash flows from financing activities





Proceeds from issue of shares


22

-

9,898

Repayment of borrowings


(1,060)

(243)

(4,241)

Proceeds from borrowings


-

-

9,333

Finance lease principal repayments


(131)

(136)

(264)

Net cash used in financing activities


(1,169)

(379)

)0

14,726






Net (decrease)/increase in cash and cash equivalents


(941)

(172)

1,946

Cash and cash equivalents at beginning of period


4,158

2,217

2,217

Exchange gains/(losses) on cash and cash equivalents


61

(86)

(5)

Cash and cash equivalents at end of period


3,278

1,959

4,158



Responsibility Statement

We confirm that to the best of our knowledge:

·      the condensed consolidated interim financial statements for the six months ended 30 June 2014 have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU and

·      the Half Year Report includes a fair review of the information required by:

DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year.  The Board does not consider the principle risks and uncertainties for the remaining six months of the year to be materially different to those described in the Annual Report and Accounts for the year ended 31 December 2013)

DTR 4.2.8R (disclosure of related party transactions and charges therein)

By order of the Board

Laurie Turnbull

Chairman
20 August 2014

Dr Nick Ash

Chief Executive Officer
20 August 2014



Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended 30 June 2014

1. Basis of preparation

Source BioScience plc is a company domiciled in the United Kingdom.  The condensed consolidated interim financial statements of Source BioScience plc as at and for the six months ended 30 June 2014 comprise those of Source BioScience plc and its subsidiaries (together referred to as the 'Group').

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as endorsed and adopted for use in the European Union.  They 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 Group for the year ended 31 December 2013, which have been prepared in accordance with IFRS adopted by the European Union.

These condensed consolidated interim financial statements have been prepared on the basis of accounting policies consistent with those applied in the preparation of the Group's published consolidated financial statements for the year ended 31 December 2013 except as noted below.

The Group has adopted improvements to various standards within the 'Improvements to IFRS' programme, none of which have had a significant effect on the reported results or financial position of the Group.  In addition, from 1 January 2014, the Group has adopted IFRS10 Consolidated Financial Statements; IFRS 11 Joint Arrangement and IFRS 12 Disclosure of Interests in Other Entities and amendments to IAS 17 Separate Financial Statements.  This has had no impact on the amounts recognised in the financial statements.

The condensed consolidated interim financial statements for the six months ended 30 June 2014 have neither been audited nor reviewed by the Group's auditor in accordance with International Standard on Review Engagements 2410 issued by the Auditing Practices Board.

The comparative figures for the financial year ended 31 December 2013 are not the Group's statutory consolidated accounts for that financial year but represent an extract from those accounts.  Statutory accounts for the year ended 31 December 2013 were approved by the Board on 24 April 2014 and delivered to the Registrar of Companies.  The report of the auditor on those financial statements was (i) unqualified, (ii) did not include reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.  The consolidated financial statements of the Group as at and for the year ended 31 December 2013 are available on request from the Group's registered office at 1 Orchard Place, Nottingham Business Park, Nottingham NG8 6PX or at www.sourcebioscience.com.

The condensed consolidated interim financial statements are presented in pounds sterling, rounded to the nearest thousand pounds.  They are prepared on the historical cost basis except for the valuation to fair value of certain assets as indicated.

The preparation of the condensed consolidated 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.

In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key source of estimation uncertainty were the same as those applied to the consolidated financial statements as at and for the year ended 31 December 2013.

There have been no related party transactions or changes in related party transactions described in the latest annual report that could have a material effect on the financial position or performance of the Group in the first six months of this financial year.

The condensed consolidated interim financial statements for the six months ended 30 June 2014 were approved by the Board of Directors on 20 A ugust 2014.



2. Operating segments Information about reporting segments

For the purposes of management reporting to the chief operating decision maker, the commercial activities of the Group are organised into three divisions:

·      Healthcare

·      LifeSciences

·      Stability and Bio Storage

During the period there were immaterial sales between business segments (six months ended 30 June 2013: immaterial; year ended 31 December 2013: immaterial) and where these do occur they are at arm's length pricing.

Unallocated costs represent corporate expenses and common operating costs.  Segment assets include intangible assets including goodwill, plant and equipment, stocks and debtors.  Unallocated assets include property, central debtors and prepayments and operating cash.  Segment liabilities comprise operating liabilities and exclude borrowings.  Segment capital expenditure comprises additions to plant and equipment and capitalised development costs.


Healthcare

LifeSciences

Stability and
Bio Storage

Unallocated

Group

Six months ended 30 June 2014

£'000

£'000

£'000

£'000

£'000

Continuing operations






Revenue

5,106

3,687

3,973

-

12,766

Segment result

1,762

261

755

(1,708)

1,070

Finance income




5

5

Finance costs




(222)

(222)

Profit before tax




(1,925)

853

Taxation




(320)

(320)

Profit/(loss) for the period

1,762

261

755

(2,245)

533







Segment assets

4,851

10,805

15,396

-

31,052

Unallocated assets






- property, plant and equipment




2,596

2,596

- deferred tax asset




1,471

1,471

- debtors and prepayments




1,043

1,043

- cash and cash equivalents




3,278

3,278

Total assets

4,851

10,805

15,396

8,388

39,440







Segment liabilities

781

1,585

1,576

-

3,942

Unallocated liabilities






- borrowings




7,998

7,998

- derivative financial instruments




20

20

- creditors and accruals




2,448

2,448

Total liabilities

781

1,585

1,576

10,466

14,408







Other segment items






Capital expenditure






- tangible assets

3

294

121

69

487

- intangible assets

-

60

-

-

60

Depreciation

187

192

310

85

774

Amortisation of intangible assets

89

120

249

-

458

Other non-cash expenses






- share options

-

-

-

50

50




Healthcare

LifeSciences

Stability and
Bio Storage

Unallocated

Group

Six months ended 30 June 2013

£'000

£'000

£'000

£'000

£'000

Continuing operations






Revenue

4,568

3,677

528

-

8,773

Segment result

1,492

603

188

(1,664)

619

Finance income




5

5

Finance costs




(52)

(52)

Profit before tax




(1,711)

572

Taxation




(279)

(279)

Profit / (loss) for the period

1,492

603

188

(1,990)

293







Segment assets

4,830

10,807

158

-

15,795

Unallocated assets






- property, plant and equipment




2,787

2,787

- financial assets




91

91

- deferred tax asset




2,294

2,294

- debtors and prepayments




1,003

1,003

- cash and cash equivalents




1,959

1,959

Total assets

4,830

10,807

158

8,134

23,929







Segment liabilities

1,117

1,840

61

-

3,018

Unallocated liabilities






- borrowings




2,691

2,691

- derivative financial instruments




33

33

- creditors and accruals




1,509

1,509

- deferred consideration




200

200

Total liabilities

1,117

1,840

61

4,433

7,451







Other segment items






Capital expenditure






- tangible assets

43

198

-

100

341

- intangible assets

1,395

78

-

-

1,473

Depreciation

177

213

4

140

534

Amortisation of intangible assets

35

179

-

-

214

Other non-cash expenses






- share options

-

-

-

8

8




Healthcare

LifeSciences

Stability and
Bio Storage

Unallocated

Group

Year ended 31 December 2013

£'000

£'000

£'000

£'000

£'000

Continuing operations






Revenue

9,398

7,629

2,498

-

19,525

Segment result

2,985

1,174

258

(5,316)

(899)

Finance income




12

12

Finance costs




(250)

(250)

Loss before tax




(5,554)

(1,137)

Taxation




(621)

(621)

Profit/(loss) for the year

2,985

1,174

258

(6,175)

(1,758)







Segment assets

5,400

10,787

15,688

-

31,875

Unallocated assets






- property, plant and equipment




2,647

2,647

- financial assets




47

47

- deferred tax asset




1,542

1,542

- debtors and prepayments




809

809

- cash and cash equivalents




4,158

4,158

Total assets

5,400

10,787

15,688

9,203

41,078







Segment liabilities

1,115

2,050

1,679

-

4,844

Unallocated liabilities






- borrowings




9,156

9,156

- derivative financial instruments




21

21

- creditors and accruals




2,455

2,455

- deferred consideration




200

200

Total liabilities

1,115

2,050

1,679

11,832

16,676







Other segment items






Capital expenditure






- tangible assets

471

340

518

211

1,540

- intangible assets

1,395

131

8,590

-

10,116

Depreciation

264

425

162

376

1,227

Amortisation of intangible assets

142

345

131

-

618

Other non-cash expenses






- share options

-

-

-

30

30



3. Earnings per share

Basic earnings per share amounts are calculated by dividing the net result for the period attributable to ordinary equity shareholders of the Company by the weighted average number of shares in issue during the period.  Diluted earnings per share amounts are calculated by dividing the result for the period attributable to ordinary equity shareholders by the weighted average number of ordinary shares outstanding during the period adjusted for the effects of dilutive options.

The calculation of basic and diluted earnings per share for each respective period is outlined in the table below:


Six months
ended
30 June
2014

Six months
ended
30 June
2013

Year
ended
31 December
2013

Earnings/(loss) (£'000)

533

293

(1,758)

Basic earnings per share




Weighted average number of shares ('000s)

313,433

204,783

237,826

Earnings/(loss) per share (pence)

0.17

0.14

(0.74)

Diluted earnings per share




Weighted average number of shares ('000s)

313,433

204,783

237,826

Dilutive options adjustment ('000s)

7,098

3,951

-

Weighted average number of shares adjusted
for dilutive options ('000s)

320,531

208,734

237,826

Diluted earnings/(loss) per share (pence)

0.17

0.14

(0.74)

IAS 33 Earnings per share requires presentation of diluted earnings per share when a company could be called upon to issue shares that would decrease net profit or increase net loss per share.   Assuming that option holders will not exercise out of the money options, no adjustment has been made to the diluted earnings per share for out of the money share options.

4. Acquisition of subsidiaries

The fair value of the assets and liabilities in relation to the acquisition of Inverclyde Biologicals Limited on 26 April 2013 were determined in the consolidated financial statements of the Group for the year ended 31 December 2013 and no adjustment to these values has been deemed necessary.

The fair values of the assets and liabilities in relation to the acquisition of Vindon Healthcare plc on 17 September 2013 were determined in the consolidated financial statements of the Group for the year ended 31 December 2013 and no adjustment to these values has been deemed necessary.

5. Half Year Report

Copies of the Half Year Report for the six months ended 30 June 2014 will be posted on the Group's website at www.sourcebioscience.com

--- ENDS ---



Glossary

Antibodies

Proteins that are found in blood or other bodily fluids; they are naturally used by the immune system to identify and neutralise foreign objects, such as bacteria and viruses. Experimentally, antibodies are also used as highly specific probes for detecting proteins of interest in tissues.  A wide range of antibodies with a large variety of cellular targets is available to research scientists through distributors such as Source BioScience.

BD FocalPoint™

An automated imaging system for screening BD SurePath™ liquid based cytology slides.   Using complex algorithms it interprets the images of each slide using the same morphologic features used during screening with the human eye.  It can archive up to 25% of cases as requiring "no further review" ('NFR') which then do not need to  be manually primary screened.

BRAF

The BRAF gene encodes a signalling protein. Mutations of the BRAF gene are quite common in melanoma and colorectal cancer. In colorectal cancer, such mutations make a tumour resistant to inhibitors of the EGFR signalling pathway.

Bioinformatics

The application of information technology, and computer science, to the field of molecular biology.  Common activities in bioinformatics include mapping and analysing DNA and protein sequences, aligning different DNA sequences to compare them and handling and analysing huge data sets generated by the latest genomic technologies.

Biomarkers

Biomarkers often refer to substances found in blood, urine or tissue, changes in which may be used to indicate presence of disease or response to treatment. More generally the term biomarker refers to any molecule that can be used to monitor a particular cellular process and may be a protein, DNA or RNA molecule.

Bio-repository

A biological materials repository that collects, processes, stores and distributes bio-specimens to support future scientific investigation.

Blood Bank

A cache or bank of blood components, gathered as a result of blood donation or collection, stored and preserved for later use.

Blood group serology reagents

A group of reagents which are used to test for the presence or absence of antigens in the blood and determine the blood group. 

CYP2D6

Breast cancer patients with certain genetic variations in the CYP2D6 gene may be slow metabolisers of the drug tamoxifen to its active metabolite endoxifen.  In this case changes to the treatment regime may be indicated because the efficacy of the drug is reduced.

Capillary Electrophoresis DNA Sequencing

(also known as Sanger sequencing or conventional sequencing)

DNA sequences are determined using a chemical reaction that results in an array of products that terminate in a different fluorescent coloured dye, which vary in size by one nucleotide.  The products are separated, like the rungs of a ladder, by passing them through a capillary with an electric current and determining the order in which they emerge.  This method remains the best way of inexpensively analysing large numbers of small sets of samples (see also Next Generation DNA Sequencing below).

Care Quality Commission ('CQC')

As a provider of healthcare laboratory and pathology services to the NHS, which is a regulated activity under the Health and Social Care Act 2008, we are required to be registered with the CQC, a government body established to regulate and inspect health and social care services in England, and ensure organisations maintain good standards and follow appropriate procedures. 



Circulating Tumour Cells ('CTC')

The identification of small numbers of cancer cells circulating in the blood has been shown to be of potential prognostic significance in breast cancer, colorectal or prostate cancer, and useful for monitoring response to drug therapy.

Clinical Pathology Accreditation
('CPA')

CPA is the accreditation body for clinical pathology services in the UK.  Accreditation involves audit of the ability of a laboratory to provide a service of high and consistent quality by declaring a defined standard of practice, which is performed by the CPA accreditation body.

Clone

A section of DNA sequence, such as a gene, that is isolated from an organism and can be endlessly replicated by genetic engineering techniques.

Clone libraries

A clone library is a collection of clones containing complementary DNA ('cDNA') (see below) and is often intended to represent the genes that are expressed within a given cell or tissue type at a given period.

Companion Diagnostic

A test based on a biomarker (which might be a protein, DNA or RNA molecule), the presence or absence of which is associated with the likely efficacy of a drug or other treatment.  Companion diagnostics are useful in stratifying patients into groups which are known to respond in a particular way to a drug.  A good example of such a test from the Source BioScience breast cancer portfolio is the HER2 test, which assesses levels of the HER2 protein, expression of which is correlated with response to Herceptin™.

Cryobank

A bank of cells or whole tissues which are stored at sub-zero temperatures to reduce the amount of chemical reactivity in order to preserve them. 

Deoxyribo Nucleic Acid  (DNA) and complementary DNA  (cDNA)

DNA is a large, complex molecule which, by virtue of a unique sequence of building blocks, contains all the genetic information required to create a cell or organism.  cDNA can be made from all the genes in a genome, from a single gene, or from part of a gene.  cDNA is DNA that has been synthesised artificially using an RNA template (see below) from the gene(s) selected.

Duty of Care Review

An audit of a specific pathologist's practice.  Pathology departments have a duty of care to patients whose treatment or clinical management may need to be changed in the light of revised opinions arising from a review of a pathologist's or team's work.   Where good practice is suspected to have broken down it may be necessary to arrange a systematic review of cases to fulfil a department's duty of care to their patients.  Source BioScience offers a full duty of care review service to pathology departments that need specialist second opinion in these circumstances. 

EGFR mutation testing

Human EGFR is a cellular transmembrane receptor found on the surface of cells. Clinicians wishing to prescribe gefitinib (Iressa™) for lung cancer patients are required to confirm the presence of a number of y mutations found in the tyrosine kinase domain on the EGFR gene.

Fluorescence in situ Hybridisation
('FISH')

In situ hybridisation ('ISH') is a powerful technique, not unlike immunohistochemistry (below), for visualising the presence of specific sequences of DNA or RNA in cells.  The technique uses short synthetic sequences of DNA or RNA which will bind, or hybridise, to the tissue with high specificity for the DNA or RNA of interest within the issue.  Fluorescent 'tags' are attached to these synthetic sequences, allowing them to be visualised with a special microscope, even when present at very low levels (FISH).

GenomeCube®

Source BioScience's proprietary database, search engine and e-commerce tool for Life Science products.  GenomeCube® contains over 26 million clones and over 120,000 antibodies all of which contain downloadable annotation. GenomeCube® is available in foreign language and foreign currency versions.



Genomics

The study of an organism's genome, where the genome of an organism is its whole hereditary information and is encoded in the DNA (see above) and RNA (see below).  This includes both the genes and the non-coding sequences of the DNA.

Genomic products and reagents

In this instance, DNA or RNA extracted and purified from a range of species and provided in a variety of forms for research purposes.

Genotyping and sequencing

DNA sequencing is the process of precisely determining the order of the building blocks, or nucleotides, of an organism's DNA.  The method can be used to determine short sequences of DNA or, in larger experiments, to sequence the entire genome of an organism.  Genotyping, in turn, is the process whereby DNA is characterised and then compared to reference data or, if large numbers of samples are genotyped, the data can be examined for patterns which might lead to discoveries of the fundamental causes of inherited diseases.  Genotyping is commonly performed by PCR (below) or DNA sequencing.

Good Clinical Practice ('GCP')

GCP is an international ethical and scientific quality standard for designing, conducting, recording and reporting clinical trials that involve the participation of human subjects. Compliance with this standard provides public assurance that the rights, safety and well-being of trial subjects are protected, consistent with principles that have their origin in the Declaration of Helsinki. Compliance with the principles of GCP is assured via monitoring by a governmental agency, the Medicines and Healthcare products Regulatory Agency ('MHRA').

Good Laboratory Practice ('GLP')

GLP is a set of principles that provides a framework within which laboratory studies are planned, performed, monitored, recorded, reported and archived. These studies are undertaken to generate data by which the hazards and risks to users can be assessed for pharmaceuticals (only preclinical studies). GLP helps assure regulatory authorities that data submitted is a true reflection of the results obtained during the study and can therefore be relied upon when making risk/safety assessments. Compliance with the principles of GLP is assured via monitoring by the Medicines and Healthcare products Regulatory Agency ('MHRA').

Good Manufacturing Practice ('GMP')

GMP is that part of Quality Management which ensures that products are consistently produced and controlled to the quality standards appropriate to their intended use and as required by the Marketing Authorisation, Clinical Trial Authorisation or product specification.  GMP ensures that medicinal products do not place patients at risk due to inadequate safety, quality or efficacy.  Compliance with the principle of GMP is assured via monitoring by the appropriate regulatory agency, e.g. Medicines and Healthcare products Regulatory Agency ('MHRA').

Histopathology

The study of changes in tissues and cells as a consequence of some disease or toxic processes.

Human Epidermal Growth Factor Receptor 2  (HER2)

HER2 is a protein the over-expression of which within a breast or gastric/gastro-oesophageal tumour sample may indicate a patient is suitable for treatment with Herceptin™.  A test for such over-expression is carried out on all new breast cancer patients or patients with advanced stomach cancer.

Human Papilloma Virus ('HPV')

HPV is a family of viruses that commonly infect human tissues. Several members of this family in particular genotype 16 & 18  are sexually transmitted and persistent infection with these subtypes plays a key role in the development of cervical intraepithelial neoplasia (CIN) and invasive cancer of the cervix. HPV infection is also associated with other cancers, including those of the head and neck.



Human Tissue Authority ('HTA')

The HTA licenses organisations that store and use human tissue for purposes such as research, patient treatment, post-mortem examination, teaching and public exhibitions. The HTA also inspects organisations to check that they maintain good standards and follow appropriate procedures against the legislation of the Human Tissue Act 2004.

ICH Tripartite Guidelines

Guidelines created by the International Conference on Harmonisation of Technical Requirements for Registration of Pharmaceuticals for Human Use ('ICH') to promote good clinical practice. 

Immunohistochemistry ('IHC')

IHC is a technique for visualising proteins and other molecules in thin sections of tissue.  This technique uses antibodies raised in other species against the protein of interest as a tool, and exploits their exquisite sensitivity and specificity for binding to that protein.

K-RAS

K-RAS is a gene that produces an important cell signalling protein responsible for cell growth. The presence of a mutated form of the K-RAS gene in colorectal cancer may indicate that a patient is unsuitable for new anti-EGFR drugs such as Erbitux™ and Vectibix™.

Liquid based cytology ('LBC')

LBC is a process for collecting and processing cervical cytology samples from epithelial tissues.   It produces a cleaner preparation of cells, without the other materials which frequently contaminate the sample such as blood or mucus.

Microarray 

Microarrays are a microscopic series of nucleic acid spots of known sequence which are deposited in a regular array typically onto a glass slide. A DNA or RNA probe can then be hybridised to the slide which results in a DNA or RNA fingerprint of the sample in the probe enabling scientists to determine genotypes or gene expressions levels.

Next Generation DNA Sequencing ('NGS'), Illumina HiSeq2000™and Illumina MiSeq™

NGS refers generically to a set of recent technologies, in our case Illumina HiSeq2000™ and Illumina MiSeq™, in which extremely large numbers of short sequences can be determined in a single experiment; for example the Illumina HiSeq2000™ selected by Source BioScience can sequence two human genomes in ten days.

No further review ('NFR')

A unique feature of the BD FocalPoint™ automated cytology imaging platform that can identify up to 25% of cytology slides  that are considered to be negative.  These slides do not require further primary manual review, thereby improving the turnaround time and efficiency in the laboratory operations, saving time and cost for the NHS.

Overnight ServiceTM

Same day collection and processing service of DNA sequencing samples, resulting in data being available for download via the Source BioScience proprietary SpeedREADTM automated data delivery platform, by 9am the next day, including Saturdays.

Phosphate Buffered Serology Saline ('PBSS')

A standardised solution used as a wash solution for human red blood cells prior to blood grouping and serological antibody investigation.

Polymerase Chain Reaction ('PCR')

PCR is a laboratory technique which specifically and exponentially amplifies a single or a few copies of a segment of DNA.  The resulting product is an indicator of the presence of the original segment of DNA or the product can be used as the material for further experiments, for example genotyping or DNA sequencing.

Proteomics

The study of specific amino acids, proteins or the entire proteome (a complete translated genome, see above) of an organism.  Proteomic techniques include, for example, surveying complex biological samples for protein content, or determining the level of specific proteins in tissues using techniques like immunohistochemistry (IHC, see above).



reSourceTM

Brand name carried by the Source BioScience LifeSciences product portfolio.

RiboNucleic Acid  ('RNA')

RNA is a molecule similar to DNA, but is an intermediate product between the DNA of the gene, and the ultimate protein product of that gene.  The level of expression of a gene can be gauged by the amount of RNA synthesised from that gene, a process usually measured by quantitative real-time polymerase chain reaction ('Q-PCR').

RNA expression analysis

A process to measure the activity of a number of genes simultaneously, generating a global picture of cellular function.  The expression analyses, or profiles, can distinguish between cells that are actively dividing, for example, or show how the cells react to a particular treatment.  Testing of genome-wide RNA expression levels has historically been performed by microarray analysis but the experiments are now as likely to be performed by NGS.

Serology

The study of general antigen-antibody reactions in a laboratory setting and the specific blood test conducted to test for the presence of antibodies.  A serology test is performed to determine a patient's blood type and to test for and identify an infection. 

Stability storage services

The provision of validated ICH standard environmental facilities which vary in environmental factors, such as temperature, humidity and light. The purpose of stability testing is to provide evidence on how the quality of a substance or  product varies with time in different environments and to establish a shelf life for the substance or product and recommend appropriate storage conditions.

Stability storage products

A range of modular walk-in and reach-in rooms and cabinets sold, serviced and validated by Source BioScience which are used by customers to achieve ICH standard environments in their own facilities for their own internal stability storage projects.

Validation

Installation Qualification (IQ), Calibration Qualification (CQ), Operational Qualification (OQ) and Performance Qualification (PQ) and all elements of equipment validation used in laboratory processes. Validation of equipment and environments, and the subsequent documentation, is an essential element of stability storage projects.


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