Quarterly Report • May 15, 2014
Quarterly Report
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Interim Report Q1 2014
| 2014 (unaudited) | 2013 (unaudited) | |
|---|---|---|
| Key figures in million NOK | Q1 | Q1 |
| Pre-tax loss | -4.4 | -9.7 |
| Total operating cost | -4.4 | -9.8 |
| Comprehensive income | 0 | 0.07 |
| Net cash flow from operating activities | -6.4 | -8.5 |
| Cash balance end of period | 5.2 | 9.5 |
During the first quarter, our work has been focused on securing financing, and to optimize the company's organizational structure and cost base.
On 28 October 2013 DiaGenic announced that its management and board of directors will seek to restructure the company, or divest all or selected company assets. As a consequence, the Board decided to give notice of termination to all the staff and management, but work to finalize ongoing projects and third party collaborations commenced in the notice period.
During first quarter all the staff and management left the company, and all inventory was sold.
Cash balance of NOK 5,2 million at the end of the quarter. Pre-tax earnings of NOK -4.4 in Q1 2014 compared with NOK -9.7 million in Q1 2013.
Comparative figures from the corresponding period last year are shown in parentheses.
The cash balance at the end of March 2014 was NOK 5,188 (NOK 9,514) and pre-tax loss was NOK -4,381 (NOK -9,701) for the quarter.
The average number of shares in the quarter was 8,159,873. As per the end of the period, the outstanding number of shares was 8,159,873. The Company's unaudited financial statements for the first quarter of 2014 are enclosed.
The final result of the rights offering was announced on 4 April. After the close of the subscription period a total of 100,000,000 offered shares at NOK 0.50 per share were allocated. It was subscribed for a total of 238,556,562 shares. The new share capital of NOK 21,631,947.60 and a total of 108,159,873 shares were registered on 11 April and the new shares issued were listed the same day.
The board of directors of DiaGenic ASA has called for a general meeting on 22 May 2014.
DiaGenic´s goal for the next 6 months is to continue the restructuring process of the company to enable the Company to pursue growth and development in its existing business, through new opportunities within biotech/pharmaceuticals or other areas.
Matters discussed in this report may constitute forward looking statements. The forward looking statements in this report are based on various assumptions, many of which are based upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult to predict and beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.
Oslo, 15th of May 2014 The Board of Directors
We confirm, to the best of our knowledge, that the financial statements for the period 1 January 2014 to 31 March 2014 have been prepared in accordance with IFRS, as adopted by the EU, and give a true and fair view of the Company's assets, liabilities, financial position and results of operations. Furthermore, we confirm that the Report of the Board provides a true and fair view of the development and performance of the business and the position of the Company, together with a description of the key risks and uncertainty factors that the Company is facing.
Øystein Stray Spetalen Board Member Hanne Skaarberg Holen Chairman Lars Christian Stugaard CEO Martin Nes Board Member Oslo, 15th of May 2014 The Board of Directors 4
| Note | 2014 | 2013 | 2013 | |
|---|---|---|---|---|
| (figures NOK thousands) | Q1 | Q1 | 1 Jan-31 Dec | |
| Operating Income | ||||
| Other operating income | 0 | 69 | 157 | |
| Total operating revenue | 0 | 69 | 157 | |
| Operating expenses | ||||
| Cost of goods sold | 0 | 394 | 554 | |
| Total cost of goods sold | 0 | 394 | 554 | |
| Operating costs | ||||
| Wages and social costs | 1 296 |
5 747 |
20 843 |
|
| Depreciation | 100 | 223 | 731 | |
| Impairment | 0 | 0 | 1 195 |
|
| Other operating costs | 3 041 |
3 460 |
14 019 |
|
| Total other operating costs | 4 437 |
9 431 |
36 788 |
|
| Total operating costs | 4 437 |
9 825 |
37 342 |
|
| Operating profit (loss) | -4 437 |
-9 755 |
-37 185 |
|
| Financial income | 58 | 109 | 743 | |
| Financial expenses | 2 | 55 | 190 | |
| Net financial income/expense | 56 | 54 | 553 | |
| Pre-tax profit (loss) | -4 381 |
-9 701 |
-36 633 |
|
| Income tax costs (benefits) | 0 | 0 | 0 | |
| Net profit (loss) | -4 381 |
-9 701 |
-36 633 |
|
| Other comprehensive income | 0 | 0 | 1 030 |
|
| Comprehensive income | -4 381 |
-9 701 |
-37 662 |
|
| Net profit per share (figures in NOK) | 4 | -0.54 | -3.59 | -5.66 |
| Net profit per share after delution | 4 | -0.54 | -3.59 | -5.66 |
Condensed Financial Statements - Q1 2014
| Note | 2014 | 2013 | 2013 | |
|---|---|---|---|---|
| (figures NOK thousands) | 31. March | 31. March | 31 Dec | |
| Assets | ||||
| Fixed assets | ||||
| Software | 0 | 469 | 0 | |
| Fixed assets | 0 | 1 577 |
335 | |
| Total non-current assets | 0 | 2 046 |
335 | |
| Current assets | ||||
| Inventory | 3 | 0 | 343 | 0 |
| Trade receivables | 0 | 58 | 56 | |
| Other receivables | 2 482 |
4 005 |
3 340 |
|
| Cash and cash equivalents | 5 188 |
9 514 |
11 492 |
|
| Total current assets | 7 670 |
13 919 |
14 888 |
|
| Total assets | 7 670 |
15 965 |
15 223 |
|
| Equity and liabilities | ||||
| Equity | ||||
| Share capital | 2 | 1 632 |
13 512 |
1 632 |
| Paid in equity | 2 | 44 909 |
37 313 |
44 705 |
| Retained earnings | -42 353 |
-45 628 |
-37 662 |
|
| Total equity | 4 188 |
5 197 |
8 675 |
|
| Provisions | ||||
| Pension liabilities | 0 | 1 138 |
0 | |
| Total provisions | 0 | 1 138 |
0 | |
| Liabilities | ||||
| Accounts payable | 803 | 1 655 |
277 | |
| Social security, VAT etc. payable | 578 | 1 123 |
1 673 |
|
| Other current liabilities | 2 101 |
6 851 |
4 600 |
|
| Total current liabilities | 3 482 |
9 630 |
6 549 |
|
| Total current equity and liabilities | 7 670 |
15 965 |
15 223 |
| Note | 2014 | 2013 | 2013 | |
|---|---|---|---|---|
| (figures NOK thousands) | Q1 | Q1 | 1.1.-31.12. | |
| Cash flow from operating activities | ||||
| Pre-tax profit (loss) | -4 381 |
-9 701 |
-37 662 |
|
| Ordinary depreciation | 0 | 223 | 731 | |
| Impairment of fixed assets | 100 | 0 | 1 195 |
|
| Fair value granted option rights | 0 | 183 | -310 | |
| Change in pension scheme liabilities | 0 | -156 | -1 294 |
|
| Change in inventories, accounts receiveable and accounts payable | 582 | 402 | 924 | |
| Change in other short-term receivables and other short-term liabilities | -2 735 |
533 | 923 | |
| Net cash flow from operating activities | -6 433 |
-8 515 |
-35 493 |
|
| Cash flow from investment activities | ||||
| Proceeds from sale of fixed assets | 235 | 0 | 8 | |
| Net cash flow from investing activities | 235 | 0 | 8 | |
| Cash flow from financing activities | ||||
| Contribution of share capital/Transaction cost | -107 | 0 | 30 198 |
|
| Payment of short/long term liabilities | 0 | -417 | -1 667 |
|
| Net cash flow from financing activities | -107 | -417 | 28 531 |
|
| Net change in cash and cash equivalents | -6 304 |
-8 932 |
-6 953 |
|
| 0 | 0 | |||
| Cash and cash equivalents | 5 188 |
9 514 |
11 492 |
| Share | Other | Other | Total | Number | |||
|---|---|---|---|---|---|---|---|
| (figures in NOK/numbers) | Note | Share capital | premium | reserves | equity | equity | of shares |
| As at 1st January 2013 | 13 512 |
38 497 |
368 | -35 927 |
16 450 |
27 023 652 |
|
| Allocation of comprehensive loss | -35 559 |
-368 | 35 927 |
0 | |||
| Fair value granted option rights | 0 | -310 | 0 | -310 | |||
| Transaction cost | -2 547 |
0 | 0 | -2 547 |
|||
| Increase of capital 8.4.13 | 25 000 |
5 000 |
0 | 0 | 30 000 |
50 000 000 |
|
| Increase of capital 8.5.13 | 2 288 |
458 | 0 | 0 | 2 745 |
4 575 078 |
|
| Reduction of share capital 16.8.13 *) | -39 167 |
39 167 |
0 | 0 | -0 | -73 438 857 |
|
| Comprehensive income 1.1.-31.12.2013 | -0 | 0 | -37 662 |
-37 663 |
|||
| As at 31st December 2013 | 1 632 |
45 015 |
-310 | -37 662 |
8 675 |
8 159 873 |
|
| Transaction cost | -107 | -107 | |||||
| Comprehensive income 1.1.-31.3.2014 | -4 381 |
-4 381 |
|||||
| As at 31st March 2014 | 1 632 |
44 909 |
-310 | -42 043 |
4 188 |
8 159 873 |
*) Reversed share split with ratio 10:1 on the same day of the share capital reduction.
Note 3: Inventory – figures in thousand NOK
The financial information is prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" ("IAS 34"). This financial information should be read together with the financial statements for the year ended 31st of December 2013 prepared in accordance with International Financial Reporting Standards ("IFRS").
The accounting policies used and the presentation of the Interim Financial Statements are consistent with those used in the latest Annual Financial Statements.
The preparation of the Interim Financial Statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities and disclosure of contingent liabilities at the date of the Interim Financial Statements. If in the future such estimates and assumptions, which are based on management's best judgment at the date of the Interim Financial Statements, deviate from the actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change.
The financial statement is presented on the going concern assumption under International Financial Reporting Standards. Accordingly, the financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts, the amounts and classification of liabilities, or any other adjustments that might arise, should the Company be unable to continue as going concern. Tangible assets and software are recognized at cost price after deduction for accumulated depreciation and any write downs. Should the Company be unable to continue as going concern then the recoverability and classification of recorded asset amounts might have to be adjusted.
As per the date of this report the Company does have sufficient working capital for its planned business activities over the next twelve month period
| Q1 2014 | Q1 2013 | |
|---|---|---|
| Inventory | 0 | 343 |
Inventory is valued at lower of cost and net selling price. Inventory is recorded at cost in the financial statements.
The following table shows the changes in number of shares in 2014:
| Ordinary shares | |
|---|---|
| Number of shares as of 1st of January | 8 159 873 |
| Number of shares as of 31st of March | 8 159 873 |
| Average number of shares per 31st of March | 8 159 873 |
At the date of this report, there are no events, except for the items listed below, after the balance sheet date that will affect the Company's position on the balance sheet date which is essential for the Company's future financial position:
The final result of the rights offering was announced on 4 April. After the close of the subscription period a total of 100,000,000 offered shares at NOK 0.50 per share were allocated. It was subscribed for a total of 238,556,562 shares. The new share capital of NOK 21,631,947.60 was registered on 11 April and the new shares issued were listed the same day.
Lars Christian Stugaard (32) has been appointed as acting Chief Executive Officer (CEO) of DiaGenic ASA on an interim basis effective from 1st April 2014. Mr. Stugaard holds the position as CEO in Strata Marine & Offshore AS and has worked in the Ferncliff group since 2003. During his 11 year tenure with Ferncliff, he has been working with financial management, general business development and analysis. He holds a BSc from the Norwegian School of Management in Oslo.
DiaGenic ASA Sjølyst Plass 2 NO - 0278 Oslo +47 23 24 89 50 www.diagenic.com
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