REG - Cambridge Cognition - Results for the year ended 31 December 2021
12/04/2022 07:00
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RNS Number : 0310I Cambridge Cognition Holdings PLC 12 April 2022
12 April 2022
Cambridge Cognition Holdings Plc
("Cambridge Cognition", the "Group" or the "Company")
Unaudited preliminary results for the year ended 31 December 2021
50% revenue growth, profitable and strongly cash generative in 2021
- well positioned in fast growth markets
Cambridge Cognition Holdings plc, a technology company which develops and
markets patient-focused solutions to better assess brain health, is pleased to
announce its unaudited preliminary results for the year ended 31 December
2021.
Highlights
The Company delivered a strong performance in 2021 with revenue growth of 50%
and a record sales order intake for the second year running. These results
are due to the successful execution of the Company's strategy to commercialise
a broader product set of digital outcomes assessments for clinical trials.
Uptake of these assessments has increased during the COVID-19 pandemic with
a step-up in virtual clinical trials and at-home measurements that we expect
to continue. The Company was profitable over the year while continuing to
invest in new solutions for growth in the future.
Financial summary
· Revenue up 50% to £10.1m (2020: £6.7m)
· Gross profit up 49% to £8.1m (2020: £5.4m)
· Profit for the year £0.5m (2020: £0.4m loss)
· Earnings per share 1.4 pence (2020: 1.5 pence loss per share)
· Cash balance of £6.8m at 31 December 2021 (31 December 2020:
£3.0m)
Operational highlights
· Record sales order intake of £15.7m (2020: £12.7m)
· Major contract wins, including a £2.3m large cohort study
· Contracted order book £17.0m at 31 December 2021 (31 December
2020: £11.2m)
· Well-managed growth leading to profitability
· Proprietary speech technology for clinical trials in validation
trials
· Completed spin-out of digital phenotyping business, Monument
Therapeutics
Commenting on the results, Matthew Stork, Chief Executive Officer, said:
"We are delighted to have delivered above-market growth and a profitable year
of trading. The demand for digital outcomes assessments for clinical trials is
forecast to continue to grow. With these tailwinds, we have evolved our
strategy and plan further investment in developing digital biomarkers and
corporate business development, as well as continuing with a focus on
commercial execution. We believe we are well placed for more success in 2022
and beyond."
Enquiries:
Cambridge Cognition Holdings Plc Tel: 012 2381 0700
Matthew Stork, Chief Executive Officer press@camcog.com (mailto:press@camcog.com)
Stephen Symonds, Chief Financial Officer
Panmure Gordon (UK) Limited Tel: 020 7886 2500
(NOMAD and Joint Broker)
(Corporate Advisory)
Freddy Crossley / Emma Earl / Mark Rogers
(Corporate Broking)
Rupert Dearden
Dowgate Capital Limited (Joint Broker) Tel: 020 3903 7715
David Poutney / James Serjeant
IFC Advisory Ltd (Financial PR and IR) Tel: 020 3934 6630
Tim Metcalfe / Graham Herring / Zach Cohen cog@investor-focus.co.uk (mailto:cog@investor-focus.co.uk)
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.
CHIEF EXECUTIVE'S REVIEW
Overview
2021 has been a landmark year and inflection point for the Company. With
considerable momentum from successes in 2020, the Company delivered record
sales, 50% revenue growth, and profitability in 2021. I am grateful to both
the investors who have supported us and our team for their commitment and hard
work as we have grown the business.
Cambridge Cognition's goal is to improve the health of people around the world
by discovering and delivering more effective brain health assessments. The
Company's leading computerised cognitive assessment, CANTAB(TM), was developed
with this in mind at Cambridge University. We have subsequently built upon
that position with a suite of in-clinic and home-based digital and verbal
cognitive tests and electronic Clinical Outcomes Assessment ("eCOA")
instruments.
We have continued to focus on commercial execution to drive sales of our
innovative solutions for clinical trials. At the same time, there has been
increased demand with an acceleration of the trend towards virtual clinical
trials and more investment in Central Nervous System ("CNS") drug
development. These dynamics resulted in substantial orders and subsequent
revenue growth for both our software and services. We consistently provided
value for our loyal and growing customer base of leading academics, top 20
pharmaceutical and biotech companies.
There were some more delays to clinical trials due to the pandemic in 2021 -
fewer than in 2020 - and once again the impact on revenues were offset by new
contract gains. With our experience in, and infrastructure for, web-based
assessment we were able to support customers with at-home-measurement as part
of a virtual or hybrid clinical trial.
In addition to delivering a strong performance in 2021, the contract wins over
the year mean we are well prepared for 2022 and beyond with a contracted order
book of over £17 million at the start of 2022, of which at least £7.5
million is expected to be recognised as revenue in 2022, subject to customer
delivery schedules. This gives the Company excellent visibility of revenue
into the year ahead.
Cambridge Cognition has a reputation for leading in the development of novel
digital cognitive assessments. This is evident from the widespread use of
CANTAB™ amongst the academic research community, the leading members of
which frequently advise pharmaceutical companies on clinical trial design.
The evidence for CANTAB™ continues to build and there are now over 2,500
publications of studies across over 100 therapeutic areas. We were also
pleased with the progress made developing and publishing on new short, high
frequency cognitive assessments on mobile phones.
We took a major step forward in 2021 with considerable scientific
communication on our proprietary speech technology, NeuroVocalix(TM), a fully
automated voice platform that is being specifically developed for clinical
trials. Over the year, we completed the platform product development, moving
it from an R&D environment to our regulatory compliant production
environment, and are working on verbal assessments for the platform and
validation clinical trials.
Our strategic focus on clinical trials saw us finalise the spin-out of a
digital phenotyping business, Monument Therapeutics, retaining a minority
shareholding and the potential for royalties in the future.
Financial Results
Revenue grew by 50% to £10.1m (2020: £6.7m). Revenue is recognised over
the term of the contracts and so the £10.1m revenue recognised in 2021 was
from contracts won both in 2021 and in prior years.
We anticipate the £17.0m contracted orderbook at the end of December 2021
will generate at least £7.5m of revenue to be recognised in 2022 with the
balance to be recognised in subsequent years.
Recognised revenue split by type was as follows:
2021 2020 Increase Increase
£m £m £m
Software 3.6 2.7 0.9 33%
Services 5.6 3.7 1.9 51%
Total Software & Services 9.2 6.4 2.8 44%
Hardware 0.9 0.3 0.6 300%
Total Revenue 10.1 6.7 3.4 50%
Services revenue grew by 51% as more implementation and bespoke development
work was carried out. Software revenue improved by 33% but, given the time
lag between contract signature and software usage, we would expect this to
grow further in 2022.
Hardware sales have increased considerably as a percentage of revenue in 2021;
the hardware, which is procured from third parties, is only supplied by
Cambridge Cognition when specifically requested by a customer to support a
project. Hardware sales had been expected to decline as digital devices
become ubiquitous, however, we now integrate wearable devices into our
solution and so increased the supply of these in 2021.
Gross profit was £8.1m (80.2% margin) compared with £5.4m (80.4% margin) in
2020. The additional spending on hardware was offset by a reduction in third
party costs.
Administrative expenses increased by 28% to £7.8m (2020: £6.1m) primarily as
a result of an increase in headcount post the COVID-19 recovery, which
accounts for £1m of the increase. The remainder is due to increased legal,
professional and third-party services costs.
As planned, investment in research and development, which is necessary to
maintain the company's position at the forefront of the sector, was more
targeted in 2021 and this resulted in R&D spend of £1.7m (2020:
£1.5m).
Profit before tax was £0.3m (2020: loss before tax £0.6m). R&D tax
credits were £0.2m (2020: £0.2m). The post-tax profit for the year was
£0.5m (2020: post tax loss £0.4m), which equates to earnings per share of
1.4 pence (2020: 1.5 pence loss per share).
Cash inflow from operating activities was £3.9m (2020: £1.0m), driven by the
high value of sales orders. Sales contracts for clinical trials typically
include an amount of cash billable upon signing, and as such an invoice is
raised (and cash subsequently collected) as contracts are executed and before
revenue is recognised.
After investing activities total cash inflow was £3.8m, and the year-end cash
balance was £6.8m, which provides a solid platform for growth (31 December
2020: £3.0m).
Operational Review
Cambridge Cognition had a productive year in 2021, progressing major contracts
and achieving a number of milestones, while carefully managing costs. The
achievements spanned winning sizeable new contracts, improving the company's
brand position, continuing innovative developments, and spinning-out a drug
development business.
Record sales order intake. Our commercialisation activities resulted in
record sales orders of £15.7m in 2021. There were three main contributors:
first, with excellent customer service - seen in survey responses - we
routinely see clients contracting multiple times over many years; secondly, we
have been targeting new therapeutic areas with the potential for increasing
use of cognitive assessments; and thirdly, we have been continuing to lead
with new solutions and so increased average order values for clinical trials
by 30%.
Large contract wins. As announced, to maintain visibility for investors, we
won several large multi-year contracts: £2.9m in contract value for several
schizophrenia trials, a £0.5m contract for at-home testing, £1.4m for
digital health and wearables, a £2.2m contract for a large cohort study, a
£1m contract for a late phase cancer trial, and £0.5m for a non-CNS eCOA
study.
Leading brand position in the scientific community. As leaders in cognitive
assessment, Cambridge Cognition continued to hold a prominent position in the
scientific community over 2021. This included presenting cutting-edge data
at more than 20 conferences around the world and writing our own and
supporting pharmaceutical companies to author papers using data from our
assessments. We collaborated with leading pharmaceutical companies, such as
Novartis, to present as well. We also secured more research partnerships
with prestigious consortia, such as the BrainHealth Registry.
Proprietary speech technology for clinical trials productised and being
validated. Verbal neuropsychological tests are highly sensitive to the early
signs of neurodegeneration in older adults. However, their dependence on
in-person testing and manual scoring means they are costly and can be
unsuitable for large-scale screening and home-based monitoring. To address
this, Cambridge Cognition developed a fully automated voice platform,
NeuroVocalix™. In 2021, we completed its productisation, setting the
Company up with the potential to serve more customers with a proprietary
platform capable of automating the delivery and scoring of key cognitive
assessments for clinical trials within the security requirements of this
highly regulated industry. We are working on a battery of tests and
validation trials with two leading universities; these are essential to fully
commercialise the solution.
Completed spin-out of digital phenotyping business. Having won a sizeable
grant to investigate digital phenotyping, we incubated a new business, raised
seed funding and spun it out. Monument Therapeutics is now operating as a
wholly independent business with a licence from Cambridge Cognition. The
initial shareholding was diluted by additional fundraising by Monument
Therapeutics to extend their runway before a Series A investment round. Upon
successful commercialisation of Monument Therapeutics' drug development
programmes, Cambridge Cognition will be paid royalties.
Strategic Review
Cambridge Cognition serves a niche, high value requirement for CNS outcomes
assessments with differentiated software and services offerings with
intellectual property protection. Our strategy is to focus primarily on the
clinical trials market as the assessments can be used to demonstrate the
efficacy or safety of a potential new therapeutic agent and therefore provide
extremely valuable information for a pharmaceutical or biotech company. We
also serve the healthcare and academic markets, direct in some markets and via
distributors in others.
We expect the dynamic market for clinical trial outcomes assessments to
continue to evolve rapidly. We are seeing several favourable trends that
could continue well into the future:
· Market growth is predicted to be 17%(1) and 30%(2) for the eCOA
market and the cognitive outcomes assessment market for clinical trials
respectively.
· There has been a pre-existing gradual trend away from 'pen-and-paper'
questionnaires administered by clinicians or raters in clinical trials towards
objective digital measures, whether in clinic or at home. More recently,
this has been overtaken by the requirement for digital measurements at home.
· The COVID-19 pandemic reduced access to clinical trial sites and
accelerated the adoption of virtual or hybrid clinical trials, with a 50%
increase compared to 2020(3). Virtual assessments enable patients to
participate in clinical trials from home and can be more cost-effective,
inclusive and representative.
· Industry is increasingly investing in CNS drug development. In 2021,
pharmaceutical companies sponsored the delivery of more than 850 CNS trials,
up 10% on 2020(4). This investment is set to continue in 2022 and beyond
with more than 1,800 neurological products in preclinical development(4).
· Investment in new digital biomarkers for many conditions and
symptoms, sometimes from an existing or new digital assessment or wearable
device and sometimes combining data from multimodal sources.
During the second half of 2021, having delivered much of the strategy set in
2019, we conducted a major review and have set out plans for the next phase of
growth. The areas of focus are:
1. Increasing market share and sales of cognitive assessments and eCOA
solutions with proactive preparation of new assessments, increased sales and
marketing capacity, and commercial distribution agreements for new territories
and market sectors.
2. Developing new intellectual property to serve the evolving demands of the
industry for digital assessments and biomarkers. The potential for these is
considerable with hundreds of clinical trials already using pen-and-paper
cognitive assessments that could be automated. Our primary programme is our
voice-based cognitive assessment solution, NeuroVocalix™. We are also
completing a battery of quick assessments for use on mobile phones. We are
developing these in-house and validating them with leading academic
institutions and major pharmaceutical companies.
3. Pursuing opportunities for inorganic growth through corporate development
activities, such as partnership and licensing-in software and/or services.
As is normal after an early stage of widespread investment in a new field,
there have been some acquisitions in the sector and further consolidation is
likely in the longer-term. Against this backdrop, in 2022 and beyond we will
review our inorganic growth options by evaluating complementary products and
services that could increase the breadth of our offering and gain scale
efficiencies. We have a leading position in our core business area, a strong
platform and a robust balance sheet to support corporate business development.
Importantly, to achieve these strategic goals, we are carefully managing our
investment and growth. We have several underlying enabling activities:
1. Having an outstanding team. We are supporting our existing team and
recruiting people to implement the new contracts we are winning and also to
complete the projects outlined above. Recruitment has lagged delivery
slightly in this difficult market for hiring though we are making progress.
2. Upgrading our systems and protecting against cyberattacks. We are
working on moving - we are live in one country - to Amazon Web Services (AWS)
to have more flexible server capacity and access to more microservice usage.
We continue to run a full cybersecurity programme.
3. Enabling efficient growth. For example, we set out and have now
implemented a plan to open a software development unit in a lower cost
overseas country. This will over time reduce our costs while increasing
output.
We have started implementing this new strategy and the enabling activities in
order to make further progress in 2022.
COVID-19
Throughout the pandemic, our priority has been the safety and welfare of our
staff, people in our local environment, suppliers and customers. The Company
has cloud-based systems and has been fully operational throughout, working
virtually at times.
We have seen an acceleration of interest in virtual and hybrid clinical
trials. Orders for at-home testing with our cognitive assessments have grown
rapidly. We have leveraged a publication that showed that our most popular
cognitive assessments provide the same results at home as they do in the
clinic(6).
At the start of the pandemic, many clinical trials were delayed. This was
less the case in 2021 compared to 2020. We do expect this to reduce over
time. Uncertainty persists, however, and so we will continue to carefully
monitor the situation and adjust plans as necessary.
Russia & Ukraine
The war in Ukraine is a concern for all and our thoughts are with those
affected. We have no employees or service providers that are based in
Ukraine or Russia. However, although based elsewhere, a small number of the
Company's pharmaceutical and academic clients run trials at sites in these
countries. We continue to communicate with affected customers, monitor the
situation, and do all we can to support them.
We have a few direct customers in the region, all academic centres that use
our academic solution, and have halted any new contracts with Russian centres
at this time. This has had no effect on the Company's current revenues.
Board and Management Changes
Two appointments have been made to the Company's senior management team post
period end in April 2022. Stephen Symonds has joined as Chief Financial
Officer and is expected to be appointed to the board in due course. Nick
Walters, previous CFO who has provided transition support since the departure
of Michael Holton, is now handing over to Stephen. The Board wish both Nick
and Michael well in their future endeavours. Francesca Cormack was appointed
to be Chief Scientist to oversee our science leadership and research &
development and Jenny Barnet, Chief Science Officer, will step down to
concentrate on leading our spin-out, Monument Therapeutics.
Outlook
We made excellent progress in 2021, delivering strong growth in orders,
revenues and cash generation, together with moving into profitability and
earnings ahead of market expectations. Furthermore, with a strong contracted
order book providing excellent visibility of revenue through 2022 and
well-beyond, we expect the company is well placed for further success. There
does remain some uncertainty due to COVID-19 and the wider impact of the war
in Eastern Europe, though these are considered limited at this time.
We have set out three growth strategies to expand market share in current
markets, automate more assessments as demand increases for virtual clinical
trials and seeking corporate business development opportunities. Each of
these represents exciting growth opportunities for Cambridge Cognition.
With this clear growth strategy, together with a substantial pipeline of
opportunities in an expanding market, leading market position and strong
balance sheet, we believe Cambridge Cognition is positioned to deliver
substantial, sustainable shareholder value in 2022 and beyond.
Matthew Stork
Chief Executive Officer
12 April 2022
References.
1. GrandView Research 2018 eCOA Report 2018-20225
2. Astute Analytica. 2021. US Cognitive Assessment Market. 2017-2027.
3. TrialTrove (accessed 15.02.2022)
4. Clinical Trials Arena, Analysis December 2021, 2022 forecast
decentralised trials to reach new heights with 28 percent jump
5. PharmaProjects (accessed 15.02.2022)
6. www.jmir.org/2020/8/e16792
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year to 31 December
Notes Year to Year to
31 December 2021 31 December 2020
Unaudited Audited
£'000 £'000
Revenue 3 10,094 6,741
Cost of sales (2,015) (1,324)
Gross profit 8,079 5,417
Administrative expenses (7,829) (6,093)
Other operating income 14 32
Operating profit (loss) 264 (644)
Interest received 0 4
Finance costs (11) (9)
Profit (Loss) before tax 253 (649)
Tax received 197 211
Profit (Loss) for the year 450 (438)
Other comprehensive income
Items that may subsequently be reclassified to profit or loss
Exchange differences on translation of foreign operations 14 93
Total comprehensive income for the year 464 (345)
Earnings per share (pence) 4
Basic earnings per share 1.4 (1.5)
Diluted earnings per share 1.4 (1.5)
All items of income are attributable to the equity holders of the Parent.
The above results relate to continuing operations.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December
Notes At 31 December 2021 At 31 December 2020
Unaudited Audited
£'000 £'000
Assets
Non-current assets
Intangible assets 373 379
Property, plant and equipment 52 138
Investments 49 -
Total non-current assets 474 517
Current assets
Inventories 126 51
Trade and other receivables 5,130 2,648
Cash and cash equivalents 6,810 3,047
Total current assets 12,066 5,746
Total assets 12,540 6,263
Liabilities
Current liabilities
Trade and other payables 11,908 6,206
Total liabilities 11,908 6,206
Equity
Share capital 312 312
Share premium 11,151 11,151
Other reserves 6,125 6,111
Own shares (78) (78)
Retained earnings (16,878) (17,439)
Total equity 632 57
Total liabilities and equity 12,540 6,263
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year to 31 December
Share capital Share premium Other reserves Own shares Retained earnings
Total
£'000 £'000 £'000 £'000 £'000 £'000
242 9,943 6,018 (81) (17,066) (944)
Balance at
1 January 2020
Loss for the year - - - - (438) (438)
Other comprehensive income - - 93 - - 93
Total comprehensive income for the year - - 93 - (438) (345)
Issue of new share capital 70 1,330 - - - 1,400
Share issue costs - (122) - - - (122)
Transfer on allocation of shares in trust - - - 3 (3) -
Credit to equity for equity settled share based payments - - - - 68 68
Transactions with owners 70 1,208 - 3 65 1,346
Balance at 312 11,151 6,111 (78) (17,439) 57
1 January 2021
Profit for the year - - - - 450 450
Other comprehensive income - - 14 - - 14
Total comprehensive income for the year - - 14 - 450 464
Issue of new share capital - - - - - -
Share issue costs - - - - - -
Transfer on allocation of shares in trust - - - - - -
Credit to equity for equity settled share-based payments - - - - 111 111
Transactions with owners - - - - 111 111
Balance at 312 11,151 6,125 (78) (16,878) 632
31 December 2021
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December
Notes Year to Year to
31 December 2021 31 December 2020
Unaudited Audited
£'000 £'000
Net cash flows from operating activities 5 3,945 1,010
Investing activities
Interest received - 4
Purchase of property, plant and equipment (56) (42)
Purchase of intangible assets - -
Purchase of investment (49) -
Net cash flow used in investing activities (105) (38)
Financing activities
Proceeds from the issue of share capital - 1,400
Share issue costs - (122)
Interest (11) (9)
payments
Lease payments (86) (113)
Net cash flow from financing activities (97) 1156
Net increase/(decrease) in cash and cash equivalents 3,743 2,128
Cash and cash equivalents at start of year 3,047 901
Exchange differences on cash and cash equivalents 20 18
Cash and cash equivalents at end of year 5 6,810 3,047
1. General information
Cambridge Cognition Holdings plc (the "Company") and its subsidiaries
(together, the "Group") develops and markets digital solutions to assess brain
health.
The Company is a public limited company which is quoted on the AIM market of
the London Stock Exchange (symbol: COG) and is incorporated and domiciled in
the UK. The address of its registered office is Tunbridge Court, Tunbridge
Lane, Bottisham, Cambridge, CB25 9TU.
2. Basis of preparation
The financial information of the Group set out above does not constitute
"statutory accounts" for the purposes of Section 435 of the Companies Act
2006.
The financial information in this preliminary results announcement does not
constitute the Group's statutory accounts for the year ended 31 December 2021
or the year ended 31 December 2020. The information for the year ended 31
December 2021 is based on accounts that are in the process of being audited
and will be approved by the Board and subsequently filed. Accordingly, the
information for the year ended 31 December 2021 is unaudited. The information
for the year ended 31 December 2020 is based on accounts that were approved by
the Board and subsequently filed in 2021.
The Group financial statements will be properly prepared in accordance with UK
adopted international accounting standards. The accounting policies adopted
will be consistent with those followed in the preparation of the consolidated
financial statements for the year ended 31 December 2020.
At the time of approving the preliminary results statement, and based on a
review of the Group's forecasts and business plan, including in particular the
impact of COVID-19 on order intake, revenue recognition, costs and cash flow,
the Directors have a reasonable expectation that the Company and the Group
have adequate resources to continue in operational existence for the
foreseeable future. Thus, they continue to adopt the going concern basis of
accounting in preparing the preliminary statement.
3. Segmental information
An analysis of the Group's revenue for each major product and service category
is as follows:
2021 2020
£'000 £'000
Software 3,609 2,751
Services 5,638 3,679
Hardware 847 311
10,094 6,741
4. Earnings per share
The calculation of basic and diluted earnings per share ("EPS") is based on
the following data:
Earnings
2021 2020
£'000
£'000
Earnings for the purposes of basic and diluted EPS per share being net profit 450 (438)
or (loss) attributable to owners of the Company
Number of shares
2021 2020
'000
'000
Weighted average number of ordinary shares for the purposes of basic EPS 31,208 29,776
Weighted average number of ordinary shares for the purposes of diluted EPS 31,463 29,776
5. Notes to the cash flow statement
2021 2020
£'000 £'000
Profit (Loss) before tax 253 (649)
Adjustments for:
Depreciation of property, plant and equipment 142 132
Amortisation of software licences 6 6
Share-based payment expense 111 68
Finance costs 11 9
Interest Receivable - (4)
Operating cash flows before movements in working capital 523 (438)
(Increase) Decrease in inventories (75) 2
(Increase) in receivables (2,482) (1,010)
Increase in payables 5,782 2,243
Cash generated by operations 3,748 797
197 213
Tax credit received less tax paid
Net cash from operating activities 3,945 1,010
Cash and cash equivalents
2021 2020
£'000 £'000
Cash and bank balances 6,810 3,047
Cash and cash equivalents comprise cash and short-term bank deposits with an
original maturity of three months or less, net of outstanding bank overdrafts.
The carrying amount of these assets is approximately equal to their fair
value.
6. Annual Report & Annual General Meeting
The Company announces its intention to hold the Annual General Meeting ("AGM")
on Wednesday 8 June 2022. Details of the nature of the AGM will be
communicated to shareholders via the Company's website and a Regulatory
Information Service as soon as they are known, along with any practical
arrangements. This notice will also include the date on which the notice of
AGM and the Annual Report will be posted to shareholders.
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