TIDMAGI

RNS Number : 7451N

AGI Therapeutics plc

07 September 2011

AGI Therapeutics

Interim financial results for the six months ended 30 June 2011

Dublin, Ireland, 7 September 2011 - AGI Therapeutics plc ("AGI" or "the Company") (AIM, ESM: AGI), a speciality pharmaceutical development company, today announces interim financial results for the six months ended 30 June 2011.

Financial summary

-- Cash and short-term deposits at 30 June 2011 of $9.3 million (31 December 2010: $10.0 million)

-- R&D spend $0.7 million (2010: $0.9 million)

-- G&A spend $0.5 million (2010: $0.6 million)

-- Loss per ordinary share $0.015 (2010: $0.046)

Operational summary

-- During the first six months of 2011 AGI began implementing its new strategy announced in late 2010. The Company has re-focused its research and development efforts in the area of specialty indications with unmet medical needs, with particular focus on treatments which qualify for Orphan drug status.

-- The first six months of 2011 were dominated by the pre-clinical evaluation of AGI-350,, a novel presentation of an existing marketed drug which AGI is developing to treat a significant unmet medical need in the critical care setting.

-- AGI has completed preliminary development and in-vitro evaluation of a form and formulation of AGI-350 which is specifically designed to provide effective and efficient delivery of the drug to the lung.

-- AGI entered into a technology access agreement with Aerogen Ltd. to provide specialized aerosol technology for the administration and delivery of AGI-350 to ventilated patients in the Intensive Care Unit (ICU) setting. This proprietary technology is being customized for use with AGI-350 in the target patient population and prototypes have been developed for pre-clinical evaluation.

-- Furthermore, AGI has initiated a pre-clinical programme for AGI-350 which is ongoing. A model of the target condition has been developed and is being employed to characterise AGI-350 and generate key proof of concept data to inform subsequent clinical development. Once this phase of evaluation is completed in H2 2011, AGI will consider the next steps for this programme, which may involve advancing the product into human trials.

-- AGI continues to explore other opportunities to develop products for use in the critical care setting. Management believes this is an area that is under-served by currently available products.

-- During the first six months AGI continued to exercise vigilance over the use of its existing cash resources. Total cash absorbed by operations was $0.9 million in the first six months of 2011, a decrease of 18% over the same period in 2010. In addition, since 30 June, AGI reported the sale of certain intellectual property assets, no longer regarded as core, to Warner Chilcott for $300,000. This will result in a gain on disposal of intellectual property of approximately $54,000, which will be recognised in the second half of the year.

Commenting on the announcement today, John Devane, CEO of AGI stated; "The first six months of 2011 saw AGI take its first steps to rebuilding the product pipeline and steering the Company towards being a specialist development company with an emphasis on Orphan needs and critical care applications. We are encouraged with our progress to date."

- Ends -

Contact Information:

 
 AGI Therapeutics plc.          Tel: +353 1 449 3254 
 David Kelly, Chief Financial 
  Officer 
 
 Davy                           Tel: +353 1 614 8761 
  John Frain 
 
 

About AGI Therapeutics plc

AGI is a specialty pharmaceutical company which is focused on the development and commercialisation of differentiated drug products to treat unmet medical needs, including treatments for conditions which qualify for Orphan Drug status.

The Company's lead programme, AGI-350, is being developed to treat a significant unmet medical need in the critical care setting, in particular for patients who require ventilation support.

AGI's common shares are listed on the Alternative Investment Market of the London Stock Exchange (AIM) and on the Enterprise Securities Market (ESM) of the Irish Stock Exchange as AGI.

For further information please see www.agitherapeutics.com.

Statements contained within this press release may contain forward-looking comments which involve risks and uncertainties that may cause actual results to vary from those contained in the forward-looking statements. In some cases, you can identify such forward-looking statements by terminology such as 'may', 'will', 'could', 'forecasts', 'expects', 'plans', 'anticipates', 'believes', 'estimates', 'predicts', 'potential', or 'continue'. Predictions and forward-looking references in this press release are subject to the satisfactory progress of research which is, by nature, unpredictable. Forward projections reflect management's best estimates based on information available at the time of issue.

Financial review

For the six months ended 30 June 2011

Basis of preparation and International Financial Reporting Standards (IFRS)

The financial information for the six months ended 30 June 2011 has been prepared in accordance with IAS 34 "Interim Financial Statements" (IAS 34) as adopted by the European Union.

Operating performance

Revenue

AGI did not record any revenue in the six months ended 30 June 2011. For the six months to 30 June 2010 AGI recognised $67,200 relating to license fees for access to certain intellectual property.

Research and development expenses

Total Research and Development (R&D) expenses for the six months to 30 June 2011, were $0.7 million (2010: $0.9 million). R&D costs in this period arose primarily on the pre-clinical investigation of AGI-350.

General and administrative expenses

General and Administrative (G&A) expenses in the first six months of 2011 were $0.5 million (2010: $0.6 million). This decrease is attributable to continued efforts by AGI to reduce its cost base.

Interest income and other income / (expense)

The Company earned interest on its cash balances amounting to $12,000 in the first six months of 2011 (2010: $33,000). Interest income has fallen as cash balances have reduced and interest rates for cash deposits declined in 2011 compared to 2010. Other income/(expense) relates to an unrealised gain of $176,000 in 2011 (2010: $546,000 loss) arising from the translation of certain cash balances, which AGI still holds in euro, into dollars at the period end.

Intangible asset impairment charge

A charge of $1.1 million was recognised in the first half of 2010 primarily relating to the write off of intellectual property associated with Rezular. No impairment charge arose in the same period in 2011.

Taxation

The Company has incurred losses to date and continues to incur losses. Because of these losses no charge for tax arose in the first six months of 2011 or 2010.

Share based compensation expense

The Company accounts for the fair value of option grants as a charge in the income statement, using the Black-Scholes option-pricing model. A charge of $0.2 million was expensed during the first half of 2011 (2010: $0.3 million) in respect of share based compensation expense, split between R&D and G&A expenses.

Operating cash flow

Net cash outflow from operating activities in the six-month period ended 30 June 2011, was $0.9 million (2010: $1.1 million), which consisted principally of the loss from operations and changes in working capital balances. At 30 June 2011, AGI had cash and short-term deposits of $9.3 million, (31 December 2010: $9.9 million). The Directors have considered the Company's cash position and are satisfied that it is sufficient to meet the Company's financial obligations for at least the coming twelve months.

Post balance sheet events

On 27 July 2011, the Company completed the divestment of a portfolio of patents to Warner Chilcott for consideration of approximately $0.3 million. This will result in a gain on disposal of intellectual property of approximately $54,000, which will be recognised in the second half of the year.

UNAUDITED CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT

For the six months ended 30 June 2011

 
                                             Period     Period 
                                              ended      ended 
                                            30 June    30 June 
                                               2011       2010 
                                   Notes      $'000      $'000 
================================  ======  =========  ========= 
   Revenue - continuing 
    operations                                    -         67 
 
   Operating expenses 
    Research and development 
    expenses 
    (share based payment 
    charge of $108,000 
    (2010: $148,000))                           687        891 
 General and administrative 
  expenses 
  (share based payment 
  charge of $98,000 
  (2010: $131,000))                             523        618 
 Impairment and other 
  restructuring charges              4            -      1,129 
--------------------------------  ------  ---------  --------- 
 Total operating expenses                   (1,210)    (2,638) 
--------------------------------  ------  ---------  --------- 
   Loss from operating 
    activities - continuing 
    operations                              (1,210)    (2,571) 
 
   Finance income and 
    expense 
    Interest income                              12         33 
   Other income/(expense)                       176      (546) 
--------------------------------  ------  ---------  --------- 
   Net finance income/(expense)                 188      (513) 
 
   Loss before income 
    tax                                     (1,022)    (3,084) 
================================  ======  =========  ========= 
 Income tax                                       -          - 
================================  ======  =========  ========= 
   Net loss for the period 
    - all attributable 
    to equity holders 
    of the company                          (1,022)    (3,084) 
 
   Basic and diluted 
    loss per ordinary 
    share: 
--------------------------------  ------  ---------  --------- 
   Basic and diluted 
    loss per share (US$ 
    cents)                           5        (1.5)      (4.6) 
 

The accompanying notes are an integral part of these interim financial statements

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 30 June 2011

 
                                Period     Period 
                                 ended      ended 
                               30 June    30 June 
                                  2011       2010 
                                 $'000      $'000 
===========================  =========  ========= 
 
   Net loss for the period     (1,022)    (3,084) 
===========================  =========  ========= 
   Total comprehensive 
    loss for the period 
    - all attributable 
    to equity holders 
    of the company             (1,022)    (3,084) 
 
 

The accompanying notes are an integral part of these interim financial statements

UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEET

As at 30 June 2011

 
                                         30 June   31 December 
                                            2011          2010 
                                Notes      $'000         $'000 
-----------------------------  ------  ---------  ------------ 
   Non-current assets 
   Intangible assets              4          241           271 
   Total non-current assets                  241           271 
-----------------------------  ------  ---------  ------------ 
 
   Current assets 
   Other current assets                       32            38 
   Cash and cash equivalents               9,251         9,965 
   Total current assets                    9,283        10,003 
-----------------------------  ------  ---------  ------------ 
 Total assets                              9,524        10,274 
-----------------------------  ------  ---------  ------------ 
 
   Shareholders' equity 
   Share capital                             992           992 
   Share premium                          75,194        75,194 
   Share-based compensation 
    reserve                                5,720         5,514 
   Retained deficit                     (72,690)      (71,668) 
-----------------------------  ------  ---------  ------------ 
 Total shareholders' 
  equity                                   9,216        10,032 
-----------------------------  ------  ---------  ------------ 
 
 Current liabilities 
 Trade and other payables                    308           242 
   Total current liabilities                 308           242 
-----------------------------  ------  ---------  ------------ 
 Total liabilities                           308           242 
   Total shareholders' 
    equity and liabilities                 9,524        10,274 
-----------------------------  ------  ---------  ------------ 
 
 

The accompanying notes are an integral part of these interim financial statements

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS

 
 For the six months ended 30 
  June 2011 
                                       Period     Period 
                                        ended      ended 
                                      30 June    30 June 
                                         2011       2010 
                                        $'000      $'000 
----------------------------------  ---------  --------- 
   Loss for the period                (1,022)    (3,084) 
   Adjustments to reconcile loss 
    to net cash used in operating 
    activities: 
   Depreciation of property, 
    plant and equipment                     -          1 
   Amortisation and write off 
    of intangible assets                   30      1,246 
   Interest income                       (12)       (33) 
   Foreign currency (gain)/loss         (176)        546 
   Share-based payment expense            206        280 
   Operating cash outflow before 
    changes in working capital          (974)    (1,044) 
   Increase in other current 
    assets                                (6)        (7) 
   Increase/(decrease) in trade 
    and other payables                     66       (44) 
   Cash absorbed by operations          (914)    (1,095) 
   Interest received                       24         44 
 Net cash outflow from operating 
  activities                            (890)    (1,051) 
----------------------------------  ---------  --------- 
   Cash and cash equivalents 
    at the beginning of period          9,965     11,972 
   Effect of foreign exchange 
    rate changes                          176      (546) 
----------------------------------  ---------  --------- 
 Cash and cash equivalents 
  at the end of the period              9,251      10375 
----------------------------------  ---------  --------- 
 
 
 

The accompanying notes are an integral part of these interim financial statements

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

For the six months ended 30 June 2011

 
                               Ordinary              Share Based 
                                  Share     Share   Compensation   Retained     Total 
                      Number    Capital   Premium        Reserve    Deficit    Amount 
                   of Shares      $'000     $'000          $'000      $'000     $'000 
 Balance at 31 
  December 
  2009            67,412,783        992    75,194          4,994   (68,066)    13,114 
 Comprehensive 
  income: Loss 
  for the 
  period                   -          -         -              -    (3,084)   (3,084) 
                 ===========  =========  ========  =============  =========  ======== 
 Total 
  comprehensive 
  loss                                                                        (3,084) 
 Transactions 
 with owners 
 recognised 
 directly in 
 equity: 
 Share-based 
  compensation             -          -         -            279          -       279 
---------------  -----------  ---------  --------  -------------  ---------  -------- 
 Balance at 30 
  June 2010       67,412,783        992    75,194          5,273   (71,150)    10,309 
 Comprehensive 
  income: Loss 
  for the 
  period                   -          -         -              -      (518)     (518) 
                 ===========  =========  ========  =============  =========  ======== 
 Total 
  comprehensive 
  loss                                                                          (518) 
 Transactions 
 with owners 
 recognised 
 directly in 
 equity: 
 Share-based 
  compensation             -          -         -            241          -       241 
---------------  -----------  ---------  --------  -------------  ---------  -------- 
 Balance at 31 
  December 
  2010            67,412,783        992    75,194          5,514   (71,668)    10,032 
 Comprehensive 
  income: Loss 
  for the 
  period                   -          -         -              -    (1,022)   (1,022) 
                 ===========  =========  ========  =============  =========  ======== 
 Total 
  comprehensive 
  loss                                                                        (1,022) 
 Transactions 
 with owners 
 recognised 
 directly in 
 equity: 
---------------  -----------  ---------  --------  -------------  ---------  -------- 
 Share-based 
  compensation             -          -         -            206          -       206 
---------------  -----------  ---------  --------  -------------  ---------  -------- 
 Balance at 30 
  June 2011       67,412,783        992    75,194          5,720   (72,690)     9,216 
---------------  -----------  ---------  --------  -------------  ---------  -------- 
 
 

The accompanying notes are an integral part of these interim financial statements

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months ended 30 June 2011

1 BASIS OF PREPARATION

These unaudited condensed consolidated interim financial statements (the interim financial statements) have been prepared in accordance with IAS 34, "Interim Financial Reporting" (IAS 34) as adopted by the European Union (EU). The interim financial statements do not include all of the information required for full annual financial statements.

These interim financial statements are presented in US dollars rounded to the nearest thousand, being the functional currency of the parent company and the group companies. They are prepared on the historical cost basis, except for share based payments, which are stated at fair value.

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results could differ materially from these estimates. In preparing these interim financial statements, the significant judgements made by management in applying our accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2010.

The comparative amounts included for the year ended 31 December 2010 do not constitute statutory financial statements of the Company within the meaning of Regulation 40 of the European Communities (Companies: Group Accounts) Regulations, 1992. Statutory financial statements for the year ended 31 December 2010 have been filed with the Companies Office. The auditor's report on those financial statements was unqualified and did not contain an emphasis of matter paragraph.

2 SIGNIFICANT ACCOUNTING POLICIES

The accounting policies applied in these interim financial statements are the same as those applied in the consolidated financial statements as at and for the year ended 31 December 2010, as set out on pages 29 to 33 of the 2010 Annual Report, except for the impact of the standards described below.

The following new interpretations and amendments to standards are mandatory for the first time for the financial year beginning 1 January 2011.

-- IFRIC 19: Extinguishing Financial Liabilities with Equity Instruments.

-- Revised IAS 24: Related Party Disclosures.

-- Amendment to IFRIC 14: Prepayments of a Minimum Funding Requirement.

-- Amendment to IAS 32: Financial Instruments: Presentation: Classification of Rights Issues.

-- The IASB's third annual improvement project, Improvements to IFRS (issued 2010).

The adoption of these amendments to standards and interpretations did not impact on the Company's financial position or results from operations.

3 OPERATING SEGMENTS

The Group is managed as a single business unit engaged in the development of pharmaceutical products. Accordingly, the Group operates in one reportable segment. Dr. John Devane has been identified as the Chief Operating Decision Maker. There were no changes in the basis of segment reporting during the interim period ended 30 June 2011.

4 IMPAIRMENT AND OTHER RESTRUCTURING CHARGES

There were no impairment or restructuring charges in the first six months of 2011. A charge of $1.1 million was recognised in the first half of 2010 (2009: $0.4 million), primarily relating to the write off of intellectual property associated with Rezular. In 2010 AGI wrote off the carrying value of its intangible assets associated with Rezular and other programmes, which resulted in a non-cash impairment charge of $1.1 million in the six-month period to 30 June 2010. The remaining intangible assets, associated with ongoing early stage development programmes, amounted to $0.2 million at 30 June 2011.

 
                                  30 June  30 June 
                                     2011     2010 
                                     $000     $000 
================================  =======  ======= 
 
Impairment of intangible assets         -    1,129 
 
Total impairment charges                -    1,129 
 
 
 

5 LOSS PER SHARE

Basic loss per share is computed by dividing the loss for the period available to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted loss per share is computed by dividing the loss for the period, by the weighted average number of ordinary shares outstanding and, when dilutive, adjusted for the effect of all potentially dilutive shares, including stock options, warrants, and convertible debt securities on an as-if-converted basis.

The following table sets forth the computation for basic and diluted loss per share for the six months ended 30 June 2011 and 2010:

 
                                                              30 June 
                                             30 June 2011        2010 
                                                     $000        $000 
===========================================  ============  ========== 
Numerator: 
Loss attributable to ordinary shareholders        (1,022)     (3,084) 
 
Denominator: 
===========================================  ============  ========== 
Denominator for basic-weighted 
 average number of shares                      67,412,783  67,412,783 
 
Basic and diluted loss per share: 
Basic and diluted loss per share 
 (US$ cents)                                        (1.5)       (4.6) 
-------------------------------------------  ------------  ---------- 
 
 

Potentially dilutive instruments, such as share options have not been treated as dilutive as the Company made a loss in both periods.

6 RELATED PARTY TRANSACTIONS

Transactions with founding members and shareholders

Frank Kenny, John O'Sullivan and Peter Sandys are Directors of the Company and are board nominees of Delta Partners, ACT Venture Capital and Seroba Bioventures respectively. Fees of $11,000 annually are paid by the Company to each of Delta, ACT and Seroba in respect of their nominees' appointments.

7 SUBSEQUENT EVENTS

On 27 July 2011, the Company completed the divestment of a portfolio of patents to Warner Chilcott for consideration of approximately $0.3 million. This will result in a gain on disposal of intellectual property of approximately $54,000, which will be recognised in the second half of the year.

8 APPROVAL

The unaudited condensed consolidated interim financial statements were approved by the directors on 6 September 2011.

Directors' Responsibility Statement

For the six months ended 30 June 2011

Statement of the directors in respect of the interim financial report:

Each of the directors, whose names and functions are listed on page 12 of our 2010 Annual Report, confirms that, to the best of our knowledge and belief:

 
              a)   the unaudited condensed consolidated interim 
                    financial statements, comprising the condensed 
                    consolidated interim income statement, the 
                    condensed consolidated interim statement of 
                    comprehensive income, the condensed consolidated 
                    interim balance sheet, the condensed consolidated 
                    interim statement of cash flows, the condensed 
                    consolidated interim statement of changes 
                    in shareholders' equity and the related notes 
                    thereto, have been prepared in accordance 
                    with IAS 34 - Interim Financial Reporting 
                    ("IAS 34"), as adopted by the EU. 
              b)   the interim management report includes a fair 
                    review of the following information: 
                   (i)                    an indication of 
                                          important events that 
                                          have occurred during 
                                          the six months ended 
                                          30 June 2011 and their 
                                          impact on the 
                                          condensed consolidated 
                                          interim financial 
                                          statements; and a 
                                          description of the 
                                          principal risks and 
                                          uncertainties for the 
                                          remaining six months 
                                          of the year; and 
                   (ii)                   related party 
                                          transactions that have 
                                          taken place in the six 
                                          months ended 30 June 
                                          2011 and that have 
                                          materially affected 
                                          the financial position 
                                          or performance of the 
                                          entity during that 
                                          period; and any 
                                          changes in the related 
                                          party transactions 
                                          described in the 2010 
                                          Annual Report that 
                                          could do so. 
 
 
 
 
 On behalf of the Board 
 
 
 
 
 
 Dr. John Devane                            David Kelly 
 Director                                   Director             6 September 
                                                                 2011 
 
 

Independent Auditor's Review Report to AGI Therapeutics, plc

Introduction

We have been engaged by AGI Therapeutics, plc (the "company") to review the condensed consolidated interim financial statements for the six months ended 30 June 2011, which comprise the condensed consolidated interim income statement, the condensed consolidated interim statement of comprehensive income, the condensed consolidated interim balance sheet, the condensed consolidated interim statement of cash flows, the condensed consolidated interim statement of changes in shareholders' equity and the related notes thereto. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed consolidated interim financial statements.

This report is made solely to the company in accordance with the terms of our engagement. Our review has been undertaken so that we might state to the company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company for our review work, for this report, or for the conclusions we have reached.

Directors' responsibilities

The half-yearly financial report, including the condensed consolidated interim financial statements contained therein, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half yearly financial report in accordance with the ESM Rules for Companies as issued by the Irish Stock Exchange and the AIM Rules for Companies as issued by the London Stock Exchange.

As disclosed in note 1 - basis of preparation, the annual consolidated financial statements of the company are prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union ("EU"). The directors are responsible for ensuring that the condensed consolidated interim financial statements included in this half-yearly financial report have been prepared in accordance with IAS 34 - Interim Financial Reporting, ("IAS 34"), as adopted by the EU.

Our responsibility

Our responsibility is to express to the company a conclusion on the condensed consolidated interim financial statements in the half-yearly financial report, based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in Ireland and the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently, does not enable us to obtain assurance that we would not become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated interim financial statements in the half-yearly financial report for the six months ended 30 June 2011 are not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the ESM Rules for Companies as issued by the Irish Stock Exchange and the AIM Rules for Companies as issued by the London Stock Exchange.

Sean O'Keefe

For and on behalf of,

KPMG

Chartered Accountants, Statutory Audit Firm

1 Stokes Place, St. Stephen's Green, Dublin 2, Ireland

6 September 2011

This information is provided by RNS

The company news service from the London Stock Exchange

END

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