Abzena
Written by
Abzena |
Rapid M&A and pipeline progress |
M&A/portfolio update |
Pharma & biotech |
15 December 2015 |
Share price performance
Business description
Next events
Analysts
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Abzena’s acquisition of PacificGMP in September for £5.5m and recent purchase of TCRS for £10m significantly enhances its technology and services offering, particularly GMP manufacturing capacity. The deals are immediately accretive to the group on an EBITDA basis, with full impact on revenues and EBIT margins expected in FY17. To fund the TCRS acquisition, the company completed a £20m (net) share placement. The Abzena inside antibody clinical pipeline has increased to 10, with two new products in Phase I studies. Our fair value increases from £105m to £130m, although due to the increased share count (+38.6m shares for placing and TCRS deal) our per share value is lowered from 108p to 95p.
Year end |
Revenue (£m) |
PBT* |
EPS* |
DPS |
P/E |
Yield |
03/14 |
5.3 |
(3.4) |
N/A |
0.0 |
N/A |
N/A |
03/15 |
5.7 |
(4.7) |
(5.89) |
0.0 |
N/A |
N/A |
03/16e |
9.1 |
(5.9) |
(4.28) |
0.0 |
N/A |
N/A |
03/17e |
16.5 |
(2.4) |
(1.53) |
0.0 |
N/A |
N/A |
Note: *PBT and EPS are normalised, excluding intangible amortisation, exceptional items and share-based payments.
Synergies from PacificGMP and TCRS deals
The PacificGMP acquisition boosts the service offering and should help Abzena capture more business. It provides access to existing PacificGMP businesses in US/Asia and, more importantly, it will expand Abzena’s core contracts globally by offering greater integrated services. The proposed acquisition of TCRS will allow GMP manufacturing capability for candidates emerging from Abzena’s existing antibody-drug-conjugate (ADC) technology. Both strategic moves create a more encompassing and integrated protein development and manufacturing service that should lead to an increase in contract volumes and value.
Abzena inside – a rapidly-growing clinical pipeline
The number of composite human antibodies in clinical development, created using Abzena’s protein engineering technology for its partners, has increased from eight to 10 candidates. Two further products have been revealed (we assume Phase I), being conducted by undisclosed US pharma and US biotech companies. SDP051 will soon advance into Phase II following Roche’s $105m upfront acquisition of Adheron Therapeutics. Abzena stands to receive low single-digit royalties on the successful development and commercialisation of antibodies being fully funded by its partners. Earliest product launches from partner Gilead are slated for 2019.
Valuation: Increased to £130m
Our fair value is increased to £130m (from £105m), although reduced on a per-share basis to 95p (vs 108p) due to the 35m share placement (to raise £20m net) and 3.6m shares issued to TCRS. The key driver of our increased valuation is the higher rNPV of Services (+£20m), due to the PacificGMP and TCRS deals, and value enhancements of £5m for Abzena inside (two new antibodies in the clinic and SDP051 moving to Phase II), offset by a double-digit increase in operating costs.
PacificGMP and TCRS…the missing links
Abzena's Antitope and Polytherics businesses offer specialised antibody technologies that are concerned with the engineering and development of human antibodies from cell lines (Antitope) and Thiobridge linker technologies for antibody-drug-conjugates (Polytherics). The full development of these ADCs requires scale-up from small laboratory quantities to larger ‘good manufacturing practice’ (GMP) levels of product. PacificGMP therefore provides the GMP manufacturing route for antibodies and TCRS will provide, after further investment from Abzena, GMP manufacturing for linkers and payloads and other conjugation technologies to produce these ADCs. Previously, clients would have had to identify another party for GMP production. A more comprehensive and integrated offer provides a better product offering for clients that should improve the prospects of service contracts.
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Exhibit 1: How PacificGMP and TCRS fit with Abzena’s antibody technologies |
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Source: Abzena |
PacificGMP acquisition
Abzena acquired PacificGMP in September 2015 for a cash consideration of $7.7m (£5m) plus 564,762 three-year warrants in Abzena shares (exercise price 80p/share for c £0.5m). PacificGMP is a San Diego-based CDMO (contract, development and manufacturing organisation) focused on developing/manufacturing biopharmaceutical products (eg monoclonal antibodies) for use in Phase I and II clinical trials. This will complement Abzena’s own protein engineering and bioconjugation technologies, while significantly expanding its downstream manufacturing capabilities beyond its cell line development offering. Abzena will now be able to offer a more integrated and broader service to its customers. In the 12 months to July 2015, PacificGMP generated revenue of $3.0m and had a net loss of $0.1m. However, the company expects the deal to be accretive to earnings at the EBITDA level in FY16.
TCRS acquisition
Abzena has also completed the acquisition of The Chemistry Research Solution (TCRS) (announced 24 November 2015) for $15m (£10m), comprising cash ($8.8m), new shares (3.6m), debt ($1.5m1) and restricted stock units over 0.9m shares ($0.9m). TCRS is a specialist contract chemistry and bioconjugation company based near Philadelphia, US, with expertise in producing and analysing antibody drug conjugates (ADCs). As with the PacificGMP acquisition, the TCRS deal broadens Abzena’s service capabilities and with $4m in capital expenditure will provide the company with additional GMP manufacturing capacity for ADCs. Abzena recently completed a £20m (net) share placement (Exhibit 2) to fund the acquisition (Exhibit 3) and operational cash requirements.
Debt was fully repaid on completion of the deal on 11 December 2015.
Exhibit 2: Completed share placing
Stock changes |
Units |
No. shares outstanding (current) |
97,484,855 |
Equity placing (@60p) (proceeds of £21m gross/£20m net) |
35,004,972 |
New shares as part of TCRS acquisition |
3,609,978 |
Number of shares outstanding post-placement and acquisitions |
136,099,805 |
Stock changes |
No. shares outstanding (current) |
Equity placing (@60p) (proceeds of £21m gross/£20m net) |
New shares as part of TCRS acquisition |
Number of shares outstanding post-placement and acquisitions |
Units |
97,484,855 |
35,004,972 |
3,609,978 |
136,099,805 |
Source: Abzena, Edison Investment Research
Exhibit 3: Financing structure for TCRS acquisition
TCRS acquisition m |
US$m |
£m |
Shares |
Cash |
8.8 |
5.87 |
|
Ordinary stock |
3.6 |
2.39 |
3,609,978 |
Restricted stock |
0.9 |
0.60 |
901,697 |
Long-term debt |
1.5 |
1.00 |
|
Acquisition cost of TCRS |
15 |
10 |
Source: Abzena, Edison Investment Research
Operational update and H116 results
In H116 (six months to September 2015), the company reported revenue of £3.5m, gross profit of £1.6m and operating loss of £4.0m. Adjusted for one-off costs associated with the acquisition of PacificGMP, operating loss came in at £3.5m. Revenues in the services business grew by 47% overall and 39% on a like-for-like basis. The key driver behind the revenue growth was immunology and cell line development. At the end of September, the company had £7.4m in cash.
Licensing portfolio update
There are now 10 Abzena inside antibody products in clinical development (Exhibit 4). Four of these products are being developed by three leading global biopharmaceutical companies: Gilead, Roche and one undisclosed. This is a strong endorsement of Abzena’s Composite Human Antibody technology platform and expertise in the field. Although there are inherent risks with the development of biopharma products across the industry, the development expertise and previous record of these companies in their respective disease areas should bode well for the likelihood of success of the Abzena inside portfolio.
Exhibit 4: Abzena inside – composite human antibodies in clinical development
Product |
Antibody target |
Company |
Potential indications |
Status |
Notes |
GS5745 |
MMP-9 |
Gilead Sciences |
Gastric cancer |
Phase III |
430-pt Phase III initiated in November 2015, estimated to complete H218. |
Ulcerative colitis (UC) |
Phase II/III |
1,600-pt Phase II/III study initiated in December 2015 in moderate-to-severe active UC; initial results estimated by mid-2018. April 2015: Gilead announces plans to initiate a Phase II/III trial based on encouraging 74-pt Phase Ib data. |
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Crohn's disease (CD) |
Phase II |
175-pt Phase II study initiated (Apr 2015) in moderate-to-severe CD; eight-week treatment period; primary endpoint = % clinical response + endoscopic response at week eight; data in H117. |
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Pancreatic cancer |
Phase Ib |
Trial ongoing (other Phase I studies also ongoing for COPD and RA). |
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Simtuzumab (GS-6624) |
LOXL2 |
Gilead Sciences |
Non-alcoholic steatohepatitis (NASH) |
Phase IIb |
2x Phase II studies initiated in 2012, with IV (n=259) and SC (n=222) formulations; enrolment complete; treatment for up to 240 weeks; primary endpoints = event-free survival (EFS); mean change in hepatic venous pressure gradient (HVPG) + morphometric collagen on liver biopsy. 70-pt Phase II trial initiated June 2015, in combination with GS-4997 (ASK-1 inhibitor); data in H216. |
Primary sclerosing cholangitis (PSC) |
Phase IIb |
235-pt study initiated in 2013, with SC formulation; enrolment complete; 96-week treatment; primary endpoint = collagen reduction in liver biopsy. |
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Idiopathic pulmonary fibrosis (IPF) |
Phase II |
500-pt study (RAINIER) initiated in 2013 with SC formulation; 80% enrolled; treatment for up to 254 weeks; primary endpoint = progression free survival (PFS). |
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OPN-305 |
TLR2 |
Opsona Therapeutics |
Delayed renal graft function (DGF) |
Phase II |
278-pt study initiated in 2012; primary endpoint = incidence of DGF/need for dialysis within first seven days following renal transplantation; data mid-2016. |
Myelodysplastic syndrome (MDS) |
Phase I/II |
40-pt Phase I/II study initiated in Jan 2015, in 2nd-line lower risk MDS; primary endpoint = dose and frequency based on DLT toxicity; data mid-2016. |
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VPI-2690B |
αVβ3 receptor |
Vascular Pharma |
Diabetic nephropathy |
Phase II |
Mar 2015: $9m series A extension; J&J has option to acquire on Phase II completion. 300-pt study initiated in 2014 for diabetic nephropathy in type I and II diabetic patients; 48-wk treatment period; primary endpoint = change from baseline in albuminuria; data H217. |
SDP051 |
Cadherin-11 |
Roche |
Rheumatoid arthritis, fibrotic conditions (NASH), cancer |
Phase II-ready |
Oct 2015: Roche acquires Adheron for SDP015. We assume Phase II will begin in 2016. Jan 2014 Phase I complete; safe and well-tolerated up to 10mg/kg per day. Preclinical studies demonstrate activity across cancer, rheumatoid arthritis and fibrotic conditions including NASH. |
NKTT120 |
iNKT cells |
NKT Therapeutics |
Sickle cell disease |
Phase Ib |
21-pt Phase I dosing/safety study ongoing; encouraging data from first 18 patients at ASH 2014; awaiting final data (H115); possible Phase II start in H215. |
TBI 304H |
CD163 |
Therapure Innovations |
Chemotherapy-induced anaemia |
Phase I |
Mar 2015: FDA approval for a Phase I study, single-centre, open-label, dose-escalation, to evaluate safety, tolerability and pharmacokinetics of TBI 304H. |
Undisclosed |
N/A |
US major pharma |
Neurodegenerative conditions |
Phase I |
|
Undisclosed |
N/A |
US major pharma |
Neurodegenerative conditions |
Phase I |
|
Undisclosed |
N/A |
US major biotech |
Immune system and inflammatory disorders |
Phase I |
Sources: Abzena presentation (Dec 2014), press release (Apr 2015), Edison Investment Research, clinicaltrials.gov
Valuation
Our fair value is adjusted to £130m (from £105m) or 95p per share (vs 108p). The value of the services business has increased by £20m due to the acquisition of PacificGMP and TCRS as well as to an upgrade in revenues in Biomanufacturing. However, we have also factored in additional costs that will be associated with expanding the business by increasing our assumptions on group SG&A and capex.
Exhibit 5: Abzena valuation metrics and key assumptions
rNPV (£m) |
rNPV per share (p) |
Key assumptions |
|
Services business |
55.9 |
41.1 |
3-phase DCF: 2016-2020 (6-10% growth), 2021-2025 (2-5% growth), 2% TV on 2025 FCF (steady-state); 10% WACC; 12-15% effective tax rate; 45% COGS; 75% of Group admin expense |
Licensed biological product royalties |
59.3 |
43.5 |
Risked-adjusted royalties (1-5%) on partner's product sales; 12.5% WACC; 12% effective tax rate; 50% of Group R&D expense (risk-adjusted); no milestones included |
Portfolio sub-total |
115 |
85 |
|
Cash (FY16e) |
14.4 |
10.6 |
FY16e (31 March 2016) |
Overall valuation |
130 |
95 |
136.1m shares outstanding (basic); post 35m equity issue and 3.6m issue to TCRS |
Source: Edison Investment Research
Our rNPV for product royalties has increased to £59m (vs £54m) as we now include the two products with leading US companies in Phase I, and the movement of SDP051 from Phase I to Phase II in 2016. The combined effect of these changes is to add a further £5m to our licensed biological royalty line. The probability of success of the two Phase I programmes has changed to 15% (vs 5% previously for preclinical) and launch dates have been brought forwards to 2022 (vs 2023 and 2024 previously). SDP051 moves from Phase I to Phase II-ready, which increases the probability from 15% to 25%, while the estimated launch date of 2023 has been brought forwards one year to 2022 (Exhibit 6). We await further announcements from Roche on next clinical development steps with this programme before reviewing our probabilities of success and estimates for clinical timelines and peak sales.
Exhibit 6: Abzena inside – valuation assumptions by product
Product/partner |
Status |
Peak sales ($m) |
Probability of success |
Launch date |
GS5745 – Gilead Sciences |
Phase III |
2,500 |
50% |
2019 |
Simtuzumab – Gilead Sciences |
Phase II |
3,000 |
35% |
2019 |
OPN-305 – Opsona Therapeutics |
Phase II |
750 |
35% |
2020 |
VPI-2690B – Vascular Pharmaceuticals |
Phase II |
1,000 |
35% |
2021 |
SDP051 – Roche/Adheron Therapeutics |
Phase II-ready |
1,000 |
25% |
2022 |
NKT120 – NKT Therapeutics |
Phase Ib |
250 |
25% |
2021 |
TBI 304H – Therapure Innovations |
Phase I |
1,000 |
15% |
2021 |
US major pharma partner |
Phase I |
1,000 |
15% |
2022 |
US Pharma |
Phase I |
750 |
15% |
2022 |
US Biotech |
Phase I |
750 |
15% |
2022 |
TRX-318 – Therapix Biosciences |
Preclinical |
1,000 |
10% |
2023 |
ANX005 – Annexon Biosciences |
Preclinical |
750 |
5% |
2023 |
New Product 1 (ADC) |
Preclinical |
1,000 |
5% |
2024 |
New Product 2 (ADC) |
Preclinical |
1,000 |
5% |
2025 |
New Product 3 (ADC) |
Preclinical |
1,000 |
5% |
2026 |
Source: Edison Investment Research, Abzena
A summary of the changes to our valuation model since we initiated coverage in March 2015 is summarised in Exhibit 7, showing the rapid creation of value, which supports the overall investment case (growing and advancing partnered pipeline) and strategic rationale behind the recent deals.
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Exhibit 7: Breakdown of fair value progression since March 2015 |
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Source: Edison Investment Research |
We note our valuation and financial models do not currently include the potential dilution effect from the exercise of warrants, or the issue of new shares under the performance-based incentive scheme, related to the PacificGMP and TCRS acquisitions.
For the PacificGMP acquisition the warrants cover 564,762 Abzena shares (0.58% of current issued share capital), which are valued at approximately £0.5m and valid for three years with an exercise price of 80p. Under the performance-based incentive scheme, PacificGMP's executives and key managers are eligible to receive up to 5,129,939 Abzena ordinary shares (5.3% of current issued share capital), dependant on the business's performance over the next two years.
On completion of the TCRS acquisition, Abzena will grant further restricted stock units over 901,697 ordinary shares to key employees of TCRS as part of an incentive plan, and depending on pre-agreed business targets and retention of specific employees.
Earnings revision
The main changes to our financial forecasts (Exhibit 8) are related to the recent acquisition of PacificGMP and imminent acquisition of TCRS. In the 12 months to July 2015, PacificGMP generated $3m in revenues. TCRS annualised revenue was $5.3m ($4m in 9M15) with an EBITDA margin around 23% ($0.9m 9M15).
Future revenue potential is expected to increase, given Abzena’s stronger business drive and the enhanced service offering that has resulted from the complementary integration of technology with manufacturing scale-up. We have assumed an immediate additional revenue benefit. In FY17, the first full year reflecting PacificGMP, we assume revenues of £3.4m (Pacific’s previous £2m run rate plus £0.8m additional revenues). The balance of revenues relates to expected growth in the pre-existing cell line development contract business. The addition of TCRS adds a further £5.1m to our FY17 revenues forecasts.
Exhibit 8: Changes to financial forecasts
£000s |
2015 |
2016e |
2017e |
2018e |
||||||
Old |
New |
% change |
Old |
New |
% change |
Old |
New |
% change |
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Revenues |
5,667 |
6,688 |
9,071 |
+36% |
7,462 |
16,530 |
+122% |
8,161 |
22,467 |
+175% |
Gross profit |
3,135 |
3,881 |
4,231 |
+9% |
4,374 |
8,565 |
+96% |
4,826 |
11,826 |
+145% |
Gross margin |
55% |
58% |
47% |
(20%) |
59% |
52% |
(12%) |
59% |
53% |
(11%) |
R&D |
(2,989) |
(3,138) |
(3,993) |
+27% |
(3,295) |
(3,394) |
+3% |
(3,460) |
(3,563) |
+3% |
SG&A |
(5,634) |
(5,775) |
(6,956) |
+20% |
(5,919) |
(8,347) |
+41% |
(6,038) |
(9,599) |
+59% |
Op profit (before GW/Excep) |
(4,795) |
(4,424) |
(5,987) |
+35% |
(4,260) |
(2,506) |
(41%) |
(4,128) |
(718) |
(83%) |
Net cash |
15,799 |
12,128 |
14,374 |
+19% |
8,451 |
9,995 |
+18% |
4,963 |
8,371 |
+69% |
Source: Edison Investment Research
Exhibit 9: Financial summary
£'000s |
2014 |
2015 |
2016e |
2017e |
2018e |
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Year end 31 March |
IFRS |
IFRS |
IFRS |
IFRS |
IFRS |
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PROFIT & LOSS |
|
|
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Revenue |
|
|
5,261 |
5,667 |
9,071 |
16,530 |
22,467 |
of which: Immunology |
2,196 |
2,940 |
4,238 |
4,662 |
5,035 |
||
Protein engineering |
932 |
1,218 |
1,290 |
1,380 |
1,463 |
||
Bioconjugation |
165 |
657 |
639 |
703 |
738 |
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Cell line development |
419 |
594 |
651 |
703 |
738 |
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Biomanufacturing (PacificGMP) |
1,091 |
3,382 |
5,073 |
||||
TCRS |
900 |
5,100 |
8,670 |
||||
Total Service revenues |
3,712 |
5,409 |
8,809 |
15,930 |
21,717 |
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Licenses/milestones/royalties |
1,549 |
258 |
262 |
600 |
750 |
||
Cost of Sales |
(1,697) |
(2,532) |
(4,840) |
(7,965) |
(10,641) |
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Gross Profit |
3,564 |
3,135 |
4,231 |
8,565 |
11,826 |
||
R&D expenses |
(2,601) |
(2,989) |
(3,993) |
(3,394) |
(3,563) |
||
SG&A expenses |
(4,787) |
(5,634) |
(6,956) |
(8,347) |
(9,599) |
||
EBITDA |
|
|
(3,116) |
(4,510) |
(4,953) |
(1,891) |
474 |
Operating Profit (before GW and except) |
|
(3,394) |
(4,795) |
(5,987) |
(2,506) |
(718) |
|
Intangible Amortisation |
(304) |
(504) |
(514) |
(569) |
(518) |
||
Depreciation |
(278) |
(285) |
(1,034) |
(615) |
(1,192) |
||
Exceptionals |
(426) |
0 |
(2,000) |
0 |
0 |
||
Operating Profit |
(4,124) |
(5,299) |
(8,501) |
(3,075) |
(1,236) |
||
Other |
0 |
0 |
0 |
0 |
0 |
||
Net Interest |
27 |
79 |
38 |
62 |
40 |
||
Profit Before Tax (norm) |
|
|
(3,367) |
(4,716) |
(5,949) |
(2,444) |
(678) |
Profit Before Tax (FRS 3) |
|
|
(4,097) |
(5,220) |
(8,464) |
(3,013) |
(1,196) |
Tax |
548 |
498 |
951 |
362 |
144 |
||
Profit After Tax (norm) |
(2,819) |
(4,218) |
(4,998) |
(2,083) |
(535) |
||
Profit After Tax (FRS 3) |
(3,549) |
(4,722) |
(7,513) |
(2,652) |
(1,053) |
||
Average Number of Shares Outstanding (m) |
1.4 |
71.6 |
116.8 |
136.1 |
136.1 |
||
EPS - normalised (p) |
|
|
N/A |
(5.89) |
(4.28) |
(1.53) |
(0.39) |
EPS - FRS 3 (p) |
|
|
N/A |
(6.59) |
(6.43) |
(1.95) |
(0.77) |
Dividend per share (p) |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
||
BALANCE SHEET |
|||||||
Fixed Assets |
|
|
10,139 |
10,432 |
25,670 |
27,985 |
28,775 |
Intangible Assets |
9,446 |
8,942 |
22,595 |
22,025 |
21,507 |
||
Tangible Assets |
693 |
1,490 |
3,075 |
5,960 |
7,268 |
||
Other |
0 |
0 |
0 |
0 |
0 |
||
Current Assets |
|
|
5,856 |
20,924 |
20,328 |
15,360 |
13,517 |
Stocks |
295 |
817 |
933 |
933 |
933 |
||
Debtors |
2,263 |
3,161 |
4,070 |
4,070 |
4,070 |
||
Cash |
2,757 |
15,799 |
14,374 |
9,995 |
8,371 |
||
Other |
541 |
1,147 |
951 |
362 |
144 |
||
Current Liabilities |
|
|
(1,278) |
(2,354) |
(4,550) |
(4,550) |
(4,550) |
Creditors |
(1,160) |
(2,354) |
(3,976) |
(3,976) |
(3,976) |
||
Short term borrowings |
0 |
0 |
0 |
0 |
0 |
||
Short term leases |
0 |
0 |
0 |
0 |
0 |
||
Other |
(118) |
0 |
(574) |
(574) |
(574) |
||
Long Term Liabilities |
|
|
(1,183) |
(1,153) |
(1,088) |
(1,088) |
(1,088) |
Long term borrowings |
0 |
0 |
0 |
0 |
0 |
||
Long term leases |
0 |
0 |
0 |
0 |
0 |
||
Other long term liabilities |
(1,183) |
(1,153) |
(1,088) |
(1,088) |
(1,088) |
||
Net Assets |
|
|
13,534 |
27,849 |
40,359 |
37,707 |
36,655 |
CASH FLOW |
|||||||
Operating Cash Flow |
|
|
(4,328) |
(4,859) |
(8,200) |
(1,921) |
444 |
Net Interest |
0 |
0 |
0 |
0 |
0 |
||
Tax |
251 |
(133) |
982 |
951 |
362 |
||
Capex |
(264) |
(1,082) |
(2,558) |
(3,500) |
(2,500) |
||
Acquisitions/disposals |
(6,133) |
0 |
(11,712) |
0 |
0 |
||
Financing |
10,670 |
19,037 |
20,000 |
0 |
0 |
||
Dividends |
0 |
0 |
0 |
0 |
0 |
||
Other |
(6) |
79 |
63 |
92 |
70 |
||
Net Cash Flow |
190 |
13,042 |
(1,425) |
(4,378) |
(1,625) |
||
Opening net debt/(cash) |
|
|
(2,754) |
(2,757) |
(15,799) |
(14,374) |
(9,995) |
HP finance leases initiated |
0 |
0 |
0 |
0 |
0 |
||
Other |
(187) |
0 |
0 |
0 |
(0) |
||
Closing net debt/(cash) |
|
|
(2,757) |
(15,799) |
(14,374) |
(9,995) |
(8,371) |
Source: Company accounts, Edison Investment Research
|